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Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
_____________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
October 28, 2022
_____________________
COEPTIS THERAPEUTICS HOLDINGS, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
001-39669 |
98-1465952 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
| |
|
|
|
105 Bradford Rd, Suite 420
Wexford, Pennsylvania |
|
15090 |
| (Address of principal executive offices) |
|
(Zip Code) |
724-934-6467
(Registrant’s telephone number, including area code)
Bull Horn Holdings Corp.
801 S Pointe Drive Suite TH-1
Miami Beach, FL 33139
____________________________________________________________
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
|
Common Stock, par value $0.0001 per share |
|
COEP
|
|
Nasdaq Global Market |
| Warrants,
each whole warrant exercisable for one-half of one share of Common Stock for $11.50 per whole share |
|
COEPW |
|
Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This current report contains forward-looking
statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to anticipated future
events, future results of operations or future financial performance. These forward-looking statements include, but are not limited to,
statements relating to our ability to raise sufficient capital to finance our planned operations, market acceptance of our technology
and product offerings, our ability to attract and retain key personnel, our ability to protect our intellectual property, and estimates
of our current cash position and future needs. In some cases, you can identify forward-looking statements by terminology such as “may,”
“might,” “will,” “should,” “intends,” “expects,” “plans,” “goals,”
“projects,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,”
or “continue” or the negative of these terms or other comparable terminology.
These forward-looking statements are only predictions,
are uncertain and involve substantial known and unknown risks, uncertainties and other factors which may cause our (or our industry’s)
actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance
expressed or implied by these forward-looking statements. The “Risk Factors” section of this current report sets forth detailed
risks, uncertainties and cautionary statements regarding our business and these forward-looking statements.
We cannot guarantee future results, levels of
activity or performance. You should not place undue reliance on these forward-looking statements, which speak only as of the date that
they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue
in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any
of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances or to reflect the
occurrence of unanticipated events.
EXPLANATORY NOTE
On October 28, 2022, BH Merge Sub Inc. (“Acquisition
Corp.”), a wholly-owned subsidiary of Bull Horn Holdings Corp., a Delaware corporation (“Bull Horn”), merged
(the “Merger” or the “Business Combination”) with and into Coeptis Therapeutics, Inc., a Delaware corporation
(“Coeptis”). Coeptis was the surviving corporation of that Merger. As a result of the Merger, Bull Horn acquired the
business of Coeptis and will continue the existing business operations of Coeptis as a wholly-owned subsidiary.
As used in this Current Report, the terms the
“Company”, “we,” “us,” and “our” refer to Bull Horn and its
wholly-owned subsidiary Coeptis, after giving effect to the Merger, unless otherwise stated or the context clearly indicates otherwise.
The term “Predecessor” refers to Bull Horn before giving effect to the Merger; and the term “Coeptis”
refers to Coeptis Therapeutics, Inc., before giving effect to the Merger.
This Current Report contains summaries of the
material terms of various agreements executed in connection with the transactions described herein. The summaries of these agreements
are subject to, and are qualified in their entirety by, reference to these agreements, all of which are incorporated herein by reference.
This Current Report is being filed in connection
with a series of transactions consummated by the Company and certain related events and actions taken by the Company.
This current report responds to the following items on Form 8-K:
| Item 2.01 |
Completion of Acquisition or Disposition of Assets |
| |
|
| Item 5.01 |
Changes in Control of the Registrant |
| |
|
| Item 5.02 |
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers |
| |
|
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
| |
|
| Item 5.06 |
Change in Shell Company Status |
| |
|
| Item 7.01 |
Regulation FD Disclosure |
| |
|
| Item 8.01 |
Other Events |
| |
|
| Item 9.01 |
Financial Statements and Exhibits |
TABLE OF CONTENTS
| Item 2.01. |
Completion of Acquisition or Disposition of Assets |
THE MERGER AND RELATED TRANSACTIONS
The Merger
On April 18, 2022, Predecessor, Coeptis and Acquisition
Corp. entered into the Merger Agreement, and completed the Merger on October 28, 2022 (which we refer to as the “Closing Date”).
Before their entry into the Merger Agreement, no material relationship existed between Predecessor and Acquisition Corp., on the one hand,
and Coeptis, on the other hand. A copy of the Merger Agreement is attached as Exhibit 2.1 to the Predecessor’s Current Report on
Form 8-K that was filed on April 19, 2022 to announce the signing of the Merger Agreement and is incorporated herein by reference.
Prior to the consummation of the Merger, Predecessor
domesticated from the British Virgin Islands to the State of Delaware, at which point Predecessor became a Delaware corporation.
Pursuant to the Merger Agreement, on the Closing
Date, Acquisition Corp., a wholly-owned subsidiary of Predecessor, merged with and into Coeptis, with Coeptis remaining as the surviving
entity. Predecessor acquired the business of Coeptis pursuant to the Merger and will continue the existing business operations of Coeptis
as a wholly-owned subsidiary.
Simultaneously with the Merger, on the Closing
Date all of the issued and outstanding shares of Coeptis common stock (including the shares of common stock underlying Coeptis’
series B preferred stock) converted, on a 2.96851721 for 1 basis, into shares of the Company’s common stock, par value $0.0001 per
share (“Company Common Stock”). As of the Closing Date there were no Coeptis options outstanding, and there were warrants
outstanding to purchase an aggregate of 4,642,500 shares of Coeptis common stock at an average exercise price of $2.67 per share, which
warrants converted on the Closing Date into warrants to purchase an aggregate of 1,563,912 shares of Company Common Stock at an average
exercise price of $7.93 per share.
On the Closing Date, the former Coeptis common
stock was exchanged for the right to receive 17,270,079 shares of Company Common Stock (including 2,694,948 shares of Company Common Stock
issued in exchange for the Coeptis series B preferred stock issued and outstanding). The common stockholders of Predecessor before the
Merger retained 2,246,760 shares of our Company Common Stock. As a result, immediately following the Closing, Coeptis’ former stockholders
and Predecessor’s existing stockholders held approximately 88% and 12%, respectively, of the total combined voting power of all
classes of our stock entitled to vote.
The rights attendant to our Company Common Stock
are set forth in the Company’s amended and restated certificate of incorporation, a copy of which is included as Exhibit 3.1 to
this Current Report on Form 8-K.
In the event of any liquidation, dissolution
or winding up of our company, the assets available for distribution to our stockholders will be distributed among the holders of our Company
Common Stock pro rata. The holders of our Company Common Stock are entitled to dividends in the event that we pay cash or other dividends
in property to holders of outstanding shares of our Common Stock, which dividends would be made po rata among the holders of our Company
Common Stock.
The Merger will be treated as a recapitalization
of the Company for financial accounting purposes. The historical financial statements of Predecessor before the Merger will be replaced
with the historical financial statements of Coeptis before the Merger in all future filings with the Securities and Exchange Commission
(the “SEC”).
Following the Closing Date, our board of directors
consists of seven members. Five of these directors were designated by Coeptis, and two of these directors were designated by Predecessor.
On the Closing Date, the then current members of the Company’s board of directors resigned, and the new board of directors took
effect. In a meeting of Predecessor’s stockholders held on October 26, 2022, the new slate of directors was approved by Predecessor’s
stockholders to be seated effective simultaneous with the Closing. As a result, the appointment of David Mehalick, Daniel Yerace, Christopher
Calise, Christopher Cochran, Phillip Deschamps, Tara DeSilva and Gene Salkind as directors was effective immediately upon closing of the
Merger. Also on the Closing Date, the officers of Predecessor resigned and new executive officers of the Company designated by the new
board of directors were appointed. Our officers and directors as of the Closing Date are further identified in this Current Report under
the heading “Directors and Executive Officers.”
The parties have taken all actions necessary
to ensure that the Merger is treated as a tax-free exchange under Section 368(a) of the Internal Revenue Code of 1986, as amended.
The issuance of shares of Company Common Stock
to holders of Coeptis’ capital stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the
“Securities Act”) under a registration statement on Form S-4.
Warrant Exercises; Reg A Offering
Prior to the establishment of the Coeptis record
date of September 16, 2022, for the meeting of Coeptis’ stockholders that was held on October 26, 2022, Coeptis (i) conducted its
final closing of an offering of its shares of Coeptis common stock at a purchase price of $3.00 per share under Regulation A pursuant
to which it raised an aggregate of $3,271,500 and (ii) accepted warrant exercises from certain of its warrant holders for aggregate exercise
proceeds of $5,248,324 at an average exercise price of $1.40 per share. The Regulation A offering was a self-directed offering.
Current Ownership
Immediately after giving effect to the Merger,
our issued and outstanding securities on the closing of the Merger is as follows:
| · | 19,516,839 shares of Company Common Stock; |
| · | 0 shares of Preferred Stock; |
| · | Warrants to purchase 1,563,912 shares of Company Common Stock at an average exercise price of approximately $7.93, which warrants
were assumed in the Merger; and |
| · | Warrants to purchase 7,500,000 shares of Company Common Stock, comprised of (i) 7,500,000 public warrants exercisable to acquire 3,750,000
shares at an exercise price of $11.50 per whole share and (ii) 3,750,000 private warrants exercisable to acquire 3,750,000 shares at an
exercise price of $11.50 per share, which warrants were in place at Predecessor prior to the Merger. |
Accounting Treatment; Change of Control
The Merger is being accounted for as a “reverse
merger,” and Coeptis is deemed to be the acquirer in the reverse merger. Consequently, the assets and liabilities and the historical
operations that will be reflected in the financial statements prior to the Merger will be those of Coeptis, and the consolidated financial
statements after completion of the Merger will include the assets and liabilities of Coeptis, historical operations of Coeptis and operations
of Coeptis from the Closing Date of the Merger. Except as described in the previous paragraphs, no arrangements or understandings exist
among present or former controlling stockholders with respect to the election of members of our board of directors and, to our knowledge,
no other arrangements exist that might result in a change of control of the Company. Further, as a result of the issuance of the shares
of Company Common Stock pursuant to the Merger, a change in control of the Company occurred as of the date of consummation of the Merger.
DESCRIPTION OF BUSINESS
Immediately following the Merger, the business
of Coeptis became the business of the Company. Since prior to the Merger we were a shell company, the business description below is a
description of the Company’s business based on Coeptis’ operations.
Company History
General. The
Company was originally incorporated in the British Virgin Islands on November 27, 2018. On October 27, 2022, the Company (Predecessor)
domesticated from the British Virgin Islands to the State of Delaware. On October 28, 2022, in connection with the closing of the Merger,
the Company changed its corporate name from Bull Horn Holdings Corp. to “Coeptis Therapeutics Holdings, Inc.”
The Merger Transaction. As
described in greater detail above, on October 28, 2022, Acquisition Corp., a wholly-owned subsidiary of Predecessor, merged with and into
Coeptis Therapeutics, Inc., with Coeptis Therapeutics, Inc. as the surviving corporation of the Merger. As a result of the Merger, the
Company acquired the business of Coeptis Therapeutics, Inc., which now continues its existing business operations as the Company’s
wholly-owned subsidiary.
About the Company’s Subsidiaries. Coeptis’
now operates through its direct and indirect wholly-owned subsidiaries Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc. andCoeptis
Pharmaceuticals, LLC.
The Company’s current business model is designed
around furthering the development of its current product portfolio. The Company is continually exploring partnership opportunities with
companies that have novel therapies in various stages of development or companies with technologies that improve the way that drugs are
delivered to patients. The Company seeks the best strategic relationships, which relationships could include in-license agreements, out-license
agreements, co-development arrangements and other strategic partnerships in new and exciting therapeutic areas such as auto-immune disease
and oncology.
Collaborations for Product Development — Research
and Development
Vy-Gen Bio, Inc. In
May 2021, we entered into two exclusive option agreements (the “CD38 Agreements”) relating to separate technologies
(described below) designed to improve the treatment of CD38-related cancers (e.g., multiple myeloma, chronic lymphocytic leukemia,
and acute myeloid leukemia) with VyGen-Bio, Inc. (“Vy-Gen”), a majority-owned subsidiary of Vycellix, Inc., a Tampa,
Florida-based private, immune-centric discovery life science company focused on the development of transformational platform technologies
to enhance and optimize next-generation cell and gene-based therapies, including T cell and Natural Killer (NK) cell-based cancer therapies.
In August 2021, we exercised those two options and acquired a 50% ownership interest in such technologies, with the ownership interest
scalable down to 20% under certain circumstances. In December 2021, we completed our purchase of the 50% ownership interest in the
CD38-Diagnostic and adjusted the downward adjustment percentage for the CD38-GEAR-NK product candidate to 25%.
The CD38 Agreements relate to two separate Vy-Gen
drug product candidates, as follows:
· CD38-GEAR-NK. This Vy-Gen drug product candidate is designed to protect CD38+ NK cells from destruction
by anti-CD38 monoclonal antibodies, or mAbs. CD38-GEAR-NK is an autologous, NK cell-based therapeutic that is derived from a
patient’s own cells and gene-edited to enable combination therapy with anti-CD38 mAbs. We believe CD38-GEAR-NK possesses the
potential to minimize the risks and side effects from CD38-positive NK cell fratricide. While third party license or collaboration
agreements are not required in order for Vy-Gen to develop the product to commercial use, potential strategic relationships will be
considered on an ongoing basis as a potential strategy. No licenses or collaborations are currently being actively pursued.
Market Opportunity. We
believe CD38-GEAR-NK could potentially revolutionize how CD38-related cancers are treated, by protecting CD38+ NK cells from destruction
by anti-CD38 mAbs, thereby promoting the opportunity to improve the treatment of CD38-related cancers, including multiple myeloma, chronic
lymphocytic leukemia, and acute myeloid leukemia.
Multiple myeloma is expected to be the first cancer indication
targeted with CD38-GEAR-NK. Our intent is to seek regulatory approval in the 8 major markets comprised of the United States, the UK, Germany,
Spain, France, Italy, China, and Japan. The total multiple myeloma market size in these 8 countries was $16.27 billion in 2019 and
is expected to increase modestly through 2030, according to DelveInsight.
· CD38-Diagnostic. This
Vy-Gen drug product candidate is an in vitro diagnostic tool to analyze if cancer patients might be appropriate candidates for anti-CD38
mAb therapy. CD38-Diagnostic is an in vitro screening tool that is intended to provide the ability to pre-determine which cancer patients
are most likely to benefit from targeted anti-CD38 mAb therapies, either as monotherapy or in combination with CD38-GEAR-NK. Our
management believes that CD38-Diagnostic also has the potential to develop as a platform technology beyond CD38, including to identify
patients likely to benefit for broad range of mAb therapies across myriad indications. CD38-Diagnostic is a discovery-stage product that
is advancing towards pre-clinical activities. Vy-Gen is actively engaged in the research and development of CD38-Diagnostic, and through
the joint steering committee Coeptis is assessing market opportunities, intellectual property protection and potential regulatory strategy
are all areas of focus. No human clinical trials have been conducted for CD38-Diagnostic as the clinical study requirements are not yet
defined.
Market Opportunity. We
believe CD38-Diagnostic provides opportunity to make more cost-effective medical decisions for the treatment of B cell malignancies with
high CD38 expression, including multiple myeloma, which may help to avoid unnecessary administration of anti-CD38 therapies. CD38-Diagnostic
is anticipated to reduce the number of patients that are subjected to ineffective therapy and to potentially result in significant savings
to healthcare systems.
CD38-Diagnostic is viewed as a potential companion diagnostic
for determining patient suitability and likelihood of positive treatment outcomes for CD38-GEAR-NK and/or CD38 monoclonal antibody therapies.
GEAR-NK Product Overview. GEAR-NK
is an autologous, gene-edited, natural killer cell-based therapeutic development platform that allows for modified NK cells to be co-administered
with targeted mAbs, which, in the absence of the GEAR-NK, would otherwise be neutralized by mAb therapy. GEAR-NK is a pre-clinical in
vitro proof-of-concept product with in vivo evaluations planned for 2023. Vy-Gen is actively engaged in the research and development of
GEAR-NK, and through the joint steering committee Coeptis is assessing market opportunities, intellectual property protection and potential
regulatory strategy. No human clinical trials have been conducted for GEAR-NK but are planned for 2024.
In May 2021, Coeptis made initial payments
totaling $750,000 under the CD38 Agreements, to acquire the exclusive options to acquire co-development rights with respect to CD38-GEAR-NK
and CD38-Diagnostic. On August 15, 2021, Coeptis entered into amendments to each of the CD038 Agreements. In connection with the
two amendments, Coeptis delivered to VyGen promissory notes aggregating $3,250,000 with maturity dates of December 31, 2021, and
made a cash payment of $1,000,000, upon which cash payment we exercised the two definitive option purchase agreements. In December 2021,
we completed our payment obligations to secure our rights to 50% of the net revenue stream related to the CD38-Diagnostic, and also entered
into an amendment of the CD038-GEAR-NK promissory note to extend the maturity date to March 31, 2022 (which date was subsequently extended
to September 30, 2022) and to increase the scalable downward adjustment percentage for the CD38-GEAR-NK product candidate to 25%. Pursuant
to the CD038-GEAR-NK amendment and subsequent extension, if the promissory note is timely paid by September 30, 2022, Coeptis will maintain
its rights to 50% of the net revenue stream related to the CD38-GEAR-NK product candidate, and if the CD38-GEAR-NK promissory note is
not timely paid by September 30, 2022, Coeptis’ rights with respect to CD38-GEAR-NK will automatically be reduced to 25% and the
promissory note will be automatically cancelled and will no longer be due or payable. Details of the two August amendments and the December
amendment are summarized in the amendments attached at Exhibits 4.1 and 4.2 to our Current Report on Form 8-K dated August 19,
2021 and Exhibit 4.2 to our Current Report on Form 8-K dated December 27, 2021.
In connection with the Vy-Gen relationship and the
Company’s rights in respect of the two product candidates described above, in December 2021 Coeptis and Vy-Gen entered into
a co-development and steering committee agreement. The co-development and steering committee agreement provides for the governance and
economic agreements between the Company and Vy-Gen related of the development of the two Vy-Gen drug product candidates and the revenue
sharing related thereto, including each company having a 50% representation on the steering committee and each company receiving 50% of
the net revenues related to the Vy-Gen product candidates (scalable downward to 25% for the CD38-GEAR-NK as described above). Related
to the joint development, Coeptis, under the direction of the joint steering committee, is currently assessing market opportunities, intellectual
property protection and potential regulatory strategies for the CD38 Assets, and VyGen is overseeing the development activities being
conducted through the scientists at Karolinska Institute. Details of the co-development and steering committee agreement are summarized
in the agreement attached as Exhibit 4.1 to our Current Report on Form 8-K dated December 27, 2021.
Statera BioPharma. Coeptis
executed a binding Letter of Intent (LOI) with Statera BioPharma, a clinical stage biopharmaceutical company developing immunotherapy
via its proprietary AIMS platform. The LOI details a collaboration between the two companies for STAT-201, a product in development for
Crohn’s disease, including co-development and co-commercialization. Coeptis is to assist Statera BioPharma in its efforts to develop
and commercialize STAT-201 in adult and pediatric populations. The LOI reserves for Statera BioPharma overall authority on the STAT-201
program, with support from Coeptis in the areas of clinical trials, development, CMC manufacturing, supply chain, market access, sales
and marketing and commercial launch strategy. Coeptis is to receive development fees and commercial milestones under the to-be-completed
definitive agreement. In August 2022, Coeptis and Statera mutually agreed to terminate the strategic agreement.
Vici Health Sciences, LLC. In
2019, Coeptis entered into a co-development agreement with Vici Health Sciences, LLC (“Vici”). Through this partnership,
Vici and Coeptis would co-develop, seek FDA approval and share ownership rights to CPT60621, a novel, ready to use, easy to swallow, oral
liquid version of an already approved drug used for the treatment of Parkinson’s Disease (PD). As Coeptis continues to direct its
operational focus towards the Vy-Gen opportunities previously described, we have recently stopped allocating priority resources to the
development of CPT60621. Coeptis and Vici are currently in negotiations in which Vici intends to buy-out most or all of Coeptis’
remaining ownership rights.
