The accompanying notes are an integral part of the consolidated financial statements.
The accompanying notes are an integral part of the consolidated financial statements.
* Retroactively adjusted to reflect the impact of the 1 for 2.96851721 reverse stock split from October 28, 2022
The accompanying notes are an integral part of
the consolidated financial statements.
The accompanying notes are an integral part of the consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
Three months ended March 31, 2023 and 2022 (unaudited)
NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Nature of Business
General. Coeptis Therapeutics Holdings,
Inc. (“Coeptis”, the “Company” or “we” or “our”) was originally incorporated in the British
Virgin Islands on November 27, 2018, under the name Bull Horn Holdings Corp. On October 27, 2022, Bull Horn Holdings Corp. domesticated
from the British Virgin Islands to the State of Delaware. On October 28, 2022, in connection with the closing of the Merger, we changed
our corporate name from Bull Horn Holdings Corp. to “Coeptis Therapeutics Holdings, Inc.”
The Merger Transaction. On October 28,
2022, a wholly owned subsidiary of Bull Horn Holdings Corp., merged with and into Coeptis Therapeutics, Inc., with Coeptis Therapeutics,
Inc. as the surviving corporation of the Merger. As a result of the Merger, we acquired the business of Coeptis Therapeutics, Inc., which
we now continue to operate as our wholly owned subsidiary.
About the Company’s Subsidiaries.
We are now a holding company that currently operates through our direct and indirect wholly owned subsidiaries Coeptis Therapeutics, Inc.,
Coeptis Pharmaceuticals, Inc. and Coeptis Pharmaceuticals, LLC.
Our current business model is designed around
furthering the development of our current product portfolio. We are 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. We seek 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.
Basis of Presentation – The accompanying
unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”). In the opinion of management, the accompanying unaudited condensed consolidated
financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly the Company’s
financial position, results of operations, and cash flows. The interim results of operations are not necessarily indicative of the results
that may occur for the full fiscal year. Certain information and footnote disclosure normally included in the financial statements prepared
in accordance with GAAP have been condensed or omitted pursuant to instructions, rules, and regulations prescribed by the United States
Securities and Exchange Commission (“SEC”). The condensed interim financial statements should be read in conjunction with
the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December
31, 2022 that was filed with the SEC on March 29, 2023.
As a result of the Merger, the condensed
consolidated financial statements included in this report reflect (1) the historical operating results of Coeptis prior to the
Merger; (2) the combined results of the Company and Coeptis following the closing of the Merger; (3) the assets and liabilities of
Coeptis at their historical cost; and (4) the Company’s equity structure for all periods presented.
Principles of Consolidation
– The accompanying unaudited condensed consolidated financial statements include the accounts of Coeptis Therapeutics Holdings
Inc. (formerly Bullhorn Holdings, Inc.), Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc. and its wholly-owned subsidiary,
Coeptis Pharmaceuticals, LLC. All material intercompany accounts, balances and transactions have been eliminated.
Risks and Uncertainties – In late
2019, an outbreak of a novel strain of the Coronavirus 2019 Disease (COVID-19) was identified and infections have been found in a number
of countries around the world, including the United States. COVID-19 and its impact on trade including customer demand, travel, employee
productivity, supply chain, and other economic activities has had, and may continue to have, a potentially significant effect on financial
markets and business activity. The extent of the impact of COVID-19 on the Company’s operational and financial performance is currently
uncertain and cannot be predicted.
NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
The Company’s significant accounting policies
are described in Note 2 “Summary of Significant Accounting Policies,” in the Company’s Annual Report on Form 10-K filed
with the SEC on March 29, 2023. There have been no material changes to the significant
accounting policies during the three month period ended March 31, 2023, except for items mentioned below.
Use
of Estimates – The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
Employee and Non-Employee Share-Based Compensation
–
The Company applies ASC 718-10, “Share-Based
Payment,” which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees
and directors including employee stock options equity awards issued to employees and non-employees based on estimated fair values.
ASC 718-10 requires companies to estimate the fair
value of equity-based option awards on the date of grant using an option-pricing model. The fair value of the award is recognized as an
expense on a straight-line basis over the requisite service periods in the Company’s consolidated statements of operations. The
Company recognizes share-based award forfeitures as they occur.
The Company estimates the fair value of granted option
equity awards using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most
significant are share price, expected volatility and the expected option term (the time from the grant date until the options are exercised
or expire). Expected volatility is estimated based on volatility of the Company. The Company has historically not paid dividends and has
no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an
equivalent term. The expected option term is calculated for options granted to employees and directors using the “simplified”
method. Changes in the determination of each of the inputs can affect the fair value of the options granted and the results of operations
of the Company.
Adoption of New Accounting Pronouncements
During the quarter ended March 31, 2023 and 2022,
there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be
adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material
impact on the Company’s financial statements.
Going
Concern – The accompanying financial statements have been prepared in conformity with GAAP in the United States of America, which contemplate continuation of the Company as a going concern,
which is dependent upon the Company’s ability to obtain sufficient financials or establish itself as a profitable business. As
of the quarter ended March 31, 2023, the Company had accumulated deficit of $73,607,967.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans
with respect to operations include raising additional capital through sales of equity or debt securities as may be necessary to
pursue its business plans and sustain operations until such time as the Company can achieve profitability. Management believes that
additional financing as necessary will result in improved operations and cash flow. However, there can be no assurance that
management will be successful in obtaining additional funding or in attaining profitable operations.
NOTE 3 – LICENSE RIGHT
Prior to 2021, the Company entered into an agreement
with a foreign entity to market, distribute, and sell the Consensi product (Product) on an exclusive basis within the United States and
Puerto Rico. Upon execution of the Agreement the Company paid $1,000,000 to the foreign entity. Milestone payments were due as follows;
(1) $1,500,000 upon completion of the CMC Plan as reimbursements of costs incurred by the foreign entity, (2) $1,000,000 was due upon
first commercial sale of the Product which occurred in June 2020. Milestones were met and paid in 2020.
