COEP.NASDAQCoeptis Therapeutics Holdings, INC
10-Q: Coeptis Therapeutics Q3 2025: Strategic Shift & Capital Infusion
Sentiment:
Quarterly Report
Coeptis Therapeutics reported a significant increase in cash and equity driven by capital raises, alongside a strategic shift towards biotechnology and AI-powered marketing, despite widening net losses.
Capital raiseThe company received $11,290,728 in net cash from financing activities for the nine months ended September 30, 2025.This includes proceeds from a 2025 private placement common stock offering, which raised $5,000,000 (with $3,000,000 collected by September 30, 2025, and $2,000,000 in subscription receivables).Draws under the Standby Equity Purchase Agreement (SEPA) with Yorkville, which allows the company to sell up to $20,000,000 of common stock.A Series A preferred stock offering was completed in February 2025, raising a total of $10.0 million.Issuance of a convertible promissory note (YA Note-2) with Yorkville for $1,100,000 in January 2025, which was fully converted by September 30, 2025.Management plans include raising additional capital through sales of equity or debt securities to pursue business plans and sustain operations.
Worse than expectedNet loss for the nine months ended September 30, 2025, increased to $10,654,290 from $7,865,647 in the prior year period.Loss per share significantly increased to $(2.69) for the nine months ended September 30, 2025, from $(0.21) in the prior year.Net cash used in operating activities increased to $(6,915,126) for the nine months ended September 30, 2025, from $(5,212,743) in the prior year.A convertible promissory note with an unrelated third party, with an outstanding balance of $100,000, was in default as of September 30, 2025.
Summary
- Net loss for the nine months ended September 30, 2025, increased to $10,654,290 from $7,865,647 in the prior year period.
- Revenue for the nine months ended September 30, 2025, was $500,996, primarily from the newly acquired Technology segment, compared to $0 in the prior year.
- Cash and cash equivalents significantly increased to $4,908,487 as of September 30, 2025, from $532,885 at December 31, 2024.
- Total stockholders' equity rose to $10,916,777 from $3,867,226 over the same period.
- The company licensed exclusive worldwide development and commercialization rights to the GEAR Cell Therapy Platform from Vy-Gen-Bio, Inc. in March 2025.
- A pending merger with Z Squared, Inc. and a spin-out of biotechnology operations were announced on April 25, 2025, expected to close in late 2025 or Q1 2026.
- Operating expenses for the nine months ended September 30, 2025, increased to $11,420,754 from $7,892,274, driven by professional services and stock-based compensation.
- The company acquired the NexGenAI Affiliates Network Platform in December 2024, establishing a new Technology segment.
Sentiment
Score: 4
Explanation: While the company successfully raised significant capital and made strategic moves (GEAR license, NexGenAI acquisition, Z Squared merger plan), the widening net losses, increased cash burn from operations, and the going concern warning indicate substantial financial challenges. The new revenue stream is positive but not yet offsetting the high operating costs.
Positives
- Significant increase in cash and cash equivalents to $4,908,487 as of September 30, 2025, from $532,885 at December 31, 2024, primarily due to financing activities.
- Total stockholders' equity increased substantially to $10,916,777 as of September 30, 2025, from $3,867,226 at December 31, 2024.
- Successful licensing of exclusive worldwide development and commercialization rights to the GEAR Cell Therapy Platform in March 2025, enhancing the biotechnology pipeline.
- Introduction of a new revenue-generating Technology segment through the acquisition of NexGenAI Affiliates Network Platform, generating $500,996 in revenue for the nine months ended September 30, 2025.
- Reduction in total liabilities to $3,264,864 as of September 30, 2025, from $5,041,434 at December 31, 2024.
- Successful remediation of self-identified material weaknesses in internal control over financial reporting as of September 30, 2025.
- Satisfaction of the Purple Biotech convertible note and Yorkville convertible notes, contributing to a decrease in interest expense.
Negatives
- Net loss widened to $10,654,290 for the nine months ended September 30, 2025, compared to $7,865,647 for the same period in 2024.
- Loss per share significantly increased to $(2.69) for the nine months ended September 30, 2025, from $(0.21) in the prior year.