University of Pittsburgh Option: In
April 2022, Coeptis entered into an exclusive option agreement with the University of Pittsburgh to allow Coeptis an opportunity to evaluate
certain intellectual property and patent rights to the following three CAR-T technologies: (i) mSA2 affinity-enhanced biotin-binding CAR,
(ii) universal self-labeling SynNotch and CARs for programable antigen-targeting, and (iii) conditional control of universal CAR-T cells
through stimulus-reactive adaptors. Coeptis paid the University of Pittsburgh a non-refundable $5,000 fee for the exclusive option rights
to the three CAR-T technologies. As described below, Coeptis has exercised its option and entered into a license agreement with respect
to universal self-labeling SynNotch and CARs for programable antigen-targeting. The other two technologies currently remain part of the
option agreement.
CAR-T License: On
August 31, 2022, Coeptis entered into an exclusive license agreement with the University of Pittsburgh for certain intellectual property
rights related to the universal self-labeling SynNotch and CARs for programable antigen-targeting technology platform. Coeptis paid the
University of Pittsburgh a non-refundable fee in the amount of $75,000 for the exclusive patent rights to the licensed technology.
A key potential benefit that we see in the licensed
technology is its potential application in therapeutic treatments that involve solid tumors. While there are currently a number of FDA-approved
CAR-T therapies for hematologic malignancies, there are currently no CAR-T therapies marketed that are indicated for the treatment of
solid tumors.
Under the terms of the agreement, Coeptis has been
assigned the worldwide development and commercialization rights to the licensed technology in the field of human treatment of cancer with
antibody or antibody fragments using SNAP-CAR T cell technology, along with (i) an intellectual property portfolio consisting of issued
and pending patents and (ii) options regarding future add-on technologies and developments. In consideration of these rights, Coeptis
paid an initial license fee of $75,000, and will have annual maintenance fees ranging between $15,000 and $25,000, as well as developmental
milestone payments (as defined in the agreement and royalties equal to 3.5% of net sales. Additionally, the agreement contemplates that
we will enter into a Sponsored Research Agreement with the University of Pittsburgh within ninety days of the execution of the agreement,
with the goal of further researching and optimizing the SNAP-CAR platform.
The SNAP-CAR Platform: Chimeric
antigen receptor (CAR) therapy is a new treatment for cancer in which a patient’s T cells (a type of immune cell) are genetically
engineered to recognize cancer cells to target and destroy them. Cells are extracted from the patient and then genetically engineered
to make the CAR and are re-introduced back into the patient. This therapy is revolutionizing the treatment of many blood cancers including
B cell leukemias and lymphomas by targeting specific proteins found on these cancers, and there is hope in treating additional cancers
including solid tumors by having them recognize new targets. The “SNAP-CAR” CAR T cell therapy platform is being developed
to be a universal therapeutic. The SNAP-CAR technology is in the preclinical stage of development at the University of Pittsburgh. Instead
of directly binding to a target on the tumor cell, the CAR T cells are co-administered with one or more antibody adaptors that bind to
the tumor cells and are fitted with a chemical group that irreversibly connects them to the SNAP-CAR on the therapeutic cells via a covalent
bond. A covalent bond is the highest affinity bond possible, and we believe this binding could translate into highly potent therapeutic
activity.
Pre-clinical studies in mice have demonstrated a
potential benefit that by targeting solid tumors via antibody adaptor molecules, the SNAP-CAR therapy may be able to provide a highly
programmable therapeutic platform, one that we envision could deliver several potential advantages over standard CAR-T treatments, including:
| · | Reduction of Potential Toxicity: The therapeutic activity of the SNAP-CAR T cells is being developed to allow
controls by way of the antibody dose, which we envision would allow clinicians to mitigate toxicity from over-activity. We also envision
that the immune response against cancer may also be boosted in patients administered with additional doses of the tagged tumor-specific
antibody; and |
| · | Reduction in Cancer Relapse: Relapse from CAR T cell therapy often results from the loss or down-regulation
of the targeted protein on the cancer. Our research and development will continue the pre-clinical development efforts to date, which
focuses in part on the potential avoidance of or reduction in relapses by combining SNAP-CAR T cells with antibodies targeting multiple
antigens at once. |
Market Opportunity: Due
to its unique targeting and binding properties, we believe the SNAP-CAR platform could help accelerate the utilization and effectiveness
of CAR T cell therapies for the treatment of solid tumors. By way of market size, according to Polaris Market Research, the CAR-T cell
therapy market size is expected to reach $20.56 billion by 2029 (from $1.96 billion in 2021), representing a compound annual growth rate
(CAGR) of 31.6% during the forecast period from 2022 to 2029. However, based on the anticipated application of the licensed technology
(i.e. initially focusing on solid tumor treatment) we cannot at this time project the market size of our target market until we further
develop the licensed technology and settle on the initial target indications and follow-up indications. Additional research and analysis
are being conducted which will aid us in the proper identification and selection of the cancer indication(s) we intend to further study.
Once the optimal indication(s) are selected and the overall development strategy is further identified, the market opportunity can be
further defined.
Sales and Marketing
We currently do not have in-house commercial capabilities
required to market and distribute FDA-approved products. Therefore, we will be required to partner with firms who are capable of conducting
all sales, marketing, distribution, contracting and pricing for our future products. There is assurance that we will be able to secure
the services of such a firm or that any such firm will be able to achieve sales expectations.
Our Growth Strategy
To achieve our goals, we intend to deploy an aggressive,
four-pronged, growth strategy listed below that we believe will help us maximize our success and deleverage some of the risk of finding,
solely developing and funding our own products.
Strategic Partnerships — We
will focus on expanding our existing pipeline through establishing strategic partnerships with companies that have interesting products
and technologies. We intend to focus on novel, early-stage and preclinical assets in a variety of therapeutic areas, including oncology
and autoimmune diseases.
Business Development — We
will continue to seek to for acquisition or partnering novel products and technologies that we believe will improve patient outcomes.
We will seek to identify companies with products and technologies that are seeking assistance in developing and commercializing these
assets. We will assess the commercial market opportunities for all potential products and technologies to determine if there are enough
advantages to allow them to be viable, if they are developed.
Portfolio Optimization — We
will continue to evaluate, prioritize, optimize, and make appropriate changes in our pipeline portfolio as market development dynamics
and/or product opportunities change. For example, it may be a strategic business decision for us to divest certain products and/or agreements
to other companies so we can best focus on its core assets.
Commercial Development — While
not a current key focus of our company, we will continue to analyze opportunities to participate and assist in the commercial development
activities directly or with strategic partners. Commercial development activities may include, but are not limited to, clinical development,
CMC manufacturing, supply chain management, market research, healthcare economics, market access, sales/marketing, and commercial launch
strategies.
Employees
Currently, we have five employees, of which four
are full-time employees, and one is a part-time employee. Our employees are not represented by any labor union or any collective bargaining
arrangement with respect to their employment with the Company. We have never experienced any work stoppages or strikes as a result of
labor disputes. We believe that our employee relations are good.
Certain of our employees have been reporting to
work remotely due to the COVID-19 outbreak. Our operations or productivity may continue to be impacted throughout the duration of the
COVID-19 outbreak and government-mandated closures.
Legal Proceedings
From time to time, we may become involved in various
lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties,
and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of
any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating
results.
Description of Property
We rent office space in Wexford, Pennsylvania for $3,750 per month.
Our current lease ends on May 31, 2024. These facilities are adequate for our current needs.
Risks Associated with our Business
There are a number of risks related to us and our
operations. You should carefully review the risks described in “Risk Factors and Special Considerations” beginning on page
8. If any of these risks actually occurs, our business, financial condition, results of operations and prospects would likely be materially,
adversely affected. In that event, the trading price of our common stock could be adversely impacted, and you could lose part or all of
your investment. Below is a summary of some of the principal risks we face:
| |
· |
We may not be able to successfully implement our growth strategy on a timely basis or at all; |
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· |
We may have difficulties managing our anticipated growth, or we may not grow at all; |
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· |
We have a history of losses, we expect to incur losses in the future and we may not be able to achieve or maintain profitability; |
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We may not be able to initiate and complete preclinical studies and clinical trials for our product candidates which could adversely affect our business; |
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· |
We may not be able to obtain and maintain the third-party relationships that are necessary to develop, commercialize and manufacture some or all of our product candidates; |
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We may encounter difficulties in managing our growth, which could adversely affect our operations; |
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· |
We need to obtain financing in order to continue our operations; |
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· |
The drug development and approval process is uncertain, time-consuming and expensive; |
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· |
Competition in the biotechnology and pharmaceutical industries may result in competing products, superior marketing of other products and lower revenues or profits for us; |
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· |
Federal laws or regulations on drug importation could make lower cost versions of our future products available, which could adversely affect our revenues, if any; |
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The regulatory approval process is costly and lengthy, and we may not be able to successfully obtain all required regulatory approvals; |
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Healthcare reform measures could adversely affect our business; |
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· |
Protecting and defending against intellectual property claims may have a material adverse effect on our business; |
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If we are not able to retain our current senior management team and our scientific advisors or continue to attract and retain qualified scientific, technical and business personnel, our business will suffer; and |
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· |
We may not be able to successfully manage the transition to our post-Merger operations and maintain our listing on the Nasdaq Global Market; and |
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There is a substantial doubt about our ability to continue as a going concern. |
RISK FACTORS AND SPECIAL CONSIDERATIONS
You should carefully consider all the following
risk factors, together with all of the other information in this Current Report, including the financial information. We operate in a highly competitive and highly regulated business environment.
Our business can be expected to be affected by government regulation, economic, political and social conditions, business’ response
to new and existing products and services, technological developments and the ability to obtain and maintain patent and/or other intellectual
property protection for our products and intellectual property. Our actual results could differ materially from management’s expectations
because of changes both within and outside of our control. Due to such uncertainties and the risk factors set forth in this Current Report,
prospective investors are cautioned not to place undue reliance upon such forward-looking statements.
Throughout this section, references to the “Company”
refer to the Company and its consolidated subsidiaries as the context so requires.
This Report contains forward-looking statements.
Information provided in this Current Report may contain forward-looking statements which reflect management’s current view with
respect to future events, the viability or efficacy of our products and our future performance. Such forward-looking statements may include
projections with respect to market size and acceptance, revenues and earnings, marketing and sales strategies and business operations,
as well as efficacy of our products. The risk factors discussed below cover not only our current products, product candidates and relationships,
but also the risks we expect to encounter when and if we add new product candidates and approved products to our proprietary portfolio,
which new products, if added, we expect to be a various stages of pre-clinical and perhaps clinical development.
General Risks
There is a substantial doubt about Coeptis’ ability to
continue as a going concern.
The report of Coeptis’ independent auditors
that accompanies Coeptis’ consolidated financial statements includes an explanatory paragraph indicating there is a substantial
doubt about Coeptis’ ability to continue as a going concern, citing Coeptis’ need for additional capital for the future planned
expansion of Coeptis’ activities and to service Coeptis’ ordinary course activities (which may include servicing of indebtedness).
The inclusion of a going concern explanatory paragraph in the report of Coeptis’ independent auditors will make it more difficult
for us to secure additional financing or enter into strategic relationships on terms acceptable to us, if at all, and likely will materially
and adversely affect the terms of any financing that we might obtain. Coeptis’ financial statements do not include any adjustments
that may result from the outcome of this uncertainty.
We have incurred significant losses in prior periods, and losses
in the future could cause the quoted price of Coeptis’ common stock to decline or have a material adverse effect on Coeptis’
financial condition, Coeptis’ ability to pay its debts as they become due, and on its cash flows.
For the twelve months ended
December 31, 2021, we incurred a net loss of 13,449,280 and, as of that date, we had an accumulated deficit of $27,550,126. For
the three months ended June 30, 2022, Coeptis incurred a net loss of $9,802,837 and, as of that date, had an accumulated
deficit of $56,532,658. Any losses in the future could cause the quoted price of Coeptis’ common stock to decline or have a
material adverse effect on Coeptis’ financial condition, its ability to pay its debts as they become due, and on its cash
flows.
To date, we have generated only minimal product
revenue. We expect that our planned product development and strategic expansion pursuits will increase losses significantly over the next
five years. In order to achieve profitability, we will be required to generate significant revenue. We cannot be certain that we
will generate sufficient revenue to achieve profitability. We anticipate that we will continue to generate operating losses and experience
negative cash flow from operations at least through the end of 2023 or longer. We cannot be certain that we will ever achieve profitability
or that, if profitability is achieved, that is will be maintained. If our revenue grows at a slower rate than we anticipate or if our
product development, marketing and operating expenses exceed our expectations or cannot be adjusted accordingly, our business, results
of operation and financial condition will be materially adversely affected and we may be unable to continue operations.
We will not be able to generate meaningful product
revenue unless and until one of our product candidates or co-development products successfully completes clinical trials and receives
regulatory approval. As some of our current and projected future product candidates or co-development products are, and we expect will
be, at an early proof-of-concept stage, we do not expect to receive revenue from any of these products for several years, if at all.
We intend to seek to obtain revenue from collaboration or licensing agreements with third parties. We recently shifted our operational
focus away from Conjupri and Consensi, in order to focus our efforts on our other product opportunities described elsewhere in this Current
Report. We expect that we will need to rely on key third-party agreements, in order to be in a position to realize material revenues in
the future, and we may never enter into any such agreements or realize material, ongoing future revenue. Even if we eventually generate
revenues, we may never be profitable, and, if we do achieve profitability, we may not be able to sustain or increase profitability on
a quarterly or annual basis.
The COVID-19 pandemic could have a material adverse impact on
our business, results of operations and financial condition.
In December 2019, a novel strain of coronavirus
was reported to have surfaced in Wuhan, China. In January 2020, the World Health Organization declared the COVID-19 outbreak a “Public
Health Emergency of International Concern.” This worldwide outbreak has resulted in the implementation of significant governmental
measures, including lockdowns, closures, quarantines and travel bans intended to control the spread of the virus. Companies are also taking
precautions, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing businesses and facilities.
These restrictions, and future prevention and mitigation measures, have had an adverse impact on global economic conditions and are likely
to have an adverse impact on consumer confidence and spending, which could materially adversely affect the supply of, as well as the demand
for, our products. Uncertainties regarding the economic impact of COVID-19 is likely to result in sustained market turmoil, which could
also negatively impact our business, financial condition and cash flows.
If our operations or productivity continue to be
impacted throughout the duration of the COVID-19 outbreak and government-mandated closures, which may negatively impact our business,
financial condition and cash flows. The extent to which the COVID-19 pandemic will further impact our business will depend on future developments
and, given the uncertainty around the extent and timing of the potential future spread or mitigation and around the imposition or relaxation
of protective measures, we cannot reasonably estimate the impact to our business at this time.
The extent of COVID-19’s effect on our operational
and financial performance will depend on future developments, including the duration, spread and intensity of the outbreak, all of which
are uncertain and difficult to predict considering the rapidly evolving landscape. As a result, it is not currently possible to ascertain
the overall impact of COVID-19 on our business. However, if the pandemic continues for a prolonged period it could have a material adverse
effect on our business, results of operations, financial condition and cash flows and adversely impact the trading price of our common
stock.
If we are unable to manage future expansion effectively, our
business may be adversely impacted.
In the future, we may experience rapid growth in
our business, which could place a significant strain on our operations, in general, and our internal controls and other managerial, operating
and financial resources, in particular. If we are unable to manage future expansion effectively, our business would be harmed. There is,
of course, no assurance that we will enjoy rapid development in our business.
The Company’s ability to be successful will depend upon
the efforts of the Company’s Board and our key personnel and the loss of such persons could negatively impact the operations and
profitability of the Company’s business.
The Company’s ability to be successful is
dependent upon the efforts of the Company’s board members and key personnel, in particular our President and Chief Executive Officer
David Mehalick. We cannot assure you that the Company’s board members and key personnel will be effective or successful or remain
with the Company. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating
a public company, which could cause the Company’s management to expend time and resources becoming familiar with such requirements.
We have employment agreements in place with Mr. Mehalick and with Daniel Yerace, but no other persons. See “Executive Compensation”
for further discussion. The loss of service of Mr. Mehalick, in particular, for any reason, could seriously impair our ability to effectuate
our business plan, which could have a materially adverse effect on our business and future results of operations. We also have not purchased
any key-man life insurance.
If we are unable to recruit and retain key personnel, our business
may be harmed.
If we are unable to attract and retain key personnel,
our business may be harmed. Our failure to enable the effective transfer of knowledge and facilitate smooth transitions with regard to
our key employees could adversely affect our long-term strategic planning and execution.
Our business plan is not based on independent market studies.
We have not commissioned any independent market
studies concerning our business plans. Rather, our plans for implementing our business strategy and achieving profitability are based
on the experience, judgment and assumptions of our management. If these assumptions prove to be incorrect, we may not be successful in
our business operations.
Our Board of Directors may change our policies without shareholder
approval.
Our policies, including any policies with respect
to investments, leverage, financing, growth, debt and capitalization, will be determined by our Board of Directors or officers to whom
our Board of Directors delegate such authority. Our Board of Directors will also establish the amount of any dividends or other distributions
that we may pay to our shareholders. Our Board of Directors or officers to which such decisions are delegated will have the ability to
amend or revise these and our other policies at any time without shareholder vote. Accordingly, our shareholders will not be entitled
to approve changes in our policies, which policy changes may have a material adverse effect on our financial condition and results of
operations.
We need to obtain financing in order to continue our operations
and pursue strategic transactions.
On a prospective basis, we will require both short-term
financing for operations and long-term capital to fund our expected growth. We currently have no existing bank lines of credit and have
not established any definitive sources for additional financing. We believe that cash on hand will be sufficient to meet our short-term
financial requirements into the 3rd quarter of 2023 assuming that we elect not to pursue and consummate strategic transactions
prior to that time. However, we will require additional funds if we want to fully implement our business plan and growth strategy, including
strategic transactions, which funds could come in the form of equity, debt (including secured debt) or a combination of the two. Additional
financing may not be available to us, or if available, then it may not be available upon terms and conditions acceptable to us. If adequate
funds are not available, then we may be required to delay, reduce or eliminate product development or clinical programs. Our inability
to take advantage of opportunities in the industry because of capital constraints may have a material adverse effect on our business and
our prospects. If we fail to obtain the capital necessary to fund our operations, we will be unable to advance our development programs
and complete our clinical trials.
In addition, our research and development expenses
could exceed our current expectations. This could occur for many reasons, including:
| · | some or all of our product candidates and co-development candidates fail in clinical or preclinical studies and we are forced to seek
additional product candidates; |
| · | our product candidates and co-development candidates require more extensive clinical or preclinical testing than we currently expect; |
| · | we advance more of our product candidates and co-development candidates than expected into costly later stage clinical trials; |
| · | we advance more preclinical product candidates and co-development candidates than expected into early-stage clinical trials; |
| · | we are required, or consider it advisable, to acquire or license rights from one or more third parties; or |
| · | we determine to acquire or license rights to additional product candidates and co-development candidates or new technologies. |
While we expect to seek additional funding through
public or private financings, we may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of our financings
may be dilutive to, or otherwise adversely affect, holders of our common stock and other capital securities. We may also seek additional
funds through arrangements with collaborators or other third parties. These arrangements would generally require us to relinquish rights
to some of our technologies, product candidates or products, and we may not be able to enter into such agreements, on acceptable terms,
if at all. If we are unable to obtain additional funding on a timely basis, we may be required to curtail or terminate some or all of
our development programs, including some or all of our product candidates.
We currently do not have sufficient cash to fully implement our
business plan.
We have experienced a lack of adequate capital resources
causing us to be unable to fully implement our full business plan. We believe that we need to raise or otherwise obtain additional financing
beyond our current cash position in order to satisfy our existing obligations and fully implement our business plan. We do not expect
to have positive cash flow until the end of 2023 or longer. If we are not successful in obtaining additional financing, including pursuant
to this offering, we will not be able to fully implement our business plan and we may not be able to continue our operations.
