Limited Waiver and Third Amendment to Merger Agreement between Z Squared Inc. and Coeptis Therapeutics Holdings Inc. (June 20, 2025)
This agreement is an amendment to a previous merger agreement between Z Squared Inc. and Coeptis Therapeutics Holdings Inc. It extends the deadline for a required regulatory filing, changes the treatment of a subsidiary (GEAR Therapeutics, Inc.) so it remains with Coeptis after the merger, and adjusts the merger consideration by adding additional shares of Coeptis common stock. The amendment also grants an option to acquire GEAR in the future. All other terms of the original merger agreement remain in effect.
Exhibit 2.4
LIMITED WAIVER AND THIRD AMENDMENT TO MERGER AGREEMENT
This Limited Waiver and Third Amendment to Merger Agreement (this “Amendment”) is made effective as of June 20, 2025 (the “Effective Date”), by and between Z Squared Inc., a Wyoming corporation (the “Company”) and Coeptis Therapeutics Holdings Inc., a Delaware corporation (“Purchaser”). The Company and Purchaser are referred to herein collectively as the “Parties” and each individually as a “Party.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
RECITALS
WHEREAS, the Parties entered into that certain Agreement and Plan of Merger, dated as of April 25, 2025, by and among the Company, Purchaser and Merger Sub (as amended by that certain Limited Waiver and First Amendment to Merger Agreement, dated as of May 27, 2025, and that certain Limited Waiver and Second Amendment to Merger Agreement, dated as of June 10, 2025, the “Merger Agreement”);
WHEREAS, pursuant to Section 5.9(b) of the Merger Agreement, each of the Company and Purchaser is required to file or cause to be filed, no later than June 19, 2025 (the “Deadline”), the HSR Filing (the “Covenant”);
WHEREAS, the Parties desire to waive the Covenant and amend the Merger Agreement to extend the Deadline, as set forth herein;
WHEREAS, Section 5.19 of the Merger Agreement provides that in connection with the Closing, Purchaser shall effect the Spin Out of all of the Spin Out Subsidiaries, including GEAR Therapeutics, Inc. (“GEAR”);
WHEREAS, the Parties desire to amend the defined term “Spin Out Subsidiaries” to remove the reference to GEAR, the intention being to reflect the agreement of the Parties that GEAR will not be included in the Spin Out and will remain a Subsidiary of Purchaser following Closing, and that in consideration of GEAR remaining a Subsidiary of Purchaser following the Closing, the Spin Out SPV will receive 1,000,000 shares of Purchaser Common Stock and an option to acquire GEAR in the future for the fair market value of GEAR at the time of exercise (if exercised);
WHEREAS, in further consideration of GEAR remaining a Subsidiary of Purchaser following the Closing, the Parties desire to amend the Merger Agreement to provide that an additional 2,000,000 shares of Purchaser Common Stock will be added to the Merger Consideration in connection with the consummation of the Spin Out;
WHEREAS, Section 8.11 of the Merger Agreement provides that the Merger Agreement may be amended, supplemented or modified by execution of a written instrument signed by Purchaser and the Company; and
WHEREAS, Section 8.12 of the Merger Agreement provides that each of Purchaser, on behalf of itself and its Affiliates, and the Company, on behalf of itself and its Affiliates, may extend the time for the performance of any obligation or other act of any other non-Affiliated Party to the Merger Agreement or waive compliance by such other non-Affiliated Party with any covenant or condition contained in the Merger Agreement, in each case, by way of a written instrument executed by the Party or Parties to be bound thereby.
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AGREEMENT
NOW THEREFORE, the Parties hereby agree as follows:
1. Waiver. Each of the Company and Purchaser hereby irrevocably waives, effective as of June 19, 2025, the Covenant such that the Deadline shall be extended to the date that is three (3) Business Days after the date on which the first amendment to the Registration Statement is filed with the SEC.
