Core Insights - Coeptis Therapeutics is implementing a dual-track model to foster innovation while minimizing reliance on dilutive funding [1][2] - The company is generating revenue alongside its research efforts, demonstrating a sustainable business model in the biotech sector [3][10] Financial Performance - In Q2 2025, Coeptis reported revenue of $200,681 while advancing its GEAR Cell Therapy Platform [3] - The cash position increased from $532,885 at the end of 2024 to $1,996,726 by June 30, 2025, indicating revenue growth rather than dilution [4] - Operating expenses rose to $4.67 million in Q2 2025 from $2.83 million a year earlier, attributed to repositioning costs [9] Market Position - The global cell therapy market is expected to grow from $5.88 billion in 2024 to $44.39 billion by 2034, presenting opportunities for companies with innovative technologies [5] - Coeptis secured exclusive worldwide rights to the GEAR Cell Therapy Platform from Karolinska Institutet, enhancing its NK cell research capabilities [6] Investment Appeal - Hybrid business models are attractive to investors as they reduce dilution risk while maintaining upside potential [7] - Coeptis successfully completed a $10 million Series A preferred stock offering in February 2025, followed by a private placement targeting $2.5–$5 million in July [7] Strategic Operations - The company is managing the complexity of dual-track operations through strategic restructuring, including a pending merger with Z Squared [8] - This merger will allow Coeptis to focus on biotechnology operations while retaining technology assets, enhancing management efficiency [8]

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Unaudited Financial Statements](index=3&type=section&id=Item%201.%20Unaudited%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements of Coeptis Therapeutics Holdings, Inc. for the quarter ended June 30, 2025, including balance sheets, statements of operations, stockholders' equity, and cash flows, along with detailed notes explaining the company's business, accounting policies, and financial instruments [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the company's financial position, detailing assets, liabilities, and stockholders' equity at specific dates Condensed Consolidated Balance Sheets (as of June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :-------------- | | **ASSETS** | | | | Total Current Assets | $3,694,935 | $1,051,292 | | Total Other Assets | $8,486,377 | $7,846,908 | | **TOTAL ASSETS** | **$12,191,479** | **$8,908,660** | | **LIABILITIES** | | | | Total Current Liabilities | $4,475,225 | $4,513,309 | | Total Long Term Liabilities | $636,124 | $528,125 | | **TOTAL LIABILITIES** | **$5,111,349** | **$5,041,434** | | **STOCKHOLDERS' EQUITY** | | | | Total Stockholders' Equity | $7,080,130 | $3,867,226 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section details the company's financial performance, including sales, gross profit, operating expenses, and net loss for the specified periods Condensed Consolidated Statements of Operations (Three Months Ended June 30) | Metric | June 30, 2025 | June 30, 2024 | | :-------------------------------- | :------------ | :------------ | | Sales | $200,681 | $0 | | Gross profit | $155,524 | $0 | | Total cost of operations | $4,676,738 | $2,828,102 | | Loss from operations | $(4,521,214) | $(2,828,102) | | Total other income (expense), net | $186,628 | $(207,243) | | Net loss | $(4,334,586) | $(3,035,345) | | Loss per share, basic and diluted | $(1.17) | $(0.08) | Condensed Consolidated Statements of Operations (Six Months Ended June 30) | Metric | June 30, 2025 | June 30, 2024 | | :-------------------------------- | :------------ | :------------ | | Sales | $263,555 | $0 | | Gross profit | $173,242 | $0 | | Total cost of operations | $8,751,440 | $5,750,485 | | Loss from operations | $(8,578,198) | $(5,750,485) | | Total other income (expense), net | $822,671 | $(286,248) | | Net loss | $(7,755,527) | $(6,036,733) | | Loss per share, basic and diluted | $(2.29) | $(0.17) | [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) This section outlines changes in the company's equity, including capital raises, debt conversions, stock-based