COEPW / Coeptis Therapeutics Holdings, Inc. - Equity Warrant - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-56194 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transaction period from to Commission File No. 000-56194 C

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): October 26, 2022 COEPTIS THERAPEUTICS, INC. (Ex

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): October 26, 2022 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Commission File Numb

Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) Coeptis Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) Coeptis Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

1 © 2022 Coeptis Therapeutics, Inc. All rights reserved Coeptis Therapeutics, Inc. Corporate Overview

Exhibit 99.1 1 ? 2022 Coeptis Therapeutics, Inc. All rights reserved Coeptis Therapeutics, Inc. Corporate Overview 2 ? 2022 Coeptis Therapeutics, Inc. All rights reserved Important Legal Disclaimers This presentation (the ?Presentation?) has been prepared for informational purposes only to assist interested parties in eval uat ing an investment in connection with a proposed business combination (t

Coeptis Therapeutics Enters Exclusive License Agreement with University of Pittsburgh for Rights to SNAP-CAR, a “Multi-Antigen” CAR T Technology SNAP-CAR therapy provides a highly programmable therapeutic platform designed to potentially target many

Exhibit 99.2 Coeptis Therapeutics Enters Exclusive License Agreement with University of Pittsburgh for Rights to SNAP-CAR, a ?Multi-Antigen? CAR T Technology SNAP-CAR therapy provides a highly programmable therapeutic platform designed to potentially target many tumor types, including hematological malignancies and solid tumors Wexford, PA, September 21, 2022 ? Coeptis Therapeutics, Inc. (OTC PINK

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES 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): September 21, 2022 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Comm

UNITED STATES 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): September 21, 2022 COEPTIS THERAP

UNITED STATES 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): September 21, 2022 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Comm

Press Release, dated September 21, 2022

Exhibit 99.2 Coeptis Therapeutics Enters Exclusive License Agreement with University of Pittsburgh for Rights to SNAP-CAR, a ?Multi-Antigen? CAR T Technology SNAP-CAR therapy provides a highly programmable therapeutic platform designed to potentially target many tumor types, including hematological malignancies and solid tumors Wexford, PA, September 21, 2022 ? Coeptis Therapeutics, Inc. (OTC PINK

Coeptis Therapeutics, Inc. Presentation

Exhibit 99.1 1 ? 2022 Coeptis Therapeutics, Inc. All rights reserved Coeptis Therapeutics, Inc. Corporate Overview 2 ? 2022 Coeptis Therapeutics, Inc. All rights reserved Important Legal Disclaimers This presentation (the ?Presentation?) has been prepared for informational purposes only to assist interested parties in eval uat ing an investment in connection with a proposed business combination (t

COEP / Coeptis Therapeutics, Inc. / Hutchinson Thomas - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) * Coeptis Therapeutics, Inc. (Name of Issuer) Common stock, $.0001 par value per share (Title of Class of Securities) 19207C104 (CUSIP Number) September 9, 2022 (Date of Event Which Requires Filing of this Statement) 2 Check the appropriate box to designat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) Coeptis Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EX-FILING FEES 2 coeptisex107.htm CALCULATION OF FILING FEE TABLES Exhibit 107 Calculation of Filing Fee Tables SCHEDULE 14A (Form Type) Coeptis Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 31, 2022 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Commission File Numbe

Coeptis Therapeutics, Inc. Presentation

Exhibit 99.1 1 ? 2022 Coeptis Therapeutics, Inc. All rights reserved Coeptis Therapeutics, Inc. Corporate Overview C10050 2 ? 2022 Coeptis Therapeutics, Inc. All rights reserved Important Legal Disclaimers This presentation (the ?Presentation?) has been prepared for informational purposes only to assist interested parties in eval uat ing an investment in connection with a proposed business combina

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): August 31, 2022 COEPTIS THERAPEUTICS, INC. (Exa

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): August 31, 2022 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Commission File Numbe

Coeptis Therapeutics, Inc. Offering Circular Supplement Dated September 7, 2022

253G2 1 coeptis253g2.htm OFFERING CIRCULAR SUPPLEMENT Filed pursuant to Rule 253(g)(2) File No. 024-11719 Coeptis Therapeutics, Inc. Offering Circular Supplement Dated September 7, 2022 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission (“SEC”). The Offering Statement was Qualified on December 3, 2021. This Offerin

