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COEP
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Business Summary

Coeptis Therapeutics Holdings, Inc. (COEP) operates as a biopharmaceutical and technology company, focusing on developing innovative cell therapy platforms for cancer, autoimmune, and infectious diseases within its biopharmaceutical division, and enhancing operational capabilities through advanced technologies in its technology division . The company's core business model involves acquiring and developing cell therapy technologies, with a recent shift away from commercializing generic products . Revenue generation in the reported fiscal period primarily stemmed from its technology segment, specifically lead generation and webinar services . The company is structured as a holding company, operating through direct and indirect subsidiaries including SNAP Biosciences, Inc. and GEAR Therapeutics, Inc. (majority-owned), and Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc., and Coeptis Pharmaceuticals, LLC (wholly-owned) .

The biopharmaceutical division is actively pursuing several assets, including CD38-GEAR-NK, a pre-clinical in vitro proof-of-concept product designed to protect CD38+ NK cells from destruction by anti-CD38 monoclonal antibodies for CD38-related cancers such as multiple myeloma, chronic lymphocytic leukemia, and acute myeloid leukemia . The global multiple myeloma market was $28.42 billion in 2024 and is projected to reach $47.04 billion by 2031 . Another asset is CD38-Diagnostic, an in vitro diagnostic tool designated as a Class II type device by the FDA, intended to identify cancer patients suitable for anti-CD38 mAb therapy . The SNAP-CAR Platform, licensed exclusively from the University of Pittsburgh, is a universal self-labeling SynNotch and CARs for programable antigen-targeting technology platform, currently in preclinical development, with a key potential application in solid tumors . The CAR T-cell therapy market size is expected to reach $20.56 billion by 2029 from $1.96 billion in 2021, representing a compound annual growth rate (CAGR) of 31.6% . The company has ceased allocating resources to CPT60621, a co-developed oral liquid version of a Parkinson's Disease drug, and is in negotiations for Vici Health Sciences, LLC to buy out most or all of the remaining ownership rights .

The technology division, through the acquired assets of NexGenAI Affiliates Network Platform (NexGenAI) on December 19, 2024, offers AI-powered marketing software and robotic process automation capabilities, including managed digital marketing services such as lead generation, content marketing, social media marketing, email marketing, account-based marketing, marketing analytics, event marketing, and branding support .

For the fiscal year ended December 31, 2025, Coeptis reported total sales of $1,363,045 , a significant increase from no sales in the prior year . Cost of goods sold was $180,625 , resulting in a gross profit of $1,182,420 . The company incurred a net loss of $12,277,192 for the year, compared to a net loss of $10,877,412 in 2024. The accumulated deficit as of December 31, 2025, was $109,953,728 , up from $98,036,713 at December 31, 2024. Operating expenses increased from $10,054,488 in 2024 to $14,225,918 in 2025, primarily due to increased professional services expenses and higher stock-based compensation . Research and development expense decreased from $2,331,548 in 2024 to $1,277,150 in 2025, mainly due to the termination of the Shared Services Agreement with Deverra Therapeutics . General and administrative expenses increased from $945,641 in 2024 to $1,148,004 in 2025 . Interest expense decreased from $246,116 in 2024 to $96,744 in 2025 . The change in fair value of derivative liabilities resulted in a gain of $1,098,055 in 2025, compared to a loss of $341,660 in 2024 . The company recognized an unrealized gain on marketable securities of $76,596 in 2025 . Cash increased to $5,674,302 at December 31, 2025, from $532,885 at December 31, 2024, driven by a 2025 private placement common stock offering and draws under the Standby Equity Purchase Agreement (SEPA) .

During 2025, the company licensed exclusive worldwide development and commercialization rights to the GEAR™ Cell Therapy Platform from Vy-Gen-Bio, Inc., for which it paid $400,000 in license fees, recorded as research and development expense . The Shared Services Agreement with Deverra Therapeutics expired in December 2024 . In May 2025, SNAP Biosciences entered into a grant agreement with the Alici Lab at the Karolinska Institutet to continue preclinical and clinical development, with quarterly payments of $105,000 . Also in May 2025, SNAP Biosciences entered a License Agreement with Monarch Therapeutics for access to its small-molecule adaptor-based technology platform, involving a $50,000 upfront payment and a $10,000 annual license fee . The company also completed a private placement offering in 2025, issuing 436,467 shares of common stock for total proceeds of $5,000,000 , with $4,500,000 collected by year-end . Additionally, 260,000 shares of common stock were sold to two private investors for $3,120,000 in promissory notes during the fourth quarter of 2025 .