compensation, and net loss, over the reporting period Key Changes in Stockholders' Equity (Six Months Ended June 30, 2025) | Item | Change | | :-------------------------------- | :------------ | | Balance at December 31, 2024 | $3,867,226 | | Series A Preferred Stock Offering | $5,330,000 | | Pre-funded warrants exercise | $500 | | Debt converted to equity | $1,253,112 | | Shares Issued for Services | $2,382,569 | | Stock based compensation | $788,753 | | Net loss | $(7,755,527) | | Balance at June 30, 2025 | $7,080,130 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the company's cash inflows and outflows from operating, investing, and financing activities, showing the net change in cash over the period Condensed Consolidated Statements of Cash Flows (Six Months Ended June 30) | Activity | June 30, 2025 | June 30, 2024 | | :-------------------------------- | :------------ | :------------ | | Net cash used in operating activities | $(4,762,909) | $(3,320,121) | | Net cash used in investing activities | $0 | $(100,000) | | Net cash provided by financing activities | $6,226,750 | $3,506,062 | | Net increase (decrease) in cash | $1,463,841 | $85,941 | | Cash at end of period | $1,996,726 | $1,555,075 | [Condensed Consolidated Notes to Unaudited Financial Statements](index=11&type=section&id=Condensed%20Consolidated%20Notes%20to%20Unaudited%20Financial%20Statements) This section provides detailed explanations and disclosures regarding the company's accounting policies, financial instruments, and other significant financial information [NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION](index=11&type=section&id=NOTE%201%20%E2%80%93%20DESCRIPTION%20OF%20BUSINESS%20AND%20BASIS%20OF%20PRESENTATION) Coeptis Therapeutics Holdings, Inc. operates as a biopharmaceutical and technology company through its subsidiaries. The biopharmaceutical division develops cell therapy platforms for various diseases, while the technology division focuses on AI-powered marketing software and robotic process automation. The company completed a 20-1 reverse stock split on December 31, 2024, retrospectively applied to all financial statements - Coeptis is a biopharmaceutical and technology company. The biopharmaceutical division develops innovative cell therapy platforms for cancer, autoimmune, and infectious diseases. The technology division features AI-powered marketing software and robotic process automation tools[20](index=20&type=chunk) - The company operates through wholly-owned subsidiaries Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc., and Coeptis Pharmaceuticals, LLC, and majority-owned subsidiaries SNAP Biosciences, Inc. and GEAR Therapeutics, Inc[19](index=19&type=chunk)[22](index=22&type=chunk) - A **20-1 reverse stock split** of issued and outstanding common stock was completed on December 31, 2024, and retrospectively applied to all share and per-share amounts[23](index=23&type=chunk) [NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the company's significant accounting policies, including the use of estimates, employee and non-employee share-based compensation, revenue recognition, accounts receivable, investments, and marketable securities. It also highlights a going concern issue due to accumulated deficit and net losses, indicating reliance on future capital raises - Revenue is recognized when control of promised goods and services is transferred to customers, primarily from data research, advertising campaigns via cold emails and social media, and webinar services[29](index=29&type=chunk)[30](index=30&type=chunk) Revenue Recognition (Six Months Ended June 30, 2025) | Service Type | Revenue | | :-------------------------------- | :------------ | | Advertising campaigns | $218,555 | | Webinar services | $45,000 | | **Total Sales** | **$263,555** | - The company had an accumulated deficit of **$105,989,201** and a net loss of **$7,755,527** for the six months ended June 30, 2025, raising **substantial doubt about its ability to continue as a going concern**. Management plans to raise additional capital through equity or debt[37](index=37&type=chunk) [NOTE 3 – CO-DEVELOPMENT RIGHTS](index=13&type=section&id=NOTE%203%20%E2%80%93%20CO-DEVELOPMENT%20RIGHTS) The