Coeptis Therapeutics Holdings, Inc.
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 19, 2026
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-K
Period ended 2024-12-31; filed 2025-03-28.
0001683168-25-001942
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-19.
0001683168-26-002026
Item 7. 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 49 previous paragraphs and 51 current paragraphs.
38 unchanged; 8 reworded; 5 added; 3 removed; 0 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 (5)
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
Revenue. In fiscal year 2025, we generated sales of $1,363,045 from lead generation and webinar services offered through our NexGenAI platform. This represents a meaningful transition from prior periods when we generated minimal revenue. However, we have not yet achieved profitability, and there remains uncertainty regarding our ability to generate sufficient revenue to cover operating expenses and fund our business plan without additional capital.
Current report
General and Administrative Expenses. General and administrative expenses increased from $945,641 during the year ended December 31, 2024 to $1,148,004 during the year ended December 31, 2025. The increase was primarily due to fees incurred in connection with the resolution of an arbitration matter that has been concluded.
Current report
Change in Fair Value of Derivative Liabilities. The change in fair value for the year ended December 31, 2024 was recorded as a loss of $341,660 and was recorded as a gain of $1,098,055 for the year ended December 31, 2025. The year over year change is a result of a gain on the change in fair value of the SEPA derivative liability in the amount of $906,430, and a gain on the change in fair value of the derivative liability warrants in the amount of $191,625.
Current report
Unrealized gain on marketable securities. The Company recognized an unrealized gain on its portfolio of marketable securities of $76,596 for the year ended December 31, 2025. The unrealized gain was attributable to an increase in the market value of the securities during the period. The unrealized gain is non-cash in nature and reflects a temporary change in fair value as of the consolidated balance sheet date. Management does not expect the unrealized gain to have a material impact on the Company’s liquidity or ongoing operations.
Removed paragraphs (3)
Previous report
Revenue. To date, we have generated minimal revenue mostly from consulting arrangements and product sales. Due to the COVID-19 global pandemic and the resulting market dynamics, it is uncertain if the current marketed products can generate sufficient sales to cover expenses.
Previous report
General and Administrative Expenses. For the years ended December 31, 2023 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.
Previous report
Other Income (Expense). Total other income was $224,588 for the year ended December 31, 2023 and other expense was $822,924 for the year ended December 31, 2024. The significant decrease in 2024 was primarily related to the loss on change in fair value of derivative liability, and the loss on extinguishment of debt related to the Yorkville SEPA.
Reworded paragraphs (8)
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 SSA expired on December 31, 2024.
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 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 SSA expired on December 31, 2024. The Company is continuing its development focus on both GEAR and SNAP-CAR, and is considering prospective strategic partners for such development.
Previous wording
In 2019, we entered into a co-development agreement with Vici Health Sciences, LLC (“Vici”). Through this partnership, we would co-develop, seek FDA approval and share ownership rights with Vici to CPT60621, a novel, ready to use, easy to swallow, oral liquid version of an already approved drug used for the treatment of Parkinson’s Disease (PD). As we continue to direct its operational focus towards the Vy-Gen opportunities previously described, we have recently stopped allocating priority resources to the development of CPT60621. We are currently in negotiations in which Vici intends to buy-out most or all of our remaining ownership rights.
Current wording
In 2019, we entered into a co-development agreement with Vici Health Sciences, LLC (“Vici”). Through this partnership, we would co-develop, seek FDA approval and share ownership rights with Vici to CPT60621, a novel, ready to use, easy to swallow, oral liquid version of an already approved drug used for the treatment of Parkinson’s Disease (PD). As we continue to direct its operational and financial focus towards the other assets and opportunities previously described, we have stopped allocating resources to the development of CPT60621. We are currently in negotiations in which Vici intends to buy-out most or all of the remaining ownership rights.
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
Research and Development Costs*.*Research and developments costs will continue to be dependent on the strategic business collaborations and agreements will are anticipating in the future. We expect development costs to increase to support our new strategic initiatives.
Current wording
Research and Development Costs*.*Research and developments costs will continue to be dependent on the strategic business collaborations and agreements we are anticipating in the future. We expect development costs to increase to support our new strategic initiatives.
Previous wording
Revenues. Revenues recorded in the years ended December 31, 2024 and 2023 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 year, 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. Sales of $1,363,045 resulted from lead generation and webinar services offered through our technology segment’s NexGenAI platform in the year ended December 31, 2025. The Company had no sales recorded during year ended December 31, 2024. The Company’s activities in its Biotechnology segment primarily include product development, raising capital, and building infrastructure. Management does not expect the Company to generate any significant revenue in the Biotechnology segment for at least the next year, 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
Overview. Operating expenses decreased from $21,491,125 in the year ended December 31, 2023 to $10,054,488 in the year ended December 31, 2024. The significant decrease in 2024 is primarily a result of less research and development expenses, given the 2023 Deverra Therapeutics transactions, legal fees, and consulting services, partially offset by higher stock based compensation expense.
Current wording
Overview. Operating expenses increased from $10,054,488 during the year ended December 31, 2024 to $14,225,918 during the year ended December 31, 2025. The significant increase in 2025 is primarily a result of increased professional services expenses, including consulting and legal fees in connection with the Merger Agreement, and higher stock based compensation expense resulting from 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, as well as lower total salary expense in fiscal year 2025 as compared to 2024.
Previous wording
Interest Expense. Interest expense was $107,685 for the year ended December 31, 2023 and was $329,927 for the year ended December 31, 2024. Interest was related to notes payable, which are discussed in detail in the Footnotes to the consolidated financial statements, incorporated by reference herein. Management expects that in 2025 and thereafter, interest expense will be at least consistent as it may take on debt from insiders or independent third parties to fund operations either while awaiting receipt of the proceeds of equity capital financings or as a stand-alone strategy in addition to raising capital through equity capital financings.
Current wording
Interest Expense. Interest expense was $246,116 for the year ended December 31, 2024 and was $96,744 for the year ended December 31, 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 consolidated financial statements, incorporated by reference herein.
Previous wording
***Financial Resources and Liquidity.***The Company had limited financial resources during the year ended December 31, 2023 with cash of $1,469,134. For the year ended December 31, 2024, cash decreased to $532,885. 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. David Mehalick, our President and Chief Executive Officer, Colleen Delaney, M.D., M.Sc., our Chief Scientific and Medical Officer, and Daniel Yerace, our Vice President of Operations, and all agreed to waive their rights to a 2023 guaranteed bonus payment under their respective employment agreements to further maintain our ability to fund operations. 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 year ended December 31, 2024 with cash of $532,885. For the year ended December 31, 2025, cash increased to $5,674,302. The increase in cash resulted primarily from the 2025 private placement common stock offering and draws under the SEPA. During both of 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. Moving into 2026, the Company believes that the ability to raise capital through equity transactions will increase liquidity and enable the execution of management’s operating strategy.