We have a limited operating history and a history of operating
losses, and expect to incur significant additional operating losses.
We began our business in 2017 and have a limited
operating history. Although we have enlisted the assistance of pharmaceutical experts, our lack of experience may cause us to encounter
unforeseen problems that could have a material adverse effect on our business and financial condition. Further, there is limited historical
financial information upon which to base an evaluation of our performance.
The drug development and approval process is uncertain, time-consuming
and expensive.
The process of obtaining and maintaining regulatory
approvals for new therapeutic products is lengthy, expensive and uncertain. It also can vary substantially based on the type, complexity,
and novelty of the product. We, or our co-development partners, must provide the FDA and foreign regulatory authorities with preclinical
and clinical data demonstrating that our products are safe and effective before they can be approved for commercial sale. Clinical development,
including preclinical testing, is a long, expensive and uncertain process. It may take us several years to complete our testing,
and failure can occur at any stage of testing. Any preclinical or clinical test may fail to produce results satisfactory to the FDA. Preclinical
and clinical data can be interpreted in different ways, which could delay, limit or prevent regulatory approval. Negative or inconclusive
results from a preclinical study or clinical trial, adverse medical events during a clinical trial or safety issues resulting from products
of the same class of drug could cause a preclinical study or clinical trial to be repeated or a program to be terminated, even if other
studies or trials relating to the program are successful.
We will be required to sustain and further build our intellectual
property rights.
We do not currently have any intellectual property
rights in our name in respect of our current assets, and instead have rights in respect of our current assets through agreements with
third parties. We intend to fully protect any product, formulation and process that we develop with appropriate intellectual property
registrations. If we fail to sustain and further build our direct and indirect intellectual property rights, competitors will be able
to take advantage of our research and development efforts to develop competing products. If we are not able to protect our proprietary
technology, trade secrets, and know-how, our competitors may use our inventions to develop competing products. Our future patents and
patent applications, even if granted, may not protect us against our competitors. Patent positions generally, including those of other
pharmaceutical and biotechnology companies, are or will be generally uncertain and involve complex legal, scientific and factual questions.
The standards which the United States Patent and Trademark Office uses to grant patents, and the standards which courts use to interpret
patents, are not always applied predictably or uniformly and can change, particularly as new technologies develop. Consequently, the level
of protection, if any, that will be provided by our direct or indirect patent rights from time to time if we attempt to enforce them,
and they are challenged, is uncertain. In addition, the type and extent of patent claims that will be issued to us in the future is uncertain.
Any patents that are issued may not contain claims that permit us to stop competitors from using similar technology.
In addition, we may also rely on unpatented technology,
trade secrets, and confidential information. We may not be able to effectively protect our rights to this technology or information. Other
parties may independently develop substantially equivalent information and techniques or otherwise gain access to or disclose our technology.
We will generally require each of our employees, consultants, collaborators, and certain contractors to execute a confidentiality agreement
at the commencement of an employment, consulting, collaborative, or contractual relationship with us. However, these agreements may not
provide effective protection of our technology or information or, in the event of unauthorized use or disclosure, they may not provide
adequate remedies.
Patent positions are often uncertain and involve
complex legal and factual questions. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent
as the laws of the United States. Whether filed in the United States or abroad, our patent applications may be challenged or
may fail to result in issued patents. In addition, any future patents we obtain may not be sufficiently broad to prevent others from practicing
our technologies or from developing or commercializing competing products. Furthermore, others may independently develop or commercialize
similar or alternative technologies or drugs, or design around our patents. Our patents may be challenged, invalidated or fail to provide
us with any competitive advantages. We may not have the funds available to protect our patents or other technology; such protection is
costly and can result in further litigation expenses.
If we do not obtain or we are unable to maintain
adequate patent or trade secret protection for our products in the United States, competitors could duplicate them without repeating
the extensive testing that we will be required to undertake to obtain approval of the products by the FDA. Regardless of any patent
protection, under the current statutory framework the FDA is prohibited by law from approving any generic version of any of our products
for a period of years that would be determined based on the nature of the product (i.e. an orphan drugs would get 7 years, a
new chemical entity would get 5 years and a new clinical investigation would get 3 years). Upon the expiration of that period,
or if that time period is altered, the FDA could approve a generic version of our product unless we have patent protection sufficient
for us to block that generic version. Without sufficient patent protection, the applicant for a generic version of our product would be
required only to conduct a relatively inexpensive study to show that its product is bioequivalent to our product and may not have to repeat
the studies that we will need to conduct to demonstrate that the product is safe and effective. In the absence of adequate patent protection
in other countries, competitors may similarly be able to obtain regulatory approval in those countries of products that duplicate our
products.
We will be required to comply with our obligations in our intellectual
property licenses and other agreements with third parties.
If we fail to comply with our obligations in our
intellectual property licenses and other agreements with third parties, we could lose license rights that are important to our business.
We are not currently party to any intellectual property license agreement with any third parties, but we anticipate that in-licensing
and co-development will be strategies that we utilize as we continue to pursue our growth strategy. We expect to enter into licenses and
co-development and other agreements in the future, and we expect these agreements to impose, various diligences, milestone payment, royalty,
insurance and other obligations on us. If we fail to comply with these obligations, the licensor may have the right to terminate the license,
in which event we might not be able to market any product that is covered by the licensed patents.
We may need to resort to litigation to enforce or
defend our intellectual property rights, including any patents issued to us. If a competitor or collaborator files a patent application
claiming technology also invented by us, in order to protect our rights, we may have to participate in an expensive and time-consuming
interference proceeding before the United States Patent and Trademark Office. We cannot guarantee that our product candidates will
be free of claims by third parties alleging that we have infringed their intellectual property rights. Third parties may assert that we
are employing their proprietary technologies without authorization and they may resort to litigation to attempt to enforce their rights.
Third parties may have or obtain patents in the future and claim that the use of our technology or any of our product candidates infringes
their patents. We may not be able to develop or commercialize combination product candidates because of patent protection others have.
Our business will be harmed if we cannot obtain a necessary or desirable license, can obtain such a license only on terms we consider
to be unattractive or unacceptable, or if we are unable to redesign our product candidates or processes to avoid actual or potential patent
or other intellectual property infringement. Obtaining, protecting and defending patent and other intellectual property rights can be
expensive and may require us to incur substantial costs, including the diversion of management and technical personnel. An unfavorable
ruling in patent or intellectual property litigation could subject us to significant liabilities to third parties, require us to cease
developing, manufacturing or selling the affected products or using the affected processes, require us to license the disputed rights
from third parties, or result in awards of substantial damages against us.
There can be no assurance that we would prevail
in any intellectual property infringement action, will be able to obtain a license to any third-party intellectual property on commercially
reasonable terms, successfully develop non-infringing alternatives on a timely basis, or license non-infringing alternatives, if any exist,
on commercially reasonable terms. Any significant intellectual property impediment to our ability to develop and commercialize our products
could seriously harm our business and prospects.
Patent litigation or other litigation in connection with our
intellectual property rights may lead to publicity that may harm our reputation and the value of our common stock may decline.
During the course of any patent litigation, there
may be public announcements of the results of hearings, motions, and other interim proceedings or developments in the litigation. If securities
analysts or investors regard these announcements as negative, the value of our common stock may decline. General proclamations or statements
by key public figures may also have a negative impact on the perceived value of our intellectual property.
Protecting and defending against intellectual property claims
may have a material adverse effect on our business.
From time to time, we may receive notice that others
have infringed on our proprietary rights or that we have infringed on the intellectual property rights of others. There can be no assurance
that infringement or invalidity claims will not materially adversely affect our business, financial condition or results of operations.
Regardless of the validity or the success of the assertion of claims, we could incur significant costs and diversion of resources in protecting
or defending against claims, which could have a material adverse effect on our business, financial condition or results of operations.
We may not have the funds or resources available to protect our intellectual property.
Our competitors and potential competitors may develop products
and technologies that make ours less attractive or obsolete.
Many companies, universities, and research organizations
developing competing product candidates have greater resources and significantly greater experience in financial, research and development,
manufacturing, marketing, sales, distribution, and technical regulatory matters than we have. In addition, many competitors have greater
name recognition and more extensive collaborative relationships. Our competitors could commence and complete clinical testing of their
product candidates, obtain regulatory approvals, and begin commercial-scale manufacturing of their products faster than we or our co-development
partners are able to for our products. They could develop products that would render our product candidates and co-development candidates,
and those of our collaborators, obsolete and noncompetitive. If we are unable to compete effectively against these companies, then we
may not be able to commercialize our product candidates or achieve a competitive position in the market. This would adversely affect our
ability to generate revenues.
Competition in the biotechnology and pharmaceutical industries
may result in competing products, superior marketing of other products and lower revenues or profits for us.
There are many companies that are seeking to develop
products and therapies for the treatment of the same diseases that we are currently targeting. Many of our competitors have substantially
greater financial, technical, human and other resources than we do and may be better equipped to develop, manufacture and market technologically
superior products. In addition, many of these competitors have significantly greater experience than we do in undertaking preclinical
testing and human clinical studies of new pharmaceutical products and in obtaining regulatory approvals of human therapeutic products.
Accordingly, our competitors may succeed in obtaining FDA approval for superior products.
Other risks and uncertainties include:
| · | our ability to successfully complete preclinical and clinical development of our products and services. |
| · | our ability to manufacture sufficient amounts of products for development and commercialization activities. |
| · | our ability to obtain, maintain and successfully enforce adequate patent and other proprietary rights protection of our products and
services. |
| · | the scope, validity and enforceability of patents and other proprietary rights held by third parties and their impact on our ability
to commercialize our products and services. |
| · | the accuracy of our estimates of the size and characteristics of the markets to be addressed by our products and services, including
growth projections. |
| · | market acceptance of our products and services. |
| · | our ability to identify new patients for our products and services. |
| · | the accuracy of our information regarding the products and resources of our competitors and potential competitors. |
| · | the content and timing of submissions to and decisions made by the US Food and Drug Administration (FDA) and other regulatory agencies. |
| · | our ability to obtain reimbursement for our products and services from third-party payors, and the extent of such coverage. |
| · | our ability to establish and maintain strategic license, collaboration and distribution arrangements. |
| · | the continued funding of our collaborations and joint ventures, if any are ultimately established. |
| · | the possible disruption of our operations due to terrorist activities and armed conflict, including as a result of the disruption
of operation of our subsidiaries and our customers, suppliers, distributors, couriers, collaborative partners, licensees and clinical
trial sites. |
Positive or timely results from preclinical studies
and early clinical trials do not ensure positive or timely results in late-stage clinical trials or product approval by the FDA or any
other regulatory authority. Product candidates that show positive preclinical or early clinical results often fail in later stage clinical
trials. Data obtained from preclinical and clinical activities is susceptible to varying interpretations, which could delay, limit, or
prevent regulatory approvals.
We have limited experience in conducting the clinical
trials required to obtain regulatory approval. We may not be able to conduct clinical trials at preferred sites, enlist clinical investigators,
enroll sufficient numbers of participants, or begin or successfully complete clinical trials in a timely fashion, if at all. Any failure
to perform may delay or terminate the trials. Once Phase 1 human trials are initiated, the pre-defined clinical outcome(s) may not be
achieved. As a result, additional clinical trials may be required if clinical trial results are negative or inconclusive, which will require
us to incur additional costs and significant delays. If we do not receive the necessary regulatory approvals, we will not be able to generate
product revenues and may not become profitable.
The Company’s business and operations could be negatively
affected if it becomes subject to any securities litigation or shareholder activism, which could cause the Company to incur significant
expense, hinder execution of business and growth strategy and impact its stock price.
In the past, following periods of volatility in
the market price of a company’s securities, securities class action litigation has often been brought against that company. Shareholder
activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price
of the Company Common Stock or other reasons may in the future cause it to become the target of securities litigation or shareholder activism.
Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s
and board of directors’ attention and resources from the Company’s business. Additionally, such securities litigation and
shareholder activism could give rise to perceived uncertainties as to the Company’s future, adversely affect its relationships with
service providers and make it more difficult to attract and retain qualified personnel. Also, the Company may be required to incur significant
legal fees and other expenses related to any securities litigation and activist shareholder matters. Further, its stock price could be
subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation
and shareholder activism.
The Company may redeem unexpired Public Warrants prior to their
exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless.
Following the Closing, the Company will have the
ability to redeem outstanding Public Warrants in whole and not in part, at a price of $0.01 per warrant, at any time while they are exercisable
and prior to their expiration, provided that the last reported sales price of the Company Common Stock equals or exceeds $16.50 per share
(as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading-day
period ending on the third trading day before the Company sends the 30 days’ prior written notice of redemption to the holders of
Public Warrants. In the event that the Company elects to redeem all of the redeemable Public Warrants as described above, the Company
will fix a date for the redemption (the “Redemption Date”). Notice of redemption will be mailed by first class mail,
postage prepaid, by the Company not less than 30 days prior to the Redemption Date to the registered holders of the redeemable Public
Warrants at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the warrant agreement
will be conclusively presumed to have been duly given whether or not the registered holder received such notice.
If and when the Public Warrants become redeemable
by us, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities for
sale under all applicable state securities laws. Redemption of the outstanding Public Warrants could force you to: (i) exercise your Public
Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (ii) sell your Public Warrants
at the then-current market price when you might otherwise wish to hold your Public Warrants; or (iii) accept the nominal Redemption Price
which, at the time the outstanding Public Warrants are called for redemption, may be substantially less than the market value of your
Public Warrants. Bull Horn’s ordinary shares reached a high of $10.29 per share in the second quarter of 2022, which is well below
the Public Warrants’ redemption threshold of $16.50 per share.
If the Company exercises its rights to redeem the
Public Warrants, the value received upon exercise of the Public Warrants (1) may be less than the value the holders would have received
if they had exercised their Public Warrants at a later time where the underlying share price is higher and (2) may not fully compensate
the holders for the intrinsic value of the Public Warrants, if the common stock price declines after the receipt date of the redemption
notice. The Private Placement Warrants are not subject to redemptions and may be exercised on a cashless basis.
Risk Related to Regulation
The regulatory approval process is costly and lengthy, and we
may not be able to successfully obtain all required regulatory approvals.
The preclinical development, clinical trials, manufacturing,
marketing and labeling of pharmaceuticals are all subject to extensive regulation by numerous governmental authorities and agencies in
the United States and other countries. We must obtain regulatory approval for each of our product candidates before marketing or
selling any of them. It is not possible to predict how long the approval processes of the FDA or any other applicable federal or foreign
regulatory authority or agency for any of our products will take or whether any such approvals ultimately will be granted. The FDA and
foreign regulatory agencies have substantial discretion in the drug approval process, and positive results in preclinical testing or early
phases of clinical studies offer no assurance of success in later phases of the approval process. Generally, preclinical and clinical
testing of products can take many years and require the expenditure of substantial resources, and the data obtained from these tests
and trials can be susceptible to varying interpretations that could delay, limit or prevent regulatory approval. If we encounter significant
delays in the regulatory process that result in excessive costs, this may prevent us from continuing to develop our product candidates.
Any delay in obtaining, or failure to obtain, approvals could adversely affect the marketing of our products and our ability to generate
product revenue. The risks associated with the approval process include:
| · | failure of our product candidates to meet a regulatory agency’s requirements for safety, efficacy and quality; |
| · | limitation on the indicated uses for which a product may be marketed; |
| · | unforeseen safety issues or side effects; and |
| · | governmental or regulatory delays and changes in regulatory requirements and guidelines. |
Even if we receive regulatory approvals for marketing our product
candidates, if we fail to comply with continuing regulatory requirements, we could lose our regulatory approvals, and our business would
be adversely affected.
The FDA continues to review products even after
they receive initial approval. If we receive approval to commercialize any product candidates, the manufacturing, marketing and sale of
these drugs will be subject to continuing regulation, including compliance with quality systems regulations, good manufacturing practices,
adverse event requirements, and prohibitions on promoting a product for unapproved uses. Enforcement actions resulting from our failure
to comply with government and regulatory requirements could result in fines, suspension of approvals, withdrawal of approvals, product
recalls, product seizures, mandatory operating restrictions, criminal prosecution, civil penalties and other actions that could impair
the manufacturing, marketing and sale of our potential products and our ability to conduct our business.
Even if we are able to obtain regulatory approvals for any of
our product candidates, if they exhibit harmful side effects after approval, our regulatory approvals could be revoked or otherwise negatively
impacted, and we could be subject to costly and damaging product liability claims.
Even if we receive regulatory approval for our product
candidates, we will have tested them in only a small number of patients during our clinical trials. If our applications for marketing
are approved and more patients begin to use our product, new risks and side effects associated with our products may be discovered. As
a result, regulatory authorities may revoke their approvals; we may be required to conduct additional clinical trials, make changes in
labeling of our product, reformulate our product or make changes and obtain new approvals for our and our suppliers’ manufacturing
facilities. We might have to withdraw or recall our products from the marketplace. We may also experience a significant drop in the potential
sales of our product if and when regulatory approvals for such product are obtained, experience harm to our reputation in the marketplace
or become subject to lawsuits, including class actions. Any of these results could decrease or prevent any sales of our approved product
or substantially increase the costs and expenses of commercializing and marketing our product.
Healthcare reform measures could adversely affect our business.
The efforts of governmental and third-party payers
to contain or reduce the costs of healthcare may adversely affect the business and financial condition of pharmaceutical companies. In
the United States and in foreign jurisdictions there have been, and we expect that there will continue to be, a number of legislative
and regulatory proposals aimed at changing the healthcare system. For example, in some countries other than the United States, pricing
of prescription drugs is subject to government control, and we expect proposals to implement similar controls in the United States
to continue. The pendency or approval of such proposals could result in a decrease in our common stock value or limit our ability to raise
capital or to enter into collaborations or license rights to our products.
Federal legislation may increase the pressure to reduce prices
of pharmaceutical products paid for by Medicare, which could adversely affect our revenues, if any.
The Medicare Prescription Drug Improvement and Modernization
Act of 2003, or MMA, expanded Medicare coverage for drug purchases by the elderly and disabled beginning in 2006. The legislation
uses formularies, preferred drug lists and similar mechanisms that may limit the number of drugs that will be covered in any therapeutic
class or reduce the reimbursement for some of the drugs in a class. More recently, the Patient Protection and Affordable Care Act of 2010
also contained certain provisions with the potential to affect pricing of pharmaceutical products.
As a result of the expansion of legislation, including
recent healthcare insurance legislation, and the expansion of federal coverage of drug products, we expect that there will be additional
pressure to contain and reduce costs. These cost reduction initiatives could decrease the coverage and price that we receive for our products
in the future and could seriously harm our business. While the MMA applies only to drug benefits for Medicare beneficiaries, private payers
often follow Medicare coverage policy and payment limitations in setting their own reimbursement systems, and any limits on or reductions
in reimbursement that occur in the Medicare program may result in similar limits on or reductions in payments from private payers.
Federal laws or regulations on drug importation could make lower
cost versions of our future products available, which could adversely affect our revenues, if any.
The prices of some drugs are lower in other
countries than in the United States because of government regulation and market conditions. Various proposals have been
advanced to permit the importation of drugs from other countries to provide lower cost alternatives to the products available in the
United States. In addition, the MMA requires the Secretary of Health and Human Services to promulgate regulations for drug
reimportation from Canada into the United States under some circumstances, including when the drugs are sold at a lower price
than in the United States. A prime example of the effort to provide safe, lower cost drugs to consumers is Safe Importation
Action Plan that was released by the Department of Health and Human Services (HHS) and the Food and Drug Administration (FDA), which
plan is describes steps the HHS and FDA will take to allow the safe importation of certain drugs originally intended for non-US
markets. If the laws or regulations are changed to permit or more easily permit the importation of drugs into the United States
in circumstances that are currently not permitted, such a change could have an adverse effect on our business by making available
lower priced alternatives to our future products.
Failure to obtain regulatory and pricing approvals in foreign
jurisdictions could delay or prevent commercialization of our products abroad.
