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): September 21, 2022
_____________________
COEPTIS THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-56194 | 84-3998117 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
105 Bradford Rd, Suite 420 Wexford, Pennsylvania |
15090 | |
| (Address of principal executive offices) | (Zip Code) |
724-934-6467
(Registrant’s telephone number, including area code)
____________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure |
On September 21, 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 September 21, 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 8.01 | Other Events |
On September 21, 2022, Coeptis issued a press release announcing its previously disclosed exclusive license agreement with the University of Pittsburgh related to certain intellectual property rights to the Universal self-labeling SynNotch and CARs for programable antigen-targeting technology platform. The previous disclosure can be found in the Company’s Current Report on Form 8-K that was filed on September 7, 2022. A copy of the press release is included as Exhibit 99.2 to the Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
|
99.1 99.2 |
__________________________
| 2 |
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 has filed a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”) and intends to file 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 www.sec.gov.
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.
| 3 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Coeptis Therapeutics, Inc. | ||
| Date: September 21, 2022 | By: | /s/ David Mehalick |
|
David Mehalick Chief Executive Officer | ||
| 4 |
Exhibit 99.1
1 © 2022 Coeptis Therapeutics, Inc. All rights reserved Coeptis Therapeutics, Inc. Corporate Overview
2 © 2022 Coeptis Therapeutics, Inc. All rights reserved Important Legal Disclaimers This presentation (the “Presentation”) has been prepared for informational purposes only to assist interested parties in eval uat ing an investment in connection with a proposed business combination (the “Business Combination”) between Bull Horn Holdings Corp. ( “Bu ll Horn”) and Coeptis Therapeutics, Inc. (“Coeptis”). The closing of the Business Combination will be subject to satisfaction o f t he closing condition set forth therein. In connection with the closing of the Business Combination, Bull Horn will re - domesticate as a Del aware corporation and will change its name. The continuing combined entity is hereinafter referred to as the “Company”. No Offer or Solicitation: This Presentation is for informational purposes and does not constitute a “solicitation” pursuant to Section 14 of the Securities Exchange Act of 1934, as amended or the rules and regulations of the U.S. Securities and Exchange Commission (”SEC ”) promulgated pursuant thereto. This Presentation does not constitute (i) a solicitation of a proxy, consent, or authorization wi th respect to any securities or in respect of the Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a re com mendation to purchase any security of Bull Horn, Coeptis, or any of their respective affiliates nor shall there be any sale of securities, in vestment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qua lif ication under the securities laws of any such jurisdiction. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF ANY OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
3 © 2022 Coeptis Therapeutics, Inc. All rights reserved Important Legal Disclaimers cont’d. Participants in Solicitation: Bull Horn and Coeptis and their respective directors and executive officers may, under SEC rules, be deemed to be participants in the solicitation of proxies or consents of Bull Horn’s or Coeptis’ respective shareholders in connection w ith the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Bu sin ess Combination of Bull Horn’s and Coeptis’ respective directors and officers in Bull Horn’s and Coeptis’ filings with the SEC, i ncl uding Bull Horn’s and Coeptis’ respective Annual Reports on Form 10 - K for the fiscal year ended December 31, 2021. Information regarding the pers ons who may, under SEC rules, be deemed participants in the solicitation of proxies to Bull Horn’s or Coeptis’ shareholders in connec tio n with the Business Combination will be set forth in the proxy statement/prospectus included in the registration statement on Form S - 4 with respect to the Business Combination, which has been to be filed by Bull Horn with the SEC. Additional Information and Proxy Statement: In connection with the proposed Business Combination, Bull Horn has filed with th e S EC a Registration Statement on Form S - 4, containing a preliminary proxy statement/prospectus of Bull Horn and Coeptis and after the registration statement is declared effective, Bull Horn and Coeptis will mail a definitive proxy statement/prospectus relatin g t o the proposed Business Combination to their respective shareholders.