company terminated a license agreement with Purple Biotech and secured exclusive worldwide development and commercialization rights to the GEAR™ Cell Therapy Platform from Vy-Gen-Bio, Inc. This platform is a first-in-class approach for modifying cancer-targeting immune cells - The license termination agreement with Purple Biotech for the Consensi product was executed in September 2021, and the outstanding convertible note balance of **$218,750** was **paid in full** during Q1 2025[38](index=38&type=chunk) - In March 2025, Coeptis licensed **exclusive worldwide development and commercialization rights** to the GEAR™ (Gene Edited Antibody Resistant) Cell Therapy Platform from Vy-Gen-Bio, Inc., committing to a **$100,000 license fee** by August 1, 2025, plus future milestone and royalty payments[42](index=42&type=chunk) Co-Development Rights (as of June 30, 2025) | Metric | Amount | | :-------------------------------- | :------------ | | Total gross capitalized Co-Development rights | $5,291,667 | | Accumulated amortization | $(4,237,500) | | **Net carrying amount** | **$1,054,167** | [NOTE 4 – NOTES PAYABLE](index=14&type=section&id=NOTE%204%20%E2%80%93%20NOTES%20PAYABLE) The company has an outstanding convertible promissory note of $100,000 for legal services, which was in default as of June 30, 2025 - An outstanding convertible promissory note of **$100,000** for legal services was **in default** as of June 30, 2025[45](index=45&type=chunk) [NOTE 5 – CONVERTIBLE NOTES](index=15&type=section&id=NOTE%205%20%E2%80%93%20CONVERTIBLE%20NOTES) The Purple Biotech convertible note was fully satisfied in Q1 2025. The company entered into a Standby Equity Purchase Agreement (SEPA) with Yorkville, which included a convertible promissory note (YA Note-1) that was fully converted into common stock during the six months ended June 30, 2025. A new convertible note (YA Note-2) was issued to Yorkville in January 2025 - The **$218,750** outstanding principal balance of the Purple Biotech convertible note was **paid in full** during the quarter ended March 31, 2025[46](index=46&type=chunk) - Yorkville converted the entire outstanding principal balance of **$1,304,758** on YA Note-1, along with **$52,505** of accrued interest, into **233,500 shares** of common stock during the six months ended June 30, 2025[49](index=49&type=chunk) - A new convertible promissory note (YA Note-2) for **$1,100,000** was entered into with Yorkville on January 16, 2025, bearing **8% annual interest** and maturing on December 31, 2025[55](index=55&type=chunk) Derivative Liability Fair Value | Date | Fair Value | | :-------------------------------- | :------------ | | December 31, 2024 | $1,041,484 | | June 30, 2025 | $0 | | Change in fair value (6 months ended June 30, 2025) | $(906,429) | | Extinguishment of fair value of liability | $(135,055) | [NOTE 6 – SBA LOAN PAYABLE](index=18&type=section&id=NOTE%206%20%E2%80%93%20SBA%20LOAN%20PAYABLE) The company has an outstanding SBA Economic Injury Disaster Loan (EIDL) of $150,000, received in July 2020, with interest accruing at 3.75% per annum - The balance of the SBA EIDL loan is **$150,000** as of June 30, 2025, and December 31, 2024, with interest at **3.75% per annum**[60](index=60&type=chunk) [NOTE 7 – DERIVATIVE LIABILITY WARRANTS](index=18&type=section&id=NOTE%207%20%E2%80%93%20DERIVATIVE%20LIABILITY%20WARRANTS) The company accounts for its Public Warrants and Private Placement Warrants as derivative liabilities, measured at fair value using a binomial lattice model. The fair value of these warrants increased from $359,250 at December 31, 2024, to $467,250 at June 30, 2025 - The company has **375,000 Public Warrants** and **187,500 Private Placement Warrants** outstanding, adjusted for a **20-1 reverse stock split**[61](index=61&type=chunk) - Public Warrants and Private Placement Warrants are accounted for as derivative liabilities and measured at fair value using a binomial lattice model[66](index=66&type=chunk)[67](index=67&type=chunk) Derivative Liability Warrants Fair Value | Description | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :-------------- | | Warrant Liability – Public Warrants | $216,000 | $165,000 | | Warrant Liability – Private Placement