SUBSCRIPTION AGREEMENT Coeptis Therapeutics, Inc. NOTICE TO INVESTORS

Exhibit 4.1 SUBSCRIPTION AGREEMENT Coeptis Therapeutics, Inc. NOTICE TO INVESTORS The securities of Coeptis Therapeutics, Inc., a Delaware corporation (the “Company”), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time and who can afford to lose their en

1 © 2022 Coeptis Therapeutics, Inc. All rights reserved Coeptis Therapeutics, Inc. Corporate Overview C10050

Exhibit 99.1 1 ? 2022 Coeptis Therapeutics, Inc. All rights reserved Coeptis Therapeutics, Inc. Corporate Overview C10050 2 ? 2022 Coeptis Therapeutics, Inc. All rights reserved Important Legal Disclaimers This presentation (the ?Presentation?) has been prepared for informational purposes only to assist interested parties in eval uat ing an investment in connection with a proposed business combina

Termination of a Material Definitive Agreement

UNITED STATES 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): August 22, 2022 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES 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): August 22, 2022 COEPTIS THERAPEUT

UNITED STATES 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): August 22, 2022 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Commiss

Coeptis Therapeutics, Inc. 105 Bradford Road Suite 420 Wexford, PA 15090, Telephone (724) 934-6467, Fax (724) 268-4188

August 8, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, D.

August 3, 2022

August 3, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly REPORT PURSUANT to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transaction period from to Commission File No. 000-56194 Coepti

July 7, 2022

CORRESP 1 filename1.htm July 7, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, D.C. 20549 Re: Response to Comment Letter, dated June 23, 2022 Form 10-K for the Year Ended December 31, 2021 File No. 000-56194 Dear Sir: We have received your comment letter dated June 23, 2022 and are providing the following response to suppor

Coeptis Therapeutics, Inc. Presentation

Exhibit 99.1 1 © 2022 Coeptis Therapeutics, Inc. All rights reserved Coeptis Therapeutics, Inc. Corporate Overview C10049 2 © 2022 Coeptis Therapeutics, Inc. All rights reserved Important Legal Disclaimers This presentation (the “Presentation”) has been prepared for informational purposes only to assist interested parties in eval uat ing an investment in connection with a proposed business combina

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 6, 2022 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Commission File Number)

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): July 6, 2022 COEPTIS THERAPEUTICS, INC. (Exact

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): July 6, 2022 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Commission File Number)

1 © 2022 Coeptis Therapeutics, Inc. All rights reserved Coeptis Therapeutics, Inc. Corporate Overview C10049

Exhibit 99.1 1 © 2022 Coeptis Therapeutics, Inc. All rights reserved Coeptis Therapeutics, Inc. Corporate Overview C10049 2 © 2022 Coeptis Therapeutics, Inc. All rights reserved Important Legal Disclaimers This presentation (the “Presentation”) has been prepared for informational purposes only to assist interested parties in eval uat ing an investment in connection with a proposed business combina

June 14, 2022

RW 1 coeptiscorresp.htm CORRESPONDENCE June 14, 2022 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Re: Coeptis Therapeutics, Inc. Request to Withdraw Registration Statement on Form S-1 Filed February 4, 2022 File No. 333-262506 Ladies and Gentlemen: Pursuant to Rule 477 of Regulation C under the Securities Act of 1933, as amended,

SUBMITTED VIA EDGAR

CORRESP 1 filename1.htm “SUBMITTED VIA EDGAR”. June 09, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Washington, D.C. 20549 Re: Response to Comment Letter, dated May 27, 2022 Form 10-K for the Year Ended December 31, 2021 File No. 000-56194 Dear Sir: We have received your comment letter dated May 27, 2022, and are providing the follo

EX-FILING FEES

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 REGISTRATION STATEMENT (Form Type) COEPTIS THERAPEUTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Pre-Effective Amendment No. 1) REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter)

Table of Contents Registration No. 333-262506 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A (Pre-Effective Amendment No. 1) REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) delaware ? ? 5961 ? ? 83-4284557 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) ? ? (

