Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

xQuarterly REPORT PURSUANT to Section 13 or 15(d) of the Securities Exchange Act of 1934

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 20222023

or

or 

¨TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transitiontransaction period from _____________ to _____________

Commission File Number. No. 001-39669

COEPTIS THERAPEUTICS HOLDINGS, INC.

Delaware98-1465952
(Exact name of registrant as specified in its charter)

Delaware

98-1465952

(State or other jurisdiction of
incorporation or organization)		(I.R.S. Employer
Identification No.)

105 Bradford Rd, Suite 420

105 Bradford Rd, Suite 420, Wexford, Pennsylvania
(Address of principal executive offices)

Wexford, Pennsylvania15090

15090
(Zip Code)

(724) 934-6467

(724) 934-6467
(Registrant’s telephone number, including area code)

coeptistx.com

Bull Horn Holdings Corp

801 S. Pointe Drive, Suite TH-1

Miami Beach, Florida 33139

(305) 671-3341

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Trading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareCOEPThe Nasdaq Global Capital Market
Warrants, each whole warrant exercisable for one-half of one share of Common Stock for $11.50 per whole shareCOEPWThe Nasdaq Global Capital Market

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001 per share

Indicate by check mark whether the registrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the precedingpast 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒x  No ☐¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒x  No ☐¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐Large accelerated filerAccelerated Filer ¨☐Accelerated filerFiler ¨
☒Non-accelerated filerFilerx☒ Smaller reporting companyReporting Company x
☒ Emerging growth companyGrowth Company x

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. ☐¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-212(b)-2 of the Exchange Act):. Yes ☒ ¨No ☐x

AsIndicate the number of November 18, 2022, there were 5,116,414 ordinary shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

The number of shares outstanding of the registrant’s common stock, par value $0.0001 per share, as of the registrant issued and outstanding.November 8, 2023, was 34,108,036.

 

 

 

COEPTIS THERAPEUTICS, HOLDINGS, INC. (F/K/A BULL HORN HOLDINGS CORP.)INC.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER

For the Quarter Ended September 30, 20222023

TABLE OF CONTENTS

PART I -- FINANCIAL INFORMATIONPage3

Part I. Financial InformationItem 1.Unaudited Financial Statements3

Item 1.Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 202113
Condensed Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2022 and 202124
Condensed Consolidated Statements of Changes in Shareholders’ Deficit (Unaudited) for the Three and Nine Months Ended September 30, 2022 and 2021Stockholders' Equity35
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2022 and 202147
Notes to Condensed Consolidated to Financial Statements (Unaudited)8

Item 2.5
Item 2.Management’sManagement's Discussion and Analysis of Financial Condition and Results of Operations26

Item 3.20
Item 3.Quantitative and Qualitative Disclosures About Market Risk26
Item 4.Controls and Procedures26
Part II. Other Information32

Item 4.Controls and Procedures32

PART II -- OTHER INFORMATION33

Item 1.Legal Proceedings33

Item 1A.27Risk Factors33

Item 1A.2.Risk Factors27
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds33

Item 3.31
Item 3.Defaults Upon Senior Securities31
Item 4.Mine Safety Disclosures31
Item 5.Other Information31
Item 6.Exhibits32
Signatures3332

Item 4.Mine Safety Disclosures33

Item 5.Other Information33

Item 6.Exhibits33

SIGNATURES34

i

2

 

PART I — FINANCIAL INFORMATION

Item 1.Unaudited Financial Statements

COEPTIS THERAPEUTICS HOLDINGS, INC. (F/K/Aformerly known as BULL HORN HOLDINGS CORP.)

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

  

September 30,

2022

  December 31,
2021		 
  (Unaudited)    
ASSETS      
Current Assets      
Cash $13,830  $404,345 
Prepaid expenses  17,137   8,333 
Total Current Assets  30,967   412,678 
         
Marketable securities held in Trust Account  33,268,215   75,758,781 
TOTAL ASSETS $33,299,182  $76,171,459 
         
LIABILITIES AND SHAREHOLDERS’ DEFICIT        
Current liabilities        
Accounts payable and accrued expenses $1,400,344  $139,927 
Advance from related party  333,335     
Convertible promissory note  160,500     
Total Current Liabilities  1,894,179   139,927 
         
Warrant liabilities  450,000   4,797,000 
Deferred underwriting fee payable  2,250,000   2,250,000 
Total Liabilities  4,594,179   7,186,927 
         
Contingencies and Commitments        
         
Ordinary shares subject to redemption, 3,241,414 and 7,500,000 shares at redemption value as of September 30, 2022 and December 31, 2021, respectively  33,268,215   75,758,781 
         
Shareholders’ Deficit        
Preferred shares, no par value; unlimited shares authorized; none issued and outstanding
        
Ordinary shares, no par value; unlimited shares authorized; 1,875,000 shares issued and outstanding (excluding 3,241,414 and 7,500,000 shares subject to possible redemption) at September 30, 2022 and December 31, 2021, respectively
  25,000   25,000 
Additional paid-in capital  71,420     
Accumulated deficit  (4,659,632)  (6,799,249)
Total Shareholders’ Deficit  (4,563,212)  (6,774,249)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT $33,299,182  $76,171,459 
         
ASSETS      
  As of 
  September 30, 2023  December 31, 2022 
CURRENT ASSETS        
Cash $1,411,510  $3,791,302 
Accounts receivable  –   8,075 
Notes receivable  2,500,000   – 
Interest receivable  833   – 
Prepaid assets, current portion  208,133   142,356 
TOTAL CURRENT ASSETS  4,120,476   3,941,733 
         
PROPERTY AND EQUIPMENT        
Furniture and fixtures  25,237   25,237 
Less: accumulated depreciation  13,622   12,695 
Furniture and fixtures, net  11,615   12,542 
         
OTHER ASSETS        
Prepaid insurance  205,833   348,333 
License right, net of accumulated amortization  2,804,167   3,554,167 
Right of use asset, net of accumulated amortization  28,676   58,914 
Total other assets  3,038,676   3,961,414 
TOTAL ASSETS $7,170,767  $7,915,689 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
CURRENT LIABILITIES        
Accounts payable $482,005  $99,021 
Accrued expenses  298,266   181,998 
Notes payable, current portion  825,000   1,500,000 
Right of use liability, current portion  10,757   41,618 
TOTAL CURRENT LIABILITIES  1,616,028   1,822,637 
         
LONG TERM LIABILITIES        
Notes payable  150,000   150,000 
Derivative liability warrants  378,375   1,125,000 
Right of use liability, non-current portion  14,723   14,723 
TOTAL LONG TERM LIABILITIES  543,098   1,289,723 
TOTAL LIABILITIES  2,159,126  $3,112,360 
         
COMMITMENTS AND CONTINGENCIES (NOTE 6)  –   – 
         
STOCKHOLDERS' EQUITY        
Series B preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding, respectively  –   – 
Common stock, $0.0001 par value, 150,000,000 shares authorized, 32,991,036 shares issued and outstanding at September 30, 2023, and 19,566,839 shares issued and outstanding at December 31, 2022  3,299   1,957 
Additional paid-in capital  87,990,247   70,541,095 
Accumulated deficit  (82,981,905)  (65,739,723)
TOTAL STOCKHOLDERS' EQUITY  5,011,641   4,803,329 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $7,170,767  $7,915,689 

 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.


3

 

COEPTIS THERAPEUTICS HOLDINGS, INC. (F/K/Aformerly known as BULL HORN HOLDINGS CORP.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)(Unaudited)

  

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

 
  2022  2021  2022  2021 
Operating costs $543,663  $100,017  $1,816,254  $397,223 
Loss from operations  (543,663)  (100,017)  (1,816,254)  (397,223)
                 
Other income:                
Interest earned on marketable securities held in Trust Account  145,799   1,910   201,982   5,667 
Interest income on bank  257   16   306   57 
Change in fair value of convertible promissory note  (57,500)  —   (58,100)  — 
Change in fair value of warrant liabilities  150,000   4,275,000   4,347,000   16,837,500 
Total other income, net  238,556   4,276,926   4,491,188   16,843,224 
                 
Net (loss) income $(305,107) $4,176,909  $2,674,934  $16,446,001 
                 
Basic and diluted weighted average shares outstanding, Ordinary shares subject to possible redemption  3,241,414   —   5,023,451   — 
Basic and diluted net (loss) income per share, Ordinary shares subject to possible redemption $(0.06) $—  $0.39  $— 
                 
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares  1,875,000   9,375,000   1,875,000   9,375,000 
Basic and diluted net (loss) income per share, Non-redeemable ordinary shares $(0.06) $0.45  $0.39  $1.75 
                 
  3 Months Ended  9 Months Ended 
  September 30, 2023  September 30, 2022  September 30, 2023  September 30, 2022 
SALES            
Consulting services $–  $–  $–  $– 
Sales  –   –   –   – 
Total sales  –   –   –   – 
Cost of goods  –   –   –   – 
Gross profit  –   –   –   – 
                 
COST OF OPERATIONS                
Research and development  4,983,349   20,887   5,386,129   20,887 
General and administrative expenses  2,815,870   5,488,540   12,457,548   30,948,831 
Selling and marketing  12,412   2,859   12,711   6,911 
Interest expense  19,800   56,423   93,853   176,068 
Total operating expenses  7,831,431   5,568,709   17,950,241   31,152,697 
                 
LOSS FROM OPERATIONS  (7,831,431)  (5,568,709)  (17,950,241)  (31,152,697)
                 
OTHER INCOME (EXPENSE)                
                 
Royalties and licensing fees  (15,000)  (80,000)  (15,000)  (85,000)
Other expense  (23,601)  –   (23,566)  – 
Loss on extinguishment of debt  –   –   –   (3,393,542)
Gain on change in fair value of derivative liability warrants  1,609,125   –   746,625   – 
TOTAL OTHER INCOME (EXPENSE), NET  1,570,524   (80,000)  708,059   (3,478,542)
                 
LOSS BEFORE INCOME TAXES  (6,260,907)  (5,648,709)  (17,242,182)  (34,631,239)
                 
PROVISION (BENEFIT) FOR INCOME TAXES  –   –   –   – 
NET LOSS $(6,260,907) $(5,648,709) $(17,242,182) $(34,631,239)
                 
LOSS PER SHARE                
                 
Loss per share, basic and fully diluted* $(0.23) $(0.42) $(0.75) $(2.66)
                 
Weighted average number of common shares outstanding*  26,650,210   13,455,905   22,957,402   13,029,717 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

*September 30, 2022 retroactively adjusted to reflect the impact of the 1 for 2.96851721 reverse stock split from October 28, 2022


4

 

COEPTIS THERAPEUTICS HOLDINGS, INC. (F/K/Aformerly known as BULL HORN HOLDINGS CORP.)

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICITSTOCKHOLDERS’ EQUITY

For the Three and Nine Months Ended September 30, 2023 and 2022

(Unaudited)

                                     
  SERIES B        ADDITIONAL  COMMON          
  PREFERRED STOCK  COMMON STOCK  PAID-IN  STOCK  TREASURY  ACCUMULATED    
  SHARES  AMOUNT  SHARES  AMOUNT  CAPITAL  SUBSCRIBED  STOCK  DEFICIT  TOTAL 
                            
BALANCE AT DECEMBER 31, 2021*  8,000  $1   12,492,050  $1,196  $30,146,728  $–  $(247,165) $(27,550,126) $2,350,634 
                                     
Shares issued for cash*  –   –   142,158   14   1,265,986   –   –   –   1,266,000 
                                     
Shares issued for services*  –   –   397,505   40   3,539,960   –   –   –   3,540,000 
                                     
Retirement of shares  –   –   (110,762)  –   (247,165)  –   247,165   –   – 
                                     
Warrants converted to shares*  –   –   24,704   2   107,498   2,500   –   –   110,000 
                                     
Warrants issued for services  –   –   –   –   10,841,695   –   –   –   10,841,695 
                                     
Warrants issued for extinguishment of debt  –   –   –   –   3,408,559   –   –   –   3,408,559 
                                     
Net loss  –   –   –   –   –   –   –   (19,179,693)  (19,179,693)
                                     
BALANCE AT MARCH 31, 2022*  8,000  $1   12,945,655  $1,252  $49,063,261  $2,500  $–  $(46,729,819) $2,337,195 
                                     
Shares issued for cash  –   –   76,974   8   685,477   –   –   –   685,485 
                                     
Shares issued for services  –   –   20,212   2   179,998   –   –   –   180,000 
                                     
Warrants converted to shares  –   –   99,376   10   382,490       –   –   382,500 
                                     
Warrants issued for services  –   –   –   –   8,278,691   –   –   –   8,278,691 
                                     
Net loss  –   –   –   –   –   –   –   (9,802,837)  (9,802,837)
                                     
BALANCE AT JUNE 30, 2022*  8,000  $1   13,142,217  $1,272  $58,589,917  $2,500  $–  $(56,532,656) $2,061,034 
                                     
Shares issued for cash  –   –   185,278   19   1,319,981   –   –   –   1,320,000 
                                     
Shares issued for services  –   –   101,061   10   899,990   –   –   –   900,000 
                                     
Warrants converted to shares  –   –   1,126,578   113   4,758,212   (2,500)  –   –   4,755,824 
                                     
Warrants issued for services  –   –   –   –   3,355,206   –   –   –   3,355,206 
                                     
Net loss  –   –   –   –   –   –   –   (5,648,709)  (5,648,709)
                                     
BALANCE AT SEPTEMBER 30, 2022*  8,000  $1   14,555,133  $1,414  $68,923,306  $–  $–  $(62,181,365) $6,743,355 

Continued

5

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

  Ordinary Shares  Additional paid-in  Accumulated  Total
Shareholders’		 
  Shares  Amount  Capital  Deficit  Deficit 
Balance – January 1, 2022  1,875,000  $25,000  $—  $(6,799,249) $(6,774,249)
                     
Remeasurement for ordinary shares to redemption amount  —   —   —   8,781   8,781 
           —         
Net income  —   —       3,184,794   3,184,794 
                     
Balance – March 31, 2022  1,875,000   25,000   —   (3,605,674)  (3,580,674)
                     
Face value of convertible promissory note in excess of fair value          71,420   —   71,420 
                     
Remeasurement for ordinary shares to redemption amount  —   —   —   (264,965)  (264,965)
                     
Net loss  —   —   —   (204,753)  (204,753)
                     
Balance – June 30, 2022  1,875,000   25,000   71,420   (4,075,392)  (3,978,972)
                     
Remeasurement for ordinary shares to redemption amount  —   —   —   (279,133)  (279,133)
                     
Net (loss)  —   —   —   (305,107)  (305,107)
                     
