Coeptis Therapeutics Holdings Inc 2025年度报告

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: 001-39669 Coeptis Therapeutics Holdings, Inc.(Exact name of registrant as specified in its charter) Delaware98-1465952(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 105 Bradford Rd, Suite 420Wexford, Pennsylvania 15090(Address of Principal Executive Offices) (Zip Code) (Registrant’s Telephone Number, Including Area Code):(724) 934-6467 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files.) Yes☒No☐ 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 the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☒ Accelerated filer☐Smaller reporting company☒ If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of the lastbusiness day of the registrant’s most recently completed second fiscal quarter, based on the closing sale price of $7.80 reported on theNasdaq Capital Market was: $28,225,766. The number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date was:6,223,221 shares of $0.0001 par value common stock outstanding as of March 18, 2026. Coeptis Therapeutics Holdings, Inc.Annual Report on Form 10-K for the Year Ended December 31, 2025 TABLE OF CONTENTS Item Part I 1.Business1A.Risk Factors1B.Unresolved Staff Comments1C.Cybersecurity2.Properties3.Legal Proceedings4.Mine Safety Disclosures Part II 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities246.Selected Financial Data327.Management’s Discussion and Analysis of Financial Condition and Results of Operations327A.Quantitative and Qualitative Disclosures About Market Risk378.Financial Statements and Supplementary Data379.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure389A.Controls and Procedures389B.Other Information39 Part III 10.Directors, Executive Officers and Corporate Governance4011.Executive Compensation4612.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters5013.Certain Relationships and Related Transactions, and Director Independence5114.Principal Accountant Fees and Services53 Part IV 15.Exh