Coeptis Therapeutics Holdings, Inc. 10-K

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the Fiscal Year Ended December
31, 2024

 Or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from _____________
to _____________

 Commission File Number: 001-39669

 Coeptis Therapeutics Holdings, Inc.

 (Exact name of registrant as specified in its charter)

 Delaware

 98-1465952

 (State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification No.)

 105 Bradford Rd, Suite 420

 Wexford, Pennsylvania 15090

 (Address of Principal Executive Offices) (Zip Code)

 (Registrant's Telephone Number,
Including Area Code): ( 724) 934-6467

 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 $230.00 per whole share

 COEPW

 Nasdaq Capital Market

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes No

 Indicate by check
mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files.) Yes No

 Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting
company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging
growth company, indicate by a 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.

 Indicate by check
mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report.

 If securities
are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether
any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of
the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by a
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The aggregate market value
of the voting and non-voting common equity held by non-affiliates of the registrant, as of the last business day of the registrant's
most recently completed second fiscal quarter, based on the closing sale price of $5.78 reported on the Nasdaq Capital Market was: $ 8,455,735.40.

 The number of shares outstanding
of each of the registrant's classes of common stock as of the latest practicable date was: 3,364,939 shares of $0.0001 par value
common stock outstanding as of March 26, 2025.

 Coeptis Therapeutics Holdings, Inc.

 Annual Report on Form 10-K for the Year Ended

 Item

 Page

 1.

 Business

 1A.

 Risk Factors

 1B.

 Unresolved Staff Comments

 1C.

 Cybersecurity

 2.

 Properties

 3.

 Legal Proceedings

 4.

 Mine Safety Disclosures

 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 6.

 Selected Financial Data

 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 8.

 Financial Statements and Supplementary Data

 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 9A.

 Controls and Procedures

 9B.

 Other Information

 10.

 Directors, Executive Officers and Corporate Governance

 11.

 Executive Compensation

 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 13.

 Certain Relationships and Related Transactions, and Director Independence

 14.

 Principal Accountant Fees and Services

 15.

 Exhibits and Financial Statement Schedules

 16.

 Form 10-K Summary

 17.

 Exhibit Index

 18.

 Signatures

 i

 PRESENTATION OF FINANCIAL AND
OTHER INFORMATION

28, 2022, Coeptis Therapeutics Holdings, Inc. ("Coeptis", ''we'', ''us'' or
the "Company"), formerly Bull Horn Holdings Corp., acquired Coeptis Therapeutics, Inc. ("Coeptis Sub") in an all-stock
transaction. The acquisition of Coeptis Sub was accomplished through a reverse merger of our wholly owned subsidiary BH Merger Sub, Inc.
with and into Coeptis Sub, with Coeptis Sub determined to be the accounting acquirer of us (the "Merger"). As such, the historical
financial statements of the registrant for periods prior to October 28, 2022, are those of Coeptis Sub and, in connection with the acquisition,
Coeptis Sub's equity was exchanged for shares of our common stock. The acquisition of Coeptis Sub was treated as a "reverse
merger." Unless otherwise stated or the context otherwise requires, the historical business information described in this Annual
Report on Form 10-K prior to consummation of the acquisition of Coeptis Sub is that of Coeptis Sub and, following consummation of the
acquisition of Coeptis Sub, reflects business information of us and Coeptis Sub on a consolidated basis.

 This report includes our audited consolidated financial statements
as of and for the year ended December 31, 2024. This report also includes our audited consolidated financial statements as of and for
the year ended December 31, 2023.

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS

 This Annual
Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We
intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section
27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). All statements other than statements of historical facts contained in this Annual Report
on Form 10-K are "forward-looking statements" for purposes of federal and state securities laws, including statements regarding
our expectations and projections regarding future developments, operations and financial conditions, and the anticipated impact of our
acquisitions, business strategy, and strategic priorities. These statements involve known and unknown risks, uncertainties and other important
factors that may cause our actual results, performance or achievements to be materially different from any future results, performance
or achievements expressed or implied by the forward-looking statements.

 In some cases,
you can identify forward-looking statements by terms such as "may," "will," "should," "expect,"
"plan," "anticipate," "could," "intend," "target," "project,"
"contemplate," "believe," "estimate," "predict," "potential" or "continue"
or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. The forward-looking
statements in this Annual Report on Form 10-K are only predictions and are based largely on our current expectations and projections about
future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking
statements speak only as of the date of this Annual Report on Form 10-K and are subject to a number of known and unknown risks, uncertainties
and assumptions. Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results
could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results
of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.

 These forward-looking
statements present our estimates and assumptions only as of the date of this Annual Report on Form 10-K. Accordingly, you are cautioned
not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except as required
by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of
any new information, future events, changed circumstances or otherwise. Important factors that could cause actual results to differ materially
from those in the forward-looking statements include, but are not limited to, those summarized below:

 ii

 We may not be able to successfully implement our growth strategy on a timely basis or at all;

 We may have difficulties managing our anticipated growth, or we may not grow at all;

 We have a history of losses, we expect to incur losses in the future and we may not be able to achieve or maintain profitability;

 We may not be able to initiate and complete preclinical studies and clinical trials for our product candidates which could adversely affect our business;

 We may not be able to obtain and maintain the third-party relationships that are necessary to develop, commercialize and manufacture some or all of our product candidates;

 We may encounter difficulties in managing our growth, which could adversely affect our operations;

 We need to obtain financing in order to continue our operations;

 The drug development and approval process is uncertain, time-consuming and expensive;

 Competition in the biotechnology and pharmaceutical industries may result in competing products, superior marketing of other products and lower revenues or profits for us;

 Federal laws or regulations on drug importation could make lower cost versions of our future products available, which could adversely affect our revenues, if any;

 The regulatory approval process is costly and lengthy, and we may not be able to successfully obtain all required regulatory approvals;

 Healthcare reform measures could adversely affect our business;

 Protecting and defending against intellectual property claims may have a material adverse effect on our business;

 If we are not able to retain our current senior management team and our scientific advisors or continue to attract and retain qualified scientific, technical and business personnel, our business will suffer;

 We may not be able to maintain our listing on the Nasdaq Capital Market;

 There is a substantial doubt about our ability to continue as a going concern; and

 The other risks identified in this Annual Report on Form 10-K including, without limitation, those under Part I, Item 1A. " Risk Factors " and Part II, Item 7. " Management's Discussion and Analysis of Financial Condition and Results of Operations," as such factors may updated from time to time in our other filings with the SEC.

 Given these
uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our
estimates and assumptions only as of the date of this Annual Report on Form 10-K and, except as required by law, we undertake no obligation
to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after
the date of this Annual Report on Form 10-K. We qualify all of our forward-looking statements by these cautionary statements.

 NOTE REGARDING TRADEMARKS

 We own or
have rights to use the trademarks and trade names that we use in conjunction with the operation of our business. Each trademark or trade
name of any other company appearing in this Annual Report on Form 10-K is, to our knowledge, owned by such other company. Solely for convenience,
our trademarks and trade names referred to in this Annual Report on Form 10-K may appear without the or symbols, but those
references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or
the right of the applicable licensor to these trademarks and trade names.

 iii

 ITEM 1.

 BUSINESS

 As discussed
elsewhere in this Annual Report on Form 10-K, pursuant to the Merger, we acquired our primary operating subsidiary Coeptis Therapeutics,
Inc. Since prior to the Merger the Company was a shell company, the business description below is a description of the Company's
business based on our subsidiaries' operations.

 Company History

 General. We
were originally incorporated in the British Virgin Islands on November 27, 2018, under the name Bull Horn Holdings Corp. On October
27, 2022, Bull Horn Holdings Corp. domesticated from the British Virgin Islands to the State of Delaware. On October 28, 2022, in
connection with the closing of the Merger, we changed our corporate name from Bull Horn Holdings Corp. to "Coeptis
Therapeutics Holdings, Inc."

 The
Merger Transaction. On October 28, 2022, a wholly owned subsidiary of Bull Horn Holdings Corp., merged with and into Coeptis
Therapeutics, Inc., with Coeptis Therapeutics, Inc. as the surviving corporation of the Merger. As a result of the Merger, we acquired
the business of Coeptis Therapeutics, Inc., which we now continue to operate as our wholly owned subsidiary.

 About the Company's
Subsidiaries. We are now a holding company that currently operates through our direct and indirect subsidiaries SNAP Biosciences,
Inc. and GEAR Therapeutics, Inc., which are majority owned, and Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc. and Coeptis
Pharmaceuticals, LLC, which are wholly owned.

 Our current
business model is designed around furthering the development of our current product portfolio. Our biopharmaceutical division is continually
exploring partnership opportunities with companies that have novel therapies in various stages of development or companies with technologies
that improve the way that drugs are delivered to patients. We seek the best strategic relationships, which relationships could include
in-license agreements, out-license agreements, co-development arrangements and other strategic partnerships in new and exciting therapeutic
areas such as oncology, respiratory viral infections, and autoimmune diseases.

 Collaborations for Product
Development — Research and Development

 We believe
that there is significant market opportunity related to each of the assets we are currently pursuing. Set forth below is a brief summary
of our current target assets.

 Product Pipeline

 Program

 Target Indication

 Pre-Clinical

 Phase I

 Phase II

 Phase III

 CD38-GEAR-NK

 Protect
CD38+ NK Cells from destruction by anti-CD38 monoclonal antibodies

 CD38-Diagnostic

 Diagnostic tool to analyze if cancer patients might be appropriate candidates for anti-CD38 mAB therapy

 SNAP-CAR Platform

 SNAP-CAR
cells co-administered with one or more antibody adaptors

 Unmodified Natural Killer Cells

 Acute Myeloid Leukemia

 Unmodified Natural Killer Cells

 Acute Respiratory Diseases

 License
of Stem Cell Expansion Platform & Acquisition of Phase 1 Studies

 On
August 16, 2023, we entered into an exclusive licensing arrangement (the "License Agreement") with Deverra Therapeutics Inc.
("Deverra"), pursuant to which we completed the exclusive license of key patent families and related intellectual property
related to a proprietary allogeneic stem cell expansion and directed differentiation platform for the generation of multiple distinct
immune effector cell types, including natural killer (NK) and monocyte/macrophages. The License Agreement provides us with exclusive rights
to use the license patents and related intellectual property in connection with development and commercialization efforts in the defined
field of use (the "Field") of (a) use of unmodified NK cells as anti-viral therapeutic for viral infections, and/or as a therapeutic
approach for treatment of relapsed/refractory AML and high-risk MDS; (b) use of Deverra's cell therapy platform to generate NK cells
for the purpose of engineering with Coeptis SNAP-CARs and/or Coeptis GEAR Technology; and (c) use of Deverra's cell therapy platform
to generate myeloid cells for the purpose of engineering with the Company's current SNAP-CAR and GEAR technologies. In support of
the exclusive license, the Company also entered into with Deverra (i) an asset purchase agreement (the "APA") pursuant to
which we purchased certain assets from Deverra, including but not limited to two Investigational New Drug (IND) applications and two Phase
1 clinical trial stage programs (NCT04901416, NCT04900454) investigating infusion of DVX201, an unmodified natural killer (NK) cell therapy
generated from pooled donor CD34+ cells, in hematologic malignancies and viral infections and (ii) a non-exclusive sublicense agreement
(the "Sublicense Agreement"), in support of the assets obtained by the exclusive license, pursuant to which the Company sublicensed
from Deverra certain assets which Deverra has rights to pursuant a license agreement ("FHCRC Agreement") by and between Deverra
and The Fred Hutchinson Cancer Research Center ("FHCRC").

 As consideration
for the Deverra transaction described above, we paid Deverra approximately $570,000 in cash, issued to Deverra 4,000,000 shares of the
Company's common stock and assumed certain liabilities related to the ongoing clinical trials. In addition, in accordance with the
terms of the Sublicense Agreement, the Company agreed to pay FHCRC certain specified contingent running royalty payments and milestone
payments under the FHCRC Agreement, in each case to the extent such payments are triggered by the Company's development activities.

 Until December 2024 we operated
under a Shared Services Agreement ("SSA") with Deverra, which provided Coeptis and Deverra to share resources and collaborate
on the development of Coeptis' GEAR and SNAP-CAR platforms. The Company is continuing its development focus on both GEAR and SNAP-CAR,
and will be considering prospective strategic partners for such development.

 CD38
Therapeutic and Diagnostic; Vy-Gen Bio, Inc.

 In May 2021, we entered into
two exclusive option agreements (the "CD38 Agreements") relating to separate technologies (described below) designed to improve
the treatment of CD38-related cancers (e.g., multiple myeloma, chronic lymphocytic leukemia, and acute myeloid leukemia) with Vy-Gen-Bio,
Inc. ("Vy-Gen"), a majority-owned subsidiary of Vycellix, Inc., a Tampa, Florida-based private, immune-centric discovery life
science company focused on the development of transformational platform technologies to enhance and optimize next-generation cell and
gene-based therapies, including T-cell and Natural Killer (NK) cell-based cancer therapies. In August 2021, we exercised those two options
and acquired a 50% ownership interest in such technologies. In December 2021, we completed our purchase of the 50% ownership interest
in the CD38-Diagnostic, and subsequently in December 2022 we completed our purchase of the 50% ownership interest for the CD38-GEAR-NK
product candidate.

 The CD38 Agreements
relate to two separate Vy-Gen drug product candidates, as follows:

 –

 CD38-GEAR-NK. This Vy-Gen drug product candidate is designed to protect CD38+ NK cells from destruction by anti-CD38 monoclonal antibodies, or mAbs. CD38-GEAR-NK is an autologous, NK cell-based therapeutic that is derived from a patient's own cells and gene-edited to enable combination therapy with anti-CD38 mAbs. We believe CD38-GEAR-NK possesses the potential to minimize the risks and side effects from CD38-positive NK cell fratricide. While third party license or collaboration agreements are not required in order for Vy-Gen to develop the product to commercial use, potential strategic relationships will be considered on an ongoing basis as a potential strategy. No licenses or collaborations are currently being actively pursued.

 Market Opportunity. We
believe CD38-GEAR-NK could potentially revolutionize how CD38-related cancers are treated, by protecting CD38+ NK cells from destruction
by anti-CD38 mAbs, thereby promoting the opportunity to improve the treatment of CD38-related cancers, including multiple myeloma, chronic
lymphocytic leukemia, and acute myeloid leukemia.

 Multiple myeloma
is the first cancer indication targeted with CD38-GEAR-NK. Our intent is to seek regulatory approval in the 8 major markets
comprised of the United States, the UK, Germany, Spain, France, Italy, China, and Japan. The total multiple myeloma market
size in these 8 countries was $16.27 billion in 2019 and is expected to increase modestly through 2030, according to
DelveInsight.

 GEAR-NK Product Plan Overview.
GEAR-NK is an autologous, gene-edited, natural killer cell-based therapeutic development platform that allows for modified NK cells to
be co-administered with targeted mAbs, which, in the absence of the GEAR-NK, would otherwise be neutralized by mAb therapy. GEAR-NK is
a pre-clinical in vitro proof-of-concept product with in vivo evaluations planned for 2025. Vy-Gen is actively engaged in the research
and development of GEAR-NK, and through the joint steering committee, we are assessing market opportunities, intellectual property protection
and potential regulatory strategy. No human clinical trials have been conducted for GEAR-NK but are planned for 2027 or later.

 –

 CD38-Diagnostic. This
 Vy-Gen drug product candidate is an in vitro diagnostic tool to analyze if cancer patients might be appropriate candidates for
 anti-CD38 mAb therapy. CD38-Diagnostic is an in vitro screening tool that is intended to provide the ability to pre-determine which
 cancer patients are most likely to benefit from targeted anti-CD38 mAb therapies, either as monotherapy or in combination with
 CD38-GEAR-NK. Our management believes that CD38-Diagnostic also has the potential to develop as a platform technology beyond
 CD38, including to identify patients likely to benefit for broad range of mAb therapies across myriad indications. CD38-Diagnostic
 is a discovery-stage product that is advancing towards pre-clinical activities. Vy-Gen is actively engaged in the research and
 development of CD38-Diagnostic, and through the joint steering committee, and we are assessing market opportunities, intellectual
 property protection and potential regulatory strategy are all areas of focus. No human clinical trials have been conducted for
 CD38-Diagnostic as the clinical study requirements are not yet defined.

 Market Opportunity.
We believe CD38-Diagnostic provides opportunity to make more cost-effective medical decisions for the treatment of B cell malignancies
with high CD38 expression, including multiple myeloma, which may help to avoid unnecessary administration of anti-CD38 therapies. CD38-Diagnostic
is anticipated to reduce the number of patients that are subjected to ineffective therapy and to potentially result in significant savings
to healthcare systems.

 CD38-Diagnostic is
viewed as a potential in-vitro diagnostic for determining patient suitability and likelihood of positive treatment outcomes for CD38-GEAR-NK
and/or CD38 monoclonal antibody therapies.

 On September
28, 2023, we received FDA's response to our 513(g) request for information submission pertaining to the classification of the CD38-Diagnostic.
The CD38-Diagnostic has been designated a Class II type device. The confirmation of this classification is beneficial as we're now
better able to plan for and execute future development activities.

 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 our rights to 50% of the net revenue stream related to the CD38-Diagnostic, and 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 Exhibit 4.2 to our Current Report on Form 8-K dated December 27, 2021.

 In connection
with the Vy-Gen relationship and the Company's rights in respect of the two product candidates described above, in December 2021
we entered into a co-development and steering committee agreement with Vy-Gen. 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 the agreement attached as Exhibit 4.1 to our Current
Report on Form 8-K dated December 27, 2021.

 SNAP-CAR
Technologies; University of Pittsburgh

 The
SNAP-CAR License: On August 31, 2022, we entered into an exclusive license agreement with the University of Pittsburgh for certain
intellectual property rights related to the universal self-labeling SynNotch and CARs for programable antigen-targeting technology platform.
We paid the University of Pittsburgh a non-refundable fee in the amount of $75,000 for the exclusive patent rights to the licensed technology.

 In September
2023, we executed the first amendment to the SNAP-CAR License in which we expanded the field of use to include natural killer cells. We
believe this is a valuable addition as we continue to develop the SNAP-CAR platform as a universal therapeutic.

 A key potential
benefit that we see in the licensed technology is its potential application in therapeutic treatments that involve solid tumors. While
there are currently a number of FDA-approved CAR-T therapies for hematologic malignancies, there are currently no CAR-T therapies marketed
that are indicated for the treatment of solid tumors.

 Under the
terms of the agreement, we have been assigned the worldwide development and commercialization rights to the licensed technology in the
field of human treatment of cancer with antibody or antibody fragments using SNAP-CAR T-cell technology, along with (i) an intellectual
property portfolio consisting of issued and pending patents and (ii) options regarding future add-on technologies and developments. In
consideration of these rights, we paid an initial license fee of $75,000, and will have annual maintenance fees ranging between $15,000
and $25,000, as well as developmental milestone payments (as defined in the agreement and royalties equal to 3.5% of net sales. Additionally,
the agreement contemplates that we will enter into a Sponsored Research Agreement with the University of Pittsburgh within ninety days
of the execution of the agreement, with the goal of further researching and optimizing the SNAP-CAR platform.

