Exhibit 99.1

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Capitalized terms used but not defined herein have the same meanings ascribed thereto in the Form S-4, as amended, initially filed by Coeptis on May 25, 2025 with the Securities and Exchange Commission (the “Coeptis Form S-4”).

Introduction

The following unaudited pro forma consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended, and is based on the historical financial information of Coeptis Therapeutics Holdings, Inc., a Delaware corporation (“Coeptis”) adjusted to give effect to the spin out of certain of its biopharmaceutical operations as described in the Coeptis Form S-4 (the “Spin Out”).

The unaudited pro forma consolidated balance sheet as of December 31, 2025 has been prepared by including the historical audited consolidated balance sheet of Coeptis, adjusted to reflect the pro forma effect as if the Spin Out had been consummated on December 31, 2025.

The unaudited pro forma consolidated statement of operations for the year ended December 31, 2025 and the unaudited pro forma consolidated statement of operations for the year ended December 31, 2024 have been prepared by including the historical audited consolidated statement of operations of Coeptis, adjusted to reflect the pro forma effect as if the Spin Out had been consummated on January 1, 2024, the beginning of the earliest period presented.

The unaudited pro forma consolidated financial information has been presented for illustrative purposes only and is not necessarily indicative of the financial position and results of operations that would have been achieved had the Spin Out occurred on the dates indicated. Further, the unaudited pro forma consolidated financial information may not be useful in predicting the future financial condition and results of operations of the company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma consolidated financial information and are subject to change as additional information becomes available and analyses are performed. This information should be read together with the following:

Description of the Spin Out

On April 25, 2025, Coeptis entered into an Agreement and Plan of Merger, as may be amended from time to time (the “Merger Agreement”) with CP Merger Sub Inc., a Wyoming corporation and wholly-owned subsidiary of Coeptis (“Merger Sub”), and Z Squared. Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), (i) Merger Sub will merge with and into Z Squared (the “Merger”) and (ii) Coeptis will immediately prior to the Merger effect a Spin Out, with Z squared continuing as the surviving corporation in the Merger and becoming a wholly-owned subsidiary of Coeptis. The Merger was completed on April 24, 2026. Following the Merger, Coeptis changed its name to Z Squared Inc.

In connection with the Spin Out, all of Coeptis’ assets comprising its biopharmaceutical business were assigned and contributed prior to Closing to one or more Spin Out Subsidiaries, which then spun out to Coeptis’ stockholders of record. GEAR Therapeutics, Inc. is not included in the Spin Out and remains a Subsidiary of Coeptis following Closing. In consideration of GEAR Therapeutics, Inc. remaining a subsidiary of Coeptis following the Closing, the Spin Out Sub received 1,000,000 shares of Coeptis Common Stock and an option to acquire GEAR Therapeutics, Inc. in the future for the fair market value of GEAR Therapeutics, Inc. at the time of exercise (if exercised).

Coeptis Therapeutics Holdings, Inc.

