BHSEW / Bull Horn Holdings Corp - Warrants (31/10/2025) - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Bull Horn Holdings Corp - Warrants (31/10/2025)
US ˙ NASDAQ ˙ VGG1686P1229
DETTE SYMBOL ER IKKE LÆNGERE AKTIVT

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CIK 1759186
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Bull Horn Holdings Corp - Warrants (31/10/2025)
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
June 1, 2026 EX-99.2

Z SQUARED INC. (formerly known as Coeptis Therapeutics Holdings, Inc.) CONDENSED CONSOLIDATED BALANCE SHEETS

Z Squared Inc. 10-Q Exhibit 99.2 Z SQUARED INC. (formerly known as Coeptis Therapeutics Holdings, Inc.) CONDENSED CONSOLIDATED BALANCE SHEETS As of March 31, 2026 (unaudited) December 31, 2025 ASSETS CURRENT ASSETS Cash $ 5,211,188 $ 5,674,302 Marketable securities 50,551 676,596 Interest receivable 15,287 7,348 Prepaid assets 631,082 991,903 TOTAL CURRENT ASSETS 5,908,108 7,350,149 PROPERTY AND E

June 1, 2026 8-K/A

UNITED STATES 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): April 24, 202

UNITED STATES 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): April 24, 2026 Z Squared Inc. (Exact name of registrant as specified in its charter) Delaware 001-39669 98-1465952 (State or other jurisdiction of incorporation) (

June 1, 2026 EX-99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended, and presents the combination of the historical financial information of Coeptis Therapeutics Holdings, Inc. (“Coeptis” or the “Purchaser”) and Z Squared Inc. (

June 1, 2026 EX-99.1

INDEX TO FINANCIAL STATEMENTS

Exhibit 99.1 Z SQUARED, INC. AUDITED FINANCIAL STATEMENTS For the Years Ended December 31, 2025 and 2024 INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID 03523) 3 Balance Sheets as of December 31, 2025 and 2024 4 Statements of Operations for the years ended December 31, 2025 and 2024 5 Statements of Changes in Stockholders’ Equity (Deficit) for the ye

June 1, 2026 EX-99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended, and presents the combination of the historical financial information of Coeptis Therapeutics Holdings, Inc. (“Coeptis” or the “Purchaser”) and Z Squared Inc. (

May 22, 2026 8-K

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): May 22, 2026 Z Squared Inc. (Exac

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): May 22, 2026 Z Squared Inc. (Exact name of registrant as specified in its charter) Delaware 001-39669 98-1465952 (State or other jurisdiction of incorporation) (Commission File Number

May 21, 2026 8-K

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): May 19, 2026 Z Squared Inc. (Exac

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): May 19, 2026 Z Squared Inc. (Exact name of registrant as specified in its charter) Delaware 001-39669 98-1465952 (State or other jurisdiction of incorporation) (Commission File Number

May 21, 2026 EX-99.1

Z Squared, Inc. Outlines Phase 1 Plan to Reach 100 MW of AI-Ready Infrastructure for Inference Workloads

Exhibit 99.1 Z Squared, Inc. Outlines Phase 1 Plan to Reach 100 MW of AI-Ready Infrastructure for Inference Workloads Ft. Lauderdale — May 19, 2026 — Z Squared, Inc. (NASDAQ: ZSQR) (the “Company”), a digital infrastructure company expanding into AI infrastructure for inference workloads, today announced the Phase 1 destination of its strategy which includes a goal of reaching 100 megawatts (MW) of

May 15, 2026 10-Q

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 March 31, 2026 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. 001-39669 Z Squared I

May 15, 2026 EX-3.3

SECOND AMENDED AND RESTATED BYLAWS Z SQUARED, INC. ARTICLE I Meeting of Stockholders

EXHIBIT 3.3 SECOND AMENDED AND RESTATED BYLAWS OF Z SQUARED, INC. ARTICLE I Meeting of Stockholders 1. Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any o

May 1, 2026 8-K

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): April 27, 2026 Z Squared Inc. (Ex

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): April 27, 2026 Z Squared Inc. (Exact name of registrant as specified in its charter) Delaware 001-39669 98-1465952 (State or other jurisdiction of incorporation) (Commission File Numb

May 1, 2026 EX-99.2

Z Squared Announces Executive Leadership Appointments to Advance AI Infrastructure Strategy

Exhibit 99.2 Z Squared Announces Executive Leadership Appointments to Advance AI Infrastructure Strategy Michelle Burke Appointed Co-Chief Executive Officer; Ryan Schadel Appointed Chief Marketing Officer as Company Aligns Leadership with Power and High-Density Compute Strategy Fort Lauderdale, FL — April 28, 2026 — Z Squared, Inc. (Nasdaq: ZSQR) (“Z Squared” or the “Company”), a vertically integr

May 1, 2026 EX-10.1

BINDING LETTER OF INTENT Acquisition of Skycore Digital LLC by Z Squared Inc. April 28, 2026

Exhibit 10.1 BINDING LETTER OF INTENT Acquisition of Skycore Digital LLC by Z Squared Inc. April 28, 2026 MN Data Centers JV LLC, 4 Peddlers Row, Unit #93, Newark, DE 19702 (Attn: Igor Soshkin) Claw Holdings, LLC, 238 Thunder Road, Rutherfordton, NC 28139 (Attn: Charlie D. Brooks II) Re:Acquisition of the Membership Interests of Skycore Digital LLC Ladies and Gentlemen: This Binding Letter of Inte

May 1, 2026 EX-10.2

SECOND AMENDMENT TO CONSULTING AGREEMENT

Exhibit 10.2 SECOND AMENDMENT TO CONSULTING AGREEMENT This SECOND AMENDMENT TO CONSULTING AGREEMENT (this “Amendment”) is made and entered into as of April , 2026, by and between Z Squared, Inc., a Wyoming corporation (the “Company”), and Group 10 Holdings, LLC, a New Jersey limited liability company (the “Consultant” and, together with the Company, the “Parties” and each, a “Party”). RECITALS WHE

May 1, 2026 EX-10.9

INDEPENDENT DIRECTOR AGREEMENT

Exhibit 10.9 INDEPENDENT DIRECTOR AGREEMENT THIS INDEPENDENT DIRECTOR AGREEMENT is made effective as of June 4, 2025 (the “Agreement”), between Z Squared a Wyoming corporation (the “Company”), and [ ], residing at [ ] (“Director”). WHEREAS, it is essential to the Company to retain and attract as directors the most capable persons available to serve on the board of directors of the Company (the “Bo

May 1, 2026 EX-10.14

Z SQUARED, INC. 2025 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.14 Z SQUARED, INC. 2025 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK AWARD AGREEMENT I. NOTICE OF RESTRICTED STOCK AWARD Participant Name: Address: Z Squared, Inc., a Wyoming corporation (the "Company"), hereby grants to the undersigned Participant (the "Participant") the number of shares of the Company's common stock, par value $0.0001 per share (the "Shares"), set forth below, as an A

May 1, 2026 EX-10.7

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.7 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 27, 2026 (the “A&R Effective Date”), is made by and between Z SQUARED, INC., a Delaware corporation (together with its successors and assigns, the “Company”), and Brian Cogley (the “Executive”), and amends, restates and supersedes in its en

May 1, 2026 EX-10.5

Executing a Retail Investor Marketing campaign for Z Squared Inc. Client: Z Squared Inc. Delivered on: 2/24/26 Submitted by: Retail Sparks OVERVIEW AND GOALS 1 Dear Ryan, In the world of retail investor marketing, the term “proper marketing campaign”

Exhibit 10.5 Executing a Retail Investor Marketing campaign for Z Squared Inc. Client: Z Squared Inc. Delivered on: 2/24/26 Submitted by: Retail Sparks OVERVIEW AND GOALS 1 Dear Ryan, In the world of retail investor marketing, the term “proper marketing campaign” has been tossed around so much that it risks becoming a cliché. But here’s the reality: retail investors demand more than buzzwords — th

May 1, 2026 EX-99.3

Z Squared Announces Completion of Business Combination with Coeptis Therapeutics and Listing on the Nasdaq Global Market ~ Shares to Commence Trading on the Nasdaq Global Market Under Ticker Symbol “ZSQR” Monday April 27, 2026 ~

Exhibit 99.3 Z Squared Announces Completion of Business Combination with Coeptis Therapeutics and Listing on the Nasdaq Global Market ~ Shares to Commence Trading on the Nasdaq Global Market Under Ticker Symbol “ZSQR” Monday April 27, 2026 ~ Fort Lauderdale, FL., April 24, 2026 Z Squared, Inc. (Nasdaq: ZSQR) (“Z Squared” or the “Company”), a vertically integrated computing infrastructure company,

May 1, 2026 EX-10.8

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.8 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), dated as of April 27, 2026 (the “Effective Date”), is made by and between Z SQUARED, INC., a Delaware corporation (together with its successors and assigns, the “Company”), and Ryan Schadel (the “Executive”). WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth h

May 1, 2026 EX-10.12

Z Squared, Inc. 2025 Incentive Compensation Plan STOCK OPTION GRANT AGREEMENT

Exhibit 10.12 Z Squared, Inc. 2025 Incentive Compensation Plan STOCK OPTION GRANT AGREEMENT I. NOTICE OF OPTION GRANT Grantee Name: Address: Z Squared, Inc., a Delaware corporation (the “Company”) hereby grants the undersigned Grantee (the “Grantee”) a stock option (the “Option”) to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), subject to the terms and

May 1, 2026 EX-10.3

CORPORATE SERVICES AGREEMENT

Exhibit 10.3 CORPORATE SERVICES AGREEMENT This Services Agreement (this “Agreement”) is entered and effective as of 1/23/2026 (the “Effective Date”), by and between Z Squared Inc., a Wyoming corporation (the “Company” or “ZSQR”) and Moneta Advisory Partners, LLC, a Delaware limited liability company (“MAP” and together with the Company, the “Parties”, or individually as a “Party”). RECITALS A. MAP

May 1, 2026 EX-99.1

Z Squared to Acquire Skycore Digital, Adding 24 MW of Energized AI Infrastructure with Expansion Path to 42 MW Company to Ring Closing Bell at Nasdaq MarketSite