Warrants | $251,250 | $194,250 | | **Total** | **$467,250** | **$359,250** | [NOTE 8 – CAPITAL STRUCTURE](index=20&type=section&id=NOTE%208%20%E2%80%93%20CAPITAL%20STRUCTURE) The company's capital structure includes 150,000,000 authorized common shares and 10,000,000 authorized preferred shares. As of June 30, 2025, 4,166,713 common shares and 625 Series A preferred shares were outstanding. The company completed a $10.0 million Series A preferred stock offering and entered into a Standby Equity Purchase Agreement (SEPA) with Yorkville for up to $20.0 million in common stock sales Common and Preferred Stock Outstanding | Stock Type | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :-------------- | | Common Stock | 4,166,713 shares | 2,116,191 shares | | Preferred Stock (Series A) | 625 shares | 6,250 shares | - The company completed its **$10.0 million Series A preferred stock offering** on February 6, 2025. Throughout the six months ended June 30, 2025, **9,375 shares** of the **10,000 Series A preferred shares** were converted to common stock[79](index=79&type=chunk) - The company entered into a Standby Equity Purchase Agreement (SEPA) with Yorkville on November 1, 2024, allowing the sale of **up to $20,000,000 of common stock**, subject to limitations[97](index=97&type=chunk) [NOTE 9 – NON-CONTROLLING INTEREST](index=26&type=section&id=NOTE%209%20%E2%80%93%20NON-CONTROLLING%20INTEREST) Non-controlling interest of $984,300 was recorded at June 30, 2025, due to the Series A preferred stock offering, which granted Series A Investors a 15% non-voting equity ownership in SNAP Biosciences, Inc. and GEAR Therapeutics, Inc - Non-controlling interest of **$984,300** was recorded at June 30, 2025, reflecting the **15% non-voting equity ownership** of Series A Investors in SNAP Biosciences, Inc. and GEAR Therapeutics, Inc[104](index=104&type=chunk) [NOTE 10 – INVESTMENTS](index=26&type=section&id=NOTE%2010%20%E2%80%93%20INVESTMENTS) The company holds investments in privately held companies, totaling $6,941,083 at June 30, 2025, primarily from settling subscription receivables and master services agreements. It also recorded marketable securities of $600,000 from a customer contract, with an unrealized gain of $390,566 Investments (as of June 30, 2025 vs. December 31, 2024) | Investment Type | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :-------------- | | Investments in privately held companies | $6,941,083 | $5,691,084 | | Marketable securities | $990,566 | $0 | | Unrealized gain on marketable securities (6 months ended June 30, 2025) | $390,566 | N/A | - Investments in privately held companies were acquired through the satisfaction of subscription receivables and master services agreements for access to the NexGenAI Affiliates Network platform[105](index=105&type=chunk) [NOTE 11 – COMMITMENTS AND CONTINGENCIES](index=27&type=section&id=NOTE%2011%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) The company has an operating lease for office space extending to May 2026. It holds exclusive license agreements with the University of Pittsburgh for SNAP-CAR T-cell and NK cell technology, and with Deverra Therapeutics for an allogeneic stem cell expansion platform. SNAP Biosciences also entered a grant agreement with Karolinska Institutet and a license agreement with Monarch Therapeutics. The company has master services agreements for its NexGenAI platform - The office lease was extended to May 31, 2026, with monthly rent increasing from **$3,805** to **$3,860**[107](index=107&type=chunk) - **Exclusive license agreements** with the University of Pittsburgh for SNAP-CAR T-cell and NK cell technology involve annual maintenance fees and potential milestone/royalty payments[110](index=110&type=chunk)[113](index=113&type=chunk) - SNAP Biosciences entered a grant agreement with Karolinska Institutet for pre-clinical and clinical development, with quarterly payments of **$105,000**, and a license agreement with Monarch Therapeutics for small-molecule adaptor-based technology[111](index=111&type=chunk)[112](index=112&type=chunk) - The company entered into one-year Master Services Agreements with five customers on December 31, 2024, to provide access to the NexGenAI Affiliates