Unaudited Pro Forma Consolidated Balance Sheets

As of December 31, 2025

		(A)
		Coeptis (Historical)				Spin-Out Adjustments					Coeptis (Pro Forma)
CURRENT ASSETS
Cash		$	5,674,302			$	(5,674,302	)	(1)		$	–
Marketable securities			676,596				–					676,596
Interest receivable			7,348				–					7,348
Prepaid assets			991,903				(991,903	)	(1)			–
Total current assets			7,350,149				(6,666,205	)				683,944
PROPERTY AND EQUIPMENT
Cryptocurrency mining machines			–				–					–
Furniture and fixtures, net			9,873				(9,873	)	(1)			–
Total property and equipment			9,873				(9,873	)				–
OTHER ASSETS
Investments			7,860,083				(6,610,083	)	(1)			1,250,000
Intangible assets, net			361,250				–					361,250
Co-development rights, net			554,167				–					554,167
Right of use assets, net of accumulated amortization			18,399				(18,399	)	(1)			–
Customer list			–				–					–
Goodwill			–				–					–
Total other assets			8,793,899				(6,628,482	)				2,165,417
TOTAL ASSETS		$	16,153,921			$	(13,304,560	)			$	2,849,361
CURRENT LIABILITIES
Accounts payable		$	888,755			$	(834,466	)	(1)		$	54,289
Accrued expenses			41,054				(41,054	)	(1)			–
Advance from affiliate			–				–					–
Convertible notes payable, current portion, in default			100,000				(100,000	)	(1)			–
Convertible notes payable, net of debt discount			–				–					–
Right of use liability, current portion			18,875				(18,875	)	(1)			–
Customer deposit			599,455				–					599,455
Other current liabilities			120,000				(120,000	)	(1)			–
Total current liabilities			1,768,139				(1,114,395	)				653,744
LONG TERM LIABILITIES
SBA loan payable, net of current portion			150,000				(150,000	)	(1)			–
Derivative liability warrants			167,625				–					167,625
Right of use liability, non-current portion			–				–		(1)			–
TOTAL LONG TERM LIABILITIES			317,625				(150,000	)				167,625
TOTAL LIABILITIES			2,085,764				(1,264,395	)				821,369
STOCKHOLDERS' EQUITY
Preferred stock			–				–					–
Common stock			575				100		(1)			675
Additional paid-in capital			127,201,691				(12,040,265	)	(1)			115,804,695
							643,269		(2)
Subscription receivable			(3,686,544	)			–					(3,686,544	)
Common stock subscribed			–									–
Accumulated deficit			(109,953,728	)			–					(109,953,728	)
TOTAL STOCKHOLDERS' EQUITY - CONTROLLING INTERESTS			13,561,994				(11,396,896	)				2,165,098
TOTAL STOCKHOLDERS EQUITY - NONCONTROLLING INTERESTS			506,163				(643,269	)	(2)			(137,106	)
TOTAL STOCKHOLDERS EQUITY			14,068,157				(12,040,165	)				2,027,992
TOTAL LIABILIITES AND STOCKHOLDERS' EQUITY		$	16,153,921			$	(13,304,560	)			$	2,849,361

Coeptis Therapeutics Holdings, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the year ended December 31, 2025

		(B)
		Coeptis (Historical)				Spin Out Adjustments					Coeptis (Pro Forma)
SALES
Sales		$	1,363,045			$	–				$	1,363,045
Total sales			1,363,045				–					1,363,045
Cost of goods			180,625				–					180,625
Gross profit			1,182,420				–					1,182,420
OPERATING EXPENSES
Research and development expense			1,277,150				(319,306	)	(3)			957,844
Salary expense			1,687,972				(1,181,580	)	(3)			506,392
Amortization expense			1,000,000				(1,000,000	)	(3)			–
Professional services expense			7,792,100				(370,771	)	(3)			7,421,329
Stock based compensation			1,215,692				–					1,215,692
Selling and marketing expense			105,000				–					105,000
General and administrative expenses			1,148,004				(131,122	)	(3)			1,016,882
Total operating expense			14,225,918				(3,002,779	)				11,223,139
LOSS FROM OPERATIONS			(13,043,498	)			3,002,779					(10,040,719
OTHER INCOME (EXPENSE)
Interest expense, net			(96,744	)			(269,392	)	(3)			(366,136
Interest income			116,495				(116,495	)	(3)			–
Amortization of debt discount			(545,635	)			545,635		(3)			–
Gain on forfeiture of customer deposit			115,000				–					115,000
Other income (expense)			7,004				(7,004	)	(3)			–
Unrealized gain on marketable securities			76,596				–					76,596
Unrealized loss on investments			(163,500	)			–					(163,500
Gain (loss) on extinguishment of debt			159,035				–					159,035
Change in fair value of derivative liabilities			1,098,055				–					1,098,055
TOTAL OTHER INCOME (EXPENSE), net			766,306				152,744					919,050
LOSS BEFORE INCOME TAXES			(12,277,192	)			3,155,523					(9,121,669
PROVISION FOR INCOMES TAXES (BENEFIT)			–				–					–
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS			(360,177	)			180,089		(4)			(180,089
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS			(11,917,015	)			2,975,435					(8,941,580
NET LOSS		$	(12,277,192	)		$	3,155,523				$	(9,121,669

Coeptis Therapeutics Holdings, Inc.