Exhibit 99.1 Z Squared to Acquire Skycore Digital, Adding 24 MW of Energized AI Infrastructure with Expansion Path to 42 MW Company to Ring Closing Bell at Nasdaq MarketSite Fort Lauderdale, FL., April 29, 2026 — Z Squared, Inc. (Nasdaq: ZSQR) (“Z Squared” or the “Company”), a vertically integrated digital infrastructure company, today announced that it has entered into a binding letter of intent

May 1, 2026 EX-10.6

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.6 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 27, 2026 (the “A&R Effective Date”), is made by and between Z SQUARED, INC., a Delaware corporation (together with its successors and assigns, the “Company”), and David Halabu (the “Executive”), and amends, restates and supersedes in its en

May 1, 2026 EX-10.4

New York • Chicago • San Diego • Aliso Viejo • Austin • Minneapolis • Taipei • São Paulo

Exhibit 10.4 New York • Chicago • San Diego • Aliso Viejo • Austin • Minneapolis • Taipei • São Paulo www.mzgroup.us INVESTOR RELATIONS CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (“Agreement”) is made as of the date last signed below by and between Z Squared, Inc. (hereinafter referred to as the “Company” or “ZSQR”) and MZHCI, LLC, a MZ Group Company (hereinafter referred collectively as the “

May 1, 2026 EX-10.10

Z SQUARED, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

Exhibit 10.10 Z SQUARED, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM This Non-Employee Director Compensation Program (this “Program”) of Z Squared, Inc., a Delaware corporation (the “Company”), has been approved and adopted by the Board of Directors of the Company (the “Board”) to provide for the compensation of members of the Board who are not employees of the Company or any of its subsidiari

May 1, 2026 EX-10.13

Z SQUARED, INC. 2025 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT

Exhibit 10.13 Z SQUARED, INC. 2025 INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT I. NOTICE OF RESTRICTED STOCK UNIT AWARD Participant Name: Address: Z Squared, Inc., a Delaware corporation (the “Company”) hereby grants the undersigned Participant (the “Participant”) Restricted Stock Units (“RSUs”) covering shares of the Company’s common stock, par value $0.0001 per share (the “

April 30, 2026 EX-10.6

Z SQUARED INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “ Agreement ”) is made as of February 14 , 2026 and is between Z Squared Inc . , a Wyoming corporation (the “ Company ”), and Dave Halabu (“ Indemnitee ”) . RECITALS WHEREA

Exhibit 10.6 Z SQUARED INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “ Agreement ”) is made as of February 14 , 2026 and is between Z Squared Inc . , a Wyoming corporation (the “ Company ”), and Dave Halabu (“ Indemnitee ”) . RECITALS WHEREAS, Indemnitee’s service to the Company substantially benefits the Company; WHEREAS, competent and experienced individuals are reluctant t

April 30, 2026 EX-10.2

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above. TRANSFEROR : BSG SERIES CM LLC By: Name: Steven Baldassara Title: MGMBR Z SQUARED : Z SQUARED INC. By: Name: David Halabu Title: Chief Executive Officer

Exhibit 10.2 FIRST AMENDMENT TO AMENDED AND RESTATED ASSET - FOR - SHARE EXCHANGE AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED ASSET - FOR - SHARE EXCHANGE AGREEMENT (the “ Amendment ”) is made and entered into as of February , 2026 , by and between Z Squared Inc . , a Wyoming corporation (“ Z Squared ”) and BSG Series CM a South Carolina Limited Liability Company (“ Transferor, ” and to

April 30, 2026 EX-10.15

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This First Amendment to Executive Employment Agreement (this "Amendment" ), dated as of April 3, 2026 (the "Amendment Effective Date" ), is entered into by and between Z SQUARED INC. , a Wyoming corpo

Exhibit 10.15 FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This First Amendment to Executive Employment Agreement (this "Amendment" ), dated as of April 3, 2026 (the "Amendment Effective Date" ), is entered into by and between Z SQUARED INC. , a Wyoming corporation (together with its successors and assigns, the "Company" ), and Brian Cogley (the "Executive" ). WHEREAS , the Company and the Ex

April 30, 2026 EX-10.8

INDEMNIFICATION AGREEMENT This Indemnification Agreement (“ Agreement ”), dated as of June 3 , 2025 , is by and between Z squared Inc . , a Wyoming corporation (the “ Company ”) and Bryan Fuerst (the “ Indemnitee ”) . WHEREAS , Indemnitee is a direct

Exhibit 10.8 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“ Agreement ”), dated as of June 3 , 2025 , is by and between Z squared Inc . , a Wyoming corporation (the “ Company ”) and Bryan Fuerst (the “ Indemnitee ”) . WHEREAS , Indemnitee is a director and/or officer of the Company ; WHEREAS , both the Company and Indemnitee recognize the increased risk of litigation and other claims

April 30, 2026 EX-10.11

Z SQUARED INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “ Agreement ”) is made as of June 10 , 2025 and is between Z Squared Inc . , a Wyoming corporation (the “ Company ”), and Brian Cogley (“ Indemnitee ”) . RECITALS WHEREAS,

Exhibit 10.11 Z SQUARED INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “ Agreement ”) is made as of June 10 , 2025 and is between Z Squared Inc . , a Wyoming corporation (the “ Company ”), and Brian Cogley (“ Indemnitee ”) . RECITALS WHEREAS, Indemnitee’s service to the Company substantially benefits the Company; WHEREAS, competent and experienced individuals are reluctant to

April 30, 2026 EX-10.3

SECOND AMENDMENT TO AMENDED AND RESTATED ASSET - FOR - SHARE EXCHANGE AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED ASSET - FOR - SHARE EXCHANGE AGREEMENT (the “ Amendment ”) is made and entered into as of April 23 , 2026 , by and between Z

Exhibit 10.3 SECOND AMENDMENT TO AMENDED AND RESTATED ASSET - FOR - SHARE EXCHANGE AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED ASSET - FOR - SHARE EXCHANGE AGREEMENT (the “ Amendment ”) is made and entered into as of April 23 , 2026 , by and between Z Squared Inc . , a Wyoming corporation (“ Z Squared ”) and BSG Series CM a South Carolina Limited Liability Company (“ Transferor ,” and

April 30, 2026 EX-3.2

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COEPTIS THERAPEUTICS HOLDINGS, INC. Coeptis Therapeutics Holdings, Inc . , a corporation organized and existing under and by virtue of the General Corporation Law of the

Exhibit 3.2 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COEPTIS THERAPEUTICS HOLDINGS, INC. Coeptis Therapeutics Holdings, Inc . , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation") , hereby certifies as follows : 1. The Amended and Restated Certificate of In c orporation of the C

April 30, 2026 EX-10.14

EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “ Agreement ”), dated as of June 1 1 , 2025 (the “ Effective Date ”), is made by and between Z SQUARED INC . , a Wyoming corporation (together with its successors and assigns, th

Exhibit 10.14 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “ Agreement ”), dated as of June 1 1 , 2025 (the “ Effective Date ”), is made by and between Z SQUARED INC . , a Wyoming corporation (together with its successors and assigns, the “ Company ”), and Brian Cogley (the “ Executive ”) . WHEREAS , the Company desires to employ the Executive on the terms and conditions

April 30, 2026 EX-10.9

INDEMNIFICATION AGREEMENT This Indemnification Agreement (“ Agreement ”), dated as of June 3 , 2025 , is by and between Z squared Inc . , a Wyoming corporation (the “ Company ”) and Kenneth Cooper (the “ Indemnitee ”) . WHEREAS , Indemnitee is a dire

Exhibit 10.9 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“ Agreement ”), dated as of June 3 , 2025 , is by and between Z squared Inc . , a Wyoming corporation (the “ Company ”) and Kenneth Cooper (the “ Indemnitee ”) . WHEREAS , Indemnitee is a director and/or officer of the Company ; WHEREAS , both the Company and Indemnitee recognize the increased risk of litigation and other claim

April 30, 2026 EX-21.1

Subsidiaries of Z Squared Inc.

Exhibit 21.1 Subsidiaries of Z Squared Inc. Z Squared Opco Inc. Wyoming GEAR Therapeutics, Inc. Florida

April 30, 2026 EX-10.12

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.12 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), dated as of March 18, 2025 (the “Effective Date”), is made by and between Z SQUARED INC., a Wyoming corporation (together with its successors and assigns, the “Company”), and David Halabu (the “Executive”). WHEREAS, the Company desires to employ the Executive on the terms and conditions set forth he

April 30, 2026 EX-99.1

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION Capitalized terms used but not defined herein have the same meanings ascribed thereto in the Form S-4, as amended, initially filed by Coeptis on May 25, 2025 with the Securities and Exchange Commission (the “Coeptis Form S-4”). Introduction The following unaudited pro forma consolidated financial information has been prepared in a

April 30, 2026 8-K

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): April 24, 2026 Z Squared Inc. (Ex

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): April 24, 2026 Z Squared Inc. (Exact name of registrant as specified in its charter) Delaware 001-39669 98-1465952 (State or other jurisdiction of incorporation) (Commission File Numb

April 30, 2026 EX-10.1

4934 - 1975 - 2527.1 AMENDED AND RESTATED ASSET - FOR - SHARE EXCHANGE AGREEMENT THIS AMENDED AND RESTATED ASSET - FOR - SHARE EXCHANGE AGREEMENT (the “ Agreement ”) is made and entered into as of June 24 , 2025 , by and between Z Squared Inc . , a W

Exhibit 10.1 4934 - 1975 - 2527.1 AMENDED AND RESTATED ASSET - FOR - SHARE EXCHANGE AGREEMENT THIS AMENDED AND RESTATED ASSET - FOR - SHARE EXCHANGE AGREEMENT (the “ Agreement ”) is made and entered into as of June 24 , 2025 , by and between Z Squared Inc . , a Wyoming corporation (“ Z Squared ”) and BSG Series CM a South Carolina Limited Liability Company (“ Transferor ”) . RECITALS WHEREAS , Tra

April 30, 2026 EX-10.7

INDEMNIFICATION AGREEMENT This Indemnification Agreement (“ Agreement ”), dated as of June 3 , 2025 , is by and between Z squared Inc . , a Wyoming corporation (the “ Company ”) and Adam Sohn (the “ Indemnitee ”) . WHEREAS , Indemnitee is a director

