Coeptis Therapeutics Raises $1.5M in Private Placement

TL;DR

COEP closed a $1.5M private placement, issuing stock & warrants to accredited investors.

AI Summary

Coeptis Therapeutics Holdings, Inc. announced on June 14, 2024, the closing of a private placement of approximately $1.5 million in gross proceeds. The company issued 1,000,000 shares of common stock and warrants to purchase 500,000 shares of common stock at an exercise price of $1.50 per share. This offering was made to accredited investors.

Why It Matters

This capital infusion provides Coeptis Therapeutics with additional funds to advance its clinical programs and operations, potentially impacting its drug development timeline and future growth.

Risk Assessment

Risk Level: medium — The company is raising capital through a private placement, which can dilute existing shareholders and may indicate a need for funding to sustain operations or advance development.

Key Numbers

• $1.5M — Gross Proceeds (Funds raised in the private placement)
• 1,000,000 — Shares Issued (Common stock issued in the private placement)
• 500,000 — Warrants Issued (Warrants to purchase common stock)
• $1.50 — Warrant Exercise Price (Price per share to exercise the warrants)

Key Players & Entities

• Coeptis Therapeutics Holdings, Inc. (company) — Issuer of the securities
• June 14, 2024 (date) — Date of the private placement closing
• $1.5 million (dollar_amount) — Gross proceeds from the private placement
• 1,000,000 shares of common stock (dollar_amount) — Number of shares issued in the private placement
• 500,000 shares of common stock (dollar_amount) — Number of shares issuable upon exercise of warrants
• $1.50 per share (dollar_amount) — Exercise price of the warrants

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
• $4.3 Million — . (Nasdaq: COEP) (the "Company") raised $4.3 Million in the sale to accredited investors (co
• $1,000 — eferred Stock"), at a purchase price of $1,000 per share, in a financing led by CJC In
• $0.40 — price. The initial conversion price is $0.40 per share of common stock, subject to a
• $20 million — mpany raises gross proceeds of at least $20 million. Rank . The Series A Preferred Stock w

Filing Documents

• coeptis_8k.htm (8-K) — 41KB
• coeptis_ex9901.htm (EX-99.1) — 69KB
• coeptis_ex9902.htm (EX-99.2) — 11KB
• 0001683168-24-004361.txt ( ) — 360KB
• coep-20240614.xsd (EX-101.SCH) — 4KB
• coep-20240614_def.xml (EX-101.DEF) — 26KB
• coep-20240614_lab.xml (EX-101.LAB) — 36KB
• coep-20240614_pre.xml (EX-101.PRE) — 25KB
• coeptis_8k_htm.xml (XML) — 6KB

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Item 3.02 Unregistered Sale of Equity Securities. On June 14, 2024, Coeptis Therapeutics Holdings, Inc. (Nasdaq: COEP) (the "Company") raised $4.3 Million in the sale to accredited investors (collectively, the "Series A Investors") of 4,300 shares of the Company's series A preferred stock (the "Series A Preferred Stock"), at a purchase price of $1,000 per share, in a financing led by CJC Investment Trust, an entity controlled by board member Christopher Calise, in a combination of cash and short-term collateralized promissory notes. The Series A Investors also received in the aggregate a 6.45% non-voting equity ownership interest in two of the Company's newly formed subsidiaries, SNAP Biosciences Inc. and GEAR Therapeutics Inc. The key terms of the Series A Preferred Stock are as follows: Conversion . Each share of Series A Preferred Stock is convertible at the option of the holder, subject to the beneficial ownership and, if applicable, the primary market limitations described below, into such number of shares of the Company's common stock as is equal to the number of shares of Series A Preferred Stock to be converted, multiplied by the stated value of $1,000 (the " Stated Value "), divided by the then conversion price. The initial conversion price is $0.40 per share of common stock, subject to adjustment in the event of stock splits, stock dividends, and similar transactions. In addition, the Series A Preferred Stock will automatically convert into shares of the Company's common stock, subject to the beneficial ownership and, if applicable, the primary market limitations described below upon the consummation of a fundraising transaction in which the Company raises gross proceeds of at least $20 million. Rank . The Series A Preferred Stock will be senior to the Company's common stock and any other class of the Company's capital stock that is not by its terms senior to or pari passu with the Series A Preferred Stock. Dividends . The holders of Series A Preferr

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) Compensatory Arrangements of Certain Officers. On June 13, 2024, the Compensation Committee (the "Compensation Committee") of the Company's Board of Directors, and the Board of Directors, approved the grant to David Mehalick, the Company's CEO, under the Company's 2022 equity incentive plan, of options exercisable to acquire up to 2,400,000 shares of the Company's common stock at an exercise price equal to the closing price on Nasdaq Capital Market as of the date of approval. The options are fully vested and carry a 10-year term.

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Item 8.01 Other Events On June 20, 2024, the Company issued a press release announcing the closing of the Series A Preferred sale transaction. A copy of the press release is included with the Current Report on Form 8-K .

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No . Description 99.1 Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock 99.2 Press Release, dated June 20, 2024 104 Cover Page Interactive Data File (embedded within the XBRL document) 3

SIGNATURES

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: June 20, 2024 By: /s/ David Mehalick David Mehalick Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR