| Item 1. | |
| (a) | Name of issuer:
Coeptis Therapeutics Holdings, Inc. |
| (b) | Address of issuer's principal executive offices:
105 BRADFORD ROAD, SUITE 420, WEXFORD, PENNSYLVANIA, 15090. |
| Item 2. | |
| (a) | Name of person filing:
This statement is being jointly filed by Leonite Fund I, LP, a Delaware limited partnership (Leonite Fund), Leonite Advisors LLC, a Delaware limited liability company (Leonite Advisors), and Avi Geller, an individual (together, the Reporting Persons). |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each Reporting Person is 1 Hillcrest Center Dr, Suite 232, Spring Valley, NY 10977. |
| (c) | Citizenship:
Leonite Fund is a Delaware limited partnership
Leonite Advisors is a Delaware limited liability company
Mr. Geller is a United States citizen |
| (d) | Title of class of securities:
COMMON STOCK, PAR VALUE $0.0001 |
| (e) | CUSIP No.:
19207A108 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Leonite Fund is the record holder of 2,050,000 shares of common stock of the Issuer. Leonite Advisors is the Manager of Leonite Fund and has voting and dispositive power over the shares held by it. Mr. Geller is the Managing Member of Leonite Advisors and has sole voting and dispositive power over the shares held by it. As a result, each of Leonite Advisors and Mr. Geller may be deemed to be an indirect beneficial owner of the shares held directly by Leonite Fund. Leonite Advisors and Mr. Geller disclaim beneficial ownership in such shares, except to the extent of their pecuniary interest therein. |
| (b) | Percent of class:
The 2,050,000 shares of common stock represent approximately 6.01% of the outstanding common stock of the Issuer based on 34,108,036 shares of common stock of the Issuer outstanding as of November 8, 2023, as reported in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023. %
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| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
2,050,000
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
2,050,000
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
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Rule 13d-1(d)