Exhibit 10.7 INDEMNIFICATION AGREEMENT This Indemnification Agreement (“ Agreement ”), dated as of June 3 , 2025 , is by and between Z squared Inc . , a Wyoming corporation (the “ Company ”) and Adam Sohn (the “ Indemnitee ”) . WHEREAS , Indemnitee is a director and/or officer of the Company ; WHEREAS , both the Company and Indemnitee recognize the increased risk of litigation and other claims bei

April 30, 2026 EX-10.10

Z SQUARED INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “ Agreement ”) is made as of February 14 , 2026 , and is between Z Squared Inc . , a Wyoming corporation (the “ Company ”), and Michelle Burke (“ Indemnitee ”) . RECITALS W

Exhibit 10.10 Z SQUARED INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “ Agreement ”) is made as of February 14 , 2026 , and is between Z Squared Inc . , a Wyoming corporation (the “ Company ”), and Michelle Burke (“ Indemnitee ”) . RECITALS WHEREAS, Indemnitee’s service to the Company substantially benefits the Company; WHEREAS, competent and experienced individuals are reluc

April 30, 2026 EX-10.13

EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “ Agreement ”), dated as of June 25 , 2025 (the “ Effective Date ”), is made by and between Z SQUARED INC . , a Wyoming corporation (the “ Company ”) and Michelle Burke (the “ Ex

Exhibit 10.13 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “ Agreement ”), dated as of June 25 , 2025 (the “ Effective Date ”), is made by and between Z SQUARED INC . , a Wyoming corporation (the “ Company ”) and Michelle Burke (the “ Executive ”) . WHEREAS , the Company desires to employ the Executive on the terms and conditions set forth herein ; and WHEREAS , the Exec

April 28, 2026 EX-99.1

Z Squared Provides Additional Information on Previously Disclosed Pro Rata Distribution

Exhibit 99.1 Z Squared Provides Additional Information on Previously Disclosed Pro Rata Distribution FORT LAUDERDALE, Fla, April 27, 2026 (NASDAQ: ZSQR). Z Squared, Inc. (“Company”) today issued supplemental information related to its previously announced business combination with Coeptis Therapeutics Holdings, Inc. and its pro rata dividend distribution related to Coeptis Therapeutics Holdings, I

April 28, 2026 8-K

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 27, 2026 COEPTIS THERAPEUTICS HOLDINGS, I

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 27, 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 Fi

April 24, 2026 8-K

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 24, 2026 COEPTIS THERAPEUTICS HOLDINGS, I

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 24, 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 Fi

April 24, 2026 EX-99.1

Z Squared Announces Completion of Business Combination with Coeptis Therapeutics and Listing on the Nasdaq Global Market ~ Shares to Commence Trading on the Nasdaq Global Market Under Ticker Symbol “ZSQR” Monday April 27, 2026 ~

Exhibit 99.1 Z Squared Announces Completion of Business Combination with Coeptis Therapeutics and Listing on the Nasdaq Global Market ~ Shares to Commence Trading on the Nasdaq Global Market Under Ticker Symbol “ZSQR” Monday April 27, 2026 ~ Fort Lauderdale, FL., April 24, 2026 Z Squared, Inc. (Nasdaq: ZSQR) (“Z Squared” or the “Company”), a vertically integrated computing infrastructure company,

April 17, 2026 424B3

COEPTIS THERAPEUTICS HOLDINGS, INC.

PROSPECTUS SUPPLEMENT NO. 2 To Prospectus Dated January 5, 2026 Filed pursuant to Rule 424(b)(3) Under the Securities Act of 1933 in connection with Registration Statement No. 333-288329 COEPTIS THERAPEUTICS HOLDINGS, INC. This Supplement No. 2 (this “Supplement”) supplements the proxy statement/prospectus of Coeptis Therapeutics Holdings, Inc. (the “Company” or “Coeptis”) dated January 5, 2026 (a

April 8, 2026 EX-99.1

Coeptis Announces Approval of Z Squared Inc.’s Nasdaq Listing Application ~ Approval Marks Satisfaction of Key Closing Condition in Pending Merger ~

Exhibit 99.1 Coeptis Announces Approval of Z Squared Inc.’s Nasdaq Listing Application ~ Approval Marks Satisfaction of Key Closing Condition in Pending Merger ~ WEXFORD, Pa., April 7, 2026 - Coeptis Therapeutics Holdings, Inc. (Nasdaq: COEP) (“Coeptis” or the “Company”), a next-gen technology and biopharmaceutical company, today announced that Nasdaq has approved, subject to customary conditions

April 8, 2026 8-K

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 7, 2026 COEPTIS THERAPEUTICS HOLDINGS, IN

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 7, 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 Fil

March 23, 2026 424B3

107,500 shares of Common Stock Pre-Funded Warrants to Purchase up to 67,500 Shares of Common Stock Series A Warrants to Purchase up to 153,125 shares of Common Stock and Series B Warrants to Purchase up to 153,125 shares of Common Stock (Shares of Co

PROSPECTUS SUPPLEMENT NO. 12 Filed Pursuant to Rule 424(b)(3) (to prospectus dated June 14, 2023) Registration Statement No. 333-269782 107,500 shares of Common Stock Pre-Funded Warrants to Purchase up to 67,500 Shares of Common Stock Series A Warrants to Purchase up to 153,125 shares of Common Stock and Series B Warrants to Purchase up to 153,125 shares of Common Stock (Shares of Common Stock und

March 23, 2026 424B3

Up to 3,919,349 shares of Common Stock by Selling Stockholders

PROSPECTUS SUPPLEMENT NO. 5 Filed Pursuant to Rule 424(b)(3) (to prospectus dated April 21, 2025) Registration Statement No. 333-284230 Up to 3,919,349 shares of Common Stock by Selling Stockholders This prospectus supplement (the “Prospectus Supplement”) updates and supplements the prospectus dated April 21, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Re

March 23, 2026 424B3

Up to 604,000 shares of Common Stock

PROSPECTUS SUPPLEMENT NO. 10 Filed Pursuant to Rule 424(b)(3) (to prospectus dated November 29, 2023) Registration Statement No. 333-275558 Up to 604,000 shares of Common Stock This prospectus supplement (the “Prospectus Supplement”) updates and supplements the prospectus dated November 29, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-

March 19, 2026 EX-21.1

Subsidiaries of Coeptis Therapeutics Holdings, Inc.

Exhibit 21.1 Subsidiaries of Coeptis Therapeutics Holdings, Inc. Coeptis Therapeutics, Inc. Delaware Coeptis Pharmaceuticals, Inc. Delaware Coeptis Pharmaceuticals LLC Pennsylvania GEAR Therapeutics, Inc. Florida SNAP Biosciences, Inc. Florida

March 19, 2026 EX-19.1

COEPTIS THERAPEUTICS HOLDINGS, INC. INSIDER TRADING COMPLIANCE POLICY

Exhibit 19.1 COEPTIS THERAPEUTICS HOLDINGS, INC. INSIDER TRADING COMPLIANCE POLICY This Insider Trading Compliance Policy (this “Policy”) consists of seven sections: · Section I provides an overview; · Section II sets forth the policies of the Company prohibiting insider trading; · Section III explains insider trading; · Section IV consists of procedures that have been put in place by the Company

March 19, 2026 10-K

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, 2025 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: 001-39

February 12, 2026 8-K

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 9, 2026 COEPTIS THERAPEUTICS HOLDINGS,

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 9, 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

February 4, 2026 8-K

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 30, 2026 COEPTIS THERAPEUTICS HOLDINGS,

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 30, 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

January 29, 2026 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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

January 29, 2026 424B3

COEPTIS THERAPEUTICS HOLDINGS, INC.

PROSPECTUS SUPPLEMENT To Prospectus Dated January 5, 2026 Filed pursuant to Rule 424(b)(3) Under the Securities Act of 1933 in connection with Registration Statement No.

January 16, 2026 8-K

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,

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

January 5, 2026 424B3

PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT

COEPTIS THERAPEUTICS HOLDINGS, INC. S-4A1 Filed Pursuant to Rule 424(b)(3) Registration No. 333-288329 PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT To the Stockholders of Coeptis Therapeutics Holdings, Inc.: On April 25, 2025, Coeptis Therapeutics Holdings, Inc., a Delaware corporation (“Coeptis”), CP Merger Sub, Inc., a Wyoming corporation and wholly owned direct subsidiary of Coeptis (“Merger Sub

December 22, 2025 S-4/A

As filed with the Securities and Exchange Commission on December 22, 2025

Table of Contents As filed with the Securities and Exchange Commission on December 22, 2025 Registration No.

December 10, 2025 S-4/A

As filed with the Securities and Exchange Commission on December 10, 2025

Table of Contents As filed with the Securities and Exchange Commission on December 10, 2025 Registration No.

November 14, 2025 424B3

2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Sha

PROSPECTUS SUPPLEMENT NO. 11 Filed Pursuant to Rule 424(b)(3) (to prospectus dated June 14, 2023) Registration Statement No. 333-269782 2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Shares of Common

November 14, 2025 10-Q

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 September 30, 2025 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. 001-39669 COEPTIS

November 14, 2025 424B3

Up to 12,080,000 shares of Common Stock

PROSPECTUS SUPPLEMENT NO. 9 Filed Pursuant to Rule 424(b)(3) (to prospectus dated November 29, 2023) Registration Statement No. 333-275558 Up to 12,080,000 shares of Common Stock This prospectus supplement (the “Prospectus Supplement”) updates and supplements the prospectus dated November 29, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 33

November 14, 2025 424B3

Up to 3,919,349 shares of Common Stock by Selling Stockholders

PROSPECTUS SUPPLEMENT NO. 4 Filed Pursuant to Rule 424(b)(3) (to prospectus dated April 21, 2025) Registration Statement No. 333-284230 Up to 3,919,349 shares of Common Stock by Selling Stockholders This prospectus supplement (the “Prospectus Supplement”) updates and supplements the prospectus dated April 21, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Re

October 3, 2025 EX-2.7

LIMITED WAIVER AND SIXTH AMENDMENT TO MERGER AGREEMENT

Exhibit 2.7 LIMITED WAIVER AND SIXTH AMENDMENT TO MERGER AGREEMENT This Limited Waiver and Sixth Amendment to Merger Agreement (this “Amendment”) is made effective as of September 30, 2025 (the “Effective Date”), by and between Z Squared Inc., a Wyoming corporation (the “Company”) and Coeptis Therapeutics Holdings Inc., a Delaware corporation (“Purchaser”). The Company and Purchaser are referred t

October 3, 2025 S-4/A

As filed with the Securities and Exchange Commission on October 3, 2025

Table of Contents As filed with the Securities and Exchange Commission on October 3, 2025 Registration No.