4 © 2022 Coeptis Therapeutics, Inc. All rights reserved Important Legal Disclaimers cont’d. This Presentation does not contain any information that should be considered by Bull Horn’s or Coeptis’ respective shareholde rs concerning the proposed Business Combination and is not intended to constitute the basis of any voting or investment decision in respect of the Business Combination or the securities of Bull Horn or Coeptis. Interested persons are advised to read the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about Bull Horn, Coe pti s and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials relating to the pr oposed Business Combination will be mailed to shareholders of Bull Horn and Coeptis as of a record date to be established for voting on the proposed Business Combination. The information contained in the Presentation does not purport to be all - inclusive or to contain all information that may be req uired to make a full analysis of an investment in Bull Horn, Coeptis or the Business Combination, and you should conduct your own inde pen dent evaluation and due diligence with respect to Bull Horn, Coeptis and the terms of the Business Combination. The general explan ati ons included in this Presentation are not intended to, and cannot, address your specific investment objectives, financial situati ons or financial needs. You should consult with you own legal counsel and tax and financial advisors as to legal and related matters concerni ng the matters described herein, and, by accepting this Presentation, you confirm that you are not relying solely upon the information conta ine d herein to make any investment decision.
5 © 2022 Coeptis Therapeutics, Inc. All rights reserved Important Legal Disclaimers cont’d. No Representation: Neither Bull Horn nor Coeptis, nor any of their respective subsidiaries, shareholders, affiliates, representatives, control persons, partners, members, managers, directors, officers, employees, advisers or agents make any representation or warranty, ex press or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. To the fullest e xte nt permitted by law, in no circumstances will Bull Horn, Coeptis or any of their respective subsidiaries, shareholders, affiliates, represent ati ves, control persons, partners, members, managers, directors, officers, employees, advisers or agents be responsible or liable for any dir ect , indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the inf ormation contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Date of Information: This Presentation speaks only as of the date hereof. Neither Bull Horn nor Coeptis intend to update or otherwise revise this Presentation following its distribution, except the extent required by law. Neither Bull Horn nor Coeptis makes any rep res entation or warranty, express or implied, as to the accuracy of completeness of any of the information contained in this Presentation. This Presentation is not a substitute for the proxy statement/prospectus or for any other document that Bull Horn or Coeptis may file with the SEC in connection with the Business Combination. INVESTORS AND SECURITYHOLDERS ARE ADVISED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain free copies of other documents filed with the SEC by Bull Horn or Coeptis through the website mai nta ined by the SEC at www.sec.gov .
6 © 2022 Coeptis Therapeutics, Inc. All rights reserved Important Legal Disclaimers cont’d. The below list of risk factors has been prepared as part of the Business Combination. The risks presented below are a subset of the general risks related to the business of Coeptis and the proposed Business Combination. and such list is not exhaustive. The list bel ow has been prepared solely for purposes of this presentation and not for any other purpose. The list below is qualified in its entirety by disclosures contained in documents previously or hereafter filed or furnished by Bull Horn or Coeptis with the SEC, and you should carefu lly consider these risks and uncertainties, together with the financial statements and related notes filed with the SEC. If Coeptis canno t a ddress any of the following risks and uncertainties effectively, or any other risks and difficulties that may arise in the future, its busi nes s. financial condition and results of operations could be materially and adversely affected. The risks described below are not the only risks that C oep tis or Bull Horn faces. Additional risks that are currently not known about or that are currently believed to be immaterial may also impa ir its business, financial condition or results of operations. You should review this presentation and perform your own due diligence and cons ult with your own financial and legal advisors prior to making any decision in respect of Bull Horn, Coeptis or the Company. Risks relating to the business of Coeptis and Bull Horn will be disclosed in future documents filed or furnished by Coeptis and/or Bull Horn with the SEC, i ncl uding the documents filed or furnished in connection with the proposed Business Combination. The risks presented in such filings will b e c onsistent with those that would be required for a public company in its SEC filings, including with respect to the business and securit ies of Coeptis and Bull Horn and the proposed Business Combination, and may differ significantly from, and be more extensive than, the follo win g risks presented below. - The consummation of the Business Combination is subject to a number of conditions, and if any of those conditions are not sat isfied or waived, Business Combination may not be completed; Risk Factors