If we succeed in developing any products, we intend
to market them in the European Union and other foreign jurisdictions. In order to do so, we must obtain separate regulatory approvals
and comply with numerous and varying regulatory requirements. The approval procedure varies among countries and can involve additional
testing. The time required to obtain approval abroad may differ from that required to obtain FDA approval. The foreign regulatory approval
process may include all of the risks associated with obtaining FDA approval and additional risks associated with requirements particular
to those foreign jurisdictions where we will seek regulatory approval of our products. We may not obtain foreign regulatory approvals
on a timely basis, if at all. Approval by the FDA does not ensure approval by regulatory authorities in other countries, and approval
by one foreign regulatory authority does not ensure approval by regulatory authorities in other foreign countries or by the FDA. We
and our collaborators may not be able to file for regulatory approvals and may not receive necessary approvals to commercialize our products
in any market outside the United States. The failure to obtain these approvals could materially adversely affect our business, financial
condition and results of operations.
Nasdaq may delist the Company’s securities from trading
on its exchange, which could limit investors’ ability to make transactions in the Company’s securities and subject the Company
to additional trading restrictions.
The Company’s securities are currently listed
on Nasdaq and it is anticipated that the Company’s securities will continue to be listed on Nasdaq. However, there can be no assurance
that the Company’s securities will maintain such listing at all times. To maintain the listing of the Company’s securities
on Nasdaq, the Company must maintain certain financial, distribution, liquidity and stock price levels to satisfy Nasdaq’s continued
listing requirements. The Company must, among other things, maintain a minimum bid price of $1.00 per share, a minimum amount of stockholders’
equity (generally $2,500,000) and a minimum number of holders of its securities (generally 300 public holders). The foregoing is a brief
description of the Nasdaq continued listing requirements applicable to the Company’s securities, and more detailed information about
such requirements is set forth in Nasdaq Rule 5550. If subsequent to the closing of the Business Combination, the Company is unable to
maintain a minimum bid price for its shares of $1.00 per share, or to satisfy any other continued listing requirement, Nasdaq may delist
the Company’s securities from trading on its exchange. Such a delisting would likely have a negative effect on the price of the
Company’s securities and may impair your ability to sell or purchase the Company’s securities when you wish to do so.
If Nasdaq delists the Company’s securities
from trading on its exchange and the Company is not able to list its securities on another national securities exchange, the Company’s
securities may be quoted on an over-the-counter market. However, if this were to occur, the Company could face significant material adverse
consequences, including:
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a limited availability of market quotations for its securities; |
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reduced liquidity for its securities; |
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a determination that the Company Common Stock is a “penny stock” which will require brokers trading in the common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for the Company’s securities; |
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a limited amount of news and analyst coverage; and |
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a decreased ability to issue additional securities or obtain additional financing in the future. |
Compliance obligations under the Sarbanes-Oxley Act may make
it more difficult for Bull Horn to effectuate the Business Combination, require substantial financial and management resources and increase
the time and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley Act requires
that Bull Horn evaluate and report on its system of internal controls. Following the initial Business Combination, if the Company is deemed
to be a large accelerated filer or an accelerated filer, it will be required to comply with the independent registered public accounting
firm attestation requirement on its internal control over financial reporting. Further, for as long as the Company remains an emerging
growth company, it will not be required to comply with the independent registered public accounting firm attestation requirement on its
internal control over financial reporting. Following the Business Combination, the Company will be required to assure that it is in compliance
with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The need to develop the internal control system
to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete the Business Combination as well
as impose obligations of the Company following the Business Combination.
Risks Related to Our Organization and Structure
Our holding company structure makes us dependent on our subsidiaries
for our cash flow and could serve to subordinate the rights of our shareholders to the rights of creditors of our subsidiaries, in the
event of an insolvency or liquidation of any such subsidiary.
Our company acts as a holding company and, accordingly,
substantially all of our operations are conducted through our subsidiaries. Such subsidiaries will be separate and distinct legal entities.
As a result, substantially all of our cash flow will depend upon the earnings of our subsidiaries. In addition, we will depend on the
distribution of earnings, loans or other payments by our subsidiaries. No subsidiary will have any obligation to provide our company with
funds for our payment obligations. If there is an insolvency, liquidation or other reorganization of any of our subsidiaries, our shareholders
will have no right to proceed against their assets. Creditors of those subsidiaries will be entitled to payment in full from the sale
or other disposal of the assets of those subsidiaries before our company, as a shareholder, would be entitled to receive any distribution
from that sale or disposal.
Delaware law and the Amended and Restated Certificate of Incorporation
and Bylaws contain certain provisions, including anti-takeover provisions that limit the ability of stockholders to take certain actions
and could delay or discourage takeover attempts that stockholders may consider favorable.
The Company’s Amended and Restated Certificate
of Incorporation and Bylaws, and the DGCL, contain provisions that could have the effect of rendering more difficult, delaying, or preventing
an acquisition deemed undesirable by the Company Board and therefore depress the trading price of the Company Common Stock. These provisions
could also make it difficult for stockholders to take certain actions, including electing directors who are not nominated by the current
members of the Company Board or taking other corporate actions, including effecting changes in management. Among other things, the Amended
and Restated Certificate of Incorporation and Bylaws include provisions regarding:
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the ability of the Company Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; |
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the limitation of the liability of, and the indemnification of, the Company’s directors and officers; |
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the right of the Company Board to elect a director to fill a vacancy created by the expansion of the Company Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on the Company Board; |
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a prohibition on stockholder action by written consent (except as required for holders of future series of preferred stock), which forces stockholder action to be taken at an annual or special meeting of stockholders and could delay the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors; |
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the requirement that a special meeting of stockholders may be called only by the Company Board, the chairman of the Company Board, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors; |
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controlling the procedures for the conduct and scheduling of the Company Board and stockholder meetings; |
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the requirement for the affirmative vote of holders of at least a majority of the voting power of all of the voting power of the then outstanding shares of the voting stock, voting as a single class, to amend, alter, change or repeal any provision of the Company’s Bylaws and certain provisions in the Amended and Restated Certificate of Incorporation, respectively, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Company Board and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt; |
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the ability of the Company Board to amend the Bylaws by an affirmative vote of a majority of the Board, which may allow the Company Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt; and |
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advance notice procedures with which stockholders must comply to nominate candidates to the Company Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Company Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Company. |
These provisions, alone or together, could delay
or prevent hostile takeovers and changes in control or changes in the Company Board or management.
In addition, as a Delaware corporation, the Company
will generally be subject to provisions of Delaware law, including Section 203 of the DGCL. See the section entitled “Description
of Coeptis’, Bull Horn’s, and the Company’s Securities — Capital Stock of the Company after the Business
Combination — Anti-Takeover Effects of the Certificate of Incorporation, the Bylaws and Certain Provisions of Delaware
Law — Business Combinations.”
Any provision of the Amended and Restated Certificate
of Incorporation, Bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity
for stockholders to receive a premium for their shares of the Company’s capital stock and could also affect the price that some
investors are willing to pay for the Company Common Stock.
The Amended and Restated Certificate of Incorporation
is attached as Exhibit 3.1 to this Current Report and we urge you to read it.
The Amended and Restated Certificate of Incorporation designates
a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between the Company
and its stockholders, which could limit the Company’s stockholders’ ability to choose the judicial forum for disputes with
the Company or its directors, officers, or employees.
The Amended and Restated Certificate of Incorporation
will provide that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State
of Delaware, or if such court does not have subject matter jurisdiction, any other court located in the State of Delaware with subject
matter jurisdiction, will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company,
(ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or
stockholder of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim against the Company
or its officers or directors arising pursuant to any provision of the DGCL or the Amended and Restated Certificate of Incorporation or
Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting
a claim against the Company or any director or officer of the Company governed by the internal affairs doctrine of the law of the State
of Delaware; provided, that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject
matter jurisdiction, such action may be brought in another state court sitting in the State of Delaware. Additionally, the Amended and
Restated Certificate of Incorporation will provide that, unless the Company consents to the selection of an alternative forum, the federal
district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for
the resolution of any complaint asserting a cause of action arising under the Securities Act; provided, however, that such provision will
not apply to suits brought to enforce any liability or duty created by the Exchange Act, or any other claim for which the federal
courts have exclusive jurisdiction. However, there is uncertainty as to whether a court would enforce this provision and investors cannot
waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent
jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder.
Any person or entity purchasing or otherwise acquiring
any interest in any of the securities of the Company will be deemed to have notice of and consented to these provisions. These exclusive-forum
provisions may limit or make more costly a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes
with the Company or its directors, officers, or other employees, which may discourage lawsuits against the Company and its directors,
officers, and other employees. If a court were to find these exclusive-forum provisions to be inapplicable or unenforceable in an action,
the Company may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm its results of operations.
The Business Combination may not have the intended benefits.
There is no assurance that the Business Combination
will successfully operate as combined entities following the closing of the merger, and there is no assurance that we, or our stockholders
of the Company will experience any benefits of the type that we expect to experience.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion includes forward-looking
statements about our business, financial condition and results of operations, including discussions about management’s expectations
for our business. The financial condition, results of operations and cash flows discussed in this Management’s Discussion and Analysis
of Financial Condition and Results of Operations are those of Coeptis Therapeutics, Inc. and its consolidated subsidiaries, collectively,
the “Company,” “Coeptis,” “we,” “our,” or “us”. These statements represent
projections, beliefs, and expectations based on current circumstances and conditions and in light of recent events and trends, and you
should not construe these statements either as assurances of performance or as promises of a given course of action. Instead, various
known and unknown factors are likely to cause our actual performance and management’s actions to vary, and the results of these
variances may be both material and adverse. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements,
which reflect management’s analysis only as of the date hereof. We undertake no obligation to publicly release the results of any
revision to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events.
Cautionary Statement
The following discussion and analysis should be
read in conjunction with our financial statements and related notes included at Exhibit 99.1 to this Current Report on Form 8-K.
Our actual results may differ materially from those
anticipated in the following discussion, as a result of a variety of risks and uncertainties, including those described under “Risk
Factors” in Coeptis’ periodic filings with the Securities and Exchange Commission. We assume no obligation to update any
of the forward-looking statements included herein.
Implications of Being an Emerging Growth Company
As a company with less than $1.07 billion in
revenue during our last fiscal year, we qualify as an emerging growth company, as defined in the JOBS Act. As an emerging growth company,
we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies.
These provisions include:
| · | Only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly
reduced Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure. |
| · | Reduced disclosure about our executive compensation arrangements. |
| · | Not having to obtain non-binding advisory votes on executive compensation or golden parachute arrangements. |
| · | Exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting. |
We may take advantage of these exemptions for up
to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company
if we have more than $1.07 billion in annual revenue, we have more than $700 million in market value of our stock held by non-affiliates,
or we issue more than $1 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not
all of these reduced burdens. We have taken advantage of these reduced reporting burdens herein, and the information that we provide may
be different than what you might get from other public companies in which you hold stock.
Overview and Outlook
We are a pharmaceutical company which owns, acquires,
and develops drug products and pharmaceutical technologies which offer improvements to current therapies. Our products and technologies
are intended to be commercialized in the US and worldwide markets. Since Coeptis’ inception in 2017, it has acquired and commercialized
two drug products for the U S market, which were approved as 505b2 applications. These anti-hypertension products were launched into
the US market during 2020 through a marketing partner. At launch, the sales and promotional efforts were significantly impeded by the
limitation of the global pandemic and as such, we have since abandoned all activities and ownership pertaining to both products. We also
began the development of several ANDA products which we divested in 2019 to a larger generic pharmaceutical drug manufacturer, and have
moved away from focusing on the commercialization of generic products. In early 2021, we entered into strategic partnerships to co-develop
improved therapies for the auto-immune and oncology markets. Following the reverse merger transaction involving us and Coeptis, we continue
to focus on identifying and investing resources into innovative products and technologies which we believe will significantly transform
Coeptis’ current products and therapies.
During 2020 and continuing through 2021, Coeptis
faced several operational challenges related to the COVID-19 global pandemic, which we continue to work to overcome. The launch of both
5050b2 products was impacted because of various COVID-19 limitations, most notably field sales personnel were not able to make healthcare
provider visits in person; thereby limiting the awareness of the availability of these products. We explored and implemented several non-personal
promotion efforts, but given the global limitations and dynamics, it was challenging to achieve expected sales. We have since abandoned
all activities and ownership pertaining to both products.
In May 2021, we entered into two exclusive
option agreements (the “CD38 Agreements”) relating to separate technologies designed to improve the treatment of CD38-related
cancers (e.g., multiple myeloma, chronic lymphocytic leukemia, and acute myeloid leukemia) with VyGen-Bio, Inc. (“Vy-Gen”),
a majority-owned subsidiary of Vycellix, Inc., a Tampa, Florida-based private, immuno-centric discovery life science company focused on
the development of transformational platform technologies to enhance and optimize next-generation cell and gene-based therapies, including
T cell and Natural Killer (NK) cell-based cancer therapies.
The CD38 Agreements relate to two separate Vy-Gen
drug product candidates, as follows:
CD38-GEAR-NK. This
Vy-Gen drug product candidate is designed to protect CD38+ NK cells from destruction by anti-CD38 monoclonal antibodies, or mAbs. CD38-GEAR-NK
is an autologous, NK cell-based therapeutic that is derived from a patient’s own cells and gene-edited to enable combination therapy
with anti-CD38 mAbs. While third party license or collaboration agreements are not required in order for Vy-Gen to develop the product
to commercial use, potential strategic relationships will be considered on an ongoing basis as a potential strategy. No licenses or collaborations
are currently being actively pursued. We believe CD38-GEAR-NK possesses the potential to minimize the risks and side effects from CD38-positive
NK cell fratricide.
Market Opportunity. We
believe CD38-GEAR-NK could potentially revolutionize how CD38-related cancers are treated, by protecting CD38+ NK cells from destruction
by anti-CD38 mAbs, thereby promoting the opportunity to improve the treatment of CD38-related cancers, including multiple myeloma, chronic
lymphocytic leukemia, and acute myeloid leukemia.
Multiple myeloma is expected to be the first cancer
indication targeted with CD38-GEAR-NK. Our intent is to seek regulatory approval in the 8 major markets comprised of the United States,
the UK, Germany, Spain, France, Italy, China, and Japan. The total multiple myeloma market size in these 8 countries was $16.27 billion
in 2019 and is expected to increase modestly through 2030, according to DelveInsight.
CD38-Diagnostic. This
Vy-Gen product candidate is an in vitro diagnostic tool to analyze if cancer patients might be appropriate candidates for anti-CD38 mAb
therapy. CD38-Diagnostic is an in vitro screening tool that provides the ability to pre-determine which cancer patients are most likely
to benefit from targeted anti-CD38 mAb therapies, either as monotherapy or in combination with CD38-GEAR-NK. CD38-Diagnostic also
has the potential to develop as a platform technology beyond CD38, to identify patients likely to benefit for broad range of mAb therapies
across myriad indications.
Market Opportunity. We
believe CD38-Diagnostic provides opportunity to make more cost-effective medical decisions for the treatment of B cell malignancies with
high CD38 expression, including multiple myeloma, which may help to avoid unnecessary administration of anti-CD38 therapies. CD38-Diagnostic
could prevent patients from being subjected to ineffective therapy and enable significant savings to healthcare systems.
CD38-Diagnostic could be offered as a companion
diagnostic for determining patient suitability and likelihood of positive treatment outcomes for CD38-GEAR-NK and/or CD38 monoclonal antibody
therapies.
GEAR-NK Product Overview. GEAR-NK
is an autologous, gene-edited, natural killer cell-based therapeutic development platform that allows for modified NK cells to be co-administered
with targeted mAbs, which, in the absence of the GEAR-NK, would otherwise be neutralized by mAb therapy.
In May 2021, we made initial payments totaling
$750,000 under the CD38 Agreements, to acquire the exclusive options to acquire co-development rights with respect to CD38-GEAR-NK and
CD38-Diagnostic. On August 15, 2021, we entered into amendments to each of the CD038 Agreements. In connection with the two amendments,
we delivered to VyGen promissory notes aggregating $3,250,000 with maturity dates of December 31, 2021, and made a cash payment of
$1,000,000, upon which cash payment we exercised the two definitive option purchase agreements. In December 2021, we completed our payment
obligations to secure our rights to 50% of the net revenue stream related to the CD38-Diagnostic, and also entered into an amendment of
the CD038-GEAR-NK promissory note to extend the maturity date to March 31, 2022 (which date was subsequently extended to September 30,
2022) and to increase the scalable downward adjustment percentage for the CD38-GEAR-NK product candidate to 25%. Pursuant to the CD038-GEAR-NK
amendment, if the promissory note is timely paid by September 30, 2022, Coeptis will maintain its rights to 50% of the net revenue stream
related to the CD38-GEAR-NK product candidate, and if the CD38-GEAR-NK promissory note is not timely paid by September 30, 2022, Coeptis’
rights in CD38-GEAR-NK will automatically be reduced to 25% and the promissory note will be automatically cancelled and will no longer
be due or payable. Details of the two August amendments and the December amendment are summarized in the amendments attached at Exhibits
4.1 and 4.2 to our Current Report on Form 8-K dated August 19, 2021 and Exhibits 4.2 to our Current Report on Form 8-K
dated December 27, 2021.
In connection with the Vy-Gen relationship and the
Company’s rights in respect of the two product candidates described above, in December 2021 the Company and Vy-Gen entered
into a co-development and steering committee agreement. The co-development and steering committee agreement provides for the governance
and economic agreements between the Company and Vy-Gen related of the development of the two Vy-Gen drug product candidates and the revenue
sharing related thereto, including each company having a 50% representation on the steering committee and each company receiving 50% of
the net revenues related to the Vy-Gen product candidates (scalable downward to 25% for the CD38-GEAR-NK as described above). Related
to the joint development, Coeptis, under the direction of the joint steering committee, is currently assessing market opportunities, intellectual
property protection and potential regulatory strategies for the CD38 Assets, and VyGen is overseeing the development activities being
conducted through the scientists at Karolinska Institute. Details of the co-development and steering committee agreement are summarized
in the agreement attached as Exhibit 4.1 to our Current Report on Form 8-K dated December 27, 2021.
Statera BioPharma. Coeptis
executed an LOI with Statera BioPharma, a clinical stage biopharmaceutical company developing immunotherapy via its proprietary AIMS platform.
The LOI details a collaboration between the two companies for STAT-201, a product in development for Crohn’s disease, including
co-development and co-commercialization. Coeptis is to assist Statera BioPharma in its efforts to develop and commercialize STAT-201 in
adult and pediatric populations. The LOI reserves for Statera BioPharma overall authority on the STAT-201 program, with support from Coeptis
in the areas of clinical trials, development, CMC manufacturing, supply chain, market access, sales and marketing and commercial launch
strategy. Coeptis is to receive development fees and commercial milestones under the to-be-completed definitive agreement. In August 2022,
Coeptis and Statera mutually agreed to terminate the strategic agreement.
Vici Health Sciences, LLC. In
partnership with Vici Health Sciences, LLC (“Vici”), we are co-developing a drug product, CPT60621 — a focus
on Parkinson’s Disease. Through this partnership, Vici and Coeptis would co-develop, seek FDA approval and share ownership rights
to CPT60621.
CPT60621 — a focus on Parkinson’s
Disease. CPT60621 is a novel, ready to use, easy to swallow, oral liquid version of an already approved drug
used for the treatment of Parkinson’s Disease (PD). The currently approved dosage form is only available as an oral solid tablet
which can be difficult to swallow for some PD patients. Per Symphony Health data, an estimated 555,000 prescriptions are dispensed per
year for the oral solid tablet version alone.
PD affected nearly 1,000,000 people in the U.S. in
2020, and nearly 10,000,000 people worldwide. Experts also predict that the PD affected rate is expected to increase at a rate of 2.2%
per year for the next 10 years. The direct medical cost to treat PD is estimated to be over $25 billion per year, in which $4.1 billion
of that is in medication cost alone.
