Coeptis Therapeutics Holdings, Inc.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
ZSQR$3.36+0.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-14.
0001683168-25-003565
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001683168-25-006173
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 53 previous paragraphs and 61 current paragraphs.
46 unchanged; 7 reworded; 4 added; 0 removed; 0 previous and 4 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
In March 2025, the Company reached an agreement with Vy-Gen-Bio, Inc. (“Vy-Gen”) to successfully license the exclusive worldwide development and commercialization rights to the GEAR™ (Gene Edited Antibody Resistant) Cell Therapy Platform, representing a first-in-class approach to modifying potent cancer-targeting immune cells to optimize the likelihood of deep remission in patients with hematologic malignancies and other cancers. Coeptis had previously held limited co-development rights to GEAR.
Current report
Comparison of the six months ended June 30, 2025 and June 30, 2024
Current report
***Revenues.***Revenues recorded in the six months ended June 30, 2025 and 2024 were $263,555 and $0 respectively. The Company’s revenue generating activities are a result of the lead generation and webinar services of its NexGenAI Affiliates Network platform within its Technology segment. The activities of the Company’s Biotechnology segment primarily include product development, raising capital, and building infrastructure. Management will continue to pursue drug development toward the goal of commercializing, through a partnership or otherwise, one or more of the Company’s target products or technologies.
Current report
Operating Expenses
Reworded paragraphs (7)
Previous wording
Our MD&A is provided as a supplement to, and should be read together with, our unaudited financial statements for the three months ended March 31, 2025 and 2024, included in Part I, Item 1 of this Form 10-Q.
Current wording
Our MD&A is provided as a supplement to, and should be read together with, our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025 and 2024, included in Part I, Item 1 of this Form 10-Q.
Previous wording
In connection with the Vy-Gen relationship and the Company’s ownership in the two product candidates described above, in December 2021 the Company and Vy-Gen entered into a co-development and steering committee agreement. The co-development and steering committee agreement provides for the governance and economic agreements between the Company and Vy-Gen related of the development of the two Vy-Gen drug product candidates and the revenue sharing related thereto, including each company having a 50% representation on the steering committee and each company receiving 50% of the net revenues related to the Vy-Gen product candidates. Details of the co-development and steering committee agreement are summarized in our Current Report on Form 8-K dated December 27, 2021, including Exhibits 4.1 and 4.2 thereto.
Current wording
In connection with the Vy-Gen relationship and the Company’s ownership in the two product candidates described above, in December 2021 the Company and Vy-Gen entered into a co-development and steering committee agreement. The co-development and steering committee agreement provides for the governance and economic agreements between the Company and Vy-Gen related of the development of the two Vy-Gen drug product candidates and the revenue sharing related thereto, including each company having a 50% representation on the steering committee and each company receiving 50% of the net revenues related to the Vy-Gen product candidates. Related to the joint development, under the direction of the joint steering committee, we are currently assessing market opportunities, intellectual property protection and potential regulatory strategies for the CD38 Assets, and Vy-Gen is overseeing the development activities being conducted through the scientists at Karolinska Institute. Details of the co-development and steering committee agreement are summarized in our Current Report on Form 8-K dated December 27, 2021, including Exhibits 4.1 and 4.2 thereto.
Previous wording
***Revenues.***Revenues recorded in the three months ended March 31, 2025 and 2024 respectively, continue to be minimal. The Company’s activities primarily include product development, raising capital, and building infrastructure. Management does not expect the Company to generate any significant revenue for at least the next two years, during which time drug development will continue toward the goal of commercializing, through a partnership or otherwise, one or more of the Company’s target products or technologies.
Current wording
***Revenues.***Revenues recorded in the three months ended June 30, 2025 and 2024 remained minimal, as the NexGenAI platform purchased in the fourth quarter of 2024 started generating revenue in the first quarter of 2025. The Company’s activities primarily include product development, raising capital, and building infrastructure. Management does not expect the Company to generate any significant revenue for at least the next two years, during which time drug development will continue toward the goal of commercializing, through a partnership or otherwise, one or more of the Company’s target products or technologies.
Previous wording
***Change in Fair Value of Derivative Liabilities.***The change in fair value for the three months ended March 31, 2024 was $34,875 and was $596,120 for the three months ended March 31, 2025. The decrease in value of the derivative liability warrants, and resulting gain, is a result of a drop in the implied volatility of the warrants and the shortened expiration time, as well as a decrease in the principal amount of the related convertible note in combination with an increase in the common share price during the period, leading to a reduced number of shares available to be converted.
