Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transaction period from _____________ to _____________ Commission File No. 001-39669 COEPTIS THERAPEUTICS HOLDINGS, INC. Delaware 98-1465952 (State or other jurisdiction of incorpor ...

Core Points - Coeptis Therapeutics Holdings, Inc. has extinguished its convertible note with YA II PN, Ltd, clearing its outstanding debt obligations to Yorkville [1][2] - The CEO stated that this action strengthens the company's capital structure and positions it well for long-term goals, including potential operations in the cryptocurrency space [2] - Coeptis focuses on developing innovative cell therapy platforms for cancer, autoimmune, and infectious diseases through its subsidiaries [3][4] Company Overview - Coeptis Therapeutics Holdings includes subsidiaries such as Coeptis Pharmaceuticals, GEAR Therapeutics, SNAP Biosciences, and Coeptis Technologies, emphasizing biopharmaceutical and technology advancements [3] - The therapeutic portfolio includes assets licensed from Deverra Therapeutics, featuring an allogeneic cellular immunotherapy platform and clinical-stage NK cell therapy technology [4] - Coeptis is also developing a universal, multi-antigen CAR technology in collaboration with the University of Pittsburgh and other distinguished medical researchers [4] Technology Division - Coeptis has established a Technology Division aimed at enhancing operational capabilities through advanced technologies, including AI-powered marketing software and robotic process automation tools [5] - These technologies are intended to optimize business processes and improve overall efficiency [5] Compliance and Standards - The company is headquartered in Wexford, PA, and is committed to advancing its mission within the regulatory framework set by the FDA, ensuring compliance and high standards of patient care [6]

Company Overview - Coeptis Therapeutics Holdings, Inc. is a next-generation technology and biopharmaceutical company focused on developing innovative cell therapy platforms for cancer, autoimmune, and infectious diseases [3][4] - The company has a therapeutic portfolio that includes assets licensed from Deverra Therapeutics, featuring an allogeneic cellular immunotherapy platform and DVX201, a clinical-stage natural killer cell therapy technology [4] - Coeptis is also developing a universal, multi-antigen CAR technology licensed from the University of Pittsburgh, alongside GEAR cell therapy and companion diagnostic platforms in collaboration with VyGen-Bio and the Karolinska Institute [4] Recent Developments - Coeptis has filed a registration statement on Form S-4 with the SEC related to a proposed merger agreement with Z Squared Inc. [1][2] - The Form S-4 includes a preliminary proxy statement/prospectus regarding the proposed transaction, which has not yet become effective [2] Technology Division - Coeptis has established a Technology Division aimed at enhancing operational capabilities through advanced technologies, including AI-powered marketing software and robotic process automation tools acquired from NexGenAI Solutions Group [5] Z Squared Overview - Z Squared Inc. is focused on digital asset compute mining, primarily generating Dogecoin (DOGE) and other digital assets like Litecoin, with a market cap of $20 billion [7]

Core Insights - SNAP Biosciences, a subsidiary of Coeptis Therapeutics, has entered into a licensing agreement with Monarch Therapeutics to develop and commercialize its Snap-Car NK cell therapy platform in oncology using Monarch's small molecule adaptor technology [1][4]. Group 1: Licensing Agreement - The agreement allows SNAP Biosciences to utilize Monarch's small-molecule adaptor technology, enhancing the functionality of the Snap-Car universal CAR-based receptor platform [2]. - Monarch's adaptor technology enables SNAP-CAR cells to be directed by small molecules, improving precision, flexibility, and modular potential across various therapeutic areas [2][3]. Group 2: Technology and Innovation - The integration of Monarch's small molecule adaptors allows Snap-Car NK cells to target multiple tumor antigens and modulate their activity in real-time, addressing tumor heterogeneity and antigen escape challenges [3]. - This collaboration aims to develop more potent, flexible, and scalable NK therapies for difficult-to-treat cancers [4]. Group 3: Financial Terms - Under the agreement, Monarch will receive an upfront licensing payment, future development milestone payments, and royalties on net sales [4]. Group 4: Company Background - Monarch Therapeutics is a pre-clinical stage biotechnology company focused on next-generation immunotherapies, particularly in solid tumors [5]. - SNAP Biosciences specializes in developing Snap-Car, a universal CAR cell therapy that allows programmable antigen targeting [6]. - Coeptis Therapeutics Holdings, Inc. focuses on innovative cell therapy platforms for cancer and other diseases, aiming to improve patient outcomes through advanced research and development [7].

