Coeptis Therapeutics Holdings Inc美股招股说明书(2025-04-23版)

This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus (the “SellingStockholders”) 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 of Common Stock held directly or indirectly by Selling Stockholders that we have issued or may issue and sell to suchSelling Stockholders, (ii) up to 3,737,472 shares of Common Stock that we have issued or may issue and sell to a Selling Stockholder,YA II PN, LTD., a Cayman Islands exempt limited company (“Yorkville”), from time to time pursuant to the Standby Equity PurchaseAgreement (the “SEPA”), dated November 1, 2024, entered into with Yorkville, which consists of (A) 20,000 shares of CommonStock we issued to Yorkville in connection with the execution of the SEPA as partial consideration for its commitment to enter into theSEPA (the “Commitment Shares”) and (B) up to 3,717,472 shares of Common Stock that may be issued to Yorkville pursuant to theSEPA and (iii) 81,877 shares issued to Yorkville in connection with the partial conversion of an outstanding convertible note. We willnot receive any proceeds from the sale of such shares of Common Stock by the Selling Stockholders. However, we may receive up to$20,000,000 aggregate gross proceeds from sales of Common Stock we may elect to make to Yorkville pursuant to the SEPA prior toor after the date of this prospectus. See “Summary–Overview–Standby Equity Purchase Agreement” for a description of the SEPA and“Selling Stockholders” for additional information regarding Yorkville. We will bear all of the registration expenses incurred in connection with the registration of these shares of Common Stock.The Selling Stockholder will pay discounts, commissions, fees of underwriters, selling brokers or dealer managers and similarexpenses, if any, incurred for the sale of these shares of Common Stock. Unless otherwise noted, all share and per share data in this prospectus gives effect to the 1-for-20 reverse stock split of ourcommon stock implemented on December 30, 2024, which combined each twenty shares of the common stock issued and outstandingas of the close of business on December 30, 2024 into one share and is based on 42,318,593 pre-reverse split shares of common stockissued and outstanding as of December 30, 2024. For more information about our reverse stock split, please see “RecentDevelopments” and “Description of Securities” below. The Selling Stockholders identified in this prospectus may offer the shares from time to time on terms to be determined at thetime of sale through ordinary brokerage transactions or through any other means described in this prospectus under the caption “Planof Distribution.” The shares may be sold at fixed prices, at prevailing market prices, at prices related to prevailing market prices or atnegotiated prices. For more information on the Selling Stockholder, see the section entitled “Selling Stockholders.” We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You shouldread the entire prospectus and any amendments or supplements carefully before you make your investment decision. Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “COEP”. On April 21, 2025, the lastreported sales price of our Common Stock was $10.77 per share. We are an “emerging growth company” as defined in Section2(a)of the Securities Act and are subject to reduced publiccompany reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growthcompany. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 11 of this prospectus,as well as the other information contained in or incorporated by reference in this prospectus or in any accompanyingprospectus supplement before making a decision to invest in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is April 21, 2025. TABLE OF CONTENTS PageAbout this ProspectusiiCautionary Statement Regarding Forward-Looking StatementsiiiProspectus Summary1The Offering10Risk Factors and Special Considerations11Use of Proceeds29Dividend Policy29Managements Discussion and Analysis of Financial Condition and Results of Operations30Business36Management42Executive Compensation49Certain Relationships and Related Party Transactions57Security Ownership of Certain Stockholders and Management58Determination of Offering Price59Selling Stockholders60Plan of Distribution62Description of Capital Stock64Legal Matters70Experts70Where You Can Find More Information70Index to Financial StatementsF-1 About this Prospectus This prospectus is part of a regis