Typical PD symptoms include thinking difficulties,
uncontrolled shaking and tremors, loss of automatic movements, rigidity, and eating, speaking, and swallowing difficulties. During the
course of their disease, nearly 80% of PD patients will develop a condition known as dysphagia which is defined as difficulty or discomfort
in swallowing. Oral liquid dosage forms are easier to swallow than oral solid dosage forms. PD patients who suffer from dysphagia often
must crush and dissolve tablets in juice in order to consume their medication. In more extreme cases, feeding tubes are utilized. This
is costly to the healthcare system and is simply impractical.
CPT60621 can be administered to the patient using
an easy-to-use oral syringe, eliminating time consuming, costly, and uncontrolled tablet crushing. This novel dosage form, if approved,
we believe will fulfill a market need and provide a beneficial treatment option for many PD patients.
As we continue to direct our operational focus towards
the Vy-Gen opportunities described elsewhere herein, we have recently shifted away from allocating priority resources to CPT60621.
We expect to generate revenue from product sales
and technology licensing. We cannot be certain of the timing of this revenue and will likely need funding to support continuing operations
and support our growth strategy. We may have to finance operations by offering any combination of equity offerings, debt financing, collaborations,
strategic alliances, or other licensing arrangements.
Our Results of Operations
In General
Revenue. To date,
we have generated minimal revenue mostly from consulting arrangements and product sales. Due to the COVID-19 global pandemic and the resulting
market dynamics, it is uncertain if the current marketed products can generate sufficient sales to cover expenses. If our strategic business
discussions progress to agreements, we expect to generate additional revenue from collaboration partners.
Operating Expenses. General
and administrative expenses consist primarily of salaries and related costs for personnel and professional fees for consulting services
related to regulatory, pharmacovigilance, quality, legal, and business development. We expect that our general and administrative expenses
will increase in the future as we increase our headcount to support the business growth. We also anticipate that we will incur increased
accounting, audit, legal, regulatory, compliance, insurance, and investor relation expenses associated with operating as a public company.
Research and Development Costs. Research
and developments costs will continue to be dependent on the strategic business collaborations and agreements will are anticipating in
the future. We expect development costs to increase to support our new strategic initiatives.
Comparison of the twelve months ended December 31,
2021 and December 31, 2020.
Revenues. Revenues,
which were generated from consulting services of $75,000 and $14,561 recorded in the twelve months ended December 31, 2021 and
2020 respectively, continue to be minimal. The Company’s activities primarily include product development, raising capital, and
building infrastructure. Management does not expect the Company to generate any significant revenue for at least the next two years,
during which time drug development will continue toward the goal of commercializing, through a partnership or otherwise, one or more of
the Company’s target products or technologies.
Operating Expenses.
Overview. Operating
expenses increased from $5,927,947 in the twelve months ended December 31, 2020 to $14,308,066 in the twelve months ended
December 31, 2021. The increase is mainly due to higher professional services fees, as well as new requirements for D&O insurance.
General and Administrative Expenses. For
the twelve months ended December 31, 2020 and 2021, general and administrative expenses are included in operating expenses.
All costs incurred can be attributed to the planned principal operations of product development, raising capital, and building infrastructure.
Management may separate out G&A expenses in 2022, especially if new personnel are hired consistent with the Company’s financial
regulatory and filings obligations as a publicly traded entity.
Interest Expense. Interest
expense was $148,192 for the twelve months ended December 31, 2020 and was $187,133 for the twelve months ended December 31,
2021. Interest was related to notes payable, which are discussed in detail in the Footnotes to the financial statements, incorporated
by reference herein. Management expects that in 2022 and thereafter, interest expense will increase, as it may take on debt from insiders
or independent third parties to fund operations either while awaiting receipt of the proceeds of equity capital financings or as a stand-alone
strategy in addition to raising capital through equity capital financings.
Comparison of the three months ended June 30, 2022 and
June 30, 2021
Revenues. Revenues,
which were generated from consulting agreements of $0 and $0 recorded in the three months ended June 30, 2022 and 2021 respectively,
continue to be minimal. The Company’s activities primarily include product development, raising capital, and building infrastructure.
Management does not expect the Company to generate any significant revenue for at least the next two years, during which time drug
development will continue toward the goal of commercializing, through a partnership or otherwise, one or more of the Company’s target
products or technologies.
Operating Expenses
Overview. Operating
expenses increased from $2,624,069 in the three months ended June 30, 2021 to $9,812,854 in the three months ended June 30,
2022. The increase is mainly due to higher professional services fees, as well as warrant expense.
General and Administrative Expenses. For
the three months ended June 30, 2022 and 2021, general and administrative expenses are included in operating expenses. All costs
incurred can be attributed to the planned principal operations of product development, raising capital, and building infrastructure. In
addition, a substantial amount of General and Administrative Expenses resulted from warrant expense. The warrants issued as of June 30,
2022 were valued using the Black-Scholes option pricing model using the following assumptions: 1) exercise price ranging from $1.00 to
$5.00 per share, 2) fair value ranging from $4.80 to $6.00 per share, 3) discount rate ranging from 1.15% to 2.31%, 3) dividend rate of
0%, and 4) a term ranging from 2 to 5 years. General and Administrative Expenses for the three months ended June 30, 2022 was $9,744,977
and was $2,580,971 for the three months ended June 30, 2021. Management may separate out G&A expenses in 2022 and 2021, especially
if new personnel are hired consistent with the Company’s financial regulatory and filings obligations as a publicly traded entity.
Interest Expense. Interest
expense was $63,826 for the three months ended June 30, 2022 and was $43,098 for the three months ended June 30, 2021. Interest
was related to notes payable, which are discussed in detail in the Footnotes to the financial statements, incorporated by reference herein.
Management expects that in 2022 and thereafter, interest expense will increase, as it may take on debt from insiders or independent third
parties to fund operations either while awaiting receipt of the proceeds of equity capital financings or as a stand-alone strategy in
addition to raising capital through equity capital financings.
Comparison of the six months ended June 30, 2022 and June 30,
2021
Revenues. Revenues,
which were generated from consulting agreements of $0 for the six months ended June 30, 2022 and $75,000 for the six months
ended June 30, 2021. The Company’s activities primarily include product development, raising capital, and building infrastructure.
Management does not expect the Company to generate any significant revenue for at least the next two years, during which time drug
development will continue toward the goal of commercializing, through a partnership or otherwise, one or more of the Company’s target
products or technologies.
Operating Expenses
Overview. Operating
expenses increased from $4,399,149 in the six months ended June 30, 2021 to $25,583,988 in the six months ended June 30,
2022. The increase is mainly due to higher professional services related to the merger transaction, as well as warrant expense.
General and Administrative Expenses. For
the six months ended June 30, 2022 and 2021, general and administrative expenses are included in operating expenses. All costs
incurred can be attributed to the planned principal operations of product development, raising capital, and building infrastructure. In
addition, a substantial amount of General and Administrative Expenses result from warrant expense. The warrants issued as of June 30,
2022 were valued using the Black-Scholes option pricing model using the following assumptions: 1) exercise price ranging from $1.00 to
$5.00 per share, 2) fair value ranging from $4.80 to $6.00 per share, 3) discount rate ranging from 1.15% to 2.31%, 3) dividend rate of
0%, and 4) a term ranging from 2 to 5 years. General and Administrative Expenses for the six months ended June 30, 2022
was $25,460,292 and was $4,318,408 for the six months ended June 30, 2021. Management may separate out G&A expenses in 2022
and 2021, especially if new personnel are hired consistent with the Company’s financial regulatory and filings obligations as a
publicly traded entity.
Interest Expense. Interest
expense was $119,644 and $77,823 for the six months ended June 30, 2022 and 2021, respectively. Interest was related to notes
payable, which are discussed in detail in the Footnotes to the financial statements, incorporated by reference herein. Management expects
that in 2022 and thereafter, interest expense will increase, as it may take on debt from insiders or independent third parties to fund
operations either while awaiting receipt of the proceeds of equity capital financings or as a stand-alone strategy in addition to raising
capital through equity capital financings.
Financial Resources and Liquidity. The
Company had limited financial resources during the twelve months ended December 31, 2021 with cash and cash equivalents of $2,179,558.
For the period ending June 30, 2022, cash and cash equivalents increased to $2,378,295. During both these time periods, the Company
continues to operate a minimal infrastructure in order to maintain its ability to fund operations, keep full focus on all product development
targets and to stay current with all of the Company’s scientist consultants, legal counsel, and accountants. During 2022, the Company
believes that the ability to raise capital through equity transactions will increase liquidity and enable the execution of management’s
operating strategy.
Financial Condition, Liquidity and Capital Resources
At June 30, 2022. For
the period ending June 30, 2022, cash and cash equivalents increased to $2,378,295. During both these time periods, the Company continues
to operate a minimal infrastructure in order to maintain its ability to fund operations, keep full focus on all product development targets
and to stay current with all of the Company’s scientist consultants, legal counsel, and accountants. During 2022, the Company believes
that the ability to raise capital through equity transactions will increase liquidity and enable the execution of management’s operating
strategy.
At December 31, 2021. Our
company had limited financial resources during the twelve months ended December 31, 2020, with cash and cash equivalents of
just $202,965 at December 31, 2020. Cash and cash equivalents was increased significantly at December 31, 2021 to $2,179,558,
as we raised capital in connection with a private placement that terminated in December 2021. We continue to operate a minimal infrastructure,
in order to maintain our ability to fund operations, keep full focus on all product development targets and to stay current with all of
our scientist consultants, legal counsel and accountants.
At December 31, 2020. At
December 31, 2020, we had cash and cash equivalents of $202,965. On such date we did not possess sufficient working capital to fund
our planned operations. During the year ended December 31, 2020, we borrowed funds from two of Coeptis’ former shareholders
in the aggregate amount of $1 million (which amounts were subsequently converted into equity and are no longer outstanding debt obligations
of our company). After deploying these funds, we had accumulated an accounts payable balance of $1,623,840 at December 31, 2020.
SECURITY OWNERSHIP OF CERTAIN STOCKHOLDERS AND
MANAGEMENT
The following table sets forth certain information
regarding our common stock beneficially owned on October 28, 2022, immediately following the closing the Merger, for (i) each stockholder
known to be the beneficial owner of more than 5% of our outstanding Company Common Stock, (ii) each executive officer and director,
and (iii) all executive officers and directors as a group, on a pro forma basis to reflect the transactions contemplated by the Merger
Agreement. In general, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power
to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also
deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days, through
the exercise of a warrant or stock option, conversion of a convertible security or otherwise. The table assumes (i) a total of 19,516,373
shares of our common stock outstanding as of October 28, 2022, accounting for the shares of our Company Common Stock issued in the Merger
and (ii) that all shares that may be subject to appraisal rights have been issued to those persons eligible to receive such shares.
All numbers in the footnotes give effect to the closing of the Merger and the other transactions contemplated to close in connection therewith.
Unless otherwise noted below the address of each person identified is c/o Coeptis Therapeutics Holdings, Inc., 105 Bradford Rd, Suite
420, Wexford, Pennsylvania 15090.
Unless otherwise indicated and subject to applicable
community property and similar laws, we believe that all persons named in the table below have sole voting and investment power with respect
to the voting securities beneficially owned by them.
| Name of Stockholder(1) | |
Shares
Owned | | |
Percentage
Owned | |
| Executive Officers and Directors | |
| | |
| |
| David Mehalick | |
| 3,301,311 | | |
| 16.92% | |
| Daniel Yerace | |
| 1,010,605 | | |
| 5.18% | |
| Christopher Calise | |
| 1,875,000 | | |
| 9.61% | |
| Tara DeSilva | |
| – | | |
| – | |
| Philippe Deschamps | |
| – | | |
| – | |
| Christopher Cochran | |
| – | | |
| – | |
| Gene Salkind | |
| – | | |
| – | |
| Christine Sheehy | |
| 1,010,605 | | |
| 5.18% | |
| Officer and Directors as a Group (8 persons) | |
| 7,197,521 | | |
| 36.88% | |
| Greater than 5% Holders | |
| | | |
| | |
| Lisa Pharma LLC (2) | |
| 1,433,229 | | |
| 7.34% | |
| Lena Pharma LLC (3) | |
| 1,433,229 | | |
| 7.34% | |
| * | Less than 1.0%. |
| (1) | Unless otherwise indicated, the business address of each of the
individuals is c/o Coeptis Therapeutics, Inc., 105 Bradford Rd, Suite 420, Wexford, PA 15090. |
| (2) | Lisa Kuchera is the manager of this entity and possesses voting
control over securities owned by it. |
| (3) | Lena Kuchera is the manager of this entity and possesses voting
control over securities owned by it. |
DIRECTORS AND EXECUTIVE OFFICERS
The following persons are the Company’s executive
officers and directors, who each hold the positions set forth opposite their name.
| Executive Officers and Directors |
|
Age |
|
Position |
| David Mehalick |
|
53 |
|
Chairman and Chief Executive Officer |
| Daniel Yerace |
|
39 |
|
Director and Vice President of Operations |
| Christine Sheehy |
|
55 |
|
Chief Financial Officer and Secretary |
| Christopher Calise |
|
49 |
|
Director |
| Tara Maria DeSilva |
|
54 |
|
Independent Director |
| Philippe Deschamps |
|
60 |
|
Independent Director |
| Christopher Cochran |
|
53 |
|
Independent Director |
| Gene Salkind |
|
68 |
|
Independent Director |
David Mehalick — Chairman, Chief Executive
Officer and President: Mr. Mehalick has over 30 years of experience across a variety of industries including life sciences, technology,
financial services, military contracting, entertainment, and consumer products. He has served as our Chief Executive Officer since October
2016. Since March 2004, Mr. Mehalick has served as the Managing Director of Steeltown Consulting Group, a business consulting company
through which he advises clients on business organizational and management strategies and solutions. Mr. Mehalick was the Chief Financial
Officer of Information Technology Procurement Sourcing, Inc. (“ITPS”), a computer hardware and software company, from March
2017 to September 2017. In January 2019, ITPS filed a petition for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code.
Mr. Mehalick was the First Vice President at Gruntal and Co. from March 1992 to April 1995 and Senior Vice President at First Union Capital
Markets from May 1995 to June 1998 and Senior Vice President at Ferris, Baker Watts, Inc., an investment banking firm from June 1998
to January 2001. Mr. Mehalick attended the University of Pittsburgh. We believe that Mr. Mehalick’s three decades in business management
and more than a decade in life sciences qualifies him to serve as a director of the Company.
Daniel Yerace — Director and Vice President of Operations:
Dan Yerace is a co-founder of Coeptis Pharmaceuticals and serves as the Vice President of Operations. Mr. Yerace has over ten years of
experience in the pharmaceutical industry and is a key strategist responsible for supply chain management, business development, portfolio
management, and corporate strategy. Mr. Yerace has broad operational experience and has held leadership positions in procurement, global
supply chain management, operations, and business development for small private firms and fortune 500 multi-national corporations. Prior
to joining Coeptis, Mr. Yerace served as Senior Director of Global Supply Chain and Commercial Business Development for Kadmon Pharmaceuticals.
Mr. Yerace holds a bachelor’s degree in economics, and a masters of business administration from Waynesburg University.
Christine Sheehy — Chief Financial Officer
and Secretary: Ms. Sheehy has over 25 years of experience in the pharmaceutical business, including globally commercializing
drug products and working in development of targeted therapeutics including cell and gene therapies. Since 2017, she has served as our
Director, Chief Financial Officer and Secretary. From 2010 to 2016, Ms. Sheehy served as the Senior Vice-President of Operations for
Kadmon Pharmaceuticals, a clinical and commercial phase pharmaceutical company. From 2001 to 2010, she served as the Vice-President of
Operation of Three Rivers Pharmaceuticals, a start-up pharmaceutical company which was acquired by Kadmon Pharmaceuticals in 2010. During
that time, she launched branded and generic products in the U.S., leading the operational business. Ms. Sheehy earned a bachelor’s
degree in accounting from Penn State University.
Christopher Calise – Director: Mr. Calise previously
served as a director of Predecessor since its inception, and has remained on as a member of the Company’s board of directors.
He has over 15 years of experience in the finance and insurance industries and has been responsible for setting the strategic vision for
Crown Global, a domestic and international private placement insurance holding company, as well as overseeing its day-to-day management,
including finance, operations and sales, since 2010. He also works closely with both internal and external sales and marketing in the
development of new product initiatives, as well as evaluating new markets. Prior to joining Crown Global, Mr. Calise was a principal at
LSC Investors, LLC, from 2001 to 2009, where he advised The Second City, Inc. and Narciso Rodriguez and restructured Phillips de Pury
& Luxembourg, a large global auction house. From 1999 to 2001, he was an associate with Crown Capital Group, Inc., a private equity
investment firm focused on assisting middle-market companies build value over the long term and was one of the founding members of Fresh
Direct, LLC. Mr. Calise was also a consultant with the Industrial Products Group at PriceWaterhouse in its Chicago office, from 1997 to
1999. Mr. Calise is a member of the board of Song4Life and Student Finance League Inc. Mr. Calise received a Bachelor of Arts in Economics
from the University of Chicago, as well as certifications in insurance and finance. We believe Mr. Calise is qualified to serve as our
director due to his operational and executive experience.
Tara Maria DeSilva, Ph.D. – Director:
Dr. DeSilva has been an Associate Professor at the Cleveland Clinic and Case Western Reserve University School of Medicine since March
2016. She serves as Vice Chair for the Department of Neurosciences, Lerner Research Institute, Cleveland Clinic. She was an Assistant
Professor at University of Alabama at Birmingham from January 2010 to February 2016. Dr. DeSilva receives funding from the National Institutes
of Health, National Science Foundation, and the National Multiple Sclerosis Society. She serves on many government and foundation scientific
grant review panels including the National Institutes of Health and National Multiple Sclerosis Society. Dr. DeSilva received her
B.S. in Biochemistry from Albright College, her M.S. and Ph.D. in Biological Chemistry from the University of Pennsylvania and completed
her postdoctoral training at Children’s Hospital Boston, Harvard Medical School. We believe Dr. DeSilva is well qualified to serve
on the board due to her expertise in neuroscience and research.
Philippe Deschamps – Director: Mr. Deschamps is
an experienced healthcare executive who has served as CEO of four companies over the last 20 years. Since March 2022, Mr. Deschamps has
served as the President and CEO of Ortho Regenerative Technologies, where he is focused primarily on expansion of commercial uses for
the company’s proprietary bio-polymer drug combination products. From 2012 to 2020, he co-founded and served as CEO of Helius Medical
Technologies (Nasdaq: HSDT), a neurotech company. From 2002 to 2011, he served as President and CEO of GSW Worldwide, a leading healthcare
commercialization company, and from 2011 to 2012 served as CEO of MediMedia Health, a private equity owned company. Prior to his CEO experience
he spent 13 years at Bristol-Myers Squibb (NYSE: BMY) from 1986 to 1998, including serving as director of neuroscience marketing from
where he oversaw the company’s neuroscience products including BuSpar and Serzone and Stadol NS. Mr. Deschamps also holds the position
as President of Deschamps Global Commercialization LLC, a healthcare commercialization consulting company he founded where he has served
clients as a consultant in the pharmaceutical and medical tech industries from 2020 to 2022. Mr. Deschamps received a BSc. from the University
of Ottawa in Canada. We believe Mr. Deschamps is well qualified to serve on the board due to his extensive experience in the healthcare
industry and his public company experience.