Financial Statements and Exhibits, Other Events

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): May 17, 2022 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Commission File Number)

Press Release, dated May 17, 2022

Exhibit 99.1 Coeptis Therapeutics Enters into Exclusive Option Agreement with University of Pittsburgh for Rights to CAR-T Technologies Designed to Target Multiple Cancer Indications, Including Hematologic and Solid Tumors Option agreement comprises three technologies and associated patent portfolios Announcement marks the third strategic agreement for Coeptis this quarter designed to bolster its

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): May 17, 2022 COEPTIS THERAPEUTICS, INC. (Exact

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): May 17, 2022 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Commission File Number)

Coeptis Therapeutics Enters into Exclusive Option Agreement with University of Pittsburgh for Rights to CAR-T Technologies Designed to Target Multiple Cancer Indications, Including Hematologic and Solid Tumors Option agreement comprises three technol

Exhibit 99.1 Coeptis Therapeutics Enters into Exclusive Option Agreement with University of Pittsburgh for Rights to CAR-T Technologies Designed to Target Multiple Cancer Indications, Including Hematologic and Solid Tumors Option agreement comprises three technologies and associated patent portfolios Announcement marks the third strategic agreement for Coeptis this quarter designed to bolster its

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly REPORT PURSUANT to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transaction period from to Commission File No. 000-56194 COEPTIS THE

Agreement and Plan of Merger, dated as of April 18, 2022, by and among Bull Horn, Merger Sub and Coeptis

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among BULL HORN HOLDINGS CORP., as the Purchaser, BH MERGER SUB, INC., as Merger Sub, and COEPTIS THERAPEUTICS, INC., as the Company, Dated as of April 18, 2022 TABLE OF CONTENTS Page I. MERGER 2 1.1. Merger 2 1.2. Transaction Effective Time 2 1.3. Effect of the Merger 2 1.4. Tax Treatment 2 1.5. Certificate of Incorporation and Bylaws 2 1.6. Directo

Coeptis Therapeutics, Inc. and Bull Horn Holdings Corp. Announce Merger Agreement Transaction expected to accelerate Coeptis’ ability to progress its innovative cell therapy platforms for cancer David Mehalick of Coeptis to serve as Chief Executive O

Exhibit 99.1 Press Release Coeptis Therapeutics, Inc. and Bull Horn Holdings Corp. Announce Merger Agreement Transaction expected to accelerate Coeptis? ability to progress its innovative cell therapy platforms for cancer David Mehalick of Coeptis to serve as Chief Executive Officer; Chris Calise of Bull Horn to join the Board of Directors Merger anticipated to close in third quarter 2022; combine

Form of Voting Agreement, dated as of April 18, 2022, by and among Bull Horn, Coeptis and certain stockholders of Coeptis.

Exhibit 10.1 Exhibit A FORM OF VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this ?Agreement?) is made as of April 18, 2022, by and among (i) Bull Horn Holdings Corp., a British Virgin Islands business company (together with its successors, including after giving effect to the Domestication (as defined in the Merger Agreement (as defined below)), the ?Purchaser?), (ii) Coeptis Th

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 18, 2022 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Commission File Number

Entry into a Material Definitive Agreement

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): April 6, 2022 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Commission File Number)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 4, 2022 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56

Employment Agreement between Coeptis and Daniel Yerace

Exhibit 4.2 EMPLOYMENT AGREEMENT This AGREEMENT, dated this 21st day of February, 2022 (the ?Agreement?), is entered into between Coeptis Therapeutics, Inc., a Delaware corporation with a principal place of business at 105 Bradford Road, Suite 420, Wexford, PA 15090 (the ?Company?), and Daniel A. Yerace, an individual with a residence at 402 Schomburg Court, Cranberry Township, PA 16066 (the ?Exec

Employment Agreement between Coeptis and David Mehalick

Exhibit 4.1 EMPLOYMENT AGREEMENT This AGREEMENT, dated this 21st day of February, 2022 (the ?Agreement?), is entered into between Coeptis Therapeutics, Inc., a Delaware corporation with a principal place of business at 105 Bradford Road, Suite 420, Wexford, PA 15090 (the ?Company?), and David Mehalick, an individual with a residence at 5000 Treesdale Drive, Gibsonia, PA 15044 (the ?Executive?). WH

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 21, 2022 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Commission File Num

EX-FILING FEES

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 REGISTRATION STATEMENT (Form Type) COEPTIS THERAPEUTICS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter)

Table of Contents Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) delaware ? ? 5961 ? ? 83-4284557 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) ? ? (PRIMARY STANDARD INDUSTRIAL CLASSIFICATI

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 20, 2021 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Commission File Num

Co-development and Steering Committee Agreement with VyGen-Bio, Inc.