Current wording
***Change in Fair Value of Derivative Liabilities.***The change in fair value for the three months ended June 30, 2024 was $(149,250) and was $202,310 for the three months ended June 30, 2025. The change in value of the derivative liability warrants, and resulting gain, is a result of a drop in the implied volatility of the warrants and the shortened expiration time, as well as a decrease in the principal amount of the related convertible note in combination with an increase in the common share price during the period, leading to a reduced number of shares available to be converted.
Previous wording
***Overview.***Operating expenses increased from $2,922,383 in the three months ended March 31, 2024 to $4,074,702 in the three months ended March 31, 2025. The increase in professional services expense is primarily related to equity transactions. Stock based compensation expense increased year-over year as a result of the 2025 stock option grants. The year-over-year decrease in Research and development expense is primarily a result of the SSA termination with Deverra Therapeutics in December, 2024.
Current wording
***Overview.***Operating expenses increased from $5,750,485 in the six months ended June 30, 2024 to $8,751,440 in the six months ended June 30, 2025. The increase in professional services expense is primarily related to consulting and legal fees in connection with the Merger Agreement. Stock based compensation expense increased year-over year as a result of the 2025 stock option grants. The year-over-year decrease in Research and development expense is primarily a result of the SSA termination with Deverra Therapeutics in December, 2024.
Previous wording
***Interest Expense.***Interest expense was $200,505 for the three months ended March 31, 2024 and was $71,491 for the three months ended March 31, 2025. The decrease was primarily a result of the satisfaction of the Purple Biotech convertible note. Interest expense related to notes payable, which are discussed in detail in the notes to the condensed consolidated financial statements, incorporated by reference herein.
Current wording
***Interest Expense.***Interest expense was $266,561 for the six months ended June 30, 2024 and was $139,279 for the six months ended June 30, 2025. The decrease was primarily a result of the satisfaction of the Purple Biotech convertible note. Interest expense related to notes payable, which are discussed in detail in the notes to the condensed consolidated financial statements, incorporated by reference herein.
Previous wording
***Financial Resources and Liquidity.***The Company had limited financial resources during the three months ended March 31, 2024 with cash of $1,029,244. For the period ended March 31, 2025, cash and cash equivalents increased to $4,268,368. During both these time periods, the Company continues to operate a minimal infrastructure in order to maintain its ability to fund operations, keep full focus on all product development targets and to stay current with all of the Company’s scientist consultants, legal counsel, and accountants. During 2025, the Company believes that the ability to raise capital through equity transactions will increase liquidity and enable the execution of management’s operating strategy.
Current wording
***Financial Resources and Liquidity.***The Company had limited financial resources during the six months ended June 30, 2024 with cash of $1,555,075. For the period ended June 30, 2025, cash and cash equivalents increased to $1,996,726. During both these time periods, the Company continues to operate a minimal infrastructure in order to maintain its ability to fund operations, keep full focus on all product development targets and to stay current with all of the Company’s scientist consultants, legal counsel, and accountants. During 2025, the Company believes that the ability to raise capital through equity transactions will increase liquidity and enable the execution of management’s operating strategy.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
***Overview.***Operating expenses increased from $2,828,102 in the three months ended June 30, 2024 to $4,676,738 in the three months ended June 30, 2025. The increase in professional services expense is primarily related to consulting and legal fees in connection with the Merger Agreement. For the three months ended June 30, 2025, stock based compensation expense was lower compared to the same period in 2024, primarily due to a one-time stock option grant to the Company’s CEO in the second quarter of 2024. The year-over-year decrease in research and development expense is primarily a result of the SSA termination with Deverra Therapeutics in December, 2024.
Current report — wording carried from elsewhere
***Interest Expense.***Interest expense was $66,056 for the three months ended June 30, 2024 and was $67,788 for the three months ended June 30, 2025.
Current report — wording carried from elsewhere
***General and Administrative Expenses.***For the six months ended June 30, 2025 and 2024, general and administrative expenses are included in operating expenses. All costs incurred can be attributed to the planned principal operations of product development, raising capital, and building infrastructure.
Current report — wording carried from elsewhere
***Change in Fair Value of Derivative Liabilities.***The change in fair value for the six months ended June 30, 2024 was $(114,375) and was $798,430 for the six months ended June 30, 2025. The change in value of the derivative liability warrants, and resulting gain, is a result of a drop in the implied volatility of the warrants and the shortened expiration time, as well as a decrease in the principal amount of the related convertible note in combination with an increase in the common share price during the period, leading to a reduced number of shares available to be converted.