- Operating expenses increased to $11,420,754 for the nine months ended September 30, 2025, from $7,892,274 in the prior year, primarily due to professional services and stock-based compensation.
- Accumulated deficit grew to $108,375,858 as of September 30, 2025, indicating continued unprofitability.
- A convertible promissory note with an unrelated third party, with an outstanding balance of $100,000, was in default as of September 30, 2025.
- An unrealized loss on marketable securities of $178,302 was recognized for the nine months ended September 30, 2025, due to a decline in market value.
Risks
- Substantial doubt about the company's ability to continue as a going concern due to accumulated deficit of $108,375,858 and net loss of $10,654,290 for the nine months ended September 30, 2025.
- Uncertainty in obtaining additional funding or achieving profitable operations.
- Dependence on strategic business collaborations and agreements for future research and development costs.
- Potential for increased accounting, audit, legal, regulatory, compliance, insurance, and investor relation expenses as a public company.
- Risks associated with the failure to successfully develop a profitable business, delays in identifying customers, and inability to retain a significant number of customers.
- The pending merger with Z Squared, Inc. and the spin-out of biotechnology operations are subject to terms and conditions and may not close as expected.
- Warrants may expire worthless if the company is unable to complete a Business Combination within the Combination Period and liquidates funds.
- The company's common stock price may be less than the Fixed Price, affecting redemption options for convertible notes.
- Beneficial ownership and exchange limitations on Series A Preferred Stock conversion could impact holders.
- Investments in privately held companies are assessed for impairment annually, and their value is not readily determinable.
Future Outlook
The company anticipates increased liquidity and execution of its operating strategy through equity transactions in 2025. It expects general and administrative expenses to increase with business growth and headcount, and accounting, audit, legal, regulatory, compliance, insurance, and investor relations expenses to rise as a public company. Research and development costs are expected to increase to support new strategic initiatives and future collaborations. The pending merger with Z Squared, Inc. and the spin-out of biotechnology operations are expected to close in late 2025 or the first quarter of 2026.
Management Comments
- Management believes that additional financing as necessary will result in improved operations and cash flow.
- Management will continue to pursue drug development toward the goal of commercializing, through a partnership or otherwise, one or more of the Company’s target products or technologies.
- Management does not expect the unrealized loss on marketable securities to have a material impact on the Company’s liquidity or ongoing operations.
- The Company believes that this structure reflects its current operational and financial management, and that it provides the best structure for the Company to focus on growth opportunities while maintaining financial discipline.
- The Company is continuing its development focus on both GEAR and SNAP-CAR, and will be considering prospective strategic partners for such development.
Industry Context
Coeptis Therapeutics operates in the highly competitive biopharmaceutical and technology sectors. Its focus on innovative cell therapy platforms for cancer, autoimmune, and infectious diseases aligns with a growing trend in precision medicine and advanced therapeutics. The acquisition of an AI-powered marketing software platform reflects a broader industry move towards leveraging technology for operational efficiency and market reach, even within biotech. The company's strategy to seek strategic partners for development, particularly for its GEAR and SNAP-CAR platforms, is common for early-stage biotech firms aiming to de-risk and accelerate development. The market for CD38-related cancer treatments, such as multiple myeloma, is substantial and growing, indicating a potentially lucrative area if development is successful.
Comparison to Industry Standards
- The company's accumulated deficit of over $108 million and continued net losses are typical for early-stage biopharmaceutical companies heavily invested in R&D, which often operate at a loss for extended periods before potential product commercialization.
- The significant capital raises through private placements and Standby Equity Purchase Agreements (SEPA) are standard mechanisms for pre-revenue or early-revenue biotech firms to fund operations and development, similar to how companies like Moderna or BioNTech raised capital in their early stages.
- The licensing of exclusive worldwide development rights for platforms like GEAR Cell Therapy is a common strategy in the biotech industry, akin to partnerships seen between larger pharmaceutical companies and smaller innovative biotechs (e.g., Gilead Sciences acquiring rights to CAR T therapies from Kite Pharma).
- The designation of CD38-Diagnostic as a Class II device by the FDA is a positive regulatory step, comparable to similar diagnostic tools developed by companies like Exact Sciences (Cologuard) in navigating regulatory pathways.
