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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

_____________________

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of Earliest Event Reported): December 18, 2024

_____________________

 

COEPTIS THERAPEUTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-39669 98-1465952

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

     

105 Bradford Rd, Suite 420

Wexford, Pennsylvania

   15090
(Address of principal executive offices)   (Zip Code)

 

724-934-6467

(Registrant’s telephone number, including area code)

 

____________________________________________________________

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share

  

COEP

 		  

Nasdaq Capital Market

Warrants, each whole warrant exercisable for one-half of one share of Common Stock for $11.50 per whole share

  

COEPW

  

Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

Emerging growth company     ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.      ☐

 

 

   
 

 

Item 5.07Submission of Matters to a Vote of Security Holders

 

On December 18, 2024, Coeptis Therapeutics Holdings, Inc. (the “Company”) held an Annual Meeting of Stockholders (the “Annual Meeting”).

 

At the Annual Meeting, the Company’s stockholders voted on the proposals set forth below, which are each described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on November 14, 2024 (the “Proxy Statement”). Of the 41,118,593 shares of the Company’s common stock outstanding as of the record date, 26,749,580 shares, or approximately 65.05%, were present virtually or represented by proxy at the Annual Meeting, and the 5,825 shares of Series A Preferred Stock outstanding and entitled to vote on an as-converted basis as of the record date, 4,100 shares, or approximately 70.39%, were present virtually or represented by proxy at the Annual Meeting. On a combined basis, approximately 65.89% of the eligible voting shares were present virtually or represented by proxy at the Annual Meeting.

 

The final voting results for the matters submitted to a Company stockholder vote at the Annual Meeting are as follows:

 

1)At the Meeting, the vote to elect seven (7) directors, was as follows:

 

   FOR  WITHHELD  BROKER NON-VOTE
David Mehalick  21,056,378  1,192,394  9,864,172
Daniel Yerace  21,055,405  1,193,367  9,864,172
Christopher Calise  21,178,292  1,070,480  9,864,172
Tara Maria DeSilva  21,058,324  1,190,448  9,864,172
Philippe Deschamps  21,056,999  1,191,773  9,864,172
Christopher Cochran  21,087,558  1,161,214  9,864,172
Gene Salkind  21,054,824  1,193,948  9,864,172

 

2)At the Meeting, the vote to ratify the appointment of Astra Audit & Advisory, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, was as follows:

 

FOR   AGAINST   ABSTAIN
30,991,949   1,085,521   35,474

 

3)At the Meeting, the vote to approve an amendment to the company’s certificate of incorporation and authorization of the Board to effect a reverse stock split, was as follows:

 

FOR   AGAINST   ABSTAIN
29,404,035   2,447,015   261,894

 

 

4)At the Meeting, the vote to approve the issuance of up to $20.0 million of securities in connection with a Standby Equity Purchase Agreement:

 

FOR   AGAINST   ABSTAIN  

BROKER

NON-VOTE

20,764,633   1,227,540   256,599   9,864,172

 

5)At the Meeting, the vote to conduct a non-binding advisory vote to approve the compensation of the Company’s named executive officers, was as follows:

 

FOR   AGAINST   ABSTAIN  

BROKER

NON-VOTE

20,758,718   1,235,121   254,933   9,864,172

 

As there were sufficient votes to approve the above proposals, the “Adjournment Proposal” described in the Proxy Statement was not presented to stockholders.

 

 

 

 2 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Coeptis Therapeutics Holdings, Inc.
     
Date: December 20, 2024 By: /s/ David Mehalick
   

David Mehalick

Chief Executive Officer

 

 

 

  

 

 

 

 

 

 

 

 

 

 3 

v3.24.4
Cover
Dec. 18, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Dec. 18, 2024
Entity File Number 001-39669
Entity Registrant Name COEPTIS THERAPEUTICS HOLDINGS, INC.
Entity Central Index Key 0001759186
Entity Tax Identification Number 98-1465952
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 105 Bradford Rd
Entity Address, Address Line Two Suite 420
Entity Address, City or Town Wexford
Entity Address, State or Province PA
Entity Address, Postal Zip Code 15090
City Area Code 724
Local Phone Number 934-6467
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Common Stock [Member]  
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol COEP
Security Exchange Name NASDAQ
Warrant [Member]  
Title of 12(b) Security Warrants, each whole warrant exercisable for one-half of one share of Common Stock for $11.50 per whole share
Trading Symbol COEPW
Security Exchange Name NASDAQ
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