Unaudited Pro Forma Consolidated Statement of Operations

For the year ended December 31, 2024

		(C)
		Coeptis (Historical)				Spin-Out Adjustments					Coeptis (Pro Forma)
SALES
Sales		$	–			$	–					–
Total sales			–				–					–
Cost of goods			–				–					–
Gross Profit			–				–					–
OPERATING EXPENSES
Research and development expense			2,331,548				(2,331,548	)	(3)			–
Salary expense			1,722,050				(1,205,435	)	(3)			516,615
Amortization and depreciation expense			1,000,000				(1,000,000	)	(3)			–
Professional services expense			2,950,271				(332,606	)	(3)			2,617,665
Stock based compensation			1,104,978				–					1,104,978
General and administrative expense			945,641				(105,019	)	(3)			840,622
Total operating expense			10,054,488				(4,974,608	)				5,079,880
LOSS FROM OPERATIONS			(10,054,488	)			4,974,608					(5,079,880	)
OTHER INCOME (EXPENSE)
Interest expense, net			(396,116	)			332,689		(3)			(63,427	)
Other income			152,109				(152,109	)	(3)			–
Loss on write down of assets			(37,257	)			37,257		(3)			–
Loss on extinguishment of debt			(200,000	)			200,000		(3)			–
Loss on change in fair value of derivative liabilities			(341,660	)			–					(341,660	)
TOTAL OTHER INCOME (EXPENSE), net			(822,924	)			417,837					(405,087	)
LOSS BEFORE INCOME TAXES			(10,877,412	)			5,392,445					(5,484,967	)
PROVISION FOR INCOME TAXES (BENEFIT)			–				–					–
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST			(1,063,811	)			531,906		(4)			(531,906	)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS			(9,813,601	)			4,860,539					(4,953,062	)
NET LOSS		$	(10,877,412	)		$	5,392,445					(5,484,967	)
LOSS PER SHARE
Loss per share, basic and fully diluted		$	(5.65	)		$	–				$	–
Weighted average number of common shares outstanding			1,924,639				–					–

NOTES TO UNAUDITED PRO FORMA COnsolidated FINANCIAL STATEMENTS

The unaudited pro forma consolidated financial information has been adjusted to give effect to transaction accounting adjustments related to the Spin Out linking the effects of the Spin Out to the historical financial information.

The following unaudited pro forma consolidated financial information presents the financial information of Coeptis adjusted to give effect to the Spin Out as described in the Coeptis Form S-4. The unaudited pro forma consolidated balance sheet as of December 31, 2025 presents the historical balance sheet of Coeptis on a pro forma basis assuming the Spin Out had been consummated on December 31, 2025. The unaudited pro forma consolidated statements of income for the year ended December 31, 2025 and the year ended December 31, 2024 present the historical statements of income of Coeptis on a pro forma basis assuming the Spin Out as if it had occurred on January 1, 2024, beginning of the earliest period presented.

The unaudited pro forma consolidated financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Spin Out taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of Coeptis and they are based on the information available at the time of their preparation. Actual results may differ materially from the assumptions within the unaudited pro forma consolidated financial information.

The unaudited pro forma consolidated financial statements are intended to provide information about the impact of the Spin Out as if it had been consummated earlier. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma consolidated financial statements have been made.

UNAUDITED PRO FORMA SPIN-OUT FINANCIAL INFORMATION

The following unaudited pro forma carve-out financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended. The pro forma adjustments are described in the accompanying footnotes.

The unaudited pro forma carve-out financial statements are intended to provide information about the impact of the divestiture of Spin Out as if the divestiture had been consummated as of and for the period ended December 31, 2025. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma carve-out financial statements have been made.

The Spin Out Adjustments give effect to the Company’s planned divestiture of substantially all its biopharmaceutical operations assets and liabilities other than those related to the operations of GEAR Therapeutics, Inc (the “Spin Out”). The unaudited pro forma carve-out balance sheet as of December 31, 2025 reflects the historical audited consolidated balance sheet of Coeptis Therapeutics Holdings, Inc. as of December 31, 2025 adjusted to show the impact of the divestiture on Coeptis’ audited balance sheet as if the Spin Out occurred on the balance sheet date. The unaudited pro forma carve-out statement of operations for the year ended December 31, 2025 reflects the historical audited consolidated statement of operations of Coeptis Therapeutics Holdings, Inc. for the year ended December 31, 2025 adjusted to show the impact of the divestiture on Coeptis’ audited balance sheet as if the Spin Out occurred on January 1, 2025.