In September of 2021, the Company executed a license
termination agreement with the foreign entity to cease all efforts for sales and promotion of the product in the United States and Puerto
Rico. The termination included (i) issuance of $1,500,000 of convertible debt due in 2023 to satisfy amounts owed for the license, (ii)
the issue of warrants (See NOTE 5) and (iii) transfer of inventory ownership back to the foreign entity. In conjunction with this termination,
the Company also terminated its marketing agreement with a third party for the Product’s sales and promotion.
During the year ended December 31, 2021, the Company
and VyGen-Bio, Inc. (“Vy-Gen”) entered into agreements to jointly develop and commercialize two Vy-Gen product candidates,
CD38-GEAR-NK and CD38-Diagnostic (the “CD38 Assets”). The Company paid $1,750,000 and issued promissory notes totaling $3,250,000
to Vy-Gen in accordance with the agreements. The collaboration arrangement provides the right for the Company to participate, under the
direction of a joint steering committee, in the development and commercialization of the CD38 Assets and a 50/50 profit share, with the
profit share subject to contingent automatic downward adjustment up to 25% upon an event of default in connection with the promissory
notes. The Company capitalized $5,000,000 to be amortized over a five-year period in which the CD38 Assets are expected to contribute
to future cash flows. In March of 2022, a $250,000 payment was made toward the promissory notes. In November of 2022, a $1,500,000 payment
was made toward the promissory notes, and the accrued interest was forgiven. As of March 31, 2023, the balance due under the two promissory
notes totaled $0. The Company is in compliance with the option agreement as of March 31, 2023.
The Company made certain judgements as the basis
in determining the accounting treatment of these options. The CD38 Assets represent a platform technology and a diagnostic tool which
have multiple applications and uses. Both projects are intended to be used in more than one therapy or diagnostic option. For example,
GEAR-NK is a technology which allows for the gene editing of human natural killer cells, so that these cells can no longer bind and be
destroyed by targeted monoclonal antibody treatments. The GEAR-NK technology can be modified to work concomitantly with many different
monoclonal antibody treatments in which there are currently over 100 approved by the FDA. Anti-CD38 is only the first class of monoclonal
antibody treatments being developed under the GEAR-NK platform. Therefore, the pursuit of FDA approval for the use of CD38 assets for
at least one indication or medical device approval is at least reasonably expected. Further, as the diagnostic asset may be used as an
in vitro technology, it could be classified as a medical device, and therefore toxicity studies would not be a contingency to be resolved
before reasonably establishing future value assumptions. In addition, there is perceived value in the CD38 assets, based on publicly disclosed
current business deals in cell therapies, the developing market for these innovative technologies, and current interest from third parties
in these technologies. The Company may sell or license its right to another party, with the written consent of VyGen Bio, which cannot
be unreasonably withheld. Furthermore, the Company believes that any negative results from ongoing development of a single therapy or
use, would not result in abandoning the project. Given these considerations, The Company has determined that these options have alternative
future use and should be recorded as assets pursuant to ASC 730-10-25-2, Research and Development.
Related to the joint development, the Company,
under the direction of the joint steering committee, is assessing market opportunities, intellectual property protection, and potential
regulatory strategies for the CD38 Assets. VyGen Bio is responsible for development activities conducted and overseen by the scientists
at Karolinska Institute. The agreement does not currently require additional payments for R&D costs by the Company and no additional
payments are required upon development or regulatory milestones.
NOTE 4 – DEBT
In January 2020, the Company entered into a Senior
Secured Note agreement with an unrelated party. The principal amount of $500,000, which is secured by a security agreement, together with
interest at 8%, plus additional 2% in the event of default, was due February 8, 2021. On April 14, 2022, the Company entered into a Debt
modification agreement with the note holder, extending the maturity to July 31, 2022. The extension was executed in exchange for consideration
of warrants exchangeable for 400,000 shares of common stock at a price of $1.50 per share issued to the debt holders on January 28, 2022.
See Note 5 for details of warrants. In December of 2022, a $500,000 payment was made, along with an interest payment of $135,671, which
satisfied the note in full.
In January 2020, the Company entered into a Senior
Secured Note agreement with an unrelated party. The principal amount of $167,000, which is secured by a security agreement, together with
interest at 8%, plus additional 2% in the event of default, was due February 8, 2021. On April 14, 2022, the Company entered into a Debt
modification agreement with the note holder, extending the maturity to July 31, 2022. The extension was executed in exchange for consideration
of warrants exchangeable for 250,000 shares of common stock at a price of $1.50 per share issued to the debt holders on January 28, 2022.
See Note 5 for details of warrants. In July of 2022, a $50,000 payment was made toward principal. In November of 2022, a $117,000 payment
was made, along with an interest payment of $42,893, which satisfied the note in full.
In September 2021, as part of a termination of
a license agreement with Purple BioTech (“Purple”), the Company issued a convertible note in the principal amount of $1,500,000
that is payable on or before February 2023, bearing interest of 5% per annum and convertible in whole or in part at any time by Purple
into shares of Common Stock of the Company. The conversion price is $5 per share of common stock, subject to certain adjustments under
such terms and conditions as agreed between the parties. The Company may prepay the principal amount of the Note plus accrued and unpaid
interest at any time, prior to the Maturity Date. Inventory, which has been fully written-off on the Company’s balance sheet, will
be transferred back to Purple at Purple’s cost. As of March 2023, the loan is currently in default.
Loans under the CARES Act -- On May 6,
2020, the Company received loan proceeds in the amount of approximately $77,500 under the Paycheck Protection Program (“PPP”).
The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to
qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued
interest are forgivable after eight weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits,
rent and utilities, and maintains its payroll levels. In February 2021, an additional $77,595 was received by the Company under the second
round of PPP (“PPP2”). The Company has used the proceeds for purposes consistent with its intended use. Both the PPP and the
PPP2 loans were forgiven in full, along with accrued interest, during 2021. The balance of the notes was $0 and $0 as of March 31, 2023
and 2022, respectively.
On July 8, 2020, the Company received a loan of
$150,000 from the United States Small Business Administration (the “SBA”) under its Economic Injury Disaster Loan (“EIDL”)
assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. Proceeds are intended to be used for
working capital purposes. Interest on the EIDL Loan accrues at the rate of 3.75% per annum and installment payments, including principal
and interest, are due monthly in the amount of $731. Each payment will be applied first to interest accrued to the date of receipt of
each payment, and the balance, if any, will be applied to principal. Installment payments have been deferred by the SBA until January
2023. The balance of principal and interest is payable thirty years from the date of the promissory note. The balance of the loan is $150,000,
as of March 31, 2023 and 2022.
