Coeptis Therapeutics Files 10-K/A Amendment to Restate 2022 Financials

TL;DR

<b>Coeptis Therapeutics Holdings, Inc. has filed an amended 10-K to restate its 2022 financial results.</b>

AI Summary

Coeptis Therapeutics Holdings, Inc. (COEPW) filed a Amended Annual Report (10-K/A) with the SEC on March 25, 2024. Coeptis Therapeutics Holdings, Inc. filed a 10-K/A amendment on March 25, 2024, to restate its financial statements for the fiscal year ended December 31, 2022. The amendment pertains to the company's financial reporting for the period from January 1, 2022, to December 31, 2022. The filing indicates adjustments related to 'Restatement Adjustment' for the fiscal year 2022. The company's former name was Bull Horn Holdings Corp., with a name change effective November 15, 2018. The filing includes details on common stock, warrants, and Series B Preferred Stock as of December 31, 2022.

Why It Matters

For investors and stakeholders tracking Coeptis Therapeutics Holdings, Inc., this filing contains several important signals. Restating financial statements can indicate accounting errors or a need to clarify previously reported figures, potentially impacting investor confidence. The amendment suggests a need for greater accuracy and transparency in the company's financial disclosures, which is crucial for ongoing financial reporting and investor relations.

Risk Assessment

Risk Level: — Coeptis Therapeutics Holdings, Inc. shows moderate risk based on this filing. The company is filing an amendment to restate its financial statements, which suggests potential inaccuracies in the original filing and requires further investigation into the nature and impact of the restatement.

Analyst Insight

Investors should review the restated financial statements in the 10-K/A filing to understand the impact of the adjustments on Coeptis Therapeutics' financial position and performance.

Key Numbers

• 2022-12-31 — Fiscal Year End (Restated period)
• 2024-03-25 — Filing Date (Date of 10-K/A filing)
• 10-K/A — Filing Type (Amendment type)

Key Players & Entities

• Coeptis Therapeutics Holdings, Inc. (company) — Filer name
• Bull Horn Holdings Corp. (company) — Former company name
• 2022-12-31 (date) — Fiscal year end
• 2024-03-25 (date) — Filing date

FAQ

Risk Factors

• Restatement of Financial Statements [medium — financial]: The company is filing an amendment to restate its financial statements for the fiscal year ended December 31, 2022, indicating potential inaccuracies or necessary clarifications in previously reported figures.

Industry Context

Coeptis Therapeutics Holdings, Inc. operates in the biological products sector, focusing on the development of therapeutics.

Regulatory Implications

The filing is a 10-K/A, an amendment to an annual report, indicating a need to correct or supplement previously filed information with the SEC.

What Investors Should Do

1. Review the detailed restated financial statements in the 10-K/A filing.
2. Analyze the specific reasons provided for the restatement.
3. Assess the potential impact of the restated financials on the company's valuation and future prospects.

Key Dates

• 2024-03-25: 10-K/A Filing — Amendment filed to restate 2022 financials
• 2022-12-31: Fiscal Year End — Period for which financials are restated

Year-Over-Year Comparison

This is an amended filing (10-K/A) to restate previously reported financial information for the fiscal year ended December 31, 2022.

Key Financial Figures

• $0.0001 — ch Registered Common Stock, par value $0.0001 per share COEP Nasdaq Global Market
• $11.50 — e-half of one share of Common Stock for $11.50 per whole share COEPW Nasdaq Global
• $2.80 — ter, based on the closing sale price of $2.80 as reported on the OTCQB PINK Market wa
• $350,000 — unrelated third party in the amount of $350,000 (the "Note Payable") with no accruing i
• $16.27 billion — ma market size in these 8 countries was $16.27 billion in 2019 and is expected to increase mod
• $750,000 — 2021, we made initial payments totaling $750,000 under the CD38 Agreements, to acquire t
• $3,250,000 — d to VyGen promissory notes aggregating $3,250,000 with maturity dates of December 31, 202
• $1,000,000 — er 31, 2021, and made a cash payment of $1,000,000, upon which cash payment we exercised t
• $5,000 — iversity of Pittsburgh a non-refundable $5,000 fee for the exclusive option rights to
• $75,000 — h a non-refundable fee in the amount of $75,000 for the exclusive patent rights to the
• $15,000 — annual maintenance fees ranging between $15,000 and $25,000, as well as developmental m
• $25,000 — enance fees ranging between $15,000 and $25,000, as well as developmental milestone pay
• $716,714 — ve committed financing in the amount of $716,714 over the next two years towards achievi