Balance – September 30, 2022  1,875,000  $25,000  $71,420  $(4,659,632) $(4,563,212)

 

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBERCOEPTIS THERAPEUTICS HOLDINGS, INC. formerly known as BULL HORN HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Three and Nine Months Ended September 30, 20212023 and 2022

(Unaudited)

  Ordinary Shares  Accumulated  Total
Shareholders’		 
  Shares  Amount  Deficit  Deficit 
Balance – January 1, 2021  1,875,000  $25,000  $(22,021,001) $(21,996,001)
                 
Remeasurement for ordinary shares to redemption amount  —   —   (1,868)  (1,868)
                 
Net income  —   —   14,072,850   14,072,850 
                 
Balance – March 31, 2021  1,875,000   25,000   (7,950,019)  (7,925,019)
                 
Remeasurement for ordinary shares to redemption amount  —   —   (1,889)  (1,889)
                 
Net loss  —   —   (1,803,758)  (1,803,758)
                 
Balance – June 30, 2021  1,875,000   25,000   (9,755,666)  (9,730,666)
                 
Accretion for ordinary shares to redemption amount          (1,910)  (1,910)
                 
Net Income  —   —   4,176,909   4,176,909 
                 
Balance – September 30, 2021  1,875,000  $25,000  $(5,580,667) $(5,555,667)

(Continued) 

  SERIES B        ADDITIONAL  COMMON          
  PREFERRED STOCK  COMMON STOCK  PAID-IN  STOCK  TREASURY  ACCUMULATED    
  SHARES  AMOUNT  SHARES  AMOUNT  CAPITAL  SUBSCRIBED  STOCK  DEFICIT  TOTAL 
                                     
BALANCE AT DECEMBER 31, 2022  –  $–   19,566,839  $1,957  $70,541,095  $–  $–  $(65,739,723) $4,803,329 
                                     
Shares issued for services  –   –   1,374,197   137   2,396,677   720,000   –   –   3,116,814 
                                     
Warrants issued for services  –   –   –   –   1,111,706   –   –   –   1,111,706 
                                     
Stock based compensation  –   –   –   –   122,391   –   –   –   122,391 
                                     
Net loss  –   –   –   –   –   –   –   (7,868,244)  (7,868,244)
                                     
BALANCE AT MARCH 31, 2023  –  $–   20,941,036  $2,094  $74,171,869  $720,000  $–  $(73,607,967) $1,285,996 
                                     
Shares issued for services  –   –   700,000   70   1,070,930   (720,000)  –   –   351,000 
                                     
Warrants issued for services  –   –   –   –   811,500   –   –   –   811,500 
                                     
Stock based compensation  –   –   –   –   113,301   –   –   –   113,301 
                                     
Issuance of common stock and warrants, net of issuance costs  –   –   2,755,000   276   3,040,585   –   –   –   3,040,861 
                                     
Net loss  –   –   –   –   –   –   –   (3,113,031)  (3,113,031)
                                     
BALANCE AT JUNE 30, 2023  –  $–   24,396,036  $2,440  $79,208,185  $–  $–  $(76,720,998) $2,489,627 
                                     
Shares issued for cash  –   –   500,000   50   499,950   –   –   –   500,000 
                                     
Shares issued in exchange for note receivable  –   –   2,500,000   250   2,499,750   –   –   –   2,500,000 
                                     
Shares issued for services  –   –   550,000   54   531,746   –   –   –   531,800 
                                     
Warrants issued for services  –   –   –   –   514,819   –   –   –   514,819 
                                     
Stock based compensation  –   –   –   –   113,301   –   –   –   113,301 
                                     
Issuance of common stock and warrants, net of issuance costs  –   –   745,000   75   –   –   –   –   75 
                                     
Shares issued for the conversion of debt  –   –   300,000   30   302,896   –   –   –   302,926 
                                     
Shares issued in connection with asset purchase agreement  –   –   4,000,000   400   4,319,600   –   –   –   4,320,000 
                                     
Net loss  –   –   –   –   –   –   –   (6,260,907)  (6,260,907)
                                     
BALANCE AT SEPTEMBER 30, 2023  –  $–   32,991,036  $3,299  $87,990,247  $–  $–  $(82,981,905) $5,011,641 

*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 unaudited condensed consolidated financial statements.


6

 

COEPTIS THERAPEUTICS HOLDINGS, INC. (F/K/Aformerly known as BULL HORN HOLDINGS CORP.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)(Unaudited)

  Nine Months Ended
September 30,		 
  2022  2021 
Cash Flows from Operating Activities:      
Net income $2,674,934  $16,446,001 
Adjustments to reconcile net income to net cash used in operating activities:        
Interest earned on marketable securities held in Trust Account  (201,982)  (5,667)
         
Change in fair value of warrant liabilities  (4,347,000)  (16,837,500)
Change in fair value of convertible promissory note  58,100   — 
Changes in operating assets and liabilities:        
Prepaid expenses and other current assets  (8,804)  33,145 
Accounts payable and accrued expenses  1,260,417   41,471 
Net cash used in operating activities  (564,335)  (322,550)
         
Cash Flows from Investing Activities:        
Investment of cash into Trust Account  (333,335)  — 
Cash withdrawn from Trust Account in connection with redemption  43,025,883   — 
Net cash provided by investing activities  42,692,548   — 
         
Cash Flows from Financing Activities:        
Advances from related party  333,335   — 
Proceeds from convertible promissory note  173,820   — 
Redemption of ordinary shares  (43,025,883)  — 
Net cash used in financing activities  (42,518,728)  — 
         
Net Change in Cash  (390,515)  (322,550)
Cash – Beginning  404,345   907,184 
Cash – Ending $13,830  $584,634 
         
Non-cash investing and financing activities:        
         
Change in value of ordinary shares subject to redemption $535,317  $5,667 

 

         
  9 Months Ended 
  September 30, 2023  September 30, 2022 
OPERATING ACTIVITIES        
         
Net loss $(17,242,182) $(34,631,239)
Adjustments to reconcile net loss to net cash used in operating activities        
Depreciation and amortization  750,927   751,038 
Gain on change in value of warrant liability  (746,625)  – 
Stock based compensation  348,993   – 
Shares issued for non-employee services  3,999,614   4,620,000 
Warrants issued for extinguishment of debt  –   3,408,559 
Warrants issued for services  2,438,026   22,475,592 
Shares issued in connection with asset purchase agreement  4,320,000   – 
(Increase) decrease in:        
Accounts receivable  8,075   (8,075)
Interest receivable  (833)  – 
Prepaid assets  76,724   – 
Right of use asset/liability  (623)  836 
Increase (decrease) in:        
Accounts payable  382,983   193,780 
Accrued expenses  119,193   161,050 
NET CASH USED IN OPERATING ACTIVITIES  (5,545,728)  (3,028,459)
         
INVESTING ACTIVITIES        
         
NET CASH USED IN INVESTING ACTIVITIES  –   – 
         
FINANCING ACTIVITIES        
         
Proceeds from issuance of common stock and warrants, net of issuance costs  3,040,935   – 
Repayment of notes payable  (374,999)   (300,000)
Shares issued for cash  500,000   3,271,485 
Shares issued for cash for the conversion warrants  –   5,248,324 
NET CASH PROVIDED BY FINANCING ACTIVITIES  3,165,936   8,219,809 
NET INCREASE (DECREASE) IN CASH  (2,379,792)  5,191,351 
CASH AT BEGINNING OF PERIOD  3,791,302   2,179,558 
CASH AT END OF PERIOD $1,411,510  $7,370,909 
         
SUPPLEMENTAL CASH FLOW DISCLOSURES        
         
Interest paid $–  $– 
Taxes paid (refunded) $–  $– 
         
SUPPLEMENTAL NON-CASH DISCLOSURES        
         
Shares issued in exchange for notes receivable $2,500,000  $– 
Shares issued for the conversion of debt $302,926  $– 

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.


7

 

COEPTIS THERAPEUTICS HOLDINGS, INC. (F/K/Aformerly known as BULL HORN HOLDINGS CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBERNine months ended September 30, 2023 and 2022 (unaudited)

(UNAUDITED)

NOTE 1. 1 – DESCRIPTION OF ORGANIZATIONBUSINESS AND BUSINESS OPERATIONSBASIS OF PRESENTATION

Nature of Business

General. Coeptis Therapeutics Holdings, Inc. (the(“Coeptis”, the “Company” or “we” or “our”), formally known as Bull Horn Holdings Corp, was a blank check companyoriginally incorporated in the British Virgin Islands on November 27, 2018. The Company was formed for2018, under the purposename Bull Horn Holdings Corp. On October 27, 2022, Bull Horn Holdings Corp. domesticated from the British Virgin Islands to the State of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”).

Business Combination

Delaware. On October 28, 2022, (the “Closing Date”),in connection with the closing of the Merger, we changed our corporate name from Bull Horn Holdings Corp. consummated the previously announced business combination (the “Business Combination”), pursuant to the terms of the Business Combination Agreement, dated as of April 18,“Coeptis Therapeutics Holdings, Inc.”

The Merger Transaction. On October 28, 2022, by and among Bull Horn Holdings Corp., BH Merger Sub Inc., a Delaware corporation and wholly-ownedwholly owned subsidiary of Bull Horn Holdings Corp. (“Merger Sub”), merged with and into Coeptis Therapeutics, Inc., with Coeptis Therapeutics, Inc. as the surviving corporation of the Merger. As a Delaware corporation (together with its consolidated subsidiaries, “ Legacy Coeptis”).

Business Prior toresult of the Business Combination

As of September 30, 2022,Merger, we acquired the Company had not yet commenced any operations. All activity through September 30, 2022 relates to the Company’s formation, its initial public offering (the “Initial Public Offering”) and identifying a target company for an initial business combination and consummating the acquisition of Coeptis Therapeutics, Inc. (See Note 6)., which we now continue to operate as our wholly owned subsidiary.

The registration statement for the Initial Public Offering was declared effective on October 29, 2020. On November 3, 2020, the Company consummated the Initial Public Offering of 7,500,000 units (the “Units” and, with respect to the ordinary shares included in the Units sold, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $75,000,000. Each Unit consists of a Public Share and one redeemable warrant (the “Public Warrants”). See Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,750,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Warrant in a private placement toAbout the Company’s sponsor, Bull Horn Holdings Sponsor LLC (the “Sponsor”), Imperial Capital, LLC (“Imperial”), I-Bankers Securities, Inc. (“I-Bankers”) and Northland Securities, Inc. (“Northland”) (and their designees), generating gross proceeds of $3,750,000, which is described in Note 4. Each of these Private Placement Warrants allow the holder thereof to purchase one ordinary share of the Company (the “ordinary share”)Subsidiaries.

Transaction costs amounted to $5,941,564 consisting of $1,500,000 of underwriting fees, $2,250,000 of deferred underwriting fees, $493,264 of other offering costs, and $1,698,300 for the fair value of the founder shares attributable to the anchor investors.

Following the closing of the Initial Public Offering on November 3, 2020, an amount of $75,750,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in We are now a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less, or in any open-ended investmentholding company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders.


COEPTIS THERAPEUTICS HOLDINGS, INC. (F/K/A BULL HORN HOLDINGS CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

On April 18, 2022, the Company entered into an Agreementcurrently operates through our direct and Plan of Merger (the “Merger Agreement”) with BH Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), andindirect wholly owned subsidiaries Coeptis Therapeutics, Inc., a Delaware corporation (“Coeptis”). The transactions contemplated byCoeptis Pharmaceuticals, Inc. and Coeptis Pharmaceuticals, LLC.

Our current business model is designed around furthering the Merger Agreementdevelopment of our current product portfolio. We are intendedcontinually 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 servepatients. 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 the Company’s initial Business Combination. See Note 6 for further information.auto-immune disease and oncology.

On April 26, 2022, the Company held a special meeting of its shareholders to extend its business combination deadline from May 3, 2022 to November 3, 2022. In connection with such meeting, all shareholders were afforded the opportunity to redeem their ordinary shares for their pro rata portion of the Trust Account. As a result, the amount held in the Trust Account as of the date of this report has been materially reduced. See Note 6.

On July 20, 2022, the Company entered into an agreement with Northland Securities, Inc. to provide placement agent services in connection with a potential Business Combination.  Under this agreement, Northland will be entitled to receive 1.5% of the aggregate net proceeds of such financing as well as an advisory fee of 3.5% of the product of (i) the number of shares purchased in connection with a backstop or forward purchase or similar agreement involving investors identified by Northland and (ii) $10.10 per share.

Liquidity and Going Concern

As of September 30, 2022, the Company had $13,830 in its operating bank accounts to be used for the Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of $1,863,212.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until November 3, 2022 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by this date and an extension not requested by the Sponsor, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a Business Combination not occur and an extension is not requested by the Sponsor, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 3, 2022.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic, the existence of inflationary trends on the U.S. economy and the recent increase in interest rates and has concluded that while it is reasonably possible that such uncertainties, and governmental and societal actions to manage them, could have a negative effect on the Company’s or Coeptis’ financial position, results of operations and/or the ability to closing the Merger Agreement with Coeptis, the specific impact was not readily determinable as of the date of the condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these or similar uncertainties.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature,adjustments, which are necessary for a fair presentationto present fairly the Company’s financial position, results of operations, and cash flows. The interim results of operations are not necessarily indicative of the financial position, operating results and cash flowsthat may occur for the periods presented.


COEPTIS THERAPEUTICS HOLDINGS, INC. (F/K/A BULL HORN HOLDINGS CORP.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”)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

. The accompanying unauditedinterim condensed consolidated financial statements should be read in conjunction with the Company’saudited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K asfor the year ended December 31, 2022 that was filed with the SEC on April 8, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicativeMarch 29, 2023.

As a result of the results to be expected forMerger, the year ending December 31, 2022 or for any future periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’saccompanying condensed consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted outincluded in this report reflect (1) the historical operating results of usingCoeptis prior to the extended transition period difficult or impossible becauseMerger; (2) the combined results of the potential differences in accounting standards used.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 the CompanyCoeptis Therapeutics Holdings Inc. (formerly Bullhorn Holdings, Inc.), Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc. and its wholly-owned subsidiary, whereCoeptis 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 CompanyCoronavirus 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 COVID-19 pandemic continues to evolve and the abilityduration of its impact on the Company’s operational and financial performance is currently uncertain and cannot be predicted with confidence.

8

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 exercise control.the significant accounting policies during the three-month and nine-month periods ended September 30, 2023, except for items mentioned below.