Christopher Cochran – Director: Mr. Cochran is
currently the President of BluChip Solutions, a provider of IT solutions for complex problems, an entity that he founded in 2008. From
March 2012 to May 2013, Mr. Cochran held leadership positions within different companies, including serving as the EVP of Sales &
Marketing for Velocity World Media, a private experiential television network. Additionally, from March 2010 to February 2012, Mr. Cochran
worked as an Enterprise Cloud Sales Executive for Hewlett Packard Enterprise. From April 2008 to January 2010, Mr. Cochran served as the
Executive Director of Sales and Operations for ASGN Inc. (NYSE: ASGN), formerly Apex Systems, a leading provider of IT services. From
2008 to 2010, Mr. Cochran worked at Mastech Digital (Nasdaq: MHH), a publicly-traded company, where he held various roles, including Senior
Vice President of Global Sales and Operations from February 2004 to April 2008, where he reported directly to the CEO. From May 2014 to
May 2016, Mr. Cochran served on the Board of Trustees for the Pine-Richland Opportunities Fund, a non-profit educational foundation providing
staff grants and student scholarships, and he currently serves as Director of the Christian Cochran Legacy Fund through the Pittsburgh
Foundation. Mr. Cochran received his Bachelor of Science in Public Administration and International Law from the University of Tennessee
in 1993. We believe Mr. Cochran is well qualified to serve on the board due to his public company experience and expertise in business
operations.
Gene Salkind, M.D. – Director: Mr.
Salkind has been a practicing neurosurgeon within the Philadelphia area for more than 35 years. He graduated from the University of Pennsylvania
in 1974 with a B.A., Cum Laude, and received his medical degree from the Lewis Katz School of Medicine in 1979. He returned to the University
of Pennsylvania for his neurosurgical residency, and in 1985 was selected as the Chief Resident in Neurosurgery at the Hospital of the
University of Pennsylvania. Since 1985, Dr. Salkind has served in a university affiliated practice of general neurological surgery. Since
2005, Dr. Salkind has served as the Chief of Neurosurgery at Holy Redeemer Hospital. He previously served as the Chief of Neurosurgery
at Albert Einstein Medical Center and Jeanes Hospital in Philadelphia in the late 1990s. He has authored numerous peer reviewed journal
articles and has given lectures throughout the country on various neurosurgical topics. He has also held professorships at the University
of Pennsylvania, the Allegheny Health Education and Research Foundation, and is currently at the Lewis Katz School of Medicine. Since
2019, Dr. Salkind has also been on the board of directors of Cure Pharmaceutical Corporation (OTCMKTS: CURR), a biopharmaceutical company
focusing on the development and manufacturing of drug formulation and drug delivery technologies in novel dosage forms, and has been the
Chairman of Mobiquity Technologies Inc. (Nasdaq: MOBQ), a leading provider of next-generation advertising technology. Dr. Salkind is also
a member of the Strategic Advisory Board of BioSymetrics Inc., a company that has built data servicing tools to benefit health and health
and hospital systems, biopharma, drug discovery, and the precision medicine field. In addition, from 2004 to 2019, Dr. Salkind served
as a board member of Derm Tech International, a global leader in non-invasive dermatological molecular diagnostics. We believe Dr. Salkind
is well qualified to serve on the board due to his expertise in life science industry.
Code of Business Conduct
The Company Board will adopt a Code of Business Conduct and Ethics
that applies to all of its employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and other
executive and senior financial officers. The full text of the Company’s Code of Business Conduct and Ethics will be posted on the
Corporate Governance portion of the Company’s website. The Company will post amendments to its Code of Business Conduct and Ethics
or waivers of its Code of Business Conduct and Ethics for directors and officers on the same website or in a current report on Form 8-K.
Family Relationships
Christopher Calise and Tara Maria DeSilva are first cousins. Other
than that, there are no family relationships among any of our executive officers or directors.
Director Independence
The Company Common Stock is listed on Nasdaq. Under the rules of Nasdaq,
independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of Nasdaq require
that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance
committees be independent. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the
opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director. Audit committee members must also satisfy the additional independence
criteria set forth in Rule 10A-3 of the Exchange Act and the rules of Nasdaq. Compensation committee members must also satisfy
the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the rules of Nasdaq.
In order to be considered independent for purposes of Rule 10A-3
under the Exchange Act and under the rules of Nasdaq, a member of an audit committee of a listed company may not, other than in his
or her capacity as a member of the committee, the board of directors, or any other board committee: (1) accept, directly or indirectly,
any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person
of the listed company or any of its subsidiaries.
To be considered independent for purposes of Rule 10C-1 under
the Exchange Act and under the rules of Nasdaq, the board of directors must affirmatively determine that the member of the compensation
committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship
to the company which is material to that director’s ability to be independent from management in connection with the duties of a
compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting,
advisory or other compensatory fee paid by the company to such director; and (ii) whether such director is affiliated with the company,
a subsidiary of the company or an affiliate of a subsidiary of the company.
The Company has undertaken a review of the independence of each director
and considered whether each director of the Company has a material relationship with the Company that could compromise his or her ability
to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, Tara Maria DeSilva, Philippe
Deschamps, Christopher Cochran and Gene Salkind are considered “independent directors” as defined under the listing requirements
and rules of Nasdaq and the applicable rules of the Exchange Act and Christopher Calise is considered an “independent director”
as defined under the listing requirements and rules of Nasdaq.
Committees of the Company Board
The Company Board has an audit committee, compensation committee and
nominating and corporate governance committee. All of the committees will comply with all applicable requirements of the Sarbanes-Oxley
Act, Nasdaq and SEC rules and regulations as further described below. The responsibilities of each of the committees of the Company Board
is described below. Members will serve on these committees until their resignation or until as otherwise determined by the Company Board.
Audit Committee
The Company Board has an audit committee. The audit committee currently
consists of Philippe Deschamps, Christopher Cochran and Gene Salkind. Each of the members of the Company’s audit committee satisfy
the requirements for independence and financial literacy under the applicable rules and regulations of the SEC and rules of Nasdaq. The
Company also determines that Mr. Deschamps qualifies as an “audit committee financial expert” as defined in the SEC rules
and will satisfy the financial sophistication requirements of Nasdaq. The Company’s audit committee will be responsible for, among
other things:
| · | appointing (and recommending that the Company Board submit for
stockholder ratification, if applicable) compensate, retain and oversee the work performed by the independent auditor retained for the
purpose of preparing or issuing an audit report or performing other audit or audit-related services; |
| · | reviewing the performance and independence of the independent
auditor; |
| · | pre-approving all audit, review, and non-audit services (including
any internal control-related services) to be provided to the Company or its subsidiaries by the independent auditor; |
| · | discussing the scope and results of the audit with the independent
registered public accounting firm and reviewing, with management and the independent registered public accounting firm, the Company’s
interim and year-end financial statements; |
| · | developing procedures for employees to submit concerns anonymously
about questionable accounting or audit matters; |
| · | reviewing the Company’s policies on and overseeing risk assessment
and risk management, including enterprise risk management; and |
| · | reviewing the adequacy and effectiveness of internal control policies
and procedures and the Company’s disclosure controls and procedures. |
The Company Board will adopt a written charter for the audit committee
which will be available on the Company’s website.
Compensation Committee
The Company Board has a compensation committee. The compensation committee
currently consists of Tara Maria DeSilva, Christopher Cochran and Gene Salkind. Each of the members of the Company’s compensation
committee meet the requirements for independence under the under the applicable rules and regulations of the SEC and rules of Nasdaq.
The Company’s compensation committee will be responsible for, among other things:
| · | developing and reviewing compensation policies and practices applicable
to executive officers; |
| · | reviewing, approving or recommending for approval by the Board, compensation for executive officers, including without limitation salary, bonus,
incentive compensation, perquisites and equity compensation; |
| · | reviewing, approving and determining compensation and benefits,
including equity awards, to directors for service on the Company Board or any committee thereof; |
| · | supervising, administering and evaluating incentive, equity-based
and other compensatory plans of the Company in which executive officers and key employees participate; and |
| · | reviewing, approving and making recommendations to the Company
Board regarding incentive compensation and equity compensation plans. |
The Company Board will adopt a written charter for the compensation
committee which will be available on its website.
Nominating and Corporate Governance Committee
The Company Board has a nominating and corporate governance committee.
The nominating and corporate governance committee currently consists of Tara Maria DeSilva, Philippe Deschamps and Christopher Cochran.
Each of the members of the nominating and corporate governance committee meets the requirements for independence under the applicable
rules and regulations of the SEC and rules of Nasdaq. The nominating and corporate governance committee is responsible for, among other
things:
| |
· |
identifying individuals qualified to become Board members, consistent with criteria approved by the Board; |
| |
· |
recommending to the Board the persons to be nominated for election as directors by stockholders and the persons (if any) to be elected by the Board to fill any vacancies on the Board; |
| |
· |
recommending to the Board the directors to be appointed to each committee of the Board; |
| |
· |
developing and recommending to the Board corporate governance guidelines; and |
| |
· |
overseeing the evaluation of the Board. |
The Company Board will adopt a written charter for the nominating and
corporate governance committee which will be available on its website.
Compensation Committee Interlocks and Insider Participation
None of the Company’s officers currently serves, and in the past
year has not served, (i) as a member of the compensation committee or the board of directors of another entity, one of whose officers
served on the Company’s compensation committee, or (ii) as a member of the compensation committee of another entity, one of
whose officers served on the Company Board.
Consultants and Advisors
The Company has several fee-for-service consultancy arrangements with
highly qualified firms and individuals who provide consulting services in the areas of regulatory affairs, quality assurance, chemistry,
manufacturing and control (CMC), and clinical/medical affairs. We don’t anticipate the expenses related to these agreements to be
material to the Company, and any cost to be incurred in the future will be on a case-by-case basis as determined by us prior to the provision
of any services under such contracts. Each of these consulting arrangements are terminable at any time by the Company without penalty.
Involvement in Certain Legal Proceedings
To our knowledge, during the past ten years, none
of our directors, executive officers, promoters, control persons, or nominees has:
| |
· |
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| |
· |
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; except that in 2019, a private limited liability company with which Mr. Mehalick had previously held an executive officer position, but from which he had previously resigned and then returned as interim CEO, filed for bankruptcy protection; |
| |
· |
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
| |
· |
been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
| |
· |
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| |
· |
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Indemnification Agreements
We intend to enter into indemnification agreements
with each of our directors and executive officers. We expect the indemnification agreement to provide, among other things, that we will
indemnify and hold harmless each person subject to an indemnification agreement (each, an “Indemnified Party”) to the fullest
extent permitted by applicable law from and against all losses, costs, liabilities, judgments, penalties, fines, expenses and other matters
that may result or arise in connection with such Indemnified Party serving in his or her capacity as a director of ours or serving at
our direction as a director, officer, employee, fiduciary or agent of another entity. We expect the indemnification agreement to further
provide that, upon an Indemnified Party’s request, we will advance expenses to the Indemnified Party to the fullest extent permitted
by applicable law. Pursuant to the indemnification agreement, we will intend that an Indemnified Party is presumed to be entitled to indemnification
and we have the burden of proving otherwise. We also intend to secure and maintain in full force and effect directors’ liability
insurance. If indemnification under an indemnification agreement is unavailable to an Indemnified Party for any reason, we, in lieu of
indemnifying the Indemnified Party, will contribute to any amounts incurred by the Indemnified Party in connection with any claim relating
to an indemnifiable event in such proportion as is deemed fair and reasonable in light of all of the circumstances to reflect the relative
benefits received or relative fault of the parties in connection with such event.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable.
Scientific and Clinical Advisory Board
In 2022 we formed a Scientific Advisory Board,
which contributes key guidance on the advancement of our product portfolio. The Scientific Advisory Board is comprised of three renowned
scientific researchers from the Karolinska Institutet, Stockholm, Sweden; Evren Alici, M.D., Ph.D.; Hans-Gustaf Ljunggren, M.D., Ph.D;
and Arnika Kathleen Wagner, Ph.D.
EXECUTIVE COMPENSATION
The following table sets forth information regarding each element of
compensation that we paid or awarded to our named executive officers and for fiscal year ended December 31, 2020 and 2021.
| Name and Principal Position |
|
Year |
|
|
Salary
($) |
|
|
Bonus
($) |
|
|
Stock
Awards
($) |
|
|
Option
Awards
($) |
|
|
Non-Equity
Incentive
Plan
Compensation ($) |
|
|
Non-qualified
Deferred
Compensation
Earnings
($) |
|
|
All
Other
Compensation
($) |
|
|
Total
($) |
|
| David Mehalick |
|
|
2021 |
|
|
$ |
216,500 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
| Chairman, CEO and President |
|
|
2020 |
|
|
$ |
148,500 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
| Daniel Yerace |
|
|
2021 |
|
|
$ |
205,500 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
| Vice President of Operations |
|
|
2020 |
|
|
$ |
137,077 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
| Christine Sheehy |
|
|
2021 |
|
|
$ |
133,500 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
| Chief Financial Officer |
|
|
2020 |
|
|
$ |
62,307 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
Summary Compensation Table
Outstanding Option Awards
The following table provides certain information
regarding unexercised options to purchase common stock, stock options that have not vested and equity-incentive plan awards outstanding
as of the date of this Current Report, for each named executive officer.
| |
|
|
Option Awards |
|
|
Stock Awards |
| Name |
|
|
Number of
Securities
Underlying
Unexercised
Options
(#) Exercisable |
|
|
|
Number of
Securities
Underlying
Unexercised
Options
(#) Unexercisable |
|
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#) |
|
|
|
Option
Exercise
Price
($) |
|
|
Option
Expiration
Date |
|
|
Number of
Shares or
Units of
Stock
That
Have Not
Vested
(#) |
|
|
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($) |
|
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#) |
|
|
|
Equity
Incentive
Plan
Awards:
Market or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($) |
| David Mehalick |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
n/a |
|
|
– |
|
|
n/a |
|
|
– |
|
|
|
– |
| Daniel Yerace |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
n/a |
|
|
– |
|
|
n/a |
|
|
– |
|
|
|
– |
| Christine Sheehy |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
n/a |
|
|
– |
|
|
n/a |
|
|
– |
|
|
|
– |
Employment Agreements
The Company is party to employment agreements with
both David Mehalick and Daniel Yerace, each of which are described below. The Company does not currently have employment agreements with
any of its other officers and directors.
David Mehalick: David
Mehalick, our President and Chief Executive Officer, entered into an employment agreement with Coeptis Therapeutics, Inc. on February 21,
2022 (the “Effective Date”) covering Coeptis and its subsidiary, Coeptis Pharmaceuticals. The employment agreement
is in effect immediately and will remain in effect until the termination of the employment agreement by either party in accordance with
Section 5 of the employment agreement. Mr. Mehalick shall report to the Coeptis Board of Directors and shall have the duties,
responsibilities and authority as may from time to time be assigned to him by Coeptis Board of Directors . Under the employment agreement,
Coeptis paid to Mr. Mehalick an annualized salary at the initial rate of $275,000, which will increase to $360,000 as a result of
the closing of the Merger. Mr. Mehalick will also receive a guaranteed bonus equal to twenty (20%) of his base salary for each calendar
year, and will be eligible to receive merit bonuses, certain milestone bonuses and awards of stock options, restricted stock units or
other equity awards pursuant to any plans or arrangements that Coeptis may have in effect from time to time. The foregoing is a summary
does not purport to be complete and is qualified in its entirety by reference Mr. Mehalick’s employment agreement, which is
filed as Exhibit 4.1 to Coeptis’ Current Report on Form 8-K filed on February 21, 2022. This employment agreement was
assumed by the Company in connection with the Merger.
Daniel Yerace: Daniel
A. Yerace, our Vice President of Operations, entered into an employment agreement with Coeptis on the Effective Date covering Coeptis
and its subsidiary, Coeptis Pharmaceuticals. The employment agreement is in effect immediately and will be effective from the Effective
Date until the termination of the employment agreement by either party in accordance with Section 5 of the employment agreement.
Mr. Yerace reports to the President of Coeptis and has the duties, responsibilities and authority as may from time to time be assigned
to him by Coeptis’ President. Under the employment agreement, the Coeptis pays to Mr. Yerace an annualized salary at the initial
rate of $275,000, which will increase to $360,000 as a result of the closing of the Merger. Mr. Yerace will also receive a guaranteed
bonus equal to twenty (20%) of his base salary for each calendar year, and will be eligible to receive merit bonuses, certain milestone
bonuses and awards of stock options, restricted stock units or other equity awards pursuant to any plans or arrangements that Coeptis
may have in effect from time to time. The foregoing summary does not purport to be complete and is qualified in its entirety by reference
Mr. Yerace’s employment agreement, which is filed as Exhibit 4.1 to Coeptis’ Current Report on Form 8-K filed on
February 21, 2022. This employment agreement was assumed by the Company in connection with the Merger.
2022 Incentive Plan - Summary
The following is a summary of the principal features
of the 2022 Equity Incentive Plan. This summary does not purport to be a complete description of all of the provisions of the 2022 Equity
Incentive Plan and it is qualified in its entirety by reference to the full text of the 2022 Equity Incentive Plan, a copy of which is
attached to this Current Report as Exhibit 4.1.
Eligibility and Administration. Employees,
consultants and directors of Coeptis and its subsidiaries may be eligible to receive awards under the 2022 Equity Incentive Plan. Following
the Closing, the Company is expected to have approximately 5 employees, 5 non-employee directors and no other individual service providers
who may be eligible to receive awards under the 2022 Equity Incentive Plan.
Awards. The
2022 Equity Incentive Plan provides for the grant of ISOs within the meaning of Section 422 of the Internal Revenue Code (the “Code”)
to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“NSOs”),
stock appreciation rights (“SARs”), Restricted Stock Awards, Restricted Stock Unit (“RSU”) awards,
Performance Awards and other forms of awards to employees, directors and consultants, including employees and consultants of our affiliates.
Authorized Shares. Initially,
the maximum number of shares of Coeptis common stock that may be issued under the 2022 Equity Incentive Plan after it becomes effective
will not exceed an amount equal to 12% of shares of Company Common Stock outstanding immediately after the Closing.
Shares subject to stock awards granted under the
Plan that expire or terminate without being exercised in full or that are paid out in cash rather than in shares do not reduce the number
of shares available for issuance under our Plan. Shares withheld under a stock award to satisfy the exercise, strike or purchase price
of a stock award or to satisfy a tax withholding obligation do not reduce the number of shares available for issuance under our Plan.
If any shares of our common stock issued pursuant to a stock award are forfeited back to or repurchased or reacquired by us (i) because
of a failure to meet a contingency or condition required for the vesting of such shares, (ii) to satisfy the exercise, strike or
purchase price of an award or (iii) to a tax withholding obligation in connection with an award, the shares that are forfeited or
repurchased or satisfy reacquired will revert to and again become available for issuance under the Plan. Any shares previously issued
which are reacquired in satisfaction of tax withholding obligations or as consideration for the exercise or purchase price of a stock
award will again become available for issuance under the Plan.
Plan Administration. Our
Board, or, if assigned authority by the Board, the Compensation Committee of the Board (the “Committee”), will have the authority
to administer the Plan, unless and until the Board delegates some or all of the administration of the Plan to a different Committee or
Committees of the Board. The Committee may delegate to one or more of our officers the authority to (i) designate employees (other
than officers) to receive specified stock awards and (ii) determine the number of shares subject to such stock awards. The Committee
will have the power, subject to, and within the limitations of, the express provisions of the Plan to determine from time to time (1) which
of the persons eligible under the Plan will be granted Awards; (2) when and how each Award will be granted; (3) what type or
combination of types of Award will be granted; (4) the provisions of each Award granted (which need not be identical), including
the time or times when a person will be permitted to receive an issuance of Common Stock or other payment pursuant to an Award; (5) the
number of shares of Common Stock or cash equivalent with respect to which an Award will be granted to each such person; and (6) the
Fair Market Value applicable to an Award. The Committee will also be granted with the power to construe and interpret the Plan and Awards
granted under it, correct any deficiencies or omissions in the Plan to make the Plan or Award fully effective, to settle all controversies
regarding the Plan and any Award, to accelerate the time at which an Award may first be exercised or the time during which an Award will
vest, to prohibit the exercise of any Option, SAR or exercisable award for administrative convenience, to approve forms of Award Agreements
under the Plan, and to exercise such powers and to perform such acts as the Committee deems necessary or expedient to promote the best
interests of the Company.