Corporate Transactions and Partnerships - The company completed a reverse merger with Coeptis Therapeutics, Inc., which is now the accounting acquirer, affecting the financial condition and results of operations [138]. - The company paid approximately $570,000 in cash and issued 4,000,000 shares of common stock to Deverra Therapeutics as part of an exclusive licensing arrangement, totaling $4,937,609 in consideration [160]. - A Shared Services Agreement was established with Deverra to collaborate on the development of GEAR and SNAP-CAR platforms for six months [161]. - The company has entered into strategic partnerships to co-develop therapies for the auto-immune and oncology markets, focusing on innovative products and technologies [146]. - The company has a 50% ownership interest in the CD38-Diagnostic and CD38-GEAR-NK product candidates, with revenue sharing agreements in place [158]. - The company has divested several ANDA products to a larger generic pharmaceutical manufacturer, shifting focus away from generic product commercialization [146]. Market Opportunities and Product Development - The global multiple myeloma market was valued at $19.48 billion in 2018 and is projected to reach $31 billion by 2026, indicating significant market opportunity for the CD38-GEAR-NK product [151]. - The CD38-Diagnostic has been classified as a Class II device by the FDA, allowing for better planning and execution of future development activities [155]. - The company has abandoned all activities and ownership pertaining to two anti-hypertension products launched in 2020 due to the COVID-19 pandemic's impact on sales [146]. - The company has ceased prioritizing the development of CPT60621 and is negotiating a buy-out of remaining ownership rights with Vici Health Sciences [162]. Financial Performance and Expenses - The company generated minimal revenue primarily from consulting arrangements and product sales, with no significant revenue expected for at least the next two years [167][170]. - Operating expenses increased from $2,922,383 in Q1 2024 to $4,074,702 in Q1 2025, driven by higher professional services and stock-based compensation expenses [171]. - Cash and cash equivalents rose from $1,029,244 in Q1 2024 to $4,268,368 in Q1 2025, indicating improved liquidity for operational funding [175]. - The company anticipates increased general and administrative expenses as it expands headcount to support business growth [168]. - Research and development costs are expected to rise in alignment with new strategic initiatives and collaborations [169]. - Interest expense decreased from $200,505 in Q1 2024 to $71,491 in Q1 2025 due to the satisfaction of the Purple Biotech convertible note [173]. - The change in fair value of derivative liabilities showed a significant increase from $34,875 in Q1 2024 to $596,120 in Q1 2025, reflecting market volatility and share price changes [174]. Operational Challenges - The company continues to face operational challenges due to the COVID-19 pandemic, impacting the launch and sales of its products [147]. Technological Advancements - The company acquired NexGenAI Affiliates Network Platform, enhancing its capabilities in AI-powered marketing and digital services [164][165]. - The company plans to utilize proprietary automation technologies to streamline client outreach and digital marketing operations [166].

Core Viewpoint - Halper Sadeh LLC is investigating potential violations of federal securities laws and breaches of fiduciary duties related to the mergers of Coeptis Therapeutics Holdings, Inc. and Pacific Premier Bancorp, Inc. [1][2] Group 1: Coeptis Therapeutics Holdings, Inc. - The investigation focuses on Coeptis Therapeutics Holdings, Inc. (NASDAQ: COEP) regarding its merger with Z Squared Inc. [1] - Shareholders of Coeptis are encouraged to learn about their legal rights and options related to the merger [1] Group 2: Pacific Premier Bancorp, Inc. - Pacific Premier Bancorp, Inc. (NASDAQ: PPBI) is being investigated in connection with its sale to Columbia Banking System, Inc. [2] - The sale involves an exchange ratio of 0.9150 of a share of Columbia common stock for each Pacific share [2] - Shareholders of Pacific are urged to understand their rights and options concerning the transaction [2] Group 3: Legal Representation and Actions - Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures, and other relief on behalf of shareholders [3] - The firm operates on a contingent fee basis, meaning shareholders would not incur out-of-pocket legal fees or expenses [3] - Shareholders can contact the firm for free consultations regarding their legal rights and options [4]