7 © 2022 Coeptis Therapeutics, Inc. All rights reserved Important Legal Disclaimers cont’d. - If the Business Combination is consummated, there is no assurance that we will achieve the intended benefits of the Business Combination; - Adverse impacts from the pandemic involving the novel coronavirus known as COVID - 19; - The impact of damage to or interruption of our information technology systems due to cyber - attacks or other circumstances bey ond our control; - Business interruptions resulting from geographical actions, including war and terrorism; - We may not be able to successfully implement our growth strategy on a timely basis or at all; - We may have difficulties managing our anticipated growth, or we may not grow at all; - We have a history of losses, we expect to incur losses in the future and we may not be able to achieve or maintain profitabil ity; - We may not be able to initiate and complete preclinical studies and clinical trials for our product candidates which could ad ver sely affect our business; - We may not be able to obtain and maintain the third - party relationships that are necessary to develop, commercialize and manufac ture some or all of our product candidates; - We may encounter difficulties in managing our growth, which could adversely affect our operations; - We need to obtain financing in order to continue our operations, which may not be available on attractive terms or at all; - We may, for financing or other reasons, have to delay, scale back or discontinue some of our product candidate development pr ogr ams or future commercialization efforts; - There are no assurances that any of the opportunities described in this presentation (including VyGen - Bio, Inc.’s assets, and th e CAR - T technologies), each of which is early - stage, or pre - clinical, will result in a commercial product or overcome the risks associat ed with early - stage biotech drug development: Risk Factors
8 © 2022 Coeptis Therapeutics, Inc. All rights reserved Important Legal Disclaimers cont’d. - The drug development and approval process is uncertain, time - consuming and expensive; - Competition in the biotechnology and pharmaceutical industries may result in competing products, superior marketing of other products and lower revenues or profits for us; - Federal laws or regulations on drug importation could make lower cost versions of our future products available, which could adversely affect our revenues, if any; - The regulatory approval process is costly and lengthy, and we may not be able to successfully obtain all required regulatory approvals; - Healthcare reform measures could adversely affect our business; - Protecting and defending against intellectual property claims may have a material adverse effect on our business; - Certain of our estimates of market opportunity and forecasts of market growth could prove to be inaccurate; - Potential legal proceedings in connection with the Business Combination, the outcome of which may be uncertain. could delay o r prevent the completion of the Business Combination; - If we are not able to retain our current senior management team and our scientific advisors or continue to attract and retain qu alified scientific, technical and business personnel, our business will suffer; and - There is a substantial doubt about our ability to continue as a going concern. Risk Factors
9 © 2022 Coeptis Therapeutics, 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 behalf of Bull Horn or Co eptis made in connection with this Presentation, constitute “forward - looking statements” within the meaning of the safe harbor provisi ons of the United States Private Securities Litigation Reform Act of 1995. Forward - looking statements are neither historical facts nor ass urances of future performance. Because forward - looking statements relate to the future, they are inherently subject to significant known an d unknown risks, uncertainties and other factors that are difficult to predict and are beyond the control of both Bull Horn and Coeptis . The actual results, level of activity, performance or achievements of Bull Horn or Coeptis may be materially different from any future results, l eve ls of activity, performance or achievements expressed or implied by these forwards - looking statements. Forward - looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticip ate,” “intend,” “expect,” “should,” “would,” “plan,” “future,” “outlook,” and similar expressions that predict or indicate future events or t ren ds. All statements that are not statements of historical matters are forward - looking statements. The forward - looking statements include, but are n ot limited to, statements concerning the expected terms and timing of the Business Combination and any financing undertaken in connectio n w ith the Business Combination. The forward - looking statements made in this Presentation are based on Coeptis’ current assumptions and judgments regarding futur e events and results. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Ma ny actual events and circumstances are beyond the control of Bull Horn and Coeptis. Some important factors that could cause actual res ult s to differ materially from those in any forward - looking statements could include changes in domestic and foreign business, market, financia l, political and legal conditions. These forward - looking statements are provided for illustrative purposes only and are not intended to serv e as, and must not be relied upon as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
10 © 2022 Coeptis Therapeutics, Inc. All rights reserved COEPTIS THERAPEUTICS We are a Pittsburgh, PA based pharmaceutical company founded by an experienced team developing innovative cell therapy platforms in oncology .