Business Outlook

Coeptis Therapeutics Holdings, Inc. anticipates continued operating losses and negative cash flow from operations at least through the end of 2025, as it expects planned product development and strategic expansion pursuits to significantly increase losses . The company does not expect to generate any significant revenue in its Biotechnology segment for at least the next year, as drug development continues towards commercialization through partnerships or other means . Management believes that the ability to raise capital through equity transactions will increase liquidity and enable the execution of its operating strategy in 2026 .

The company's growth strategy is three-pronged: portfolio optimization, strategic partnerships, and business development . Portfolio optimization involves continuously evaluating, prioritizing, and making changes in its pipeline as market dynamics and product opportunities evolve, potentially including divestment of certain products or agreements to focus on core assets . Strategic partnerships are a focus for expanding the existing pipeline through collaborations with companies possessing novel, preclinical, and clinical assets, particularly in oncology . Business development efforts are actively seeking partnerships and strategic collaborations that align with the company's vision and therapeutic focus, leveraging its expansive platform technologies for opportunities beyond its current scope .

In terms of operational outlook, the company expects general and administrative expenses to increase in the future due to increased headcount to support business growth, as well as higher accounting, audit, legal, regulatory, compliance, insurance, and investor relations expenses associated with operating as a public company . Research and development costs are also expected to increase to support new strategic initiatives, which will be dependent on future strategic business collaborations and agreements . The company currently lacks in-house commercial capabilities for marketing and distributing FDA-approved products, necessitating partnerships with external firms for sales, marketing, distribution, contracting, and pricing of future products .

Regarding capital allocation, the company will require both short-term financing for operations and long-term capital to fund expected growth, including strategic transactions . While cash on hand is believed to be sufficient through at least the second quarter of 2026, assuming no strategic transactions are pursued, additional funds will be required to fully implement its business plan and growth strategy . Such funds could be raised through equity, debt, or a combination thereof . The company has a Standby Equity Purchase Agreement (SEPA) with Yorkville, allowing it to sell up to $20,000,000 of common stock, subject to limitations . In connection with the SEPA, Yorkville advanced up to $1,304,758 in a convertible promissory note . The company also issued a convertible promissory note in the principal amount of $1,100,000 to Yorkville in January 2025 . The company has never declared or paid dividends and intends to retain any future earnings to fund business development and growth .

The company explicitly flags several structural headwinds and execution risks. It has a history of losses and expects to incur future losses, with no certainty of achieving or maintaining profitability . The drug development and approval process is uncertain, time-consuming, and expensive, with no guarantee of successful preclinical studies or clinical trials, or timely regulatory approval . Competition in the biotechnology, pharmaceutical, and technology industries is a risk, potentially leading to competing products, superior marketing by others, and lower revenues or profits . The company also needs to obtain financing to continue operations and pursue strategic transactions, and the inability to secure adequate funds could lead to delays, reductions, or termination of product development or clinical programs .

Risk Factors

Coeptis Therapeutics Holdings, Inc. faces substantial doubt about its ability to continue as a going concern, citing a need for additional capital for future planned expansion and ordinary course activities, including servicing indebtedness . The company has a history of significant losses, with a net loss of $12,277,192 in 2025 and an accumulated deficit of $109,953,728 , and expects to incur further losses, which could negatively impact its financial condition and ability to pay debts . The drug development and approval process is inherently uncertain, time-consuming, and expensive, with no assurance that preclinical or clinical trials will be successful or that regulatory approvals will be obtained, potentially leading to additional costs and delayed revenue . Competition in the biotechnology, pharmaceutical, and technology industries is intense, with many competitors possessing greater resources and experience, which could result in superior competing products and lower revenues or profits for Coeptis . Furthermore, the company's intellectual property rights are primarily derived from third-party agreements, and failure to sustain and build direct intellectual property could allow competitors to duplicate its research and development efforts . There is also a risk of delisting from the Nasdaq Capital Market if the company fails to maintain listing requirements, such as a minimum bid price of $1.00 per share, a minimum market value of listed securities of $35 million , and a minimum of 300 public shareholders .