- The shift away from 505b2 and generic products, and towards innovative cell therapies, mirrors a broader industry trend where companies prioritize high-value, high-impact therapeutic areas over commoditized markets.
- The increase in professional services expenses due to merger-related activities is expected and comparable to costs incurred by other companies undergoing M&A, such as those seen in the recent Pfizer-Seagen merger.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Scientific and Medical Officer | Colleen Delaney | N/A | 2025-03-24 | Resigned for a reason other than cause. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Internal Controls Remediation | Remediation of self-identified material weaknesses in internal control over financial reporting by hiring additional resources, formally documenting accounting policies, and adopting processes for timely financial statement close and secondary reviews. | 2025-09-30 | Disclosure controls and procedures were concluded to be effective as of September 30, 2025. |
Legal Proceedings
- None.
Related Party Transactions
- In September 2023, the company entered into a transaction with AG Bio Life Capital I LP (AG), where an employee of the company is the general partner, involving the issuance of 600,000 shares for $600,000. This note was paid in full by August 12, 2024, through the assignment of shares in a privately held company.
- The company holds investments in certain privately held companies where its Chief Executive Officer and Chief Financial Officer each hold ownership interests. The carrying value of these investments was $6,941,083 as of September 30, 2025.
- CJC Investment Trust, an entity controlled by board member Christopher Calise, led a Series A preferred stock financing.
Stakeholder Impact
- Shareholders: Dilution risk from ongoing equity raises (SEPA, private placements, warrant exercises) and potential future capital raises. Potential for value creation from successful development of biotechnology assets and the NexGenAI platform, but also risk from continued losses and going concern uncertainty.
- Employees: Resignation of Chief Scientific and Medical Officer Colleen Delaney. Stock-based compensation is a significant component of employee incentives.
- Customers: New revenue-generating activities from the NexGenAI Affiliates Network platform, providing lead generation and webinar services to customers.
- Creditors: A convertible promissory note with an unrelated third party is in default, indicating potential credit risk. Other convertible notes have been satisfied.
- Partners (Vy-Gen-Bio, University of Pittsburgh, Monarch Therapeutics, Karolinska Institutet): Continued collaboration and licensing agreements for key biotechnology platforms (GEAR, SNAP-CAR).
Next Steps
- Collect the remaining $2,000,000 in subscriptions receivable from the private placement offering.
- Continue development focus on GEAR and SNAP-CAR platforms, considering prospective strategic partners.
- Close the pending merger with Z Squared, Inc. and complete the spin-out of biotechnology operations, expected in late 2025 or Q1 2026.
- Amortize the $125,000 subscription receivable from a shareholder over the remaining term of a consulting agreement through June 2026.
- Assess investments in privately held companies for impairment on an annual basis.
- Continue to raise additional capital through sales of equity or debt securities to fund operations and business plans.
Key Dates
| Date | Description |
|---|---|
| 2017-07-12 | Coeptis Pharmaceuticals, LLC was formed. |
| 2018-11-27 | Company originally incorporated in the British Virgin Islands as Bull Horn Holdings Corp. |
| 2018-12-01 | Members of Coeptis Pharmaceuticals, LLC contributed interest to Coeptis Pharmaceuticals, Inc. |
| 2018-12-01 | Company entered into an agreement with Purple Biotech to market, distribute, and sell the Consensi product. |
| 2019-01-01 | Company divested several ANDA products to a larger generic pharmaceutical drug manufacturer. |
| 2019-01-01 | Company entered into a co-development agreement with Vici Health Sciences, LLC for CPT60621. |
| 2020-07-08 | Company received a $150,000 EIDL loan from the SBA. |
| 2020-11-01 | Bull Horn's initial public offering, issuing public and private placement warrants. |
| 2021-05-01 | Company entered into two exclusive option agreements (CD38 Agreements) with Vy-Gen-Bio, Inc. |