11 © 2022 Coeptis Therapeutics, Inc. All rights reserved MERGER AGREEMENT WITH BULL HORN HOLDINGS Announced entry into definitive merger agreement with Bull Horn Holdings Corp. (Nasdaq: BHSE), a special purpose acquisition company (SPAC). Transaction expected to provide opportunity to enhance Coeptis' ability to progress its innovative cell therapy platforms for cancer CD38+ CANCERS – INITIAL GEAR - NK TARGET VyGen - Bio’s GEAR - NK enables development of modified NK cell - based therapeutics optimized to be co - administered with targeted antibodies. CD38 - GEAR - NK are modified NK cells that can avoid being ablated by therapies designed to target the CD38 antigen. OPTION FOR CAR T PLATFORM WITH MULTIPLE APPLICATIONS Exclusive option agreement with University of Pittsburgh provides access to three potentially groundbreaking CAR T technologies. First executed license agreement governs SNAP - CAR, a highly programmable therapeutic platform that may present several potential advantages over standard CAR T treatments SNAP - CAR offers potential to target multiple tumor types, including hematological malignancies and solid tumors (breast and ovarian cancer) Corporate Highlights
12 © 2022 Coeptis Therapeutics, Inc. All rights reserved Coeptis entered into definitive merger agreement for a business combination that will result in Coeptis becoming a wholly - owned subsidiary of Bull Horn Holdings Corp. (Nasdaq: BHSE), a special purpose acquisition company (SPAC). Under the terms of the merger agreement, a wholly - owned subsidiary of Bull Horn will merge with and into Coeptis. At the close of the transaction, Bull Horn will be rebranded with “Coeptis” in its name and expects to be listed on Nasdaq under the ticker symbol “COEP.” Bull Horn to re - domesticate to Delaware. GO - FORWARD PLAN Merger provides Coeptis access to capital needed to advance product portfolio highlighted by CD38 - GEAR - NK and CD38 - Diagnostic; license/acquire Pitt assets. David Mehalick to lead combined company as President and CEO. Chris Calise, CFO of Bull Horn, to join the combined company Board. KEY TRANSACTION TERMS MERGER AGREEMENT Coeptis Merger Agreement – Bull Horn Holdings
13 © 2022 Coeptis Therapeutics, Inc. All rights reserved Multiple Growth Drivers – Pre/Post Merger Business Combination values Coeptis at $175 million (subject to adjustments) . Business Combination value agreed to prior to Pitt agreement, suggesting near - term and longer - range upside potential. Q2 ‘21 Q3 ’21 5/18/21 Coeptis Enters into Exclusive Option Agreements w/ VyGen - Bio 8/19/21 Coeptis Therapeutics Partners with VyGen - Bio, Inc. to Co - develop Two Assets Designed to Improve the Treatment of CD38 - Related Cancers 4/19/22 Coeptis Therapeutics, Inc. and Bull Horn Holdings Corp. Announce Merger Agreement 4/29/22 Coeptis Therapeutics Enters into Exclusive Option Agreement with University of Pittsburgh for Rights to CAR T Technologies Q2 ‘22 Q3 ‘22 8/31/22 Coeptis Enters Exclusive License Agreement with University of Pittsburgh for Rights to SNAP - CAR
14 © 2022 Coeptis Therapeutics, Inc. All rights reserved Coeptis entered into two exclusive option agreements with VyGen - Bio, Inc., a majority - owned subsidiary of Vycellix, Inc., involving technologies designed to improve the treatment of CD38 - related cancers. Coeptis will assist VyGen - Bio in its efforts to develop and commercialize: • CD38 - GEAR - NK , is a pre - clinical in vitro proof of concept product designed to protect CD38+ NK cells from destruction by anti - CD38 mAbs. • CD38 - Diagnostic , a discovery - stage product designed to analyze if cancer patients might be appropriate candidates for anti - CD38 mAb therapy. PARTNERSHIP STATUS Coeptis currently has a 50% (which could scale down to 25%) revenue stream interest and co - development rights for CD38 - GEAR - NK and a 50% revenue stream interest related to CD38 - Diagnostic from VyGen - Bio. Coeptis is entitled to receive future revenue from both products. DEVELOP & COMMERCIALIZE EXCLUSIVE OPTION AGREEMENT Coeptis Collaboration – VyGen - Bio
15 © 2022 Coeptis Therapeutics, Inc. All rights reserved IMMUNOTHERAPY CHALLENGES Various immunotherapies for CD38+ tumors are designed to find and kill cells that express the CD38 antigen; therefore, CD38+ NK cells are likely to become collateral damage and with their eradication, the overall anti - tumor response is suboptimal. THE GOAL To protect CD38+ Natural Killer (NK) cells so that functional disease - targeting NK cells will not be eradicated, enabling their co - existence with CD38 targeting therapies, and thus allowing for complementary tumor killing and immune surveillance. A NOVEL COMBINATORIAL APPROACH Modified NK cells that are co - administered with select monoclonal antibodies and/or other CD38 targeting immunotherapies are in pre - clinical development to enhance and maximize tumor kill via combinatorial approaches otherwise not possible. GEAR - NK (CD38) STRATEGY Animations herein are provided as visual aids to help articulate hypothesized proof - of - concept in a general manner and do not depict precise scientific mechanisms - of - action.