Exhibit 4.1 CO-DEVELOPMENT and STEERING COMMITTEE AGREEMENT This Co-development and Steering Committee Agreement (the "Agreement") is made and entered into for good and valuable consideration by VyGen-Bio, Inc. ("VyGen-Bio") and Coeptis Therapeutics, Inc. (together with its subsidiary Coeptis Pharmaceuticals, Inc."Coeptis") (collectively VyGen-Bio and Coeptis are referred to as the "Parties") as o

Coeptis Therapeutics, Inc. 3,000,000 Shares of Common Stock

253G1 1 coeptis253g1.htm FORM 253(G)(1) Filed Pursuant to Rule 253(g)(1) File No. 024-11719 OFFERING CIRCULAR Coeptis Therapeutics, Inc. 3,000,000 Shares of Common Stock By this Offering Circular, Coeptis Therapeutics, Inc., a Delaware corporation, is offering for sale a maximum of 3,000,000 shares of its common stock (the “Offered Shares”), at a fixed price of $3.00 per share, pursuant to Tier 2

COEPTIS THERAPEUTICS, INC. 105 Bradford Road - Suite 420 Wexford, Pennsylvania 15090

COEPTIS THERAPEUTICS, INC. 105 Bradford Road - Suite 420 Wexford, Pennsylvania 15090 December 1, 2021 VIA EDGAR Mr. Joshua Gorsky Office of Life Sciences Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Coeptis Therapeutics, Inc. (the “Company”) Offering Statement on Form 1-A (the “Offering Statement”) Commission File No. 024-11719 De

Item 6 of Part One Continued

Item 6 of Part One Continued Unregistered Securities Issued As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state: (a) Name of such issuer COEPTIS THERAPEUTICS, INC.

Consent of Independent Registered Public Accounting Firm

Exhibit 11.1 Consent of Independent Registered Public Accounting Firm Coeptis Therapeutics, Inc. Wexford, Pennsylvania We hereby consent to the use in this Form 1-A Regulation A Offering Statement of Coeptis Therapeutics, Inc. (formerly Coeptis Pharmaceuticals, Inc.) of our report dated May 10, 2021, related to the consolidated financial statements of Coeptis Therapeutics, Inc. as of December 31,

As filed with the Securities and Exchange Commission on November 18, 2021 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

Table of Contents As filed with the Securities and Exchange Commission on November 18, 2021 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated November , 2021 An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the “SEC”).

SUBSCRIPTION AGREEMENT Coeptis Pharmaceuticals, Inc. NOTICE TO INVESTORS

Exhibit 4.1 SUBSCRIPTION AGREEMENT Coeptis Pharmaceuticals, Inc. NOTICE TO INVESTORS The securities of Coeptis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time and who can afford to lose th

NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022

Exhibit 12.1 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 940-367-6154 November 18, 2021 Coeptis Therapeutics, Inc. 105 Bradford Road Suite 420 Wexford, Pennsylvania 15090 Re: Offering Statement on Form 1-A Gentlemen: We have been requested by Coeptis Therapeutics, Inc., a Delaware corporation (the “Company”), to furnish you with our opinion as to the matt

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transaction period from to Commission File No. 000-56194 C

Termination of a Material Definitive Agreement

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): September 24, 2021 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Commission File Nu

Termination of a Material Definitive Agreement

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): August 23, 2021 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Commission File Numbe

Amendment No. 1 to Co-Development Option Purchase Agreement (SNP) between Coeptis and VyGen-Bio, Inc.