Maturities of long-term debt are as follows for the years ended December
31,
| Schedule of maturities for long-term debt | |
|
| |
| 2023 | |
$ |
– | |
| 2024 | |
|
– | |
| 2025 | |
|
– | |
| 2026 | |
|
– | |
| 2027 | |
| 1,687 | |
| Thereafter | |
| 148,313 | |
| Total long-term debt | |
$ | 150,000 | |
Derivative Liability Warrants -
At March 31, 2023, there were (i) 7,500,000
public warrants (the “Public Warrants”) outstanding that were issued as part of Bull Horn’s November 2020 initial public
offering, which warrants are exercisable in the aggregate to acquire 3,750,000 shares of our common stock at an exercise price of $11.50
per share and (ii) 3,750,000 private warrants (the “Private Placement Warrants”) outstanding that were issued to our sponsor
Bull Horn Holdings Sponsor LC and the underwriters in Bull Horn’s initial public offering November 2020, which warrants are exercisable
in the aggregate to acquire 3,750,000 shares of our common stock at an exercise price of $11.50 per share. These warrants became exercisable
on the consummation of our Business Combination in October 2022. No Public Warrants will be exercisable for cash unless the Company has
an effective and current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current
prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable
upon the exercise of the Public Warrants is not effective within 90 days from the consummation of a Business Combination, the holders
may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain
an effective registration statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration
under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants
on a cashless basis. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon
redemption or liquidation.
The Company may call the Public Warrants for redemption,
in whole and not in part, at a price of $0.01 per warrant:
| |
· |
at any time while the Public Warrants are exercisable, |
| |
|
|
| |
· |
upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, |
| |
|
|
| |
· |
if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and |
| |
|
|
| |
· |
if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
If the Company calls the Public Warrants for redemption,
management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,”
as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be
adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization,
merger or consolidation. However, except as described above, the warrants will not be adjusted for issuances of ordinary shares at a price
below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable
to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders
of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s
assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.
The Private Placement Warrants are identical to
the Public Warrants, except that the Private Placement Warrants only allow the holder thereof to one ordinary share. Additionally, the
Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers
or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted
transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the
Public Warrants.
ASC Section 815-40-15 addresses equity versus
liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified
as a component of equity only if, among other things, the warrant is indexed to the issuer’s ordinary share. Under ASC Section 815-40-15,
a warrant is not indexed to the issuer’s ordinary share if the terms of the warrant require an adjustment to the exercise price
upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s
audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants and Public Warrants are
not indexed to the Company’s ordinary share in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument
is not an input into the pricing of a fixed-for-fixed option on equity shares. In addition, based on management’s evaluation, the
Company’s audit committee, in consultation with management, concluded that certain warrant provisions preclude equity treatment
as by ASC Section 815-10-15.
The Company accounts for its Public Warrants and
Private Placement Warrants as liabilities as set forth in ASC 815-40-15-7D and 7F. See below for details over the methodology and valuation
of the Warrants.
The Company follows the guidance in ASC Topic
820, Fair Value Measurement for its financial assets and liabilities that are re-measured and reported at fair value at each reporting
period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The fair value of the Company’s financial
assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| |
Level 1: |
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
| |
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
| |
Level 3: |
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
The following table presents information about
the Company’s assets that are measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022, and indicates
the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Schedule of fair value of warrants | |
| | |
| | |
| |
| Description | |
Level | | |
March 31,
2023 | | |
December 31,
2022 | |
| Warrant Liability – Public Warrants | |
| 1 | | |
$ | 1,125,000 | | |
$ | 750,000 | |
| Warrant Liability – Private Placement Warrants | |
| 3 | | |
$ | 1,387,500 | | |
$ | 375,000 | |
The Warrants are accounted for as liabilities
in accordance with ASC 815-40 and are presented within warrant liabilities on the accompanying consolidated balance sheets. The warrant
liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the consolidated
statements of operations.
The Warrants were valued using a binomial lattice
model, which is considered to be a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized
in determining the fair value of the Warrants is the expected volatility of the ordinary shares. The expected volatility as of the Initial
Public Offering date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified
target. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public Warrant price will
be used as the fair value as of each relevant date.
The following table provides quantitative information
regarding Level 3 fair value measurements:
| Schedule of fair value assumptions | |
| | |
| |
| | |
March 31,
2023 | | |
December 31,
2022 | |
| Risk-free interest rate | |
| 3.61% | | |
| 3.97% | |
| Expected volatility | |
| 83.2% | | |
| 67.1% | |
| Exercise price | |
$ | 11.50 | | |
$ | 11.50 | |
| Stock Price | |
$ | 1.44 | | |
$ | 1.53 | |
The following table presents the changes in the
fair value of warrant liabilities:
| Schedule of changes in fair value of warrant liabilities | |
| | |
| | |
| |
| | |
Private Placement | | |
Public | | |
Warrant Liabilities | |
| Fair value as of December 31, 2022 | |
$ | 375,000 | | |
$ | 750,000 | | |
$ | 1,125,000 | |
| Change in valuation inputs | |
| 1,012,500 | | |
| 375,000 | | |
| 1,387,500 | |
| Fair value as of March 31, 2023 | |
$ | 1,387,500 | | |
$ | 1,125,000 | | |
$ | 2,512,500 | |
There were no transfers in or out of Level 3 from
other levels in the fair value hierarchy during the quarter ended March 31, 2023.
NOTE 5 – CAPITAL STRUCTURE
The total number of shares of stock which the
corporation shall have authority to issue is 160,000,000 shares, of which 150,000,000 shares of $0.0001 par value shall be designated
as Common Stock and 10,000,000 shares of $0.0001 shall be designated as Preferred Stock. The Preferred Stock authorized by the Company’s
Articles of Incorporation may be issued in one or more series. The Board of Directors of the Corporation is authorized to determine or
alter the rights, preferences, privileges, and restrictions granted or imposed upon any wholly unissued series of Preferred Stock, and
within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number
of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the
number of shares of any such series subsequent to the issue of shares of that series, to determine the designation and par value of any
series and to fix the numbers of shares of any series.