Network platform, with a **total contract value of approximately $1.6 million**[119](index=119&type=chunk) [NOTE 12 – 401(k) PROFIT-SHARING PLAN](index=29&type=section&id=NOTE%2012%20%E2%80%93%20401(k)%20PROFIT-SHARING%20PLAN) The company sponsors a 401(k) profit-sharing plan for eligible employees, but no employer contributions were made during the six months ended June 30, 2025, or 2024 - The company sponsors a **401(k) profit-sharing plan**; **no employer contributions** were made during the six months ended June 30, 2025, and 2024[120](index=120&type=chunk) [NOTE 13 – INCOME TAXES](index=29&type=section&id=NOTE%2013%20%E2%80%93%20INCOME%20TAXES) No income tax expense or benefit was recognized for the six months ended June 30, 2025, and 2024, as the company maintains a full valuation allowance on its deferred tax assets due to a lack of sustained profitable operations - **No income tax expense or benefit** was recognized for the six months ended June 30, 2025, and 2024, due to a **full valuation allowance** on deferred tax assets[121](index=121&type=chunk) [NOTE 14 – RELATED PARTY TRANSACTION](index=30&type=section&id=NOTE%2014%20%E2%80%93%20RELATED%20PARTY%20TRANSACTION) The company engaged in a transaction with AG Bio Life Capital I LP, where an employee is the general partner, which was settled by transferring shares in a privately held company. Additionally, the CEO and CFO hold ownership interests in certain privately held companies where the company also has investments - A transaction with AG Bio Life Capital I LP, a related party, was settled by transferring **$522,667** in shares of a privately held company[122](index=122&type=chunk) - The company's CEO and CFO hold ownership interests in certain privately held companies in which the company also has investments[123](index=123&type=chunk) [NOTE 15 – INTANGIBLE ASSETS](index=30&type=section&id=NOTE%2015%20%E2%80%93%20INTANGIBLE%20ASSETS) On December 19, 2024, the company acquired the assets of NexGenAI Affiliates Network Platform, including AI-powered marketing software and robotic process automation capabilities, for 187,500 shares of common stock valued at $541,875, recorded as intangible assets - The company acquired NexGenAI Affiliates Network Platform assets, including AI-powered marketing software, for **187,500 shares** of common stock (**$541,875**), recorded as intangible assets[124](index=124&type=chunk)[125](index=125&type=chunk) [NOTE 16 – SEGMENT REPORTING](index=30&type=section&id=NOTE%2016%20%E2%80%93%20SEGMENT%20REPORTING) Effective 2024, the company operates in two segments: Biotechnology (non-revenue generating, focused on product pipeline development) and Technology (revenue generating, focused on advanced technologies like AI-powered marketing software) - Effective 2024, the company operates in two segments: Biotechnology (non-revenue generating) and Technology (revenue generating)[126](index=126&type=chunk) Segment Assets (as of June 30, 2025 vs. December 31, 2024) | Segment | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :-------------- | | Biotechnology Segment | $9,083,207 | $8,366,785 | | Technology Segment | $2,692,129 | $541,875 | Segment Sales and Net Loss from Operations (Six Months Ended June 30, 2025) | Segment | Sales | Net Loss from Operations | | :-------------------------------- | :------------ | :----------------------- | | Technology Segment | $263,555 | $(8,428,087) | | Biotechnology Segment | $0 | $(150,111) | | **Consolidated** | **$263,555** | **$(8,578,198)** | [NOTE 17 – PENDING MERGER TRANSACTION](index=32&type=section&id=NOTE%2017%20%E2%80%93%20PENDING%20MERGER%20TRANSACTION) On April 25, 2025, the company entered into a merger agreement with Z Squared, Inc., which involves a spin-out of Coeptis' biotechnology operations to its stockholders and Z Squared becoming a wholly-owned subsidiary. The merger is expected to close in 2025 - The company entered into a Merger Agreement with Z Squared, Inc. on April 25, 2025[131](index=131&type=chunk) - The transaction includes a spin-out of Coeptis' biotechnology operations to its stockholders and Z Squared becoming a wholly-owned subsidiary[132](index=132&type=chunk)[134](index=134&type=chunk) [NOTE 18 – SUBSEQUENT