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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): September 29, 2023

_____________________

 

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 3.02 Unregistered Sale of Equity Securities.

  

On September 29, 2023, the Company agreed to issue 2,400,000 shares of common stock of the Company (“Biofin Shares”) to Biofin Ventures, LLC, a Florida limited liability company (“Biofin”), in exchange for $2,400,000, $400,000 payable in cash and the balance payable under a promissory note with Biofin (“Biofin Note”). The principal amount including all interest under the Biofin Note is due and payable by Biofin no later than August 30, 2024 (the “Biofin Maturity Date”). The outstanding unpaid principal balance of the Biofin Note bears interest commencing as of the Company’s next registration statement at the rate of six (6%) percent per annum, which interest rate will increase to eighteen (18%) percent per annum in the event an event of default occurs under the Biofin Note, computed on the basis of the actual number of days elapsed and a year of 365 days. Biofin has the option of repaying the obligations under the Biofin Note in advance of the Biofin Maturity Date, in whole or in part, at any time upon at least thirty (30) days prior written notice delivered to the Company. Biofin has certain obligations to contribute the proceeds of its sale of Biofin Shares to the Company, in the event that any Biofin Shares are sold prior to the Biofin Maturity Date.

 

In addition, on September 29, 2023, Company agreed to issue 600,000 shares of common stock of the Company (“AG Shares”) to AG Bio Life Capital I LP, a Delaware limited partnership (“AG”), in exchange for $600,000, $100,000 payable in cash and the balance payable under a promissory note (“AG Note”). The principal amount including all interest under the AG Note is due and payable by AG no later than August 30, 2024 (the “AG Maturity Date”). The outstanding unpaid principal balance of the AG Note bears interest commencing as of the Company’s next registration statement at the rate of six (6%) percent per annum, which interest rate will increase to eighteen (18%) percent per annum in the event an event of default occurs under the AG Note, computed on the basis of the actual number of days elapsed and a year of 365 days. AG has the option of repaying the obligations under the AG Note in advance of the AG Maturity Date, in whole or in part, at any time upon at least thirty (30) days prior written notice delivered to the Company. AG has certain obligations to contribute the proceeds of the sale of its AG Shares to the Company, in the event that any AG Shares are sold prior to the AG Maturity Date.

 

 

 

 

 

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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: October 12, 2023 By: /s/ David Mehalick
   

David Mehalick

Chief Executive Officer

 

 

 

  

 

 

 

 

 

 

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