EX-4.1 2 coeptisex0401.htm AMENDMENT #1 TO OPTION PURCHASE AGREEMENT Exhibit 4.1 Amendment #1 to Option Purchase Agreement CD38-SNP-DIAG This Amendment #1 (the “Amendment #1”) to the CD38-SNP-DIAG Option Purchase Agreement dated April 26, 2021 (the “Agreement”) is made and entered into by and between VyGen-Bio, Inc., (“VyGen-Bio”) and Coeptis Pharmaceuticals, Inc. (“Coeptis”) and for good and valu

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): August 15, 2021 COEPTIS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Commission File Numbe

Amendment No. 1 to Co-Development Option Purchase Agreement (GEAR) between Coeptis Pharmaceuticals, Inc. and VyGen-Bio, Inc. (incorporated by reference to Exhibit 4.2 to Coeptis’ Form 8-K, filed with the SEC on August 19, 2021).

Exhibit 4.2 Amendment #1 to Option Purchase Agreement CD38-GEAR-NK(Auto) This Amendment #1 (the “Amendment #1”) to the CD38-GEAR-NK(Auto) Option Purchase Agreement dated April 26, 2021 (the “Agreement”) is made and entered into by and between VyGen-Bio, Inc., (“VyGen-Bio”) and Coeptis Pharmaceuticals, Inc. (“Coeptis”) and for good and valuable consideration. The Parties mutually agree as follows:

Coeptis Therapeutics Partners with VyGen-Bio, Inc. to Co-develop Two Assets Designed to Improve the Treatment of CD38-Related Cancers Technologies include CD38-GEAR-NK, a cell therapy technology, and CD38-Diagnostic, an in vitro diagnostic

Exhibit 99.1 Coeptis Therapeutics Partners with VyGen-Bio, Inc. to Co-develop Two Assets Designed to Improve the Treatment of CD38-Related Cancers Technologies include CD38-GEAR-NK, a cell therapy technology, and CD38-Diagnostic, an in vitro diagnostic Wexford, PA, August 19, 2021 ? Coeptis Therapeutics, Inc. (OTC PINK: COEP), a pharmaceutical company focused on the development of innovative techn

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly REPORT PURSUANT to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transaction period from to Commission File No. 000-56194 Coepti

Healthcare Investor Relations | Corporate Communications | Clinical Trial Patient Recruitment Vinings Holdings, Inc. to be Renamed Coeptis Therapeutics, Inc. New Corporate Name and Updated Stock Ticker Symbol Highlight Company’s Brand Transformation

Exhibit 99.1 Healthcare Investor Relations | Corporate Communications | Clinical Trial Patient Recruitment Vinings Holdings, Inc. to be Renamed Coeptis Therapeutics, Inc. New Corporate Name and Updated Stock Ticker Symbol Highlight Company?s Brand Transformation Wexford, PA, July 9, 2021 ? Vinings Holdings, Inc. (OTC PINK: NDYN), today announced that it is changing its corporate name to ?Coeptis T

Amended and Restated Bylaws of Coeptis Therapeutics, Inc.

Exhibit 3.2 Amended and Restated Bylaws of Coeptis Therapeutics, Inc. (effective July 12, 2021) SECTION 1 Certification of Incorporation 1.1. The nature of the business or purposes of the corporation shall be as set forth in its certificate of incorporation. These by-laws, the powers of the corporation and of its directors and stockholders, and all matters concerning the management of the business

Certificate of Amendment to Certificate of Incorporation to effect name change from Vinings Holdings Inc. to Coeptis Therapeutics, Inc.

EX-3.1 2 coeptisex0301.htm CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF VININGS HOLDINGS, INC. Vinings Holdings, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify: FIRST: That at a meeting

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

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): July 12, 2021 Coeptis Therapeutics Inc. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM 10-Q/A

10-Q/A 1 vinings10qa-xbrl.htm FORM 10Q/A FOR XBRL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM 10-Q/A x Quarterly REPORT PURSUANT to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transaction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 vinings10q-033121.htm QUARTERLY REPORT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x Quarterly REPORT PURSUANT to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 or ¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transaction peri

Co-Development Option Purchase Agreement (GEAR) between Coeptis and Vy-Gen Bio, Inc.