EVENTS](index=32&type=section&id=NOTE%2018%20%E2%80%93%20SUBSEQUENT%20EVENTS) Subsequent events after June 30, 2025, include the commencement of a private placement common stock offering ($2.5M-$5M), Yorkville's conversion of the January 2025 convertible note into 158,582 common shares, an amendment to a consulting agreement by offsetting a $125,000 subscription receivable, and the conversion of the final 625 Series A preferred shares to common stock - On July 11, 2025, the company commenced a private placement common stock offering with a minimum of **$2,500,000** and a maximum of **$5,000,000**[137](index=137&type=chunk) - On July 14, 2025, Yorkville converted **$1,143,397** of the January 2025 convertible promissory note into **158,582 shares** of common stock[139](index=139&type=chunk) - On July 29, 2025, the final **625 shares** of Series A preferred stock were converted to common stock[141](index=141&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial condition, results of operations, cash flows, and liquidity for the periods presented. It highlights the company's strategic shift towards biopharmaceutical and technology segments, the impact of the NexGenAI platform on revenue, and the ongoing efforts to raise capital [Overview and Outlook](index=34&type=section&id=Overview%20and%20Outlook) Coeptis is a biopharmaceutical and technology company focused on cell therapy technologies. It has shifted away from generic products and is investing in innovative products. The company faced operational challenges due to the COVID-19 pandemic, which impacted product launches and sales - The company is a biopharmaceutical and technology company that owns, acquires, and develops cell therapy technologies for cancer and other diseases[150](index=150&type=chunk) - Coeptis has moved away from commercializing generic products, having divested ANDA products in 2019 and abandoned activities related to previously commercialized 505b2 products due to COVID-19 impacts[150](index=150&type=chunk)[151](index=151&type=chunk) [Biotechnology Segment](index=35&type=section&id=Biotechnology%20Segment) The Biotechnology Segment focuses on developing CD38-GEAR-NK (an autologous NK cell therapeutic for CD38-related cancers) and CD38-Diagnostic (an in vitro screening tool) with Vy-Gen-Bio, Inc. The company recently secured exclusive worldwide rights to the GEAR™ Cell Therapy Platform. It also has licensing arrangements with Deverra Therapeutics for an allogeneic stem cell expansion platform - CD38-GEAR-NK is an autologous, gene-edited, NK cell-based therapeutic designed to protect CD38+ NK cells from destruction by anti-CD38 monoclonal antibodies, targeting CD38-related cancers like multiple myeloma[153](index=153&type=chunk)[160](index=160&type=chunk) - CD38-Diagnostic is an in vitro diagnostic tool to identify cancer patients suitable for anti-CD38 mAb therapy, designated as a Class II device by the FDA[156](index=156&type=chunk)[159](index=159&type=chunk) - In March 2025, the company licensed **exclusive worldwide development and commercialization rights** to the GEAR™ Cell Therapy Platform from Vy-Gen-Bio, Inc[163](index=163&type=chunk) - The company entered an exclusive licensing arrangement with Deverra Therapeutics Inc. for a proprietary allogeneic stem cell expansion and directed differentiation platform, including two IND applications and Phase 1 clinical trial programs[164](index=164&type=chunk) [Technology Segment](index=37&type=section&id=Technology%20Segment) The Technology Segment was established through the acquisition of the NexGenAI Affiliates Network Platform in December 2024. This platform provides AI-powered marketing software and robotic process automation capabilities, enabling the company to offer managed digital marketing services - The company acquired the NexGenAI Affiliates Network Platform in December 2024, which includes AI-powered marketing software and robotic process automation capabilities[168](index=168&type=chunk) - The platform supports managed digital marketing services such as lead generation, content marketing, social media marketing, and marketing analytics[169](index=169&type=chunk) [Our Results of Operations](index=37&type=section&id=Our%20Results%20of%20Operations) The