 The Sponsored Research
Agreement: In January 2023 we entered into a sponsored research agreement ("SRA") with the University of Pittsburgh, the
focus of which is to perform pre-clinical research as it relates to our SNAP-CAR program. Our target objectives have been to: (i) test
and validate CRO antibody conjugation chemistry and improve the activity of adaptors by investigating alternative chemical composition,
(ii) investigate HER2 and other solid-tumor model in mice for both breast and ovarian cancers, (iii) identify and test other non-HER2
targets, (iv) further investigate multi-antigen targeting by dosing multiple adaptors simultaneously to address tumor heterogeneity/resistance
in hematological and/or solid tumors and (v) expand the potential impact of SNAP-CAR by performing in vitro screening of many additional
antigen-antibody combinations in hematological and/or solid tumors. The term of the SRA expires by its terms at the end of January 2025.
The data generated during the term of the SRA will be instrumental in determining target indications, development plans, and clinical
study designs.

 The SNAP-CAR
Platform: Chimeric antigen receptor (CAR) therapy is a treatment for cancer in which a patient's T-cells (a type of immune cell)
are genetically engineered to recognize cancer cells to target and destroy them. Cells are extracted from the patient and then genetically
engineered to make the CAR and are re-introduced back into the patient. This therapy is revolutionizing the treatment of many blood cancers
including B cell leukemias and lymphomas by targeting specific proteins found on these cancers, and there is hope in treating additional
cancers including solid tumors by having them recognize new targets. The "SNAP-CAR" CAR cell therapy platform is being developed
to be a universal therapeutic. The SNAP-CAR technology is in the preclinical stage of development at the University of Pittsburgh. Instead
of directly binding to a target on the tumor cell, the CAR T-cells are co-administered with one or more antibody adaptors that bind to
the tumor cells and are fitted with a chemical group that irreversibly connects them to the SNAP-CAR on the therapeutic cells via a covalent
bond. A covalent bond is the highest affinity bond possible, and we believe this binding could translate into highly potent therapeutic
activity.

 Pre-clinical
studies in mice have demonstrated a potential benefit that by targeting solid tumors via antibody adaptor molecules, the SNAP-CAR therapy
may be able to provide a highly programmable therapeutic platform, one that we envision could deliver several potential advantages over
standard CAR-T treatments, including:

 –

 Reduction
 of Potential Toxicity: The therapeutic activity of the SNAP-CAR T-cells is being developed to allow controls by way of the antibody
 dose, which we envision would allow clinicians to mitigate toxicity from over-activity. We also envision that the immune response
 against cancer may also be boosted in patients administered with additional doses of the tagged tumor-specific antibody;
 and

 –

 Reduction
 in Cancer Relapse: Relapse from CAR T-cell therapy often results from the loss or down-regulation of the targeted protein on the
 cancer. Our research and development will continue the pre-clinical development efforts to date, which focuses in part on the
 potential avoidance of or reduction in relapses by combining SNAP-CAR T-cells with antibodies targeting multiple antigens at
 once.

 Market Opportunity:
Due to its unique targeting and binding properties, we believe the SNAP-CAR platform could help accelerate the utilization and effectiveness
of CAR T-cell therapies for the treatment of solid tumors. By way of market size, according to Polaris Market Research, the CAR T-cell
therapy market size is expected to reach $20.56 billion by 2029 (from $1.96 billion in 2021), representing a compound annual growth rate
(CAGR) of 31.6% during the forecast period from 2022 to 2029. However, based on the anticipated application of the licensed technology
(i.e. initially focusing on solid tumor treatment) we cannot at this time project the market size of our target market until we further
develop the licensed technology and settle on the initial target indications and follow-up indications. Additional research and analysis
are being conducted which will aid us in the proper identification and selection of the cancer indication(s) we intend to further study.
Once the optimal indication(s) are selected and the overall development strategy is fully identified, the market opportunity can be further
defined.

 CPT60621;
Vici Health Sciences, LLC

 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 Opportunity

 Vy-Gen-Bio,
Inc. We are currently exploring on a non-exclusive basis a previously announced strategic opportunity that we believe
would add to our current GEAR development platform and provide additional growth opportunities to our assets in the area of cellular
immunotherapy. The acquisition of these assets, if completed, would allow us to expand our collaboration with Vy-Gen-Bio,
beyond its current focus on the use of CD38-GEAR-NK, a natural killer (NK) cell therapy for the treatment of CD38+ cancers for the
treatment of multiple myeloma, and the development of CD38-Diagnostic, an in vitro diagnostic tool aimed toward identifying cancer
patients who may be appropriate candidates for anti-CD38 mAb therapy.

 Our Growth Strategy

 To achieve our goals, we intend
to deploy an aggressive, three-pronged, growth strategy listed below that we believe will help us maximize our success and deleverage
some of the risk of finding, solely developing and funding our own products.

 Portfolio
Optimization — We will continue to evaluate, prioritize, optimize, and make appropriate changes in our pipeline portfolio
as market development dynamics and/or product opportunities change. For example, it may be a strategic business decision for us to divest
certain products and/or agreements to other companies so we can best focus on its core assets.

 Strategic
Partnerships — We will focus on expanding our existing pipeline through establishing strategic partnerships with companies
that have interesting products and technologies. We intend to focus on novel, preclinical and clinical assets in a variety of therapeutic
areas, including oncology.

 Business
Development — We are actively seeking partnerships and/or strategic collaborations with companies that share in our
vision and therapeutic focus. Our platform technologies have expansive capabilities and thus we believe they are conducive to partnerships
beyond our current focus.

 Sales and Marketing

 We currently do not have in-house
commercial capabilities required to market and distribute FDA-approved products. Therefore, we will be required to partner with firms
who are capable of conducting all sales, marketing, distribution, contracting and pricing for our future products. There is no assurance
that we will be able to secure the services of such a firm or that any such firm will be able to achieve sales expectations.

 Employees

 Currently,
we have seven employees, of which five are full-time employees and two are part-time employees. Our employees are not represented by any
labor union or any collective bargaining arrangement with respect to their employment with the Company. We have never experienced any
work stoppages or strikes as a result of labor disputes. We believe that our employee relations are good.

 Certain of
our employees have been reporting to work remotely and may continue to do so moving forward.

 Recent Developments

 November 2024 Standy Equity Purchase Agreement

 As previously disclosed in
a Current Report on Form 8-K filed on November 6, 2024, the Company entered into a Standby Equity Purchase Agreement ("SEPA")
pursuant to which the Company has the right to sell Yorkville up to $20,000,000 of its shares of Company Common Stock, subject to certain
limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA (such transaction, the "Yorkville
Transaction"). In connection with the SEPA, Yorkville has agreed to advance to the Company in the form of a convertible promissory
note (the "Convertible Note") an aggregate principal amount of up to $1,304,758 (the "Pre-Paid Advance"), which
has been previously paid and replaces the $1,235,178 YA Note-1 outstanding balance. The Convertible Note bears an interest rate of 8%
per annum and is convertible in whole or in part at any time by Yorkville into shares of common stock of the Company at a conversion price
determined based on the lower of (i) $1.00 per common share (the "Fixed Price"), or (ii) 95% of the lowest daily volume weighted
average price during the five consecutive trading days immediately preceding the conversion date (the "Variable Price"), but
which Variable Price shall not be lower than the floor price of $0.80 (the "Floor Price"). The Convertible Note matures on
November 1, 2025.

 Risks Associated with our Business

 There
are a number of risks related to us and our operations. You should carefully review the risks described in " Risk
Factors and Special Considerations " beginning on page
9. If any of these risks actually occurs, our business, financial condition, results of operations and prospects would likely be
materially, adversely affected. In that event, the trading price of our Common Stock could be adversely impacted, and you could lose
part or all of your investment. Below is a summary of some of the principal risks we face:

 We may not be able to successfully implement our growth strategy on a timely basis or at all;

 We may have difficulties managing our anticipated growth, or we may not grow at all;

 We have a history of losses, we expect to incur losses in the future and we may not be able to achieve or maintain profitability;

 We may not be able to initiate and complete preclinical studies and clinical trials for our product candidates which could adversely affect our business;

 We may not be able to obtain and maintain the third-party relationships that are necessary to develop, commercialize and manufacture some or all of our product candidates;

 We may encounter difficulties in managing our growth, which could adversely affect our operations;

 We need to obtain financing in order to continue our operations;

 The drug development and approval process is uncertain, time-consuming and expensive;

 Competition
 in the biotechnology, pharmaceutical, and technology industries may result in competing products, superior marketing of other
 products and lower revenues or profits for us;

 Federal laws or regulations on drug importation could make lower cost versions of our future products available, which could adversely affect our revenues, if any;

 The regulatory approval process is costly and lengthy, and we may not be able to successfully obtain all required regulatory approvals;

 Healthcare reform measures could adversely affect our business;

 Protecting and defending against intellectual property claims may have a material adverse effect on our business;

 If we are not able to retain our current senior management team and our scientific advisors or continue to attract and retain qualified scientific, technical and business personnel, our business will suffer; and

 We may not be able to maintain our listing on the Nasdaq Capital Market; and

 There is a substantial doubt about our ability to continue as a going concern.

 Emerging Growth Company

 As a
company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an emerging growth company, as
defined in the JOBS Act. As an emerging growth company, we have elected to take advantage of specified reduced disclosure and other
requirements that are otherwise applicable generally to public companies. These provisions include:

 Only
 two years of audited consolidated financial statements in addition to any required unaudited interim financial statements with
 correspondingly reduced Management's Discussion and Analysis of Financial Condition and Results of Operations
 disclosure.

 Reduced disclosure about our executive compensation arrangements.

 Not having to obtain non-binding advisory votes on executive compensation or golden parachute arrangements.

 Exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

 We may take advantage of these
exemptions for up to five years or such an earlier time that we are no longer an emerging growth company. We would cease to be an
emerging growth company if we have more than $1.07 billion in annual revenue, we have more than $700 million in market value
of our stock held by non-affiliates, or we issue more than $1 billion of non-convertible debt over a three-year period. We may choose
to take advantage of some but not all of these reduced burdens. We have taken advantage of these reduced reporting burdens herein, and
the information that we provide may be different than what you might get from other public companies in which you hold stock.

 Available Information

 We file annual,
quarterly and current reports and other information with the United States Securities and Exchange Commission ("SEC") that
are publicly available through the SEC's website at www.sec.gov. Our SEC filings will also be available free of
charge through the home page of our website  as soon as reasonably practicable after they are filed with or furnished
to the SEC. Our website and the information contained on or connected to that site are not incorporated into this Annual Report on Form
10-K.

 ITEM 1A.

 RISK FACTORS

 As a smaller reporting
company, we are not required to provide a statement of risk factors. Nonetheless, we are voluntarily providing risk factors herein. You
should consider carefully the following risk factors, together with all the other information in this Annual Report on Form 10-K, including
our consolidated financial statements and notes thereto, and in our other public filings with the SEC. The risk factors discussed below
cover not only our current products, product candidates and relationships, but also the risks we expect to encounter when and if we add
new product candidates and approved products to our proprietary portfolio, which new products, if added, we expect to be at various stages
of pre-clinical and perhaps clinical development. The occurrence of any of the following risks could harm our business, financial
condition, results of operations and/or growth prospects or cause our actual results to differ materially from those contained in forward-looking
statements we have made in this report and those we may make from time to time. You should consider all of the risk factors described
when evaluating our business.

 We operate
in a highly competitive and highly regulated business environment. Our business can be expected to be affected by government regulation,
economic, political and social conditions, business' response to new and existing products and services, technological developments
and the ability to obtain and maintain patent and/or other intellectual property protection for our products and intellectual property.
Our actual results could differ materially from management's expectations because of changes both within and outside of our control.
Reviewers of this Annual Report on Form 10-K are cautioned not to place undue reliance upon such forward-looking statements. Such forward-looking
statements may include projections with respect to market size and acceptance, revenues and earnings, marketing and sales strategies and
business operations, as well as efficacy of our products. The risk factors discussed below cover not only our current products, product
candidates and relationships, but also the risks we expect to encounter when and if we add new product candidates and approved products
to our proprietary portfolio, which new products, if added, we expect to be at various stages of pre-clinical and perhaps clinical development.

 Throughout
this section, references to "Company," "Coeptis," "we," "us," "our" and similar
terms refer collectively to Coeptis Therapeutics Holdings, Inc., a Delaware corporation, and its operating subsidiaries, as the context
so requires.

 Risks Related to the Development
and Regulatory Approval of Our Product Candidates

 Clinical trials are expensive,
time consuming, difficult to design and implement, and involve uncertain outcomes. Results of previous pre-clinical studies and clinical
trials may not be predictive of future results, and the results of our current and planned clinical trials may not satisfy the requirements
of the FDA or other regulatory authorities.

 Positive or
timely results from pre-clinical or early-stage trials do not ensure positive or timely results in late-stage clinical trials or product
approval by the FDA or comparable foreign regulatory authorities. We will be required to demonstrate with substantial evidence through
well-controlled clinical trials that our product candidates are safe and effective for use in a diverse population before we can seek
regulatory approvals for their commercialization. Our planned clinical trials may produce negative or inconclusive results, and we or
any of our current and future strategic partners may decide, or regulators may require us, to conduct additional clinical or pre-clinical
testing.

 Success in
pre-clinical studies or early-stage clinical trials does not mean that future clinical trials or registration clinical trials will be
successful because product candidates in later-stage clinical trials may fail to demonstrate sufficient safety and efficacy to the satisfaction
of the FDA and foreign regulatory authorities, despite having progressed through pre-clinical studies and initial clinical trials. Product
candidates that have shown promising results in early clinical trials may still suffer significant setbacks in subsequent clinical trials
or registration clinical trials. For example, a number of companies in the biopharmaceutical industry, including those with greater resources
and experience than us, have suffered significant setbacks in advanced clinical trials, even after obtaining promising results in earlier
clinical trials. Similarly, pre-clinical interim results of a clinical trial are not necessarily predictive of final results.

 If clinical trials for our
product candidates are prolonged, delayed or stopped, we may be unable to obtain regulatory approval and commercialize our product candidates
on a timely basis, or at all, which would require us to incur additional costs and delay our receipt of any product revenue.

 We may experience
delays in our ongoing or future pre-clinical studies or clinical trials, and we do not know whether future pre-clinical studies or clinical
trials will begin on time, need to be redesigned, enroll an adequate number of patients or be completed on schedule, if at all. The commencement
or completion of these planned clinical trials could be substantially delayed or prevented by many factors, including, but not limited
to:

 discussions with the FDA or other regulatory agencies regarding the scope or design of our clinical trials;

 the limited number of, and competition for, suitable sites to conduct our clinical trials, many of which may already be engaged in other clinical trial programs, including some that may be for the same indication as our product candidates;

 any delay or failure to obtain approval or agreement to commence a clinical trial in any of the countries where enrollment is planned;

 inability to obtain sufficient funds required for a clinical trial;

 clinical holds on, or other regulatory objections to, a new or ongoing clinical trial;

 delay or failure to manufacture sufficient supplies of product candidates for our clinical trials;

 delay or failure to reach agreement on acceptable clinical trial agreement terms or clinical trial protocols with prospective sites or clinical research organizations ("CROs"), the terms of which can be subject to extensive negotiation and may vary significantly among different sites or CROs;

 delay or failure to obtain institutional review board ("IRB") approval to conduct a clinical trial at a prospective site;

 slower than expected rates of patient recruitment and enrollment;

 failure of patients to complete the clinical trial;

 the inability to enroll a sufficient number of patients in studies to ensure adequate statistical power to detect statistically significant treatment effects;

 unforeseen safety issues, including severe or unexpected drug-related adverse effects experienced by patients, including possible deaths;

 lack of efficacy during clinical trials;

 termination of our clinical trials by one or more clinical trial sites;

 inability or unwillingness of patients or clinical investigators to follow our clinical trial protocols;

 inability to monitor patients adequately during or after treatment;

 clinical study sites failing to comply with regulatory requirements or meet their contractual obligations to us in a timely manner, or at all, deviating from the protocol or dropping out of a study;

 inability to address any non-compliance with regulatory requirements or safety concerns that arise during the course of a clinical trial;

 the need to repeat or terminate clinical trials as a result of inconclusive or negative results or unforeseen complications in testing; and

 our clinical trials may be suspended or terminated upon a breach or pursuant to the terms of any agreement with, or for any other reason by, current or future strategic partners that have responsibility for the clinical development of any of our product candidates.

 Changes in
regulatory requirements, policies and guidelines may also occur and we may need to significantly amend clinical trial protocols to reflect
these changes with appropriate regulatory authorities. These changes may require us to renegotiate terms with CROs or resubmit clinical
trial protocols to IRBs for re-examination, which may impact the costs, timing or successful completion of a clinical trial. Our clinical
trials may be suspended or terminated at any time by the FDA, other regulatory authorities, the IRB overseeing the clinical trial at issue,
any of our clinical trial sites with respect to that site, or us. Any failure or significant delay in commencing or completing clinical
trials for our product candidates may adversely affect our ability to obtain regulatory approval and our commercial prospects and our
ability to generate product revenue will be diminished.

 The design or our execution
of clinical trials may not support regulatory approval.

 The design
or execution of a clinical trial can determine whether its results will support regulatory approval and flaws in the design or execution
of a clinical trial may not become apparent until the clinical trial is well advanced. In some instances, there can be significant variability
in safety or efficacy results between different trials of the same product candidate due to numerous factors, including changes in trial
protocols, differences in size and type of the patient populations, adherence to the dosing regimen and other trial protocols and the
rate of dropout among clinical trial participants. We do not know whether any clinical trials we may conduct will demonstrate consistent
or adequate efficacy and safety to obtain regulatory approval to market our product candidates.

 Further, the
FDA and comparable foreign regulatory authorities have substantial discretion in the approval process and in determining when or whether
regulatory approval will be obtained for any of our product candidates. Our product candidates may not be approved even if they achieve
their primary endpoints in future clinical trials. The FDA or foreign regulatory authorities may disagree with our trial design and our
interpretation of data from pre-clinical studies and clinical trials. In addition, any of these regulatory authorities may change requirements
for the approval of a product candidate even after reviewing and providing comments or advice on a protocol for clinical trial that has
the potential to result in FDA or other agencies' approval. In addition, such regulatory authorities may also approve a product
candidate for fewer or more limited indications than we request or may grant approval contingent on the performance of costly post-marketing
clinical trials. The FDA or foreign regulatory authorities may not approve the labeling claims that we believe would be necessary or desirable
for the successful commercialization of our product candidates which may have a material adverse effect on our business.

 We may find it difficult
to enroll patients in our clinical trials given the limited number of patients who have the diseases for which our product candidates
are being studied which could delay or prevent the start of clinical trials for our product candidates.

 Identifying
and qualifying patients to participate in clinical trials of our product candidate is essential to our success. The timing of our clinical
trials depends in part on the rate at which we can recruit patients to participate in clinical trials of our product candidates, and we
may experience delays in our clinical trials if we encounter difficulties in enrollment. If we experience delays in our clinical trials,
the timeline for obtaining regulatory approval of our product candidates will most likely be delayed.

 Many factors
may affect our ability to identify, enroll and maintain qualified patients, including the following:

 eligibility criteria of our ongoing and planned clinical trials with specific characteristics appropriate for inclusion in our clinical trials;

 design of the clinical trial;

 size and nature of the patient population;

 patients' perceptions as to risks and benefits of the product candidate under study and the participation in a clinical trial generally in relation to other available therapies, including any new drugs that may be approved for the indications we are investigating;

 the availability and efficacy of competing therapies and clinical trials;

 pendency of other trials underway in the same patient population;

 willingness of physicians to participate in our planned clinical trials;

 severity of the disease under investigation;

 proximity of patients to clinical sites;

 patients who do not complete the trials for personal reasons; and

 issues with CROs and/or with other vendors that handle our clinical trials.

 General Risks

 There is a substantial doubt
about our ability to continue as a going concern.

 The report of our independent
registered public accounting firm that accompanies our consolidated financial statements includes an explanatory paragraph indicating
there is a substantial doubt about our ability to continue as a going concern, citing our need for additional capital for the future planned
expansion of our activities and to service our ordinary course activities (which may include servicing of indebtedness). The inclusion
of a going concern explanatory paragraph in the report of our independent registered public accounting firm will make it more difficult
for us to secure additional financing or enter into strategic relationships on terms acceptable to us, if at all, and likely will materially
and adversely affect the terms of any financing that we might obtain. Our consolidated financial statements do not include any adjustments
that may result from the outcome of this uncertainty.

 We have incurred significant losses in prior
periods, and losses in the future could cause the quoted price of our Common Stock to decline or have a material adverse effect on our
financial condition, our ability to pay its debts as they become due, and on its cash flows.

 For the year ended December
31, 2024, we incurred a net loss of $10,877,412 and, as of that date, we had an accumulated deficit of $98,233,673. For the year ended
December 31, 2023, we incurred a net loss of $21,266,537 and, as of that date, had an accumulated deficit of $87,356,260. Any losses in
the future could cause the quoted price of our Common Stock to decline or have a material adverse effect on our financial condition, its
ability to pay its debts as they become due, and on its cash flows.

 To date, we have generated
only minimal product revenue. We expect that our planned product development and strategic expansion pursuits will increase losses significantly
over the next five years. In order to achieve profitability, we will be required to generate significant revenue. We cannot be certain
that we will generate sufficient revenue to achieve profitability. We anticipate that we will continue to generate operating losses and
experience negative cash flow from operations at least through the end of 2024. We cannot be certain that we will ever achieve profitability
or that, if profitability is achieved, that it will be maintained. If our revenue grows at a slower rate than we anticipate or if our
product development, marketing and operating expenses exceed our expectations or cannot be adjusted accordingly, our business, results
of operation and financial condition will be materially adversely affected, and we may be unable to continue operations.

 We will not
be able to generate meaningful product revenue unless and until one of our product candidates or co-development products successfully
completes clinical trials and receives regulatory approval. As some of our current and projected future product candidates or co-development
products are, and we expect will be, at an early proof-of-concept stage, we do not expect to receive revenue from any of these products
for several years, if at all. We intend to seek to obtain revenue from collaboration or licensing agreements with third parties. We expect
that we will need to rely on key third-party agreements, in order to be in a position to realize material revenues in the future, and
we may never enter into any such agreements or realize material, ongoing future revenue. Even if we eventually generate revenues, we
may never be profitable, and, if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly
or annual basis.

 If we are unable to manage
future expansion effectively, our business may be adversely impacted.

 In the future,
we may experience rapid growth in our business, which could place a significant strain on our operations, in general, and our internal
controls and other managerial, operating and financial resources, in particular. If we are unable to manage future expansion effectively,
our business would be harmed. There is, of course, no assurance that we will enjoy rapid development in our business.

 The Company's ability
to be successful will depend upon the efforts of the Company's Board and our key personnel and the loss of such persons could negatively
impact the operations and profitability of the Company's business.

 The Company's
ability to be successful is dependent upon the efforts of the Company's board members and key personnel, in particular our President
and Chief Executive Officer David Mehalick. We cannot assure you that the Company's board members and key personnel will be effective
or successful or remain with the Company. In addition to the other challenges they will face, such individuals may be unfamiliar with
the requirements of operating a public company, which could cause the Company's management to expend time and resources becoming
familiar with such requirements. We have employment agreements in place with Mr. Mehalick, Colleen Delaney and Daniel Yerace, but no other
persons. The loss of service of Mr. Mehalick, in particular, for any reason, could seriously impair our ability to effectuate our business
plan, which could have a materially adverse effect on our business and future results of operations. We also have not purchased any key-man
life insurance.

 If we are unable to recruit
and retain key personnel, our business may be harmed.

 If we are
unable to attract and retain key personnel, our business may be harmed. Our failure to enable the effective transfer of knowledge and
facilitate smooth transitions with regard to our key employees could adversely affect our long-term strategic planning and execution.

 Our business plan is not
based on independent market studies.

 We have not
commissioned any independent market studies concerning our business plans. Rather, our plans for implementing our business strategy and
achieving profitability are based on the experience, judgment and assumptions of our management. If these assumptions prove to be incorrect,
we may not be successful in our business operations.

 Our Board of Directors may
change our policies without shareholder approval.

 Our policies,
including any policies with respect to investments, leverage, financing, growth, debt and capitalization, will be determined by our Board
of Directors or officers to whom our Board of Directors delegate such authority. Our Board of Directors will also establish the amount
of any dividends or other distributions that we may pay to our shareholders. Our Board of Directors or officers to which such decisions
are delegated will have the ability to amend or revise these and our other policies at any time without shareholder vote. Accordingly,
our shareholders will not be entitled to approve changes in our policies, which policy changes may have a material adverse effect on our
financial condition and results of operations.

 We need to obtain financing
in order to continue our operations and pursue strategic transactions.

 On a prospective
basis, we will require both short-term financing for operations and long-term capital to fund our expected growth. We currently have no
existing bank lines of credit and have not established any definitive sources for additional financing. We believe that cash on hand will
be sufficient to meet our short-term financial requirements through the 2 nd quarter of 2025 assuming that we elect not to pursue
and consummate strategic transactions prior to that time. However, we will require additional funds if we want to fully implement our
business plan and growth strategy, including strategic transactions, which funds could come in the form of equity, debt (including secured
debt) or a combination of the two. Additional financing may not be available to us, or if available, then it may not be available upon
terms and conditions acceptable to us. If adequate funds are not available, then we may be required to delay, reduce or eliminate product
development or clinical programs. Our inability to take advantage of opportunities in the industry because of capital constraints may
have a material adverse effect on our business and our prospects. If we fail to obtain the capital necessary to fund our operations, we
will be unable to advance our development programs and complete our clinical trials.

 In addition,
our research and development expenses could exceed our current expectations. This could occur for many reasons, including:

 some or all of our product candidates and co-development candidates fail in clinical or preclinical studies and we are forced to seek additional product candidates;

 our product candidates and co-development candidates require more extensive clinical or preclinical testing than we currently expect;

 we advance more of our product candidates and co-development candidates than expected into costly later stage clinical trials;

 we advance more preclinical product candidates and co-development candidates than expected into early-stage clinical trials;

 we are required, or consider it advisable, to acquire or license rights from one or more third parties; or

 we determine to acquire or license rights to additional product candidates and co-development candidates or new technologies.

 While we expect
to seek additional funding through public or private financings, we may not be able to obtain financing on acceptable terms, or at all.
In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our common stock and other capital
securities. We may also seek additional funds through arrangements with collaborators or other third parties. These arrangements would
generally require us to relinquish rights to some of our technologies, product candidates or products, and we may not be able to enter
into such agreements, on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, we may be required
to curtail or terminate some or all of our development programs, including some or all of our product candidates.

 We currently do not have
sufficient cash to fully implement our business plan.

 We have experienced
a lack of adequate capital resources causing us to be unable to fully implement our full business plan. We believe that we need to raise
or otherwise obtain additional financing beyond our current cash position in order to satisfy our existing obligations and fully implement
our business plan. We do not expect to have positive cash flow for the foreseeable future. If we are not successful in obtaining additional
financing we will not be able to fully implement our business plan and we may not be able to continue our operations.

 We have a limited operating
history and a history of operating losses, and expect to incur significant additional operating losses.

 We began
our business in 2017 and have a limited operating history. Although we have enlisted the assistance of pharmaceutical experts, our lack
of experience may cause us to encounter unforeseen problems that could have a material adverse effect on our business and financial condition.
Further, there is limited historical financial information upon which to base an evaluation of our performance.

 The drug development and
approval process is uncertain, time-consuming and expensive.

 The process
of obtaining and maintaining regulatory approvals for new therapeutic products is lengthy, expensive and uncertain. It also can vary substantially
based on the type, complexity, and novelty of the product. We, or our co-development partners, must provide the FDA and foreign regulatory
authorities with preclinical and clinical data demonstrating that our products are safe and effective before they can be approved for
commercial sale. Clinical development, including preclinical testing, is a long, expensive and uncertain process. It may take us several years
to complete our testing, and failure can occur at any stage of testing. Any preclinical or clinical test may fail to produce results satisfactory
to the FDA. Preclinical and clinical data can be interpreted in different ways, which could delay, limit or prevent regulatory approval.
Negative or inconclusive results from a preclinical study or clinical trial, adverse medical events during a clinical trial or safety
issues resulting from products of the same class of drug could cause a preclinical study or clinical trial to be repeated or a program
to be terminated, even if other studies or trials relating to the program are successful.

 We will be required to sustain
and further build our intellectual property rights.

 We do not
currently have any intellectual property rights in our name in respect of our current assets, and instead have rights in respect of our
current assets through agreements with third parties. We intend to fully protect any product, formulation and process that we develop
with appropriate intellectual property registrations. If we fail to sustain and further build our direct and indirect intellectual property
rights, competitors will be able to take advantage of our research and development efforts to develop competing products. If we are not
able to protect our proprietary technology, trade secrets, and know-how, our competitors may use our inventions to develop competing products.
Our future patents and patent applications, even if granted, may not protect us against our competitors. Patent positions generally, including
those of other pharmaceutical and biotechnology companies, are or will be generally uncertain and involve complex legal, scientific and
factual questions. The standards which the United States Patent and Trademark Office uses to grant patents, and the standards which
courts use to interpret patents, are not always applied predictably or uniformly and can change, particularly as new technologies develop.
Consequently, the level of protection, if any, that will be provided by our direct or indirect patent rights from time to time if we attempt
to enforce them, and they are challenged, is uncertain. In addition, the type and extent of patent claims that will be issued to us in
the future is uncertain. Any patents that are issued may not contain claims that permit us to stop competitors from using similar technology.

 In addition,
we may also rely on unpatented technology, trade secrets, and confidential information. We may not be able to effectively protect our
rights to this technology or information. Other parties may independently develop substantially equivalent information and techniques
or otherwise gain access to or disclose our technology. We will generally require each of our employees, consultants, collaborators, and
certain contractors to execute a confidentiality agreement at the commencement of an employment, consulting, collaborative, or contractual
relationship with us. However, these agreements may not provide effective protection of our technology or information or, in the event
of unauthorized use or disclosure, they may not provide adequate remedies.

 Patent positions
are often uncertain and involve complex legal and factual questions. In addition, the laws of some foreign countries do not protect proprietary
rights to the same extent as the laws of the United States. Whether filed in the United States or abroad, our patent applications
may be challenged or may fail to result in issued patents. In addition, any future patents we obtain may not be sufficiently broad to
prevent others from practicing our technologies or from developing or commercializing competing products. Furthermore, others may independently
develop or commercialize similar or alternative technologies or drugs, or design around our patents. Our patents may be challenged, invalidated
or fail to provide us with any competitive advantages. We may not have the funds available to protect our patents or other technology;
such protection is costly and can result in further litigation expenses.

 If we do not
obtain or we are unable to maintain adequate patent or trade secret protection for our products in the United States, competitors
could duplicate them without repeating the extensive testing that we will be required to undertake to obtain approval of the products
by the FDA. Regardless of any patent protection, under the current statutory framework the FDA is prohibited by law from approving
any generic version of any of our products for a period of years that would be determined based on the nature of the product (i.e.
an orphan drugs would get 7 years, a new chemical entity would get 5 years and a new clinical investigation would get 3 years).
Upon the expiration of that period, or if that time period is altered, the FDA could approve a generic version of our product unless we
have patent protection sufficient for us to block that generic version. Without sufficient patent protection, the applicant for a generic
version of our product would be required only to conduct a relatively inexpensive study to show that its product is bioequivalent to our
product and may not have to repeat the studies that we will need to conduct to demonstrate that the product is safe and effective. In
the absence of adequate patent protection in other countries, competitors may similarly be able to obtain regulatory approval in those
countries of products that duplicate our products.

 We will be required to comply
with our obligations in our intellectual property licenses and other agreements with third parties.

 If we fail
to comply with our obligations in our intellectual property licenses and other agreements with third parties, we could lose license rights
that are important to our business. We are not currently party to any intellectual property license agreement with any third parties,
but we anticipate that in-licensing and co-development will be strategies that we utilize as we continue to pursue our growth strategy.
We expect to enter into licenses and co-development and other agreements in the future, and we expect these agreements to impose, various
diligences, milestone payment, royalty, insurance and other obligations on us. If we fail to comply with these obligations, the licensor
may have the right to terminate the license, in which event we might not be able to market any product that is covered by the licensed
patents.

 We may need
to resort to litigation to enforce or defend our intellectual property rights, including any patents issued to us. If a competitor or
collaborator files a patent application claiming technology also invented by us, in order to protect our rights, we may have to participate
in an expensive and time-consuming interference proceeding before the United States Patent and Trademark Office. We cannot guarantee
that our product candidates will be free of claims by third parties alleging that we have infringed their intellectual property rights.
Third parties may assert that we are employing their proprietary technologies without authorization and they may resort to litigation
to attempt to enforce their rights. Third parties may have or obtain patents in the future and claim that the use of our technology or
any of our product candidates infringes their patents. We may not be able to develop or commercialize combination product candidates because
of patent protection others have. Our business will be harmed if we cannot obtain a necessary or desirable license, can obtain such a
license only on terms we consider to be unattractive or unacceptable, or if we are unable to redesign our product candidates or processes
to avoid actual or potential patent or other intellectual property infringement. Obtaining, protecting and defending patent and other
intellectual property rights can be expensive and may require us to incur substantial costs, including the diversion of management and
technical personnel. An unfavorable ruling in patent or intellectual property litigation could subject us to significant liabilities to
third parties, require us to cease developing, manufacturing or selling the affected products or using the affected processes, require
us to license the disputed rights from third parties, or result in awards of substantial damages against us.

 There can
be no assurance that we would prevail in any intellectual property infringement action, will be able to obtain a license to any third-party
intellectual property on commercially reasonable terms, successfully develop non-infringing alternatives on a timely basis, or license
non-infringing alternatives, if any exist, on commercially reasonable terms. Any significant intellectual property impediment to our ability
to develop and commercialize our products could seriously harm our business and prospects.

 Patent litigation or other
litigation in connection with our intellectual property rights may lead to publicity that may harm our reputation and the value of our
common stock may decline.

 During the
course of any patent litigation, there may be public announcements of the results of hearings, motions, and other interim proceedings
or developments in the litigation. If securities analysts or investors regard these announcements as negative, the value of our common
stock may decline. General proclamations or statements by key public figures may also have a negative impact on the perceived value of
our intellectual property.

 Protecting and defending
against intellectual property claims may have a material adverse effect on our business.

 From time
to time, we may receive notice that others have infringed on our proprietary rights or that we have infringed on the intellectual property
rights of others. There can be no assurance that infringement or invalidity claims will not materially adversely affect our business,
financial condition or results of operations. Regardless of the validity or the success of the assertion of claims, we could incur significant
costs and diversion of resources in protecting or defending against claims, which could have a material adverse effect on our business,
financial condition or results of operations. We may not have the funds or resources available to protect our intellectual property.

 Our competitors and potential
competitors may develop products and technologies that make ours less attractive or obsolete.

 Many companies,
universities, and research organizations developing competing product candidates have greater resources and significantly greater experience
in financial, research and development, manufacturing, marketing, sales, distribution, and technical regulatory matters than we have.
In addition, many competitors have greater name recognition and more extensive collaborative relationships. Our competitors could commence
and complete clinical testing of their product candidates, obtain regulatory approvals, and begin commercial-scale manufacturing of their
products faster than we or our co-development partners are able to for our products. They could develop products that would render our
product candidates and co-development candidates, and those of our collaborators, obsolete and noncompetitive. If we are unable to compete
effectively against these companies, then we may not be able to commercialize our product candidates or achieve a competitive position
in the market. This would adversely affect our ability to generate revenues.

 Competition in the biotechnology
and pharmaceutical industries may result in competing products, superior marketing of other products and lower revenues or profits for
us.

 There are
many companies that are seeking to develop products and therapies for the treatment of the same diseases that we are currently targeting.
Many of our competitors have substantially greater financial, technical, human and other resources than we do and may be better equipped
to develop, manufacture and market technologically superior products. In addition, many of these competitors have significantly greater
experience than we do in undertaking preclinical testing and human clinical studies of new pharmaceutical products and in obtaining regulatory
approvals of human therapeutic products. Accordingly, our competitors may succeed in obtaining FDA approval for superior products.

 Other risks
and uncertainties include:

 our ability to successfully complete preclinical and clinical development of our products and services.

 our ability to manufacture sufficient amounts of products for development and commercialization activities.

 our ability to obtain, maintain and successfully enforce adequate patent and other proprietary rights protection of our products and services.

 the scope, validity and enforceability of patents and other proprietary rights held by third parties and their impact on our ability to commercialize our products and services.

 the accuracy of our estimates of the size and characteristics of the markets to be addressed by our products and services, including growth projections.

 market acceptance of our products and services.

 our ability to identify new patients for our products and services.

 the accuracy of our information regarding the products and resources of our competitors and potential competitors.

 the content and timing of submissions to and decisions made by the US Food and Drug Administration (FDA) and other regulatory agencies.

 our ability to obtain reimbursement for our products and services from third-party payors, and the extent of such coverage.

 our ability to establish and maintain strategic license, collaboration and distribution arrangements.

 the continued funding of our collaborations and joint ventures, if any are ultimately established.

 the possible disruption of our operations due to terrorist activities and armed conflict, including as a result of the disruption of operation of our subsidiaries and our customers, suppliers, distributors, couriers, collaborative partners, licensees and clinical trial sites.

 Positive or
timely results from preclinical studies and early clinical trials do not ensure positive or timely results in late-stage clinical trials
or product approval by the FDA or any other regulatory authority. Product candidates that show positive preclinical or early clinical
results often fail in later stage clinical trials. Data obtained from preclinical and clinical activities is susceptible to varying interpretations,
which could delay, limit, or prevent regulatory approvals.

 We have limited
experience in conducting the clinical trials required to obtain regulatory approval. We may not be able to conduct clinical trials at
preferred sites, enlist clinical investigators, enroll sufficient numbers of participants, or begin or successfully complete clinical
trials in a timely fashion, if at all. Any failure to perform may delay or terminate the trials. Once Phase 1 human trials are initiated,
the pre-defined clinical outcome(s) may not be achieved. As a result, additional clinical trials may be required if clinical trial results
are negative or inconclusive, which will require us to incur additional costs and significant delays. If we do not receive the necessary
regulatory approvals, we will not be able to generate product revenues and may not become profitable.

 The Company's business
and operations could be negatively affected if it becomes subject to any securities litigation or shareholder activism, which could cause
the Company to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

 In the past,
following periods of volatility in the market price of a company's securities, securities class action litigation has often been
brought against that company. Shareholder activism, which could take many forms or arise in a variety of situations, has been increasing
recently. Volatility in the stock price of the common stock or other reasons may in the future cause it to become the target of securities
litigation or shareholder activism. Securities litigation and shareholder activism, including potential proxy contests, could result in
substantial costs and divert management's and board of directors' attention and resources from the Company's business.
Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to the Company's
future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel.
Also, the Company may be required to incur significant legal fees and other expenses related to any securities litigation and activist
shareholder matters. Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events,
risks and uncertainties of any securities litigation and shareholder activism.

 Risk Related to Regulation

 The regulatory approval
process is costly and lengthy, and we may not be able to successfully obtain all required regulatory approvals.

 The preclinical
development, clinical trials, manufacturing, marketing and labeling of pharmaceuticals are all subject to extensive regulation by numerous
governmental authorities and agencies in the United States and other countries. We must obtain regulatory approval for each of our
product candidates before marketing or selling any of them. It is not possible to predict how long the approval processes of the FDA or
any other applicable federal or foreign regulatory authority or agency for any of our products will take or whether any such approvals
ultimately will be granted. The FDA and foreign regulatory agencies have substantial discretion in the drug approval process, and positive
results in preclinical testing or early phases of clinical studies offer no assurance of success in later phases of the approval process.
Generally, preclinical and clinical testing of products can take many years and require the expenditure of substantial resources,
and the data obtained from these tests and trials can be susceptible to varying interpretations that could delay, limit or prevent regulatory
approval. If we encounter significant delays in the regulatory process that result in excessive costs, this may prevent us from continuing
to develop our product candidates. Any delay in obtaining, or failure to obtain, approvals could adversely affect the marketing of our
products and our ability to generate product revenue. The risks associated with the approval process include:

 failure of our product candidates to meet a regulatory agency's requirements for safety, efficacy and quality;

 limitation on the indicated uses for which a product may be marketed;

 unforeseen safety issues or side effects; and

 governmental or regulatory delays and changes in regulatory requirements and guidelines.

 Even if we receive regulatory
approvals for marketing our product candidates, if we fail to comply with continuing regulatory requirements, we could lose our regulatory
approvals, and our business would be adversely affected.

 The FDA continues
to review products even after they receive initial approval. If we receive approval to commercialize any product candidates, the manufacturing,
marketing and sale of these drugs will be subject to continuing regulation, including compliance with quality systems regulations, good
manufacturing practices, adverse event requirements, and prohibitions on promoting a product for unapproved uses. Enforcement actions
resulting from our failure to comply with government and regulatory requirements could result in fines, suspension of approvals, withdrawal
of approvals, product recalls, product seizures, mandatory operating restrictions, criminal prosecution, civil penalties and other actions
that could impair the manufacturing, marketing and sale of our potential products and our ability to conduct our business.

 Even if we are able to obtain
regulatory approvals for any of our product candidates, if they exhibit harmful side effects after approval, our regulatory approvals
could be revoked or otherwise negatively impacted, and we could be subject to costly and damaging product liability claims.

 Even if we
receive regulatory approval for our product candidates, we will have tested them in only a small number of patients during our clinical
trials. If our applications for marketing are approved and more patients begin to use our product, new risks and side effects associated
with our products may be discovered. As a result, regulatory authorities may revoke their approvals; we may be required to conduct additional
clinical trials, make changes in labeling of our product, reformulate our product or make changes and obtain new approvals for our and
our suppliers' manufacturing facilities. We might have to withdraw or recall our products from the marketplace. We may also experience
a significant drop in the potential sales of our product if and when regulatory approvals for such product are obtained, experience harm
to our reputation in the marketplace or become subject to lawsuits, including class actions. Any of these results could decrease or prevent
any sales of our approved product or substantially increase the costs and expenses of commercializing and marketing our product.

 Healthcare reform measures
could adversely affect our business.

 The efforts
of governmental and third-party payers to contain or reduce the costs of healthcare may adversely affect the business and financial condition
of pharmaceutical companies. In the United States and in foreign jurisdictions there have been, and we expect that there will continue
to be, a number of legislative and regulatory proposals aimed at changing the healthcare system. For example, in some countries other
than the United States, pricing of prescription drugs is subject to government control, and we expect proposals to implement similar
controls in the United States to continue. The pendency or approval of such proposals could result in a decrease in our common stock
value or limit our ability to raise capital or to enter into collaborations or license rights to our products.

 Federal legislation may
increase the pressure to reduce prices of pharmaceutical products paid for by Medicare, which could adversely affect our revenues, if
any.

 The Medicare
Prescription Drug Improvement and Modernization Act of 2003, or MMA, expanded Medicare coverage for drug purchases by the elderly
and disabled beginning in 2006. The legislation uses formularies, preferred drug lists and similar mechanisms that may limit the number
of drugs that will be covered in any therapeutic class or reduce the reimbursement for some of the drugs in a class. More recently, the
Patient Protection and Affordable Care Act of 2010 also contained certain provisions with the potential to affect pricing of
pharmaceutical products.

 As a result
of the expansion of legislation, including recent healthcare insurance legislation, and the expansion of federal coverage of drug products,
we expect that there will be additional pressure to contain and reduce costs. These cost reduction initiatives could decrease the coverage
and price that we receive for our products in the future and could seriously harm our business. While the MMA applies only to drug benefits
for Medicare beneficiaries, private payers often follow Medicare coverage policy and payment limitations in setting their own reimbursement
systems, and any limits on or reductions in reimbursement that occur in the Medicare program may result in similar limits on or reductions
in payments from private payers.

 Federal laws or regulations
on drug importation could make lower cost versions of our future products available, which could adversely affect our revenues, if any.

 The prices
of some drugs are lower in other countries than in the United States because of government regulation and market conditions. Various
proposals have been advanced to permit the importation of drugs from other countries to provide lower cost alternatives to the products
available in the United States. In addition, the MMA requires the Secretary of Health and Human Services to promulgate regulations for
drug reimportation from Canada into the United States under some circumstances, including when the drugs are sold at a lower price than
in the United States. A prime example of the effort to provide safe, lower cost drugs to consumers is Safe Importation Action Plan
that was released by the Department of Health and Human Services (HHS) and the Food and Drug Administration (FDA), which plan is describes
steps the HHS and FDA will take to allow the safe importation of certain drugs originally intended for non-US markets. If the laws or
regulations are changed to permit or more easily permit the importation of drugs into the United States in circumstances that are
currently not permitted, such a change could have an adverse effect on our business by making available lower priced alternatives to our
future products.

 Failure to obtain regulatory
and pricing approvals in foreign jurisdictions could delay or prevent commercialization of our products abroad.

 If we succeed
in developing any products, we intend to market them in the European Union and other foreign jurisdictions. In order to do so, we must
obtain separate regulatory approvals and comply with numerous and varying regulatory requirements. The approval procedure varies among
countries and can involve additional testing. The time required to obtain approval abroad may differ from that required to obtain FDA
approval. The foreign regulatory approval process may include all of the risks associated with obtaining FDA approval and additional risks
associated with requirements particular to those foreign jurisdictions where we will seek regulatory approval of our products. We may
not obtain foreign regulatory approvals on a timely basis, if at all. Approval by the FDA does not ensure approval by regulatory authorities
in other countries, and approval by one foreign regulatory authority does not ensure approval by regulatory authorities in other foreign
countries or by the FDA. We and our collaborators may not be able to file for regulatory approvals and may not receive necessary approvals
to commercialize our products in any market outside the United States. The failure to obtain these approvals could materially adversely
affect our business, financial condition and results of operations.

 Risks Related to Our Organization
and Structure

 Our holding company structure
makes us dependent on our subsidiaries for our cash flow and could serve to subordinate the rights of our shareholders to the rights of
creditors of our subsidiaries, in the event of an insolvency or liquidation of any such subsidiary.

 Our Company
acts as a holding company and, accordingly, substantially all of our operations are conducted through our subsidiaries. Such subsidiaries
will be separate and distinct legal entities. As a result, substantially all of our cash flow will depend upon the earnings of our subsidiaries.
In addition, we will depend on the distribution of earnings, loans or other payments by our subsidiaries. No subsidiary will have any
obligation to provide our company with funds for our payment obligations. If there is an insolvency, liquidation or other reorganization
of any of our subsidiaries, our shareholders will have no right to proceed against their assets. Creditors of those subsidiaries will
be entitled to payment in full from the sale or other disposal of the assets of those subsidiaries before our company, as a shareholder,
would be entitled to receive any distribution from that sale or disposal.

 Delaware law and the Amended
and Restated Certificate of Incorporation and Bylaws contain certain provisions, including anti-takeover provisions that limit the ability
of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable.

 The Company's
Amended and Restated Certificate of Incorporation and Bylaws, and the DGCL, contain provisions that could have the effect of rendering
more difficult, delaying, or preventing an acquisition deemed undesirable by the Company Board and therefore depress the trading price
of the common stock. These provisions could also make it difficult for stockholders to take certain actions, including electing directors
who are not nominated by the current members of the Company Board or taking other corporate actions, including effecting changes in management.
Among other things, the Amended and Restated Certificate of Incorporation and Bylaws include provisions regarding:

 the ability of the Company Board to issue shares of preferred stock, including "blank check" preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

 the limitation of the liability of, and the indemnification of, the Company's directors and officers;

 the right of the Company Board to elect a director to fill a vacancy created by the expansion of the Company Board or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on the Company Board;

 a prohibition on stockholder action by written consent (except as required for holders of future series of preferred stock), which forces stockholder action to be taken at an annual or special meeting of stockholders and could delay the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors;

 the requirement that a special meeting of stockholders may be called only by the Company Board, the chairman of the Company Board, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors;

 controlling the procedures for the conduct and scheduling of the Company Board and stockholder meetings;

 the requirement for the affirmative vote of holders of at least a majority of the voting power of all of the voting power of the then outstanding shares of the voting stock, voting as a single class, to amend, alter, change or repeal any provision of the Company's Bylaws and certain provisions in the Amended and Restated Certificate of Incorporation, respectively, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Company Board and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

 the ability of the Company Board to amend the Bylaws by an affirmative vote of a majority of the Board, which may allow the Company Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the Bylaws to facilitate an unsolicited takeover attempt; and

 advance notice procedures with which stockholders must comply to nominate candidates to the Company Board or to propose matters to be acted upon at a stockholders' meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Company Board and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of Company.

 These provisions,
alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Company Board or management.

 In addition,
as a Delaware corporation, the Company will generally be subject to provisions of Delaware law, including Section 203 of the DGCL.

 Any provision
of the Amended and Restated Certificate of Incorporation, Bylaws or Delaware law that has the effect of delaying or preventing a change
in control could limit the opportunity for stockholders to receive a premium for their shares of the Company's capital stock and
could also affect the price that some investors are willing to pay for the common stock.

 The Amended and Restated
Certificate of Incorporation designates a state or federal court located within the State of Delaware as the exclusive forum for substantially
all disputes between the Company and its stockholders, which could limit the Company's stockholders' ability to choose the
judicial forum for disputes with the Company or its directors, officers, or employees.

 The Amended
and Restated Certificate of Incorporation will provide that, unless the Company consents in writing to the selection of an alternative
forum, the Court of Chancery of the State of Delaware, or if such court does not have subject matter jurisdiction, any other court located
in the State of Delaware with subject matter jurisdiction, will be the sole and exclusive forum for (i) any derivative action or
proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current
or former director, officer, other employee or stockholder of the Company to the Company or the Company's stockholders, (iii) any
action asserting a claim against the Company or its officers or directors arising pursuant to any provision of the DGCL or the Amended
and Restated Certificate of Incorporation or Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State
of Delaware, or (iv) any action asserting a claim against the Company or any director or officer of the Company governed by the internal
affairs doctrine of the law of the State of Delaware; provided, that, if and only if the Court of Chancery of the State of Delaware dismisses
any such action for lack of subject matter jurisdiction, such action may be brought in another state court sitting in the State of Delaware.
Additionally, the Amended and Restated Certificate of Incorporation will provide that, unless the Company consents to the selection of
an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law,
be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act; provided,
however, that such provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act, or any
other claim for which the federal courts have exclusive jurisdiction. However, there is uncertainty as to whether a court would enforce
this provision and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section
22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability
created by the Securities Act or the rules and regulations thereunder.

 Any person
or entity purchasing or otherwise acquiring any interest in any of the securities of the Company will be deemed to have notice of and
consented to these provisions. These exclusive-forum provisions may limit or make more costly a stockholder's ability to bring a
claim in a judicial forum of its choosing for disputes with the Company or its directors, officers, or other employees, which may discourage
lawsuits against the Company and its directors, officers, and other employees. If a court were to find these exclusive-forum provisions
to be inapplicable or unenforceable in an action, the Company may incur additional costs associated with resolving the dispute in other
jurisdictions, which could harm its results of operations.

 Risks Related to Our Capital
Requirements and Capital Structure

 Nasdaq may delist the Company's
securities from trading on its exchange, which could limit investors' ability to make transactions in the Company's securities
and subject the Company to additional trading restrictions.

 The Company's
securities are currently listed on The Nasdaq Capital Market ("Nasdaq") effective as of the opening of business on June 13,
2023, and it is anticipated that the Company's securities will continue to be listed on The Nasdaq Capital Market. However, there
can be no assurance that the Company's securities will maintain such listing at all times. To maintain the listing of the Company's
securities on Nasdaq, the Company must maintain certain financial, distribution, liquidity and stock price levels to satisfy Nasdaq's
continued listing requirements. The Company must, among other things, maintain a minimum bid price of $1.00 per share, a minimum market
value of listed securities of $35 million and a minimum of 300 public shareholders. The foregoing is a brief description of The Nasdaq
Capital Market continued listing requirements applicable to the Company's securities, and more detailed information about such requirements
is set forth in Nasdaq Rules 5550 and 5560. If the Company is unable to maintain a minimum bid price for its shares of $1.00 per share,
or to satisfy any other continued listing requirement, Nasdaq may delist the Company's securities from trading on its exchange.
Such a delisting would likely have a negative effect on the price of the Company's securities and may impair your ability to sell
or purchase the Company's securities when you wish to do so.

 On January 29, 2024, we received
notice from the Listing Qualifications Staff of Nasdaq indicating that, based upon the closing bid price of our common stock for the prior
30 consecutive business days, we were not in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued
listing on Nasdaq as set forth In Nasdaq Listing Rule 5550(a)(2). At that time, the Company was provided a compliance period of 180 calendar
days, or until July 29, 2024, to regain compliance with the Minimum Bid Price Requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A).
As previously disclosed, on July 30, 2024, Coeptis received a letter from the Listing Qualifications Staff of Nasdaq indicating that the
Company did not regain compliance with the Minimum Bid Price Requirement by July 29, 2024, and it was determined that the Company was
not eligible for another 180 calendar-day extension because it did not meet the minimum stockholders' equity initial listing requirements
of $5,000,000 for Nasdaq, as set forth under Nasdaq Listing Rule 5505(b). The Company appealed the decision, as previously disclosed.
On September 17, 2024, the Company received a letter from Nasdaq advising the Company that the Company was granted an extension through
January 15, 2025, to regain listing compliance. On January 21, 2025, the Company was notified by Nasdaq that the Company has regained
compliance with the minimum bid price of $1.00, and that Nasdaq has determined to continue the listing of the Company's securities.

 If Nasdaq
delists the Company's securities from trading on its exchange and the Company is not able to list its securities on another Nasdaq
trading tier or on another national securities exchange, the Company's securities may be quoted on an over-the-counter market. However,
if this were to occur, the Company could face significant material adverse consequences, including:

 a limited availability of market quotations for its securities;

 reduced liquidity for its securities;

 a determination that the Common Stock is a "penny stock" which will require brokers trading in the common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for the Company's securities;

 a limited amount of news and analyst coverage; and

 a decreased ability to issue additional securities or obtain additional financing in the future.

 We have previously identified
weaknesses in our internal control over financial reporting and we may identify additional weaknesses in the future or otherwise fail
to maintain effective internal control over financial reporting, which may result in material misstatements of our Consolidated Financial
Statements or cause us to fail to meet our periodic reporting obligations or cause our access to the global markets to be impaired.

 In connection
with the preparation of our 2022 financial statements, Management self-identified material weaknesses in our internal control over financial
reporting. In the past we have not designed and maintained an effective control environment or sufficient accounting and reporting protocols
or effectively selected and developed control activities that mitigate risks. The material weaknesses were self-diagnosed, and were not
issued by our independent auditors, Turner, Stone & Company, LLP. These self-diagnosed material weaknesses resulted in deficiencies
surrounding the controls related to the preparation, review, and analysis of accounting information and financial statements. Those controls
were not adequately designed or appropriately implemented to identify material misstatements in financial reporting on a timely basis.

 We implemented a plan to remediate
these self-diagnosed material weaknesses. With the oversight of senior management and our audit committee, we hired additional accounting
personnel with technical accounting and financial reporting experience and have implemented improved process level and management review
controls with respect to the completeness, accuracy, and validity of complex accounting measurements on a timely basis. We also have supplemented
internal accounting resources with external advisors to assist with performing technical accounting activities.

 Management
took deliberate actions and implemented a plan to remediate these self-diagnosed weaknesses. Our efforts may not remediate these self-diagnosed
material weaknesses in our internal control over financial reporting and may not prevent additional material weaknesses from being identified
in the future. Our failure to implement and maintain effective internal control over financial reporting could result in errors in
our Consolidated Financial Statements that could result in a restatement of our Consolidated Financial Statements, and could cause us
to fail to meet our reporting obligations, any of which could diminish investor confidence in us and cause a decline in our equity value.

 If securities or industry
analysts do not publish research or reports about our business or publish negative reports about our business or our industry, the trading
price and volume of our securities could decline.

 The trading
market for our securities will depend in part on the research and reports that securities or industry analysts publish about us or our
business, our market and our competitors. We do not have any control over these analysts. If one or more of the analysts who cover us
downgrade our shares or change their opinion of our shares, the trading price for our securities would likely decline. If one or more
of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial
markets, which could cause the trading price or volume of our securities to decline.

 We are an "emerging
growth company" and the reduced disclosure requirements applicable to emerging growth companies may make our securities less attractive
to investors.

 We are an
"emerging growth company," as defined in the JOBS Act. For so long as we remain an emerging growth company, we are permitted
and plan to rely on exemptions from certain disclosure requirements that are applicable to public companies that are not emerging growth
companies. These provisions include, but are not limited to: an exemption from compliance with the auditor attestation requirement in
the assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; reduced disclosure
obligations regarding executive compensation arrangements in our periodic reports, registration statements and proxy statements; and exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute
payments not previously approved. In addition, the JOBS Act permits emerging growth companies to take advantage of an extended transition
period to comply with new or revised accounting standards applicable to public companies. We intend to take advantage of the exemptions
discussed above. As a result, the information we provide will be different than the information that is available with respect to other
public companies that are not emerging growth companies or that are not taking advantage of such exemptions.

 We will remain
an emerging growth company until the earliest of (i) December 31, 2025, (ii) the first fiscal year after our annual
gross revenue exceed $1.07 billion, (iii) the date on which we have, during the immediately preceding three-year period, issued
more than $1.00 billion in non-convertible debt securities, or (iv) the end of any fiscal year in which the market value of
our common stock held by non-affiliates exceeds $700.0 million as of the end of the second quarter of that fiscal year.

 We cannot
predict whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common
stock less attractive as a result, there may be a less active trading market for our securities, and the market price of our securities
may be more volatile.

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS

 None.

 ITEM 1C.

 CYBERSECURITY

 Cybersecurity Risk Management and Strategy

 The Company recognizes the
importance of cybersecurity in safeguarding its information systems and data. Our cybersecurity measures primarily rely on standard security
protocols provided by Microsoft Outlook and OneDrive, which include encryption, multi-factor authentication, and access controls to protect
against unauthorized access and data breaches.

 Given the evolving nature
of cybersecurity threats, the Company monitors its systems for potential vulnerabilities and relies on third-party security updates and
patches to mitigate risks. While we believe our current measures are appropriate for our operations, we acknowledge that no security system
is entirely immune from potential threats, including phishing attacks, malware, ransomware, and unauthorized access.

 Governance and Oversight

 The Company's executive
management is responsible for overseeing cybersecurity risks and ensuring compliance with our security practices. At this time, the Company
does not have a dedicated cybersecurity team but relies on its IT service providers and Microsoft's security framework for system
protection and incident response.

 Potential Risks and Impact

 Despite these measures, the
Company may be vulnerable to cybersecurity incidents that could disrupt operations, compromise sensitive data, or result in financial
or reputational harm. Any material cybersecurity incident would be assessed and disclosed as necessary.

 ITEM 2.

 PROPERTIES

 Our principal
place of business is located at 105 Bradford Street, Suite 420, Wexford, Pennsylvania 15090, which we lease. The lease is scheduled to
expire on May 31, 2026.

 We do not own any properties or
land.

 We believe
our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space
will be available.

 ITEM 3.

 LEGAL PROCEEDINGS

 We are from
time to time subject to litigation and other proceedings that arise in the ordinary course of our business. Subject to the inherent uncertainties
of litigation and although no assurances are possible, we believe that there are no pending lawsuits or claims that, individually or in
the aggregate, will have a material adverse effect on our business, financial condition or our yearly results of operations.

 ITEM 4.

 MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 Our common
stock is listed on the Nasdaq Global Market under the symbol "COEP." The closing price of our common stock on Nasdaq on December
31, 2024 was $5.50 per share.

 Holders of Common Stock

 As of March 26, 2025, we had
3,364,939 shares of our common stock issued and outstanding, and there were 121 record holders of our common stock. Certain shares are
held in "street" name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing
number. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.

 Dividend Policy

 We have never
declared or paid dividends. We do not intend to pay cash dividends on our Common Stock for the foreseeable future, but currently intend
to retain any future earnings to fund the development and growth of our business. The payment of dividends if any, on our common stock
will rest solely within the discretion of our board of directors and will depend, among other things, upon our earnings, capital requirements,
financial condition, and other relevant factors.

 Securities Authorized for Issuance under Equity
Compensation Plans

 The following
is a summary of the principal features of the 2022 Equity Incentive Plan (the "Plan"). This summary does not purport to be
a complete description of all of the provisions of the 2022 Equity Incentive Plan and it is qualified in its entirety by reference to
the full text of the 2022 Equity Incentive Plan.

 Eligibility
and Administration. Employees, consultants and directors of the Company and its subsidiaries may be
eligible to receive awards under the 2022 Equity Incentive Plan. Currently, we have seven employees and five non-employee directors. All
seven employees, and all five non-employee directors and two consultants have received awards under the 2022 Equity Incentive Plan.

 Awards. The
2022 Equity Incentive Plan provides for the grant of ISOs within the meaning of Section 422 of the Internal Revenue Code (the "Code")
to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options ("NSOs"), stock
appreciation rights ("SARs"), Restricted Stock Awards, Restricted Stock Unit ("RSU") awards, Performance Awards
and other forms of awards to employees, directors and consultants, including employees and consultants of our affiliates.

 Authorized Shares. The
initial maximum number of shares of our Common Stock that may be issued under the 2022 Equity Incentive Plan was 117,000. As approved
by the Company's shareholders in December 2023, the maximum number of shares under the Plan was increased to 367,000. As of December
31, 2024, a total of 279,625 stock options to purchase shares of common stock were granted under the Plan.

 Shares subject
to stock awards granted under the Plan that expire or terminate without being exercised in full or that are paid out in cash rather than
in shares do not reduce the number of shares available for issuance under our Plan. Shares withheld under a stock award to satisfy the
exercise, strike or purchase price of a stock award or to satisfy a tax withholding obligation do not reduce the number of shares available
for issuance under our Plan. If any shares of our Common Stock issued pursuant to a stock award are forfeited back to or repurchased or
reacquired by us (i) because of a failure to meet a contingency or condition required for the vesting of such shares, (ii) to
satisfy the exercise, strike or purchase price of an award or (iii) to a tax withholding obligation in connection with an award,
the shares that are forfeited or repurchased or satisfy reacquired will revert to and again become available for issuance under the Plan.
Any shares previously issued which are reacquired in satisfaction of tax withholding obligations or as consideration for the exercise
or purchase price of a stock award will again become available for issuance under the Plan.

 Plan
Administration. Our Board, or, if assigned authority by the Board, the Compensation Committee of the
Board (the "Committee"), will have the authority to administer the Plan, unless and until the Board delegates some or all
of the administration of the Plan to a different Committee or Committees of the Board. The Committee may delegate to one or more of our
officers the authority to (i) designate employees (other than officers) to receive specified stock awards and (ii) determine
the number of shares subject to such stock awards. The Committee will have the power, subject to, and within the limitations of, the express
provisions of the Plan to determine from time to time (1) which of the persons eligible under the Plan will be granted Awards; (2) when
and how each Award will be granted; (3) what type or combination of types of Award will be granted; (4) the provisions of each
Award granted (which need not be identical), including the time or times when a person will be permitted to receive an issuance of Common
Stock or other payment pursuant to an Award; (5) the number of shares of Common Stock or cash equivalent with respect to which an
Award will be granted to each such person; and (6) the Fair Market Value applicable to an Award. The Committee will also be granted
with the power to construe and interpret the Plan and Awards granted under it, correct any deficiencies or omissions in the Plan to make
the Plan or Award fully effective, to settle all controversies regarding the Plan and any Award, to accelerate the time at which an Award
may first be exercised or the time during which an Award will vest, to prohibit the exercise of any Option, SAR or exercisable award for
administrative convenience, to approve forms of Award Agreements under the Plan, and to exercise such powers and to perform such acts
as the Committee deems necessary or expedient to promote the best interests of the Company.

 Stock
Options. ISOs and NSOs are granted under stock option agreements in a form approved by the Committee.
The Committee determines the exercise price for stock options, within the terms and conditions of the Plan, provided that the exercise
price of a stock option generally cannot be less than 100% of the fair market value of our Common Stock on the date of grant. Options
granted under the Plan vest at the rate specified in the stock option agreement as determined by the Committee.

 The Committee
determines the term of stock options granted under the Plan, up to a maximum of 10 years. Unless the terms of an option holder's
stock option agreement, or other written agreement between us and the recipient approved by the Committee, provide otherwise, if an option
holder's service relationship with us or any of our affiliates ceases for any reason other than disability, death or Cause (as defined
in the Plan), the option holder may generally exercise any vested options for a period of three months following the cessation of
service. If an option holder's service relationship with us or any of our affiliates ceases due to death, or an option holder dies
within a certain period following cessation of service, the option holder or a beneficiary may generally exercise any vested options for
a period of 18 months following the date of death. If an option holder's service relationship with us or any of our affiliates
ceases due to disability, the option holder may generally exercise any vested options for a period of 12 months following the cessation
of service. In the event of a termination for cause, options generally terminate upon the termination date. In no event may an option
be exercised beyond the expiration of its term.

 Acceptable
consideration for the purchase of Common Stock issued upon the exercise of a stock option will be determined by the Committee and may
include (i) cash, check, bank draft or money order, (ii) a broker-assisted cashless exercise, (iii) the tender of shares
of our Common Stock previously owned by the option holder, (iv) a net exercise of the option if it is an NSO or (v) other legal
consideration approved by the Board.

 Unless the
Committee provides otherwise, options or stock appreciation rights generally are not transferable except by will or the laws of descent
and distribution. Subject to approval of the Committee or a duly authorized officer, an option may be transferred pursuant to a domestic
relations order, official marital settlement agreement or other divorce or separation instrument.

 Tax
Limitations on ISOs. The aggregate fair market value, determined at the time of grant, of our Common
Stock with respect to ISOs that are exercisable for the first time by an award holder during any calendar year under all of our stock
plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted
to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power
or that of any of our parent or subsidiary corporations unless (i) the option exercise price is at least 110% of the fair market
value of the stock subject to the option on the date of grant and (ii) the term of the ISO does not exceed five years from the
date of grant.

 Restricted
Stock Unit Awards. Restricted stock unit awards are granted under restricted stock unit award agreements
in a form approved by the Committee. Restricted stock unit awards may be granted in consideration for any form of legal consideration
that may be acceptable to our board of directors and permissible under applicable law. A restricted stock unit award may be settled by
cash, delivery of stock, a combination of cash and stock as deemed appropriate by the Committee or in any other form of consideration
set forth in the restricted stock unit award agreement. Additionally, dividend equivalents may be credited in respect of shares covered
by a restricted stock unit award. Except as otherwise provided in the applicable award agreement, or other written agreement between us
and the recipient approved by the Committee, restricted stock unit awards that have not vested will be forfeited once the participant's
continuous service ends for any reason.

 Restricted
Stock Awards. Restricted stock awards are granted under restricted stock award agreements in a form
approved by the Committee. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, past or
future services to us or any other form of legal consideration that may be acceptable to our board of directors and permissible under
applicable law. The Committee determines the terms and conditions of restricted stock awards, including vesting and forfeiture terms.
If a participant's service relationship with us ends for any reason, we may receive any or all of the shares of Common Stock held
by the participant that have not vested as of the date the participant terminates service with us through a forfeiture condition or a
repurchase right.

 Stock
Appreciation Rights. Stock appreciation rights are granted under stock appreciation right agreements
in a form approved by the Committee. The Committee determines the strike price for a stock appreciation right, which generally cannot
be less than 100% of the fair market value of our Common Stock on the date of grant. A stock appreciation right granted under the Plan
vests at the rate specified in the stock appreciation right agreement as determined by the Committee. Stock appreciation rights may be
settled in cash or shares of Common Stock or in any other form of payment as determined by the Board and specified in the stock appreciation
right agreement.

 The Committee
determines the term of stock appreciation rights granted under the Plan, up to a maximum of 10 years. If a participant's service
relationship with us or any of our affiliates ceases for any reason other than cause, disability or death, the participant may generally
exercise any vested stock appreciation right for a period of three months following the cessation of service. This period may be
further extended in the event that exercise of the stock appreciation right following such a termination of service is prohibited by applicable
securities laws. If a participant's service relationship with us, or any of our affiliates, ceases due to disability or death, or
a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any
vested stock appreciation right for a period of 12 months in the event of disability and 18 months in the event of death. In
the event of a termination for cause, stock appreciation rights generally terminate immediately upon the occurrence of the event giving
rise to the termination of the individual for cause. In no event may a stock appreciation right be exercised beyond the expiration of
its term.

 Performance
Awards. The Plan permits the grant of performance awards that may be settled in stock, cash or other
property. Performance awards may be structured so that the stock or cash will be issued or paid only following the achievement of certain
pre-established performance goals during a designated performance period. Performance awards that are settled in cash or other property
are not required to be valued in whole or in part by reference to, or otherwise based on, the Common Stock.

 The performance
goals may be based on any measure of performance selected by the board of directors or the Committee. The performance goals may be based
on company-wide performance or performance of one or more business units, divisions, affiliates or business segments, and may be either
absolute or relative to the performance of one or more comparable companies or the performance of one or more relevant indices.

 Other
Stock Awards. The Committee may grant other awards based in whole or in part by reference to our Common
Stock. The Compensation Committee will set the number of shares under the stock award (or cash equivalent) and all other terms and conditions
of such awards.

 Non-Employee
Director Compensation Limit. The aggregate value of all compensation granted or paid to any non-employee
director with respect to any calendar year, including awards granted and cash fees paid by us to such non-employee director, will not
exceed $200,000 in total value; provided that such amount will increase to $400,000 for the first year for newly appointed or elected
non-employee directors.

 Changes
to Capital Structure. In the event there is a specified type of change in our capital structure, such
as a stock split, reverse stock split or recapitalization, appropriate adjustments will be made to (i) the class and maximum number
of shares reserved for issuance under the Plan, (ii) the class and maximum number of shares by which the share reserve may increase
automatically each year, (iii) the class and maximum number of shares that may be issued on the exercise of ISOs and (iv) the
class and number of shares and exercise price, strike price or purchase price, if applicable, of all outstanding stock awards.

 Corporate
Transactions. The following applies to stock awards under the Plan in the event of a corporate transaction
(as defined in the Plan), unless otherwise provided in a participant's stock award agreement or other written agreement with us
or one of our affiliates or unless otherwise expressly provided by the Committee at the time of grant.

 In the event
of a corporate transaction, any stock awards outstanding under the Plan may be assumed, continued or substituted for by any surviving
or acquiring corporation (or its parent company), and any reacquisition or repurchase rights held by us with respect to the stock award
may be assigned to the successor (or its parent company). If the surviving or acquiring corporation (or its parent company) does not assume,
continue or substitute for such stock awards, then (i) with respect to any such stock awards that are held by participants whose
continuous service has not terminated prior to the effective time of the corporate transaction, or current participants, the vesting (and
exercisability, if applicable) of such stock awards will be accelerated in full to a date prior to the effective time of the corporate
transaction (contingent upon the effectiveness of the corporate transaction), and such stock awards will terminate if not exercised (if
applicable) at or prior to the effective time of the corporate transaction, and any reacquisition or repurchase rights held by us with
respect to such stock awards will lapse (contingent upon the effectiveness of the corporate transaction), and (ii) any such stock
awards that are held by persons other than current participants will terminate if not exercised (if applicable) prior to the effective
time of the corporate transaction, except that any reacquisition or repurchase rights held by us with respect to such stock awards will
not terminate and may continue to be exercised notwithstanding the corporate transaction.

 In the event
a stock award will terminate if not exercised prior to the effective time of a corporate transaction, the board of directors may provide,
in its sole discretion, that the holder of such stock award may not exercise such stock award but instead will receive a payment equal
in value to the excess (if any) of (i) the per share amount payable to holders of Common Stock in connection with the corporate transaction
over (ii) any per share exercise price payable by such holder, if applicable. In addition, any escrow, holdback, earn out or similar
provisions in the definitive agreement for the corporate transaction may apply to such payment to the same extent and in the same manner
as such provisions apply to the holders of Common Stock.

 Plan
Amendment or Termination. Our board of directors has the authority to amend, suspend or terminate our
Plan, provided that such action does not materially impair the existing rights of any participant without such participant's written
consent. Certain material amendments also require the approval of our stockholders. No ISOs may be granted after the tenth anniversary
of the date our board of directors adopts our Plan. No stock awards may be granted under our Plan while it is suspended or after it is
terminated.

 Summary of Material United States
Federal Income Tax Consequences of the 2022 Equity Incentive Plan

 The following
is a summary of the principal federal income tax consequences of option grants and other awards under the 2022 Equity Incentive Plan.
Optionees and recipients of other rights and awards granted under the 2022 Equity Incentive Plan are advised to consult their personal
tax advisors before exercising an option or stock appreciation right or disposing of any stock received pursuant to the exercise of an
option or stock appreciation right or following vesting of a restricted stock award or restricted stock unit or upon grant of an unrestricted
stock award. In addition, the following summary is based upon an analysis of the Code as currently in effect, existing laws, judicial
decisions, administrative rulings, regulations and proposed regulations, all of which are subject to change and does not address state,
local or other tax laws.

 Nonstatutory
Stock Options. Generally, there is no taxation upon the grant of a NSO. Upon exercise, a participant
will recognize ordinary income equal to the excess, if any, of the fair market value of the underlying stock on the date of exercise of
the stock option over the exercise price. If the participant is employed by the Company or one of its affiliates, that income will be
subject to withholding taxes. The participant's tax basis in those shares will be equal to their fair market value on the date of
exercise of the stock option, and the participant's capital gain holding period for those shares will begin on the day after
they are transferred to the participant. Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of
the Code and the satisfaction of a tax reporting obligation, the Company will generally be entitled to a tax deduction equal to the taxable
ordinary income realized by the participant.