October 3, 2025 EX-10.24

ORDER FORM

Exhibit 10.24 ORDER FORM Anchorage Contact Client Contact Name: Andres Navas Name: David Halabu Email: [ ] Email: [ ] This MASTER CUSTODY SERVICE AGREEMENT (“Agreement”) is made and entered into as of the Effective Date provided herein, by and between Anchorage Digital Bank N.A. (“Anchorage”), and each Client as provided herein (each a “Client”) (Anchorage and Client, each a “Party” and collective

September 12, 2025 EX-2.6

LIMITED WAIVER AND FIFTH AMENDMENT TO MERGER AGREEMENT

Exhibit 2.6 LIMITED WAIVER AND FIFTH AMENDMENT TO MERGER AGREEMENT This Limited Waiver and Fifth Amendment to Merger Agreement (this “Amendment”) is made effective as of September 10, 2025 (the “Effective Date”), by and between Z Squared Inc., a Wyoming corporation (the “Company”) and Coeptis Therapeutics Holdings Inc., a Delaware corporation (“Purchaser”). The Company and Purchaser are referred t

September 12, 2025 S-4/A

As filed with the Securities and Exchange Commission on September 12, 2025

Table of Contents As filed with the Securities and Exchange Commission on September 12, 2025 Registration No.

September 12, 2025 EX-2.5

LIMITED WAIVER AND FOURTH AMENDMENT TO MERGER AGREEMENT

Exhibit 2.5 LIMITED WAIVER AND FOURTH AMENDMENT TO MERGER AGREEMENT This Limited Waiver and Fourth Amendment to Merger Agreement (this “Amendment”) is made effective as of August 17, 2025 (the “Effective Date”), by and between Z Squared Inc., a Wyoming corporation (the “Company”) and Coeptis Therapeutics Holdings Inc., a Delaware corporation (“Purchaser”). The Company and Purchaser are referred to

September 12, 2025 EX-10.25

CERTAIN INFORMATION INDICATED BY [***] HAS BEEN OMITTED AS NOT MATERIAL AND PRIVATE OR CONFIDENTIAL MASTER SERVICES AGREEMENT

Exhibit 10.25 CERTAIN INFORMATION INDICATED BY [***] HAS BEEN OMITTED AS NOT MATERIAL AND PRIVATE OR CONFIDENTIAL MASTER SERVICES AGREEMENT This Master Services Agreement (this “Agreement”), executed on July 26, 2025, be effective as of the date the Securities Exchange Commission (“SEC”) declares effective the Form S-4 filed with the SEC by Coeptis Therapeutics Holdings, Inc. on June 26, 2025, as

September 2, 2025 144

144

144 0001846625 XXXXXXXX LIVE 0001759186 Coeptis Therapeutics Holdings, Inc. 001-39669 105 BRADFORD ROAD, SUITE 420 WEXFORD PA 15090 724-934-6467 Yerace Daniel Alexander Director Common Fidelity Brokerage Services LLC 245 Summer Street Boston MA 02110 5000 64800.00 4820317 09/02/2025 NASDAQ Common 10/31/2022 Merger/Acquisition Issuer N 5000 10/31/2022 N/A Y 09/02/2025 05/21/2025 /s/ Audrey Skillern

August 15, 2025 424B3

2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Sha

COEPTIS THERAPEUTICS HOLDINGS, INC. Form 10-Q PROSPECTUS SUPPLEMENT NO. 10 Filed Pursuant to Rule 424(b)(3) (to prospectus dated June 14, 2023) Registration Statement No. 333-269782 2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062

August 15, 2025 424B3

Up to 3,919,349 shares of Common Stock by Selling Stockholders

COEPTIS THERAPEUTICS HOLDINGS, INC. Form 10-Q PROSPECTUS SUPPLEMENT NO. 3 Filed Pursuant to Rule 424(b)(3) (to prospectus dated April 21, 2025) Registration Statement No. 333-284230 Up to 3,919,349 shares of Common Stock by Selling Stockholders This prospectus supplement (the “Prospectus Supplement”) updates and supplements the prospectus dated April 21, 2025 (the “Prospectus”), which forms a part

August 15, 2025 424B3

Up to 12,080,000 shares of Common Stock

COEPTIS THERAPEUTICS HOLDINGS, INC. Form 10-Q PROSPECTUS SUPPLEMENT NO. 8 Filed Pursuant to Rule 424(b)(3) (to prospectus dated November 29, 2023) Registration Statement No. 333-275558 Up to 12,080,000 shares of Common Stock This prospectus supplement (the “Prospectus Supplement”) updates and supplements the prospectus dated November 29, 2023 (the “Prospectus”), which forms a part of our Registrat

August 14, 2025 10-Q

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, 2025 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. 001-39669 COEPTIS THER

August 11, 2025 EX-10.23

Amended and Restated Asset-For-Share Exchange Agreement between BSG Series CM, LLC and Z Squared Inc., dated June 24, 2025.

Exhibit 10.23 AMENDED AND RESTATED ASSET-FOR-SHARE EXCHANGE AGREEMENT THIS AMENDED AND RESTATED ASSET-FOR-SHARE EXCHANGE AGREEMENT (the “Agreement”) is made and entered into as of June 24, 2025, by and between Z Squared Inc., a Wyoming corporation (“Z Squared”) and BSG Series CM a South Carolina Limited Liability Company (“Transferor”). RECITALS WHEREAS, Transferor owns certain computer equipment

August 11, 2025 S-4/A

As filed with the Securities and Exchange Commission on August 8, 2025

Table of Contents As filed with the Securities and Exchange Commission on August 8, 2025 Registration No.

August 11, 2025 EX-10.24

Master Custody Services Agreement between Anchorage Digital Bank N.A. and Z Squared Inc.

Exhibit 10.24 CERTAIN INFORMATION INDICATED BY [***] HAS BEEN OMITTED AS NOT MATERIAL AND PRIVATE OR CONFIDENTIAL MASTER SERVICES AGREEMENT This Master Services Agreement (this “Agreement”), executed on July 26, 2025, be effective as of the date the Securities Exchange Commission (“SEC”) declares effective the Form S-4 filed with the SEC by Coeptis Therapeutics Holdings, Inc. on June 26, 2025, as

June 26, 2025 EX-2.2

Limited Waiver and First Amendment to Merger Agreement, dated as of May 27, 2025

Exhibit 2.2 LIMITED WAIVER AND FIRST AMENDMENT TO MERGER AGREEMENT This Limited Waiver and First Amendment to Merger Agreement (this “Amendment”) is made effective as of May 27, 2025 (the “Effective Date”), by and between Z Squared Inc., a Wyoming corporation (the “Company”) and Coeptis Therapeutics Holdings Inc., a Delaware corporation (“Purchaser”). The Company and Purchaser are referred to here

June 26, 2025 EX-99.2

Coeptis Therapeutics Holdings, Inc. & Z Squared Inc Fairness Opinion Prepared by: Sun Business Valuations, LLC Report Date: May 12, 2025 Effective Date: May 12, 2025

Exhibit 99.2 Coeptis Therapeutics Holdings, Inc. & Z Squared Inc Fairness Opinion Prepared by: Sun Business Valuations, LLC Report Date: May 12, 2025 Effective Date: May 12, 2025 1 Coeptis Therapeutics Holdings, Inc. 2 Confidential Valuation Analysis for Coeptis Therapeutics Holdings, Inc . Prepared by: Sun Business Valuations, LLC May 12, 2025 CONFIDENTIAL Coeptis Therapeutics Holdings, Inc. 3 Co

June 26, 2025 S-4

As filed with the Securities and Exchange Commission on June 25, 2025

Table of Contents As filed with the Securities and Exchange Commission on June 25, 2025 Registration No.

June 26, 2025 EX-FILING FEES

Filing Fee Table

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

June 26, 2025 EX-99.4

Consent of Michelle Burke to be named a Director

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Coeptis Therapeutics Holdings, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Co

June 26, 2025 EX-2.3

Limited Waiver and Second Amendment to Merger Agreement, dated as of June 10, 2025

Exhibit 2.3 LIMITED WAIVER AND SECOND AMENDMENT TO MERGER AGREEMENT This Limited Waiver and Second Amendment to Merger Agreement (this “Amendment”) is made effective as of June 10, 2025 (the “Effective Date”), by and between Z Squared Inc., a Wyoming corporation (the “Company”) and Coeptis Therapeutics Holdings Inc., a Delaware corporation (“Purchaser”). The Company and Purchaser are referred to h

June 26, 2025 EX-21.1

Subsidiaries of Coeptis Therapeutics Holdings, Inc.