16 © 2022 Coeptis Therapeutics, Inc. All rights reserved Animations herein are provided as visual aids to help articulate hypothesized proof - of - concept in a general manner and do not de pict precise scientific mechanisms - of - action. Anti - CD38 mAbs (Infused antibodies from current cancer treatments) bind to CD38 proteins and kill both CD38+ Cancer cells and our body’s Natural Killer Cells. CD38 - GEAR - NK are modified, NK cells that can avoid being ablated by therapies designed to target the CD38 antigen, thus enabling the combination of passive immunity with innate active immunity to more efficiently target and eradicate CD38+ malignancies. CURRENT ANTI - CD38 PATHWAY PATHWAY WITH GEAR - NK (CD38) CELL THERAPY
17 © 2022 Coeptis Therapeutics, Inc. All rights reserved CD38 - GEAR - NK – Market Opportunity CD38 - GEAR - NK could change how CD38 - related cancers are treated by protecting CD38+ NK cells from destruction by anti - CD38 mAbs. Opportunity to improve the treatment of CD38 - related cancers, including multiple myeloma, chronic lymphocytic leukemia, and acute myeloid leukemia Multiple myeloma is expected to be the first cancer indication targeted with CD38 - GEAR - NK. The multiple myeloma market in the initial 8 target markets 1 was $16.27B in 2019 and is expected to increase through 2030. 2 1. US, UK, Germany, Spain, France, Italy, China, and Japan 2. Source: DelveInsight
18 © 2022 Coeptis Therapeutics, Inc. All rights reserved CD38 - Diagnostic is an in vitro screening tool to be used prior to initiation of mAb therapy. Being developed to pre - determine which cancer patients are most likely to benefit from targeted anti - CD38 mAb therapies , either as monotherapy or in combination with CD38 - GEAR - NK. Potential to develop as platform technology beyond CD38 to identify patients likely to benefit for a broad range of mAb therapies across multiple indications . CD38 - Diagnostic – Product Overview 1 2 3
19 © 2022 Coeptis Therapeutics, Inc. All rights reserved CD38 - Diagnostic – Market Opportunity Could prevent patients from being subjected to ineffective therapy and enable significant savings to healthcare systems CD38 - Diagnostic provides opportunity to make more cost - effective medical decisions for the treatment of B cell malignancies with high CD38 expression including multiple myeloma. May help to avoid unnecessary administration of anti - CD38 therapies CD38 - Diagnostic designed to be offered as a companion diagnostic for determining patient suitability and likelihood of positive treatment outcomes for CD38 - GEAR - NK and/or CD38 monoclonal antibody therapies.
20 © 2022 Coeptis Therapeutics, Inc. All rights reserved FLEXIBILITY SPEED TO MARKET RETURN ON INVESTMENT Designed to be used as a companion with CD38 GEAR - NK or as a standalone diagnostic screening test to determine which immunotherapies may be responsive to CD38+ tumors Opportunity to expand the market to include use with other monoclonal antibody treatments for additional types of cancers As a medical device, the pathway to FDA approval is often shorter, thereby reducing development costs and increasing speed to market Screening and identifying ineffective monoclonal antibody therapies would enable health insurance plans to approve and reimburse the diagnostic CD38 - Diagnostic – Value Proposition
21 © 2022 Coeptis Therapeutics, Inc. All rights reserved Each GEAR platform being designed to be deployed independently or collectively to further bolster the likelihood of a durable therapeutic response . GEAR Diagnostic being designed to determine the most appropriate anti - CD38 mAb . GEAR NK being designed to help to protect the body’s NK cells from being eradicated during mAb therapy. GEAR PLATFORM ADVANTAGES 1 2 3 When deployed collectively, GEAR NK and GEAR DIAG may enable a more robust treatment option when compared to existing regimens for the treatment of CD38+ cancers.
