COEPW Coeptis Therapeutics Holdings Inc

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

_____________________

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported): December 26, 2024

_____________________

 

COEPTIS THERAPEUTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware	001-39669	98-1465952
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
105 Bradford Rd, Suite 420 Wexford, Pennsylvania		15090
(Address of principal executive offices)		(Zip Code)

 

724-934-6467

(Registrant’s telephone number, including area code)

 

____________________________________________________________

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

Emerging growth company     ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ☐

 

 

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

In connection with the Reverse Split described in Item 8.01 below, on December 26, 2024, the Company filed a Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”). A copy of the Certificate of Amendment is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 8.01

Other Events

 

On December 27, 2024, Coeptis Therapeutics Holdings, Inc. (the “Company”) announced that it will proceed with a 1-for-20 reverse stock split (the “Reverse Split”) of its issued and outstanding shares of common stock, par value $0.0001, following authorization by its Board of Directors and majority shareholders to effect a reverse stock split by a ratio of not less than 1-for-3 and not more than 1-for-40 (the “Reverse Split Range”), with the Board having the discretion as to whether or not the Reverse Split is to be effected, and the exact ratio to be set at a whole number within the Reverse Split Range. A copy of the press release is included as Exhibit 99.2 to this Current Report on Form 8-K.

 

The Reverse Split will be effective after the market closes on December 30, 2024, and will begin trading on a post-split basis on the Nasdaq Capital Market at market open on December 31, 2024. In conjunction with the Reverse Split, the CUSIP number will be changed to 19207A 207. There will be no change to the par value of the Company’s common stock. The Reverse Split will affect all stockholders uniformly and will not affect any stockholder's ownership percentage of the Company's shares with the exception of those holders of fractional shares. No fractional shares will be issued in connection with the Reverse Split. The Company will issue one whole share of common stock to any stockholder who would have been entitled to receive a fractional share of common stock due to the Reverse Split. Each holder of common stock will hold the same percentage of the outstanding common stock immediately following the Reverse Split as that stockholder did immediately before the Reverse Split, except for adjustments due to the additional net share fraction that will need to be issued as a result of the treatment of fractional shares. Proportionate adjustments will be made to the number of shares of common stock underlying the Company’s outstanding equity awards, warrants, and the maximum number of shares issuable under its equity incentive plans, as well as the exercise or conversion price, as applicable.

 

The Company’s transfer agent, Continental Stock Transfer, is acting as the exchange agent for the Reverse Split and will send instructions to stockholders of record who hold stock certificates regarding the exchange of their old certificates for new certificates, should they wish to do so. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares.

 

Item 9.01

Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.

Description

 

99.1	Certificate of Amendment of Amended and Restated Certificate of Incorporation dated December 26, 2024
99.2	Press Release dated December 27, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

 

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

 

	Coeptis Therapeutics Holdings, Inc.
Date: December 27, 2024	By:	/s/ David Mehalick
		David Mehalick Chief Executive Officer

 

 

 

  

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

COEPTIS THERAPEUTICS HOLDINGS, INC.

 

Coeptis Therapeutics Holdings, Inc. (the “Corporation”), a corporation organized and existing by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

 

	1.	That the Corporation was originally formed under the name Bull Horn Holdings Corp. in the Territory of the British Virgin Islands pursuant to the BVI Business Companies Act 2004 on November 27, 2018; and
	2.	That the Corporation domesticated from the British Virgin Islands and to the State of Delaware on October 27, 2022, and has thereafter continued as a Delaware corporation; and
	3.	That the name of the Corporation was changed to Coeptis Therapeutics Holdings, Inc. on October 28, 2022, pursuant to the Corporation’s Amended and Restated Certificate of Incorporation that was filed with the Secretary of State of the State of Delaware on October 28, 2022 (as amended, the “Certificate of Incorporation”); and
	4.	The Board of Directors of the Corporation duly adopted resolutions proposing and declaring advisable the amendment to the Certificate of Incorporation described herein, and the Corporation’s stockholders duly adopted such amendment, all in accordance with the provisions of Section 242 of the DGCL.
	5.	Article IV of the Certificate of Incorporation is hereby amended by adding the following paragraph as a new Article IV.D:

 

“D. Effective as of 5:00 P.M., Eastern Time, on December 30, 2024 (the “Effective Time”), each twenty (20) outstanding shares of the Corporation’s Common Stock, par value $0.0001 per share, shall automatically and without any action on the part of the respective holders thereof be exchanged and combined into one (1) share of Common Stock, par value $0.0001 per share. At the Effective Time, there shall be no change in the number of authorized shares that the Corporation shall have the authority to issue. No fractional shares shall be issued in connection with the exchange. In lieu thereof, any person who holds a fraction of one (1) share of Common Stock after the exchange shall be entitled to receive one (1) share of Common Stock.”

 

6.

Except as herein amended, the Certificate of Incorporation shall remain in full force and effect.

 

[Signature page follows]

 

 

 

 

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed this 26th day of December, 2024.