Exhibit 21.1 Subsidiaries of Coeptis Therapeutics Holdings, Inc. Coeptis Therapeutics, Inc. Delaware Coeptis Pharmaceuticals, Inc. Delaware Coeptis Pharmaceuticals LLC Pennsylvania GEAR Therapeutics Inc. Florida SNAP Biosciences Inc. Florida

June 26, 2025 EX-99.3

Consent of Sun Business Valuations, LLC

Exhibit 99.3 Consent of Sun Business Valuations, LLC We hereby consent to (i) the inclusion of our opinion letter, dated May 12, 2025, to the Board of Directors of Coeptis Therapeutics Holdings, Inc. as an Annex to the Proxy Statement/Prospectus which forms a part of the Registration Statement on Form S-4 related to the proposed merger with Z Squared Inc. and (ii) the references to such opinion th

June 26, 2025 EX-2.4

Limited Waiver and Third Amendment to Merger Agreement, dated as of June 20, 2025

Exhibit 2.4 LIMITED WAIVER AND THIRD AMENDMENT TO MERGER AGREEMENT This Limited Waiver and Third Amendment to Merger Agreement (this “Amendment”) is made effective as of June 20, 2025 (the “Effective Date”), by and between Z Squared Inc., a Wyoming corporation (the “Company”) and Coeptis Therapeutics Holdings Inc., a Delaware corporation (“Purchaser”). The Company and Purchaser are referred to her

June 26, 2025 EX-99.7

Consent of David Halabu to be named a Director

Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Coeptis Therapeutics Holdings, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Co

June 26, 2025 EX-99.5

Consent of Kenneth Cooper to be named a Director

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Coeptis Therapeutics Holdings, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Co

June 26, 2025 EX-99.6

Consent of Bryan Fuerst to be named a Director

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Coeptis Therapeutics Holdings, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Co

June 26, 2025 EX-99.8

Consent of Adam Sohn to be named a Director

Exhibit 99.8 Consent to be Named as a Director Nominee In connection with the filing by Coeptis Therapeutics Holdings, Inc. of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Co

June 3, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (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, 2024 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: 001-

June 3, 2025 EX-97

Coeptis Therapeutics Holdings, Inc. Clawback Policy

Exhibit 97 COEPTIS THERAPEUTICS HOLDINGS, INC. RULE 10D-1 CLAWBACK POLICY The purpose of this Nasdaq Executive Compensation Recovery Policy of the Company (as amended from time to time, the “Policy”) is to describe the circumstances in which current and former Executive Officers will be required to repay or return Erroneously Awarded Compensation to members of the Company and its affiliates. The C

May 15, 2025 424B3

2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Sha

PROSPECTUS SUPPLEMENT NO. 9 Filed Pursuant to Rule 424(b)(3) (to prospectus dated June 14, 2023) Registration Statement No. 333-269782 2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Shares of Common S

May 15, 2025 424B3

Up to 12,080,000 shares of Common Stock

PROSPECTUS SUPPLEMENT NO. 7 Filed Pursuant to Rule 424(b)(3) (to prospectus dated November 29, 2023) Registration Statement No. 333-275558 Up to 12,080,000 shares of Common Stock This prospectus supplement (the “Prospectus Supplement”) updates and supplements the prospectus dated November 29, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 33

May 15, 2025 424B3

Up to 3,919,349 shares of Common Stock by Selling Stockholders

PROSPECTUS SUPPLEMENT NO. 2 Filed Pursuant to Rule 424(b)(3) (to prospectus dated April 21, 2025) Registration Statement No. 333-284230 Up to 3,919,349 shares of Common Stock by Selling Stockholders This prospectus supplement (the “Prospectus Supplement”) updates and supplements the prospectus dated April 21, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Re

May 14, 2025 10-Q

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 March 31, 2025 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. 001-39669 COEPTIS THE

April 28, 2025 8-K

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 25, 2025 COEPTIS THERAPEUTICS HOLDINGS, I

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 25, 2025 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 Fi

April 28, 2025 EX-99.1

Coeptis Therapeutics, Inc. and Z Squared Inc. Announce Merger Agreement Aim to create the largest publicly-traded, Dogecoin-focused mining company in the world Coeptis to spin out biopharmaceutical operations

Exhibit 99.1 Coeptis Therapeutics, Inc. and Z Squared Inc. Announce Merger Agreement Aim to create the largest publicly-traded, Dogecoin-focused mining company in the world Coeptis to spin out biopharmaceutical operations Wexford, PA April 25, 2025 – Coeptis Therapeutics Holdings, Inc. (Nasdaq; COEP) (“Coeptis” or the “Company”), a biopharmaceutical and technology company focused on developing inn

April 28, 2025 EX-2.1

Agreement and Plan of Merger, dated as of April 25, 2025, by and among Coeptis, Merger Sub and Z Squared.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among COEPTIS THERAPEUTICS HOLDINGS INC., as the Purchaser, CP MERGER SUB INC., as Merger Sub, and Z SQUARED INC., as the Company, Dated as of April 25, 2025 [THIS DRAFT IS SUBJECT TO CHANGE BASED ON THE PROSPECTIVE PURCHASER’S DUE DILIGENCE INVESTIGATION. THERE ARE NO BINDING OFFERS OR AGREEMENTS UNLESS AND UNTIL A FULLY EXECUTED DEFINITIVE AGREEMEN

April 28, 2025 424B3

Up to 3,919,349 shares of Common Stock by Selling Stockholders

PROSPECTUS SUPPLEMENT NO. 1 Filed Pursuant to Rule 424(b)(3) (to prospectus dated April 21, 2025) Registration Statement No. 333-284230 Up to 3,919,349 shares of Common Stock by Selling Stockholders This prospectus supplement (the “Prospectus Supplement”) updates and supplements the prospectus dated April 21, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Re

April 28, 2025 424B3

2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Sha

PROSPECTUS SUPPLEMENT NO. 8 Filed Pursuant to Rule 424(b)(3) (to prospectus dated June 14, 2023) Registration Statement No. 333-269782 2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Shares of Common S

April 28, 2025 EX-10.1

Form of Voting Agreement, dated as of April 25, 2025, by and among Z Squared and certain stockholders of Coeptis.

Exhibit 10.1 Purchaser Voting Agreement This Voting Agreement (this “Agreement”), dated as of April , 2025, is entered into by and between the undersigned stockholders (each, “Stockholder” and, collectively, “Stockholders”) of Coeptis Therapeutics Holdings Inc., a Delaware corporation (“Purchaser”), and Z Squared Inc., a Wyoming corporation (the “Company”). Company and Stockholders are each someti

April 28, 2025 424B3

Up to 12,080,000 shares of Common Stock

PROSPECTUS SUPPLEMENT NO. 6 Filed Pursuant to Rule 424(b)(3) (to prospectus dated November 29, 2023) Registration Statement No. 333-275558 Up to 12,080,000 shares of Common Stock This prospectus supplement (the “Prospectus Supplement”) updates and supplements the prospectus dated November 29, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 33

April 23, 2025 424B4

Up to 3,919,349 shares of Common Stock by Selling Stockholders

Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-284230 Up to 3,919,349 shares of Common Stock by Selling Stockholders This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”) of up to 3,919,349 shares of our common stock, par value $0.0001 per share (“Common Stock”), which includes: (i) 100,000 shares

April 18, 2025 CORRESP

Coeptis Therapeutics Holdings, Inc. 105 Bradford Rd, Suite 420 Wexford, Pennsylvania 15090

Coeptis Therapeutics Holdings, Inc. 105 Bradford Rd, Suite 420 Wexford, Pennsylvania 15090 April 18, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Attention: Joshua Gursky Re: Coeptis Therapeutics Holdings, Inc. Registration Statement on Form S-1 Filed on January 10, 2025 File No. 333-284230 La

April 4, 2025 S-1/A

As filed with the Securities and Exchange Commission on April 3, 2025

Table of Contents As filed with the Securities and Exchange Commission on April 3, 2025 Registration No.

April 4, 2025 EX-FILING FEES

Filing Fee Table

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

April 2, 2025 424B3

2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Sha

PROSPECTUS SUPPLEMENT NO. 7 Filed Pursuant to Rule 424(b)(3) (to prospectus dated June 14, 2023) Registration Statement No. 333-269782 2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Shares of Common S

April 2, 2025 424B3

Up to 12,080,000 shares of Common Stock

PROSPECTUS SUPPLEMENT NO. 5 Filed Pursuant to Rule 424(b)(3) (to prospectus dated November 29, 2023) Registration Statement No. 333-275558 Up to 12,080,000 shares of Common Stock This prospectus supplement (the “Prospectus Supplement”) updates and supplements the prospectus dated November 29, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 33

March 28, 2025 EX-21.1

Subsidiaries of Coeptis Therapeutics Holdings, Inc.

Exhibit 21.1 Subsidiaries of Coeptis Therapeutics Holdings, Inc. Coeptis Therapeutics, Inc. Delaware Coeptis Pharmaceuticals, Inc. Delaware Coeptis Pharmaceuticals LLC Pennsylvania GEAR Therapeutics, Inc. Florida SNAP Biosciences, Inc. Florida

March 28, 2025 EX-19.1

Insider Trading Policies and Procedures

Exhibit 19.1 COEPTIS THERAPEUTICS HOLDINGS, INC. INSIDER TRADING COMPLIANCE POLICY This Insider Trading Compliance Policy (this “Policy”) consists of seven sections: • Section I provides an overview; • Section II sets forth the policies of the Company prohibiting insider trading; • Section III explains insider trading; • Section IV consists of procedures that have been put in place by the Company

March 28, 2025 10-K

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, 2024 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: 001-39

March 27, 2025 8-K

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): March 21, 2025 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 Fi

February 7, 2025 EX-FILING FEES

Filing Fee Table

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

February 7, 2025 S-1/A

As filed with the Securities and Exchange Commission on February 7, 2025

Table of Contents As filed with the Securities and Exchange Commission on February 7, 2025 Registration No.

January 24, 2025 EX-10.1

Convertible Promissory Note issued to TA II PN, Ltd.

Exhibit 10.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU

January 24, 2025 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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): January 17, 2025 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

January 22, 2025 8-K

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): January 21, 2025 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

January 22, 2025 EX-99.1

Coeptis Therapeutics Regains Compliance with Nasdaq Listing Rule 5550(a)(2)

Exhibit 99.1 Coeptis Therapeutics Regains Compliance with Nasdaq Listing Rule 5550(a)(2) WEXFORD, PA., January 22, 2025 /PRNewswire/ - Coeptis Therapeutics Holdings, Inc. (Nasdaq: COEP) (the "Company" or "Coeptis"), a biopharmaceutical company focused on pioneering cell therapy platforms for cancer, autoimmune, and infectious diseases, today announced it has regained compliance with Listing Rule 5

January 16, 2025 LETTER

LETTER

January 16, 2025 David Mehalick Chief Executive Officer Coeptis Therapeutics Holdings, Inc.

January 10, 2025 S-1

As filed with the Securities and Exchange Commission on January 10, 2025

Table of Contents As filed with the Securities and Exchange Commission on January 10, 2025 Registration No.

January 10, 2025 EX-FILING FEES

Filing Fee Table

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

January 10, 2025 EX-21.1

Subsidiaries of Coeptis Therapeutics Holdings, Inc.

Exhibit 21.1 Subsidiaries of Coeptis Therapeutics Holdings, Inc. Coeptis Therapeutics, Inc. Delaware Coeptis Pharmaceuticals, Inc. Delaware Coeptis Pharmaceuticals LLC Pennsylvania GEAR Therapeutics Inc. Florida SNAP Biosciences Inc. Florida

December 27, 2024 8-K

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): December 26, 2024 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

December 27, 2024 EX-99.1

CERTIFICATE OF AMENDMENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION COEPTIS THERAPEUTICS HOLDINGS, INC.