Common Stock - As of March 31, 2023 the
Company had 20,941,036 shares of its common stock issued and outstanding, and on December 31, 2022 the Company had 19,566,839 shares of
its common stock issued and outstanding. All references to the common shares outstanding have been retroactively adjusted to reflect the
stock split unless stated otherwise.
In 2022, Coeptis Therapeutics Holdings, Inc.,
raised capital by issuance of common stock above the stated par value. The contributed capital recognized as additional paid in capital
during the quarters ended March 31, 2023 and 2022 was $0 and $1,265,986, respectively. During the quarters March 31, 2023 and 2022, there
were $0 in capital distributions.
Treasury Stock – As part of the Merger
in February of 2021, Coeptis Therapeutics, Inc., our wholly-owned subsidiary, repurchased 110,762 shares of its common stock previously
held by shareholders of Vinings Holdings Inc. (the former name of Coeptis Therapeutics, Inc.). The stock was recorded at the cost paid
for it, of $247,165 and held as Treasury stock for the duration of 2021. Subsequent to year end, the Company retired the 110,762 shares
of Treasury Stock, as of February 18, 2022. There is no treasury stock at March 31, 2023.
Preferred Stock - As of March 31, 2023
the Company had no shares of preferred stock issued and outstanding. As of March 31, 2022, Coeptis Therapeutics, Inc., our wholly-owned
subsidiary, had 8,000 shares of its Series B Preferred Stock issued and outstanding. The Series B Preferred Stock was converted into common
equity immediately prior to the consummation of the Business Combination, and the shares of common stock received in such conversion were
exchanged for shares of common stock in the Company at the closing of the Business Combination.
Stock Based Compensation –
A summary of the Company’s stock option activity is as follows:
| Schedule of option activity | |
| | | |
| | | |
| | | |
| | |
| | |
Shares Underlying Options | | |
Weighted Average Exercise Price | | |
Weighted Average Contractual Life (Years) | | |
Intrinsic
Value | |
| Outstanding at December 31, 2022 | |
| – | | |
| – | | |
| | | |
| | |
| Granted | |
| 1,457,500 | | |
$ | 2.18 | | |
| 8.53 | | |
$ | – | |
| Forfeited | |
| – | | |
| – | | |
| | | |
| | |
| Exercised | |
| – | | |
| – | | |
| | | |
| | |
| Outstanding at March 31, 2023 | |
| 1,457,500 | | |
$ | 2.18 | | |
| 8.53 | | |
$ | – | |
For the three months ended March 31, 2023 and 2022, the Company
recorded $122,391 and $0, respectively, for stock-based compensation expense related to stock options. As of March 31, 2023,
unamortized stock-based compensation for stock options was $1,320,050 to be recognized through December 31, 2026.
The options granted during the three months ended March 31, 2023 were valued
using the Black-Scholes option pricing model using the following weighted average assumptions:
| Options assumptions | |
For the three months ended March 31, 2023 | |
| Expected term, in years | |
| 5.38 | |
| Expected volatility | |
| 79.35% | |
| Risk-free interest rate | |
| 3.66% | |
| Dividend yield | |
| – | |
Common Stock Warrants –
As a result of the Merger on October 28, 2022,
all surviving warrants from Coeptis Therapeutics, Inc. were converted using a 2.9685:1 ratio, and became exercisable to acquire shares
of the Company’s common stock.
On November 23, 2020, Coeptis Therapeutics, Inc.
(under its prior name Vinings Holdings Inc.) issued a class A and a class B warrant to Coral Investment Partners, LP (“CIP”),
with each warrant granting CIP the right to purchase 500,000 shares of common stock at a price of $2 for Class A or $5 for Class B. The
warrants expire on November 30, 2023. The warrants also contain a cashless exercise provision and contain anti-dilution provisions. In
October 2021, the Company was notified by the warrant holder that they intend to exercise its right to purchase shares of the Company
under these warrants. However, the required cash payment has not been received, and as of March 31, 2023, all warrants remain outstanding,
exercisable to acquire 336,869 shares of the Company’s common stock on an as converted basis resulting from the consummation of
the Business Combination in October 2022.
Warrant Holder 1 - On May 28, 2021, Coeptis
Therapeutics, Inc. issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase
500,000 shares of common stock at a price of $1 per share, 500,000 shares at $2 per share, and 500,000 shares at $5 per share. The warrants
expire on June 1, 2026. As part of the call, 2,500 warrants at $1 per share were exercised on July 28, 2022. As of March 31, 2023, the
remaining warrants outstanding are exercisable to acquire 504,461 shares of the Company’s common stock on an as converted basis
resulting from the consummation of the Business Combination in October 2022.
Warrant Holder 2 - On July 30, 2021, Coeptis
Therapeutics, Inc. issued a warrant to a third party in exchange for professional services, granting the warrant holder the right to purchase
200,000 shares of common stock at a price of $1 per share, 100,000 shares at $2 per share, and 100,000 shares at $5 per share. The warrants
expire on July 26, 2026. As part of the call, 5,000 warrants at $1 per share were exercised on March 1, 2022, and 195,000 warrants at
$1 per share and 75,000 warrants at $2 per share were exercised on June 27, 2022. 25,000 warrants at $2 per share expired on September
13, 2022 as a result of the call. As of March 31, 2023, the remaining warrants outstanding are exercisable to acquire 33,687 shares of
the Company’s common stock on an as converted basis resulting from the consummation of the Business Combination in October 2022.
On September 22, 2021, Coeptis Therapeutics, Inc.
issued a warrant in conjunction with the termination of the license right (see Note 3) with Purple, granting Purple the right to purchase
300,000 shares of common stock at $5 per share, subject to certain adjustments. During 2021, the Company recorded $1,897,585 as general
and administrative expense in condensed consolidated statement of operations upon immediate vesting of the Warrant. The warrant was valued
using the Black-Scholes option pricing model using the following assumptions: 1) exercise price of $5.00 per share, 2) fair value of $6.50
per share, 3) discount rate of 0.48%, 3) dividend rate of 0%, and 4) a term of 3 years. As of March 31, 2023, all warrants remain outstanding
and are exercisable to acquire 101,061 shares of the Company’s common stock on an as converted basis resulting from the consummation
of the Business Combination in October 2022.