 

	COEPTIS THERAPEUTICS HOLDINGS, INC.
	By: /s/  David Mehalick
	Name: David Mehalick
	Title: Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.2

 

Coeptis Therapeutics Announces Reverse Stock Split

 

WEXFORD, PA., Dec. 27, 2024 /PRNewswire/ -- Coeptis Therapeutics Holdings, Inc. (Nasdaq: COEP) (the "Company" or "Coeptis"), a biopharmaceutical company focused on pioneering cell therapy platforms for cancer, autoimmune, and infectious diseases, today announced it will proceed with a 1-for-40 reverse stock split (the “Reverse Split”) of its issued and outstanding shares of common stock, par value $0.0001, following authorization by its board of directors (the “Board”) and majority stockholders to effect a reverse stock split by a ratio of not less than 1-for-3 and not more than 1-for-40 (the “Reverse Split Range”), with the Board having the discretion as to whether or not the Reverse Split is to be effected, and the exact ratio to be set at a whole number within the Reverse Split Range.

 

The first day of trading on a post-split basis on the Nasdaq Capital Market will be at market open on December 31, 2024.

 

Upon the effective date of the Reverse Split, every 20 shares of the Company’s outstanding and issued common stock will be converted into one share of outstanding and issued common stock. No fractional shares will be issued as a result of the reverse stock split. Instead, any fractional shares for record holders that would have resulted from the split will be rounded up to the next whole number. The Reverse Split will not alter any stockholder’s percentage interest in the Company’s outstanding common stock, except for adjustments that may result from the treatment of fractional shares and will affect all stockholders uniformly.

 

The Reverse Split is intended to help the Company meet the minimum bid price requirement necessary to maintain its listing on the Nasdaq Capital Market. Under Nasdaq Capital Market rules, a listed company’s stock must maintain a minimum bid price of at least $1.00 per share.

 

The Reverse Split was approved by the Company’s stockholders at the Company’s Annual Stockholder’s Meeting on December 18, 2024, following which meeting the Board then established the reverse split ratio and authorized the reverse split to proceed.

 

Continental Stock Transfer is acting as the exchange agent and transfer agent for the reverse stock split and will send instructions to stockholders of record who hold stock certificates regarding the exchange of their old certificates for new certificates, should they wish to do so. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to affect the exchange of their shares.

 

About Coeptis Therapeutics Holdings, Inc.

Coeptis Therapeutics Holdings, Inc., together with its subsidiaries including Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc., GEAR Therapeutics, Inc. and SNAP Biosciences, Inc. (collectively "Coeptis"), is a biopharmaceutical company developing innovative cell therapy platforms for cancer, autoimmune, and infectious diseases that have the potential to disrupt conventional treatment paradigms and improve patient outcomes. Coeptis' product portfolio is highlighted by assets licensed from Deverra Therapeutics, including an allogeneic cellular immunotherapy platform and DVX201, a clinical-stage, unmodified natural killer cell therapy technology. Additionally, Coeptis is developing a universal, multi-antigen CAR technology licensed from the University of Pittsburgh (SNAP-CAR), and the GEAR cell therapy and companion diagnostic platforms in collaboration with VyGen-Bio and leading medical researchers at the Karolinska Institute. The Company is headquartered in Wexford, PA. For more information on Coeptis visit https://coeptistx.com.

 

 

 

 

 

Cautionary Note Regarding Forward-Looking Statements

This press release and statements of our management made in connection therewith contain or may contain "forward-looking statements" (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events or performance, and underlying assumptions, and other statements that are other than statements of historical facts. When we use words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, we are making forward-looking statements. Forward-looking statements are not a guarantee of future performance and involve significant risks and uncertainties that may cause the actual results to differ materially and perhaps substantially from our expectations discussed in the forward-looking statements. Factors that may cause such differences include but are not limited to: (1) the inability to maintain the listing of the Company's securities on the Nasdaq Capital Market; (2) the inability to recognize the anticipated benefits of the Deverra licensed assets, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth economically and hire and retain key employees; (3) the risks that the Company's products in development or the newly-licensed assets fail clinical trials or are not approved by the U.S. Food and Drug Administration or other applicable regulatory authorities; (4) costs related to ongoing asset development including the Deverra licensed assets and pursuing the contemplated asset development paths; (5) changes in applicable laws or regulations; (6) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and (7) the impact of the global COVID-19 pandemic on any of the foregoing risks and other risks and uncertainties identified in the Company's filings with the Securities and Exchange Commission (the "SEC"). The foregoing list of factors is not exclusive. All forward-looking statements are subject to significant uncertainties and risks including, but not limited, to those risks contained or to be contained in reports and other filings filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company's filings made or to be made with the SEC, which are available for review at www.sec.gov. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof unless required by applicable laws, regulations, or rules.

 

Contacts

IR@coeptistx.com

800-478-8070

 

 

 

 

 

 

 

 

v3.24.4

Cover	Dec. 26, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 26, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-39669
Entity Registrant Name	COEPTIS THERAPEUTICS HOLDINGS, INC.
Entity Central Index Key	0001759186
Entity Tax Identification Number	98-1465952
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	105 Bradford Rd
Entity Address, Address Line Two	Suite 420
Entity Address, City or Town	Wexford
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15090
City Area Code	724
Local Phone Number	934-6467
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock [Member]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	COEP
Security Exchange Name	NASDAQ
Warrant [Member]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one-half of one share of Common Stock for $11.50 per whole share
Trading Symbol	COEPW
Security Exchange Name	NASDAQ

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