Exhibit 99.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COEPTIS THERAPEUTICS HOLDINGS, INC. Coeptis Therapeutics Holdings, Inc. (the “Corporation”), a corporation organized and existing by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: 1. That the Corporation was originally formed under the name Bull H

December 27, 2024 EX-99.2

Coeptis Therapeutics Announces Reverse Stock Split

Exhibit 99.2 Coeptis Therapeutics Announces Reverse Stock Split WEXFORD, PA., Dec. 27, 2024 /PRNewswire/ - Coeptis Therapeutics Holdings, Inc. (Nasdaq: COEP) (the "Company" or "Coeptis"), a biopharmaceutical company focused on pioneering cell therapy platforms for cancer, autoimmune, and infectious diseases, today announced it will proceed with a 1-for-40 reverse stock split (the “Reverse Split”)

December 20, 2024 8-K

Submission of Matters to a Vote of Security Holders

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 18, 2024 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

December 17, 2024 EX-99.1

Coeptis Therapeutics Unveils New Technology Division: Coeptis Technologies

Exhibit 99.1 Coeptis Therapeutics Unveils New Technology Division: Coeptis Technologies Coeptis Technologies Signs Binding Letter of Intent to Acquire Key Assets from a Risk Mitigation Software Company with 10,000 customers in over 100 countries, Expanding into the Booming Data Security Sector following the upcoming acquisition of NexGenAI Affiliates Network WEXFORD, PA., December 12, 2024 Coeptis

December 17, 2024 8-K

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): December 12, 2024 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

December 4, 2024 8-K

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): December 3, 2024 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

December 4, 2024 EX-99.1

Coeptis Therapeutics Executes Binding Letter of Intent to Acquire AI-Powered Marketing Solutions for Biotech, Pharmaceutical and Other Industries The Acquisition of NexGenAI Affiliates Network Expands Company’s Capabilities and Drives Innovation, Ope

Exhibit 99.1 Coeptis Therapeutics Executes Binding Letter of Intent to Acquire AI-Powered Marketing Solutions for Biotech, Pharmaceutical and Other Industries The Acquisition of NexGenAI Affiliates Network Expands Company’s Capabilities and Drives Innovation, Operational Efficiency, and Opportunity for Growth WEXFORD, PA., December 3, 2024 - - Coeptis Therapeutics Holdings, Inc. (Nasdaq: COEP) (th

November 22, 2024 424B3

Up to 12,080,000 shares of Common Stock

PROSPECTUS SUPPLEMENT NO. 4 Filed Pursuant to Rule 424(b)(3) (to prospectus dated November 29, 2023) Registration Statement No. 333-275558 Up to 12,080,000 shares of Common Stock This prospectus supplement (the “Prospectus Supplement”) updates and supplements the prospectus dated November 29, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 33

November 22, 2024 424B3

2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Sha

PROSPECTUS SUPPLEMENT NO. 6 Filed Pursuant to Rule 424(b)(3) (to prospectus dated June 14, 2023) Registration Statement No. 333-269782 2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Shares of Common S

November 14, 2024 SC 13G/A

COEP / Coeptis Therapeutics Holdings, Inc. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G/A 1 armistice-coep093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Coeptis Therapeutics Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 19207A108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this S

November 14, 2024 DEF 14A

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

November 13, 2024 10-Q

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 September 30, 2024 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. 001-39669 COEPTIS

November 6, 2024 8-K

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): November 1, 2024 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

November 6, 2024 EX-10.2

Form of Convertible Promissory Note issued to YA II PN, Ltd.

Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU

November 6, 2024 EX-10.1

Standby Equity Purchase Agreement, dated November 1, 2024, between Coeptis Therapeutics Holdings, Inc. and YA II PN, Ltd.

Exhibit 10.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November 1, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and COEPTIS THERAPEUTICS HOLDINGS, INC., a Delaware corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and

November 6, 2024 EX-10.3

Registration Rights Agreement, dated November 1, 2024, between Coeptis Therapeutics Holdings, Inc. and YA II PN, Ltd.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of November 1, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and COEPTIS THERAPEUTICS HOLDINGS, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to here

November 4, 2024 PRE 14A

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

September 30, 2024 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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 30, 2024 COEPTIS THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39669 98-1465952 (State or other jurisdiction of incorporation) (Commissio

September 30, 2024 EX-16.1

Letter of Turner, Stone & Company, LLP dated September 30, 2024

Exhibit 16.1 September 30, 2024 Securities and Exchange Commission 100 F Street, N. E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Coeptis Therapeutics Holdings, Inc.’s Form 8-K dated September 30, 2024, and have the following comments: 1. We agree with the statements made in the second through fifth paragraphs. 2. We have no basis on which to agree or disagree with the

September 19, 2024 EX-99.1

Coeptis Therapeutics Granted Continued Listing from Nasdaq Hearings Panel to Regain Compliance with Nasdaq Listing Requirements

Exhibit 99.1 Coeptis Therapeutics Granted Continued Listing from Nasdaq Hearings Panel to Regain Compliance with Nasdaq Listing Requirements WEXFORD, PA., September 19, 2024 - - Coeptis Therapeutics Holdings, Inc. (Nasdaq: COEP) (the "Company" or "Coeptis"), a biopharmaceutical company developing innovative cell therapy platforms for cancer, autoimmune, and infectious diseases, announced today tha

September 19, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, 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): September 17, 2024 COEPTIS THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39669 98-1465952 (State or other jurisdiction of incorporation) (Commissio

August 16, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (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, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

August 16, 2024 10-Q

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, 2024 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. 001-39669 COEPTIS THER

August 16, 2024 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) x Quarterly REPORT PURSUANT to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 or ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transaction period from to Commission File N

August 16, 2024 424B3

Up to 12,080,000 shares of Common Stock

PROSPECTUS SUPPLEMENT NO. 3 Filed Pursuant to Rule 424(b)(3) (to prospectus dated November 29, 2023) Registration Statement No. 333-275558 Up to 12,080,000 shares of Common Stock This prospectus supplement (the “Prospectus Supplement”) updates and supplements the prospectus dated November 29, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 33

August 16, 2024 424B3

2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Sha

PROSPECTUS SUPPLEMENT NO. 5 Filed Pursuant to Rule 424(b)(3) (to prospectus dated June 14, 2023) Registration Statement No. 333-269782 2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Shares of Common S

August 16, 2024 EX-21.1

Subsidiaries of Coeptis Therapeutics Holdings, Inc.

Exhibit 21.1 Subsidiaries of Coeptis Therapeutics Holdings, Inc. Coeptis Therapeutics, Inc. Delaware Coeptis Pharmaceuticals, Inc. Delaware Coeptis Pharmaceuticals LLC Pennsylvania

August 16, 2024 10-Q/A

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

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ Quarterly REPORT PURSUANT to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 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. 0

August 14, 2024 8-K

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): August 9, 2024 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 Fi

August 14, 2024 NT 10-Q

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2024 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

July 31, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 30, 2024 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 Fil

June 20, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, 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): June 14, 2024 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 Fil

June 20, 2024 EX-99.2

Coeptis Therapeutics Closes on $4.3 Million of Series A Preferred Offering Bolsters Company’s Corporate Mission Financing Led by Board Member and Priced at Premium to Market Price

Exhibit 99.2 Coeptis Therapeutics Closes on $4.3 Million of Series A Preferred Offering Bolsters Company’s Corporate Mission Financing Led by Board Member and Priced at Premium to Market Price WEXFORD, PA., June 20, 2024 - Coeptis Therapeutics Holdings, Inc. (Nasdaq: COEP) (the “Company” or “Coeptis”), a biopharmaceutical company developing innovative cell therapy platforms for cancer, autoimmune,

June 20, 2024 EX-99.1

CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES A CONVERTIBLE PREFERRED STOCK COEPTIS THERAPEUTICS HOLDINGS, INC.

Exhibit 99.1 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK OF COEPTIS THERAPEUTICS HOLDINGS, INC. The undersigned, David Mehalick, does hereby certify that: 1. He is the Chief Executive Officer of Coeptis Therapeutics Holdings, Inc., a Delaware corporation (the “Company”). 2. The Company is authorized to issue 10,000,000 shares of preferr

May 10, 2024 10-Q

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 March 31, 2024 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. 001-39669 COEPTIS THE

March 26, 2024 424B3

Up to 12,080,000 shares of Common Stock

PROSPECTUS SUPPLEMENT NO. 2 Filed Pursuant to Rule 424(b)(3) (to prospectus dated November 29, 2023) Registration Statement No. 333-275558 Up to 12,080,000 shares of Common Stock This prospectus supplement (the “Prospectus Supplement”) updates and supplements the prospectus dated November 29, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 33

March 26, 2024 10-K

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, 2023 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: 001-39

March 26, 2024 EX-21.1

Subsidiaries of Coeptis Therapeutics Holdings, Inc.

