Coeptis Therapeutics Inc SEC Filings

Coeptis Therapeutics Holdings, Inc. filed Prospectus Supplement No. 9 to its November 29, 2023 prospectus, covering the resale of up to 12,080,000 shares of common stock by selling stockholders. The supplement also attaches the company’s Form 10‑Q for the quarter ended September 30, 2025.

The registered resale shares consist of:

• 6,527,000 currently issued shares
• 1,223,000 shares issuable upon exercise of pre‑funded warrants
• 2,000,000 shares issuable upon exercise of Series A Warrants
• 2,000,000 shares issuable upon exercise of Series B Warrants
• 210,000 shares issuable upon exercise of underwriter warrants from the June 2023 offering
• 120,000 shares issuable upon exercise of placement agent warrants from the October 2023 private placement

The company states the registration is to satisfy registration rights granted to selling stockholders. As context, shares outstanding were 5,340,111 as of November 11, 2025. The common stock trades on Nasdaq under “COEP,” and the reported closing price was $14.15 on November 13, 2025.

Coeptis Therapeutics Holdings (COEP) filed its Q3 2025 report, showing the first meaningful revenue from its technology segment. Sales were $237,441 in the quarter and $500,996 year-to-date, producing Q3 gross profit of $192,286.

Costs remained heavy as the company builds its biopharma and tech platforms: Q3 operating expenses were $2.67M, leading to a loss from operations of $2.48M and a net loss of $2.90M (nine‑month net loss $10.65M). Cash improved to $4.91M at September 30, 2025, up from $0.53M at year‑end, driven by financing inflows of $11.29M year‑to‑date (including a Q3 private placement of 436,467 shares for $5.0M). Operating cash use was $6.92M year‑to‑date.

The company reported $1.46M in customer deposits and completed the exclusive GEAR cell therapy license, paying $400,000 in 2025 with future milestones. Equity activity was significant: common shares outstanding rose to 5,157,611 at September 30, 2025, and 5,340,111 as of November 11, 2025. Management disclosed that recurring losses and an accumulated deficit of $108.38M raise substantial doubt about continuing as a going concern, with plans to seek additional financing.

Coeptis Therapeutics Holdings, Inc. is soliciting stockholder approval for a merger in which a wholly owned subsidiary of Coeptis will merge with and into Z Squared Inc. under a Merger Agreement dated April 25, 2025. The proxy/prospectus seeks approval for seven proposals including the Merger, a Spin Out of certain biopharmaceutical operations, a corporate name change to Z Squared Inc., a new equity incentive plan, board composition, option repricing, and an adjournment proposal. Sun Business Valuations LLC provided a fairness opinion, dated May 12, 2025, that the Merger is financially fair to Coeptis stockholders. The filing discloses a possible termination fee of $5.0 million and numerous closing conditions (antitrust, regulatory consents, Nasdaq listing continuation and SEC effectiveness).

Pro forma highlights show combined operating losses: Coeptis six-month net loss of $7.8M and Z Squared six-month net loss of $10.9M, pro forma adjustments include recognition of $63.1M goodwill/intangible uplift and the contribution of 9,000 mining machines by related party. The filing also discloses a substantial doubt about going concern and risks tied to crypto market volatility, regulatory uncertainty, dilution and possible litigation.

Form 144 notice for Coeptis Therapeutics Holdings, Inc. (COEP) reports a proposed sale of 5,000 common shares through Fidelity Brokerage Services LLC on 09/02/2025 on NASDAQ with an aggregate market value of $64,800.00. The filing shows total outstanding common shares of 4,820,317, indicating the shares to be sold are a small fraction of the outstanding stock.

The 5,000 shares were acquired on 10/31/2022 in a merger/acquisition transaction from the issuer. The filer reports no securities sold in the past three months. Several filer contact fields and issuer identification details are not provided in the content, so those specifics cannot be summarized from this document.

Coeptis Therapeutics Holdings, Inc. reported interim financials showing operating losses and financing activity. For the six months ended June 30, 2025, the Company recorded a net loss of $7,755,527 and management states these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company completed a retrospective 20-for-1 reverse stock split, with 4,166,713 shares issued and outstanding at June 30, 2025 (4,820,317 noted as outstanding as of August 13, 2025). Debt and capital transactions were active: a $1,304,758 convertible note was converted by Yorkville (including $52,505 of accrued interest) into 233,500 shares at an average $5.81 conversion price, and the Company recognized a $906,429 gain on change in fair value of a derivative liability during the six months. The Company shows various convertible notes, a $150,000 SBA EIDL balance, warrant liabilities, investments recorded for transferred subscription receivables, and $1,344,750 of unamortized stock-based compensation for options. Management plans to raise additional equity or debt to fund operations, but states no assurance of success.