Filing Documents

• coeptis_i10ka-123122.htm (10-K/A) — 1437KB
• coeptis_ex3101.htm (EX-31.1) — 13KB
• coeptis_ex3102.htm (EX-31.2) — 13KB
• coeptis_ex3201.htm (EX-32.1) — 5KB
• coeptis_ex3202.htm (EX-32.2) — 5KB
• 0001683168-24-001674.txt (&nbsp;) — 6612KB
• coep-20221231.xsd (EX-101.SCH) — 43KB
• coep-20221231_cal.xml (EX-101.CAL) — 49KB
• coep-20221231_def.xml (EX-101.DEF) — 184KB
• coep-20221231_lab.xml (EX-101.LAB) — 300KB
• coep-20221231_pre.xml (EX-101.PRE) — 250KB
• coeptis_i10ka-123122_htm.xml (XML) — 1103KB

Risk Factors

Risk Factors 5 1B. Unresolved Staff Comments 19 2.

Legal Proceedings

Legal Proceedings 19 4. Mine Safety Disclosures 19 Part II 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 20 6.

Selected Financial Data

Selected Financial Data 27 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 27 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 32 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 32 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 32 9A.

Controls and Procedures

Controls and Procedures 32 9B. Other Information 33 Part III 10. Directors, Executive Officers and Corporate Governance 34 11.

Executive Compensation

Executive Compensation 40 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 42 13. Certain Relationships and Related Transactions, and Director Independence 43 14. Principal Accountant Fees and Services 47 Part IV 15. Exhibits and Financial Statement Schedules 48 16. Form 10-K Summary 48 17. Exhibit Index 49 18.

Signatures

Signatures 51 i PRESENTATION OF FINANCIAL AND OTHER INFORMATION On October 28, 2022, Coeptis Therapeutics Holdings, Inc. ("Coeptis", we'', us'' or the "Company"), formerly Bull Horn Holdings Corp., acquired Coeptis Therapeutics, Inc. ("Coeptis Sub") in an all-stock transaction. The acquisition of Coeptis Sub was accomplished through a reverse merger of our wholly owned subsidiary BH Merger Sub, Inc. with and into Coeptis Sub, with Coeptis Sub determined to be the accounting acquirer of us (the "Merger"). As such, the historical financial statements of the registrant for periods prior to October 28, 2022, are those of Coeptis Sub and, in connection with the acquisition, Coeptis Sub's equity was exchanged for shares of our common stock. The acquisition of Coeptis Sub was treated as a "reverse merger." Unless otherwise of the acquisition of Coeptis Sub is that of Coeptis Sub and, following consummation of the acquisition of Coeptis Sub, reflects business information of us and Coeptis Sub on a consolidated basis. This report includes our audited consolidated financial year ended December 31, 2021. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts contained in this Annual Report on Form 10-K ar

BUSINESS

ITEM 1. BUSINESS As discussed elsewhere in this Annual Report on Form 10-K, pursuant to the Merger, we acquired our primary operating subsidiary Coeptis Therapeutics, Inc. Since prior to the Merger the Company was a shell company, the business description below is a description of the Company's business based on our subsidiaries' operations. Company History General . We were originally incorporated in the British Virgin Islands on November 27, 2018, under the name Bull Horn Holdings Corp. On October 27, 2022, Bull Horn Holdings Corp. domesticated from the British Virgin Islands to the State of Delaware. On October 28, 2022, in connection with the closing of the Merger, we changed our corporate name from Bull Horn Holdings Corp. to "Coeptis Therapeutics Holdings, Inc." The Merger Transaction . On October 28, 2022, a wholly owned subsidiary of Bull Horn Holdings Corp., merged with and into Coeptis Therapeutics, Inc., with Coeptis Therapeutics, Inc. as the surviving corporation of the Merger. As a result of the Merger, we acquired the business of Coeptis Therapeutics, Inc., which we now continue to operate as our wholly owned subsidiary. About the Company's Subsidiaries . We are now a holding company that currently operates through our direct and indirect wholly owned subsidiaries Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc. and Coeptis Pharmaceuticals, LLC. Our current business model is designed around furthering the development of our current product portfolio. We are continually exploring partnership opportunities with companies that have novel therapies in various stages of development or companies with technologies that improve the way that drugs are delivered to patients. We seek the best strategic relationships, which relationships could include in-license agreements, out-license agreements, co-development arrangements and other strategic partnerships in new and exciting therapeutic areas such as auto-immune disease and oncology. Collabora

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View this 10-K/A filing on SEC EDGAR