company has generated minimal revenue primarily from consulting and product sales, with uncertainty regarding future sales covering expenses. Operating expenses, particularly general and administrative, are expected to increase due to business growth and public company operations, while research and development costs will depend on strategic collaborations - Revenue has been minimal, mostly from consulting arrangements and product sales, with uncertainty about current marketed products generating sufficient sales to cover expenses[171](index=171&type=chunk) - General and administrative expenses are expected to increase due to business growth, increased headcount, and costs associated with operating as a public company[172](index=172&type=chunk) - Research and development costs are expected to increase to support new strategic initiatives and collaborations[173](index=173&type=chunk) [Comparison of the three months ended June 30, 2025 and June 30, 2024](index=37&type=section&id=Comparison%20of%20the%20three%20months%20ended%20June%2030%2C%202025%20and%20June%2030%2C%202024) For the three months ended June 30, 2025, revenues remained minimal but started generating from the NexGenAI platform. Operating expenses increased significantly, driven by professional services related to the Merger Agreement, while stock-based compensation and R&D expenses decreased. The company recognized a gain from the change in fair value of derivative liabilities - Revenues remained minimal but started generating from the NexGenAI platform in Q1 2025[174](index=174&type=chunk) Operating Expenses (Three Months Ended June 30) | Expense Type | June 30, 2025 | June 30, 2024 | Change (YoY) | | :-------------------------------- | :------------ | :------------ | :----------- | | Total Operating Expenses | $4,676,738 | $2,828,102 | +65.3% | | Professional services expense | $2,975,620 | $864,588 | +244.2% | | Stock based compensation expense | $191,021 | $611,570 | -68.8% | | Research and development expense | $290,309 | $398,817 | -27.3% | Change in Fair Value of Derivative Liabilities (Three Months Ended June 30) | Period | Amount | | :-------------------------------- | :------------ | | June 30, 2025 | $202,310 (gain) | | June 30, 2024 | $(149,250) (loss) | [Comparison of the six months ended June 30, 2025 and June 30, 2024](index=38&type=section&id=Comparison%20of%20the%20six%20months%20ended%20June%2030%2C%202025%20and%20June%2030%2C%202024) For the six months ended June 30, 2025, revenues increased significantly due to the Technology segment. Operating expenses rose, primarily from professional services, while interest expense decreased. The company recorded a substantial gain from the change in fair value of derivative liabilities Revenues (Six Months Ended June 30) | Period | Amount | | :-------------------------------- | :------------ | | June 30, 2025 | $263,555 | | June 30, 2024 | $0 | | **Change (YoY)** | **+$263,555** | Operating Expenses (Six Months Ended June 30) | Expense Type | June 30, 2025 | June 30, 2024 | Change (YoY) | | :-------------------------------- | :------------ | :------------ | :----------- | | Total Operating Expenses | $8,751,440 | $5,750,485 | +52.2% | | Professional services expense | $5,301,187 | $2,045,087 | +159.2% | | Stock based compensation expense | $788,752 | $708,459 | +11.3% | | Research and development expense | $376,968 | $1,175,886 | -67.9% | Interest Expense (Six Months Ended June 30) | Period | Amount | | :-------------------------------- | :------------ | | June 30, 2025 | $(139,279) | | June 30, 2024 | $(266,561) | | **Change (YoY)** | **-47.8%** | Change in Fair Value of Derivative Liabilities (Six Months Ended June 30) | Period | Amount | | :-------------------------------- | :------------ | | June 30, 2025 | $798,430 (gain) | | June 30, 2024 | $(114,375) (loss) | [Financial Resources and Liquidity](index=39&type=section&id=Financial%20Resources%20and%20Liquidity) The company's cash and cash equivalents increased to $1,996,726 at June 30, 2025, from $1,555,075 at June 30, 2024. Management plans to increase liquidity through equity transactions to fund operations and execute its operating strategy Cash and Cash Equivalents | Period | Amount | | :-------------------------------- | :------------ | | June 30, 2025 | $1,996,726 | | June 30, 2024 | $1,555,075 | | **Change (YoY)** | **+$441,651** | - The company believes that raising capital through equity transactions in 2025 will **increase liquidity** and enable the execution of management's operating strategy[183](index=183&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Coeptis Therapeutics Holdings, Inc. is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is **not required to provide quantitative and qualitative disclosures about market risk**[184](index=184&type=chunk) [Item 4. Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the effectiveness of the company's disclosure controls and procedures as of June 30, 2025. Following remediation efforts for previously identified material weaknesses in internal control over financial reporting, they concluded that the disclosure controls and procedures were effective - The company's management, including the CEO and CFO, concluded that disclosure controls and procedures were **effective** as of June 30, 2025[188](index=188&type=chunk) - Remediation efforts for self-identified material weaknesses in internal control over financial reporting as of December 31, 2023, included hiring additional resources, documenting accounting policies, and adopting processes for timely financial statement close and secondary reviews[186](index=186&type=chunk)[187](index=187&type=chunk) [PART II – OTHER INFORMATION](index=40&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=40&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a defendant in any litigation or threatened litigation that could materially affect its condensed consolidated financial statements - The company is **not a defendant in any material legal proceedings**[192](index=192&type=chunk) [Item 1A. Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) For a comprehensive discussion of risk factors that could materially affect the company's business, financial condition, or future results, readers are directed to Part I, 'Item 1A. Risk Factors' in the Annual Report on Form 10-K for the year ended December 31, 2024 - Readers should refer to the Annual Report on Form 10-K for the year ended December 31, 2024, for a comprehensive discussion of risk factors[193](index=193&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) All prior sales of unregistered securities have been properly disclosed in previous SEC filings - All prior sales of unregistered securities have been **properly disclosed** in prior SEC filings[194](index=194&type=chunk) [Item 3. Defaults Upon Senior Securities](index=40&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable to the company - This item is **not applicable**[195](index=195&type=chunk) [Item 4. Mine Safety Disclosures](index=40&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is **not applicable**[196](index=196&type=chunk) [Item 5. Other Information](index=40&type=section&id=Item%205.%20Other%20Information) During the quarter ended June 30, 2025, no director or officer of the company adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' - **No director or officer adopted or terminated** a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' during the quarter ended June 30, 2025[197](index=197&type=chunk) [Item 6. Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of this Form 10-Q, including certifications from the Chief Executive Officer and Chief Financial Officer, and various XBRL taxonomy extension documents - Exhibits include Rule 13a-14(a)/15(d)-14(a) Certifications, Section 1350 Certifications from the CEO and CFO, and XBRL Instance, Schema, Calculation, Definition, Label, and Presentation Linkbase documents[198](index=198&type=chunk) [SIGNATURES](index=41&type=section&id=SIGNATURES) [SIGNATURES](index=41&type=section&id=SIGNATURES) The report is duly signed on behalf of Coeptis Therapeutics Holdings, Inc. by David Mehalick, Chief Executive Officer, and Brian Cogley, Chief Financial Officer, on August 14, 2025 - The report is signed by David Mehalick, Chief Executive Officer, and Brian Cogley, Chief Financial Officer, on August 14, 2025[200](index=200&type=chunk)

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]