
Commission File No.001-39669 Securities registered pursuant to Section12(g)of the Act:Common Stock, par value $0.0001 per share Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12(b)-2 of the Exchange Act). Yes☐No☒ Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: The number of shares outstanding of the registrant’s common stock as of the latest practicable date was:3,513,838shares of $0.0001par value common stock outstanding as of May 14, 2025. FORM10-Q For the Quarter Ended March 31, 2025 TABLE OF CONTENTS PARTI – FINANCIAL INFORMATION Item 1.Unaudited Financial Statements Condensed Consolidated Balance Sheets Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Stockholders’ Equity PARTII – OTHER INFORMATION Item 1.Legal Proceedings33Item 1A.Risk Factors33Item 2.Unregistered Sales of Equity Securities and Use of Proceeds33Item 3.Defaults Upon Senior Securities33Item 4.Mine Safety Disclosures33Item 5.Other Information33Item 6.Exhibits34 SIGNATURES PARTI — FINANCIAL INFORMATION COEPTIS THERAPEUTICS HOLDINGS, INC.CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITYFor the three months ended March 31, 2025 and 2024 COEPTIS THERAPEUTICS HOLDINGS, INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSThree months ended March 31, 2025 and 2024 (unaudited) NOTE 1 –DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Nature of Business General. Coeptis Therapeutics Holdings, Inc. (“Coeptis”, the “Company” or “we” or “our”) was originally incorporated in the BritishVirgin Islands on November 27, 2018, under the name Bull Horn Holdings Corp. On October 27, 2022, Bull Horn Holdings Corp.domesticated from the British Virgin Islands to the State of Delaware. On October 28, 2022, in connection with the closing of the The Merger Transaction. On October 28, 2022, a wholly owned subsidiary of Bull Horn Holdings Corp., merged with and into CoeptisTherapeutics, Inc., with Coeptis Therapeutics, Inc. as the surviving corporation of the Merger. As a result of the Merger, we acquiredthe business of Coeptis Therapeutics, Inc., which we now continue to operate as our wholly owned subsidiary. About the Company’s Subsidiaries. We are now a holding company that currently operates through our direct and indirect subsidiariesSNAP Biosciences, Inc. and GEAR Therapeutics, Inc., which are majority owned, and Coeptis Therapeutics, Inc., CoeptisPharmaceuticals, Inc. and Coeptis Pharmaceuticals, LLC, which are wholly owned. Coeptis is a biopharmaceutical and technology company. The biopharmaceutical division focuses on developing innovative celltherapy platforms for cancer, autoimmune, and infectious diseases. Coeptis aims to advance treatment paradigms and improve patientoutcomes through its cutting-edge research and development efforts. The technology divisionfocuses on enhancing operational Basis of Presentation –The accompanying unaudited condensed consolidated financial statements have been prepared in accordancewith accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, theaccompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurringadjustments, which are necessary to present fairly the Company’s financial position, results of operations, and cash flows. The interimresults of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and Principles of Consolidation– The accompanying consolidated financial statements include the accounts of Coeptis Therapeutics,Inc., Coeptis Pharmaceuticals, Inc., Coeptis Pharmaceuticals, LLC, SNAP Biosciences, Inc., and GEAR Therapeutics, Inc. All material Reverse Stock Split– On December 31, 2024, the Company completed a20-1 re