EXHIBIT 4.2 Option Purchase Agreement CD38-GEAR-NK(Auto) This CD38-GEAR-NK(Auto) Option Purchase Agreement (the "Agreement") is made and entered into by and between VyGen-Bio, Inc., ("VyGen-Bio") and Coeptis Pharmaceuticals, Inc. ("Coeptis") and for good and valuable consideration the Parties agree as follows: 1) Option. In consideration for Coeptis paying VyGen-Bio the Option Purchase Price as de

Co-Development Option Purchase Agreement (SNP) between Coeptis and Vy-Gen Bio, Inc.

EX-4.1 2 viningsex0401.htm OPTION PURCHASE AGREEMENT EXHIBIT 4.1 Option Purchase Agreement CD38-SNP-DIAG This CD38-SNP-DIAG Option Purchase Agreement (the "Agreement") is made and entered into by and between VyGen-Bio, Inc., ("VyGen-Bio") and Coeptis Pharmaceuticals, Inc. ("Coeptis") and for good and valuable consideration the Parties agree as follows: 1) Option. In consideration for Coeptis payin

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 vinings8k.htm CURRENT REPORT 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): May 11, 2021 VININGS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorpora

- FROM 10-K TRANSITION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KT (Mark One) ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 Or ☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from March 1, 2020 to December 31, 20

VININGS HOLDINGS, INC. PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET DATA DECEMBER 31, 2020 (UNAUDITED)

Exhibit 99.2 VININGS HOLDINGS, INC. PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET DATA DECEMBER 31, 2020 (UNAUDITED) Assets Coeptis Vinings Pro forma Adjustments NR Combined Current Assets Cash $ 202,965 $ 6,355 $ (51,045 ) 2 $ 158,275 Accounts receivable 21,786 ? 21,786 Inventories ? ? ? Total Current Assets 224,751 6,355 (51,045 ) 180,061 Furniture and equipment, net 15,507 ? ? 15,507 License ri

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): May 6, 2021 (February 12, 2021) VININGS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incor

COEPTIS PHARMACEUTICALS, INC. AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2019 and 2018 TABLE OF CONTENTS

EX-99.1 2 viningsex9901.htm FINANCIAL STATEMENTS Exhibit 99.1 COEPTIS PHARMACEUTICALS, INC. AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2019 and 2018 TABLE OF CONTENTS PAGE AUDITORS’ REPORT 1 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets 2 Consolidated Statements of Operations 3 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) 4 Cons

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): April 30, 2021 VININGS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VININGS HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Februa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VININGS HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 629709205 (CUSIP Number) February 12, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VININGS HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Februa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VININGS HOLDINGS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 629709205 (CUSIP Number) February 12, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Table of Contents 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 12, 2021 VININGS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56194 84-3998117 (State or other jurisdiction of incorporation) (Commi

Bylaws of Coeptis Pharmaceuticals, Inc.

EX-3.5 5 viningsex0305.htm BY-LAWS Exhibit 3.5 BY-LAWS OF COEPTIS PHARMACEUTICALS, INC. ARTICLE I OFFICES 1.1. Registered Office: The registered office shall be established and maintained at 251 Little Falls Drive, Wilmington, Delaware 19808, and Corporation Service Company shall be the registered agent of the Corporation in charge thereof. 1.2. Other Offices: The Corporation may have other office

Certificate of Incorporation of Coeptis Pharmaceuticals, Inc., as filed with the Secretary of State of the State of Delaware on October 16, 2018

EX-3.2 4 viningsex0302.htm CERTIFICATE OF INCORPORATION Exhibit 3.2 STATE OF DELAWARE CERTIFICATE OF INCORPORATION A STOCK CORPORATION (WITH DIRECTORS LIABILITY) State or Delaware Secretary or State DM1lon of Corporatton Dellnred 03:32 PM 10 / 16 i 2018 FILED 03:32 PM 10 / 16 i 2018 SR 20187167947 • FIie Number 7105181 The undersigned lncorporator hereby certifie$ as follows: 1. The name of the Co

COEPTIS PHARMACEUTICALS, INC. AND SUBSIDIARY VININGS HOLDINGS, INC. PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS Year Ended December 31, 2019 COEPTIS PHARMACEUTICALS, INC. AND SUBSIDIARY VININGS HOLDINGS, INC. PRO FORMA COMBINED BALANCE S

EX-99.2 10 viningsex9902.htm UNAUDITED PRO FORMA COMBINED FINANCIALS Exhibit 99.2 COEPTIS PHARMACEUTICALS, INC. AND SUBSIDIARY VININGS HOLDINGS, INC. PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS Year Ended December 31, 2019 COEPTIS PHARMACEUTICALS, INC. AND SUBSIDIARY VININGS HOLDINGS, INC. PRO FORMA COMBINED BALANCE SHEETS December 31, 2019 ASSETS Coeptis Vinings 2019 CURRENT ASSETS C

Subsidiaries of Vinings Holdings, Inc.