2. Amendments to Merger Agreement.
| (a) | HSR Filing: As of the Effective Date, Section 5.9(b) of the Merger Agreement is hereby amended by deleting the words “June 19, 2025” from the first sentence of such Section and substituting in place thereof the words “the date that is three (3) Business Days after the date on which the first amendment to the Registration Statement is filed with the SEC.” |
| (b) | Spin Out Modifications: |
| i. | The definition of “Spin Out Subsidiaries” is hereby deleted in its entirety and replaced with the following: ““Spin Out Subsidiaries” means: (a) Coeptis Therapeutics, Inc., a Delaware corporation; (b) Coeptis Pharmaceuticals, Inc., a Delaware corporation; (c) Coeptis Pharmaceuticals, LLC, a Pennsylvania limited liability company; (d) SNAP Biosciences, Inc., a Florida corporation, (e) Cell Bio, Inc., a Florida corporation, (f) Coeptis BioForge, Inc., a Florida corporation and (g) in the event Technology Subsidiary is a wholly owned subsidiary of Purchaser formed by Purchaser prior to the Closing, Coeptis Technologies, Inc., a Florida corporation.” |
| ii. | Section 5.19(b) is hereby amended by adding the following sentence in front of the last sentence in said Section 5.19(a): “Upon consummation of the Spin Out, Purchaser will (i) cause Purchaser’s transfer agent to issue to the Spin Out SPV 1,000,000 shares of Purchaser Common Stock and (ii) deliver to Spin Out SPV an executed copy of the GEAR Option.” |
| iii. | Article IX of the Merger Agreement is hereby amended by inserting the following new definition in the appropriate alphabetical order: “GEAR Option” means an option agreement from Purchaser in favor of the Spin Out SPV, the final form of which is to be mutually agreed by Purchaser and the Company prior to the Closing, which option agreement (i) grants the Spin Out SPV a limited time option exercisable in its discretion to acquire GEAR Therapeutics, Inc. for the fair market value of GEAR Therapeutics, Inc. at the time of exercise, with fair market value to either be mutually agreed between Purchaser and Spin Out SPV or, if there is no mutual agreement on fair market value, as determined by a mutually agreeable independent valuation expert, (ii) becomes exercisable on the six (6) month anniversary date of the Closing, (iii) is exercisable for a period of twenty-four (24) months from the date on which the GEAR Option becomes exercisable and (iv) contemplates that the exercise price is payable at the option of Spin Out SPV in cash, by return of shares of Purchaser Common Stock based on the value of the Purchaser Common Stock at the time of exercise, or a combination thereof.” |
| (c) | Merger Consideration Modification: The last sentence of Section 1.8is hereby deleted in its entirety and replaced with the following: “In addition, in the event that (i) Purchaser has utilized for its own purposes the SEPA Carveout amount, an additional 500,000 shares of Purchaser Common Stock shall be added to the Merger Consideration and (ii) the Spin out is consummated and in connection therewith 1,000,000 shares of Purchaser Common Stock is issued to the Spin Out SPV, an additional 2,000,000 shares of Purchaser Common Stock will be added to the Merger Consideration.” |
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3. Effectiveness; Limited Effect. This Amendment will be deemed effective on the Effective Date. The waiver set forth in Section 1 above shall be limited precisely as written and relates solely to the provisions of Section 5.9(b) of the Merger Agreement in the manner and to the extent described herein. Except as expressly provided in this Amendment, all of the terms and provisions of the Merger Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the waiver and amendment contained herein will not be construed as a waiver of or amendment to any other provision of the Merger Agreement or any other instrument or agreement referred to therein, or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the Effective Date, each reference in the Merger Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference to the Merger Agreement in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection with, the Merger Agreement, will mean and be a reference to the Merger Agreement as amended by this Amendment.
4. Miscellaneous.
(a) This Amendment shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.
(b) This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Amendment by email or other electronic means shall be effective as delivery of an original executed counterpart of this Amendment.
(c) This Amendment constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
[Signature Pages Follow]
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IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be duly executed on its behalf as of the Effective Date.
COMPANY:
Z SQUARED INC.
By: /s/ David Halabu
Name: David Halabu
Title: Chief Executive Officer
PURCHASER:
COEPTIS THERAPEUTICS HOLDINGS INC.
By: /s/ David Mehalick
Name: David Mehalick
Title: Chief Executive Officer
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