Stock Options. ISOs
and NSOs are granted under stock option agreements in a form approved by the Committee. The Committee determines the exercise price for
stock options, within the terms and conditions of the Plan, provided that the exercise price of a stock option generally cannot be less
than 100% of the fair market value of our common stock on the date of grant. Options granted under the Plan vest at the rate specified
in the stock option agreement as determined by the Committee.
The Committee determines the term of stock options
granted under the Plan, up to a maximum of 10 years. Unless the terms of an option holder’s stock option agreement, or other
written agreement between us and the recipient approved by the Committee, provide otherwise, if an option holder’s service relationship
with us or any of our affiliates ceases for any reason other than disability, death or Cause (as defined in the Plan), the option holder
may generally exercise any vested options for a period of three months following the cessation of service. If an option holder’s
service relationship with us or any of our affiliates ceases due to death, or an option holder dies within a certain period following
cessation of service, the option holder or a beneficiary may generally exercise any vested options for a period of 18 months following
the date of death. If an option holder’s service relationship with us or any of our affiliates ceases due to disability, the option
holder may generally exercise any vested options for a period of 12 months following the cessation of service. In the event of a
termination for cause, options generally terminate upon the termination date. In no event may an option be exercised beyond the expiration
of its term.
Acceptable consideration for the purchase of common
stock issued upon the exercise of a stock option will be determined by the Committee and may include (i) cash, check, bank draft
or money order, (ii) a broker-assisted cashless exercise, (iii) the tender of shares of our common stock previously owned by
the option holder, (iv) a net exercise of the option if it is an NSO or (v) other legal consideration approved by the Board.
Unless the Committee provides otherwise, options
or stock appreciation rights generally are not transferable except by will or the laws of descent and distribution. Subject to approval
of the Committee or a duly authorized officer, an option may be transferred pursuant to a domestic relations order, official marital settlement
agreement or other divorce or separation instrument.
Tax Limitations on ISOs. The
aggregate fair market value, determined at the time of grant, of our common stock with respect to ISOs that are exercisable for the first
time by an award holder during any calendar year under all of our stock plans may not exceed $100,000. Options or portions thereof that
exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed
to own stock possessing more than 10% of our total combined voting power or that of any of our parent or subsidiary corporations unless
(i) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and
(ii) the term of the ISO does not exceed five years from the date of grant.
Restricted Stock Unit Awards. Restricted
stock unit awards are granted under restricted stock unit award agreements in a form approved by the Committee. Restricted stock unit
awards may be granted in consideration for any form of legal consideration that may be acceptable to our board of directors and permissible
under applicable law. A restricted stock unit award may be settled by cash, delivery of stock, a combination of cash and stock as deemed
appropriate by the Committee or in any other form of consideration set forth in the restricted stock unit award agreement. Additionally,
dividend equivalents may be credited in respect of shares covered by a restricted stock unit award. Except as otherwise provided in the
applicable award agreement, or other written agreement between us and the recipient approved by the Committee, restricted stock unit awards
that have not vested will be forfeited once the participant’s continuous service ends for any reason.
Restricted Stock Awards. Restricted
stock awards are granted under restricted stock award agreements in a form approved by the Committee. A restricted stock award may be
awarded in consideration for cash, check, bank draft or money order, past or future services to us or any other form of legal consideration
that may be acceptable to our board of directors and permissible under applicable law. The Committee determines the terms and conditions
of restricted stock awards, including vesting and forfeiture terms. If a participant’s service relationship with us ends for any
reason, we may receive any or all of the shares of common stock held by the participant that have not vested as of the date the participant
terminates service with us through a forfeiture condition or a repurchase right.
Stock Appreciation Rights. Stock
appreciation rights are granted under stock appreciation right agreements in a form approved by the Committee. The Committee determines
the strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of our common stock
on the date of grant. A stock appreciation right granted under the Plan vests at the rate specified in the stock appreciation right agreement
as determined by the Committee. Stock appreciation rights may be settled in cash or shares of common stock or in any other form of payment
as determined by the Board and specified in the stock appreciation right agreement.
The Committee determines the term of stock appreciation
rights granted under the Plan, up to a maximum of 10 years. If a participant’s service relationship with us or any of our affiliates
ceases for any reason other than cause, disability or death, the participant may generally exercise any vested stock appreciation right
for a period of three months following the cessation of service. This period may be further extended in the event that exercise of
the stock appreciation right following such a termination of service is prohibited by applicable securities laws. If a participant’s
service relationship with us, or any of our affiliates, ceases due to disability or death, or a participant dies within a certain period
following cessation of service, the participant or a beneficiary may generally exercise any vested stock appreciation right for a period
of 12 months in the event of disability and 18 months in the event of death. In the event of a termination for cause, stock
appreciation rights generally terminate immediately upon the occurrence of the event giving rise to the termination of the individual
for cause. In no event may a stock appreciation right be exercised beyond the expiration of its term.
Performance Awards. The
Plan permits the grant of performance awards that may be settled in stock, cash or other property. Performance awards may be structured
so that the stock or cash will be issued or paid only following the achievement of certain pre-established performance goals during a
designated performance period. Performance awards that are settled in cash or other property are not required to be valued in whole or
in part by reference to, or otherwise based on, the common stock.
The performance goals may be based on any measure
of performance selected by the board of directors or the Committee. The performance goals may be based on company-wide performance or
performance of one or more business units, divisions, affiliates or business segments, and may be either absolute or relative to the performance
of one or more comparable companies or the performance of one or more relevant indices.
Other Stock Awards. The
Committee may grant other awards based in whole or in part by reference to our common stock. The Compensation Committee will set the number
of shares under the stock award (or cash equivalent) and all other terms and conditions of such awards.
Non-Employee Director Compensation Limit. The
aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year, including awards granted
and cash fees paid by us to such non-employee director, will not exceed $200,000 in total value; provided that such amount will increase
to $400,000 for the first year for newly appointed or elected non-employee directors.
Changes to Capital Structure. In
the event there is a specified type of change in our capital structure, such as a stock split, reverse stock split or recapitalization,
appropriate adjustments will be made to (i) the class and maximum number of shares reserved for issuance under the Plan, (ii) the
class and maximum number of shares by which the share reserve may increase automatically each year, (iii) the class and maximum number
of shares that may be issued on the exercise of ISOs and (iv) the class and number of shares and exercise price, strike price or
purchase price, if applicable, of all outstanding stock awards.
Corporate Transactions. The
following applies to stock awards under the Plan in the event of a corporate transaction (as defined in the Plan), unless otherwise provided
in a participant’s stock award agreement or other written agreement with us or one of our affiliates or unless otherwise expressly
provided by the Committee at the time of grant.
In the event of a corporate transaction, any stock
awards outstanding under the Plan may be assumed, continued or substituted for by any surviving or acquiring corporation (or its parent
company), and any reacquisition or repurchase rights held by us with respect to the stock award may be assigned to the successor (or its
parent company). If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such stock
awards, then (i) with respect to any such stock awards that are held by participants whose continuous service has not terminated
prior to the effective time of the corporate transaction, or current participants, the vesting (and exercisability, if applicable) of
such stock awards will be accelerated in full to a date prior to the effective time of the corporate transaction (contingent upon the
effectiveness of the corporate transaction), and such stock awards will terminate if not exercised (if applicable) at or prior to the
effective time of the corporate transaction, and any reacquisition or repurchase rights held by us with respect to such stock awards will
lapse (contingent upon the effectiveness of the corporate transaction), and (ii) any such stock awards that are held by persons other
than current participants will terminate if not exercised (if applicable) prior to the effective time of the corporate transaction, except
that any reacquisition or repurchase rights held by us with respect to such stock awards will not terminate and may continue to be exercised
notwithstanding the corporate transaction.
In the event a stock award will terminate if not
exercised prior to the effective time of a corporate transaction, the board of directors may provide, in its sole discretion, that the
holder of such stock award may not exercise such stock award but instead will receive a payment equal in value to the excess (if any)
of (i) the per share amount payable to holders of common stock in connection with the corporate transaction over (ii) any per
share exercise price payable by such holder, if applicable. In addition, any escrow, holdback, earn out or similar provisions in the definitive
agreement for the corporate transaction may apply to such payment to the same extent and in the same manner as such provisions apply to
the holders of common stock.
Plan Amendment or Termination. Our
board of directors has the authority to amend, suspend or terminate our Plan, provided that such action does not materially impair the
existing rights of any participant without such participant’s written consent. Certain material amendments also require the approval
of our stockholders. No ISOs may be granted after the tenth anniversary of the date our board of directors adopts our Plan. No stock awards
may be granted under our Plan while it is suspended or after it is terminated.
Summary of Material United States Federal Income Tax Consequences
of the 2022 Equity Incentive Plan
The following is a summary of the principal federal
income tax consequences of option grants and other awards under the 2022 Equity Incentive Plan. Optionees and recipients of other rights
and awards granted under the 2022 Equity Incentive Plan are advised to consult their personal tax advisors before exercising an option
or stock appreciation right or disposing of any stock received pursuant to the exercise of an option or stock appreciation right or following
vesting of a restricted stock award or restricted stock unit or upon grant of an unrestricted stock award. In addition, the following
summary is based upon an analysis of the Code as currently in effect, existing laws, judicial decisions, administrative rulings, regulations
and proposed regulations, all of which are subject to change and does not address state, local or other tax laws.
Nonstatutory Stock Options. Generally,
there is no taxation upon the grant of a NSO. Upon exercise, a participant will recognize ordinary income equal to the excess, if
any, of the fair market value of the underlying stock on the date of exercise of the stock option over the exercise price. If the participant
is employed by the Company or one of its affiliates, that income will be subject to withholding taxes. The participant’s tax basis
in those shares will be equal to their fair market value on the date of exercise of the stock option, and the participant’s capital
gain holding period for those shares will begin on the day after they are transferred to the participant. Subject to the requirement
of reasonableness, the deduction limits under Section 162(m) of the Code and the satisfaction of a tax reporting obligation,
the Company will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant.
Incentive Stock Options. The
2022 Equity Incentive Plan provides for the grant of stock options that are intended to qualify as “incentive stock options,”
as defined in Section 422 of the Code. Under the Code, a participant generally is not subject to ordinary income tax upon the grant
or exercise of an ISO. If the participant holds a share received upon exercise of an ISO for more than two years from the date
the stock option was granted and more than one year from the date the stock option was exercised, which is referred to as the required
holding period, the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the participant’s
tax basis in that share will be long-term capital gain or loss. If, however, a participant disposes of a share acquired upon exercise
of an ISO before the end of the required holding period, which is referred to as a disqualifying disposition, the participant generally
will recognize ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the
share on the date of exercise of the stock option over the exercise price. However, if the sales proceeds are less than the fair market
value of the share on the date of exercise of the stock option, the amount of ordinary income recognized by the participant will not exceed
the gain, if any, realized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value of the share
on the date of exercise of the stock option, that excess will be short-term or long-term capital gain, depending on whether the holding
period for the share exceeds one year. For purposes of the alternative minimum tax, the amount by which the fair market value of a share
of stock acquired upon exercise of an ISO exceeds the exercise price of the stock option generally will be an adjustment included in the
participant’s alternative minimum taxable income for the year in which the stock option is exercised. If, however, there is a disqualifying
disposition of the share in the year in which the stock option is exercised, there will be no adjustment for alternative minimum tax purposes
with respect to that share. In computing alternative minimum taxable income, the tax basis of a share acquired upon exercise of an ISO
is increased by the amount of the adjustment taken into account with respect to that share for alternative minimum tax purposes in the
year the stock option is exercised. The Company is not allowed a tax deduction with respect to the grant or exercise of an ISO or the
disposition of a share acquired upon exercise of an ISO after the required holding period. If there is a disqualifying disposition of
a share, however, the Company will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant,
subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and provided that either
the employee includes that amount in income or the Company timely satisfies its reporting requirements with respect to that amount.
Restricted Stock Awards. Generally,
the recipient of a restricted stock award will recognize ordinary income at the time the stock is received equal to the excess, if any,
of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. If, however, the stock
is subject to restrictions constituting a substantial risk of forfeiture when it is received (for example, if the employee is required
to work for a period of time in order to have the right to transfer or sell the stock), the recipient generally will not recognize income
until the restrictions constituting a substantial risk of forfeiture lapse, at which time the recipient will recognize ordinary income
equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount paid by the recipient
in exchange for the stock. A recipient may, however, file an election with the Internal Revenue Service, within 30 days following
the date of grant, to recognize ordinary income, as of the date of grant, equal to the excess, if any, of the fair market value of the
stock on the date the award is granted over any amount paid by the recipient for the stock. The recipient’s basis for the determination
of gain or loss upon the subsequent disposition of shares acquired from a restricted stock award will be the amount paid for such shares
plus any ordinary income recognized either when the stock is received or when the restrictions constituting a substantial risk of forfeiture
lapse. Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and the satisfaction
of a tax reporting obligation, the Company will generally be entitled to a tax deduction equal to the taxable ordinary income realized
by the recipient of the restricted stock award.
Restricted Stock Unit Awards. Generally,
the recipient of a restricted stock unit award will generally recognize ordinary income at the time the stock is delivered equal to the
excess, if any, of (i) the fair market value of the stock received over any amount paid by the recipient in exchange for the stock
or (ii) the amount of cash paid to the participant. The recipient’s basis for the determination of gain or loss upon the subsequent
disposition of shares acquired from a restricted stock unit award will be the amount paid for such shares plus any ordinary income recognized
when the stock is delivered, and the participant’s capital gain holding period for those shares will begin on the day after
they are transferred to the participant. Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of
the Code and the satisfaction of a tax reporting obligation, the Company will generally be entitled to a tax deduction equal to the taxable
ordinary income realized by the recipient of the restricted stock unit award.
Stock Appreciation Rights. Generally,
the recipient of a stock appreciation right will recognize ordinary income equal to the fair market value of the stock or cash received
upon such exercise. Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and
the satisfaction of a tax reporting obligation, the Company will generally be entitled to a tax deduction equal to the taxable ordinary
income realized by the recipient of the stock appreciation right.
THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF THE U.S. FEDERAL
INCOME TAXATION UPON PARTICIPANTS AND THE COMPANY UNDER THE 2022 EQUITY INCENTIVE PLAN. IT DOES NOT PURPORT TO BE COMPLETE AND DOES
NOT DISCUSS THE TAX CONSEQUENCES OF A PARTICIPANT’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE, OR
FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Predecessor Related Person Transactions Prior to the Business Combination
In November 2018, in anticipation of the expected issuance of 2,156,250
founder shares to Predecessor’s sponsor, such sponsor paid certain of Predecessor’s deferred offering costs with the $25,000
purchase price of the founder shares. As of December 31, 2018, one founder share was issued to Predecessor’s sponsor. The remaining
2,156,249 founder shares were issued to Predecessor’s sponsor on January 28, 2019.
On December 10, 2020, the underwriters notified Predecessor that they
would not be exercising the over-allotment option and as a result, Predecessor’s sponsor returned 281,250 ordinary shares to Predecessor
for no consideration and such ordinary shares were canceled. Also effective December 10, 2020, by agreement between Predecessor’s
sponsor and the underwriters, an aggregate of 375,000 Private Placement Warrants were assigned by the underwriters to Predecessor’s
sponsor.
In connection with the Business Combination, Predecessor’s sponsor,
officers and directors and/or their affiliates were reimbursed for certain out-of-pocket expenses incurred in connection with activities
on Predecessor’s behalf.
Bull Horn has entered into a registration and shareholder rights agreement
with respect to the Private Placement Warrants, the warrants issuable upon conversion of working capital loans (if any) and the ordinary
shares issuable upon exercise of the foregoing and upon conversion of the founder shares.
Coeptis Related Person Transactions Prior to the Business Combination
Prior to the closing of the merger in 2021 involving Coeptis and an
entity named Vinings Holdings, Inc. (which is now Coeptis Therapeutics, Inc.), Vinings had a 100% ownership interest in an entity named
NDYN Delaware, Inc. In December 2020, prior to the closing of the 2021 merger, Vinings divested its 100% ownership interest NDYN Delaware,
LLC to Sterling Acquisition I, LLC, an entity controlled by Vinings’ then control person Erik Nelson. The divestiture was accomplished
through the sale of all of Vinings’ share ownership of NDYN Delaware, Inc. pursuant to a Divestiture Agreement, a copy of which
is attached as Exhibit 10.1 to Vinings Holdings Inc.’s Current Report on Form 8-K that was filed on December 31, 2020.
On February 12, 2021, David Mehalick purchased 8,000 shares of Series
B Preferred Stock from Coral Investment Partners, LP for an aggregate purchase price of $1,000. These shares of Series B Preferred Stock
were exchanged for Company Common Stock in connection with the closing of the Business Combination.
DESCRIPTION OF CAPITAL STOCK
The following summary sets forth the material terms
of the Company’s securities following the completion of the Merger. The following summary is not intended to be a complete summary
of the rights and preferences of such securities, and is qualified by reference to the Company’s Amended and Restated Certificate
of Incorporation.
Authorized and Outstanding Stock
The Company’s authorized capital stock consists of:
| |
· |
150,000,000 shares of common stock, par value $0.0001 per share; and |
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· |
10,000,000 shares of preferred stock, par value $0.0001 per share. |
Common Stock
Voting. The holders
of Company Common Stock will be entitled to one vote for each share held of record on all matters on which the holders are entitled to
vote (or consent pursuant to written consent). Directors will be elected by a plurality of the votes present in person or represented
by proxy and entitled to vote.
Dividends. The holders
of Company Common Stock will be entitled to receive, ratably, dividends only if, when and as declared by the Company Board out of funds
legally available therefor and after provision is made for each class of capital stock having preference over the common stock.
Liquidation Rights. In
the event of the Company’s liquidation, dissolution or winding-up, the holders of common stock will be entitled to share, ratably,
in all assets remaining available for distribution after payment of all liabilities and after provision is made for each class of capital
stock having preference over the common stock.
Conversion Right. The holders
of Company Common Stock will have no conversion rights.
Preemptive and Similar Rights. The
holders of Company Common Stock will have no preemptive or similar rights.
Redemption/Put Rights. There
will be no redemption or sinking fund provisions applicable to the Company Common Stock. All of the outstanding shares of Company Common
Stock are fully-paid and nonassessable.
Preferred Stock
The Company Board has the authority to issue shares
of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix
the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights,
terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of
any series to the fullest extent permitted by the DGCL.
Warrants
Warrants to purchase 1,563,912 shares of Company
Common Stock at an average exercise price of approximately $7.93, which warrants were assumed in the Merger; and
Warrants to purchase 7,500,000 shares of Company Common Stock, comprised
of (i) 7,500,000 public warrants exercisable to acquire 3,750,000 shares at an exercise price of $11.50 per whole share and (ii) 3,750,000
private warrants exercisable to acquire 3,750,000 shares at an exercise price of $11.50 per share, which warrants were in place at Predecessor
prior to the Merger.
Upon completion of the Merger, the Company had outstanding
the following warrants:
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· |
Warrants to purchase 1,563,912 shares of Company Common Stock at an average exercise price of approximately $7.93 per share, which warrants were assumed in the Merger; |
| |
· |
Warrants to purchase 3,750,000 shares of Company Common Stock that were issued by Predecessor in its initial public offering, which have an exercise price of $11.50 per share; and |
| |
· |
Warrants to purchase 3,750,000 shares of Company Common Stock that were issued by Predecessor in its pre-Merger private placement, which have an exercise price of $11.50 per share. |
Anti-Takeover Effects of the Certificate of Incorporation, the Bylaws
and Certain Provisions of Delaware Law
The Amended and Restated Certificate of Incorporation,
the Bylaws and the DGCL contain provisions, which are summarized in the following paragraphs, are intended to enhance the likelihood of
continuity and stability in the composition of the Company Board and to discourage certain types of transactions that may involve an actual
or threatened acquisition of the Company. These provisions are intended to avoid costly takeover battles, reduce the Company’s vulnerability
to a hostile change of control or other unsolicited acquisition proposal, and enhance the ability of the Company Board to maximize stockholder
value in connection with any unsolicited offer to acquire the Company. However, these provisions may have the effect of delaying, deterring
or preventing a merger or acquisition of the Company by means of a tender offer, a proxy contest or other takeover attempt that a stockholder
might consider in its best interest, including attempts that might result in a premium over the prevailing market price for the shares
of common stock. The Amended and Restated Certificate of Incorporation provides that any action required or permitted to be taken by the
Company’s stockholders must be effected at a duly called annual meeting of such stockholders and may not be effected by any consent
in writing by such holders unless such action is recommended by all directors of the Company Board then in office, except that holders
of one or more series of Preferred Stock, if such series are expressly permitted to do so by the certificate of designation relating to
such series, may take any action by written consent if such action permitted to be taken by such holders and the written consent is signed
by the holders of outstanding shares of the relevant class or series having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting. See also “Risk Factors — Delaware law and the Amended and Restated
Certificate of Incorporation and Bylaws contain certain provisions, including anti-takeover provisions that limit the ability of stockholders
to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.”