Warrant Holder 3 – On December 20,
2021, Coeptis Therapeutics, Inc. issued a warrant to a third party in exchange for services to be provided, granting the warrant holder
the right to purchase 600,000 shares of common stock at a price of $1 per share. The warrants expire on December 20, 2026. As part of
the call, 300,000 of the warrants were transferred to Warrant Holder 4, and 175,000 of the warrants were transferred to Warrant Holder
5. The remaining 115,000 warrants at $1 per share were exercised on August 19, 2022, and 10,000 warrants at $1 per share expired on September
13, 2022 as a result of the call. As of March 31, 2023, there are no warrants outstanding.
Warrant Holder 4 – On July 13, 2022,
Warrant Holder 3 transferred 300,000 warrants to Warrant Holder 4 with the same terms. As part of a call, 300,000 warrants at $1 per share
were exercised on August 19, 2022. As of March 31, 2023, there are no warrants outstanding.
Warrant Holder 5 – On September 6,
2022, Warrant Holder 3 transferred 175,000 warrants to Warrant Holder 5 with the same terms, and Warrant Holder 9 transferred 200,000
to Warrant Holder 5 with the same terms. As of March 31, 2023, all warrants remain outstanding and are exercisable to acquire 126,326
shares of the Company’s common stock on an as converted basis resulting from the consummation of the Business Combination in October
2022.
Warrant Holder 6 – On January 28,
2022, Coeptis Therapeutics, Inc. issued a warrant to a third party in exchange for contemplation of a debt extension, granting the warrant
holder the right to purchase 250,000 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024. The
warrants were expensed immediately as a loss on extinguishment of debt. Subsequently, on April 14, 2022, an agreement was executed with
the debt holder extending the maturity of the debt to July 31, 2022 in recognition of the warrants issued on January 28, 2022. This amendment
was treated as a debt modification. As of March 31, 2023, all warrants remain outstanding and are exercisable to acquire 84,217 shares
of the Company’s common stock on an as converted basis resulting from the consummation of the Business Combination in October 2022
Warrant Holder 7 - On January 28, 2022,
Coeptis Therapeutics, Inc. issued a warrant to a third party in exchange for contemplation of a debt extension, granting the warrant holder
the right to purchase 400,000 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024. The warrants
expire on January 31, 2024. The warrants were expensed immediately as a loss on extinguishment of debt. Subsequently, on April 14, 2022,
an agreement was executed with the debt holder extending the maturity of the debt to July 31, 2022 in recognition of the warrants issued
on January 28, 2022. This amendment was treated as a debt modification. As of March 31, 2023, all warrants remain outstanding and are
exercisable to acquire 134,747 shares of the Company’s common stock on an as converted basis resulting from the consummation of
the Business Combination in October 2022.
Warrant Holder 8 – On January 28,
2022, Coeptis Therapeutics, Inc., issued a warrant to a third party in exchange for professional services, granting the warrant holder
the right to purchase 775,000 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024. As part of
the call, 775,000 warrants at $1.50 per share were exercised on September 14, 2022. As of March 31, 2023, there are no warrants outstanding.
Warrant Holder 9 - On January 28, 2022,
Coeptis Therapeutics, Inc. issued a warrant to a third party in exchange for professional services, granting the warrant holder the right
to purchase 200,000 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024. As part of the call,
all 200,000 warrants at $1.50 per share were transferred to Warrant Holder 5. As of March 31, 2023, there are no warrants outstanding.
Warrant Holder 10 - On January 28, 2022,
Coeptis Therapeutics, Inc., issued a warrant to a third party in exchange for professional services, granting the warrant holder the right
to purchase 350,000 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024. As part of the call,
53,334 warrants at $1.50 per share were exercised on March 1, 2022, 50,000 warrants at $1.50 per share were exercised on August 19, 2022
and 246,666 warrants at $1.50 per share were exercised on September 14, 2022. As of March 31, 2023, there are no warrants outstanding.
Warrant Holder 11 - On January 28, 2022,
Coeptis Therapeutics, Inc. issued a warrant to a third party in exchange for professional services, granting the warrant holder the right
to purchase 150,000 shares of common stock at a price of $1 per share and 150,000 shares at $2 per share. The warrants expire on January
31, 2024. On April 14, 2022, the Company issued an additional warrant in exchange for professional services, granting the warrant holder
the right to purchase an additional 170,000 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024.
As of March 31, 2023, all warrants remain outstanding and are exercisable to acquire 158,328 shares of the Company’s common stock
on an as converted basis resulting from the consummation of the Business Combination in October 2022.
Warrant Holder 12 - On January 28, 2022,
Coeptis Therapeutics, Inc., issued a warrant to a third party in exchange for professional services, granting the warrant holder the right
to purchase 1,018,050 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024. As part of the call,
100,000 warrants at $1.50 per share were exercised on August 19, 2022, and 918,050 warrants at $1.50 per share were exercised on September
14, 2022. As of March 31, 2023, there are no warrants outstanding.
Warrant Holder 13 - On January 28, 2022,
Coeptis Therapeutics, Inc., issued a warrant to a third party in exchange for professional services, granting the warrant holder the right
to purchase 225,000 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024. As part of the call,
15,000 warrants at $1.50 per share were exercised on March 1, 2022, and 210,000 warrants at $1.50 per share were exercised on September
14, 2022. As of March 31, 2023, there are no warrants outstanding.
Warrant Holder 14 - On January 28, 2022,
Coeptis Therapeutics, Inc., issued a warrant to a third party in exchange for professional services, granting the warrant holder the right
to purchase 100,000 shares of common stock at a price of $1 per share. The warrants expire on January 31, 2024. As part of the call, 100,000
warrants at $1 per share were exercised on August 19, 2022. As of March 31, 2023, there are no warrants outstanding.
Warrant Holder 15 - On January 28, 2022,
Coeptis Therapeutics, Inc., issued a warrant to a third party in exchange for professional services, granting the warrant holder the right
to purchase 100,000 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024. As part of the call,
100,000 warrants at $1.50 per share were exercised on September 14, 2022. As of March 31, 2023, there are no warrants outstanding.