 Incentive
Stock Options. The 2022 Equity Incentive Plan provides for the grant of stock options that are
intended to qualify as "incentive stock options," as defined in Section 422 of the Code. Under the Code, a
participant generally is not subject to ordinary income tax upon the grant or exercise of an ISO. If the participant holds a
share received upon exercise of an ISO for more than two years from the date the stock option was granted and more than one
year from the date the stock option was exercised, which is referred to as the required holding period, the difference, if any,
between the amount realized on a sale or other taxable disposition of that share and the participant's tax basis in that share
will be long-term capital gain or loss. If, however, a participant disposes of a share acquired upon exercise of an ISO before the
end of the required holding period, which is referred to as a disqualifying disposition, the participant generally will recognize
ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the share on
the date of exercise of the stock option over the exercise price. However, if the sales proceeds are less than the fair market value
of the share on the date of exercise of the stock option, the amount of ordinary income recognized by the participant will not
exceed the gain, if any, realized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value
of the share on the date of exercise of the stock option, that excess will be short-term or long-term capital gain, depending on
whether the holding period for the share exceeds one year. For purposes of the alternative minimum tax, the amount by which the fair
market value of a share of stock acquired upon exercise of an ISO exceeds the exercise price of the stock option generally will be
an adjustment included in the participant's alternative minimum taxable income for the year in which the stock option is
exercised. If, however, there is a disqualifying disposition of the share in the year in which the stock option is exercised, there
will be no adjustment for alternative minimum tax purposes with respect to that share. In computing alternative minimum taxable
income, the tax basis of a share acquired upon exercise of an ISO is increased by the amount of the adjustment taken into account
with respect to that share for alternative minimum tax purposes in the year the stock option is exercised. The Company is not
allowed a tax deduction with respect to the grant or exercise of an ISO or the disposition of a share acquired upon exercise of an
ISO after the required holding period. If there is a disqualifying disposition of a share, however, the Company will generally be
entitled to a tax deduction equal to the taxable ordinary income realized by the participant, subject to the requirement of
reasonableness, the deduction limits under Section 162(m) of the Code and provided that either the employee includes that
amount in income or the Company timely satisfies its reporting requirements with respect to that amount.

 Restricted
Stock Awards. Generally, the recipient of a restricted stock award will recognize ordinary income at
the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount paid by
the recipient in exchange for the stock. If, however, the stock is subject to restrictions constituting a substantial risk of
forfeiture when it is received (for example, if the employee is required to work for a period of time in order to have the right to
transfer or sell the stock), the recipient generally will not recognize income until the restrictions constituting a substantial
risk of forfeiture lapse, at which time the recipient will recognize ordinary income equal to the excess, if any, of the fair market
value of the stock on the date it becomes vested over any amount paid by the recipient in exchange for the stock. A recipient may,
however, file an election with the Internal Revenue Service, within 30 days following the date of grant, to recognize ordinary
income, as of the date of grant, equal to the excess, if any, of the fair market value of the stock on the date the award is granted
over any amount paid by the recipient for the stock. The recipient's basis for the determination of gain or loss upon the
subsequent disposition of shares acquired from a restricted stock award will be the amount paid for such shares plus any ordinary
income recognized either when the stock is received or when the restrictions constituting a substantial risk of forfeiture lapse.
Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and the satisfaction
of a tax reporting obligation, the Company will generally be entitled to a tax deduction equal to the taxable ordinary income
realized by the recipient of the restricted stock award.

 Restricted
Stock Unit Awards. Generally, the recipient of a restricted stock unit award will generally recognize
ordinary income at the time the stock is delivered equal to the excess, if any, of (i) the fair market value of the stock
received over any amount paid by the recipient in exchange for the stock or (ii) the amount of cash paid to the participant.
The recipient's basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a
restricted stock unit award will be the amount paid for such shares plus any ordinary income recognized when the stock is delivered,
and the participant's capital gain holding period for those shares will begin on the day after they are transferred to
the participant. Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and
the satisfaction of a tax reporting obligation, the Company will generally be entitled to a tax deduction equal to the taxable
ordinary income realized by the recipient of the restricted stock unit award.

 Stock
Appreciation Rights. Generally, the recipient of a stock appreciation right will recognize ordinary income
equal to the fair market value of the stock or cash received upon such exercise. Subject to the requirement of reasonableness, the deduction
limits under Section 162(m) of the Code and the satisfaction of a tax reporting obligation, the Company will generally be entitled
to a tax deduction equal to the taxable ordinary income realized by the recipient of the stock appreciation right.

 THE FOREGOING IS ONLY A SUMMARY
OF THE EFFECT OF THE U.S. FEDERAL INCOME TAXATION UPON PARTICIPANTS AND THE COMPANY UNDER THE 2022 EQUITY INCENTIVE PLAN. IT
DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF A PARTICIPANT'S DEATH OR THE PROVISIONS OF THE INCOME
TAX LAWS OF ANY MUNICIPALITY, STATE, OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.

 Recent
Sales of Unregistered Securities

 Set forth
below is information regarding shares of capital stock issued by us within the past three years.

28, 2022, in connection with the Merger, the Company assumed warrants from Coeptis Therapeutics, Inc. and delivered to the holders thereof
replacement warrants to purchase 1,563,912 shares of the Company's common stock at an average exercise price of approximately $7.93.

 In January
2023 the Company issued an aggregate of 874,197 shares of its common stock to service providers as compensation for services.

 In January
2023 the Company granted options to purchase an aggregate of 1,357,500 shares of its common stock under the 2022 Equity Incentive Plan,
to various officers, directors, employees and consultants, at an average exercise price of $1.63 per share. In October 2023 the Company
granted options to purchase an aggregate of 300,000 shares of its common stock under the 2022 Equity Incentive Plan, to two officers/employees
and consultants, at an exercise price of $1.07 per share The Company has also granted a stand-alone option to a former employee to purchase
up to 100,000 shares of our common stock at an exercise price of $10 per share.

 In April
2023 the Company issued an aggregate of 1,000,000 shares of common stock in connection with the termination of several investment banking
agreements and all future rights and obligations under such agreements.

 In June 2023,
in connection with the June 2023 Offering, the Company issued warrants to the underwriter of such offering to acquire up to 210,000 shares
of the Company's common stock at an exercise price of $1.25.

 On August
16, 2023, Coeptis Therapeutics Holdings, Inc. (the "Company") entered into an exclusive licensing arrangement (with Deverra
Therapeutics Inc., and, issued to Deverra 4,000,000 shares of the Company's common stock and assumed certain liabilities related
to the ongoing clinical trials.

 On September
29, 2023, the Company issued 2,400,000 shares of common stock of the Company to a private investor in exchange for $2,400,000, $400,000
of which was paid in cash and the balance of which was paid with a promissory note.

 On September
29, 2023, the Company issued 600,000 shares of common stock of the Company to a private investor in exchange for $600,000, $100,000 of
which was paid in cash and the balance of which was paid with a promissory note.

26, 2023, in connection with the private placement described elsewhere in the Annual Report on Form 10-K, the Company issued to an institutional
investor (i) 777,000 Shares of the Company's common stock, (ii) Pre-Funded Warrants to purchase up to 1,223,000 shares of Common
Stock, (iii) Series A Warrants to purchase up to 2,000,000 shares of Common Stock with an exercise price of $1.36 per share, and (iv)
Series B Warrants (the "Series B Warrants" and together with the Pre-Funded Warrants and the Series A Warrants, the "Warrants")
to purchase up to 2,000,000 shares of Common Stock with an exercise price of $1.36 per share, for gross proceeds to the Company of $2,000,000.
In connection with the October 2023 private placement, the Company also issued placement agent warrants (the "Placement Agent Warrants")
to purchase 120,000 shares of our common stock at an exercise price of $1.40 per share.

 In
December 2023, the Company sold a pre-funded warrant to AMLS Holdings, LLC that are currently exercisable to acquire up to 2,000,000
of the shares of Common Stock being registered hereunder for the benefit of such shareholder, for gross proceeds to the Company of $1,200,000
comprised of $100,000 in cash and a $1,100,000 promissory note. The promissory note accrues interest
at the rate of six (6%) percent per annum (increasing to eighteen percent (18%) per annum from and after the occurrence of a default)
and matures on November 29, 2024, and has provision for mandatory prepayment. In February 2024 the Company sold a pre-funded warrant
to Alamo Board Marketing, LLC that are currently exercisable to acquire up to 6,000,000 of the shares being registered hereunder for the
benefit of such shareholder, for gross proceeds to the Company of $2,400,000 comprised of $500,000 in cash and a $1,900,000 promissory
note. The promissory note accrues interest at the rate of six (6%) percent per annum (increasing
to eighteen percent (18%) per annum from and after the occurrence of a default) and matures on December 31, 2024, and has provision for
mandatory prepayment. Between June 14, 2024 and February 6, 2025, the Company sold 10,000 shares of its Series A Preferred Stock
for aggregate gross proceeds of $10 million. Christopher Calise, a current member of our Board of Directors, participated in the offering
personally and through an entity controlled by him.

 In November 2024, we issued
400,000 shares of Common Stock ("Commitment Shares"), to Yorkville as consideration for Yorkville's commitment to purchase
shares of Common Stock at the Company's direction upon the terms and subject to the conditions set forth in the SEPA, upon execution
of the SEPA. In the SEPA, Yorkville represented to the Company among other things, that it is an "accredited investor" (as
such term is defined in Rule 501(a) of Regulation D under the Securities Act). The Commitment Shares are being issued and sold by the
Company to Yorkville in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2)
of the Securities Act.

 In November 2024, we also
issued a convertible promissory note in the principal amount of $1,304,758 to Yorkville pursuant to the SEPA (the "Yorkville Promissory
Note"). The Yorkville Promissory Note and the shares of Common Stock issuable upon conversion of the Yorkville Promissory Note have
not been registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities
Act.

 In January 2025, we also issued
a convertible promissory note in the principal amount of $1,100,000 to Yorkville pursuant to the SEPA (the "Yorkville 2025 Promissory
Note"). The Yorkville 2025 Promissory Note and the shares of Common Stock issuable upon conversion of the Yorkville 2025 Promissory
Note have not been registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the
Securities Act.

 These foregoing
securities were issued pursuant to exemptions from registration under the Securities Act in transactions not involving an underwriter.

 Description of our Capital Stock

 The following
description summarizes the most important terms of our capital stock. Because it is only a summary of the provisions of our certificate
of incorporation, as amended (the "Certificate of Incorporation"), and bylaws, as amended (the "Bylaws"), it does
not contain all of the information that may be important to you. For a complete description of the matters set forth in this "Description
of Capital Stock," you should refer to our Certificate of Incorporation and Bylaws, each of which are included as exhibits to the
registration statement of which this prospectus is a part, and to the applicable provisions of Delaware law.

 Authorized and Outstanding
Stock

 The Company's
authorized capital stock consists of:

 150,000,000 shares of common stock, par value $0.0001 per share; and

 10,000,000 shares of preferred stock, par value $0.0001 per share.

 Common Stock

 Voting. The
holders of common stock will be entitled to one vote for each share held of record on all matters on which the holders are entitled to
vote (or consent pursuant to written consent). Directors will be elected by a plurality of the votes present in person or represented
by proxy and entitled to vote.

 Dividends. The
holders of common stock will be entitled to receive, ratably, dividends only if, when and as declared by the Company Board out of funds
legally available therefor and after provision is made for each class of capital stock having preference over the Common Stock.

 Liquidation
Rights. In the event of the Company's liquidation, dissolution or winding-up, the holders of common stock will be entitled
to share, ratably, in all assets remaining available for distribution after payment of all liabilities and after provision is made for
each class of capital stock having preference over the common stock.

 Conversion
Right. The holders of common stock will have no conversion rights.

 Preemptive
and Similar Rights. The holders of common stock will have no preemptive or similar rights.

 Redemption/Put
Rights. There will be no redemption or sinking fund provisions applicable to the Common Stock. All of the outstanding shares
of common stock are fully-paid and nonassessable.

 Options/Stock Awards. There
were 82,875 stock options outstanding at December 31, 2023. The Company subsequently granted in 2024 options to purchase an aggregate
of 196,750 shares of our common stock under the 2022 Equity Incentive Plan, to various officers, directors, employees and consultants,
at an average exercise price of $9.56 per share. There were 279,625 stock options outstanding at December 31, 2024.

 Preferred
Stock

 There were
6,520 shares of series A preferred stock outstanding at December 31, 2024. The Company Board has the authority to issue shares of preferred
stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations,
preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption,
liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series to the fullest
extent permitted by the DGCL.

 Warrants

has warrants outstanding to purchase (i) 1,024,316 shares of our common stock at an average exercise price of approximately $19.87 per
share which were assumed from Coeptis Therapeutics, Inc. as part of the Merger, and (ii) 375,000 shares of our common stock at an exercise
price of $230.00 per share, which were issued prior to the Merger.

 ITEM 6.

 SELECTED FINANCIAL DATA

is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this
Item.

 ITEM 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 As
discussed elsewhere in this Annual Report on Form 10-K, pursuant to the Merger, we acquired our primary operating subsidiary Coeptis
Therapeutics, Inc. The Merger was accounted for as a "reverse merger," and Coeptis Therapeutics, Inc. was deemed to be
the accounting acquirer in the Merger. Consequently, the financial condition, results of operations and cash flows discussed in this Management's
Discussion and Analysis of Financial Condition and Results of Operations discussed below are those of
Coeptis Therapeutics, Inc. and its consolidated subsidiaries. When we use words in this section like "we,"
"us", "our," the "Company" and words of the like, unless otherwise indicated, we are referring
to the operations of our wholly-owned subsidiaries, including Coeptis Therapeutics, Inc.

 These statements
represent projections, beliefs, and expectations based on current circumstances and conditions and in light of recent events and trends,
and you should not construe these statements either as assurances of performance or as promises of a given course of action. Instead,
various known and unknown factors are likely to cause our actual performance and management's actions to vary, and the results of
these variances may be both material and adverse. Accordingly, readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect management's analysis only as of the date hereof. We undertake no obligation to publicly release the results
of any revision to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events.

 Cautionary Statement

 The following discussion and
analysis should be read in conjunction with our consolidated financial statements and related notes included beginning at page F-1 of
this Annual Report on Form 10-K.

 Our
actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties,
including those described under " Risk Factors and Special Considerations "
beginning on page 9 of this Annual Report on Form 10-K. We assume no obligation to update any of the forward-looking statements included
herein except as expressly required by law.

 Implications of Being an Emerging
Growth Company

 As a company
with less than $1.07 billion in revenue during our last fiscal year, we qualify as an emerging growth company, as defined in the
JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise
applicable generally to public companies. These provisions include:

 Only
 two years of audited consolidated financial statements in addition to any required unaudited interim financial statements with
 correspondingly reduced Management's Discussion and Analysis of Financial Condition and Results of Operations
 disclosure.

 Reduced disclosure about our executive compensation arrangements.

 Not having to obtain non-binding advisory votes on executive compensation or golden parachute arrangements.

 Exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

 We may take
advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease
to be an emerging growth company if we have more than $1.07 billion in annual revenue, we have more than $700 million in market value
of our stock held by non-affiliates, or we issue more than $1 billion of non-convertible debt over a three-year period. We may choose
to take advantage of some but not all of these reduced burdens. We have taken advantage of these reduced reporting burdens herein, and
the information that we provide may be different than what you might get from other public companies in which you hold stock.

 Company History

 General. The
Company was originally incorporated in the British Virgin Islands on November 27, 2018 under the name Bull Horn Holdings Corp. On October
27, 2022, Bull Horn Holdings Corp. domesticated from the British Virgin Islands to the State of Delaware. On October 28, 2022, in connection
with the closing of the Merger, the Company changed its corporate name from Bull Horn Holdings Corp. to "Coeptis Therapeutics Holdings,
Inc."

 The
Merger Transaction. On October 28, 2022, a wholly-owned subsidiary of Bull Horn Holdings Corp., merged with and into Coeptis
Therapeutics, Inc., with Coeptis Therapeutics, Inc. as the surviving corporation of the Merger. As a result of the Merger, the Company
acquired the business of Coeptis Therapeutics, Inc., which now continues its existing business operations as the Company's wholly-owned
subsidiary.

 About the Company's
Subsidiaries. The Company now operates through its direct and indirect subsidiaries SNAP Biosciences, Inc. and GEAR Therapeutics,
Inc., which are majority owned, and Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc. and Coeptis Pharmaceuticals, LLC, which
are wholly owned.

 Company History of Coeptis
Therapeutics, Inc.

 Coeptis Pharmaceuticals,
LLC was formed in July 12, 2017 as a Pennsylvania multi-member limited liability company. On December 1, 2018, the members of LLC contributed
their interest to a newly formed corporation, Coeptis Pharmaceuticals, Inc. As of December 1, 2018, the LLC became a disregarded single-member
limited liability company which is wholly owned by the newly formed corporation. On February 12, 2021, Vinings Holdings, Inc., a Delaware
corporation ("Vinings"), merged (the "Merger") with and into Coeptis Pharmaceuticals, Inc. On July 12, 2021, Vinings
has legally changed its name from Vinings Holdings, Inc. to Coeptis Therapeutics, Inc. Coeptis was the surviving corporation of that Merger.
As a result of the Merger, Vinings acquired the business of Coeptis and will continue the existing business operations of Coeptis as a
wholly owned subsidiary. The Merger was treated as a recapitalization of the Company for financial accounting purposes. The historical
financial statements of Vinings before the Merger were replaced with the historical financial statements of Coeptis before the Merger
in all future filings with the Securities and Exchange Commission (the "SEC").

 Overview and Outlook

 We are a biopharmaceutical
and technology company which owns, acquires, and develops cell therapy technologies for cancer and other diseases. Our products and technologies
are intended to be commercialized in the US and other major markets throughout the world. Since our inception in 2017, we have acquired
and commercialized two drug products for the US market, which were approved as 505b2 applications. These anti-hypertension products were
launched into the US market during 2020 through a marketing partner. At launch, the sales and promotional efforts were significantly impeded
by the limitation of the global pandemic and as such, we have since abandoned all activities and ownership pertaining to both products.
We also began the development of several ANDA products which we divested in 2019 to a larger generic pharmaceutical drug manufacturer
and have moved away from focusing on the commercialization of generic products. In early 2021, we entered into strategic partnerships
to co-develop improved therapies for the auto-immune and oncology markets. Following the reverse merger transaction, we continue to focus
on identifying and investing resources into innovative products and technologies which we believe will significantly transform our current
products and therapies.

 During 2020
and continuing through 2021, we faced several operational challenges related to the COVID-19 global pandemic, which we continue to work
to overcome. The launch of both 505b2 products was impacted because of various COVID-19 limitations, most notably field sales personnel
were not able to make healthcare provider visits in person; thereby limiting the awareness of the availability of these products. We explored
and implemented several non-personal promotion efforts, but given the global limitations and dynamics, it was challenging to achieve expected
sales. We have since abandoned all activities and ownership pertaining to both products.

 Vy-Gen-Bio, Inc.

 In May 2021,
we entered into two exclusive option agreements (the "CD38 Agreements") relating to separate technologies designed to improve
the treatment of CD38-related cancers (e.g., multiple myeloma, chronic lymphocytic leukemia, and acute myeloid leukemia) with Vy-Gen-Bio,
Inc. ("Vy-Gen"), a majority-owned subsidiary of Vycellix, Inc., a Tampa, Florida-based private, immuno-centric discovery life
science company focused on the development of transformational platform technologies to enhance and optimize next-generation cell and
gene-based therapies, including T-cell and Natural Killer (NK) cell-based cancer therapies.

 The CD38 Agreements relate to
two separate Vy-Gen drug product candidates, as follows:

 CD38-GEAR-NK.
This Vy-Gen drug product candidate is designed to protect CD38+ NK cells from destruction by anti-CD38 monoclonal antibodies, or mAbs.
CD38-GEAR-NK is an autologous, NK cell-based therapeutic that is derived from a patient's own cells and gene-edited to enable combination
therapy with anti-CD38 mAbs. We believe CD38-GEAR-NK possesses the potential to minimize the risks and side effects from CD38-positive
NK cell fratricide.

 Market
Opportunity. We believe CD38-GEAR-NK could potentially revolutionize how CD38-related cancers are treated, by protecting CD38+ NK
cells from destruction by anti-CD38 mAbs, thereby promoting the opportunity to improve the treatment of CD38-related cancers, including
multiple myeloma, chronic lymphocytic leukemia, and acute myeloid leukemia.

 Multiple myeloma
is the first cancer indication targeted with CD38-GEAR-NK. The global multiple myeloma market was $19.48B in 2018 and is expected to reach
$31B by 2026 [Source: Fortune Business Reports].

 CD38-Diagnostic.
This Vy-Gen product candidate is an in vitro diagnostic tool to analyze if cancer patients might be appropriate candidates for anti-CD38
mAb therapy. CD38-Diagnostic is an in vitro screening tool that provides the ability to pre-determine which cancer patients are most likely
to benefit from targeted anti-CD38 mAb therapies, either as monotherapy or in combination with CD38-GEAR-NK. CD38-Diagnostic also has
the potential to develop as a platform technology beyond CD38, to identify patients likely to benefit for broad range of mAb therapies
across myriad indications.

 Market
Opportunity. We believe CD38-Diagnostic provides opportunity to make more cost-effective medical decisions for the treatment of B
cell malignancies with high CD38 expression, including multiple myeloma, which may help to avoid unnecessary administration of anti-CD38
therapies. CD38-Diagnostic could prevent patients from being subjected to ineffective therapy and enable significant savings to healthcare
systems.

 CD38-Diagnostic
could be offered as an in-vitro diagnostic for determining patient suitability and likelihood of positive treatment outcomes for CD38-GEAR-NK
and/or CD38 monoclonal antibody therapies.

 On September
28, 2023, we received FDA's response to our 513(g) request for information submission pertaining to the classification of the CD38-Diagnostic.
The CD38-Diagnostic has been designated a Class II type device. The confirmation of this classification is beneficial as we're now
better able to plan for and execute future development activities.

 GEAR-NK
Product Overview. GEAR-NK is an autologous, gene-edited, natural killer cell-based therapeutic development platform that allows
for modified NK cells to be co-administered with targeted mAbs, which, in the absence of the GEAR-NK, would otherwise be neutralized by
mAb therapy.

 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.

 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.

 Deverra Therapeutics, Inc.

 On August
16, 2023, the Company entered into an exclusive licensing arrangement (the "License Agreement") with Deverra Therapeutics
Inc. ("Deverra"), pursuant to which the Company completed the exclusive license of key patent families and related intellectual
property related to a proprietary allogeneic stem cell expansion and directed differentiation platform for the generation of multiple
distinct immune effector cell types, including natural killer (NK) and monocyte/macrophages. The License Agreement provides the Company
with exclusive rights to use the license patents and related intellectual property in connection with development and commercialization
efforts in the defined field of use (the "Field") of (a) use of unmodified NK cells as anti-viral therapeutic for viral infections,
and/or as a therapeutic approach for treatment of relapsed/refractory AML and high-risk MDS; (b) use of Deverra's cell therapy platform
to generate NK cells for the purpose of engineering with Coeptis SNAP-CARs and/or Coeptis GEAR Technology; and (c) use of Deverra's
cell therapy platform to generate myeloid cells for the purpose of engineering with the Company's current SNAP-CAR and GEAR technologies.
In support of the exclusive license, the Company also entered into with Deverra (i) an asset purchase agreement (the "APA")
pursuant to which the Company purchased certain assets from Deverra, including but not limited to two Investigational New Drug (IND) applications
and two Phase 1 clinical trial stage programs (NCT04901416, NCT04900454) investigating infusion of DVX201, an unmodified natural killer
(NK) cell therapy generated from pooled donor CD34+ cells, in hematologic malignancies and viral infections and (ii) a non-exclusive sublicense
agreement (the "Sublicense Agreement"), in support of the assets obtained by the exclusive license, pursuant to which the
Company sublicensed from Deverra certain assets which Deverra has rights to pursuant a license agreement ("FHCRC Agreement")
by and between Deverra and The Fred Hutchinson Cancer Research Center ("FHCRC").

 As consideration for the transactions
described above, the Company paid Deverra approximately $570,000 in cash, issued to Deverra 4,000,000 shares of the Company's common
stock and assumed certain liabilities related to the ongoing clinical trials. Total consideration paid was $4,937,609, which was fully
expensed in accordance with ASC 730, and is reflected within research and development in the accompanying consolidated statements of operations
for the year ended December 31, 2023. In addition, in accordance with the terms of the Sublicense Agreement, the Company agreed to pay
FHCRC certain specified contingent running royalty payments and milestone payments under the FHCRC Agreement, in each case to the extent
such payments are triggered by the Company's development activities.

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.

 Vici Health Sciences, LLC.

 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.

 Our Results of Operations

 In General

 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.

 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.

 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.

 Comparison of the years
ended December 31, 2024 and December 31, 2023.

 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.

 Operating Expenses.

 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.

 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.

 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.

 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.

 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.

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this
Item.

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The financial statements
required to be filed pursuant to this Item 8 are appended to this report and are incorporated herein by reference. An index of those
consolidated financial statements is found in Item 15 of Part IV of this Annual Report on Form 10-K.

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 As previously
disclosed, in connection with the Merger and the adoption of Coeptis' historical business as that of the Company, Turner, Stone
& Company, L.L.P, Coeptis Therapeutics, Inc.'s independent registered public accounting firm, became our auditors.

 As previously
disclosed in a Current Report on Form 8-K filed on September 30, 2024, the Company, with the approval of the Audit Committee of the Company
and the approval of the Board of Directors of the Company, the Company engaged Astra Audit & Advisory, LLC ("Astra") as
the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2024. The Company
dismissed Turner, Stone & Company, LLP ("Turner") as the Company's independent registered public accounting firm.

 ITEM 9A.

 CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 Disclosure
controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act are controls and other procedures that are
designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive
and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required
disclosure.

 Our management,
with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal
financial officer) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual
Report on Form 10-K. Based upon that evaluation, and as a result of the remediation efforts following the 2023 self-diagnosed material
weaknesses described below, our principal executive officer and principal financial officer concluded that, as of December 31, 2024, our
disclosure controls and procedures were effective.

 Management's Annual Report on Internal Control
Over Financial Reporting

 Management
is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f)
under the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. In making this assessment, management
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control –
Integrated Framework (2013 Framework). Based on this assessment, management concluded that, as of December 31, 2024, the Company's
internal control over financial reporting was effective. In the prior year, the Company self-diagnosed two material weaknesses as of December
31, 2023. These weaknesses were not issued by our independent auditors, Turner, Stone & Company, LLP. A material weakness is a deficiency
or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material
misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The Company
self-identified the following material weaknesses as of December 31, 2023:

 1.

 The Company's system of internal controls, as designed and implemented, is not operating effectively. The Company continues to improve and implement (i) segregation of duties and evidence of fiduciary oversight related to the financial statement close process, cash disbursements process, contract approval process and time and expense reimbursement process; (ii) formally documented accounting policies and procedures that are effective and consistently applied in accordance with GAAP; and (iii) effective controls and resources to address the accounting requirements for new accounting pronouncements.

 2.

 The Company's financial statement close process and disclosure controls and procedures, including the secondary review and approval of financial information generated to prepare the consolidated financial statements, are ineffective.

 Over the course
of the year ended December 31, 2024, the Company has worked toward remediation of these self-diagnosed material weaknesses by (i) hiring
additional resources to effectively allow for segregation of duties and highly technical accounting expertise, formally documenting accounting
policies, and ensuring compliance with accounting requirements and (ii) adopting processes and procedures that support a timely financial
statement close, and secondary reviews.

 Changes in Internal Control Over Financial Reporting

worked toward remediation of the self-diagnosed material weaknesses as described above.

 Attestation Report of Independent Registered Public
Accounting Firm

 This Annual
Report on Form 10-K does not include an attestation report of the Company's registered public accounting firm, as non-accelerated
filers are exempt from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act.

 ITEM 9B.

 OTHER INFORMATION

 10b5-1 Plans

 During the quarter ended December
31, 2024, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a "Rule
10b5-1 trading arrangement" as such term is defined in Item 408(a) of Regulation S-K. As of December 31, 2024, the Company did not
have a "Rule 10b5-1 trading arrangement" in effect with respect to its securities.

 Insider Trading Policy

 The Company has adopted insider
trading policies and procedures governing the purchase, sale, and other disposition of its securities, which has been included as an
exhibit to this report and has been posted to the investors and media/corporate governance section of the Company's corporate website
(www.coeptistx.com).

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The following persons are our
executive officers and directors and hold the positions set forth opposite their name.

 Executive Officers and Directors

 Age

 Position

 Chairman, Chief Executive Officer and President

 Director and Vice President of Operations

 Chief Financial Officer

 Chief Scientific and Medical Officer

 Vice President of Compliance and Secretary

 Tara Maria DeSilva

 David Mehalick — Chairman,
Chief Executive Officer and President: Mr. Mehalick has over 30 years of experience across a variety of industries including
life sciences, technology, financial services, military contracting, entertainment, and consumer products. He has served as our Chief
Executive Officer since October 2016. Since March 2004, Mr. Mehalick has served as the Managing Director of Steeltown Consulting Group,
a business consulting company through which he advises clients on business organizational and management strategies and solutions. Mr.
Mehalick was the Chief Financial Officer of Information Technology Procurement Sourcing, Inc. ("ITPS"), a computer hardware
and software company, from March 2017 to September 2017. In January 2019, ITPS filed a petition for voluntary reorganization under Chapter
11 of the U.S. Bankruptcy Code. Mr. Mehalick was the First Vice President at Gruntal and Co. from March 1992 to April 1995 and Senior
Vice President at First Union Capital Markets from May 1995 to June 1998 and Senior Vice President at Ferris, Baker Watts, Inc., an investment
banking firm from June 1998 to January 2001. Mr. Mehalick attended the University of Pittsburgh. We believe that Mr. Mehalick's
three decades in business management and more than a decade in life sciences qualifies him to serve as a director of the Company.

 Daniel Yerace — Director
and Vice President of Operations: Dan Yerace is a co-founder of Coeptis Pharmaceuticals and serves as the Vice President
of Operations. Mr. Yerace has over ten years of experience in the pharmaceutical industry and is a key strategist responsible for supply
chain management, business development, portfolio management, and corporate strategy. Mr. Yerace has broad operational experience and
has held leadership positions in procurement, global supply chain management, operations, and business development for small private firms
and fortune 500 multi-national corporations. Prior to joining Coeptis, Mr. Yerace served as Senior Director of Global Supply Chain and
Commercial Business Development for Kadmon Pharmaceuticals. Mr. Yerace holds a bachelor's degree in economics, and a masters of
business administration from Waynesburg University.

 Brian Cogley — Chief
Financial Officer: Mr. Cogley has over 16 years of accounting and finance experience, having previously held positions of
increasing authority at two "Big 4" accounting firms and served on the management teams of multiple companies in diverse industries.
An accountant by training, Mr. Cogley arrives at Coeptis with a career in corporate finance and accounting during which he advised and
led the financial operations for companies spanning multiple industries including life sciences, pharmaceuticals, financial services,
and manufacturing. From February 2022 until joining Coeptis, Mr. Cogley was a Senior Manager, Accounting Advisory at CFGI, LLC where he
served pharmaceutical and financial services clients in technical accounting implementations and execution, interim Controller roles,
interim SEC Reporting Manager roles, segment reporting and carve-out engagements. From 2017-2022 Mr. Cogley held the position of Vice
President of Finance & Accounting at NexTier Bank where he was a member of the Company's senior management team and led its
accounting and finance operations, including the general ledger, financial planning and analysis, internal and external financial reporting,
and human resources. From 2015-2017 Mr. Cogley held the position of Global Cash Manager for Calgon Carbon Corporation, where he was responsible
for all daily cash decisions across the global enterprise. From 2012-2015 Mr. Cogley was a Financial Analyst at TriState Capital Bank
where he was responsible for building its Sarbanes-Oxley control environment, SEC/regulatory reporting and new system implementation,
while also working on various process improvement projects. Mr. Cogley began his career at KPMG, LLP, providing audit and assurance services
to a variety of clients in the financial services industry. Mr. Cogley earned a B.A. with a concentration in accounting and a Master of
Business Administration with a concentration in finance from Duquesne University.

 Colleen Delaney - Chief
Scientific and Medical Officer: Colleen Delaney, M.D., M.Sc. recently joined Coeptis, and brings more than two decades of
experience to the Company. Dr. Delaney, is a trained oncologist and stem cell transplant physician scientist. A highly accomplished and
greatly respected leader, Dr. Delaney is pioneering methods to make umbilical cord blood transplants more available and successful worldwide.
As a trained oncologist and stem cell transplant physician scientist with expertise in the translation of scientific discovery to clinical
practice, she is proficient in all aspects of cell therapy product development, from initial discovery to pre-clinical and Investigational
New Drug (IND)-enabling studies, manufacturing, global regulatory experience, and clinical trial design. She has served on federal advisory
committees focused on multiple cell and gene therapy and acted as a director for several nonprofit associations. In addition to her industry
experience, Dr. Delaney is a clinical professor at the University of Washington, Division of Pediatric Hematology/Oncology, and is an
affiliate and former professor at the Fred Hutchinson Cancer Research Center, where she also held the Madeline Dabney Adams Endowed Chair
in Acute Myeloid Leukemia research. She earned her B.A in Molecular Biology and Biochemistry from Wesleyan University, her MSc in Social
Research and Social Policy from Oxford University and her M.D. from Harvard Medical School.

 On March 21, 2025, Colleen Delaney submitted
her resignation from her role as Chief Medical and Scientific Officer at the Company, effective March 24, 2025. Ms. Delaney,
who has been employed by the Company since August 2023, is resigning to pursue another business opportunity. She will continue
on a consulting basis to provide transition services to the Company for up to six months.

 Christine Sheehy — Vice
President of Compliance and Secretary: Ms. Sheehy has over 25 years of experience in the pharmaceutical business, including
globally commercializing drug products and working in development of targeted therapeutics including cell and gene therapies. Since 2017,
she has served as our Director, Chief Financial Officer and Secretary. From 2010 to 2016, Ms. Sheehy served as the Senior Vice-President
of Operations for Kadmon Pharmaceuticals, a clinical and commercial phase pharmaceutical company. From 2001 to 2010, she served as the
Vice-President of Operations of Three Rivers Pharmaceuticals, a start-up pharmaceutical company which was acquired by Kadmon Pharmaceuticals
in 2010. During that time, she launched branded and generic products in the U.S., leading the operational business. Ms. Sheehy earned
a bachelor's degree in accounting from Penn State University.

 Christopher Calise –
Director: Mr. Calise has served as a director since our inception, and has remained a member of the Company's board
of directors following the Merger. He has over 15 years of experience in the finance and insurance industries and has been responsible
for setting the strategic vision for Crown Global, a domestic and international private placement insurance holding company, as well as
overseeing its day-to-day management, including finance, operations and sales, since 2010. He also works closely with both internal and
external sales and marketing in the development of new product initiatives, as well as evaluating new markets. Prior to joining Crown
Global, Mr. Calise was a principal at LSC Investors, LLC, from 2001 to 2009, where he advised The Second City, Inc. and Narciso Rodriguez
and restructured Phillips de Pury & Luxembourg, a large global auction house. From 1999 to 2001, he was an associate with Crown Capital
Group, Inc., a private equity investment firm focused on assisting middle-market companies build value over the long term and was one
of the founding members of Fresh Direct, LLC. Mr. Calise was also a consultant with the Industrial Products Group at PriceWaterhouse in
its Chicago office, from 1997 to 1999. Mr. Calise is a member of the board of Song4Life and Student Finance League Inc. Mr. Calise received
a Bachelor of Arts in Economics from the University of Chicago, as well as certifications in insurance and finance. We believe Mr. Calise
is qualified to serve as our director due to his operational and executive experience.

 Tara Maria DeSilva, Ph. D. –
Director: Dr. DeSilva has been an Associate Professor at the Cleveland Clinic and Case Western Reserve University School
of Medicine since March 2016. She serves as Vice Chair for the Department of Neurosciences, Lerner Research Institute, Cleveland Clinic.
She was an Assistant Professor at University of Alabama at Birmingham from January 2010 to February 2016. Dr. DeSilva receives funding
from the National Institutes of Health, National Science Foundation, and the National Multiple Sclerosis Society. She serves on many government
and foundation scientific grant review panels including the National Institutes of Health and National Multiple Sclerosis Society. Dr. DeSilva
received her B.S. in Biochemistry from Albright College, her M.S. and Ph. D. in Biological Chemistry from the University of Pennsylvania
and completed her postdoctoral training at Children's Hospital Boston, Harvard Medical School. We believe Dr. DeSilva is well qualified
to serve on the board due to her expertise in neuroscience and research.

 Philippe Deschamps –
Director: Mr. Deschamps is an experienced healthcare executive who has served as CEO of four companies over the last 20 years.
Since March 2022, Mr. Deschamps has served as the President and CEO of ChitogenX Inc. (formerly Ortho Regenerative Technologies), where
he is focused primarily on expansion of commercial uses for the company's proprietary bio-polymer drug combination products. From
2012 to 2020, he co-founded and served as CEO of Helius Medical Technologies (Nasdaq: HSDT), a neurotech company. From 2002 to 2011, he
served as President and CEO of GSW Worldwide, a leading healthcare commercialization company, and from 2011 to 2012 served as CEO of MediMedia
Health, a private equity owned company. Prior to his CEO experience he spent 13 years at Bristol-Myers Squibb (NYSE: BMY) from 1986 to
1998, including serving as director of neuroscience marketing from where he oversaw the company's neuroscience products including
BuSpar and Serzone and Stadol NS. Mr. Deschamps also holds the position as President of Deschamps Global Commercialization LLC, a healthcare
commercialization consulting company he founded where he has served clients as a consultant in the pharmaceutical and medical tech industries
from 2020 to 2022. Mr. Deschamps received a BSc. from the University of Ottawa in Canada. We believe Mr. Deschamps is well qualified to
serve on the board due to his extensive experience in the healthcare industry and his public company experience.