Authorized but Unissued Capital Stock
Delaware law does not require stockholder approval
for any issuance of authorized shares. However, the listing requirements of Nasdaq, which would apply if and so long as the common stock
remains listed on Nasdaq, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power
or then outstanding number of shares of common stock. Additional shares that may be issued in the future may be used for a variety of
corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.
One of the effects of the existence of unissued
and unreserved common stock may be to enable the Company Board to issue shares to persons friendly to current management, which issuance
could render more difficult or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest
or otherwise and thereby protect the continuity of management and possibly deprive stockholders of opportunities to sell their shares
of common stock at prices higher than prevailing market prices.
Election of Directors and Vacancies
The Amended and Restated Certificate of Incorporation
provides that the Company Board will determine the number of directors who will serve on the board, subject to the rights of the holders
of any series of preferred stock to elect additional directors. The exact number of directors will be fixed solely and exclusively by
resolution duly adopted from time to time by the Company Board.
In addition, the Amended and Restated Certificate
of Incorporation provides that any vacancy on the Company Board, including a vacancy that results from an increase in the number of directors
or a vacancy that results from the death, resignation, disqualification or removal of a director, may be filled only by a majority of
the directors then in office, even if less than a quorum, subject to the rights, if any, of the holders of preferred stock.
Notwithstanding the foregoing provisions of this
section, each director will serve until his successor is duly elected and qualified or until his earlier death, resignation or removal.
No decrease in the number of directors constituting the Company Board will shorten the term of any incumbent director.
Business Combinations
The Company is subject to the provisions of Section 203
of the DGCL. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination”
with an “interested stockholder” for a period of three years after the date of the transaction in which the person became
an interested stockholder, unless the business combination is approved in the following prescribed manner:
| · | prior to the time of the transaction, the board of directors of
the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested
stockholder; |
| · | upon completion of the transaction that resulted in the stockholder
becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time
the transaction commenced, excluding for purposes of determining the number of shares outstanding (1) shares owned by persons who
are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right
to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; and |
| · | on or subsequent to the time of the transaction, the business
combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66⅔% of the outstanding voting stock which is not owned by the interested stockholder. |
Generally, for purposes of Section 203, a “business
combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder.
An “interested stockholder” is a person who, together with affiliates and associates, owns or, within three years prior
to the determination of interested stockholder status, owned 15% or more of a corporation’s outstanding voting securities.
Such provisions may encourage companies interested
in acquiring the Company to negotiate in advance with the Company Board because the stockholder approval requirement would be avoided
if the Company Board approves either the business combination or the transaction that results in the stockholder becoming an interested
stockholder. However, such provisions also could discourage attempts that might result in a premium over the market price for the shares
held by stockholders. These provisions also may make it more difficult to accomplish transactions that stockholders may otherwise deem
to be in their best interests.
Quorum
The Bylaws provide that at any meeting of the Company
Board, a majority of the directors then in office constitutes a quorum for all purposes.
No Cumulative Voting
Under Delaware law, the right to vote cumulatively
does not exist unless the certificate of incorporation expressly authorizes cumulative voting. The Amended and Restated Certificate of
Incorporation does not authorize cumulative voting.
General Stockholder Meetings
The Amended and Restated Certificate of Incorporation
provides that special meetings of stockholders may be called only by the Company Board acting pursuant to a resolution approved by the
affirmative vote of a majority of the Company Board, subject to the rights, if any, of the holders of any series of preferred stock.
Requirements for Advance Notification of Stockholder Meetings, Nominations
and Proposals
The Bylaws establish advance notice procedures with
respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the
direction of the Company Board. For any matter to be “properly brought” before a meeting, a stockholder will have to comply
with advance notice requirements and provide the Company with certain information. Generally, to be timely, a stockholder’s notice
must be received by the Secretary at the Company’s principal executive offices not less than 90 days nor more than 120 days
prior to the one-year anniversary of the date of the preceding annual meeting of stockholders (for the purposes of the first annual meeting
of the stockholders of the Company following the adoption of the Bylaws, a stockholder’s notice must be received by the Secretary
at the Company’s principal executive offices not later than (i) 90 days prior to the date of the first annual meeting
or (ii) less than 10 days following the date the first annual meeting is publicly announced). The Bylaws also specify requirements
as to the form and content of a stockholder’s notice. The Bylaws allow the Company Board or a committee of the Company Board to
determine whether a nomination or any business proposed to be brought before a special meeting of the stockholders was made in accordance
with the Bylaws. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to
elect the acquirer’s own slate of directors or otherwise attempting to influence or obtain control of the Company.
Amendment Provisions
The Amended and Restated Certificate of Incorporation
and the Bylaws provide that the Company Board, by the affirmative vote of a majority of the Company Board, is expressly authorized to
make, alter, amend, change, add to, rescind or repeal, in whole or in part, the Bylaws without a stockholder vote in any matter not inconsistent
with the laws of the State of Delaware. Any amendment, alteration, rescission or repeal of the Bylaws by the Company’s stockholders
requires the affirmative vote of the holders of at least a majority in voting power of all the then outstanding shares of stock entitled
to vote thereon, voting together as a single class.
The Amended and Restated Certificate of Incorporation
provides that it may be amended, altered, changed or repealed in accordance with the DGCL.
Exclusive Forum
The Amended and Restated Certificate of Incorporation
provides that, unless the Company consents to the selection of an alternative forum, any (i) derivative action or proceeding brought
on behalf of the Company, (ii) action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee
of the Company to the Company or the Company’s stockholders, creditors or other constituents, (iii) action asserting a claim
against the Company or any director or officer of the Company arising pursuant to, or a claim against the Corporation or any Director
or officer of the Corporation with respect to the interpretation or application of any provision of, the DGCL, the Amended and Restated
Certificate of Incorporation or the Bylaws or (iv) action asserting a claim against the Company or any director or officer of the
Company governed by the internal affairs doctrine will, to the fullest extent permitted by law, be solely and exclusively brought in the
Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any other court located
in the State of Delaware with subject matter jurisdiction. To the fullest extent permitted by law, any person or entity purchasing or
otherwise acquiring or holding any interest in shares of capital stock of the Company will be deemed to have notice of and consented to
the forum provisions in the Amended and Restated Certificate of Incorporation. However, it is possible that a court could find the Company’s
forum selection provisions to be inapplicable or unenforceable. Although the Company believes this provision benefits it by providing
increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect
of discouraging lawsuits against Company’s directors and officers.
The Amended and Restated Certificate of Incorporation
provides that, unless the Company consents to the selection of an alternative forum, the federal district courts of the United States
of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting
a cause of action arising under the Securities Act of 1933, as amended; provided, however, that this provision will not apply
to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other
claim for which the federal courts have exclusive jurisdiction.
Limitations on Liability and Indemnification of Officers and Directors
The DGCL authorizes corporations to limit or eliminate
the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary
duties, subject to certain exceptions. The Amended and Restated Certificate of Incorporation includes a provision that eliminates the
personal liability of directors for monetary damages for any breach of fiduciary duty as a director, except for liability (i) for
any breach of the director’s duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for
any transaction from which the director derived an improper personal benefit. The effect of these provisions is to eliminate the rights
of the Company and its stockholders, through stockholders’ derivative suits on the Company’s behalf, to recover monetary damages
from a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior. However, exculpation
does not apply to any director if the director has acted in bad faith, knowingly or intentionally violated the law, authorized illegal
dividends or redemptions or derived an improper benefit from his or her actions as a director.
The Bylaws provide that the Company must indemnify
and advance expenses to directors and officers to the fullest extent authorized by the DGCL. The Company is also expressly authorized
to carry directors’ and officers’ liability insurance providing indemnification for directors, officers and certain employees
for some liabilities. The Company believes that these indemnification and advancement provisions and insurance are useful to attract and
retain qualified directors and executive officers.
The limitation of liability, indemnification and
advancement provisions in the Amended and Restated Certificate of Incorporation and the Bylaws may discourage stockholders from bringing
a lawsuit against directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of
derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit the Company and
its stockholders. In addition, your investment may be adversely affected to the extent the Company pays the costs of settlement and damage
awards against directors and officers pursuant to these indemnification provisions. The Company believes that these provisions, liability
insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to the Company’s directors, officers and controlling persons pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
There is currently no pending material litigation
or proceeding involving any of the Bull Horn’s or Coeptis’ respective directors, officers or employees for which indemnification
is sought.
Transfer Agent and Registrar
The Transfer Agent and registrar for the shares
of Company Common Stock and the Company’s public warrants is Continental Stock Transfer & Trust Company.
Listing
The Company’s common stock and warrants on
Nasdaq Global Market under the symbol “COEP” and “COEPW,” respectively.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Market Information
Our Company Common Stock is currently available
for trading on the Nasdaq Global Market under the symbols “COEP” for the Company Common Stock and “COEPW” for
the Company’s public warrants.
Trades in our Common Stock may be subject to
Rule 15g-9 of the Exchange Act, which imposes requirements on broker/dealers who sell securities subject to the rule to persons other
than established customers and accredited investors. For transactions covered by the rule, broker/dealers must make a special suitability
determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction before the sale.
The SEC also has rules that regulate broker/dealer
practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of
less than $5.00 (other than securities listed on certain national exchanges, provided that the current price and volume information with
respect to transactions in that security is provided by the applicable exchange or system). The penny stock rules require a broker/dealer,
before effecting a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document
prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer
also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its
salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s
account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally
or in writing before effecting the transaction, and must be given to the customer in writing before or with the customer’s confirmation.
These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for shares of our
Common Stock. As a result of these rules, investors may find it difficult to sell their shares.
Holders
As of the date of this filing, there are approximately
472 record holders of our Common Stock.
Dividend Policy
We have never declared or paid dividends. We
do not intend to pay cash dividends on our Company Common Stock for the foreseeable future, but currently intend to retain any future
earnings to fund the development and growth of our business. The payment of dividends if any, on our Company Common Stock will rest solely
within the discretion of our board of directors and will depend, among other things, upon our earnings, capital requirements, financial
condition, and other relevant factors.
LEGAL PROCEEDINGS
From time to time, the Company may be named
in claims arising in the ordinary course of business. Currently, no legal proceedings or claims are pending against or involve the Company
that, in the opinion of management, could reasonably be expected to have a material adverse effect on our business and financial condition.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Under Section 145 of the General Corporation
Law of the State of Delaware, we may indemnify our directors and officers against liabilities they may incur in such capacities, including
liabilities under the Securities Act. Our Certificate of Incorporation provides that, pursuant to Delaware law, our directors shall not
be liable for monetary damages for breach of the directors’ fiduciary duty of care to us and our stockholders. This provision does
not eliminate the duty of care, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary
relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the
director’s duty of loyalty to us or our stockholders for acts or omissions not in good faith or involving intentional misconduct
or knowing violations of the law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval
of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director’s responsibilities
under any other law, such as the federal securities laws or state or federal environmental laws.
Our Bylaws provide for the indemnification of
its directors to the fullest extent permitted by the Delaware General Corporation Law.
We have been advised that in the opinion of the
SEC, insofar as indemnification for liabilities arising under the Securities Act may be permitted to its directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable. In the event a claim for indemnification against such liabilities (other than the our payment of expenses
incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by the us is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
PART F/S
Reference is made to the disclosure set forth
under Item 9.01 of this Current Report, which disclosure is incorporated herein by reference.
INDEX TO EXHIBITS
See Item 9.01(c) below, which is incorporated
by reference herein.
DESCRIPTION OF EXHIBITS
See Exhibit Index below and the corresponding
exhibits, which are incorporated by reference herein.
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Item 3.02. |
Unregistered Sales of Equity Securities. |
The disclosure set forth in Item 2.01 to
this Current Report is incorporated into this item by reference.
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Item 5.01. |
Changes in Control of the Registrant. |
As a result of the Merger, we experienced a change
in control, with the former stockholders of Coeptis acquiring control of the Company. The disclosure set forth in Item 2.01 to this
Current Report is incorporated into this item by reference.
| |
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The disclosure set forth in Item 2.01 to
this Current Report is incorporated into this item by reference.
| |
Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 28, 2022, concurrent with the Merger,
we amended and restated our certificate of incorporation and our bylaws. The Amended and Restated Certificate of Incorporation and Amended
and Restated Bylaws are included at Exhibits 3.1 and 3.3 hereto, respectively.
| |
Item 5.06. |
Change in Shell Company Status. |
The disclosure set forth in Item 2.01 to
this Current Report is incorporated into this item by reference. As a result of the completion of the Merger, we believe that we are no
longer a shell company, as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.
|
Item 7.01 |
Regulation FD Disclosure |
On November 3, 2022, Coeptis
Therapeutics Holdings, Inc. (the “Company” or “Coeptis”) posted an investor presentation (the “Presentation”)
to its website and it is available in the Presentations section of the Company’s website at https://coeptistx.com/presentation.
A copy of the Presentation is included as Exhibit 99.3 to this Current Report on Form 8-K.
The Company intends to use
the Presentation in presentations to investors and analysts from time to time in the future. The furnishing of the information in this
Current Report on Form 8-K is not intended to, and does not, constitute a determination by the Company that the information in this Current
Report on Form 8-K is material or complete, or that investors should consider this information before making an investment decision with
respect to any security of the Company. The information in the materials is presented as of November 3, 2022, and the Company does not
assume any obligation to update such information in the future.
The information in Item 7.01
of this Current Report on Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall
such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
On October 31, 2022, Coeptis
issued a press release announcing the closing of its business combination with Bull Horn Holdings Corp. A copy of the press release is
included as Exhibit 99.4 to the Current Report on Form 8-K.
On November 2, 2022, the
Company issued a press release announcing the new appointments to its board of directors as a result of the closing of its business combination
with Bull Horn Holdings Corp. A copy of the press release is included as Exhibit 99.4 to the Current Report on Form 8-K.
| |
Item 9.01. |
Financial Statements and Exhibits. |
| |
(a) |
Financial Statements of business acquired |
In accordance with Item 9.01(a), Coeptis’
unaudited financial statements as of June 30, 2021 and 2022 and audited financial statements for the years ended December 31, 2021
and 2020 are included with this Current Report as Exhibit 99.1 and are incorporated herein by reference.
| |
(b) |
Pro forma financial information |
In accordance with Item 9.01(b), unaudited
pro-forma consolidated financial statements are included with this Current Report as Exhibit 99.2 and are incorporated herein by reference.
Exhibit
No. |
|
Description |
| |
|
|
| 2.1 |
|
Agreement and Plan of Merger and Reorganization, dated as of April 18, 2022, by and among Bull Horn Holdings Corp., a British Virgin Island corporation, BH Acquisition Sub, a Delaware corporation and Coeptis Therapeutics, Inc., a Delaware corporation (incorporated by reference from Exhibit 2.1 to Bull Horn Holdings Corp.’s Current Report on Form 8-K, as filed with the SEC on April 19, 2022) |
| 2.2 |
|
Certificate of Merger as filed with the Delaware Secretary of State effective October 28, 2022* |
| 3.1 |
|
Amended and Restated Certificate of Incorporation of Coeptis Therapeutics Holdings, Inc.* |
| 3.2 |
|
Certificate of Incorporation of Coeptis Therapeutics, Inc. (incorporated by reference from the Certificate of Merger included at Exhibit 2.2 to this Current Report on Form 8-K) |
| 3.3 |
|
Amended and Restated Bylaws of Coeptis Therapeutics Holdings, Inc.* |
| 4.1 |
|
2022 Equity Incentive Plan* |
| 10.1 |
|
Registration Rights Agreement, dated October 29, 2020, by and among Bull Horn and certain security holders (incorporated by reference to Exhibit 10.3 of Bull Horn’s Form 8-K, filed with the SEC on November 3, 2020). |
| 10.2 |
|
Private Placement Warrants Purchase Agreement, dated October 29, 2020, by and between Bull Horn and Imperial Capital LLC, I-Bankers Securities, Inc. and Northland Securities, Inc. (incorporated by reference to Exhibit 10.4 of Bull Horn’s Form 8-K, filed with the SEC on November 3, 2020). |
| 10.3 |
|
Private Placements Warrants Purchase Agreement, dated October 29, 2020, by and between Bull Horn and Sponsor (incorporated by reference to Exhibit 10.5 of Bull Horn’s Form 8-K, filed with the SEC on November 3, 2020). |
| 10.4 |
|
Co-Development Option Purchase Agreement (SNP) between Coeptis and Vy-Gen Bio, Inc. (incorporated by reference to Exhibit 4.1 to Coeptis Therapeutics, Inc.’s Form 8-K, filed with the SEC on May 11, 2021). |
| 10.5 |
|
Co-Development Option Purchase Agreement (GEAR) between Coeptis and Vy-Gen Bio, Inc. (incorporated by reference to Exhibit 4.2 to Coeptis’ Form 8-K, filed with the SEC on May 11, 2021). |
| 10.6 |
|
Amendment No. 1 to Co-Development Option Purchase Agreement (SNP) between Coeptis and VyGen-Bio, Inc. (incorporated by reference to Exhibit 4.1 to Coeptis Therapeutics, Inc.’s Form 8-K, filed with the SEC on August 19, 2021). |
| 10.7 |
|
Co-development and Steering Committee Agreement with VyGen-Bio, Inc. (incorporated by reference to Exhibit 4.1 to Coeptis’ Therapeutics, Inc.’s Form 8-K, filed with the SEC on December 27, 2021). |
| 10.8 |
|
Employment Agreement between Coeptis and David Mehalick (incorporated by reference to Exhibit 4.1 to Coeptis Therapeutics, Inc.’s Form 8-K filed with the SEC on February 25, 2022). |
| 10.9 |
|
Employment Agreement between Coeptis and Daniel Yerace (incorporated by reference to Exhibit 4.2 to Coeptis Therapeutics, Inc.’s Form 8-K filed with the SEC on February 25, 2022). |
| 21.1 |
|
Subsidiaries of Coeptis Therapeutics Holdings, Inc.* |
| 23.1 |
|
Consent of Independent Registered Public Accounting Firm* |
| 99.1 |
|
Audited financial statements of Coeptis Therapeutics, Inc. as of and for the years ended December 31, 2021 and 2020 and unaudited financial statements of Coeptis Therapeutics, Inc. as of June 30, 2022 and for the six months ended June 30, 2021 and 2020* |
| 99.2 |
|
Unaudited Pro Forma Condensed Combined Financial Statements for the year ended December 31, 2021 and as of and for the six months ended June 30, 2022* |
| 99.3 |
|
Coeptis Therapeutics Holdings Inc. Presentation* |
| 99.4 |
|
Coeptis Therapeutics Inc. Press Release dated October 31, 2022* |
| 99.5 |
|
Coeptis Therapeutics Holdings Inc. Press release dated November 2, 2022* |
______________________
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Coeptis Therapeutics, Inc. |
| |
|
|
| Date: November 3, 2022 |
By: |
/s/ David Mehalick |
| |
|
David Mehalick
Chief Executive Officer |
