Coeptis Therapeutics Holdings, Inc.
For the period ended Sep 30, 2025. Filed Nov 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.
Sep 30, 2025 · Filed Nov 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 2025-06-30; filed 2025-08-14.
0001683168-25-006173
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001683168-25-008341
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 61 previous paragraphs and 63 current paragraphs.
46 unchanged; 13 reworded; 4 added; 1 removed; 1 previous and 0 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
***Unrealized loss on marketable securities.***The Company recognized an unrealized loss on its portfolio of marketable securities of $568,868 for the three months ended September 30, 2025. The unrealized loss was attributable to a decline in the market value of the securities during the period. The unrealized loss is non-cash in nature and reflects a temporary change in fair value as of the balance sheet date. Management does not expect the unrealized loss to have a material impact on the Company’s liquidity or ongoing operations.
Current report
Comparison of the nine months ended September 30, 2025 and September 30, 2024
Current report
***General and Administrative Expenses.***General and administrative expenses were $584,667 for the nine months ended September 30, 2024 and $998,707 for the nine months ended September 30, 2025. The increase was primarily due to fees incurred in connection with the resolution of an arbitration matter that has been concluded.
Current report
***Unrealized loss on marketable securities.***The Company recognized an unrealized loss on its portfolio of marketable securities of $178,302 for the nine months ended September 30, 2025. The unrealized loss was attributable to a decline in the market value of the securities during the period. The unrealized loss is non-cash in nature and reflects a temporary change in fair value as of the balance sheet date. Management does not expect the unrealized loss to have a material impact on the Company’s liquidity or ongoing operations.
Removed paragraphs (1)
Previous report
Comparison of the six months ended June 30, 2025 and June 30, 2024
Reworded paragraphs (13)
Previous 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.
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 nine months ended September 30, 2025 and 2024, included in Part I, Item 1 of this Form 10-Q.
Previous wording
In May 2021, we made initial payments totaling $750,000 under the CD38 Agreements, to acquire the exclusive options to acquire co-development rights with respect to CD38-GEAR-NK and CD38-Diagnostic. On August 15, 2021, we entered into amendments to each of the CD38 Agreements. In connection with the two amendments, we delivered to Vy-Gen promissory notes aggregating $3,250,000 with maturity dates of December 31, 2021, and made a cash payment of $1,000,000, upon which cash payment we exercised the two definitive option purchase agreements. In December 2021, we completed our payment obligations to secure the 50% ownership interest in the CD38-Diagnostic, and subsequently in November 2022 we completed our purchase of the 50% ownership interest for the CD38-GEAR-NK product candidate. Details of the two August amendments and the December amendment are summarized in the amendments attached at Exhibits 4.1 and 4.2 to our Current Report on Form 8-K dated August 19, 2021 and Exhibits 4.2 to the our Current Report on Form 8-K dated December 27, 2021.
Current wording
In May 2021, we made initial payments totaling $750,000 under the CD38 Agreements, to acquire the exclusive options to acquire co-development rights with respect to CD38-GEAR-NK and CD38-Diagnostic. On August 15, 2021, we entered into amendments to each of the CD38 Agreements. In connection with the two amendments, we delivered to Vy-Gen promissory notes aggregating $3,250,000 with maturity dates of December 31, 2021, and made a cash payment of $1,000,000, upon which cash payment we exercised the two definitive option purchase agreements. In December 2021, we completed our payment obligations to secure the 50% ownership interest in the CD38-Diagnostic, and subsequently in November 2022 we completed our purchase of the 50% ownership interest for the CD38-GEAR-NK product candidate. Details of the two August amendments and the December amendment are summarized in the amendments attached at Exhibits 4.1 and 4.2 to our Current Report on Form 8-K dated August 19, 2021 and Exhibits 4.2 to our Current Report on Form 8-K dated December 27, 2021.
