UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	Quarterly REPORT PURSUANT to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2023

☐ 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 incorporation or organization)	(I.R.S. Employer Identification No.)

105 Bradford Rd, Suite 420

Wexford, Pennsylvania 15090

(724) 934-6467

coeptistx.com

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.0001 per share	COEP	Nasdaq Global Market
Warrants, each whole warrant exercisable for one-half of one share of Common Stock for $11.50 per whole share	COEPW	Nasdaq Global Market

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001 per share

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ¨	Accelerated Filer ¨
Non-accelerated Filer x	Smaller Reporting Company x
	Emerging Growth Company x

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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b)-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

The number of shares outstanding of the registrant’s common stock, par value $0.0001 per share, as of May 12, 2023, was 21,441,036.

COEPTIS THERAPEUTICS, INC.

FORM 10-Q

For the Quarter Ended March 31, 2023

TABLE OF CONTENTS

PART I -- FINANCIAL INFORMATION

Item 1.

Unaudited Financial Statements

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Operations	4

	Condensed Consolidated Statements of Stockholders' Equity (Deficit)	5

	Condensed Consolidated Statements of Cash Flows	6

	Condensed Consolidated Notes to Financial Statements	7

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II -- OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibits

SIGNATURES

PART I — FINANCIAL INFORMATION

Item 1.

Unaudited Financial Statements

COEPTIS THERAPEUTICS HOLDINGS, INC. formerly known as BULHORN HOLDINGS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


ASSETS
	As of
	March 31, 2023			December 31, 2022
CURRENT ASSETS
Cash	$	2,106,832		$	3,791,302
Accounts receivable		–			8,075
Prepaid assets, current portion		169,148			142,356
TOTAL CURRENT ASSETS		2,275,980			3,941,733

PROPERTY AND EQUIPMENT
Furniture and fixtures		25,237			25,237
Less: accumulated depreciation		13,004			12,695
Furniture and fixtures, net		12,233			12,542

OTHER ASSETS
Prepaid insurance		300,832			348,333
License right, net of accumulated amortization		3,304,167			3,554,167
Right of use asset, net of accumulated amortization		49,065			58,914
Total other assets		3,654,064			3,961,414
TOTAL ASSETS	$	5,942,277		$	7,915,689

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	242,453		$	99,021
Accrued expenses		205,044			181,998
Notes payable, current portion		1,500,000			1,500,000
Right of use liability, current portion		31,561			41,618
TOTAL CURRENT LIABILITIES		1,979,058			1,822,637

LONG TERM LIABILITIES
Note payable		150,000			150,000
Derivative liability warrants		2,512,500			1,125,000
Right of use liability, non-current portion		14,723			14,723
TOTAL LONG TERM LIABILITIES		2,677,223			1,289,723
TOTAL LIABILITIES		4,656,281		$	3,112,360

COMMITMENTS AND CONTINGENCIES (NOTE 6)		–			–

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, -0- and -0- shares issued and outstanding, respectively		–			–
Common stock, $0.0001 par value, 150,000,000 shares authorized, 20,941,036 shares issued and outstanding at March 31, 2023, and 19,566,839 shares outstanding at December 31, 2022		2,094			1,957
Additional paid-in capital		74,171,869			70,541,095
Common stock subscribed		720,000			–
Accumulated deficit		(73,607,967	)		(65,739,723	)
TOTAL STOCKHOLDERS' EQUITY		1,285,996			4,803,329
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	5,942,277		$	7,915,689

The accompanying notes are an integral part of the consolidated financial statements.

COEPTIS THERAPEUTICS HOLDINGS, INC. formerly known as BULL HORN HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	3 Months Ended
	March 31, 2023			March 31, 2022
SALES
Consulting services	$	–		$	–
Sales		–			–
Total sales		–			–
Cost of goods, including inventory obsolescence		–			–
Gross profit		–			–

COST OF OPERATIONS
Research and development		25,740			–
General and administrative expenses		6,423,622			15,715,315
Total operating expenses		6,449,362			15,715,315

LOSS FROM OPERATIONS		(6,449,362	)		(15,715,315	)

OTHER INCOME (EXPENSE)

Interest expense		(31,417	)		(55,819	)
Other income		35			–
Change in fair value of derivative liability warrants		(1,387,500	)		–
Loss on extinguishment of debt		–			(3,408,559	)
TOTAL OTHER EXPENSE, NET		(1,418,882	)		(3,464,378	)

LOSS BEFORE INCOME TAXES		(7,868,244	)		(19,179,693	)

PROVISION FOR INCOME TAXES (BENEFIT)		–			–
NET LOSS	$	(7,868,244	)	$	(19,179,693	)

LOSS PER SHARE

Loss per share, basic and fully diluted	$	(0.39	)	$	(1.52	)

Weighted average number of common shares outstanding		20,084,169			12,606,099

The accompanying notes are an integral part of the consolidated financial statements.

COEPTIS THERAPEUTICS HOLDINGS, INC. formerly known as BULL HORN HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(Unaudited)

ADDITIONAL

COMMON

PREFERRED STOCK

COMMON STOCK

PAID-IN

STOCK

TREASURY

ACCUMULATED

AMOUNT

CAPITAL

SUBSCRIBED

STOCK

DEFICIT

TOTAL

BALANCE AT DECEMBER 31, 2021*

8,000

SEC Form 10-Q filed by Bull Horn Holdings Corp.