Coeptis Therapeutics (NASDAQ: COEP) faces Nasdaq notice for missed 2024 annual meeting

Rhea-AI Filing Summary

Coeptis Therapeutics Holdings, Inc. reported that it received a notice from the Nasdaq Capital Market stating it is not in compliance with Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G). The issue stems from not holding an annual meeting of shareholders within twelve months of its fiscal year ended December 31, 2024.

Nasdaq has given the company 45 calendar days from January 12, 2026 to submit a plan to regain compliance and may grant an exception of up to 180 days from the fiscal year end, through June 29, 2026. The company has already scheduled an annual meeting of shareholders for January 30, 2026 and believes this meeting will be sufficient to regain compliance with the annual meeting requirement.

Insights

Equity governance and listing standards analyst

Nasdaq cites a procedural listing deficiency that the company expects to cure with a scheduled shareholder meeting.

The notice from Nasdaq reflects a governance and timing issue, not a financial covenant breach. The company failed to hold its annual shareholder meeting within twelve months of the fiscal year ended December 31, 2024, triggering a violation of Listing Rules 5620(a) and 5810(c)(2)(G). This kind of deficiency focuses on corporate process, such as timely shareholder meetings, rather than operating performance.

Nasdaq’s framework gives 45 calendar days from January 12, 2026 for a compliance plan and allows up to June 29, 2026 for an exception period. The company states it has already scheduled an annual meeting for January 30, 2026 and believes this will restore compliance. The practical impact therefore depends on holding that meeting as planned and closing out the deficiency within Nasdaq’s stated timeline.

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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): January 12, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 12, 2026, Coeptis Therapeutics Holdings, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Capital Market LLC (“Nasdaq”) indicating that the Company is in violation of 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 (the “Annual Meeting Rule”). Under Nasdaq Listing Rules, the Company has 45 calendar days from January 12, 2026 to submit a plan to regain compliance and, if Nasdaq accepts such plan, Nasdaq can grant an exception of up to 180 calendar days from the fiscal year end, or until June 29, 2026, to regain compliance.

As previously disclosed in the Company’s proxy statement/prospectus on Form S-4 dated January 5, 2026, the Company is currently scheduled to hold an annual meeting of shareholders on January 30, 2026, which the Company believes will be sufficient to permit it to regain compliance with the Annual Meeting Rule.

Important Notice Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act and the Exchange Act. Statements that are not historical facts, including statements about the pending transactions and matters described above, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the Company’s ability to regain compliance with the Nasdaq’s Listing Rules for continued listing. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.

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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: January 16, 2026	By:	/s/ David Mehalick
		David Mehalick Chief Executive Officer

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FAQ

Why did Coeptis Therapeutics Holdings (COEP) receive a Nasdaq notice?

Coeptis Therapeutics Holdings received a notice from Nasdaq because it did not hold an annual meeting of shareholders within twelve months of its fiscal year ended December 31, 2024, which is required under Nasdaq Listing Rule 5620(a).

Which Nasdaq listing rules is Coeptis Therapeutics Holdings (COEP) violating?

The company is in violation of Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G), which relate to the requirement to hold an annual shareholder meeting within the specified timeframe.

How much time does Coeptis Therapeutics have to regain Nasdaq compliance?

Coeptis Therapeutics has 45 calendar days from January 12, 2026 to submit a plan to regain compliance, and Nasdaq may grant an exception of up to 180 calendar days from the fiscal year end, or until June 29, 2026.

What steps is Coeptis Therapeutics (COEP) taking to address the Nasdaq deficiency?

The company has scheduled an annual meeting of shareholders for January 30, 2026 and believes holding this meeting will be sufficient to regain compliance with Nasdaq’s annual meeting requirement.

Does the Nasdaq notice mean Coeptis Therapeutics will be delisted?

The notice identifies a listing rule deficiency and sets deadlines for a compliance plan and possible exception period; it does not state that the company is being delisted, and the company believes its scheduled January 30, 2026 annual meeting will resolve the issue.

What future date is important for Coeptis Therapeutics’ Nasdaq compliance status?

Key dates include the January 30, 2026 annual shareholder meeting and Nasdaq’s potential exception period through June 29, 2026, by which the company aims to regain full compliance.