EX-21.1 7 viningsex2101.htm SUBSIDIARIES OF REGISTRANT Exhibit 21.1 Subsidiaries of Registrant Coeptis Pharmaceuticals, Inc.(F1) Delaware Coeptis Pharmaceuticals LLC (F1) Pennsylvania F1: Included in the combined financial statements.

Indemnity Agreement, effective February 12, 2021, among Vinings Holdings, Inc., and Sterling Acquisition I, LLC as indemnitor

Exhibit 10.1 Indemnity Agreement This INDEMNITY AGREEMENT, dated as of February 12, 2021 (this ?Agreement?), among Vinings Holdings, Inc., a Delaware corporation (?Vinings?) and Sterling Acquisition I, Inc., a Delaware corporation (?Sterling? or the ?Indemnitor?). RECITALS: WHEREAS, reference is made to that certain Agreement and Plan of Merger, dated as of December 31, 2020 (as amended, the ?Merg

COEPTIS PHARMACEUTICALS, INC. AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2019 and 2018 TABLE OF CONTENTS

Exhibit 99.1 COEPTIS PHARMACEUTICALS, INC. AND SUBSIDIARY CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2019 and 2018 TABLE OF CONTENTS PAGE AUDITORS? REPORT 1 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets 2 Consolidated Statements of Operations 3 Consolidated Statements of Changes in Stockholders? Equity (Deficit) 4 Consolidated Statements of Cash Flows 5 Notes to Cons

Amendment No. 1 and Modification to Agreement and Plan of Merger

EX-2.2 2 viningsex0202.htm AMENDMENT NO. 1 AND MODIFICATION TO PLAN OF MERGER Exhibit 2.2 AMENDMENT NO. 1 AND MODIFICATION TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1 AND MODIFICATION, dated as of February 9, 2021 (this “Amendment No. 1”), to the Agreement and Plan of Merger (“Merger Agreement”) December 31, 2020, by and among Coeptis Pharmaceuticals, Inc., a Delaware Corporation with its prin

Certificate of Merger as filed with the Delaware Secretary of State effective February 12, 2021

EX-2.3 3 viningsex0203.htm CERTIFICATE OF MERGER Exhibit 2.3 CERTIFICATE OF MERGER of COEPTIS ACQUISITION SUB, INC. a Delaware corporation, with and into COEPTIS PHARMACEUTICALS, INC. a Delaware corporation Pursuant to Title 8, Section 251 of the General Corporation Law of the State of Delaware Coeptis Pharmaceuticals, Inc. a Delaware corporation (“Company”), in lieu of filing the agreement of mer

Quarterly Report - QUARTERLY REPORT

10-Q 1 vinings10q-113020.htm QUARTERLY REPORT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the tr

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES 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): December 31, 2020 VININGS HOLDINGS, INC. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 000-56194 84-3998117 (Commission Fi

Agreement and Plan of Merger and Reorganization, dated as of December 31, 2019, by and among Vinings Holdings, Inc. a Delaware corporation, Coeptis Acquisition Corp., a Delaware corporation and Coeptis Pharmaceuticals, Inc., a Delaware corporation

EX-2.1 2 ex21.htm AGREEMENT AND PLAN OF MERGER EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (“Agreement”) is made and entered into as of December 31, 2020 (the “Effective Date”), by and among Coeptis Pharmaceuticals, Inc., a Delaware Corporation with its principal office at 105 Bradford Rd., Suite #420, Wexford, PA 15090 (“Coeptis”), and Vinings Holdings, Inc., a Dela

Divestiture Agreement, effective December 23, 2020, among Vinings Holdings, Inc. and Sterling Acquisition I, LLC regarding NDYN Delaware, Inc.