The pro forma information is presented for illustrative purposes only and does not necessarily reflect the financial position of the Company had the divestiture actually occurred on that date, nor does it purport to project the future financial position of the Company following the divestiture. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited spin out adjustments represent management’s estimates based on information available as of the date of the unaudited pro forma carve-out financial information and is subject to change as additional information becomes available and analyses are performed. This information should be read together with the following:

Description of the Spin Out

The Merger Agreement contemplates that prior to the Merger, Coeptis will (i) enter into an assignment and assumption agreement providing for the contribution of substantially all its biopharmaceutical operations assets and liabilities other than those related to the operations of GEAR Therapeutics, Inc. (such Spin Out to include its subsidiary SNAP Biosciences, Inc., in which it currently holds an 73% ownership), to “Spin Out”, in exchange for all the outstanding shares of common stock of Spin Out Sub, (ii) prior to the Merger, consummate the contribution of substantially all of Coeptis’ biopharmaceutical assets and liabilities other than those related to the operations of GEAR Therapeutics, Inc. to Spin Out Sub pursuant to the terms of the assignment and assumption agreement; and (iii) prior to the Merger declare, and following and conditioned upon the Merger, issue a pro rata dividend of all the outstanding shares of common stock of Spin Out Sub to the stockholders of Coeptis existing on the Record Date. In connection with the Spin Out, Coeptis issued to the Spin Out Sub 1,000,000 shares of Coeptis Common Stock and executed and delivered to Spin Out Sub an option agreement in mutually agreeable form that (i) grants the Spin Out Sub 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 the combined company and Spin Out Sub 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 of the Merger, (iii) is exercisable for a period of twenty-four (24) months from the date on which the option becomes exercisable and (iv) contemplates that the exercise price for the option may be paid at the option of Spin Out Sub in cash, by return of shares of Coeptis Common Stock based on the value of the Coeptis Common Stock at the time of exercise of the option, or a combination thereof. Coeptis and Spin Out Sub shall cause the Spin Out transaction to comply with all applicable legal requirements. The Merger Agreement provides that, effective as of immediately prior to the consummation of the Merger but conditioned upon consummation of the Merger, Coeptis shall issue the pro rata dividend of outstanding shares of Spin Out Sub to the stockholders of Coeptis existing as of the record date.

Spin Out Sub

Unaudited Pro Forma Consolidated Carve-out Balance Sheet

As of December 31, 2025

Spin Out Sub

Unaudited Pro Forma Consolidated Carve Out Statement of Operations

For the year ended December 31, 2025

NOTES TO UNAUDITED PRO FORMA CARVE-OUT FINANCIAL INFORMATION

Note 1 – Basis of Pro Forma Presentation

The unaudited pro forma consolidated financial statements reflect adjustments made to the Company’s historical financial statements to present the effects of the divestiture of Spin Out Sub, pursuant to the Merger Agreement. The adjustments are based on preliminary estimates and assumptions, which are subject to change.

The unaudited pro forma consolidated carve-out balance sheet as of December 31, 2025 reflects the historical audited consolidated balance sheet of Coeptis Therapeutics Holdings, Inc. and the divestiture of the Spin Out Sub as of December 31, 2025 on a pro forma basis as if the Spin Out had been consummated on December 31, 2025.

The unaudited pro forma consolidated carve-out statement of operations for the year ended December 31, 2025 reflects the historical audited consolidated statement of operations of Coeptis Therapeutics Holdings, Inc. and the divestiture of the Spin Out Sub for the year ended December 31, 2025 on a pro forma basis as if the Spin Out had been consummated on January 1, 2025, the earliest period presented.

Note 2 – Spin Out Adjustments to the Unaudited Pro Forma Carve-out Financial Information