22 © 2022 Coeptis Therapeutics, Inc. All rights reserved Coeptis entered into an exclusive option agreement with the University of Pittsburgh for the rights to negotiate licenses to three CAR T technologies that offer the potential to address a range of hematologic and solid tumors. Exclusive option agreement involves the intellectual property rights to three technologies : • Universal self - labeling SynNotch and CARs for programable antigen - targeting (SNAP - CAR) • mSA2 affinity - enhanced biotin - binding CAR • Conditional control of universal CAR T cells through stimulus - reactive adaptors PARTNERSHIP STATUS Coeptis exercised the option to license SNAP - CAR for specific field of use on Aug. 31, 2022. Additional options may be exercised under current agreement until October 29, 2022. The option agreement may be extended an additional six months, subject to the agreement of both parties . DEVELOP & ADVANCE EXCLUSIVE OPTION AGREEMENT Coeptis Option – University of Pittsburgh
23 © 2022 Coeptis Therapeutics, Inc. All rights reserved IMMUNOTHERAPY CHALLENGES Reducing potential toxicity: The therapeutic activity of the SNAP - CAR T cells can be controlled by the antibody dose, which we envision would allow clinicians to potentially mitigate toxicity from over - activity. We also envision that the immune response against cancer may also be boosted with additional doses of the tagged tumor - specific antibody. THE GOAL Lowering the chance for cancer relapse: Relapse from CAR T cell therapy which often results from the loss or down - regulation of the targeted protein on the cancer, can potentially be avoided by combining SNAP - CAR T cells with antibodies targeting multiple antigens at once. A NOVEL APPROACH Targeting new cancers: SNAP - CAR T cells are a platform technology that is being developed to be combined with tagged, tumor - specific antibodies to potentially target many different tumor types, including hematological malignancies and solid tumors. SNAP - CAR DEVELOPMENT STRATEGY Animations herein are provided as visual aids to help articulate hypothesized proof - of - concept in a general manner and do not depict precise scientific mechanisms - of - action.
24 © 2022 Coeptis Therapeutics, Inc. All rights reserved CAR T Platform – Market Opportunities CAR T offers the potential to revolutionize cancer treatment; however, there remain shortcomings with current CAR T therapies that could enable the technology to be utilized with additional types of cancer, including many solid tumors . Currently in the pre - clinical stage of development. Among the initial cancer indications under development are pre - clinical programs targeting breast cancer and ovarian cancer . CAR T cell therapy market size & share expected to reach $20.56 billion by 2029 from $1.96 billion in 2021, at a compound annual growth rate (CAGR) of 31.6% during forecast period 2022 to 2029. 1 1 Source: Polaris Market Research
25 © 2022 Coeptis Therapeutics, Inc. All rights reserved SNAP - CAR T cells can be controlled by the antibody dose, which may allow clinicians to potentially reduce toxicity from over - activity. Potential to minimize cancer relapse by combining SNAP - CAR T cells with antibodies targeting multiple antigens at once. SNAP - CAR – Potential Advantages 1 2 3 SNAP - CAR T cells can be engineered to potentially target multiple tumor types, including hematological malignancies and solid tumors .
26 © 2022 Coeptis Therapeutics, Inc. All rights reserved Coeptis Scientific Advisory Board Head of the Gene and Cell Therapy Group, Division of Hematology, Department of Medicine, Karolinska Institutet, Karolinska University Hospital, Stockholm Evren Alici M.D., Ph.D. Arnika K. Wagner, Ph.D. Assistant Professor, Department of Medicine, Karolinska Institutet, Karolinska University Hospital, Stockholm Former Dean of Research, Karolinska Institutet and founder of the Center for Infectious Medicine, Department of Medicine, Karolinska Institutet, Karolinska University Hospital, Stockholm Hans - Gustaf Ljunggren, M.D., Ph.D.