EXHIBIT 10.1 1 2 3 4

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES 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): December 22, 2020 VININGS HOLDINGS, INC. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 000-56194 84-3998117 (Commission Fi

Subscription Agreement and Investment Letter Sample

EXHIBIT 4.1 SUBSCRIPTION AGREEMENT AND INVESTMENT LETTER 1. Subscription for Stock. The undersigned (“subscriber” or “Investor”) hereby subscribes for and agrees to purchase a total of TEN THOUSAND (10,000) shares of Common Stock (the "Securities"), of Vinings Holdings, Inc., a Delaware corporation (the "Company"), at a price of $0.01/share, aggregating ONE HUNDRED Dollars ($100). 2. No Registrati

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES 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): November 4, 2020 VININGS HOLDINGS, INC. (Exact name of registrant as specified in charter) Delaware (State or other jurisdiction of incorporation) 000-56194 84-3998117 (Commission Fil

Form of A Warrant

EXHIBIT 4.2 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("FEDERAL ACT") OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON THE EXEMPTIONS CONTAINED THEREIN. THIS WARRANT AND ANY SHARES ISSUED UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS RE

Form of B Warrant

EX-4.3 4 ex43.htm EXHIBIT 4.3 THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("FEDERAL ACT") OR THE SECURITIES LAWS OF ANY STATE IN RELIANCE UPON THE EXEMPTIONS CONTAINED THEREIN. THIS WARRANT AND ANY SHARES ISSUED UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DIS

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q /A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2020 Or // TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2020 Or // TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56194 VININGS

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: August 31, 2020 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ For the Transition Pe

EX-3.11

EXHIBIT 3(i).11

EX-3.13

EXHIBIT 3(i).13 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18

EX-3.17

EXHIBIT 3(i).17

Certificate of Designation, Preferences and Rights of Series A Preferred Stock

EXHIBIT 4.2 1 2 3

EX-3.8

EXHIBIT 3(i).8

EX-3.19

EXHIBIT 3(i).19

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 VININGS HOLDINGS, INC.

EX-3.6

EXHIBIT 3(i).6

EX-3.10

EXHIBIT 3(i).10

EX-3.20

EXHIBIT 3(i).20

Bylaws of Vinings Holdings, Inc.

EXHIBIT 3(ii).22 BY-LAWS OF VININGS HOLDINGS, INC. SECTION 1 Certification of Incorporation 1.1. The nature of the business or purposes of the corporation shall be as set forth in its certificate of incorporation. These by-laws, the powers of the corporation and of its directors and stockholders, and all matters concerning the management of the business and conduct of the affairs of the corporatio

EX-3.4

EXHIBIT 3(i).4 1 2 3 4 5 6

EX-3.21

EXHIBIT 3(i).21

EX-3.15

EXHIBIT 3(i).15

Certificate of Incorporation of Vinings Holdings, Inc.

EXHIBIT 3(i).18

EX-3.5

EXHIBIT 3(i).5 1 2

Certificate of Designation, Preferences and Rights of Series A Preferred Stock

EXHIBIT 4.1 1 2 3 4

EX-3.9

EXHIBIT 3(i).9

EX-3.12

EXHIBIT 3(i).12

Certificate of Designation – 6.30. 2021 – Series A

EXHIBIT 3(i).3 1 2 3

EX-3.7

EXHIBIT 3(i).7

Bylaws – 6.30.2021

1

EX-10.1

EXHIBIT 10.1

Certificate of Incorporation of Vinings Holdings, Inc.

EX-3.14

EXHIBIT 3(i).14 1 2 3 4 5

EX-3.16

EXHIBIT 3(i).16 1 2 3

PROMISSORY NOTE

EXHIBIT 10.2 PROMISSORY NOTE This PROMISSORY NOTE AGREEMENT is entered into on this 19th day of December 2019, by and between Coral Investment Partners, LP, a Georgia Limited Partnership, whose address is 2030 Powers Ferry Road SE, Suite # 212, Atlanta, GA. 30339 (“Creditor” or “CORAL”) and Vinings Holdings, Inc, a Delaware Corporation, whose principal address is 2030 Powers Ferry Road SE, Suite #