| 2021-08-15 | Company entered into amendments to CD38 Agreements, delivering promissory notes and cash payment. |
| 2021-09-01 | Company executed a license termination agreement with Purple Biotech. |
| 2021-12-01 | Company completed payment obligations to secure 50% ownership interest in CD38-Diagnostic. |
| 2021-12-01 | Company and Vy-Gen entered into a co-development and steering committee agreement. |
| 2022-08-31 | Company entered into an exclusive license agreement with the University of Pittsburgh for CAR T technology. |
| 2022-10-27 | Bull Horn Holdings Corp. domesticated from the British Virgin Islands to Delaware. |
| 2022-10-28 | Closing of the Merger, company changed name to Coeptis Therapeutics Holdings, Inc. |
| 2022-11-01 | Company completed purchase of 50% ownership interest for CD38-GEAR-NK product candidate. |
| 2023-01-25 | Company entered into a corporate research agreement with the University of Pittsburgh for the pre-clinical development of SNAP-CAR T-cells targeting HER2. |
| 2023-01-27 | Company granted options to purchase an aggregate of 67,875 shares under the 2022 Equity Incentive Plan. |
| 2023-01-31 | A stand-alone option to a former employee to purchase up to 5,000 shares expired. |
| 2023-06-16 | Company completed a public offering issuing 107,500 shares of common stock, 67,500 pre-funded warrants, 153,125 Series A Warrants and 153,125 Series B Warrants, for net proceeds of approximately $3.0 million. |
| 2023-07-14 | Company and Purple executed an amendment to revise the notes payment schedule, extending the maturity date to March 31, 2024. |
| 2023-08-16 | Company entered into an exclusive licensing arrangement (License Agreement) with Deverra Therapeutics Inc. |
| 2023-09-01 | Company expanded its exclusive license agreement with the University of Pittsburgh to include the SNAP-CAR technology platform in natural killer (NK) cells. |
| 2023-09-28 | Company received FDA's response to its 513(g) request for information submission pertaining to the classification of the CD38-Diagnostic, designated as a Class II type device. |
| 2023-09-30 | Company entered into a transaction with AG Bio Life Capital I LP (AG), where an employee of the Company is the general partner, to issue 600,000 shares of common stock for $600,000. |
| 2023-10-02 | Company granted additional options to purchase an aggregate of 15,000 shares of common stock to two employees. |
| 2023-10-26 | Company entered into a Shared Services Agreement (SSA) with Deverra. |
| 2023-10-27 | A $200,000 payment was made on a convertible promissory note from October 2022. |
| 2023-12-15 | A $50,000 payment was made on a convertible promissory note from October 2022. |
| 2023-12-28 | Company granted pre-funded warrants exercisable to acquire up to 60,000 shares of common stock for net proceeds of $1,200,000. |
| 2024-01-03 | Company entered into an unsecured note agreement (YA Note-1) with Yorkville in the principal amount of $1,500,000. |
| 2024-01-10 | Company granted options to purchase an aggregate of 1,535,000 shares of common stock under the 2022 Equity Incentive Plan. |
| 2024-02-08 | Company granted pre-funded warrants exercisable to acquire up to 200,000 shares of common stock for net proceeds of $2,400,000. |
| 2024-06-13 | Compensation Committee approved the grant to David Mehalick, CEO, of options exercisable to acquire up to 120,000 shares of common stock. |
| 2024-06-19 | Company and Purple executed another amendment to extend the maturity date of the convertible note to August 31, 2024. |
| 2024-06-25 | Company and an unrelated third party signed an amendment to the October 2022 note that extended the maturity date to July 31, 2024. |
| 2024-07-31 | Company performed a second closing as part of its Series A preferred stock offering and raised $1.3 million. |
| 2024-08-12 | Third-party assigned shares of common stock in a privately held company for the equivalent amount of principal and accrued interest owed, satisfying subscription receivables in full. |
| 2024-09-04 | Company performed a third closing as part of its Series A preferred stock offering and raised $225,000. |
| 2024-11-01 | Company entered into a Standby Equity Purchase Agreement (SEPA) with Yorkville to sell up to $20,000,000 of common stock. |
| 2024-11-01 | Company entered into an agreement with Yorkville that completely terminates and replaces YA Note-1 with a convertible promissory note (Pre-Paid Advance) of $1,304,758. |
