Blog: COEPTIS THERAPEUTICS INC. : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 1.01 Entry into a Material Definitive Agreement

On August 31, 2022, Coeptis entered into an exclusive license agreement (the
“SNAP-CAR Agreement”) with the University of Pittsburgh for certain intellectual
property rights related to the Universal self-labeling SynNotch and CARs for
programable antigen-targeting technology platform (the, “Licensed Technology”).
This license relates to one of the identified asset groups that was included in
the exclusive option agreement between Coeptis and the University of Pittsburgh
that was previously announced in our Current Report on Form 8-K that was filed
with the Securities and Exchange Commission on May 17, 2022. Under the terms of
the SNAP-CAR Agreement, Coeptis has been assigned the worldwide development and
commercialization rights to the Licensed Technology in the field of human
treatment of cancer with antibody or antibody fragments using SNAP-CAR T cell
technology, along with (i) an intellectual property portfolio consisting of
issued and pending patents and (ii) options regarding future add-on technologies
and developments. In consideration of these rights, privileges and license,
Coeptis paid an initial license fee of $75,000, and will have annual maintenance
fees ranging between $15,000 and $25,000, as well as developmental milestone
payments (as further described in the SNAP-CAR Agreement) and royalties equal to
3.5% of net sales. The SNAP-CAR Agreement also contemplates that Coeptis and the
University of Pittsburgh will also enter into a Sponsored Research Agreement
over the ninety (90) days following the date of the SNAP-CAR Agreement, with the
goal of further researching and optimizing the SNAP-CAR platform.

Item 7.01 Regulation FD Disclosure

On September 7, 2022, Coeptis Therapeutics, Inc. (the “Company” or “Coeptis”)
posted an investor presentation (the “Presentation”) to its website and it is
available in the Presentations section of the Company’s website at
https://coeptistx.com/presentation. A copy of the Presentation is included as
Exhibit 99.1 to this Current Report on Form 8-K.

The Company intends to use the Presentation in presentations to investors and
analysts from time to time in the future, including in connection with the
proposed business combination involving the Company and Bull Horn Holdings Corp
(“Bull Horn”). The furnishing of the information in this Current Report on Form
8-K is not intended to, and does not, constitute a determination by the Company
that the information in this Current Report on Form 8-K is material or complete,
or that investors should consider this information before making an investment
decision with respect to any security of the Company. The information in the
materials is presented as of July 6, 2022, and the Company does not assume any
obligation to update such information in the future.

The information in Item 7.01 of this Current Report on Form 8-K shall not be
deemed to be “filed” for the purposes of Section 18 of the Securities and
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of such section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No. Description




99.1   Coeptis Therapeutics, Inc. Presentation



Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the
proposed business combination with Coeptis and Bull Horn. Coeptis intends to
file with the Securities and Exchange Commission (the “SEC”) a preliminary proxy
statement and a definitive proxy statement and other relevant materials in
connection with the proposed business combination. The definitive proxy
statement will be sent or given to the stockholders of Coeptis. This
communication is not a substitute for the definitive proxy statement or any
other document that may be filed by Coeptis with the SEC. SECURITY HOLDERS ARE
ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION. The proxy
statement and other relevant materials (when they become available), and any
other documents filed by Coeptis with the SEC, may be obtained free of charge at
the SEC’s website, at http://www.sec.gov.









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Participants in the Solicitation

Coeptis and its directors, executive officers, other members of management and
employees may be deemed participants in the solicitation of proxies from
Coeptis’ stockholders with respect to the proposed business combination.
Investors and securityholders may obtain more detailed information regarding the
names and interests in the business combination of the directors and officers of
Coeptis in Coeptis’ filings with the SEC. Additional information regarding the
interests of such potential participants will also be included in the
preliminary proxy statement and definitive proxy statement when they are filed
with the SEC.




No Offer or Solicitation



This Current Report on Form 8-K and the exhibits hereto do not constitute a
solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the proposed business combination. This Current Report on Form
8-K shall also not constitute an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities in any states
or jurisdictions in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended, or an exemption therefrom.

Cautionary Note Regarding Forward-Looking Statements

Certain statements made herein and in the attached Presentation contain, and
certain oral statements made by representatives of Coeptis and its respective
affiliates, from time to time may contain, “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995. Bull Horn’s and Coeptis’ actual results may differ from
their expectations, estimates and projections and consequently, you should not
rely on these forward-looking statements as predictions of future events. Words
such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,”
“potential,” “might” and “continues,” and similar expressions are intended to
identify such forward-looking statements. These forward-looking statements
include, without limitation, statements regarding (i) the technologies which are
the subject of Coeptis’ potential expansion focus, including its option
agreement with the University of Pittsburgh, (ii) Coeptis’ expectations with
respect to future performance and anticipated financial impacts of the Bull Horn
business combination, and (iii) the satisfaction of the closing conditions to
such business combination and the timing of the completion of such business
combination. These forward-looking statements involve significant risks and
uncertainties that could cause actual results to differ materially from expected
results. Most of these factors are outside of the control of Coeptis and are
difficult to predict. Factors that may cause such differences include but are
not limited to: (1) the occurrence of any event, change or other circumstances
that could give rise to the termination of that certain Agreement and Plan of
Merger dated effective as of April 18, 2022 (as may be further amended or
supplemented from time to time, the “Merger Agreement”), with Coeptis, Bull Horn
and BH Merger Sub Inc. (a wholly-owned subsidiary of Bull Horn); (2) the
inability to complete the business combination, including due to the failure to
obtain approval of the shareholders of Bull Horn or other conditions to closing
in the Merger Agreement; (3) the inability to obtain or maintain the listing of
Bull Horn’s securities on the Nasdaq Capital Market following the business
combination; (4) the risk of significant redemptions by Bull Horn’s public
stockholders in connection with the closing of the business combination, leaving
the combined post-closing company with limited funds to finance its business
plans; (5) the risk that the business combination disrupts current plans and
operations of Coeptis as a result of the announcement and consummation of the
business combination; (6) the ability to recognize the anticipated benefits of
the business combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage growth
economically and hire and retain key employees; (7) the risks that Coeptis’
products in development (including those which may be acquired from the
University of Pittsburgh) fail clinical trials or are not approved by the U.S.
Food and Drug Administration or other applicable regulatory authorities; (8)
costs related to the business combination and expansion opportunities, including
in connection with any exercise of Coeptis’ option with the University of
Pittsburgh; (9) changes in applicable laws or regulations; (10) the possibility
that Bull Horn or Coeptis may be adversely affected by other economic, business,
and/or competitive factors; and (11) the impact of the global COVID-19 pandemic
on any of the foregoing risks and other risks and uncertainties to be identified
in the proxy statement (when available) relating to the business combination,
including those under “Risk Factors” therein, and in other filings with the SEC
made by Coeptis. The foregoing list of factors is not exclusive. Readers are
referred to the most recent reports filed with the SEC by Coeptis. Readers are
cautioned not to place undue reliance upon any forward-looking statements, which
speak only as of the date made. Coeptis undertakes no obligation to update or
revise the forward-looking statements, whether as a result of new information,
future events or otherwise, subject to applicable law.







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