Management Priorities

Management's message to shareholders conveys a focus on strategic growth and overcoming operational challenges, particularly in the context of its biopharmaceutical and technology divisions. The company explicitly states its belief in significant market opportunities for its current assets and its intention to deploy an aggressive, three-pronged growth strategy to maximize success and deleverage risk . Key strategic priorities include portfolio optimization, strategic partnerships, and business development, with an emphasis on novel, preclinical, and clinical assets, especially in oncology . Management acknowledges the company's history of losses and the expectation of continued losses in the future, with a clear statement that profitability has not yet been achieved and there is uncertainty regarding the ability to generate sufficient revenue to cover operating expenses without additional capital . Despite these challenges, management believes that the ability to raise capital through equity transactions will increase liquidity and enable the execution of its operating strategy in 2026 . The company also highlights its recent revenue generation of $1,363,045 from its NexGenAI platform in 2025 as a meaningful transition from prior periods .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — About the Company's Subsidiaries
  2. [2] Item 7, MD&A — Overview and Outlook
  3. [3] Item 7, MD&A — Revenues
  4. [4] Item 1, Business — About the Company's Subsidiaries
  5. [5] Item 1, Business — CD38 Therapeutic and Diagnostic; Vy-Gen Bio, Inc.
  6. [6] Item 1, Business — Market Opportunity
  7. [7] Item 1, Business — CD38-Diagnostic
  8. [8] Item 1, Business — The SNAP-CAR Platform
  9. [9] Item 1, Business — Market Opportunity
  10. [10] Item 1, Business — CPT60621; Vici Health Sciences, LLC
  11. [11] Item 1, Business — NexGenAI Affiliates Network
  12. [12] Item 7, MD&A — Revenues
  13. [13] Item 7, MD&A — Revenues
  14. [14] Item 7, MD&A — Comparison of the years ended December 31, 2025 and December 31, 2024
  15. [15] Item 7, MD&A — Comparison of the years ended December 31, 2025 and December 31, 2024
  16. [16] Item 7, MD&A — General Risks
  17. [17] Item 7, MD&A — General Risks
  18. [18] Item 7, MD&A — General Risks
  19. [19] Item 7, MD&A — General Risks
  20. [20] Item 7, MD&A — Operating Expenses
  21. [21] Item 7, MD&A — Operating Expenses
  22. [22] Item 7, MD&A — Operating Expenses
  23. [23] Item 7, MD&A — Comparison of the years ended December 31, 2025 and December 31, 2024
  24. [24] Item 7, MD&A — Comparison of the years ended December 31, 2025 and December 31, 2024
  25. [25] Item 7, MD&A — Operating Expenses
  26. [26] Item 7, MD&A — General and Administrative Expenses
  27. [27] Item 7, MD&A — General and Administrative Expenses
  28. [28] Item 7, MD&A — General and Administrative Expenses
  29. [29] Item 7, MD&A — Interest Expense
  30. [30] Item 7, MD&A — Interest Expense
  31. [31] Item 7, MD&A — Interest Expense
  32. [32] Item 7, MD&A — Change in Fair Value of Derivative Liabilities
  33. [33] Item 7, MD&A — Change in Fair Value of Derivative Liabilities
  34. [34] Item 7, MD&A — Change in Fair Value of Derivative Liabilities
  35. [35] Item 7, MD&A — Unrealized gain on marketable securities
  36. [36] Item 7, MD&A — Unrealized gain on marketable securities
  37. [37] Item 7, MD&A — Financial Resources and Liquidity
  38. [38] Item 7, MD&A — Financial Resources and Liquidity
  39. [39] Item 7, MD&A — Financial Resources and Liquidity
  40. [40] Item 10, Commitments and Contingencies — GEAR™ Cell Therapy Platform
  41. [41] Item 10, Commitments and Contingencies — GEAR™ Cell Therapy Platform
  42. [42] Item 1, Business — License of Stem Cell Expansion Platform & Acquisition of Phase 1 Studies
  43. [43] Item 10, Commitments and Contingencies — CAR T License
  44. [44] Item 10, Commitments and Contingencies — CAR T License
  45. [45] Item 10, Commitments and Contingencies — CAR T License
  46. [46] Item 10, Commitments and Contingencies — CAR T License
  47. [47] Item 7, Capital Structure — Common Stock
  48. [48] Item 7, Capital Structure — Common Stock
  49. [49] Item 7, Capital Structure — Common Stock
  50. [50] Item 7, Capital Structure — Common Stock
  51. [51] Item 7, Capital Structure — Common Stock
  52. [52] Item 7, Capital Structure — Common Stock
  53. [53] Item 7, Capital Structure — Common Stock
  54. [54] Item 1A, Risk Factors — We have incurred significant losses in prior periods, and losses in the future could cause the quoted price of our Common Stock to decline or have a material adverse effect on our financial condition, our ability to pay its debts as they become due, and on its cash flows.
  55. [55] Item 7, MD&A — Revenues
