S-1/A: Coeptis Therapeutics Files Amendment to S-1 Registration for Resale of Common Stock

Coeptis Therapeutics files an amended S-1 registration statement for the resale of up to 3,919,349 shares of common stock by selling stockholders, including shares issuable under a Standby Equity Purchase Agreement with YA II PN, LTD.

Summary

• Coeptis Therapeutics Holdings, Inc. has filed an amendment to its S-1 registration statement.
• The filing pertains to the resale of up to 3,919,349 shares of the company's common stock by selling stockholders.
• This includes 100,000 shares held directly or indirectly by selling stockholders and up to 3,717,472 shares issuable to YA II PN, LTD. under a Standby Equity Purchase Agreement (SEPA).
• The SEPA allows Coeptis to sell up to $20 million of common stock to Yorkville, subject to certain conditions.
• The company will not receive proceeds from the sale of shares by the selling stockholders, but may receive up to $20 million from sales to Yorkville under the SEPA.
• A reverse stock split of 1-for-20 was implemented on December 30, 2024, affecting all share and per share data.
• The last reported sales price of Coeptis's common stock on February 6, 2025, was $10.78 per share.
• Coeptis is classified as an emerging growth company and is subject to reduced public company reporting requirements.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While there are potential positives such as the SEPA and the company's classification as an emerging growth company, the company's history of losses, the potential for dilution, and the uncertainty surrounding the company's ability to continue as a going concern weigh heavily on the overall sentiment.

Positives

• The Standby Equity Purchase Agreement (SEPA) provides a potential source of funding for Coeptis, allowing them to sell up to $20 million of common stock to Yorkville.
• The company has the flexibility to control the timing and amount of sales to Yorkville under the SEPA (after the Yorkville Note has been repaid).
• The company is classified as an emerging growth company, which allows for reduced disclosure and reporting requirements.

Negatives

• The company will not receive any proceeds from the resale of shares by the selling stockholders.
• The sale of a substantial amount of shares of Common Stock under the SEPA in the public market could adversely affect the prevailing market price of our Common Stock.
• The company has a history of losses, we expect to incur losses in the future and we may not be able to achieve or maintain profitability.
• There is a substantial doubt about our ability to continue as a going concern.

Risks

• The company may not be able to successfully implement its growth strategy.
• The company may have difficulties managing its anticipated growth.
• The company may not be able to initiate and complete preclinical studies and clinical trials for its product candidates.
• The company may not be able to obtain and maintain the third-party relationships that are necessary to develop, commercialize and manufacture some or all of our product candidates.
• The company needs to obtain financing in order to continue its operations.
• The drug development and approval process is uncertain, time-consuming and expensive.
• Competition in the biotechnology and pharmaceutical industries may result in competing products, superior marketing of other products and lower revenues or profits for us.
• The company may not be able to maintain its listing on the Nasdaq Capital Market.
• There is a substantial doubt about our ability to continue as a going concern.

Future Outlook

The company expects to continue generating operating losses and experiencing negative cash flow from operations at least through the end of 2024 or longer and will require both short-term financing for operations and long-term capital to fund our expected growth.

Industry Context

The document highlights Coeptis Therapeutics' focus on cell therapy technologies for cancer and other diseases, placing it within the competitive biopharmaceutical industry. The company is actively seeking partnerships and collaborations, which is a common strategy in this sector to expand pipelines and share development costs.

Comparison to Industry Standards

• The document mentions the CAR T-cell therapy market, citing a Polaris Market Research report that projects the market size to reach $20.56 billion by 2029.
• The company's SNAP-CAR platform is being developed to be a universal therapeutic, which could potentially compete with existing CAR-T therapies for hematologic malignancies.
• The company's CD38-GEAR-NK product candidate is designed to protect CD38+ NK cells from destruction by anti-CD38 monoclonal antibodies, which could potentially revolutionize how CD38-related cancers are treated.
• The company's CD38-Diagnostic product candidate is an in vitro diagnostic tool to analyze if cancer patients might be appropriate candidates for anti-CD38 mAb therapy, which could potentially reduce the number of patients that are subjected to ineffective therapy and to potentially result in significant savings to healthcare systems.

Related Party Transactions

• On April 17, 2024, the Company entered into an unsecured note agreement with a related party in the principal amount of $500,000 together with interest at 10 %, with a maturity date of September 30, 2024.
• The agreement is between the Company and an investment fund where the manager is a member of the Companys board of directors.
• On June 3, 2024, the Company and the related party agreed to convert the note agreement in full, both principal and interest, to equity in connection with the Companys Series A Preferred Stock offering.
• In September 2023, the Company entered into a transaction with AG Bio Life Capital I LP (AG), a Delaware limited partnership, where an employee of the Company is the general partner.
• The Company agreed to issue 600,000 shares of common stock of the Company (AG Shares) to AG, in exchange for $600,000, consisting of $ 100,000 payable in cash and the balance payable under a promissory note (AG Note).

Stakeholder Impact

• Shareholders may experience dilution due to the potential issuance of shares under the SEPA.
• The company's ability to continue as a going concern is uncertain, which could impact all stakeholders.
• Employees' jobs may be at risk if the company is unable to secure additional financing or achieve profitability.
• Customers may be affected by the company's ability to develop and commercialize its product candidates.
• Suppliers and creditors may be impacted by the company's financial stability and ability to meet its obligations.

Next Steps

• The company intends to use the net proceeds that we receive from sales of our Common Stock to Yorkville, if any, under the SEPA for working capital and general corporate purposes.
• The company intends to focus on how to utilize this platform as a source of revenue, with the goal of assisting itself and others to optimize marketing, operations and customer engagements and drive measurable results for users of the platform.

Key Dates

Keywords

common stock, SEPA, Yorkville, selling stockholders, Coeptis Therapeutics, registration statement, reverse stock split, emerging growth company, shares, warrants