Therapeutic businesses Shareholders have preliminarily approved merger-related measures, including the issuance of shares under the April 25, 2020 merger agreement, the spin-off of its biopharmaceutical businesses (Gear Therapeutics) and an amendment to change the company’s name to Z Squared Inc.
Shareholders also supported key governance and remuneration measures, including the Variable compensation plan 2025the election of directors effective upon closing of the merger, a one-time exchange of options for underwater options, ratification of the auditor and a non-binding advisory vote on remuneration.
The inspector reported that proposals 1 to 8 were previously approved an adjournment was therefore not necessary and the company stated that it would file the final results of the vote on Form 8-K within four working days.
Coeptis Therapeutics Holdings Incorporated held its annual and special meeting of shareholders virtually, with Chief Executive Officer and Chairman of the Board Michael Mehalick presiding. The company noted that the meeting was being recorded and outlined rules of conduct for participants using the webcast portal, including recording limitations and a request that shareholders submit only one question.
Mehalick introduced the management and board members in attendance, including Vice President of Operations and Director Dan Yerace, as well as other company representatives. Vice President of Compliance and Secretary Christine Sheehy indicated that notice of the meeting had been given and a quorum was present. The company also identified an independent election inspector, who signed an oath to perform his duties impartially and to count and review all votes.
The company opened voting stations at the meeting and asked shareholders who had not yet voted by proxy to submit their vote via the virtual portal before the close of voting. Management said Proposals 1-5 were conditional on each other, meaning approval of each was required for any of them to be approved. The Board of Directors made a unanimous recommendation in favor of each of the proposals presented, and management indicated that the postponement proposal would not be necessary based on the expected results of the vote.
Shareholders were asked to vote on nine proposals, with the company referring participants to the proxy statement for detailed background information.
Proposition 1: Issuance of shares linked to the merger. Shareholders voted to approve the issuance of stock in connection with a merger contemplated by an Agreement and Plan of Merger dated April 25, 2020. The transaction referred to a merger between the Company, a merger subsidiary, and Z Squared Inc. The Company said the background was described in the Proxy Statement on pages 94-98.
Proposition 2: Spin-out of biopharmaceutical activities. Shareholders voted on a proposal to contribute the company’s biopharmaceutical operations (described as the operations of “Gear Therapeutics, Inc.” in the meeting remarks) to a newly created spin-off subsidiary in exchange for all outstanding shares and then issue a pro rata dividend on all outstanding common shares. The company referred to pages 99 through 108 of the proxy statement.
Proposition 3: Amendment of the certificate of incorporation and change of name. Shareholders voted on an amendment to the company’s amended and restated certificate of incorporation to change the company’s legal name from Coeptis Therapeutics Holdings, Inc. to Z Squared Inc. The company cited page 115 of the proxy statement.
Proposal 4: 2025 variable compensation plan. Shareholders voted to approve the company’s 2025 incentive compensation plan, described as being set at a percentage of the number of shares of common stock issued and outstanding from time to time. The company highlighted the proxy statement materials beginning on page 116.
Proposal 5: Proposal from the board of directors. The stockholders voted for the election (or approval) of directors, effective concurrently upon the closing of the merger until the next annual meeting and until successors are duly elected and qualified. The company said additional details, including director compensation and corporate governance information, were included in the proxy statement.
In addition to elements relating to the merger, governance and the compensation plan, shareholders voted on three additional proposals and one emergency proposal.
Proposal 6: Options exchange proposal. Shareholders voted on a unique option exchange involving the company’s outstanding “underwater” options. The company said the event would reset strike prices based on the fair market value immediately preceding the date of the option exchange and start a new exercise period, or replace existing options with other grants as part of the one-time event. The details have been referenced from page 123 of the proxy statement.
Proposal 7: Ratification of the auditors. Shareholders voted on ratifying the appointment of the company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The company referred to “Astra Audit” and said details were included beginning on page 124 of the proxy statement.
Proposal 8: Advisory vote on remuneration. Shareholders voted on a non-binding advisory proposal to approve named executive compensation, as required by Section 14A. The company has referred to the information provided in the proxy statements beginning on page 126.
Proposition 9: Proposal for postponement. Shareholders were also asked to approve the adjournment of the meeting to a later date, if necessary, to solicit additional proxies in the event of insufficient votes. Management indicated earlier in the meeting that this proposal should not be necessary.
After opening the floor to questions from shareholders, the company said it had not received any questions related to the proposals. Mehalick thanked shareholders for their attendance and support of the company. The Inspector of Elections then indicated that each of the proposals presented had been pre-approved, including proposals one through eight, and that the postponement contemplated by proposal nine would not be necessary.
The company said the final results of the vote will be disclosed in a Current Report on Form 8-K within four business days of the meeting. Mehalick then adjourned the meeting and directed any follow-up questions to himself or Dan Yerace.
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