Use of Estimates –

The preparation of the condensed consolidated 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 condensed consolidated 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 –

Making estimates

The Company applies Accounting Standards Codification (“ASC”) 718-10, “Share-Based Payment,” which requires managementthe measurement and recognition of compensation expenses for all share-based payment awards made to exercise significant judgment. It is at least reasonably possible that theemployees 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 of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021.

Marketable Securities Held in Trust Account

At September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds which invest primarily in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presentedequity-based option awards on the condensed consolidated balance sheet at fair value at the enddate of each reporting period. Gains and losses resulting from the change ingrant using an option-pricing model. The fair value of investments held in Trust Account are included in interest earnedthe award is recognized as an expense on marketable securities held in Trust Accounta straight-line basis over the requisite service periods in the accompanyingCompany’s condensed 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 option 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 valuesvalue of investments heldthe options granted and the results of operations of the Company.

Adoption of New Accounting Pronouncements

During the three months and nine months ended September 30, 2023 and 2022, there were several new accounting pronouncements issued by the Financial Accounting Standards Board (“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 condensed consolidated financial statements.

Going Concern – The accompanying condensed consolidated financial statements have been prepared in Trust Account are determined using availableconformity 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 September 30, 2023, the Company had an accumulated deficit of $82,981,905. 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 2022, the Company entered into an agreement with a foreign entity to market, information.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.


9

 

COEPTIS THERAPEUTICS HOLDINGS, INC. (F/K/A BULL HORN HOLDINGS CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

Offering Costs

Offering costs consistedIn September of legal, accounting2021, the Company executed a license termination agreement with the foreign entity to cease all efforts for sales and other expenses incurred throughpromotion of the Initial Public Offering that were directly relatedproduct 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 Initial Public Offering. Offering costsforeign entity. In conjunction with this termination, the Company also terminated its marketing agreement with a third party for the Product’s sales and promotion. On July 14, 2023, the Company executed an amendment to revise the note’s payment schedule. The revised payment schedule has four milestone payments (the first two of which were allocatedpaid on July 17, 2023 and September 30, 2023, with the remaining two due on December 31, 2023 and March 31, 2024). As of September 30, 2023, there was an outstanding balance of $625,000 due under the convertible note.

During the year ended December 31, 2021, the Company and VyGen-Bio, Inc. (“Vy-Gen”) entered into agreements to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the ordinary shares issued were initially charged to temporary equityjointly develop and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $4,243,264 were charged to temporary equity upon the completion of the Initial Public Offering. Transaction costs related to derivative liability incurred through the balance sheets datecommercialize two Vy-Gen product candidates, CD38-GEAR-NK and directly related to the Initial Public Offering amounting to $112,500 were charged to operations upon the completion of the Initial Public Offering.

Ordinary Shares Subject to Possible Redemption

CD38-Diagnostic (the “CD38 Assets”). The Company accounts for its ordinary shares subjectpaid $1,750,000 and issued promissory notes totaling $3,250,000 to possible redemptionVy-Gen in accordance with the guidanceagreements. The collaboration arrangement provides the right for the Company to participate, under the direction of a joint steering committee, in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary sharesthe development and commercialization of the CD38 Assets and a 50/50 profit share, with the profit share subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the controlcontingent automatic downward adjustment up to 25% upon an event of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against ordinary shares and accumulated deficit.

In connection with the approval of an extension of the Combination Period at a meeting of Company shareholders held on April 26, 2022, certain holders ordinary shares elected to redeem an aggregate of 4,258,586 ordinary shares. As a result, approximately $43,025,883 was paid out of the Trustdefault in connection with the redemptions. On May 3, 2022, May 26, 2022, June 29, 2022, July 31, 2022 and August 31, 2022, the Company’s Sponsor (a related party) deposited $66,667 per month into the trust for an aggregate total of $333,335.

At September 30, 2022 and December 31, 2021, the ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table:

Gross proceeds $75,000,000 
Less:    
Proceeds allocated to Public Warrants  (1,800,000)
Ordinary shares issuance costs  (4,130,714)
Value of Anchor Shares  (1,698,300)
Plus:    
Remeasurement of carrying value to redemption value  8,380,218 
     
Ordinary shares subject to possible redemption, 12/31/20  75,751,204 
Remeasurement of carrying value to redemption value  7,577 
Ordinary shares subject to possible redemption, 12/31/21  75,758,781 
Remeasurement of carrying value to redemption value  (8,781)
Ordinary shares subject to possible redemption, 3/31/22  75,750,000 
Less: Redemption of Class A ordinary shares  (43,025,883)
Add: Remeasurement of carrying value to redemption value  264,965 
Ordinary shares subject to possible redemption, 6/30/22 32,989,082 
Add: Remeasurement of carrying value to redemption value  279,133 
Ordinary shares subject to possible redemption, 9/30/22 $33,268,215 

See Note 6 for the current amount held in the Trust Account and the ordinary shares currently subject to redemption following the Company’s April 26, 2022 special meeting of shareholders to extend the Business Combination deadline date from May 3, 2022 to November 3, 2022.

Warrant Liabilities

promissory notes. The Company accounts for the Public Warrants and Private Placement Warrants (together with the Public Warrants, the “Warrants”) in accordance with the guidance contained in ASC 815-40, under which the Warrants do not meet the criteria for equity treatment and mustcapitalized $5,000,000 to be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjusts the Warrants to fair value in respect of each reporting period. This liability is subject to re-measurement at each balance sheet date until the Warrants are exercised, and any change in fair value is recognized in the statements of operations. The Private Placement Warrants and the Public Warrants for periods where no observable traded price was available are valued usingamortized over a binomial lattice simulation model. For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.


COEPTIS THERAPEUTICS HOLDINGS, INC. (F/K/A BULL HORN HOLDINGS CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

Income Taxes

The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the condensed consolidated financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periodsfive-year period in which the differencesCD38 Assets are expected to affect taxable income. Valuation allowances are established, when necessary,contribute to reduce deferred tax assets tofuture cash flows. In March of 2022, a $250,000 payment was made toward the amount expected to be realized.

ASC Topic 740 prescribespromissory notes. In November of 2022, a recognition threshold$1,500,000 payment was made toward the promissory notes, and a measurement attribute for the condensed consolidated financial statement recognition and measurementaccrued interest was forgiven. As of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined thatSeptember 30, 2023, there is no balance due under the British Virgin Islands is the Company’s only major tax jurisdiction.two promissory notes. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefitsis in compliance with the option agreement as of September 30, 2022 and December 31, 2021 and no amounts accrued for interest and penalties. 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 aware of any issues under review that could resultbe a contingency to be resolved before reasonably establishing future value assumptions. In addition, there is perceived value in significant payments, accruals or material deviationthe CD38 assets, based on publicly disclosed current business deals in cell therapies, the developing market for these innovative technologies, and current interest from its position.

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 further details of the Company’s 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 further details of the Company’s 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.

10

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 potential examination by foreign taxing authorities incertain adjustments under such terms and conditions as agreed between the area of income taxes. These potential examinationsparties. The Company may include questioningprepay the timing andprincipal amount of deductions, the nexus of income among various tax jurisdictionsNote plus accrued and compliance with foreign tax laws. Theunpaid interest at any time, prior to the Maturity Date. Inventory, which has been fully written-off on the Company’s management does not expect that the total amount of unrecognized tax benefitsbalance sheet, will materially change over the next twelve months.

The Company is consideredbe transferred back to be an exempted British Virgin Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. As part of the transactions contemplated by the Merger Agreement,Purple at Purple’s cost. On July 14, 2023, the Company has agreedand Purple executed an amendment to redomicile as a Delaware corporation.

Net Income (loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of Financial Accounting Standards Board’s (“FASB”) ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) byrevise the weighted average number of ordinary shares outstanding fornote’s payment schedule, extending the period. Accretion associated with the redeemable shares of ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

The calculation of diluted income per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The Public Warrants are exercisableoutside maturity date to purchase 7,500,000 ordinary shares in the aggregate.March 31, 2024. As of September 30, 2022 and 2021,2023, there was an outstanding balance of $625,000 due under the convertible note.

In May 2023, the Company didentered into an unsecured Note agreement with an unrelated party in the principal amount of $200,000, which is secured by a security agreement, together with interest at 4.5% which was due on June 15, 2023. The Note has not been paid and is currently in default. The Company and the unrelated party have any dilutive securities or other contracts that could, potentially, be exercised orverbally agreed to convert the principal into equity at a later date.

In June 2023, the Company entered into an unsecured Note agreement with an unrelated party in the principal amount of $150,000. In August 2023, this Note was converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts) as of the dates presented:

  Three Months Ended
September 30,		  Nine Months Ended
September 30,		 
  2022  2021  2022  2021 
  Redeemable  Non-
Redeemable		  Redeemable  Non-
Redeemable		  Redeemable  

Non-

Redeemable

  Redeemable  

Non-

Redeemable

 
Basic and diluted net income (loss) per ordinary share                        
Numerator:                        
Allocation of net income (loss) $(193,295) $(111,812) $3,341,514  $835,379  $1,947,886  $727,048  $13,156,801  $3,289,200 
Denominator:                                
Basic and diluted weighted average shares outstanding  3,241,414   1,875,000   7,500,000   1,875,000   5,023,451   1,875,000   7,500,000   1,875,000 
Basic and diluted net income (loss) per ordinary share $(0.06) $(0.06) $0.45  $0.45  $0.39  $0.39  $1.75  $1.75 


COEPTIS THERAPEUTICS HOLDINGS, INC. (F/K/A BULL HORN HOLDINGS CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximatescommon stock.

In September 2023, the carrying amounts representedCompany entered into an unsecured convertible Note agreement in the accompanying condensed consolidated balance sheets, primarily dueprincipal amount of $150,000. Shortly thereafter, prior to their short-term nature, exceptSeptember 30, 2023, this Note was converted into shares of the Company’s common stock.

Loans under the CARES Act -- 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 warrant liabilities (see Note 9).

Convertible Promissory Note

The Company accounts for their convertible promissory note under ASC 815, Derivatives and Hedging (“ASC 815”). Under 815-15-25,working capital purposes. Interest on the election can beEIDL loan accrues at the inceptionrate of a financial instrument3.75% per annum and installment payments, including principal and interest, are due monthly in the amount of $731. Each payment will be applied first to account for the instrument under the fair value option under ASC 825. In accordance with ASU 2020-06, the Company has made such election for their convertible promissory note. Using the fair value option, the convertible promissory note is requiredinterest accrued to be recorded at its initial fair value on the date of issuance,receipt of each payment, and eachthe balance, sheetif 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 thereafter. Changesof the promissory note. The balance of the loan is $150,000, as of September 30, 2023 and 2022.

Maturities of notes payable are as follows for the years ended December 31, 

Schedule of maturities for notes payable   
2023 $200,000 
2024  625,000 
2025  – 
2026  – 
2027  1,687 
Thereafter  148,313 
Total notes payable $975,000 

Derivative Liability Warrants -

At September 30, 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 estimated fair valueaggregate to acquire 3,750,000 shares of the notes are recognized as a non-cash gain or loss on the condensed consolidated statements of operations.

Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements.

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 7,500,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one ordinary share and one Public Warrant. Each Public Warrant entitles the holder to purchase one-half of one ordinary shareour common stock at an exercise price of $11.50 per whole share, subject(ii) 3,750,000 private warrants (the “Private Placement Warrants”) outstanding that were issued to adjustment (see Note 8).

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, theour sponsor Bull Horn Holdings Sponsor LC and the underwriters in Bull Horn’s initial public offering in November 2020, which warrants are exercisable in the aggregate to acquire 3,750,000 shares of the Initial Public Offering (Imperial, I-Bankers and Northland (and their designees)) purchasedour common stock at an aggregateexercise price of 3,750,000$11.50 per share, The Private Placement 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 shares of common stock. With respect to the shares of common stock issuable upon the exercise of the Public Warrants, the class A warrants and the class B warrants during any period when the Company shall have failed to maintain an effective registration statement related to the issuance of such shares underlying the applicable warrants, the holder of any applicable warrants may exercise its warrant 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.

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The Company may call the Public Warrants for redemption, in whole and not in part, at a price of $1.00$0.01 per Private Placement Warrant, of which 2,625,000 Private Placementwarrant:

·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 were purchased byfor redemption, management will have the Sponsor and 1,125,000 Private Placementoption to require all holders that wish to exercise the Public Warrants were purchased by Imperial, I-Bankers and Northland ($3,750,000to do so on a “cashless basis,” as described in the aggregate).warrant agreement. The Sponsor, Imperial, I-Bankersexercise price and Northland agreed to purchase up to an additional 337,500 Private Placement Warrantsnumber 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 of $1.00 per Private Warrant, or an aggregate of $337,500,below its exercise price. Additionally, in no event will the case thatCompany be required to net cash settle the underwriters’ over-allotment optionwarrants. If the Company is exercised in full or in part (such over-allotment option was never exercised). Each of these Private Placement Warrants allowunable to complete a Business Combination within the holder thereof to purchase one ordinary share. The proceeds fromCombination Period and the sale ofCompany liquidates the Private Placement Warrants were added to the net proceeds from the Initial Public Offeringfunds held in the Trust Account. 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, sold in the Initial Public Offering, except that the Private Placement Warrants only allow the holder thereof to one ordinary share and the ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.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. 

Within ASC 815, “Derivative and Hedging,” 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 further describedby ASC Section 815-10-15.

The Company accounts for its Public Warrants and Private Placement Warrants as liabilities as set forth in Note 8. IfASC 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 does not complete a Business Combination within the Combination Period, the proceeds fromwould have received in connection with the sale of the Private Placement Warrants will beassets 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 fundclassify assets and liabilities based on the redemption ofobservable inputs and unobservable inputs used in order to value the Public Shares (subject to the requirements of applicable law)assets and the Private Placement Warrants will expire worthless.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.


12

 

COEPTIS THERAPEUTICS HOLDINGS, INC. (F/K/A BULL HORN HOLDINGS CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBERThe following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022,

(UNAUDITED)

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

In November 2018, in anticipation and indicates the fair value hierarchy of the expected issuancevaluation inputs the Company utilized to determine such fair value: 

Schedule of fair value of warrants         
Description Level  September 30,
2023		  December 31,
2022		 
Warrant Liability – Public Warrants  1  $169,500  $750,000 
Warrant Liability – Private Placement Warrants  3  $208,875  $375,000 

The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed 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 condensed consolidated statements of 2,156,250 ordinary shares (referredoperations.

The Warrants were valued using a binomial lattice model, which is considered to as founder shares) tobe a Level 3 fair value measurement. The binomial lattice model’s primary unobservable input utilized in determining the Sponsor, the Sponsor paid certainfair value of the Company’s deferred offering costs withWarrants is the $25,000 purchase priceexpected volatility of the founderordinary shares. AsThe expected volatility as of December 31, 2018, one founder share was issued to the Sponsor. The remaining 2,156,249 founder shares were issued to the Sponsor on January 28, 2019.