27 © 2022 Coeptis Therapeutics, Inc. All rights reserved COEPTIS MANAGEMENT TEAM Dave Mehalick Co - Founder, President & CEO 30 years of diverse business experience in healthcare, information technology and finance including consulting, capital markets, private equity, and investments Christine Sheehy Co - Founder & CFO 30 years of finance and operational experience, mainly in pharmaceutical and life science startup companies leading design and development of global systems Gary Conte SVP Sales and Marketing 30 years of pharmaceutical experience including senior roles in sales, marketing, business development, training, managed care, analytics and reporting Dan Yerace Co - Founder & VP Operations 10+ years of pharmaceutical experience including roles in global supply chain, operations, business development, and procurement
28 © 2022 Coeptis Therapeutics, Inc. All rights reserved Anticipated Milestones Expand IP portfolio around GEAR - NK and GEAR Diagnostic Expand ownership of VyGen - Bio and entire GEAR Platform Complete merger agreement with Bull Horn Holdings COEP stock to begin trading on Nasdaq following Bull Horn merger Finalize licensing agreement with University of Pittsburgh for SNAP - CAR T platform Initiate IND enabling studies for GEAR - NK (Toxicology, Pharmacology, PK) Q2 Q3 Q4 Q1’23
29 © 2022 Coeptis Therapeutics, Inc. All rights reserved Coeptis Value Proposition Cell and gene therapies have the potential to “disrupt” current treatment paradigms. Early - stage development assets in this space are being routinely acquired by larger Pharma companies. CAR T technologies being developed at University of Pittsburgh have the potential to target hematologic and solid tumors, including breast and ovarian cancer Merger with Bull Horn will advance COEP stock to Nasdaq and provide opportunity to strengthen access to capital.
30 © 2022 Coeptis Therapeutics, Inc. All rights reserved Coeptis Investor Relations Contact: Bill Borden Senior Vice President Tiberend Strategic Advisors Mobile: 732 - 910 - 1620 bborden@tiberend.com coeptistx.com
Exhibit 99.2
Coeptis Therapeutics Enters Exclusive License Agreement with University of Pittsburgh for Rights to SNAP-CAR, a “Multi-Antigen” CAR T Technology
SNAP-CAR therapy provides a highly programmable therapeutic platform designed to potentially target many tumor types, including hematological malignancies and solid tumors
Wexford, PA, September 21, 2022 – Coeptis Therapeutics, Inc. (OTC PINK: COEP) (“Coeptis” or “the Company”), a biopharmaceutical company developing innovative cell therapy platforms for cancer, today announced entry into an exclusive license agreement with the University of Pittsburgh for the rights to a chimeric antigen receptor T cell (CAR T) technology – SNAP-CAR – designed to target multiple antigens simultaneously and potentially address a range of hematologic and solid tumors, including breast and ovarian cancer. Completion of the exclusive license agreement for SNAP-CAR follows Coeptis’ entry into an option agreement with the University of Pittsburgh announced in May 2022.
Current CAR T therapies are designed to target specific tumor antigens that correspond to a specific cancer indication. This approach has proven effective in certain cancer types but limits the applicability of those CAR T therapies. SNAP-CAR is designed to be a “universal” CAR T cell therapy platform that can be adapted to different cancer indications. Instead of directly binding to a target on the tumor cell, CAR T cells are co-administered with one or more antibody adaptors that bind to the tumor cells and are fitted with a chemical group that irreversibly connects them to the SNAP-CAR on the therapeutic cells via a covalent bond. Pre-clinical studies in mice have demonstrated that by targeting tumors via antibody adaptor molecules, the SNAP-CAR therapy provides a highly programmable therapeutic platform.
“SNAP-CAR T cells can be engineered to address numerous cancers, including solid tumors, while providing researchers with the ability to rapidly screen multiple antibody candidates without the need to generate individual receptors,” said Jason Lohmueller, Ph.D., Assistant Professor of Surgery and Immunology in the Division of Surgical Oncology Research at the University of Pittsburgh. “Additionally, SNAP-CAR may offer the potential to mitigate the toxicity of CAR T therapy by allowing clinicians to control the adaptor dose. Further, the ability to combine SNAP-CAR T cells with antibodies targeting multiple antigens offers the potential to reduce the likelihood of cancer relapse,” said Alex Deiters, Ph.D., Professor of Chemistry at the University of Pittsburgh.
