Coeptis Therapeutics Files 2023 10-K/A with Restated Financials

TL;DR

Coeptis Therapeutics restated its 2023 financials in an amended 10-K filing.

AI Summary

Coeptis Therapeutics Holdings, Inc. filed an amendment (10-K/A) on August 16, 2024, for its fiscal year ending December 31, 2023. This filing includes restated financial statements. The company, formerly Bull Horn Holdings Corp., is involved in biological products and is headquartered in Wexford, PA.

Why It Matters

This amendment indicates that the company has revised its previously reported financial information, which could impact investor understanding of its financial health and performance.

Risk Assessment

Risk Level: medium — Amendments to financial filings, especially restatements, can signal underlying accounting issues or changes in financial reporting that warrant closer investor scrutiny.

Key Numbers

• 2023-12-31 — Fiscal Year End (The period for which financial statements are being amended.)
• 2024-08-16 — Filing Date (Date the amended 10-K was submitted to the SEC.)

Key Players & Entities

• Coeptis Therapeutics Holdings, Inc. (company) — Filer of the 10-K/A
• Bull Horn Holdings Corp. (company) — Former name of Coeptis Therapeutics Holdings, Inc.
• 20231231 (date) — Fiscal year end for the reported period
• 20240816 (date) — Filing date of the 10-K/A

FAQ

Key Financial Figures

• $0.0001 — ch Registered Common Stock, par value $0.0001 per share COEP Nasdaq Capital Marke
• $11.50 — e-half of one share of Common Stock for $11.50 per whole share COEPW Nasdaq Capita
• $1.55 — ter, based on the closing sale price of $1.55 reported on the Nasdaq Capital Market w
• $570,000 — ed above, we paid Deverra approximately $570,000 in cash, issued to Deverra 4,000,000 sh
• $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 — to Vy-Gen 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
• $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 w
• $25,000 — enance fees ranging between $15,000 and $25,000, as w

Filing Documents

• coeptis_i10ka1-123123.htm (10-K/A) — 1534KB
• coeptis_ex2101.htm (EX-21.1) — 2KB
• 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
• image_009.jpg (GRAPHIC) — 1KB
• image_010.jpg (GRAPHIC) — 1KB
• image_011.jpg (GRAPHIC) — 1KB
• image_008.jpg (GRAPHIC) — 2KB
• image_007.jpg (GRAPHIC) — 2KB
• image_012.jpg (GRAPHIC) — 11KB
• 0001683168-24-005797.txt ( ) — 7224KB
• coep-20231231.xsd (EX-101.SCH) — 52KB
• coep-20231231_cal.xml (EX-101.CAL) — 56KB
• coep-20231231_def.xml (EX-101.DEF) — 228KB
• coep-20231231_lab.xml (EX-101.LAB) — 404KB
• coep-20231231_pre.xml (EX-101.PRE) — 338KB
• coeptis_i10ka1-123123_htm.xml (XML) — 939KB

Risk Factors

Risk Factors 9 1B. Unresolved Staff Comments 24 1C. Cybersecurity 24 2.

Legal Proceedings

Legal Proceedings 2 4 4. Mine Safety Disclosures 24 Part II 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 25 6.

Selected Financial Data

Selected Financial Data 32 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 32 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 37 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 37 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 38 9A.

Controls and Procedures

Controls and Procedures 3 8 9B. Other Information 39 Part III 10. Directors, Executive Officers and Corporate Governance 40 11.

Executive Compensation

Executive Compensation 47 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 50 13. Certain Relationships and Related Transactions, and Director Independence 51 14. Principal Accountant Fees and Services 55 Part IV 15. Exhibits and Financial Statement Schedules 56 16. Form 10-K Summary 56 17. Exhibit Index 5 7 18.

Signatures

Signatures 5 9 i EXPLANATORY NOTE The Company filed its Annual Report on Form 10-K for the year ended December 31, 2023 with the Securities and Exchange Commission ("SEC") on March 25, 2024. This Amendment No. 1 on Form 10-K/A ("Amendment No. 1" or "Form 10-K/A") is being filed to reflect the reclassification of Subscriptions receivable (the "Reclassification") in the Consolidated Balance Sheet as of the year ended December 31, 2023. The Reclassification is due to the Company performing an evaluation of its accounting for note agreements recorded as notes receivable. Management determined the originally filed 10-K does not give full effect to the transactions, and the notes receivable should have been recorded as subscription receivables. On August 9, 2024, Management concluded its evaluation and determined that the identified errors required the filing of this 10-K/A, as further discussed in the accompanying condensed consolidated financial statements included in this form 10-K/A. ii 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

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 oncology, respiratory viral infections, and

View Full Filing

View this 10-K/A filing on SEC EDGAR