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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):
February 9, 2026
_____________________
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 $230.00 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On February 11, 2026, Coeptis Therapeutic Holdings,
Inc. (the “Company”) implemented an option repricing/exchange program pursuant to Option Repricing and Exchange Election
Agreements (the Option/Exchange Agreements) with its then current holders of options previously granted under the Company’s 2022
Equity Incentive Plan, including each of the Company’s current officers and directors. These Option/Exchange Agreements provided
a one-time opportunity for the option holders to elect to either (i) have a one-time option repricing be applied to their respective options
with exercise prices greater than the current fair market value of the Company’s common stock or (ii) surrender their outstanding
options with exercise prices greater than the current fair market value of the Company’s common stock in exchange for restricted
stock. In connection with the Option/Exchange Program, the Company also accelerated vesting of all options including those with exercise
prices greater than the current fair market value of the Company’s common stock, such that all options became fully vested.
The Company’s Board of Directors approved
the Option/Exchange program, including the accelerated vesting and the optionality of electing to reprice certain options or replace such
options with restricted stock. The Company’s stockholders approved this one-time repricing or exchange event at its recent stockholders
meeting.
Pursuant to these Option/Exchange Agreements,
(i) David Mehalick surrendered options to purchase 51,250 shares of common stock, and received in exchange thereof 51,250 shares of restricted
stock, (ii) Daniel Yerace surrendered options to purchase 20,000 shares of common stock, and received in exchange thereof 20,000 shares
of restricted stock, (iii) Brian Cogley surrendered options to purchase 12,500 shares of common stock, and received in exchange thereof
12,500 shares of restricted stock, (iv) Christine Sheehy surrendered options to purchase 12,500 shares of common stock, and received in
exchange thereof 12,500 shares of restricted stock, (v) Christopher Calise surrendered options to purchase 3,250 shares of common stock,
and received in exchange thereof 3,250 shares of restricted stock, (vi) Christopher Cochran surrendered options to purchase 3,250 shares
of common stock, and received in exchange thereof 3,250 shares of restricted stock, (vii) Philippe Deschamps surrendered options to purchase
3,250 shares of common stock, and received in exchange thereof 3,250 shares of restricted stock, (viii) Tara DeSilva surrendered options
to purchase 3,250 shares of common stock, and received in exchange thereof 3,250 shares of restricted stock, and (ix) Gene Salkind surrendered
options to purchase 3,250 shares of common stock, and received in exchange thereof 3,250 shares of restricted stock,
In addition, certain officers and directors of
the Company exercised their respective retained options in full, pursuant to which (i) David Mehalick exercised options to purchase 148,875
shares of restricted common stock, (ii) Daniel Yerace exercised options to purchase 10,000 shares of restricted common stock, (iii) Brian
Cogley exercised options to purchase 10,000 shares of restricted common stock, (iv) Christine Sheehy exercised options to purchase 1,000
shares of restricted common stock, (v) Christopher Calise exercised options to purchase 5,700 shares of restricted common stock, (vi)
Christopher Cochran exercised options to purchase 5,700 shares of restricted common stock, (vii) Philippe Deschamps exercised options
to purchase 5,700 shares of restricted common stock, (viii) Tara DeSilva exercised options to purchase 5,700 shares of restricted common
stock, and (ix) Gene Salkind exercised options to purchase 5,700 shares of restricted common stock.
The Option/Exchange Agreements include customary
representations and warranties and acknowledgements by the participants. The foregoing description of the Option/Exchange Agreements does
not purport to be complete and is qualified in its entirety by reference to the full text of the Option/Exchange Agreements, a form of
which will be filed as an exhibit to a subsequent filing with the Securities and Exchange Commission.
As previously reported
by Coeptis Therapeutics Holdings, Inc. (the “Company”), it had received a written notice from The Nasdaq Stock Market (“Nasdaq”),
indicating that the Company was not in compliance with Nasdaq Listing Rules 5620(a) and 5810(c)(2)G) due to the Company’s failure
to hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end of December 31, 2024.
On February 9, 2026,
the Company was notified by The Nasdaq Stock Market that the Company has regained compliance with the annual meeting requirement for continued
listing on The Nasdaq Capital Market. Accordingly, the Company has regained compliance with Nasdaq Listing Rules and the matter is now
closed.
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: February 12, 2026 |
By: |
/s/ David Mehalick |
| |
|
David Mehalick
Chief Executive Officer |