Previous wording
On October 26, 2023, the Company entered into a Shared Services Agreement (“SSA”) with Deverra, in accordance with requirements set forth in the APA. Under the terms of the SSA, Coeptis and Deverra will share resources and collaborate to further the development of Coeptis’ GEAR and SNAP-CAR platforms, as well as the purchased and licensed assets under the License Agreement and APA. The term of the SSA is six months from the effective date.
Current wording
On October 26, 2023, the Company entered into a Shared Services Agreement (“SSA”) with Deverra, in accordance with requirements set forth in the APA. Under the terms of the SSA, Coeptis and Deverra shared resources and collaborated to further the development of Coeptis’ GEAR and SNAP-CAR platforms, as well as the purchased and licensed assets under the License Agreement and APA. While the SSA was terminated in December 2024, the Company is continuing its development focus on both GEAR and SNAP-CAR, and will be considering prospective strategic partners for such development.
Previous wording
***Operating Expenses.***General and administrative expenses consist primarily of warrant expense related to strategic financing costs, salaries and related costs for personnel and professional fees for consulting services related to regulatory, pharmacovigilance, quality, legal, and business development. We expect that our general and administrative expenses will increase in the future as we increase our headcount to support the business growth. We also anticipate that we will incur increased accounting, audit, legal, regulatory, compliance, insurance, and investor relation expenses associated with operating as a public company.
Current wording
***Operating Expenses.***Operating expenses consist primarily of salaries and related costs for personnel and professional fees for consulting services related to regulatory, pharmacovigilance, quality, legal, and business development. We expect that our general and administrative expenses will increase in the future as we increase our headcount to support the business growth. We also anticipate that we will incur increased accounting, audit, legal, regulatory, compliance, insurance, and investor relation expenses associated with operating as a public company.
Previous wording
***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 wording
Revenues. Revenues recorded in the three months ended September 30, 2025 and 2024 were $237,441 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.
Previous wording
***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 wording
***Overview.***Operating expenses increased from $2,141,789 in the three months ended September 30, 2024 to $2,669,314 in the three months ended September 30, 2025. The increase is primarily attributed to the increase in professional services expense related to consulting and legal fees in connection with the Merger Agreement, and an increase in stock based compensation expense 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 $66,056 for the three months ended June 30, 2024 and was $67,788 for the three months ended June 30, 2025.
Current wording
***Interest Expense.***Interest expense was $50,926 for the three months ended September 30, 2024 and was $62,610 for the three months ended September 30, 2025.
Previous 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.
Current wording
***Change in Fair Value of Derivative Liabilities.***The change in fair value for the three months ended September 30, 2024 was $349,500 and was $57,750 for the three months ended September 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
***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.
Current wording
***Revenues.***Revenues recorded in the nine months ended September 30, 2025 and 2024 were $500,996 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.
Previous 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.
Current wording
***Overview.***Operating expenses increased from $7,892,274 in the nine months ended September 30, 2024 to $11,420,754 in the nine months ended September 30, 2025. The increase is primarily attributed to the increase in professional services expense 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 $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.
Current wording
***Interest Expense.***Interest expense was $317,487 for the nine months ended September 30, 2024 and was $201,889 for the nine months ended September 30, 2025. The decrease was primarily a result of the satisfaction of the Purple Biotech convertible note and the Yorkville convertible notes. 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
***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.
Current wording
***Change in Fair Value of Derivative Liabilities.***The change in fair value for the nine months ended September 30, 2024 was $235,125 and was $856,180 for the nine months ended September 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
***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.
Current wording
***Financial Resources and Liquidity.***The Company had limited financial resources during the nine months ended September 30, 2024 with cash of $1,137,452. For the period ended September 30, 2025, cash and cash equivalents increased to $4,908,487. The increase in cash resulted primarily from the 2025 private placement common stock offering and draws under the SEPA. 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 previous paragraphs (1)
Previous report — wording carried 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.