Group 1 - Monteverde & Associates PC is investigating Coeptis Therapeutics Holdings, Inc. regarding its proposed merger with Z Squared Inc., where Z Squared shareholders will receive equity in Coeptis in exchange for 9,000 U.S. based dogecoin mining machines [1] - Monteverde & Associates PC has a successful track record in recovering millions of dollars for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report [1] - The firm operates from the Empire State Building in New York City and emphasizes its national class action securities litigation capabilities [2][3] Group 2 - The firm encourages shareholders with concerns about Coeptis Therapeutics to seek additional information free of charge [3] - Monteverde & Associates PC highlights its litigation experience, including cases that have reached the U.S. Supreme Court [2]

Core Viewpoint - Coeptis Therapeutics Holdings, Inc. and Z Squared Inc. have entered into a definitive merger agreement, resulting in Z Squared becoming a wholly-owned subsidiary of Coeptis, with a focus on Dogecoin mining and a planned spin-out of Coeptis' biopharmaceutical operations [1][5][10] Company Overview - Coeptis Therapeutics is a biopharmaceutical and technology company that develops innovative cell therapy platforms for cancer, autoimmune, and infectious diseases [1][6] - Z Squared Inc. specializes in digital asset mining, primarily focusing on Dogecoin, which has a market capitalization exceeding $20 billion [2][10] Merger Details - The merger will involve a wholly-owned subsidiary of Coeptis merging with Z Squared, with Z Squared shareholders receiving equity in Coeptis in exchange for 9,000 U.S.-based Dogecoin mining machines [1] - The transaction is expected to close in the third quarter of 2025, pending regulatory approvals and shareholder consent [1] Leadership Changes - Post-merger, Z Squared executives will lead the combined entity, with David Halabu as CEO and Michelle Burke as COO [3][4] - Current Coeptis CEO Dave Mehalick will exit the Board of Directors upon closing [3] Strategic Focus - The combined company aims to create the largest publicly-traded entity in the U.S. focused on Dogecoin mining, targeting both retail and institutional investors [5] - Coeptis plans to maintain its biopharmaceutical operations separately after the merger, allowing continued involvement in both sectors [5]

Core Insights - COEPTIS, Inc. has established a new co-working technology hub in India in partnership with NexGenAI Solutions Group and Ishvara Tech Consulting LLP, aimed at enhancing access to AI, blockchain, biopharma, and defense technologies [1][2][3] Company Overview - COEPTIS is a pioneering technology firm focused on innovative biotechnology solutions, with a strong emphasis on developing advanced cell therapy platforms for various diseases [8][9] - The company has recently expanded its technology division, which includes AI-powered marketing software and robotic process automation tools acquired from NexGenAI Solutions Group [10] Strategic Initiatives - The new India hub will focus on several key initiatives, including Research & Development, AI marketing strategy execution, crypto strategy execution, and advanced blockchain applications [4] - The hub is designed to support the development and integration of the NXG Token across digital platforms, enhancing the blockchain ecosystem and exploring monetization strategies rooted in data analytics and automation [4] Recent Achievements - COEPTIS has recently acquired the NexGenAI Affiliates Network platform and signed contracts valued at $2.3 million, including a $600,000 deal with NUBURU, Inc., indicating strong demand for its AI-powered marketing software [3][4] Infrastructure and Facilities - The India hub features a 60-seat capacity, expandable to 100, with modern amenities including executive cabins, conference rooms, and high-speed fiber optic internet [6]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission File Number: 001-39669 Coeptis Therapeutics Holdings, Inc. (Exact name of registrant as specified in it ...