Hello, and welcome to the Annual and Special Meeting of the Stockholders. Today's meeting is being recorded, and please be advised that no one attending via the webcast or telephone is permitted to use any audio recording device. Chairman of the Board of Directors of Coeptis Therapeutics Holdings Incorporated. Mr. Mehalick, you may begin.
As mentioned, I am the Chief Executive Officer and Chairman of the Board of Directors of Coeptis Therapeutics Holdings Incorporated, and it's my pleasure to... We're excited to be hosting our meeting virtually, as this allows... Web portal, and I want to start out by letting everyone know that the votes... I'm sorry. The polls to vote are now open. In a few minutes, and we will then close the polls. If you intend to vote and have not already done so, you must submit your vote now in order for it to be counted. Revocations or changes after the closings of the polls. If you have already submitted your vote by proxy and do not wish to change your vote... The meeting will be conducted in accordance with the agenda and the rules of conduct, which you will find on the virtual meeting portal.
You can also report on the virtual meeting portal. As is our custom, we will conduct the business portion of our meeting first and answer questions at the end of the meeting. Portal. Out of consideration for others, please limit your question. Please limit yourself to one question. Please also keep in mind questions as possible. In keeping with the digital approach to this annual and special stockholders meeting, it is now 10:00 A.M., and this meeting is officially called to order. As the first order of business, in addition to myself, I would like to introduce the other members of the. Today, we have Dan Yerace, who serves as our Vice President of Operations and as a member of our Board of Directors. Brian Cogley, Christine Sheehy, who serves as our Vice President of Compliance and Secretary.
As the Secretary, Ms. Sheehy of today's meeting and that a quorum is present. Also, participate. He will act as the independent inspector of election and will count and examine all the votes. Mr. [Tirolo] has signed an oath of his duties as inspector with strict impartiality and to the best of his ability. Proposals comes with the unanimous recommendation and full support of the board of directors. Which is the adjournment proposal, will not be needed. Please also note that proposals one through five, the Certificate of Incorporation proposal, the Equity Incentive Plan proposal, and the Board of Directors proposal, are conditioned on each in order for any of them to be approved. As a reminder, the polls are open now, and you can vote .
Proposal number one is the merger proposal. The first item to be voted on today is the proposal to approve the issuance of terms of the merger. I'm sorry, with the terms of the Agreement and Plan of Merger, dated as of April 25, 2020. Merger Sub and Z Squared Inc. An approval of the transaction is contemplated, thereby merger, the merger proposal. The background on the merger transaction is described in detail in the proxy, and on pages 94 through 98 of the proxy statement. The board of directors...
Anyone who is voting by ballot, please mark your ballot for proposal number 1 now. Today is the proposal to approve of the contribution by the company that's biopharmaceutical operations, operations of Gear Therapeutics, Inc, to a newly formed spin-out subsidiary in exchange for all the outstanding, and to then issue a pro-rata dividend of all the outstanding shares of common stock.
Background on the proposed is detail, is described in detail in the proxy statement, including in proposal two, pages 99 through 108 of the proxy statement. The board of directors unanimously recommends that... Mark your ballot for proposal number two now. Proposal number... To the company's amended and restated certificate of incorporation to effect the name change. Corporation to effect the name change of the legal name of the company from Coeptis Therapeutics Holdings, Inc to Z Squared Inc. The background on the proposal is described on page 115. The board of directors unanimously recommends that stockholders vote in favor of this proposal. Proposal four is the approval of the company's 2025. Voted on today is the approval of the company's 2025 incentive compensation plan through...
Percent of the number of shares of common stock issued and outstanding from time to time. Beginning on page 116 of the proxy statement. The board of directors unanimously recommends that stockholders vote in ballot for proposal number four now. Proposal five is the board of directors proposal. The fifth item, effective simultaneous with the closing of the merger until the next annual meeting and until their successors have been duly elected and qualified, as well as information about our directors' compensation and corporate governance, are described in detail in the proxy statement, including in proposal five, beginning on page 1. Directors unanimously recommends that stockholders vote in favor of this proposal.... Anyone who is voting by ballot, please mark your ballot. Proposal six is the option exchange proposal.
The sixth item to be voted on today is the approval of a one-time option event of the company's current outstanding underwater options in order to reset the exercise price of, immediately preceding the date of the option exchange and start a new tenure period, or replace current outstanding options with other awards under this one-time option event is contained in the proxy statement, including in Proposal Six, beginning on page 123 of the proxy statement. In favor of this proposal, and anyone who is voting by ballot, please mark your ballot for proposal number six now. Of independent registered public accounting firm. The seventh item to be voted on today is the ratification of the appointment, December 31, 2025.
The detailed description of information related to the appointment and to Astra Audit in Proposal Seven, beginning on page 124 of the proxy statement. The board of directors unanimously recommends. Anyone who is voting by ballot, please mark your ballot for proposal number seven now. Proposal eight. Item to be voted on today is a non-binding advisory proposal to approve executive compensation. As required by Section 14A, giving our stockholders with the opportunity to cast a non-binding advisory vote on the compensation of our named executive officers, including the compensation tables and narrative discussion contained in the proxy statement. Beginning on page 126 of the proxy statement. The board of directors unanimously recommends that stockholders vote now. The last proposal, proposal number nine, is the adjournment proposal.
The adjournment of the annual meeting to a later date, if necessary or appropriate, to solicit additional proxies if there are insufficient... as previously described. As I mentioned earlier, our board of directors has unanimously recommended... The meeting is now open for any questions that may have been properly submitted by our stockholders through the web portal. Seeing we have not received any questions relating to the proposals, we will now allow stock-- I want to take a minute to express my sincerest thank you to all of our stockholders who have taken the time to attend this annual. Your contribution to Coeptis Therapeutics Holdings, Inc. of election, that each of the proposals presented today have been preliminarily approved by the Coeptis Therapeutics Holdings, Inc start one through eight. The adjournment contemplated by the ninth proposal will not be necessary.
The final results of the meeting will appear in a current report on Form 8-K four business days from this meeting. Having concluded the business as set forth in the proxy statement, I hereby adjourn this annual, and to myself or to Daniel Yerace if you have any questions. On behalf of the board of directors, we thank you for your-
That concludes our meeting today. You may now disconnect.