Coeptis Therapeutics Files 8-K for Equity Sales

TL;DR

Coeptis Therapeutics filed an 8-K for unregistered equity sales on Jan 17, 2025.

AI Summary

On January 17, 2025, Coeptis Therapeutics Holdings, Inc. entered into a material definitive agreement related to unregistered sales of equity securities. The company, formerly known as Bull Horn Holdings Corp., is incorporated in Delaware and operates in the biological products sector.

Why It Matters

This filing indicates potential dilution or capital raising activities for Coeptis Therapeutics, which could impact existing shareholders and the company's financial structure.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales can signal financial needs or dilution, requiring careful investor scrutiny.

Key Players & Entities

• Coeptis Therapeutics Holdings, Inc. (company) — Registrant
• Bull Horn Holdings Corp. (company) — Former company name
• January 17, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share COEP Nasdaq Capital Mark
• $11.50 — e-half of one share of Common Stock for $11.50 per whole share COEPW Nasdaq Capita
• $1,100,000 — "), in the original principal amount of $1,100,000. Interest shall accrue on the outstandi
• $20.00 — version price equal to the lower of (i) $20.00 (the "Fixed Price") or (ii) a price per
• $1.00 — hall not be lower than a floor price of $1.00 per share (the "Floor Price"). If an A
• $250,000 — be in an amount equal to the sum of (i) $250,000 of principal in the aggregate among thi
• $1,000 — eferred Stock"), at a purchase price of $1,000 per share, bringing the total funds rai
• $10 million — ries A Preferred Stock to approximately $10 million. As previously disclosed, board member

Filing Documents

• coeptis_8k.htm (8-K) — 40KB
• coeptis_ex1001.htm (EX-10.1) — 138KB
• 0001683168-25-000537.txt ( ) — 431KB
• coep-20250117.xsd (EX-101.SCH) — 3KB
• coep-20250117_def.xml (EX-101.DEF) — 29KB
• coep-20250117_lab.xml (EX-101.LAB) — 36KB
• coep-20250117_pre.xml (EX-101.PRE) — 26KB
• coeptis_8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement. On January 17, 2025, Coeptis Therapeutics Holdings, Inc. (Nasdaq: COEP) (the "Company") the Company entered into convertible promissory note with YA II PN, LTD, a Cayman Islands exempt limited partnership ("Yorkville"), in the original principal amount of $1,100,000. Interest shall accrue on the outstanding balance of the note at an annual rate equal to 8%, subject to an increase to 18% upon an event of default as described in the Yorkville note. The maturity date of the note is December 31, 2025. Yorkville may convert the note into shares of Common Stock at any time at a conversion price equal to the lower of (i) $20.00 (the "Fixed Price") or (ii) a price per share equal to 95% of the lowest daily VWAP during the 5 consecutive trading days immediately prior to the conversion date of the note (the "Variable Price"), but which Variable Price shall not be lower than a floor price of $1.00 per share (the "Floor Price"). If an Amortization Event occurs, then the Company shall make monthly payments beginning on the later of the 7th Trading Day after the Amortization Event Date, and any the date that is six months from the Issuance Date, and continuing on the same day of each successive calendar month until the entire outstanding principal amount shall have been repaid. Each monthly payment shall be in an amount equal to the sum of (i) $250,000 of principal in the aggregate among this Note (or the outstanding principal if less than such amount) (the "Amortization Principal Amount"), plus (ii) a payment premium equal to 5% in respect of such Amortization Principal amount. The obligation of the Company to make monthly prepayments shall cease (with respect to any payment that has not yet come due) if any time after an Amortization Event (a) if the Amortization Event is due to the Floor Price, the daily VWAP is greater than the 110% of the Floor Price for a period of seven consecutive trading days, and (b) if the Amort

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. On January 23, 2025, the Company completed its closing issuances to accredited investors (collectively, the "Series A Investors") of shares of the Company's series A preferred stock (the "Series A Preferred Stock"), at a purchase price of $1,000 per share, bringing the total funds raised in connection with its Series A Preferred Stock to approximately $10 million. As previously disclosed, board member Christopher Calise, including through CJC Investment Trust, an entity controlled by Mr. Calise, invested in the offering of the Series A Preferred Stock. The Series A Investors also received in the aggregate a 13.91% non-voting equity ownership interest in two of the Company's recently formed subsidiaries, SNAP Biosciences Inc. and GEAR Therapeutics Inc. The key terms of the Series A Preferred Stock were previously disclosed in the Company's current report on Form 8-K that was filed with the SEC on June 20, 2024. Important Notice Regarding

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains certain "forward-looking statements" within the meaning of the Securities Act and the Exchange Act. Statements that are not historical facts, including statements about the pending transactions and matters described above, and the parties' perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the promissory note and the transactions contemplated thereunder, including the anticipated benefits of the proposed transactions, expected use of proceeds, anticipated future financial and operating performance and results, including estimates for growth, and the expected timing of the transactions. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No . Description 10.1 Form of Convertible Promissory Note issued to YA II PN, Ltd. 104 Cover Page Interactive Data File (embedded within the Inline 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: January 24, 2025 By: /s/ David Mehalick David Mehalick Chief Executive Officer 4

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View this 8-K filing on SEC EDGAR