The 2,156,250 founder shares included an aggregate of up to 281,250 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the initial shareholders would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assumingdate was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. For periods subsequent to the initial shareholders do not purchase anydetachment of the Public SharesWarrants 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      
  September 30,
2023		  December 31,
2022		 
Risk-free interest rate  4.56%   3.97% 
Expected volatility  59.41%   67.1% 
Exercise price $11.50  $11.50 
Stock price $1.16  $1.53 

The following table presents the changes in the Initial Public Offering). On December 10, 2020,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 
Change in valuation inputs  75,000   (600,000)  (525,000)
Fair value as of June 30, 2023  1,462,500   525,000   1,987,500 
Change in valuation inputs  (1,253,625)  (355,500)  (1,609,125)
Fair value as of September 30, 2023 $208,875  $169,500  $378,375 

There were no transfers in or out of Level 3 from other levels in the underwriters notifiedfair value hierarchy during the three and nine months ended September 30, 2023 and 2022.

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.

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Common Stock - As of September 30, 2023 the Company that they would not be exercisinghad 32,991,036 shares of its common stock issued and outstanding, and on December 31, 2022 the over-allotment optionCompany 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, and again in 2023, 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 nine months ended September 30, 2023 and 2022 was $499,950 and $3,271,444, respectively. During the nine months ended September 30, 2023 and 2022, there were no in capital distributions.

On June 16, 2023, the Company completed a public offering issuing 2,150,000 shares of our common stock, 1,350,000 pre-funded warrants, 3,062,500 Series A Warrants and 3,062,500 Series B Warrants, for net proceeds of approximately $3.0 million, after offering costs. The Pre-funded warrants are immediately exercisable, at a price of $0.0001 per share, with no expiration date. As of September 30, 2023, all of the of the pre-funded warrants had been exercised for a total of 3,500,000 shares of common stock issued as a result the Sponsor returned 281,250 founder shares to the Company for no consideration and such founder shares were canceled.

The initial shareholders have agreed not to transfer, assign or sell any of the founderpublic offering. The Series A Warrants and the Series B Warrants are referred to herein together as the “Series Warrants.” The shares (exceptof common stock and Series Warrants were purchased together and then immediately separable and were issued separately. Each Series Warrant to certain permitted transferees) until, with respect to 50%purchase one share of the founder shares, the earliercommon stock has an exercise price of (i) six$1.65 per share, and is initially exercisable commencing 6 months afterfrom the date of the consummationoffering. The Series Warrants are exercisable for a term of a Business Combination, or (ii)five years following the date on which the closinginitial exercise date. As discussed in Note 11, Subsequent Events, each Series Warrant was repriced from an exercise price of the Company’s ordinary shares equals or exceeds $12.50$1.65 per share (as adjusted forto an exercise price of $1.36 per share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after a Business Combination, and, with respect to the remaining 50% of the founder shares, upon six months after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Assignment of Private Placement Warrants

Effective December 10, 2020, by agreements between the Sponsor, Imperial, I-Bankers and Northland, an aggregate of 375,000 Private Placement Warrants were assigned by Imperial, I-Bankers and Northland to the Sponsor.

Advance from Related Party

From April 2022 through September 30, 2022, the Sponsor deposited $333,335 into the Company’s Trust Account in connection with the extensionOctober private placement. See Note 11, Subsequent Events.

Treasury Stock – As part of the Combination Period. These funds were providedMerger 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 an advanceTreasury 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 was no treasury stock at September 30, 2023 and 2022.

Preferred Stock – As of September 30, 2023 the Company had no shares of preferred stock issued and outstanding. As of September 30, 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 Company. 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 –

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  $2.20   8.53  $– 
Forfeited  –   –         
Exercised  –   –         
Outstanding at September 30, 2023  1,457,500  $2.20   7.86  $– 

For the three months ended September 30, 2023 and 2022, the Company recorded $113,301 and $0, respectively, for stock-based compensation expense related to stock options. For the nine months ended September 30, 2023 and 2022, the Company recorded $348,993 and $0, respectively, for stock-based compensation expense related to stock options. As of September 30, 2023, unamortized stock-based compensation for stock options was $1,093,448 to be recognized through December 31, 2026.

14

The advances are non-interest bearingoptions granted during the nine months ended September 30, 2023 were valued using the Black-Scholes option pricing model using the following weighted average assumptions: 

Schedule of options assumptions
For the nine months ended September 30, 2023
Expected term, in years5.38
Expected volatility79.35%
Risk-free interest rate3.66%
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 due on demand.became exercisable to acquire shares of the Company’s common stock.

Promissory Note — Related Party

On November 18, 2018,23, 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 amendedof September 30, 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 September 30, 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 September 30, 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 September 30, 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 23, 2019,20, 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 September 30, 2023, there are no warrants outstanding.

15

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 September 30, 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 September 30, 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 September 30, 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 September 30, 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 September 30, 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 September 30, 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 September 30, 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 unsecured promissory note (the “Promissory Note”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 September 30, 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 September 30, 2023, there are no warrants outstanding.

16

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 September 30, 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 September 30, 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 September 30, 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 September 30, 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 September 30, 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 September 30, 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 September 30, 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 September 30, 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 September 30, 2023, all warrants remain outstanding.

Warrant Holder 22 – On June 16, 2023, Coeptis Therapeutics, Inc., issued a warrant to a third party in conjunction with an investment, granting the warrant holder the right to purchase 126,000 shares of common stock at a price of $1.25 per share. The warrants expire on December 16, 2028. As of September 30, 2023, all warrants remain outstanding.

Warrant Holder 23 – On June 16, 2023, Coeptis Therapeutics, Inc., issued a warrant to a third party in conjunction with an investment, granting the warrant holder the right to purchase 84,000 shares of common stock at a price of $1.25 per share. The warrants expire on December 16, 2028. As of September 30, 2023, all warrants remain outstanding.

17

The warrants issued since May 28, 2021 and as of September 30, 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 warrant outstanding                                            
Warrant     $0.0001  $1.00  $1.25  $1.50  $1.65  $1.90  $2.00  $2.50  $3.00  $5.00 
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  –   –   –   –   –   –   –   –   –   –   – 

18

Warrant     $0.0001  $1.00  $1.25  $1.50  $1.65  $1.90  $2.00  $2.50  $3.00  $5.00 
contract   # Shares       $2.97      $4.45          $5.94      $8.91  $14.84 
                                             
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   –   –   –   –   –   – 
                                             
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   –   –   – 

19

Warrant     $0.0001  $1.00  $1.25  $1.50  $1.65  $1.90  $2.00  $2.50  $3.00  $5.00 
contract   # Shares       $2.97      $4.45          $5.94      $8.91  $14.84 
                                             
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  –   –   –   –   –   –   –   –   –   –   – 
                                             
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  –   –   –   –   –   –   –   –   –   –   – 

20

Warrant     $0.0001  $1.00  $1.25  $1.50  $1.65  $1.90  $2.00  $2.50  $3.00  $5.00 
contract   # Shares       $2.97      $4.45          $5.94      $8.91  $14.84 
                                             
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   –   –   –   – 
                                             
Pre-Funded Warrant  1,350,000   1,350,000   –   –   –   –   –   –   –   –   – 
June 21, 2023  (605,000)  (605,000)  –   –   –   –   –   –   –   –   – 
Pre-Funded Warrant  745,000   745,000   –   –   –   –   –   –   –   –   – 
                                             
Series A – Warrant  –   –   –   –   –   –   –   –   –   –   – 
June 16, 2023  3,062,500   –   –   –   –   3,062,500   –   –   –   –   – 
Series A – Warrant  3,062,500   –   –   –   –   3,062,500   –   –   –   –   – 
                                             
Series B – Warrant  –   –   –   –   –   –   –   –   –   –   – 
June 16, 2023  3,062,500   –   –   –   –   3,062,500   –   –   –   –   – 
Series B – Warrant  3,062,500   –   –   –   –   3,062,500   –   –   –   –   – 
                                             
Warrant Holder 25  –   –   –   –   –   –   –   –   –   –   – 
June 16, 2023  126,000   –   –   126,000   –   –   250,000   –   –   –   – 
Warrant Holder 22  126,000   –   –   126,000   –   –   250,000   –   –   –   – 

21

Warrant     $0.0001  $1.00  $1.25  $1.50  $1.65  $1.90  $2.00  $2.50  $3.00  $5.00 
contract   # Shares       $2.97      $4.45          $5.94      $8.91  $14.84 
                                             
Warrant Holder 26  –   –   –   –   –   –   –   –   –   –   – 
June 16, 2023  84,000   –   –   84,000   –   –   250,000   –   –   –   – 
Warrant Holder 23  84,000   –   –   84,000   –   –   250,000   –   –   –   – 
                                             
Total warrants outstanding for purchase of shares:  12,072,500   745,000   822,500   210,000   1,020,000   6,125,000   250,000   1,150,000   100,000   250,000   1,400,000 
Total warrants outstanding for purchase of shares, as converted:  8,993,912   745,000   277,074   210,000   343,606   6,125,000   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 commencing 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 condensed 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 nine-month periods ended September 30, 2023 and 2022, rents paid totaled $33,750.

Future minimum rental payments required under the lease are as follows: 

Schedule of future minimum rental payments   
2023 $11,250 
2024  18,750 
Total minimum lease payments:  30,000 
Less amount representing interest  (4,520)
Present value of minimum lease payments: $25,480 

As of September 30, 2023, the Company had recorded a right of use asset of $28,676, and current and non-current lease liabilities of $10,757 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 condensed consolidated financial statements.

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. On October 16, 2023, the Company terminated the remaining portion of the option agreement with the University of Pittsburgh.

22

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 Sponsor,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.

In September 2023, the Company expanded its exclusive license agreement with the University of Pittsburgh to include the SNAP-CAR technology platform in natural killer (NK) cells. The Company agreed to pay $2,000 to amend the agreement.

Deverra Therapeutics, Inc. – On August 16, 2023, the Company entered into an exclusive licensing arrangement (the “License Agreement”) with Deverra Therapeutics Inc. (“Deverra”), pursuant to which the Company could borrow upcompleted the exclusive license of key patent families and related intellectual property related to an aggregate principal amounta proprietary allogeneic stem cell expansion and directed differentiation platform for the generation of $300,000.multiple distinct immune effector cell types, including natural killer (NK) and monocyte/macrophages. The note was non-interest bearingLicense Agreement provides the Company with exclusive rights to use the license patents and payable onrelated intellectual property in connection with development and commercialization efforts in the earlierdefined field of (i) December 31, 2020 use (the “Field”) of (a) use of unmodified NK cells as anti-viral therapeutic for viral infections, and/or (ii)as a therapeutic approach for treatment of relapsed/refractory AML and high-risk MDS; (b) use of Deverra’s cell therapy platform to generate NK cells for the consummationpurpose of engineering with Coeptis SNAP-CARs and/or Coeptis GEAR Technology; and (c) use of Deverra’s cell therapy platform to generate myeloid cells for the purpose of engineering with the Company’s current SNAP-CAR and GEAR technologies. In support of the Initial Public Offering. The outstanding balance underexclusive license, the Promissory Note of $194,830 was repaid at the closing of the Initial Public Offering on November 3, 2020. There are no further borrowings available under the Promissory Note.

On May 18, 2022, the Sponsor issued the Promissory Note to the Company also entered into with Deverra (i) an asset purchase agreement (the “APA”) pursuant to which the Company was entitledpurchased certain assets from Deverra, including but not limited to borrow up totwo Investigational New Drug (IND) applications and two Phase 1 clinical trial stage programs (NCT04901416, NCT04900454) investigating infusion of DVX201, an aggregate principal amount of $500,000unmodified natural killer (NK) cell therapy generated from pooled donor CD34+ cells, in hematologic malignancies and viral infections and (ii) a non-exclusive sublicense agreement (the “Second Note”“Sublicense Agreement”). The Promissory Note is non-interest bearing and payable on the earlier, in support of the date onassets obtained by the exclusive license, pursuant to which the Company consummatessublicensed from Deverra certain assets which Deverra has rights to pursuant a Business Combination orlicense agreement (“FHCRC Agreement”) by and between Deverra and The Fred Hutchinson Cancer Research Center (“FHCRC”).

As consideration for the date thattransactions described above, the winding upCompany paid Deverra approximately $570,000 in cash, issued to Deverra 4,000,000 shares of the CompanyCompany’s common stock and assumed certain liabilities related to the ongoing clinical trials. Total consideration paid was $4,937,609, which was fully expensed in accordance with ASC 730, and is effective. On May 19, 2022, the Sponsor deposited $173,820 of such fundsreflected within research and development in the operating account. As of September 30, 2022 and December 31, 2021, the outstanding principal balance under the Promissory Notes amounted to an aggregate of $173,820 and $0, respectively. The Convertible Note was valued using the fair value method. The discounted cash flow method was used to value the debt component of the Convertible Note and the Black Scholes Option Pricing Model was used to value the debt conversion option. The convertible promissory note is required to be recorded at its initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the notes are recognized as a non-cash gain or loss on the condensed consolidated statements of operations. The initial fair value of the note on May 19, 2022 was $102,400, which resulted in a contribution of $71,420. The fair value of the loan as of September 30, 2022, was $160,500, which resulted in a change in fair value of the Convertible Promissory Note of $58,100 recorded in theaccompanying condensed consolidated statement of operations for the nine monthsthree and six month periods ended September 30, 2022 and2023. In addition, in accordance with the amount was paid off at the closingterms of the Business Combination.


COEPTIS THERAPEUTICS HOLDINGS, INC. (F/K/A BULL HORN HOLDINGS CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

Related Party Loans

In orderSublicense Agreement, the Company agreed to finance transaction costspay FHCRC certain specified contingent running royalty payments and milestone payments under the FHCRC Agreement, in connection with a Business Combination,each case to the extent such payments are triggered by the Company’s Sponsor or an affiliatedevelopment activities.

On October 26, 2023, the Company entered into a Shared Services Agreement (“SSA”) with Deverra, in accordance with requirements set forth in the APA. Under the terms of the Sponsor, orSSA, Coeptis and Deverra will share resources and collaborate to further the Company’s officersdevelopment of Coeptis’ GEAR and directors may, but are not obligated to, loanSNAP-CAR platforms, as well as the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $1.00 per Private Warrant. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2022purchased and December 31, 2021, there were no amounts outstandinglicensed assets under the Working Capital Loans.

License Agreement and APA. The Sponsor has also agreed to loan funds to the Company to finance the extensionterm of the deadline by whichSSA is six months from the Company must consummate its initial Business Combination. See Note 1.effective date.

Extension Funds

On May 2, 2022, the Company issued a promissory note (the “Note”) in the aggregate principal amount of up to $400,000 to the Sponsor in connection with the extension of the termination date for the Company’s initial Business Combination from May 3, 2022 to November 3, 2022 (the “Termination Date”), which extension was approved by the shareholders of the Company at a special meeting of the Company’s shareholders held on April 26, 2022. Pursuant to the Note, the Sponsor has agreed to loan to the Company up to $400,000 to deposit into the Trust Account in an amount of $66,667 per month to extend the Termination Date on a month-by-month basis through November 3, 2022 as necessary, except that the sixth deposit (if applicable) will be a payment of $66,665 (the “Monthly Extension Amount”). The Note provides that the Monthly Extension Amount will be deposited into the Trust Account commencing on May 3, 2022, and within one business day of the 3rd day of each subsequent month until October 3, 2022 or an earlier date by which the Company completes an initial Business Combination or liquidates as provided for in the M&A, and such amount will be distributed either to: (i) all of the public holders of the Public Shares upon the Company’s liquidation or (ii) the public holders of the Public Shares who elect to have their shares redeemed in connection with the consummation of the initial Business Combination. The Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, or (b) the date of the liquidation of the Company.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Anchor Investors

Six unaffiliated qualified institutional buyers (who are also not affiliated with the Sponsor or any member of the Company’s management team) purchased Units in the Initial Public Offering at a level of 9.9% of the Units subject to the Initial Public Offering (which aggregates to 59.4% of the Units subject to the Initial Public Offering) and entered into subscription agreements with the Sponsor to memorialize their agreement. The Company refers to these investors as “anchor investors.” In consideration of providing these agreements, the anchor investors each purchased membership interests in the Sponsor, for nominal consideration, entitling them to an interest in an aggregate of 270,000 founder shares held by the Sponsor or 45,000 founder shares for each anchor investor (which the Company refers to as the “anchor founder shares”). The anchor founder shares are treated the same in all material respects as the founder shares held by the Sponsor. Discussions with each anchor investor were separate and the arrangements with them are not contingent on each other. Further, to the Company’s knowledge, the anchor investors are not affiliated with each other and are not acting together with regards to the Company. The amount of the fair value of subscription agreements with the anchor investors in excess of the amount paid was treated as contributed capital and offering costs related to the Initial Public Offering.


 

COEPTIS THERAPEUTICS HOLDINGS, INC. (F/K/A BULL HORN HOLDINGS CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

Pursuant to the subscription agreements with the Sponsor, the anchor investors have not been granted any material additional shareholder or other rights, and are only being issued membership interests in the Sponsor with no right to control the Sponsor or vote or dispose of the anchor founder shares (which will continue to be held by the Sponsor until following the initial Business Combination). Further, the anchor investors are not required to: (i) hold any Units, ordinary shares or warrants they may purchase in the Initial Public Offering or thereafter for any amount time, (ii) vote any ordinary shares they may own at the applicable time in favor of the initial Business Combination or (iii) refrain from exercising their right to redeem their ordinary shares at the time of the initial Business Combination. The purchases by the anchor investors of Units in the Initial Public Offering or the Company’s securities in the open market (or both) could, if they hold such securities, allow the anchor investors or any one of them to assert influence over the Company, including with respect to the initial Business Combination.

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.

Underwriting Agreement

The underwriters were entitled to a deferred fee of three percent (3.0%) of the gross proceeds of the Initial Public Offering, or $2,250,000. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

On May 4, 2022, the Company entered into a letter agreement with Imperial, I-Bankers and Northland to amend the underwriters’ deferred fee from Initial Public Offering due upon consummation of a Business Combination from $2,250,000 to $500,000, but only in connection with the Company’s Business Combination with Coeptis.

Merger Agreement with Coeptis

On April 18, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BH Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Bull Horn (“Merger Sub”), and Coeptis Therapeutics, Inc., a Delaware corporation (“Coeptis”). The transactions contemplated by the Merger Agreement, if consummated (of which no assurances can be given), would constitute the Company’s Business Combination.


23

 

 

COEPTIS THERAPEUTICS HOLDINGS, INC. (F/K/A BULL HORN HOLDINGS CORP.)NOTE 7 - 401(k) PROFIT-SHARING PLAN

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

 

PursuantThe 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 Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the closing of the transactions contemplatedmaximum prescribed by the Merger Agreement (the “Closing”), the Company will re-domicile from the British Virgin Islands to the State of Delaware through a statutory re-domestication (the “Domestication”), and (ii) upon the Closing, Merger Sub will merge with and into Coeptis (the “Merger”), with Coeptis continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company (after the Domestication).

Prior to the Merger, all outstanding shares of Coeptis preferred stock will convert or exchange their shares of preferred stockInternal Revenue Code. The plan permits for shares of Coeptis common stock at the applicable ratio in Coeptis organizational documents (the “Preferred Stock Exchange”). In the Merger, (i) all shares of Coeptis common stock issued and outstanding immediately prior to the effective time of the Merger (other than those properly exercising any applicable dissenters rights under Delaware law),employee elective deferrals but after giving effect to the Preferred Stock Exchange, will be converted into the right to receive a portion of the Merger Consideration (as defined below), (ii) certain issued and outstanding warrants to acquire shares of Coeptis stock (the “Specified Warrants”) will be assumed by the Company and converted into a warrant for shares of Company common stock with its price and number of shares equitably adjusted based on the conversion of the shares of Coeptis common stock into the Merger Consideration (each, an “Assumed Warrant”), (iii) certain outstanding convertible debt of Coeptis (the “Coeptis Convertible Debt”) will be assumed by the Company and be convertible into common stock of the Company (the “Assumed Convertible Debt”) and (iv) any other outstanding securities with the right to convert into or acquire equity securities of Coeptis or its subsidiaries will be terminated. At the Closing, the Company will change its name to “Coeptis Therapeutics Holdings, Inc.”.

The aggregate Merger consideration received by Coeptis security holders from the Company at the Closing will have an aggregate value equal to (the “Merger Consideration”) (i) $175,000,000, minus (or plus if positive), (ii) the amount of Coeptis outstanding indebtedness as of immediately prior to the Closing (excluding Permitted Debt, as described below), net of its cash as of immediately prior to the Closing, minus (iii) the amount of Coeptis outstanding unpaid transaction expenses and transaction bonuses as of the Closing. The Merger Consideration will be payable, (a) in the case of Coeptis stockholders, solely in new shares of Company common stock, with each share of Company common stock valued at the price per share (the “Redemption Price”) at which each share of Company common stock is redeemed or converted pursuant to the redemption by the Company of its public shareholders in connection with the Company’s initial Business Combination, as required by the M&A (as defined below) and the Company’s Initial Public Offering prospectus (the “Closing Redemption”), and (b) with respect to the holders of the Specified Warrants, by the assumption of such warrants by the Company as Assumed Warrants. The Merger Consideration deliverable to Coeptis stockholders will be allocated pro rata after giving effect to the Preferred Stock Exchange and deducting the value attributable to the Assumed Warrants as if the Specified Warrants that become Assumed Warrants were exercised on a net exercise basis as of immediately prior to the Closing. The Coeptis Convertible Debt, along with (i) certain other outstanding indebtedness of Coeptis as of the date of the Merger Agreement (which together with the Coeptis Convertible Debt, has aggregate outstanding obligations of approximately $3.9 million as of the date of the Merger Agreement), and (ii) certain other indebtedness that Coeptis is permitted to incur between the signing of the Merger Agreement and the Closing, will not affect the Merger Consideration payable to Coeptis security holders (the Coeptis Convertible Debt and such other indebtedness, “Permitted Debt”).

Extension of Combination Period; Sponsor Note

On April 26, 2022, the Company held a special meeting of shareholders (the “Meeting”). At the Meeting, the Company’s shareholders approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association (the “M&A”) to extend the date by which the Company must consummate its initial Business Combination from May 3, 2022 to November 3, 2022. On April 27, 2022, the Company filed an amended and restated copy of the M&A, as amended by the Charter Amendment with the Registrar of Corporate Affairs of the British Virgin Islands, effective the same day.  In connection with the Meeting, shareholders holding 4,258,586 Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $43.0 million (approximately $10.10 per public share) has been removed from the Trust Account to pay such holders, and approximately $32.7 million remains in the Trust Account. Following such redemptions, the Company has 3,241,414 Public Shares outstanding. The Sponsor will deposit (by way of a non-convertible loan) $66,667 (or approximately $0.02 per Public Share that remain outstanding) per month in connection with the extension of the Company’s termination date from May 3, 2022 up to November 3, 2022.


COEPTIS THERAPEUTICS HOLDINGS, INC. (F/K/A BULL HORN HOLDINGS CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

In connection with the Charter Amendment, on May 2, 2022, the Company issued a promissory note (the “Note”) in the aggregate principal amount of up to $400,000 to the Sponsor in connection with the extension of the termination dateno contribution requirements for the Company’s initial Business Combination from May 3, 2022 to November 3, 2022 (the “Termination Date”), which extension was approved byCompany. During the shareholders of the Company at a special meeting of the Company’s shareholders held on April 26, 2022.

Pursuant to the Note, the Sponsor has agreed to loan to the Company up to $400,000 to deposit into the Trust Account in an amount of $66,667 per month to extend the Termination Date on a month-by-month basis through November 3, 2022 as necessary, except that the sixth deposit (if applicable) will be a payment of $66,665 (the “Monthly Extension Amount”).

The Note provides that the Monthly Extension Amount will be deposited into the Trust Account commencing on May 3, 2022,three and within one business day of the 3rd day of each subsequent month until October 3, 2022 or an earlier date by which the Company completes an initial Business Combination or liquidates as provided for in the M&A, and such amount will be distributed either to: (i) all of the public holders of the Public Shares upon the Company’s liquidation or (ii) the public holders of the Public Shares who elect to have their shares redeemed in connection with the consummation of the initial Business Combination.

The Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, or (b) the date of the liquidation of the Company.

NOTE 7. SHAREHOLDERS’ DEFICIT

Preferred Shares — As ofnine-month periods ended September 30, 2022, the Company was authorized to issue an unlimited number of no par value preferred shares, divided into five classes, Class A through Class E, each with such designation, rights2023 and preferences as may be determined by a resolution of the Company’s board of directors to amend the Memorandum and Articles of Association to create such designations, rights and preferences. The Company had five classes of preferred shares to give the Company flexibility as to the terms on which each Class is issued. All shares of a single class must be issued with the same rights and obligations. Accordingly, starting with five classes of preferred shares would allow the Company to issue shares at different times on different terms. At September 30, 2022, and December 31, 2021, there were no preferred shares designated, issued or outstanding.employer contributions were made.

 

In connection with the extension of the Combination Period, certain holders of ordinary shares elected to redeem an aggregate of 4,258,586 ordinary shares. As a result, approximately 43,025,883 was paid out of the Trust in connection with the redemptions.NOTE 8 – INCOME TAXES

Ordinary Shares — As of September 30, 2022, the Company was authorized to issue an unlimited number of no par value ordinary shares. Holders of the Company’s ordinary shares are entitled to one vote for each share. At September 30, 2022 and December 31, 2021, there were 1,875,000 ordinary shares issued and outstanding, excluding 3,241,414 and 7,500,000 shares that are subject to possible redemption and presented as temporary equity as of September 30, 2022 and December 31, 2021, respectively.


COEPTIS THERAPEUTICS HOLDINGS, INC. (F/K/A BULL HORN HOLDINGS CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

NOTE 8. WARRANTS

At September 30, 2022 and December 31, 2021, there were 7,500,000 Public Warrants outstanding. Public Warrants will become exercisable on the later of (a) the consummation of a Business Combination or (b) 12 months from the effective date of the registration statement relating to the Initial Public Offering. 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.

In addition, if (x) the Company issues additional shares or equity-linked securities for capital raising purposes in connection with the closing of its Business Combination at an issue price or effective issue price of less than $9.50 per share (as adjusted for splits, dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor, initial shareholders or their affiliates, without taking into account any founder shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of (i) the Market Value and (ii) the Newly Issued Price, and the $16.50 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 165% of the higher of (i) the Market Value and (ii) the Newly Issued Price.

The Company may call the warrants for redemption (excluding the Private Placement Warrants), 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.


COEPTIS THERAPEUTICS HOLDINGS, INC. (F/K/A BULL HORN HOLDINGS CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

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 underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants only allow the holder thereof to one ordinary share and the ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. 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 Note 9 for details over the methodology and valuation of the Warrants.

NOTE 9. FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC Topic 820 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.


COEPTIS THERAPEUTICS HOLDINGS, INC. (F/K/A BULL HORN HOLDINGS CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description Level 

September 30,
2022

  December 31,
2021		 
Assets:          
Marketable securities held in Trust Account 1 $33,268,215  $75,758,781 
           
Liabilities:          
Warrant Liability – Public Warrants 1 $225,000  $2,398,500 
Warrant Liability – Private Placement Warrants 3 $225,000  $2,398,500 

The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the accompanying condensed 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 condensed 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:

  September 30,
2022		  December 31,
2021		 
Risk-free interest rate  4.06%  1.14%
Expected volatility  N/M   12.3%
Exercise price $11.50  $11.50 
Stock Price $10.19  $10.00 

The following table presents the changes in the fair value of warrant liabilities:

  

Private

Placement

  Public  

Warrant

Liabilities

 
Fair value as of December 31, 2021  2,398,500   2,398,500   4,797,000 
Change in valuation inputs  (1,798,912)  (1,798,912)  (3,597,824)
Fair value as of March 31, 2022  599,588   599,588   1,199,176 
Change in valuation inputs  (299,588)  (299,588)  (599,176)
Fair value as of June 30, 2022  300,000   300,000   600,000 
Change in valuation inputs  (75,000)  (75,000)  (150,000)
Fair value as of September 30, 2022  225,000   225,000   450,000 

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three and nine months ended September 30, 2022.2023 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.

 

AtNOTE 9 – NOTE RECEIVABLE

On July 19, 2023 the Company (“Lender”) entered into a Promissory Note agreement with Deverra (“Borrower”). The Company agreed to make advances of principal to the Borrower of up to an aggregate amount equal to $572,000. Any advances are at the sole discretion of the Company. The outstanding unpaid principal balance of the Note bears interest at 3% per annum and was due and payable on the Maturity Date, September 30, 2022,2023.