Warrant Holder 16 - On January 28, 2022,
Coeptis Therapeutics, Inc., issued a warrant to a third party in exchange for professional services, granting the warrant holder the right
to purchase 100,000 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024. As part of the call,
25,000 warrants at $1.50 per share were exercised on June 27, 2022, and 75,000 warrants at $1.50 per share were exercised on September
14, 2022. As of March 31, 2023, there are no warrants outstanding.
Warrant Holder 17 - On January 28, 2022,
Coeptis Therapeutics, Inc., issued a warrant to a third party in exchange for professional services, granting the warrant holder the right
to purchase 52,050 shares of common stock at a price of $1.50 per share. The warrants expire on January 31, 2024. As part of the call,
52,050 warrants at $1.50 per share were exercised on September 14, 2022. As of March 31, 2023, there are no warrants outstanding.
Warrant Holder 18 - On March 30, 2022,
Coeptis Therapeutics, Inc., issued a warrant to a third party in conjunction with an investment, granting the warrant holder the right
to purchase 250,000 shares of common stock at a price of $3 per share. The warrants expire on March 30, 2024. As of March 31, 2023, all
warrants remain outstanding and are exercisable to acquire 84,217 shares of the Company’s common stock on an as converted basis
resulting from the consummation of the Business Combination in October 2022.
Warrant Holder 19 - On March 30, 2022,
Coeptis Therapeutics, Inc., issued a warrant to a third party in exchange for professional services, granting the warrant holder the right
to purchase 300,000 shares of common stock at a price of $1.50 per share. The warrants expire on April 1, 2027. As part of the call, 300,000
warrants at $1.50 per share were exercised on September 14, 2022. As of March 31, 2023, there are no warrants outstanding.
Warrant Holder 20 - On January 3, 2023,
Coeptis Therapeutics, Inc., issued a warrant to a third party in exchange for professional services, granting the warrant holder the right
to purchase 100,000 shares of common stock at a price of $2.50 per share. The warrants expire on January 2, 2027. As of March 31, 2023,
all warrants remain outstanding.
Warrant Holder 21 - On January 3, 2023,
Coeptis Therapeutics, Inc., issued a warrant to a third party in exchange for professional services, granting the warrant holder the right
to purchase 250,000 shares of common stock at a price of $1.90 per share. The warrants expire on January 19, 2027. As of March 31, 2023,
all warrants remain outstanding.
The warrants issued since May 28, 2021 and as
of March 31, 2023 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.
On April 19, 2022, Coeptis Therapeutics, Inc.
initiated a warrant conversion call for certain warrants and on April 20, 2022, for additional warrants. The original expiration for
the warrant conversions was set as May 19, 2022, and May 20, 2022. The expiration date was extended and moved to June 30, 2022. A second
extension moved the expiration to July 15, 2022, and the third extension moved the expiration date for the warrant conversions to August
1, 2022. The final extension was extended and moved to September 13, 2022. Warrants that were part of the call and not exercised by this
date expired.
| Schedule of warrants outstanding | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | |
$ | 1.00 | | |
$ | 1.50 | | |
$ | 1.90 | | |
$ | 2.00 | | |
$ | 2.50 | | |
$ | 3.00 | | |
$ | 5.00 | |
| Warrant contract | |
#
Shares | | |
$ | 2.97 | | |
$ | 4.45 | | |
| | | |
$ | 5.94 | | |
| | | |
$ | 8.91 | | |
$ | 14.84 | |
| Coral Investment Partners Warrants | |
1,000,000 | | |
| – | | |
| – | | |
| – | | |
| 500,000 | | |
| – | | |
| – | | |
| 500,000 | |
| Coral Investment Partners Warrants, as converted | |
336,869 | | |
| – | | |
| – | | |
| – | | |
| 168,434 | | |
| – | | |
| – | | |
| 168,434 | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Warrant Holder 1 | |
1,500,000 | | |
| 500,000 | | |
| – | | |
| – | | |
| 500,000 | | |
| – | | |
| – | | |
| 500,000 | |
| July 28, 2022 | |
(2,500 | ) | |
| (2,500 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
1,497,500 | | |
| 497,500 | | |
| – | | |
| – | | |
| 500,000 | | |
| – | | |
| – | | |
| 500,000 | |
| Warrant Holder 1, as converted | |
504,461 | | |
| 167,592 | | |
| – | | |
| – | | |
| 168,434 | | |
| – | | |
| – | | |
| 168,434 | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Warrant Holder 2 | |
400,000 | | |
| 200,000 | | |
| – | | |
| – | | |
| 100,000 | | |
| – | | |
| – | | |
| 100,000 | |
| March 1, 2022 | |
(5,000 | ) | |
| (5,000 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| June 27, 2022 | |
(270,000 | ) | |
| (195,000 | ) | |
| – | | |
| – | | |
| (75,000 | ) | |
| – | | |
| – | | |
| – | |
| Expired - September 13, 2022 | |
(25,000 | ) | |
| – | | |
| – | | |
| – | | |
| (25,000 | ) | |
| – | | |
| – | | |
| – | |
| | |
100,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 100,000 | |
| Warrant Holder 2, as converted | |
33,687 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 33,687 | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Purple BioTech | |
300,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 300,000 | |
| Purple BioTech, as converted | |
101,061 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 101,061 | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Warrant Holder 3 | |
600,000 | | |
| 600,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Transfer to Warrant Holder 4 | |
(300,000 | ) | |
| (300,000 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Transfer to Warrant Holder 5 | |
(175,000 | ) | |
| (175,000 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| August 19, 2022 | |
(115,000 | ) | |
| (115,000 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Expired - September 13, 2022 | |
(10,000 | ) | |
| (10,000 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Warrant Holder 3, as converted | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Warrant Holder 4 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Transfer from Warrant Holder 3 | |
300,000 | | |
| 300,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| August 19, 2022 | |
(300,000 | ) | |
| (300,000 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Warrant Holder 4, as converted | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Warrant Holder 5 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Transfer from Warrant Holder 3 | |
175,000 | | |
| 175,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Transfer from Warrant Holder 9 | |
200,000 | | |
| – | | |
| 200,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
375,000 | | |
| 175,000 | | |
| 200,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Warrant Holder 5, as converted | |
126,326 | | |
| 58,952 | | |
| 67,374 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
| | |
$ | 1.00 | | |
$ | 1.50 | | |
$ | 1.90 | | |
$ | 2.00 | | |
$ | 2.50 | | |
$ | 3.00 | | |
$ | 5.00 | |
| Warrant contract | |
#
Shares | | |
$ | 2.97 | | |
$ | 4.45 | | |
| | | |
$ | 5.94 | | |
| | | |
$ | 8.91 | | |
$ | 14.84 | |
| Warrant Holder 6 | |
250,000 | | |
| – | | |
| 250,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Warrant Holder 6, as converted | |
84,217 | | |
| – | | |
