WEXFORD,
Pa., Oct. 24, 2023 /PRNewswire/ -- Coeptis
Therapeutics Holdings, Inc. (NASDAQ: COEP) ("Coeptis" or "the
Company"), a biopharmaceutical company developing innovative cell
therapy platforms for cancer, today announced that it has entered
into a definitive agreement with a single healthcare focused
investor for the issuance and sale of an aggregate of 2,000,000
shares of its common stock (or pre-funded warrants in lieu thereof)
and accompanying class A warrants and class B warrants. The
gross proceeds to the Company from the private placement are
expected to be $2,000,000, before
deducting the placement agent's fees and other offering expenses
payable by the Company. The private placement is expected to close
on or about October 26, 2023, subject
to the satisfaction of customary closing conditions.
Ladenburg Thalmann & Co. Inc. is acting as exclusive
placement agent in connection with the offering.
The warrants will have an exercise price $1.36 per
share and exercise period commencing immediately upon the earlier
of shareholder approval or six months from the issuance date, and a
term of eighteen months (with respect to the class A warrants) and
five and one-half years (with respect to the class B warrants).
The Company currently intends to use the net proceeds from the
private placement for working capital and general corporate
purposes.
The securities were offered in a private placement under Section
4(a)(2) of the Securities Act of 1933, as amended (the "Act"),
and/or Rule 506(b) of Regulation D promulgated thereunder and have
not been registered under the Act, or applicable state securities
laws. Accordingly, the securities may not be offered or sold in
the United States except pursuant
to an effective registration statement or an applicable exemption
from the registration requirements of the Act and such applicable
state securities laws.
Under an agreement with the investor, the Company is required to
file an initial registration statement with the SEC covering the
resale of the shares of common stock and the warrant shares
issuable upon exercise of the warrants to be issued to the investor
in the private placement no later than 20 days after today and to
use best efforts to have the registration statement declared
effective as promptly as practical thereafter, and in any event no
later than 90 days after the filing of the initial registration
statement in the event of a review by the SEC.
In connection with the Offering, the Company has also agreed to
reduce the exercise price of warrants held by the healthcare
focused investor to $1.36 and the
exercise period commencing immediately upon the earlier of
shareholder approval or six months from the closing date of the
Offering.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities, nor shall there be
any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such state.
About Coeptis Therapeutics Holdings, Inc.
Coeptis Therapeutics Holdings, Inc., together with its
subsidiaries including Coeptis Therapeutics,
Inc. and Coeptis Pharmaceuticals,
Inc., (collectively "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 assets licensed from Deverra Therapeutics,
including an allogeneic cellular immunotherapy platform and DVX201,
a clinical-stage, unmodified natural killer cell therapy
technology. Additionally, Coeptis is developing a universal,
multi-antigen CAR T technology licensed from the University of Pittsburgh (SNAP-CAR), and the
GEAR™ cell therapy and companion diagnostic
platforms, which Coeptis 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. The Company is headquartered in Wexford, PA.
For more information on Coeptis
visit https://coeptistx.com/.
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 a guarantee of future performance and involve significant risks
and uncertainties that may cause the actual results to differ
materially and perhaps substantially from our expectations
discussed in the forward-looking statements. Factors that may cause
such differences include but are not limited to: (1) the inability
to maintain the listing of the Company's securities on the Nasdaq
Capital Market; (2) the risk that the integration of the Deverra
licensed assets will disrupt current plans and operations of the
Company; (3) the inability to recognize the anticipated benefits of
the newly-licensed assets, which may be affected by, among other
things, competition, the ability of the Company to grow and manage
growth economically and hire and retain key employees; (4) the
risks that the Company's products in development or the
newly-licensed assets fail clinical trials or are not approved by
the U.S. Food and Drug Administration or other applicable
regulatory authorities; (5) costs related to integrating the
newly-licensed Deverra assets and pursuing the contemplated asset
development paths; (6) changes in applicable laws or regulations;
(7) the possibility that the Company may be adversely affected by
other economic, business, and/or competitive factors; and (8) the
impact of the global COVID-19 pandemic on any of the foregoing
risks and other risks and uncertainties identified in the Company's
filings with the Securities and Exchange Commission (the "SEC").
The foregoing list of factors is not exclusive. 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 the Company with
the SEC. 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 the
Company's filings made or to be made with the SEC, 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, Inc.
Andy Galy, Sr. VP of
Communications
andy.galy@coeptistx.com
Tiberend Strategic Advisors, Inc.
Investors
Daniel
Kontoh-Boateng
dboateng@tiberend.com
Media
David
Schemelia
dschemelia@tiberend.com
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SOURCE Coeptis Therapeutics