In the Convertible Promissoryevent that a certain business transaction between the Lender and Borrower as contemplated by that certain binding term sheet dated April 13, 2023, and referenced in Note was valued by estimating6, is consummated prior to the valueMaturity Date, the full amounts due under this Note shall be applied against the cash portion of debt component andany closing payment due from the debt conversion option. A discounted cash flow method was used to value the debt component and a Black-Scholes model was used to value the debt conversion option. The value of debt component and the value of the debt conversion option was used to derive the fair value of Convertible Promissory Note. The discounted cash flow method and the Black-Scholes model are considered a form of the income approach, which is considered to be a Level 3 fair value measurement. The primary unobservable input utilizedLender in determining the fair value of the Convertible Promissory Note is the expected volatility of the ordinary share, which underlines the price of warrants into which the Convertible Promissory Note may be converted into. This liability is subject to re-measurement at each balance sheet date and loan withdrawal date until exercised,connection with such transaction and any changeexcess amounts under this Note shall be treated as additional purchase price in fair value is recognized inconnection with the Company’s condensed consolidated statements of operations. The fair value of the loan astransaction.

As of September 30, 2022, was $160,500, which resulted2023, and in a changerelation to the Deverra asset purchase referenced in fair valueNote 6, $567,609 of principal and $2,892 of interest were applied against the cash portion of the Convertible Promissoryclosing payment with the Lender in connection with such transaction. The Note is considered paid in full.

In September 2023, the Company entered into a Note agreement with a third party borrower. The Company agreed to issue 500,000 shares of $58,100 recordedcommon stock to the borrower for a principal sum amount of $500,000. The outstanding unpaid principal balance of the Note bears interest at 6% per annum and is due and payable to the Company on the Maturity Date, August 30, 2024.

In September 2023, the Company entered into a Note agreement with a third party borrower. The Company agreed to issue 2,000,000 shares of common stock to the borrower for a principal sum amount of $2,000,000. The outstanding unpaid principal balance of the Note bears interest at 6% per annum and is due and payable to the Company on the Maturity Date, August 30, 2024.

NOTE 10 – RELATED PARTY TRANSACTION

In September 2023, the Company entered into a transaction with AG Bio Life Capital I LP (“AG”), a Delaware limited partnership, where an employee of the Company is the general partner. The Company agreed to issue 600,000 shares of common stock of the Company (“AG Shares”) to AG, in exchange for $600,000, $100,000 payable in cash and the balance payable under a promissory note (“AG Note”). The principal amount including all interest under the AG Note is due and payable by AG no later than August 30, 2024 (the “AG Maturity Date”). The outstanding unpaid principal balance of the AG Note bears interest commencing as of the Company’s next registration statement at the rate of six (6%) percent per annum, which interest rate will increase to eighteen (18%) percent per annum in the condensed consolidated statementevent an event of operations fordefault occurs under the nine months ended September 30, 2022.AG Note, computed on the basis of the actual number of days elapsed and a year of 365 days. AG has the option of repaying the obligations under the AG Note in advance of the AG Maturity Date, in whole or in part, at any time upon at least thirty (30) days prior written notice delivered to the Company. AG has certain obligations to contribute the proceeds of the sale of its AG Shares to the Company, in the event that any AG Shares are sold prior to the AG Maturity Date.

 


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COEPTIS THERAPEUTICS HOLDINGS, INC. (F/K/A BULL HORN HOLDINGS CORP.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(UNAUDITED)

The following table presents the quantitative information regarding Level 3 fair value measurements for the Convertible Promissory Notes:NOTE 11 – SUBSEQUENT EVENTS

 

  May 19,  September 30, 
Input: 2022  2022 
Risk-free interest rate  2.77%  4.02%
Expected term (years)  5.36   5.08 
Expected volatility  2.1%  5.0%
Exercise price  11.50  $11.50 
Fair value of Units  9.38  $10.19 
Probability of Business Combination  60%  90%

The following table presents the changesManagement has performed a review of items and transactions occurring after September 30, 2023 to determine if there were any that would require adjustment to or disclosure in the fair value of the Level 3 Convertible Promissory Notes as of September 30, 2022:

  Total 
Initial measurement as of May 19, 2022 $— 
Proceeds received through convertible note – related party  173,820 
Change in fair value  (70,820)
     
Fair value as of June 30, 2022 $103,000 
Change in fair value  57,500 
Fair value as of September 30, 2022 $160,500 

There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the nine months ended September 30, 2022 for the Convertible Promissory Notes.

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that theaccompanying condensed consolidated financial statements, were issued. Based upon this review,noting no such items or transactions other than the below,following items.

On October 16, 2023, the Company did not identify any other subsequent eventsterminated the exclusive option agreement with the University of Pittsburgh for rights to three chimeric antigen receptor T cell (“CAR-T”) technologies that would have required adjustment or disclosure inoffer the condensed consolidated financial statements. potential to address a range of hematologic and solid tumors. See Note 6, Commitments and Contingencies, for further information.

 

On October 26, 2022,2023, the Company heldcompleted a private placement of 777,000 shares of our common stock, pre-funded warrants exercisable to acquire up to 1,223,000 shares of our common stock, Series A Warrants exercisable to acquire up to 2,000,000 shares of our common stock and Series B Warrants exercisable to acquire up to 2,000,000 shares of our common stock, for net proceeds of approximately $1.78 million, after offering costs. The Pre-funded warrants are immediately exercisable, at a price of $0.0001 per share, with no expiration date. The Series A Warrants and the Series B Warrants are referred to herein together as the “Series Warrants.” The shares of common stock and Series Warrants were purchased together and then immediately separable and were issued separately. The Series A Warrants and Series B Warrants are exercisable on or after the earlier of (i) the date on which the Company’s stockholders approve the issuance of the shares issuable upon exercise of the Series Warrants or (ii) April 26, 2024 at an extraordinary general meetingexercise price of shareholders (the “Special Meeting”)$1.36 per share. The Series A Warrants have a term of exercise equal to eighteen (18) months and the Series B Warrants have a term of exercise equal to 5 and one-half (5.5) years. This private placement was conducted with the same underwriter as the June public offering, and as a result, each Series Warrant issued in connection with its previously announced business combination (the “Business Combination”)the June offering was repriced from an exercise price of $1.65 per share to $1.36 per share. In connection with Coeptis, pursuantthe private placement the Company also issued to that certain Agreement and Planthe exclusive placement agent warrants exercisable to acquire up to 120,000 shares of Merger, dated asour common stock at an exercise price of April 18, 2022 (the “Merger Agreement”). There were sufficient votes to approve the Business Combination.$1.40 per share.

  

On October 28, 2022,26, 2023, the Company issuedentered into a convertible promissory note (the “Promissory Note”Shared Services Agreement (“SSA”) with Deverra, in accordance with requirements set forth in the APA. Under the terms of the SSA, Coeptis and Deverra will share resources and collaborate to further the orderdevelopment of Ellenoff Grossman & Schole LLP (“EGS”) pursuant to whichCoeptis’ GEAR and SNAP-CAR platforms, as well as the note was delivered to EGS as partial paymentpurchased and licensed assets under the License Agreement and APA. The term of the SSA is six months from the effective date. See Note 6, Commitments and Contingencies, for legal services rendered to Bull Horn Holdings Corp. The Promissory Note is non-interest bearing, unsecured and due and payable on October 28, 2023. The Promissory Note is subject to customary events of default which could, subject to certain conditions, cause the Promissory Notes to become immediately due and payable.further information.

 

As further described in Note 1, on October 28, 2022, the Company completed its Business Combination with Coeptis.

 


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

References in this report (the “Quarterly Report”) to “we,” “us,” “Bull Horn” or the “Company” refer to Bull Horn Holdings Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Bull Horn Holdings Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve known and unknown risks and uncertainties.

Certain capitalized terms used but not defined in the below discussion andAs discussed elsewhere in this Quarterly Report haveon Form 10-Q, pursuant to the meanings ascribedMerger, we acquired our primary operating subsidiary Coeptis Therapeutics, Inc. The Merger was accounted for as a “reverse merger,” and Coeptis Therapeutics, Inc. was deemed to thembe the accounting acquirer in the footnotesMerger. Consequently, the financial condition, results of operations and cash flows discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations discussed below are those of Coeptis Therapeutics, Inc. and its consolidated subsidiaries. When we use words in this section like “we,” “us”, “our,” the “Company” and words of the like, unless otherwise indicated, we are referring to the accompanying financial statements included as partoperations of this Quarterly Report.our wholly-owned subsidiaries, including Coeptis Therapeutics, Inc.

Cautionary Note Regarding Forward-Looking Statements

 

This Quarterly Report includes “forward-looking statements”contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended (the “Securities Act”) and Section 21E12E of the Securities and Exchange Act of 1934, including or related to our future results, certain projections and business trends. Assumptions relating to forward-looking statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. When used in this Report, the words “estimate,” “project,” “intend,” “believe,” “expect” and similar expressions are intended to identify forward-looking statements. Although we believe that assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate, and we may not realize the results contemplated by the forward-looking statement. Management decisions are subjective in many respects and susceptible to interpretations and periodic revisions based on actual experience and business developments, the impact of which may cause us to alter our business strategy or capital expenditure plans that may, in turn, affect our results of operations. In light of the significant uncertainties inherent in the forward-looking information included in this Report, you should not regard the inclusion of such information as amended (the “Exchange Act”)our representation that we will achieve any strategy, objective or other plans. The forward-looking statements contained in this Report speak only as of the date of this Report as stated on the front cover, and we have no obligation to update publicly or revise any of these forward-looking statements. These and other statements which are not historical facts are based largely on management’s current expectations and involve significantassumptions and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expectedcontemplated by such forward-looking statements. These risks and projected. All statements, other than statementsuncertainties include, among others, the failure to successfully develop a profitable business, delays in identifying customers, and the inability to retain a significant number of historical fact includedcustomers, as well as the risks and uncertainties described in this Form 10-Q including, without limitation, statements under this “Item 2.“Risk Factors” section to our Annual Report for the fiscal year ended December 31, 2022.

When we use words like “we,” “us”, “our,” the “Company” and words of the like, unless otherwise indicated, we are referring to the operations of us and our wholly-owned subsidiaries Coeptis Therapeutics, Inc. and Coeptis Pharmaceuticals, Inc. (“Coeptis”).

Objective

The objective of our Management’s Discussion and Analysis of Financial Condition and Results of Operations” regardingOperations (“MD&A”) is to provide users of our financial statements with the Company’sfollowing:

·A narrative explanation from the perspective of management of our financial condition, results of operations, cash flows, liquidity and certain other factors that may affect future results;
·Useful context to the financial statements; and
·Information that allows assessment of the likelihood that past performance is indicative of future performance.

Our MD&A is provided as a supplement to, and should be read together with, our unaudited financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K for the yearthree and nine months ended December 31, 2021 filed with the U.S. SecuritiesSeptember 30, 2023 and Exchange Commission (the “SEC”) and the Company’s other filings with the SEC. In particular, with respect to the Company’s proposed Business Combination with Coeptis Therapeutics, Inc., readers are advised to review2022, included in Part II,I, Item 1A1 of this Quarterly Report, the Company’s Registration Statement on Form S-4 (as amended) relating to the Business Combination with Coeptis and the Company’s future filings with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.10-Q.

 

OverviewCompany History

 

We are a blank check companyGeneral. The Company was originally incorporated in the British Virgin Islands (“BVI”) on November 27, 2018 formed forunder the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar initial Business Combination with one or more businesses. We intend to effectuate our initial Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

name Bull Horn Holdings Corp. On October 28,27, 2022, the Company completed its Business Combination with Coeptis as described in Note 1.


We have identified a Business Combination as discussed under “Recent Developments” below. However, there is a risk that this Business Combination (or any other Business Combination we may find) will not close. If we fail to consummate an initial Business Combination by November 3, 2022, we will be required to liquidate our Trust Account, each as described elsewhere in this Quarterly Report.

Recent Developments

On April 18, 2022, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BH Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of our company (“Merger Sub”), and Coeptis Therapeutics, Inc., a Delaware corporation (“Coeptis”). Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, (i) prior to the closing of the transactions contemplated by the Merger Agreement (the “Closing”), we will re-domicileBull Horn Holdings Corp. domesticated from the British Virgin Islands to the State of Delaware throughDelaware. 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.”

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The Merger Transaction. On October 28, 2022, a statutory re-domestication (the “Domestication”)wholly-owned subsidiary of Bull Horn Holdings Corp., and (ii) upon the Closing, Merger Sub will mergemerged with and into Coeptis (the “Merger”)Therapeutics, Inc., with Coeptis continuingTherapeutics, Inc. as the surviving corporation inof 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. The Company now operates through its direct and aindirect wholly-owned subsidiarysubsidiaries Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc. and Coeptis Pharmaceuticals, LLC.

Issuance under Merger Transaction. Simultaneously with the closing of the Company (afterMerger, all of the Domestication).

Prior to the Merger, allissued and outstanding shares of Coeptis preferredTherapeutics, Inc. common stock will convert or exchange their(including the shares of common stock underlying Coeptis’ series B preferred stockstock) converted, on a 2.96851721 for 1 basis, into shares of our Common Stock. As of the Merger, 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 applicable ratio in Coeptis organizational documents (the “Preferred Stock Exchange”). In the Merger, (i) all shares of Coeptis common stock issued and outstanding immediately prior to the effective timeclosing of the Merger (other than those properly exercising any applicable dissenters rights under Delaware law), but after giving effect to the Preferred Stock Exchange, will be converted into the right to receive a portion of the Merger Consideration (as defined below), (ii) certain issued and outstanding warrants to acquire sharespurchase an aggregate of Coeptis stock (the “Specified Warrants”) will be assumed by our company and converted into a warrant for1,563,912 shares of our common stock with itsat an average exercise price and number of shares equitably adjusted based on$7.93 per share.

On the conversionclosing of the shares ofMerger, the former Coeptis common stock intowas exchanged for the Merger Consideration (each, an “Assumed Warrant”), (iii) certain outstanding convertible debt of Coeptis (the “Coeptis Convertible Debt”) will be assumed by us and be convertible intoright to receive 17,270,079 shares of our common stock (the “Assumed Convertible Debt”)(including 2,694,948 shares of common stock issued in exchange for the Coeptis series B preferred stock issued and (iv) any other outstanding securities withoutstanding). Our common stockholders before the right to convert into or acquire equity securities of Coeptis or its subsidiaries will be terminated. At the Closing, we will change our name to “Coeptis Therapeutics Holdings, Inc.”.