| 2024-12-01 | Company entered into one-year agreements with five customers to provide access to the NexGenAI Affiliates Network platform. |
| 2024-12-19 | Company acquired the assets of NexGenAI Affiliates Network Platform from NexGenAI Solutions Group, Inc. |
| 2024-12-23 | Company performed a fourth closing as part of its Series A preferred stock offering and raised $695,000. |
| 2024-12-31 | Company completed a 20-1 reverse stock split of its issued and outstanding common stock. |
| 2024-12-31 | The Shared Services Agreement (SSA) with Deverra was terminated. |
| 2025-01-06 | Company granted a stand-alone option to a consultant to purchase 100,000 shares of common stock. |
| 2025-01-16 | Company entered into a convertible promissory note (YA Note-2) with Yorkville in the original principal amount of $1,100,000. |
| 2025-02-06 | Company completed its successful closure of the remaining $5.7 million of its Series A preferred stock offering, completing the total $10.0 million financing round. |
| 2025-03-01 | Company reached an agreement with Vy-Gen-Bio, Inc. to successfully license the exclusive worldwide development and commercialization rights to the GEAR Cell Therapy Platform. |
| 2025-03-04 | Company granted options to purchase an aggregate of 87,375 shares of common stock under the 2022 Equity Incentive Plan. |
| 2025-03-24 | Colleen Delaney, Chief Scientific and Medical Officer, resigned her position. |
| 2025-04-25 | Company entered into an Agreement and Plan of Merger with CP Merger Sub Inc. and Z Squared, Inc. |
| 2025-05-01 | Company's subsidiary SNAP Biosciences entered into a grant agreement with the Alici Lab at the Karolinska Institutet. |
| 2025-05-01 | Company's subsidiary, SNAP Biosciences, entered into a License Agreement with Monarch Therapeutics. |
| 2025-05-21 | Daniel Yerace, Vice President of Operations and a member of the Board of Directors, adopted a Rule 10b5-1 trading plan. |
| 2025-07-25 | Company and a holder of its preferred stock entered into an addendum to amend the terms of a consulting arrangement. |
| 2025-08-31 | Daniel Yerace's Rule 10b5-1 trading plan commenced. |
| 2025-09-30 | End of the quarterly reporting period. |
| 2025-10-08 | Company collected the remaining $500,000 of its promissory note with a maturity date of October 18, 2025, issued in connection with the private placement offering. |
| 2025-10-09 | Company paid the $149,179 outstanding liability to the University of Pittsburgh related to the corporate research agreement. |
| 2025-11-11 | Number of shares outstanding of the registrant's common stock was 5,340,111. |
| 2025-11-13 | Date of filing of this Form 10-Q. |
| 2025-12-04 | Maturity date for a $1,000,000 promissory note from a private placement offering. |
| 2025-12-31 | Maturity date for the Yorkville YA Note-2 convertible promissory note. |
| 2026-01-18 | Maturity date for a $500,000 promissory note from a private placement offering. |
| 2026-02-11 | End date for Daniel Yerace's Rule 10b5-1 trading plan. |
| 2026-05-31 | Office lease extension ends. |
| 2026-06-30 | Subscription receivable from a Series A preferred stock subscription agreement is being amortized through this date. |
| 2027-12-01 | Standby Equity Purchase Agreement (SEPA) will automatically terminate on this date, provided the Convertible Note has been fully repaid. |
Recommendation
sellThe company faces significant financial challenges, including widening net losses, increased cash burn from operations, and an accumulated deficit exceeding $108 million, leading to a "going concern" warning. While recent capital raises have boosted cash reserves and strategic acquisitions/licenses are in place, the path to profitability remains highly uncertain and long-term. The substantial increase in loss per share and operating expenses, coupled with a defaulted note, indicates ongoing operational inefficiencies and financial strain. The stock is highly speculative, and a seasoned investor would likely recommend selling due to the high risk, lack of sustained profitability, and the explicit going concern doubt, despite some positive strategic developments.
Keywords
Biotechnology, Cell Therapy, AI Marketing, SEC Filing, 10-Q, Financial Results, Gene Edited Antibody Resistant, GEAR Cell Therapy, SNAP-CAR T-cells, NexGenAI, Capital Raise, Merger, Spin Out, Going Concern, COEP, Quarterly Report
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