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): May 17, 2022
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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 8.01 | Other Events |
On May 17, 2022, Coeptis Therapeutics, Inc. (OTC PINK: COEP) (“Coeptis”) issued a press release announcing the execution of an exclusive option agreement with University of Pittsburgh for the rights to three chimeric antigen receptor T cell (CAR-T) technologies that offer the potential to address a range of hematologic and solid tumors. In the press release, Coeptis also highlighted other of its recent milestones, including its recently entered into definitive merger agreement related to a proposed business combination with Bull Horn Holdings Corp. (“Bull Horn”).
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release, dated May 17, 2022 |
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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 intends to file with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement and 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.
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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 press release 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’ 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 the Merger Agreement (as defined below); (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 common stock on Nasdaq 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 the 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.
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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: May 17, 2022 | By: | /s/ David Mehalick |
|
David Mehalick Chief Executive Officer | ||
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Exhibit 99.1
Coeptis Therapeutics Enters into Exclusive Option Agreement with University of Pittsburgh for Rights to CAR-T Technologies Designed to Target Multiple Cancer Indications, Including Hematologic and Solid Tumors
Option agreement comprises three technologies and associated patent portfolios
Announcement marks the third strategic agreement for Coeptis this quarter designed to bolster its portfolio and complement its innovative cell therapy platforms
Wexford, PA, May 17, 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 option agreement with the University of Pittsburgh for the rights to three chimeric antigen receptor T cell (CAR-T) technologies that offer the potential to address a range of hematologic and solid tumors. Among the initial cancer indications under development are pre-clinical programs targeting breast cancer and ovarian cancer. Terms of the deal were not disclosed.
The exclusive option agreement involves the intellectual property rights to three technologies jointly developed in the laboratories of Jason Lohmueller, Ph.D., Assistant Professor of Immunology; Alexander Deiters, Ph.D., Professor of Chemistry; and Olivera Finn, Ph.D., Professor of Immunology: 1) mSA2 affinity-enhanced biotin-binding CAR, 2) universal self-labeling SynNotch and CARs for programable antigen-targeting, and 3) conditional control of universal CAR-T cells through stimulus-reactive adaptors. Per the option agreement, Coeptis paid the University of Pittsburgh a non-refundable fee for the exclusive option to license the patent rights to each of the three technologies. Coeptis has until October 29, 2022, to exercise the options and pay the specified exercise considerations. The option agreement may be extended an additional six months, subject to the agreement of both parties.
“2022 has been a transformational year for Coeptis, and this exclusive option agreement with the University of Pittsburgh provides an unprecedented opportunity to in-license three groundbreaking CAR-T technologies that we believe offer the potential to deliver CAR-T therapies to address both hematologic and solid tumors,” said Dave Mehalick, CEO of Coeptis Therapeutics. “We are excited to have the opportunity to collaborate with the University of Pittsburgh to advance these innovative CAR-T technologies, which have the potential to be applied to a wide range of cancers currently underserved by conventional treatment options and first-generation CAR-T therapies, including breast and ovarian cancer.”
“CAR-T offers the potential to revolutionize cancer treatment; however, there remain shortcomings with current CAR-T therapies that we believe, if addressed, could enable the technology to be utilized with additional types of cancer, including many solid tumors,” said Jason Lohmueller. “Our efforts at the University of Pittsburgh involve three core opportunities: creating a universal CAR-T system that maintains a high-binding affinity, while also offering greater control over toxicity; developing a technology that can target multiple antigens simultaneously; and enabling conditional cell receptor control for systemic control over CAR-T cells. We welcome the opportunity to partner with Coeptis to advance these technologies.”
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The option agreement with the University of Pittsburgh marks the third material event for Coeptis this quarter and follows the recently announced definitive merger agreement with Bull Horn Holdings Corp. (“Bull Horn”) (Nasdaq: BHSE), a special purpose acquisition company (SPAC) that is anticipated to close in the third quarter of 2022. Additionally, in April, Coeptis entered into a strategic agreement with Statera Biopharma, Inc. that gives Coeptis the right to acquire, subject to satisfaction of certain conditions, Statera's toll-like receptor 5 (TLR5) agonist platform, including entolimod, a clinical-stage product currently being developed as a treatment for acute radiation syndrome.
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 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/.
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.
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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., 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.
CONTACTS
Coeptis Therapeutics
Investors
Tiberend Strategic Advisors, Inc.
Jon Nugent
jnugent@tiberend.com
Media
David Schemelia
dschemelia@tiberend.com
Bull Horn Holdings Corp.
Edelman
bullhornmedia@edelman.com
University of Pittsburgh
Innovation Institute
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