10-K/A: Coeptis Therapeutics Files Amended 10-K to Include Executive Compensation Clawback Policy

Coeptis Therapeutics Holdings, Inc. has filed an amendment to its 2024 Annual Report on Form 10-K to include its previously omitted Executive Compensation Clawback Policy, ensuring compliance with SEC and Nasdaq rules.

Summary

• Coeptis Therapeutics Holdings, Inc. filed Form 10-K/A (Amendment No. 1) to its Annual Report for the fiscal year ended December 31, 2024.
• The amendment's sole purpose is to include Exhibit 97, the Company's Clawback Policy, which was omitted from the original Form 10-K filed on March 27, 2025.
• Part IV, Item 15 (Exhibit Index) has been amended to include the Clawback Policy and currently dated Section 302 certifications from the Principal Executive Officer and Principal Financial Officer.
• No financial statements or other disclosures from the original Form 10-K have been modified or updated in this amendment.
• The Clawback Policy mandates the recoupment of "Erroneously Awarded Compensation" from current and former executive officers in the event of an accounting restatement due to material noncompliance with financial reporting requirements.
• Erroneously Awarded Compensation is defined as Incentive-Based Compensation received that exceeds the amount that would have been received based on restated financial amounts, applicable to the three completed fiscal years preceding the restatement date.
• The policy applies to Incentive-Based Compensation received by Covered Executives after beginning services, if they served as a Covered Executive at any time during the performance period for such Incentive-Based Compensation, and while the company had a listed class of securities on a national securities exchange.
• The Administrator (Compensation Committee, Board, or designated committee) has sole discretion over the timing and method of recoupment, including seeking reimbursement, cancelling awards, or offsetting future awards.
• The Company will not indemnify Covered Executives against the loss of Erroneously Awarded Compensation.
• The policy is effective as of January 1, 2023, and applies retroactively to Incentive-Based Compensation received on or after this date.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as the company is proactively addressing a compliance requirement by filing the omitted Clawback Policy, which enhances corporate governance and executive accountability. While the initial omission was a minor oversight, the correction is a positive step towards full regulatory adherence.

Positives

• The filing demonstrates the company's commitment to corporate governance and compliance with SEC and Nasdaq regulations, specifically regarding executive compensation clawback provisions.
• The implementation of a formal Clawback Policy aligns the company with best practices for executive accountability and financial integrity.

Negatives

• The initial omission of the Clawback Policy from the original 10-K filing required an amendment, indicating a minor administrative oversight.

Risks

• The Clawback Policy itself addresses the risk of financial misstatement and subsequent erroneous executive compensation, aiming to mitigate financial and reputational damage in such events.

Future Outlook

The amendment does not contain any new forward-looking statements or guidance, as its scope is limited to the inclusion of the Clawback Policy and updated certifications.

Management Comments

• David Mehalick, Chief Executive Officer, certified that he reviewed the Annual Report on Form 10-K/A and, based on his knowledge, it does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made not misleading.
• Brian Cogley, Chief Financial Officer, provided a similar certification regarding his review and knowledge of the report's accuracy.

Industry Context

The adoption and filing of a Clawback Policy by Coeptis Therapeutics is a standard corporate governance practice for publicly traded companies, particularly following the SEC's Rule 10D-1 implementation under the Dodd-Frank Act. This aligns the company with broader industry trends towards increased executive accountability and financial transparency.

Comparison to Industry Standards

• The implementation of a Clawback Policy is a direct response to SEC/Nasdaq requirements (Rule 10D-1 and Nasdaq Listing Rule 5608), making it a standard compliance measure rather than a competitive differentiator.
• Most publicly traded companies, such as Pfizer, Johnson & Johnson, and Merck, have similar clawback provisions in place to ensure executive accountability for financial misstatements, reflecting a universal adherence to these regulatory standards across the pharmaceutical and biotechnology industries.

Corporate Governance

Stakeholder Impact

• **Shareholders:** Increased confidence in corporate governance and executive accountability due to the formalization and disclosure of the Clawback Policy, which protects shareholder interests in cases of financial misstatement.
• **Executive Officers:** Subject to the terms of the Clawback Policy, requiring repayment of erroneously awarded compensation, thereby increasing personal accountability for financial reporting accuracy.
• **Regulatory Bodies:** Demonstrates compliance with SEC and Nasdaq rules regarding executive compensation clawbacks, potentially reducing regulatory scrutiny.

Next Steps

• The document does not specify any future actions or milestones beyond the immediate compliance with the filing requirement.

Key Dates

Keywords

Coeptis Therapeutics, 10-K/A, SEC Filing, Clawback Policy, Corporate Governance, Executive Compensation, Financial Reporting, Compliance, Nasdaq, Sarbanes-Oxley Act, Dodd-Frank Act