The aggregate Merger consideration received by Coeptis security holders from us at the Closing will have an aggregate value equal to (the “Merger Consideration”) (i) $175,000,000, minus (or plus if positive), (ii) the amount of Coeptis outstanding indebtedness as of immediately prior to the Closing (excluding Permitted Debt, as described below), net of its cash as of immediately prior to the Closing, minus (iii) the amount of Coeptis outstanding unpaid transaction expenses and transaction bonuses as of the Closing. The Merger Consideration will be payable, (a) in the case of Coeptis stockholders, solely in newretained 2,246,760 shares of our common stock, with each sharestock. As a result, immediately following the closing of common stock valued at the price per share (the “Redemption Price”) at which each shareMerger, Coeptis’ former stockholders and our then existing stockholders held approximately 88% and 12%, respectively, of the total combined voting power of all classes of our common stock is redeemed or converted pursuantentitled to vote.

As discussed in our Annual Report on Form 10-K, the Merger was treated as a recapitalization of the Company, and was accounted for as a “reverse merger,” and Coeptis was 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 redemption by usMerger will be those of our public shareholders in connection with our initial Business Combination,Coeptis, and the condensed 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 of the Merger.

Company History of Coeptis Therapeutics, Inc.

Coeptis Pharmaceuticals, LLC was formed on July 12, 2017 as requireda Pennsylvania multi-member limited liability company. On December 1, 2018, the members of LLC contributed their interest to a newly formed corporation, Coeptis Pharmaceuticals, Inc. As of December 1, 2018, the LLC became a disregarded single-member limited liability company which is wholly owned by the M&A (as defined below)newly formed corporation. On February 12, 2021, Vinings Holdings, Inc., a Delaware corporation (“Vinings”), merged (the “Merger”) with and into Coeptis Pharmaceuticals, Inc. On July 12, 2021, the company has legally changed its name from Vinings Holdings, Inc. to Coeptis Therapeutics, Inc. Coeptis was the surviving corporation of that Merger. As a result of the Merger, Vinings acquired the business of Coeptis and will continue the existing business operations of Coeptis as a wholly owned subsidiary. The Merger was treated as a recapitalization of the Company for financial accounting purposes. The historical financial statements of Vinings before the Merger were replaced with the historical financial statements of Coeptis before the Merger in all future filings with the Securities and Exchange Commission (the “SEC”). 

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 our Initial Public Offering prospectusinception in 2017, it has acquired and commercialized two drug products for the US 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, we continue to focus on identifying and investing resources into innovative products and technologies which we believe will significantly transform our current products and therapies.

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During 2020 and continuing through 2021, we faced several operational challenges related to the COVID-19 global pandemic, which we continue to work to overcome. The launch of both 505b2 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 “Closing Redemption”“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 (b)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. 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 the first cancer indication targeted with CD38-GEAR-NK. The global multiple myeloma market was $19.48B in 2018 and is expected to reach $31B by 2026 [Source: Fortune Business Reports].

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.

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On September 28, 2023, we received FDA’s response to our 513(g) request for information submission pertaining to the classification of the CD38-Diagnostic. The CD38-Diagnostic has been designated a Class II type device. The confirmation of this classification is beneficial as we’re now better able to plan for and execute future development activities.

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 the holdersCD38-GEAR-NK and CD38-Diagnostic. On August 15, 2021, we entered into amendments to each of the Specified Warrants, byCD38 Agreements. In connection with the assumptiontwo amendments, we delivered to VyGen promissory notes aggregating $3,250,000 with maturity dates of such warrants by us as Assumed Warrants. The Merger Consideration deliverableDecember 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 Coeptis stockholders will be allocated pro rata after giving effectsecure the 50% ownership interest in the CD38-Diagnostic, and subsequently in November 2022 we completed our purchase of the 50% ownership interest for the CD38-GEAR-NK product candidate. 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 the Preferred Stock Exchange and deducting the value attributable to the Assumed Warrants as if the Specified Warrants that become Assumed Warrants were exercisedour Current Report on a net exercise basis as of immediately prior to the Closing. The Coeptis Convertible Debt, along with (i) certain other outstanding indebtedness of Coeptis as of the date of the Merger Agreement (which together with the Coeptis Convertible Debt, has aggregate outstanding obligations of approximately $3.9 million as of the date of the Merger Agreement), and (ii) certain other indebtedness that Coeptis is permitted to incur between the signing of the Merger Agreement and the Closing, will not affect the Merger Consideration payable to Coeptis security holders (the Coeptis Convertible Debt and such other indebtedness, “Permitted Debt”).Form 8-K dated December 27, 2021.

 

In connection with the special meetingVy-Gen relationship and the Company’s ownership in 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. Details of the co-development and steering committee agreement are summarized in our Current Report on Form 8-K dated December 27, 2021, including Exhibits 4.1 and 4.2 thereto.

Vici Health Sciences, LLC. In 2019, we entered into a co-development agreement with Vici Health Sciences, LLC (“Vici”). Through this partnership, we would co-develop, seek FDA approval and share ownership rights with Vici 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 we continue to direct its operational focus towards the Vy-Gen opportunities previously described, we have recently stopped allocating priority resources to the development of CPT60621. We are currently in negotiations in which Vici intends to buy-out most or all of our shareholders to be called to approve the Merger, we may engage in negotiations and enter into transactions with certain (as of yet unidentified) shareholders of our company with regard to transactions under which our sponsor would assign founder shares to such shareholders in consideration of their voting in favor of the Merger and not redeeming their holdings in our company in connection therewith. Additionally, our sponsor may also separately explore transactions under which it would sell its interest in our company to another management team.remaining ownership rights.

 

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On April 26, 2022,Our Results of Operations

Revenue. To date, we heldhave 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.

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 special meeting ofpublic company.

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 shareholders (the “Meeting”). At the Meeting, our shareholders approved an amendment (the “Charter Amendment”) to our Amended and Restated Memorandum and Articles of Association (the “M&A”) to extend the date by which we must consummate its initial Business Combination from May 3, 2022 to November 3, 2022. On April 27, 2022, we filed an amended and restated copynew strategic initiatives.

Comparison of the M&A, as amended bythree months ended September 30, 2023 and September 30, 2022

Revenues. Revenues, which were $0 and $0 during the Charter Amendment withthree months ended September 30, 2023 and 2022 respectively, continue to be minimal. The Company’s activities primarily include product development, raising capital, and building infrastructure. Management does not expect the RegistrarCompany to generate any significant revenue for at least the next two years, during which time drug development will continue toward the goal of Corporate Affairs of the British Virgin Islands, effective the same day. In connection with the Meeting, shareholders holding 4,258,586 of our Public Shares exercised their right to redeem their shares forcommercializing, through a pro rata portion of the funds in the Trust Account. As a result, approximately $43.0 million (approximately $10.10 per public share) has been removed from the Trust Account to pay such holders, and approximately $32.7 million remains in the Trust Account. Following such redemptions, we have 3,241,414 Public Shares outstanding. Our sponsor will deposit (by way of a non-convertible loan) $66,667 (or approximately $0.02 per public share that remain outstanding) per month in connection with the extension of our termination date from May 3, 2022 up to November 3, 2022. The approval of the Charter Amendment and the additional funding of the Trust Account by our sponsor is intended to give us time to consummate our Business Combination with Coeptis.

On May 2, 2022, we issued a promissory note (the “Note”) in the aggregate principal amount of up to $400,000 to our Sponsor in connection with the extension of the termination date for our initial Business Combination from May 3, 2022 to November 3, 2022 (the “Termination Date”), which extension was approved by our shareholders at a special meetingpartnership or otherwise, one or more of the Company’s shareholders held on April 26, 2022 described above.target products or technologies.

  

Pursuant toOperating Expenses

Overview. Operating expenses increased from $5,568,709 in the Note, the Sponsor has agreed to loan to us up to $400,000 to deposit into the Trust Account in an amount of $66,667 per month to extend the Termination Date on a month-by-month basis through November 3, 2022 as necessary, except that the sixth deposit (if applicable) will be a payment of $66,665 (the “Monthly Extension Amount”).

The Note provides that the Monthly Extension Amount will be deposited into the Trust Account commencing on May 3, 2022, and within one business day of the 3rd day of each subsequent month until October 3, 2022 or an earlier date by which the Company completes an initial Business Combination or liquidates as provided for in our M&A, and such amount will be distributed either to: (i) all of the public holders of the Public Shares upon the Company’s liquidation or (ii) the public holders of the Public Shares who elect to have their shares redeemed in connection with the consummation of the initial Business Combination.

The Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the initial Business Combination, or (b) the date of the liquidation of our company.

On July 20, 2022, the Company entered into an agreement with a Northland to provide placement agent services in connection with a potential Business Combination.  Under this agreement, Northland will be entitled to receive 1.5% of the aggregate net proceeds of such financing as well as an advisory fee of 3.5% of the product of (i) the number of shares purchased in connection with a backstop or forward purchase or similar agreement involving investors identified by Northland and (ii) $10.10 per share.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception throughthree months ended September 30, 2022 were organizational activities and those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for an initial Business Combination. We did not generate any operating revenues until after the completion of our Business Combination. We generate non-operating income$7,831,431 in the form of interest income on marketable securities heldthree months ended September 30, 2023. The increase is mainly due to the increase in research and development costs related to the Trust Account. We have incurred expenses as a result of being a public company (for legal, financial reporting, accountingAugust 2023 asset purchase agreement with Deverra Therapeutics, Inc., discussed in Note 6, Commitments and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, an initial Business Combination.Contingencies.

 

General and Administrative Expenses. For the three months ended September 30, 2023 and 2022, we had net lossgeneral and administrative expenses are included in operating expenses. All costs incurred can be attributed to the planned principal operations of $305,107, which consisted of change in fair value of warrant liabilities of $150,000, interest income on marketable securitiesproduct development, raising capital, and other interest of $146,056, offset by operating costs of $543,663 and change in fair value of convertible promissory note of $57,500.building infrastructure.

 


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Interest Expense. Interest expense was $56,423 for the three months ended September 30, 2022 and was $19,800 for the three months ended September 30, 2023. Interest was related to notes payable, which are discussed in detail in the notes to the condensed consolidated financial statements, incorporated by reference herein.

Comparison of the nine months ended September 30, 2023 and September 30, 2022

Revenues. Revenues, which were $0 and $0 during the nine months ended September 30, 2023 and 2022 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 decreased from $31,152,697 in the nine months ended September 30, 2022 to $17,950,241 in the nine months ended September 30, 2023. The decrease is mainly due to lower professional services expense related to equity transactions.

General and Administrative Expenses. For the nine months ended September 30, 2023 and 2022, we had net incomegeneral and administrative expenses are included in operating expenses. All costs incurred can be attributed to the planned principal operations of $2,674,934 , which consisted of change in fair value of warrant liabilities of $4,347,000product development, raising capital, and interest income on marketable securities and other interest of $202,288, offset by operating costs of $1,816,254 and change in fair value of convertible promissory note of $58,100.building infrastructure.

 

ForInterest Expense. Interest expense was $176,068 for the threenine months ended September 30, 2021, we2022 and was $93,853 for the nine months ended September 30, 2023. Interest was related to notes payable, which are discussed in detail in the notes to the condensed consolidated financial statements, incorporated by reference herein.

Financial Resources and Liquidity. The Company had net incomelimited financial resources during the year ended December 31, 2022 with cash and cash equivalents of $4,176,909, which consisted of change in fair value of warrant liabilities of $4,275,000 and interest income on marketable securities and other interest of $1,926, offset by operating costs of $100,017.

$3,791,302. For the nine months ended September 30, 2021, we had2023, cash and cash equivalents decreased to $1,411,510, primarily as a net incomeresult of $16,446,001, which consisted of changethe cash paid in fair value of warrant liabilities of $16,837,500 and interest income on marketable securities and other interest of $5,724, offset by operating costs of $397,223.

Liquidity and Capital Resources

On November 3, 2020, we consummated our Initial Public Offering of 7,500,000 Units, at a price of $10.00 per Unit, generating gross proceeds of $75,000,000. Simultaneouslyconnection with the closing ofdeals related to the Initial Public Offering, we consummatedCompany’s public offering that closed in June 2023. During both these time periods, the sale of 3,750,000 Private Placement WarrantsCompany continues to our sponsoroperate a minimal infrastructure in order to maintain its ability to fund operations, keep full focus on all product development targets and the underwriters of our Initial Public Offering at a price of $1.00 per private warrant generating gross proceeds of $3,750,000.

Following the Initial Public Offering and the sale of the Private Placement Warrants, a total of $75,750,000 was placed in the Trust Account. We incurred $4,243,264 in transaction costs, including $1,500,000 of underwriting fees, $2,250,000 of deferred underwriting fees and $493,264 of other costs.

For the nine months ended September 30, 2022, cash used in operating activities was $564,335. Net income of $2,674,934 was impacted by interest earned on marketable securities held in Trust Account of $201,982, change in fair value of warrant liabilities of $4,347,000 and change in fair value of convertible promissory note of $58,100. Changes in operating assets and liabilities provided $1,251,613 cash from operating activities.

For the nine months ended September 30, 2021, cash used in operating activities was $322,550. Net income of $16,446,001 was impacted by interest earned on marketable securities held in Trust Account of $5,667 and change in fair value of warrant liabilities of $16,837,500. Changes in operating assets and liabilities provided $74,616 of cash from operating activities. 

As of September 30, 2022, we had marketable securities held in the Trust Account of $33,268,215. We intend to use substantiallystay current with all of the funds held inCompany’s scientist consultants, legal counsel, and accountants. David Mehalick, our President and Chief Executive Officer, and Daniel A. Yerace, our Vice President of Operations, both agreed to waive their rights to a 2023 guaranteed bonus payment under their respective employment agreements to further maintain our ability to fund operations. During 2023, the Trust Account, including any amounts representing interest earned onCompany believes that the Trust Account, which interest shall be netability to raise capital through equity transactions will increase liquidity and enable the execution of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.management’s operating strategy.

 

As of September 30, 2022, we had cash of $13,830. We are using the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and to structure, negotiate and complete a Business Combination.

 


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In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant, at the option of the lender. These warrants would be identical to the Private Placement Warrants.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

 

Going Concern

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board (the “FASB”)’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” have until November 3, 2022 to consummate an initial Business Combination. It is uncertain that we will be able to consummate an initial Business Combination by this time or any extended deadline, if approved. If an initial Business Combination is not consummated by our initial deadline date or an extended deadline date, there will be a mandatory liquidation and subsequent dissolution of our company. Management has determined that the mandatory liquidation, should an initial Business Combination not occur and an extension is not requested by our sponsor, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after November 3, 2022.

Off-Balance Sheet Financing Arrangements

We had no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

As of September 30, 2022, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than described below.

The underwriters of our Initial Public Offering are entitled to a deferred fee of three percent (3.0%) of the gross proceeds of the Initial Public Offering, or $2,250,000. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. The deferred fee has subsequently been reduced under the specific terms to the accompanying condensed consolidated financial statements.