| 84,217 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Warrant Holder 7 | |
400,000 | | |
| – | | |
| 400,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Warrant Holder 7, as converted | |
134,747 | | |
| – | | |
| 134,747 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Warrant Holder 8 | |
775,000 | | |
| – | | |
| 775,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| September 14, 2022 | |
(775,000 | ) | |
| – | | |
| (775,000 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Warrant Holder 8, as converted | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Warrant Holder 9 | |
200,000 | | |
| – | | |
| 200,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Transfer to Warrant Holder 5 | |
(200,000 | ) | |
| – | | |
| (200,000 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Warrant Holder 9, as converted | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Warrant Holder 10 | |
350,000 | | |
| – | | |
| 350,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| March 1, 2022 | |
(53,334 | ) | |
| – | | |
| (53,334 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| August 19, 2022 | |
(50,000 | ) | |
| – | | |
| (50,000 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| September 14, 2022 | |
(246,666 | ) | |
| – | | |
| (246,666 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Warrant Holder 10, as converted | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Warrant Holder 11 | |
300,000 | | |
| 150,000 | | |
| – | | |
| – | | |
| 150,000 | | |
| – | | |
| – | | |
| – | |
| April 14, 2022 | |
170,000 | | |
| – | | |
| 170,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
470,000 | | |
| 150,000 | | |
| 170,000 | | |
| – | | |
| 150,000 | | |
| – | | |
| – | | |
| – | |
| Warrant Holder 11, as converted | |
158,328 | | |
| 50,530 | | |
| 57,268 | | |
| – | | |
| 50,530 | | |
| – | | |
| – | | |
| – | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Warrant Holder 12 | |
1,018,050 | | |
| – | | |
| 1,018,050 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| August 19, 2022 | |
(100,000 | ) | |
| – | | |
| (100,000 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| September 14, 2022 | |
(918,050 | ) | |
| – | | |
| (918,050 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Warrant Holder 12, as converted | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Warrant Holder 13 | |
225,000 | | |
| – | | |
| 225,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| March 1, 2022 | |
(15,000 | ) | |
| – | | |
| (15,000 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| September 14, 2022 | |
(210,000 | ) | |
| – | | |
| (210,000 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Warrant Holder 13, as converted | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
| | |
$ | 1.00 | | |
$ | 1.50 | | |
$ | 1.90 | | |
$ | 2.00 | | |
$ | 2.50 | | |
$ | 3.00 | | |
$ | 5.00 | |
| Warrant contract | |
#
Shares | | |
$ | 2.97 | | |
$ | 4.45 | | |
| | | |
$ | 5.94 | | |
| | | |
$ | 8.91 | | |
$ | 14.84 | |
| Warrant Holder 14 | |
100,000 | | |
| 100,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| August 19, 2022 | |
(100,000 | ) | |
| (100,000 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Warrant Holder 14, as converted | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Warrant Holder 15 | |
100,000 | | |
| – | | |
| 100,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| September 14, 2022 | |
(100,000 | ) | |
| – | | |
| (100,000 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Warrant Holder 15, as converted | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Warrant Holder 16 | |
100,000 | | |
| – | | |
| 100,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| June 27, 2022 | |
(25,000 | ) | |
| – | | |
| (25,000 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| September 14, 2022 | |
(75,000 | ) | |
| – | | |
| (75,000 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Warrant Holder 16, as converted | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Warrant Holder 17 | |
52,050 | | |
| – | | |
| 52,050 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| September 14, 2022 | |
(52,050 | ) | |
| – | | |
| (52,050 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Warrant Holder 17, as converted | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Warrant Holder 18 | |
250,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 250,000 | | |
| – | |
| Warrant Holder 18, as converted | |
84,217 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 84,217 | | |
| – | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Warrant Holder 19 | |
300,000 | | |
| – | | |
| 300,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
(300,000 | ) | |
| – | | |
| (300,000 | ) | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| Warrant Holder 19, as converted | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Warrant Holder 20 | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| January 3, 2023 | |
100,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 100,000 | | |
| – | | |
| – | |
| Warrant Holder 20 | |
100,000 | | |
| – | | |
| – | | |
| – | | |
| – | | |
| 100,000 | | |
| – | | |
| – | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Warrant Holder 21 | |
– | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | |
| January 20, 2023 | |
250,000 | | |
| – | | |
| – | | |
| 250,000 | | |
| – | | |
| – | | |
| – | | |
| – | |
| Warrant Holder 21 | |
250,000 | | |
| – | | |
| – | | |
| 250,000 | | |
| – | | |
| – | | |
| – | | |
| – | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total warrants outstanding for purchase of shares: | |
4,992,500 | | |
| 822,500 | | |
| 1,020,000 | | |
| 250,000 | | |
| 1,150,000 | | |
| 100,000 | | |
| 250,000 | | |
| 1,400,000 | |
| Total warrants outstanding for purchase of shares,
as converted: | |
1,913,912 | | |
| 277,074 | | |
| 343,606 | | |
| 250,000 | | |
| 387,399 | | |
| 100,000 | | |
| 84,217 | | |
| 471,616 | |
Options/Stock Awards – On January
27, 2023, the Company granted options to purchase an aggregate of 1,357,500 shares of our common
stock under the 2022 Equity Incentive Plan, to various officers, directors, employees and consultants, at an average exercise price of
$1.63 per share. The Company has also granted a stand-alone option to a former employee to
purchase up to 100,000 shares of our common stock at an exercise price of $10 per share.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
Leases - The Company leases office space
under an operating lease commencing December 1, 2017 through November 30, 2019 and a first lease extensions commending December 1, 2019
through May 31, 2020. The second lease extension extends the lease for twenty-four months, beginning on June 1, 2020 and ended on May
31, 2022. The third lease extension extends the lease for twenty-four months, beginning on June 1, 2022 and ending on May 31, 2024. The
monthly rent is $3,750. On January 1, 2019, the Company adopted ASC Topic 842, Leases, requiring this lease to be recorded as an
asset and corresponding liability on its consolidated balance sheet. The Company records rent expense associated with this lease on the
straight-line basis in conjunction with the terms of the underlying lease. During both the quarters ended March 31, 2023 and 2022, rents
paid totaled $11,250.