Exhibit 21.1 Subsidiaries of Coeptis Therapeutics Holdings, Inc. Coeptis Therapeutics, Inc. Delaware Coeptis Pharmaceuticals, Inc. Delaware Coeptis Pharmaceuticals LLC Pennsylvania

March 26, 2024 424B3

2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Sha

PROSPECTUS SUPPLEMENT NO. 4 Filed Pursuant to Rule 424(b)(3) (to prospectus dated June 14, 2023) Registration Statement No. 333-269782 2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Shares of Common S

March 25, 2024 10-Q/A

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

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 September 30, 2023 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. 001-39669 COEPT

March 25, 2024 10-Q/A

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

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 June 30, 2023 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. 001-39669 COEPTIS TH

March 25, 2024 10-K/A

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

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (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, 2022 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: 001-

March 25, 2024 8-K

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): March 19, 2024 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 Fi

March 25, 2024 10-Q/A

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

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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, 2023 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. 001-39669 COEPTIS T

February 14, 2024 SC 13G

US19207A1088 / COEPTIS THERAPEUTICS HOLDINGS INC / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 5, 2024 424B3

2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Sha

PROSPECTUS SUPPLEMENT NO. 3 Filed Pursuant to Rule 424(b)(3) (to prospectus dated June 14, 2023) Registration Statement No. 333-269782 2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Shares of Common S

February 5, 2024 424B3

Up to 12,080,000 shares of Common Stock

PROSPECTUS SUPPLEMENT NO. 1 Filed Pursuant to Rule 424(b)(3) (to prospectus dated November 29, 2023) Registration Statement No. 333-275558 Up to 12,080,000 shares of Common Stock This prospectus supplement (the “Prospectus Supplement”) updates and supplements the prospectus dated November 29, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 33

February 1, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, 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): January 29, 2024 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

January 11, 2024 EX-1

COEP / Coeptis Therapeutics Holdings, Inc. / Geller Avi - JOINT FILING AGREEMENT

begin 644 Exhibit.pdf M)5!$1BTQ+C8-)>+CS],-"C0S(# @;V)J#3P\+TQI;F5A%LP+C @,"XP(#8Q,BXP(#%LP+C @,"XP M(#8Q,BXP(#]E(T61@(2>4 1NB1+E@PLK6,D'LHW: M/O.K,UABR-*9:R=W9G9>>"A2Y MO:6]8F'2DGA,:3J(-I^-7:U+".3TWE2NCN !'<;1JB!"TF&6EOU^]O>YHU3@ M?(0SQMP%+\X[C!(;OWX(;6(*,C9R#1+HO1CY;.QX40I$#AU!^,H,?1^^F/R M=7;C,B#!Q4]FG7X6+T>A"YN5N2D7:SK.\B2*W=&\4NHS1K^446P7O705&\+H MK#3)+^A3T!U8UPLMI+;39GE]+'N4"K[@[Z[T>%P9 K(A[

December 22, 2023 8-K

Submission of Matters to a Vote of Security Holders

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, 2023 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

December 18, 2023 424B3

2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Sha

PROSPECTUS SUPPLEMENT NO. 2 Filed Pursuant to Rule 424(b)(3) (to prospectus dated June 14, 2023) Registration Statement No. 333-269782 2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Shares of Common S

December 5, 2023 8-K

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 5, 2023 COEPTIS THERAPEUTICS HOLDINGS,

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 5, 2023 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

December 5, 2023 EX-99.1

1 © 2023 Coeptis Therapeutics Holdings, Inc. All rights reserved Coeptis Therapeutics Holdings, Inc. Corporate Overview NASDAQ: COEP C10050 V5.0 December - 2023

Exhibit 99.1 1 © 2023 Coeptis Therapeutics Holdings, Inc. All rights reserved Coeptis Therapeutics Holdings, Inc. Corporate Overview NASDAQ: COEP C10050 V5.0 December - 2023 2 © 2023 Coeptis Therapeutics Holdings, Inc. All rights reserved Cautionary Note Regarding Forward - Looking Statements Certain statements in this Presentation, and statements by management or other persons acting by or on beh

November 30, 2023 424B3

Up to 12,080,000 shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-275558 Up to 12,080,000 shares of Common Stock Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resale basis an aggregate of up to 12,080,000 shares of common stock of Coeptis Therapeutics Holdings, Inc. (the “Company,” “we,” “us” or our”), par val

November 28, 2023 CORRESP

Coeptis Therapeutics Holdings, Inc. 105 Bradford Rd, Suite 420 Wexford, Pennsylvania 15090

Coeptis Therapeutics Holdings, Inc. 105 Bradford Rd, Suite 420 Wexford, Pennsylvania 15090 November 28, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Attention: Lauren S. Hammil Re: Coeptis Therapeutics Holdings, Inc. Registration Statement on Form S-1 Filed on November 15, 2023 File No. 333-27

November 22, 2023 LETTER

LETTER

United States securities and exchange commission logo November 22, 2023 David Mehalick Chief Executive Officer Coeptis Therapeutics Holdings, Inc.

November 17, 2023 DEF 14A

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

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)) ☒ Definitive Proxy State

November 15, 2023 EX-FILING FEES

Filing Fee Table

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

November 15, 2023 S-1

As filed with the Securities and Exchange Commission on November 14, 2023

Table of Contents As filed with the Securities and Exchange Commission on November 14, 2023 Registration No.

November 9, 2023 10-Q

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 September 30, 2023 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. 001-39669 COEPTIS

November 7, 2023 PRE 14A

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

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)) ☐ Definitive Proxy State

October 27, 2023 EX-99.1

Coeptis Therapeutics Announces $2 Million Private Placement

Exhibit 99.1 Coeptis Therapeutics Announces $2 Million Private Placement Wexford, PA, October 24, 2023 – Coeptis Therapeutics Holdings, Inc. (NASDAQ: COEP) (“Coeptis” or “the Company”), a biopharmaceutical company developing innovative cell therapy platforms for cancer, today announced that it has entered into a definitive agreement with a single healthcare focused investor for the issuance and sa

October 27, 2023 EX-10.5

Form of Warrant Amendment Agreement

Exhibit 10.5 October 23, 2023 Holder of Warrants to Purchase Common Stock issued on June 16, 2023. Re: Amendment to Existing Warrants Dear Holder: Reference is hereby made to the Securities Purchase Agreement, dated on or about the date hereof (the “Purchase Agreement”) between Coeptis Therapeutics Holdings, Inc. (the “Company”) and the Holder for the issuance and sale in a private placement (the

October 27, 2023 EX-4.4

Form of Placement Agent Warrant

Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

October 27, 2023 EX-10.4

Form of Placement Agency Agreement

Exhibit 10.4 PLACEMENT AGENCY AGREEMENT October 23, 2023 Ladenburg Thalmann & Co. Inc. 999 Vanderbilt Beach Road, Suite 200 Naples, Florida 34108 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Coeptis Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $2,000,000.00 of securities of the

October 27, 2023 EX-4.3

Form of Series B Warrant

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

October 27, 2023 EX-4.1

Form of Pre-Funded Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

October 27, 2023 EX-10.2

Registration Rights Agreement

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 23, 2023, between Coeptis Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Secu

October 27, 2023 EX-4.2

Form of Series A Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

October 27, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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): October 23, 2023 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

October 27, 2023 EX-10.1

Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 23, 2023, between Coeptis Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). RECITALS WHEREAS, subject to

October 13, 2023 8-K

Unregistered Sales of Equity Securities

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 29, 2023 COEPTIS THERAPEUTICS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39669 98-1465952 (State or other jurisdiction of incorporation) (Commissio

September 26, 2023 424B3

2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Sha

PROSPECTUS SUPPLEMENT NO. 1 Filed Pursuant to Rule 424(b)(3) (to prospectus dated June 14, 2023) Registration Statement No. 333-269782 2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Shares of Common S

August 30, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 28, 2023 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 F

August 22, 2023 EX-99.1

Coeptis Therapeutics Completes Exclusive License for Allogeneic Immuno-Oncology Platform and Clinical Stage Assets from Deverra Therapeutics Coeptis bolsters pipeline with two Phase 1 clinical stage assets leveraging NK cell therapies in relapsed or

Exhibit 99.1 Coeptis Therapeutics Completes Exclusive License for Allogeneic Immuno-Oncology Platform and Clinical Stage Assets from Deverra Therapeutics Coeptis bolsters pipeline with two Phase 1 clinical stage assets leveraging NK cell therapies in relapsed or refractory acute myeloid leukemia (AML)/high risk MDS and hospitalized respiratory infections, as well as preclinical programs for hemato

August 22, 2023 EX-10.2

Sublicense Agreement, dated as of August 16, 2023, by and between Coeptis Therapeutics Holdings, Inc. and Deverra Therapeutics, Inc.

Exhibit 10.2 SUBLICENSE AGREEMENT This SUBLICENSE AGREEMENT (the “Agreement”) is made and effective as of August 16, 2023 (the “Effective Date”), by and between Deverra Therapeutics, Inc., a Delaware corporation (“Deverra”) and Coeptis Therapeutics Holdings, Inc., a Delaware limited liability company (“Licensee”) (each of Deverra and Licensee being a “Party,” and collectively, the “Parties”). RECI

August 22, 2023 EX-10.1

License Agreement, dated as of August 16, 2023, by and between Coeptis Therapeutics Holdings, Inc. and Deverra Therapeutics, Inc.

Exhibit 10.1 LICENSE AGREEMENT This LICENSE AGREEMENT (the “Agreement”) is made and effective as of August 16, 2023 (the “Effective Date”), by and between Deverra Therapeutics, Inc., a Delaware corporation (“Deverra”) and Coeptis Therapeutics Holdings, Inc., a Delaware limited liability company (“Licensee”) (each of Deverra and Licensee being a “Party,” and collectively, the “Parties”). BACKGROUND

August 22, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, 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 16, 2023 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 F

August 22, 2023 EX-10.3

Asset Purchase Agreement, dated as of August 16, 2023, by and between Coeptis Therapeutics Holdings, Inc. and Deverra Therapeutics, Inc.

Exhibit 10.3 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into on this 16th day of August, 2023, by and between Deverra Therapeutics, Inc., a Delaware corporation (“Deverra”), and Coeptis Therapeutics Holdings, Inc., a Delaware corporation (“Coeptis”). Deverra and Coeptis may each be referred to herein individually as a “Party” and collectively as the “Parti

August 11, 2023 10-Q

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, 2023 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. 001-39669 COEPTIS THER

June 16, 2023 EX-99.2

Coeptis Therapeutics Holdings, Inc. Announces Closing of $3.5 Million Underwritten Offering

Exhibit 99.2 Coeptis Therapeutics Holdings, Inc. Announces Closing of $3.5 Million Underwritten Offering WEXFORD, Pa., June 16, 2023 - Coeptis Therapeutics Holdings, Inc. (NASDAQ: COEP) ("Coeptis" or the "Company"), a biopharmaceutical company developing innovative cell therapy platforms for cancer, today announced the closing of an underwritten offering for gross proceeds of approximately $3.5 mi

June 16, 2023 EX-4.4

Form of Series A Warrant

EX-4.4 6 coeptisex0404.htm FORM OF SERIES B WARRANT Exhibit 4.4 SERIES B COMMON STOCK PURCHASE WARRANT COEPTIS THERAPEUTICS HOLDINGS, INC. Warrant Shares: Initial Exercise Date: December 16, 2023 THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the

June 16, 2023 EX-1.1

Underwriter Agreement

Exhibit 1.1 2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Shares of Common Stock underlying the Pre-Funded Warrants, Series A Warrants and Series B Warrants) OF COEPTIS THERAPEUTICS HOLDINGS, INC. UN

June 16, 2023 EX-4.1

Warrant Agency Agreement dated as of June 16, 2023, by and between Coeptis Therapeutics Holdings, Inc. and Continental Stock Transfer & Trust Company.