Critical Accounting Policies

The preparation of condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting policies:

Warrant Liability

We account for our warrants in accordance with the guidance contained in ASC 815-40 under which the warrants that do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify our warrants as liabilities at their fair value and adjust the warrants to fair value at each reporting period. This liabilityCompany is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our condensed consolidated statement of operations. Our Private Placement Warrants and our Public Warrants for periods where no observable traded price was available are valued using a binomial lattice simulation model. For periods subsequent to the detachment of the Public Warrants from the Units, the public warrant quoted market price was used as the fair value as of each relevant date.

Ordinary Shares Subject to Redemption

We account for our ordinary shares subject to possible conversion in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our condensed consolidated balance sheets.

Net Income (loss) Per Ordinary Share

Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. Accretion associated with the redeemable shares of ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value.

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed consolidated financial statements.

Factors That May Adversely Affect our Results of Operations

Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business (and Coeptis’ business) could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, investor appetite for biotechnology companies like Coeptis, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete our Business Combination with Coeptis or any alternative Business Combination.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and areis not required to provide the information otherwise required under this item.Item.

 

ITEM 4. CONTROLS AND PROCEDURES

Item 4.Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’sSecurities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our chiefprincipal executive officer and chiefprincipal financial officer (together, the “Certifying Officers”),officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

As required by Rules 13a-15 and 15d-15 under the Exchange Act, under the supervision andOur management, with the participation of our management, includingchief executive officer (our principal executive officer) and our Certifying Officers, we carried out an evaluation ofchief financial officer (our principal financial officer) evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report on Form 10-Q. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, 2022. Based on the foregoing, our Certifying Officers concluded that2023, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due solely to theoperating effectively.

Our Annual Report on Form 10-K contains information regarding a material weakness in our internal control over financial reporting relatedas of December 31, 2022. For example, the Company lacked adequate segregation of duties which led to situations where individuals had access to both initiate and approve transactions with no additional formal review process. This material weakness was self-diagnosed, and was not issued by our independent auditors, Turner, Stone & Company, LLP. Management believes that as a result of actions taken by the Company, as discussed below, our internal controls over financial reporting are operating effectively as of September 30, 2023.

In an effort to address the Company’s internal accounting personnel deficiencies, in February 2021 we hired a consulting group to assist our Chief Financial Officer. Accordingly, the Company believes, based on its knowledge, that: (i) this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading with respect to the Company’s accounting for complex financial instrumentsperiod covered by this report; and properly recording and accruing expenses. In addition,(ii) the Company did not appropriately classify an advance from related party and convertible promissory note as current liabilities. These liabilities were reported as long-term liabilities at June 30, 2022. As a result, the classification has been updated for the nine months period ending September 30, 2022 and we performed additional analysis as deemed necessary to ensure that our condensed consolidated financial statements, were prepared in accordance with GAAP. Accordingly, management believes that the condensed consolidatedand other financial statementsinformation included in this Quarterly Reportquarterly report, fairly present fairly in all material respects our financial position,condition, results of operations and cash flows as of and for the period presented.periods presented in this quarterly report.

On May 17, 2023, the Company announced that Brian Cogley was appointed as the Company’s new Chief Financial Officer, effective immediately. He replaced Christine Sheehy, who remains with the Company to support the finance team and also in her new role as Vice President of Compliance and Corporate Secretary.

Mr. Cogley has over 15 years of accounting and finance experience, having previously held positions of increasing authority at two “Big 4” accounting firms and served on the management teams of multiple companies in diverse industries. An accountant by training, Mr. Cogley arrives at Coeptis with a career in corporate finance and accounting during which he advised and led the financial operations for companies in multiple industries including life sciences, pharmaceuticals, financial services, and manufacturing. Mr. Cogley’s diverse experience and knowledge of the Sarbanes-Oxley control environment and SEC reporting requirements will help bolster the Company’s internal controls and operational efficiency.

 

Management has identified a material weakness in internal accounting controls related to the accounting for complex financial instruments and for our shares subject to possible redemption. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our condensed consolidated financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. Additionally, we intend to work closely with all our advisors to ensure balances being recorded at each period end represent the accurate amounts the Company owes. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

Other than as described above with respect to the accounting for complex instruments and for our ordinary shares subject to possible redemption, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We plan to continue to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our condensed consolidated financial statements, notably with respect to our public and private warrants and our ordinary shares subject to possible redemption. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. Additionally, we intend to work closely with all our advisors to ensure balances being recorded at each period end represent the accurate amounts the Company owes. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.


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PART II -— OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

Item 1.Legal Proceedings

 

None.

 

ITEM 1A. RISK FACTORS.

Item 1A.Risk Factors

 

Factors that could cause our actual results (including, without limitation, our abilityIn addition to consummate our initial Business Combination) to differ materially from thosethe other information set forth in this Quarterly Report includereport, you should carefully consider the risk factors describeddiscussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 8, 2022, (the “2021 10-K”). Other than as disclosed below, as of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the 2021 10-K.

Readers should consider also carefully consider the following risk factors in addition to the risk factors related to our proposed Business Combination with Coeptis contained in any proxy statement or registration statement we file with the SEC in connection with such transaction.

Our shareholders redeemed a significant portion of their ordinary shares in connection with the extension ofwhich could materially affect our business, combination deadline, leaving us with significantly less cashfinancial condition or future results. The risks described in our Trust Account. This makes it much more likelyAnnual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we will require additional financing in ordercurrently deem to consummate our initial Business Combination, whichbe immaterial also may be unavailable to us on acceptable terms, or at all.

On April 26, 2022, we held a special meeting of our shareholders at which our shareholders approved an extension of the date by which we must consummate our initial Business Combination from May 3, 2022 to November 3, 2022. In connection with such special meeting, shareholders holding 4,258,586 of our Public Shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $43.0 million (approximately $10.10 per public share) was removed from the Trust Account to pay such holders, and approximately $32.7 million remains in the Trust Account. This significant reduction in the amount of cash held in our Trust Account has left us with significantly less cash available to us to complete our initial Business Combination with Coeptis or otherwise. As such, it is highly likely that we will require additional third-party funding (including via private placements or “backstop” or similar arrangements) in order to consummate such Business Combination. Over the past several fiscal quarters, the terms for business combination financings have become very expensive and, in some cases, onerous (including providing for “make whole” or similar investor protections). We may be forced to agree to such terms in order to complete our Business Combination, which could have adverse impacts on the post-Business Combination company. Moreover, it is possible that we may be unable to secure any required financing, which could leave us unable to complete our initial Business Combination and which, in turn, would force us to liquidate.

Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, maymaterially adversely affect our business, including our ability to negotiate and complete our initial Business Combination.financial condition and/or operating results.

 

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

We are subject to the laws and regulations, and interpretations and applications

All prior sales of such laws and regulations, of national, regional, state and local governments and applicable non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and potentially other legal and regulatory requirements, and our consummation of an initial Business Combination may be contingent upon our ability to comply with certain laws, regulations, interpretations and applications and any post-business combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete an initial Business Combination. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete an initial Business Combination.


On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other items, to disclosures in SEC filings in connection with business combination transactions involving special purpose acquisition companies (“SPACs”) and private operating companies; the financial statement requirements applicable to transactions involving shell companies; the use of projections in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act Investment Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with the SPAC Rule Proposals, as proposed or as adopted, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and time of negotiating and completing our initial Business Combination with Coeptis or otherwise, and may constrain the circumstances under which we could complete such initial Business Combination.

Recent increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial Business Combination.

Recent increases in inflation and interest rates in the United States and elsewhere may lead to increased price volatility for publicly tradedunregistered securities including ours or Coeptis’, and may lead to other national, regional and international economic disruptions, any of which could make it more difficult for us to consummate an initial Business Combination with Coeptis or otherwise. Inflation could also increase the cost of capital for any funding we may seek to raise in connection with our initial Business Combination.

The ongoing military conflict in Ukraine or elsewhere may lead to increased and price volatility for publicly traded securities, which could make it more difficult for us to consummate our initial Business Combination.

The ongoing military conflict in Ukraine or elsewhere may lead to increased and price volatility for publicly traded securities, including ours and Coeptis’, and to other national, regional and international economic disruptions and economic uncertainty, any of which could make it more difficult for us to raise capital for our initial Business Combination or to consummate an initial Business Combination on acceptable commercial terms or at all.

If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted. As a result, in such circumstances, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial Business Combination and instead to liquidate the Company.

As described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration Statement”). The company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.

Because the SPAC Rule Proposals have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours that has not yet completed its business combination within 24 months after the effective date of the IPO Registration Statement. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company.properly disclosed in prior SEC filing.

 

If we are deemed to be an investment company under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an initial Business Combination and instead to liquidate the Company.

Item 3.Defaults Upon Senior Securities

 


To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee for our Trust Account to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

The funds in the Trust Account have, since our Initial Public Offering, been held only in U.S. government treasury obligations with a maturity of 180 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, and we expect that we will, on or prior to the 24-month anniversary of the effective date of the Registration Statement, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of our initial Business Combination or liquidation of the Company. Following such liquidation, we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

In addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time, even prior to such 24-month anniversary, and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.

There is substantial doubt about our ability to continue as a “going concern.”

In connection with the Company’s assessment of going concern considerations under applicable accounting standards, management has determined that our possible need for additional financing to enable us to negotiate and complete our initial Business Combination with Coeptis, as well as the deadline by which we may be required to liquidate our Trust Account, raise substantial doubt about the Company’s ability to continue as a going concern through approximately one year from the date the financial statements included elsewhere in this Quarterly Report were issued.

We have identified a material weakness in our internal control over financial reporting as of September 30, 2022. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

We have identified a material weakness in our internal controls over financial reporting relating to our accounting for complex financial instruments. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected and corrected on a timely basis.


Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. Measures to remediate material weaknesses may be time-consuming and costly and there is no assurance that such initiatives will ultimately have the intended effects. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable share exchange listing requirements, investors may lose confidence in our financial reporting and adversely affect our business and operating results. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses. Such material weakness could also have the effect of delaying our ability to close our Business Combination with Coeptis.

We may not be able to complete an initial Business Combination with a U.S. target company since such initial Business Combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.

Certain federally licensed businesses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States. If we are considered to be a “foreign person” under such rules and regulations, any proposed Business Combination (including our proposed transaction with Coeptis) between us and a U.S. business engaged in a regulated industry, or which may affect national security could be subject to such foreign ownership restrictions and/or CFIUS review. The scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings. If our potential initial Business Combination with a U.S. business (including our proposed transaction with Coeptis) falls within the scope of foreign ownership restrictions, we may be unable to consummate an initial business combination with such business. In addition, if our potential business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial Business Combination. CFIUS may decide to block or delay our initial Business Combination, impose conditions to mitigate national security concerns with respect to such initial Business Combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance. The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial Business Combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial Business Combination may be limited and we may be adversely affected in terms of competing with other SPACs which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial Business Combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive $10.00 per share, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in Coeptis and the chance of realizing future gains on your investment through any price appreciation in the combined company.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Use of Proceeds

On November 3, 2020, we consummated our Initial Public Offering of 7,500,000 Units, at a price of $10.00 per Unit, generating total gross proceeds of $75,000,000. Imperial Capital, LLC acted as the sole book-running manager. The securities sold in the offering were registered under the Securities Act on registration statements on Form S-1 (No. 333-248940). The registration statements became effective on October 29, 2020.

Simultaneously with the consummation of the Initial Public Offering, we consummated a private placement of 3,750,000 warrants (the “Private Placement Warrants”) to our Sponsor, Imperial, I-Bankers and Northland at a price of $1.00 per Private Warrant, generating total proceeds of $3,750,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.

Of the gross proceeds received from the Initial Public Offering, and the sale of the Private Placement Warrants, $75,750,000 was placed in the Trust Account.

We paid a total of $1,500,000 in underwriting discounts and commissions and $493,264 for other costs and expenses related to the Initial Public Offering. In addition, the underwriter agreed to defer $2,250,000 in underwriting discounts and commissions.

There has been no material change in the planned use of the proceeds from our Initial Public Offering and the private placement as is described in the Company’s final prospectus related to our Initial Public Offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

 

ITEM 5. OTHER INFORMATION.

Item 4.Mine Safety Disclosures

 

Not applicable.

Item 5.Other Information

None.

 


Item 6.Exhibits

 

ITEM 6. EXHIBITS.

The following exhibits are attached hereto or incorporated by reference herein (numbered to correspond to Item 601(a) of Regulation S-K, as promulgated by the Securities and Exchange Commission) and are filed as part of or incorporated by reference into, this Quarterly Report on Form 10-Q.10-Q:

 

No.31.1Description of Exhibit
2.1Agreement and PlanRule 13a-14(a)/15(d)-14(a) Certification of Merger, dated as of April 18, 2022, by and among Bull Horn, Merger Sub and Coeptis(1)Chief Executive Officer, Principal Executive Officer. Filed herewith.
3.131.2Amended and Restated Memorandum and ArticlesRule 13a-14(a)/15(d)-14(a) Certification of Association, filed on April 27, 2022(2)President, Principal Financial Officer. Filed herewith.
10.132.1FormSection 1350 Certification of Voting Agreement, dated as of April 18, 2022, by and among Bull Horn, Coeptis and certain stockholders of Coeptis(1)Principal Executive Officer. Filed herewith.
10.232.2Promissory Note issued to Bull Horn Holdings Sponsor LLC, dated May 2, 2022(3)Section 1350 Certification of Principal Financial Officer. Filed herewith.
10.3101.INSPromissory Note of the Company, dated May 18, 2022(4)
31.1*Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.CAL*101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*101.DEFInline XBRL Taxonomy Extension Schema Document
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRLin IXBRL, and containedincluded in Exhibitexhibit 101).

 

*Filed herewith.33

**Furnished herewith.

(1)Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed on April 19, 2022.
(2)Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed on April 27, 2022.
(3)Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed on May 3, 2022.
(4)Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed on May 20, 2022.


 

 

SIGNATURES

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 COEPTIS THERAPEUTICS HOLDINGS, INC.
 Registrant
 
Dated:Date: November 18, 20229, 2023By:/s/ David Mehalick
 Name: David Mehalick
 Title:Chief Executive Officer, Principal Executive Officer

  (Principal Executive Officer)
 
Dated:Date: November 18, 20229, 2023By:/s/ Christine SheehyBrian Cogley
 Name:Christine SheehyBrian Cogley
 Title:Chief Financial Officer,
(Principal Financial and Accounting Officer)Officer

34

 

33

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