Future minimum rental payments required under
the lease are as follows:
| Schedule of future minimum rental payments | |
| |
| 2023 | |
$ | 33,750 | |
| 2024 | |
| 18,750 | |
| Total minimum lease payments: | |
| 52,500 | |
| Less amount representing interest | |
| (6,216 | ) |
| Present value of minimum lease payments: | |
$ | 46,284 | |
As of March 31, 2023, the Company had recorded
a right of use asset of $49,065, and current and non-current lease liabilities of $31,561 and $14,723, respectively.
Legal Matters – The Company is currently
not a defendant in any litigation or threatened litigation that could have a material effect on the Company’s consolidated financial
statements.
Royalty Obligations - In connection with
the product licensing agreement discussed in Note 3, the Company owed a minimum royalty payment of $1,000,000 following the first year
of product sales. A minimum royalty amount was also due in subsequent years. This agreement was terminated and settled in September 2021.
As of March 31, 2023 and 2022, liabilities of $0 and $0, respectively, were recorded to reflect the minimum future royalty payments.
Royalty Advances - In the year ended December
31, 2020, the Company received royalty advances on future product sales from its pharmaceutical marketing partner. These cumulative advances
were recorded as deferred revenue of $1,000,000 at June 30, 2021. In August 2021, the Company terminated its agreement with its marketing
partner. As part of the termination settlement, the payments made to Coeptis as advance of royalty payments on product sales were deemed
forfeited by the marketing partner, and to remain as payments to Coeptis for the licensing rights. As such, advances totaling $1,000,000
were recognized as licensing income in Other Income for the year ended December 31, 2021. There were no royalty advances in the quarters
ended March 31, 2023 and 2022.
Potential Asset Acquisition —
On April 6, 2022, the Company entered into a strategic agreement with Statera Biopharma, Inc. (“Statera”) (Nasdaq: STAB)
giving Coeptis the exclusive right to negotiate a definitive agreement related to the acquisition by Coeptis of Statera’s toll-like
receptor 5 (TLR5) agonist platform, including entolimod, a clinical-stage product currently being developed as a treatment for acute radiation
syndrome. In August 2022 the Company and Statera mutually agreed to terminate the strategic agreement.
University of Pittsburgh Option Agreement
- On April 29, 2022, the Company entered into an exclusive option agreement with University of Pittsburgh for rights to three chimeric
antigen receptor T cell (CAR-T) technologies that offer the potential to address a range of hematologic and solid tumors. Among the initial
cancer indications under development are pre-clinical programs targeting breast cancer and ovarian cancer. The exclusive option agreement
involves the intellectual property rights to three technologies jointly developed in the laboratories of Jason Lohmueller, Ph.D., Assistant
Professor of Immunology; Alexander Deiters, Ph.D., Professor of Chemistry; and Olivera Finn, Ph.D., Professor of Immunology: 1) mSA2 affinity-enhanced
biotin-binding CAR, 2) universal self-labeling SynNotch and CARs for programable antigen-targeting, and 3) conditional control of universal
CAR-T cells through stimulus-reactive adaptors. Per the option agreement, the Company paid the University of Pittsburgh a non-refundable
fee of $5,000 for the exclusive option to license the patent rights to each of the three technologies.
CAR T License - On August 31, 2022, the
Company 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. The Company paid the University
of Pittsburgh a non-refundable fee in the amount of $75,000 for the exclusive patent rights to the licensed technology. Under the terms
of the agreement, the Company 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, the Company 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.
On January 25, 2023, the Company entered into a corporate research agreement with the University of Pittsburgh for the pre-clinical development
of SNAP-CART cells targeting HER2. The Company agreed to pay $716,714 for performance-based milestones.
Registration Rights
Pursuant to a registration rights agreement entered
into on October 29, 2020, the holders of the founder shares, the Private Placement Warrants and underlying securities, and any securities
issued upon conversion of Working Capital Loans (and underlying securities) would be entitled to registration rights pursuant to a registration
rights agreement. The holders of at least a majority in interest of the then-outstanding number of these securities were entitled to make
up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding
the foregoing, Imperial, I-Bankers and Northland did not exercise their demand and “piggyback” registration rights after five
(5) and seven (7) years after the effective date of the registration statement and did not exercise its demand rights on more than one
occasion. The registration rights agreement did not contain liquidating damages or other cash settlement provisions resulting from delays
in registering the Company’s securities. The Company would bear the expenses incurred in connection with the filing of any such
registration statements.
NOTE 7 - 401(k) PROFIT-SHARING PLAN
The Company sponsors a qualified profit-sharing
plan with a 401(k) feature that covers all eligible employees. Participation in the 401(k) feature of the plan is voluntary. Participating
employees may defer up to 100% of their compensation up to the maximum prescribed by the Internal Revenue Code. The plan permits for employee
elective deferrals but has no contribution requirements for the Company. During the quarters ended March 31, 2023 and 2022, no employer
contributions were made.
NOTE 8 – INCOME TAXES
For the three months ended March 31, 2023 and 2022, respectively, no income tax
expense or benefit was recognized. The Company’s deferred tax assets are comprised primarily of net operating loss carryforwards.
The Company maintains a full valuation allowance on its deferred tax assets since it has not yet achieved sustained profitable operations.
As a result, the Company has not recorded any income tax benefit since its inception.
NOTE 9 – SUBSEQUENT EVENTS
Management has performed a review of items
occurring after March 31, 2023 to determine if there were any that would require adjustment to in disclosure in the accompanying
consolidated financial statements noting no such items.