Exhibit 4.1 WARRANT AGENT AGREEMENT WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of June 16, 2023 (the “Issuance Date”) between Coeptis Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”). RECITALS WHEREAS, pursuant to the terms of that certain Underwriting Agreement (“Under

June 16, 2023 EX-99.1

Coeptis Therapeutics Holdings, Inc. Announces Pricing of $3.5 Million Underwritten Offering

Exhibit 99.1 Coeptis Therapeutics Holdings, Inc. Announces Pricing of $3.5 Million Underwritten Offering WEXFORD, Pa., June 14, 2023 - Coeptis Therapeutics Holdings, Inc. (NASDAQ: COEP) ("Coeptis" or the "Company"), a biopharmaceutical company developing innovative cell therapy platforms for cancer, today announced the pricing of an underwritten offering for gross proceeds of approximately $3.5 mi

June 16, 2023 8-K

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): June 16, 2023 COEPTIS THERAPEUTICS HOLDINGS, IN

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): June 16, 2023 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 Fil

June 16, 2023 EX-4.3

Form of Series A Warrant

EX-4.3 5 coeptisex0403.htm FORM OF SERIES A WARRANT Exhibit 4.3 SERIES A COMMON STOCK PURCHASE WARRANT COEPTIS THERAPEUTICS HOLDINGS, INC. Warrant Shares: Initial Exercise Date: December 16, 2023 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the

June 16, 2023 EX-4.2

Form of Pre-Funded Warrant

EX-4.2 4 coeptisex0402.htm FORM OF PRE-FUNDED WARRANT Exhibit 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT COEPTIS THERAPEUTICS HOLDINGS, INC. Warrant Shares: Initial Exercise Date: June 16, 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and t

June 15, 2023 424B4

2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Sha

Table of Contents Filed Pursuant to Rule 424(b)(4) File Number 333-269782 2,150,000 shares of Common Stock Pre-Funded Warrants to Purchase up to 1,350,000 Shares of Common Stock Series A Warrants to Purchase up to 3,062,500 shares of Common Stock and Series B Warrants to Purchase up to 3,062,500 shares of Common Stock (Shares of Common Stock underlying the Pre-Funded Warrants, Series A Warrants and Series B Warrants) This prospectus (“prospectus”) relates to the offering of 2,150,000 shares of common stock, par value $0.

June 14, 2023 EX-FILING FEES

Filing Fee Table

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

June 14, 2023 S-1MEF

As filed with the Securities and Exchange Commission on June 14, 2023

As filed with the Securities and Exchange Commission on June 14, 2023 Registration No.

June 13, 2023 EX-FILING FEES

Filing Fee Table

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

June 13, 2023 S-1/A

As filed with the Securities and Exchange Commission on June 12, 2023

Table of Contents As filed with the Securities and Exchange Commission on June 12, 2023 Registration No.

June 13, 2023 EX-FILING FEES

Filing Fee Table

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

June 13, 2023 EX-4.1

Form of Series A Warrant

Exhibit 4.1 SERIES A COMMON STOCK PURCHASE WARRANT COEPTIS THERAPEUTICS HOLDINGS, INC. Warrant Shares: Initial Exercise Date: June , 2023 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

June 13, 2023 EX-4.2

Form of Series B Warrant

Exhibit 4.2 SERIES B COMMON STOCK PURCHASE WARRANT COEPTIS THERAPEUTICS HOLDINGS, INC. Warrant Shares: Initial Exercise Date: June , 2023 THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

June 13, 2023 EX-1.1

Underwriting Agreement dated [______], 2023, by and between Ladenburg Thalmann & Co. Inc. and Coeptis Therapeutics Holdings, Inc.

EX-1.1 2 coeptisex0110.htm UNDERWRITING AGREEMENT DATED [], 2023, BY AND BETWEEN LADENBURG THALMANN & CO. INC. AND COEPTIS THERAPEUTICS HOLDINGS, INC. Exhibit 1.1 [] shares of Common Stock and Accompanying Series A Warrants to Purchase [] Shares of Common Stock and Series B Warrants to Purchase [] Shares of Common Stock Pre-Funded Warrants to Purchase [] shares of Common Stock and Accompanying Ser

June 13, 2023 S-1MEF

As filed with the Securities and Exchange Commission on June 13, 2023

As filed with the Securities and Exchange Commission on June 13, 2023 Registration No.

June 12, 2023 CORRESP

Coeptis Therapeutics Holdings, Inc. 105 Bradford Rd, Suite 420 Wexford, Pennsylvania 15090

Coeptis Therapeutics Holdings, Inc. 105 Bradford Rd, Suite 420 Wexford, Pennsylvania 15090 June 12, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Timothy Buchmiller Re: Coeptis Therapeutics Holdings, Inc. Registration Statement on Form S-1 File No. 333-260782 Ladies and Gentlemen: Pursuant to Rule 461 of th

June 12, 2023 CORRESP

[Remainder of Page Intentionally Left Blank]

June 12, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

June 9, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, 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): June 9, 2023 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

June 9, 2023 EX-99.1

Coeptis Therapeutics Receives Approval to Transfer to The Nasdaq Capital Market Trading to commence effective with the open of business on June 13, 2023

Exhibit 99.1 Coeptis Therapeutics Receives Approval to Transfer to The Nasdaq Capital Market Trading to commence effective with the open of business on June 13, 2023 Wexford, PA, June 9, 2023 – Coeptis Therapeutics Holdings, Inc. (NASDAQ: COEP) (“Coeptis” or the “Company”), a biopharmaceutical company developing innovative cell therapy platforms for cancer, announced today that it received approva

June 7, 2023 EX-4.1

Form of Common Stock Purchase Warrant

EX-4.1 3 coeptisex0401.htm COMMON STOCK PURCHASE WARRANT Exhibit 4.1 COMMON STOCK PURCHASE WARRANT COEPTIS THERAPEUTICS HOLDINGS, INC. Warrant Shares: Initial Exercise Date: June , 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereina

June 7, 2023 S-1/A

As filed with the Securities and Exchange Commission on June 6, 2023

As filed with the Securities and Exchange Commission on June 6, 2023 Registration No.

June 7, 2023 EX-4.3

Form of Pre-Funded Warrant

Exhibit 4.3 PRE-FUNDED COMMON STOCK PURCHASE WARRANT COEPTIS THERAPEUTICS HOLDINGS, INC. Warrant Shares: Initial Exercise Date: June , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or a

June 7, 2023 EX-4.2

Form of Underwriter Warrant

Exhibit 4.2 UNDERWRITER COMMON STOCK PURCHASE WARRANT COEPTIS THERAPEUTICS HOLDINGS, INC. Warrant Shares: [·] Issuance Date: June[·], 2023 THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Ladenburg Thalmann & Co. Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter

June 7, 2023 EX-1.1

Underwriting Agreement dated June __, 2023, by and between Ladenburg Thalmann & Co. Inc. and Coeptis Therapeutics Holdings, Inc.

Exhibit 1.1 shares of Common Stock Pre-Funded Warrants to Purchase shares of Common Stock Warrants to Purchase Shares of Common Stock ( shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and shares of Common Stock issuable upon exercise of the Warrants) OF COEPTIS THERAPEUTICS HOLDINGS, INC. UNDERWRITING AGREEMENT June , 2023 Ladenburg Thalmann & Co. Inc. As the Representativ

June 7, 2023 EX-FILING FEES

Filing Fee Table

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

June 6, 2023 EX-99.1

1 © 2023 Coeptis Therapeutics Holdings, Inc. All rights reserved Coeptis Therapeutics Holdings, Inc. Corporate Overview NASDAQ: COEP C10050 V4.0 18 - May 2023

Exhibit 99.1 1 © 2023 Coeptis Therapeutics Holdings, Inc. All rights reserved Coeptis Therapeutics Holdings, Inc. Corporate Overview NASDAQ: COEP C10050 V4.0 18 - May 2023 1 2 © 2023 Coeptis Therapeutics Holdings, Inc. All rights reserved Cautionary Note Regarding Forward - Looking Statements Certain statements in this Presentation, and statements by management or other persons acting by or on beh

June 6, 2023 8-K

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): June 5, 2023 COEPTIS THERAPEUTICS HOLDINGS, INC

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): June 5, 2023 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

May 31, 2023 S-1/A

As filed with the Securities and Exchange Commission on May 31, 2023

Table of Contents As filed with the Securities and Exchange Commission on May 31, 2023 Registration No.

May 31, 2023 EX-FILING FEES

Filing Fee Table

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

May 17, 2023 8-K

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, 2023 COEPTIS THERAPEUTICS HOLDINGS, INC

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, 2023 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

May 17, 2023 EX-99.1

Coeptis Therapeutics Appoints Brian Cogley as Chief Financial Officer 15-year accounting and finance career spans several sectors including life sciences and underscores financial leadership abilities

Exhibit 99.1 Coeptis Therapeutics Appoints Brian Cogley as Chief Financial Officer 15-year accounting and finance career spans several sectors including life sciences and underscores financial leadership abilities Wexford, PA, May 17, 2023 – Coeptis Therapeutics Holdings, Inc. (NASDAQ: COEP) (“Coeptis” or the “Company”), a biopharmaceutical company developing innovative cell therapy platforms for

May 15, 2023 10-Q

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, 2023 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. 001-39669 COEPTIS THE

April 27, 2023 EX-FILING FEES

Filing Fee Table

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

April 27, 2023 S-1/A

As filed with the Securities and Exchange Commission on April 26, 2023

Table of Contents As filed with the Securities and Exchange Commission on April 26, 2023 Registration No.

March 29, 2023 10-K

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, 2022 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: 001-39

March 29, 2023 EX-21.1

Subsidiaries of Coeptis Therapeutics Holdings, Inc.

Exhibit 21.1 Subsidiaries of Coeptis Therapeutics Holdings, Inc. Coeptis Therapeutics, Inc. Delaware Coeptis Pharmaceuticals, Inc. Delaware Coeptis Pharmaceuticals LLC Pennsylvania

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