  56. [56] Item 7, MD&A — Financial Resources and Liquidity
  57. [57] Item 1, Business — Our Growth Strategy
  58. [58] Item 1, Business — Portfolio Optimization
  59. [59] Item 1, Business — Strategic Partnerships
  60. [60] Item 1, Business — Business Development
  61. [61] Item 7, MD&A — Operating Expenses
  62. [62] Item 7, MD&A — Research and Development Costs
  63. [63] Item 1, Business — Sales and Marketing
  64. [64] Item 1A, Risk Factors — We need to obtain financing in order to continue our operations and pursue strategic transactions.
  65. [65] Item 1A, Risk Factors — We need to obtain financing in order to continue our operations and pursue strategic transactions.
  66. [66] Item 1A, Risk Factors — We need to obtain financing in order to continue our operations and pursue strategic transactions.
  67. [67] Item 7, Capital Structure — Standby Equity Purchase Agreement
  68. [68] Item 7, Capital Structure — Standby Equity Purchase Agreement
  69. [69] Item 7, Capital Structure — Standby Equity Purchase Agreement
  70. [70] Item 7, Capital Structure — Standby Equity Purchase Agreement
  71. [71] Item 4, Convertible Notes — Yorkville Convertible Notes
  72. [72] Item 4, Convertible Notes — Yorkville Convertible Notes
  73. [73] Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Dividend Policy
  74. [74] Item 1A, Risk Factors — We have incurred significant losses in prior periods, and losses in the future could cause the quoted price of our Common Stock to decline or have a material adverse effect on our financial condition, our ability to pay its debts as they become due, and on its cash flows.
  75. [75] Item 1A, Risk Factors — The drug development and approval process is uncertain, time-consuming and expensive.
  76. [76] Item 1A, Risk Factors — Competition in the biotechnology and pharmaceutical industries may result in competing products, superior marketing of other products and lower revenues or profits for us.
  77. [77] Item 1A, Risk Factors — We need to obtain financing in order to continue our operations and pursue strategic transactions.
  78. [78] Item 1A, Risk Factors — There is a substantial doubt about our ability to continue as a going concern.
  79. [79] Item 1A, Risk Factors — We have incurred significant losses in prior periods, and losses in the future could cause the quoted price of our Common Stock to decline or have a material adverse effect on our financial condition, our ability to pay its debts as they become due, and on its cash flows.
  80. [80] Item 1A, Risk Factors — We have incurred significant losses in prior periods, and losses in the future could cause the quoted price of our Common Stock to decline or have a material adverse effect on our financial condition, our ability to pay its debts as they become due, and on its cash flows.
  81. [81] Item 1A, Risk Factors — We have incurred significant losses in prior periods, and losses in the future could cause the quoted price of our Common Stock to decline or have a material adverse effect on our financial condition, our ability to pay its debts as they become due, and on its cash flows.
  82. [82] Item 1A, Risk Factors — The drug development and approval process is uncertain, time-consuming and expensive.
  83. [83] Item 1A, Risk Factors — Our competitors and potential competitors may develop products and technologies that make ours less attractive or obsolete.
  84. [84] Item 1A, Risk Factors — We will be required to sustain and further build our intellectual property rights.
  85. [85] Item 1A, Risk Factors — Nasdaq may delist the Company’s securities from trading on its exchange, which could limit investors’ ability to make transactions in the Company’s securities and subject the Company to additional trading restrictions.
  86. [86] Item 1A, Risk Factors — Nasdaq may delist the Company’s securities from trading on its exchange, which could limit investors’ ability to make transactions in the Company’s securities and subject the Company to additional trading restrictions.
  87. [87] Item 1A, Risk Factors — Nasdaq may delist the Company’s securities from trading on its exchange, which could limit investors’ ability to make transactions in the Company’s securities and subject the Company to additional trading restrictions.
  88. [88] Item 1A, Risk Factors — Nasdaq may delist the Company’s securities from trading on its exchange, which could limit investors’ ability to make transactions in the Company’s securities and subject the Company to additional trading restrictions.
  89. [89] Item 1, Business — Our Growth Strategy
  90. [90] Item 1, Business — Our Growth Strategy
  91. [91] Item 7, MD&A — Revenue
  92. [92] Item 7, MD&A — Financial Resources and Liquidity
  93. [93] Item 7, MD&A — Revenues
  94. [94] Item 7, MD&A — Revenues

Analysis on 5/22/2026