“SNAP-CAR represents a potential breakthrough in CAR T approaches and a significant addition to Coeptis’ expanding cell therapy product portfolio,” said Dave Mehalick, President and CEO of Coeptis Therapeutics. “Research at the University of Pittsburgh suggests that SNAP-CAR offers an opportunity to direct the power of CAR T to an array of cancers that have, until now, been inaccessible via current cell therapy technologies by providing a highly programmable antigen targeting platform. It is believed that SNAP-CAR could enable the development of CAR T therapies for many hematologic cancers as well as several types of solid tumors, including breast and ovarian cancer.”
Mr. Mehalick concluded: “Our vision at Coeptis is to be at the forefront of developing the next-generation cell therapy technologies, and we believe the advancements at the University of Pittsburgh, as well as those at VyGen-Bio, are potentially groundbreaking.”
About Coeptis Therapeutics, Inc.
Coeptis Therapeutics, Inc., along with its wholly owned subsidiary Coeptis Pharmaceuticals, Inc. (together “Coeptis”), is
a biopharmaceutical company developing innovative cell therapy platforms for cancer that have the potential to disrupt conventional treatment
paradigms and improve patient outcomes. Coeptis' product portfolio and rights are highlighted by a universal, multi-antigen CAR T technology
licensed from the University of Pittsburgh (SNAP-CAR) and a cell therapy technology (CD38-GEAR-NK) and an in vitro diagnostic (CD38-Diagnostic)
targeting CD38-related cancers, which the company is developing with VyGen-Bio and leading medical researchers at the Karolinska
Institutet. Coeptis' business model is designed around maximizing the value of its current product portfolio and rights through in-license
agreements, out-license agreements and co-development relationships, as well as entering into strategic partnerships to expand its product
rights and offerings, specifically those targeting cancer. Coeptis was founded in 2017 and is headquartered in Wexford, Pa. For more
information on Coeptis visit https://coeptistx.com/.
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About the University of Pittsburgh
A nonsectarian, coeducational, state-related, public research university founded in 1787, the University of Pittsburgh (Pitt)
is a member of the prestigious by-invitation-only Association of American Universities and internationally renowned as a leading center
of learning and research in the arts, sciences, humanities, professions and health sciences. Comprising a Pittsburgh campus,
which is home to 16 undergraduate, graduate and professional schools, and four Western Pennsylvania regional campuses, Pitt offers
nearly 500 distinct degree programs and confers more than 8,500 degrees annually. Pitt has ranked among the top 10 recipients
of funding from the National Institutes of Health since 1998 and is ranked among the top 10 American research universities nationally
in terms of total federal science and engineering research and development obligations. For more information, visit www.pitt.edu.
Cautionary Note Regarding Forward-Looking Statements
This press release and statements of our management made in connection therewith contain or may contain “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When we use words such as "may," "will," "intend," "should," "believe," "expect," "anticipate," "project," "estimate" or similar expressions that do not relate solely to historical matters, we are making forward-looking statements. Forward-looking statements are not guarantee of future performance and involve significant risks and uncertainties that may cause the actual results (including, without limitation (i) whether we will exercise the option with the University of Pittsburgh, or the benefits of the technology subject to such option and (ii) whether we will be able to close our proposed merger with Bull Horn Holdings Corp. (Nasdaq: BHSE), each as described herein) to differ materially and perhaps substantially from our expectations discussed in the forward-looking statements. All forward-looking statements are subject to significant uncertainties and risks including, but not limited, to those risks contained or to be contained in reports and other filings filed by us with the Securities and Exchange Commission. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in our filings made or to be made with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov. We undertake no obligation to publicly revise these forward–looking statements to reflect events or circumstances that arise after the date hereof unless required by applicable laws, regulations or rules.
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 with Bull Horn Holdings. 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 press release does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination with Bull Horn Holdings. This press release 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.
CONTACTS
Coeptis Therapeutics, Inc.
Investors
Tiberend Strategic Advisors, Inc.
Jon Nugent
205-566-3026
jnugent@tiberend.com
Media
David Schemelia
609-468-9325
dschemelia@tiberend.com
Bull Horn Holdings Corp.
Edelman
bullhornmedia@edelman.com
University of Pittsburgh
Innovation Institute
412-383-7670
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