 Christopher Cochran –
Director: Mr. Cochran is currently the President of BluChip Solutions, a provider of IT solutions for complex problems, an
entity that he founded in 2008. From March 2012 to May 2013, Mr. Cochran held leadership positions within different companies, including
serving as the EVP of Sales & Marketing for Velocity World Media, a private experiential television network. Additionally, from March
2010 to February 2012, Mr. Cochran worked as an Enterprise Cloud Sales Executive for Hewlett Packard Enterprise. From April 2008 to January
2010, Mr. Cochran served as the Executive Director of Sales and Operations for ASGN Inc. (NYSE: ASGN), formerly Apex Systems, a leading
provider of IT services. From 2008 to 2010, Mr. Cochran worked at Mastech Digital (Nasdaq: MHH), a publicly-traded company, where he held
various roles, including Senior Vice President of Global Sales and Operations from February 2004 to April 2008, where he reported directly
to the CEO. From May 2014 to May 2016, Mr. Cochran served on the Board of Trustees for the Pine-Richland Opportunities Fund, a non-profit
educational foundation providing staff grants and student scholarships, and he currently serves as Director of the Christian Cochran Legacy
Fund through the Pittsburgh Foundation. Mr. Cochran received his Bachelor of Science in Public Administration and International Law from
the University of Tennessee in 1993. We believe Mr. Cochran is well qualified to serve on the board due to his public company experience
and expertise in business operations.

 Gene Salkind, M.D. –
Director: Mr. Salkind has been a practicing neurosurgeon within the Philadelphia area for more than 35 years. He graduated
from the University of Pennsylvania in 1974 with a B.A., Cum Laude, and received his medical degree from the Lewis Katz School of Medicine
in 1979. He returned to the University of Pennsylvania for his neurosurgical residency, and in 1985 was selected as the Chief Resident
in Neurosurgery at the Hospital of the University of Pennsylvania. Since 1985, Dr. Salkind has served in a university affiliated practice
of general neurological surgery. Since 2005, Dr. Salkind has served as the Chief of Neurosurgery at Holy Redeemer Hospital. He previously
served as the Chief of Neurosurgery at Albert Einstein Medical Center and Jeanes Hospital in Philadelphia in the late 1990s. He has authored
numerous peer reviewed journal articles and has given lectures throughout the country on various neurosurgical topics. He has also held
professorships at the University of Pennsylvania, the Allegheny Health Education and Research Foundation, and is currently at the Lewis
Katz School of Medicine. Since 2019, Dr. Salkind has also been on the board of directors of Cure Pharmaceutical Corporation (OTCMKTS:
CURR), a biopharmaceutical company focusing on the development and manufacturing of drug formulation and drug delivery technologies in
novel dosage forms, and has been the Chairman of Mobiquity Technologies Inc. (Nasdaq: MOBQ), a leading provider of next-generation advertising
technology. Dr. Salkind is also a member of the Strategic Advisory Board of BioSymetrics Inc., a company that has built data servicing
tools to benefit health and health and hospital systems, biopharma, drug discovery, and the precision medicine field. In addition, from
2004 to 2019, Dr. Salkind served as a board member of Derm Tech International, a global leader in non-invasive dermatological molecular
diagnostics. We believe Dr. Salkind is well qualified to serve on the board due to his expertise in life science industry.

 Independence of the Board

 The Common
Stock is listed on Nasdaq. Under the rules of Nasdaq, independent directors must comprise a majority of a listed company's board
of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company's
audit, compensation and nominating and corporate governance committees be independent. Under the rules of Nasdaq, a director will only
qualify as an "independent director" if, in the opinion of that company's board of directors, that person does not have
a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit
committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 of the Exchange Act and the
rules of Nasdaq. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under
the Exchange Act and the rules of Nasdaq.

 In order to
be considered independent for purposes of Rule 10A-3 under the Exchange Act and under the rules of Nasdaq, a member of an audit
committee of a listed company may not, other than in his or her capacity as a member of the committee, the board of directors, or any
other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company
or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

 To be considered
independent for purposes of Rule 10C-1 under the Exchange Act and under the rules of Nasdaq, the board of directors must affirmatively
determine that the member of the compensation committee is independent, including a consideration of all factors specifically relevant
to determining whether the director has a relationship to the company which is material to that director's ability to be independent
from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of
compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director; and
(ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

has undertaken a review of the independence of each director and considered whether each director of the Company has a material relationship
with the Company that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities.
As a result of this review, Tara Maria DeSilva, Philippe Deschamps, Christopher Cochran and Gene Salkind are considered "independent
directors" as defined under the listing requirements and rules of Nasdaq and the applicable rules of the Exchange Act and Christopher
Calise is considered an "independent director" as defined under the listing requirements and rules of Nasdaq.

 Committees of the Company Board

Board has an audit committee, compensation committee and nominating and corporate governance committee. All of the committees will comply
with all applicable requirements of the Sarbanes-Oxley Act, Nasdaq and SEC rules and regulations as further described below. The responsibilities
of each of the committees of the Company Board is described below. Members will serve on these committees until their resignation or until
as otherwise determined by the Company Board.

 Audit Committee

Board has an audit committee. The audit committee currently consists of Philippe Deschamps, Christopher Cochran and Gene Salkind, with
Mr. Deschamps serving as the chair of the committee. Each of the members of the Company's audit committee satisfy the requirements
for independence and financial literacy under the applicable rules and regulations of the SEC and rules of Nasdaq. The Company also determines
that Mr. Deschamps qualifies as an "audit committee financial expert" as defined in the SEC rules and will satisfy the financial
sophistication requirements of Nasdaq. The Company's audit committee will be responsible for, among other things:

 appointing (and recommending that the Company Board submit for stockholder ratification, if applicable) compensate, retain and oversee the work performed by the independent auditor retained for the purpose of preparing or issuing an audit report or performing other audit or audit-related services;

 reviewing the performance and independence of the independent auditor;

 pre-approving all audit, review, and non-audit services (including any internal control-related services) to be provided to the Company or its subsidiaries by the independent auditor;

 discussing the scope and results of the audit with the independent registered public accounting firm and reviewing, with management and the independent registered public accounting firm, the Company's interim and year-end financial statements;

 developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

 reviewing the Company's policies on and overseeing risk assessment and risk management, including enterprise risk management; and

 reviewing the adequacy and effectiveness of internal control policies and procedures and the Company's disclosure controls and procedures.

Board has adopted a written charter for the audit committee, which is available on the Company's website.

 Compensation Committee

Board has a compensation committee. The compensation committee currently consists of Tara Maria DeSilva, Christopher Cochran and Gene
Salkind, with Mr. Cochran serving as the chair of the committee. Each of the members of the Company's compensation committee meet
the requirements for independence under the under the applicable rules and regulations of the SEC and rules of Nasdaq. The Company's
compensation committee will be responsible for, among other things:

 developing and reviewing compensation policies and practices applicable to executive officers;

 reviewing, approving or recommending for approval by the Board, compensation for executive officers, including without limitation salary, bonus, incentive compensation, perquisites and equity compensation;

 reviewing, approving and determining compensation and benefits, including equity awards, to directors for service on the Company Board or any committee thereof;

 supervising, administering and evaluating incentive, equity-based and other compensatory plans of the Company in which executive officers and key employees participate; and

 reviewing, approving and making recommendations to the Company Board regarding incentive compensation and equity compensation plans

Board has adopted a written charter for the compensation committee, which is available on its website.

 Nominating and Corporate
Governance Committee

Board has a nominating and corporate governance committee. The nominating and corporate governance committee currently consists of Tara
Maria DeSilva, Philippe Deschamps and Christopher Cochran, with Mr. Cochran serving as the chair of the committee. Each of the members
of the nominating and corporate governance committee meets the requirements for independence under the applicable rules and regulations
of the SEC and rules of Nasdaq. The nominating and corporate governance committee is responsible for, among other things:

 identifying individuals qualified to become Board members, consistent with criteria approved by the Board;

 recommending to the Board the persons to be nominated for election as directors by stockholders and the persons (if any) to be elected by the Board to fill any vacancies on the Board;

 recommending to the Board the directors to be appointed to each committee of the Board;

 developing and recommending to the Board corporate governance guidelines; and

 overseeing the evaluation of the Board.

Board has adopted a written charter for the nominating and corporate governance committee, which is available on its website.

 Code of Business Conduct and
Ethics

Board has adopted a Code of Business Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief
Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of the Company's Code
of Business Conduct and Ethics is posted on the Corporate Governance portion of the Company's website. The Company will post amendments
to its Code of Business Conduct and Ethics or waivers of its Code of Business Conduct and Ethics for directors and officers on the same
website or in a current report on Form 8-K.

 Family Relationships

 Christopher
Calise and Tara Maria DeSilva are first cousins. Other than that, there are no family relationships among any of our executive officers
or directors.

 Compensation Committee Interlocks
and Insider Participation

 None of the
Company's officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or
the board of directors of another entity, one of whose officers served on the Company's compensation committee, or (ii) as
a member of the compensation committee of another entity, one of whose officers served on the Company Board.

 Consultants and Advisors

has several fee-for-service consultancy arrangements with highly qualified firms and individuals who provide consulting services in the
areas of regulatory affairs, quality assurance, chemistry, manufacturing and control (CMC), and clinical/medical affairs. We don't
anticipate the expenses related to these agreements to be material to the Company.

 Involvement in Certain Legal
Proceedings

 To our knowledge,
during the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has:

 been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; except that in 2019, a private limited liability company with which Mr. Mehalick had previously held an executive officer position, but from which he had previously resigned and then returned as interim CEO, filed for bankruptcy protection;

 been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

 been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 Indemnification under Certificate
of Incorporation and Bylaws; Indemnification Agreements

 Our bylaws
provide that we will indemnify our directors and officers to the fullest extent permitted by the DGCL, subject to certain exceptions contained
in our bylaws. In addition, our certificate of incorporation provides that our directors will not be liable for monetary damages for breach
of fiduciary duty.

 We intend
to enter into indemnification agreements with each of our directors and executive officers. We expect the indemnification agreement to
provide, among other things, that we will indemnify and hold harmless each person subject to an indemnification agreement (each, an "Indemnified
Party") to the fullest extent permitted by applicable law from and against all losses, costs, liabilities, judgments, penalties,
fines, expenses and other matters that may result or arise in connection with such Indemnified Party serving in his or her capacity as
a director of ours or serving at our direction as a director, officer, employee, fiduciary or agent of another entity. We expect the indemnification
agreement to further provide that, upon an Indemnified Party's request, we will advance expenses to the Indemnified Party to the
fullest extent permitted by applicable law. Pursuant to the indemnification agreement, we will intend that an Indemnified Party is presumed
to be entitled to indemnification and we have the burden of proving otherwise. We also intend to secure and maintain in full force and
effect directors' liability insurance. If indemnification under an indemnification agreement is unavailable to an Indemnified Party
for any reason, we, in lieu of indemnifying the Indemnified Party, will contribute to any amounts incurred by the Indemnified Party in
connection with any claim relating to an indemnifiable event in such proportion as is deemed fair and reasonable in light of all of the
circumstances to reflect the relative benefits received or relative fault of the parties in connection with such event.

 Insofar as
indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 Scientific and Clinical Advisory
Board

 In 2022 we
formed a Scientific Advisory Board, which contributes key guidance on the advancement of our product portfolio. The Scientific Advisory
Board is comprised of three renowned scientific researchers from the Karolinska Institutet, Stockholm, Sweden; Evren Alici, M.D., Ph. D.;
Hans-Gustaf Ljunggren, M.D., Ph. D; and Arnika Kathleen Wagner, Ph. D.

 ITEM 11.

 EXECUTIVE COMPENSATION

 The following
table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers and for years
ended December 31, 2024 and 2023.

 Summary Compensation Table

 Name and

 Principal

 Position

 Year

 Salary

($)

 Bonus

($)

 Stock

Awards

($)

 Option

Awards

($)

 Non-Equity

Incentive

Plan

Compensation ($)

 Non-qualified

Deferred

Compensation

Earnings

($)

 All

Other

Compensation

($)

 Total

($)

 2024

 –

 –

 –

 –

 –

 –

 Chairman, CEO and President

 2023

 –

 –

 –

 –

 –

 –

 2024

 –

 –

 –

 –

 –

 –

 Vice President of Operations

 2023

 –

 –

 –

 –

 –

 –

 2024

 –

 –

 –

 –

 –

 –

 Chief Financial Officer

 2023

 8,000

 –

 –

 –

 –

 –

 208,000

 2024

 –

 –

 –

 –

 –

 –

 Chief Scientific and Medical Officer

 2023

 –

 –

 –

 –

 –

 –

 2024

 83,769

 –

 –

 –

 –

 –

 –

 83,769

 Former Chief Financial Officer

 2023

 150,999

 –

 –

 –

 –

 –

 –

 150,999

 * Ms. Sheehy stepped down as Chief
Financial Officer in 2023 and remains with the Company as Vice President of Compliance and Secretary.

 Employment Agreements with
Directors and Officers

is party to employment agreements with David Mehalick, Colleen Delaney and Daniel Yerace, each of which are described below. The Company
does not currently have employment agreements with any of its other officers and directors.

 David
Mehalick: David Mehalick, our President and Chief Executive Officer, entered into an employment agreement
with Coeptis Therapeutics, Inc. on February 21, 2022 (the "Effective Date") covering Coeptis and its subsidiary, Coeptis Pharmaceuticals.
The employment agreement is in effect immediately and will remain in effect until the termination of the employment agreement by either
party in accordance with Section 5 of the employment agreement. Mr. Mehalick shall report to the Board of Directors and shall have
the duties, responsibilities and authority as may from time to time be assigned to him by the Board of Directors. Under the employment
agreement, Coeptis currently pays to Mr. Mehalick an annualized salary at the rate of $360,000. Mr. Mehalick will also receive a guaranteed
bonus equal to twenty (20%) of his base salary for each calendar year, and will be eligible to receive merit bonuses, certain milestone
bonuses and awards of stock options, restricted stock units or other equity awards pursuant to any plans or arrangements that Coeptis
may have in effect from time to time. The foregoing summary does not purport to be complete and is qualified in its entirety by reference
Mr. Mehalick's employment agreement, which is filed as Exhibit 4.1 to Coeptis' Current Report on Form 8-K filed on February
21, 2022. This employment agreement was assumed by the Company in connection with the Merger.

 Daniel
Yerace: Daniel A. Yerace, our Vice President of Operations, entered into an employment agreement with Coeptis
on the Effective Date covering Coeptis and its subsidiary, Coeptis Pharmaceuticals. The employment agreement is in effect immediately
and will be effective from the Effective Date until the termination of the employment agreement by either party in accordance with Section 5
of the employment agreement. Mr. Yerace reports to the President of Coeptis and has the duties, responsibilities and authority as may
from time to time be assigned to him by Coeptis' President. Under the employment agreement, Coeptis currently pays to Mr. Yerace
an annualized salary at the rate of $360,000. Mr. Yerace will also receive a guaranteed bonus equal to twenty (20%) of his base salary
for each calendar year, and will be eligible to receive merit bonuses, certain milestone bonuses and awards of stock options, restricted
stock units or other equity awards pursuant to any plans or arrangements that Coeptis may have in effect from time to time. The foregoing
summary does not purport to be complete and is qualified in its entirety by reference Mr. Yerace's employment agreement, which is
filed as Exhibit 4.1 to Coeptis' Current Report on Form 8-K filed on February 21, 2022. This employment agreement was
assumed by the Company in connection with the Merger.

 Brian
Cogley: Mr. Cogley joined the Company in 2023. For 2024, Mr. Cogley is currently to receive, (i) an initial
base salary of $200,000 per year, (ii) eligibility for annual discretionary bonus, (iii) participation in the Company's stock incentive
plan with the number of stock options to be determined and (iv) additional benefits generally available to other salaried employees of
the Company. Mr. Cogley's employment is "at will".

 Collen
Delaney: Dr. Delaney joined the Company in 2023. For 2023, Dr. Delaney is currently to receive, (i) an initial base salary of
$360,000 per year, (ii) an annual bonus of 20% of base salary plus eligibility for additional annual discretionary bonus, (iii) participation
in the Company's stock incentive plan with the number of stock options to be determined and (iv) additional benefits generally available
to other salaried employees of the Company. Dr. Delaney's employment is "at will".

 Outstanding Equity Awards at Fiscal Year End

had unexercised options (including stock options that have not vested) to purchase an aggregate of 279,625 shares of Common Stock outstanding
for executive officers, directors, and consultants as of December 31, 2024. The Company had unexercised options to purchase an aggregate
of 82,850 shares of Common Stock outstanding for executive officers, directors, and consultants as of December 31, 2023.

 Employee, Director and Consultant
Stock Plan

 General

 See "ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES - Securities Authorized
for Issuance under Equity Compensation Plans" for a full description of the Company's 2022 Equity Incentive Plan.

 Option Grants and Stock
Awards (each presented on a post reverse stock split basis)

 On January
27, 2023, the Company granted options to purchase an aggregate of 67,875 shares of our common stock under the 2022 Equity Incentive Plan,
to various officers, directors, employees and consultants, at an average exercise price of $32.60 per share.

 On February
1, 2023, the Company also granted a stand-alone option to a former employee to purchase up to 5,000 shares of our common stock at an exercise
price of $200.00 per share. The stand-alone option expired on January 31, 2024.

2, 2023, the Company granted additional options to purchase an aggregate of 15,000 shares of our common stock to two employees at an average
price of $21.40 per share.

 In January
2024, the Company granted options to purchase an aggregate of 76,750 shares of our common stock under the 2022 Equity Incentive Plan,
to various officers, directors, employees and consultants, at an average exercise price of $13.00 per share.

 In June 2024,
the Company granted additional options to purchase an aggregate of 120,000 shares of our common stock to our CEO at an exercise price
of $6.20 per share.

 The
following table provides certain information regarding unexercised options to purchase Common Stock, stock options that have not vested
and equity-incentive plan awards outstanding as of December 31, 2024, for each named executive officer and director.

 Option
 Awards (1)

 Stock
 Awards

 Name

 Number
 of
 Securities
 Underlying
 Unexercised
 Options
 (#) Exercisable

 Number
 of
 Securities
 Underlying
 Unexercised
 Options
 (#) Unexercisable

 Grant Date

 Option

 Exercise
 Price
 ($)

 Option
 Expiration

 Date

 Number of

 Shares or
 Units of
 Stock
 That
 Have Not
 Vested
 (#)

 Market

 Value of
 Shares or
 Units of
 Stock
 That
 Have Not
 Vested
 ($)

 Equity

 Incentive
 Plan
 Awards:
 Number of
 Unearned
 Shares,
 Units or
 Other
 Rights
 That
 Have
 Not
 Vested
 (#)

 Equity

 Incentive
 Plan
 Awards:
 Market or Payout
 Value of
 Unearned
 Shares,
 Units or
 Other
 Rights

 That
 Have Not
 Vested
 ($)

 6,250

 6,250

 35.20

 1/27/2028

 –

 –

 –

 –

 9,374

 9,376

 32.00

 –

 20,000

 12.92

 120,000

 –

 6/13/2024

 6.20

 6/12/2034

 5,000

 5,000

 32.00

 –

 –

 –

 –

 –

 10,000

 12.92

 5,000

 5,000

 32.00

 –

 –

 –

 –

 –

 2,500

 12.92

 1,500

 –

 32.00

 –

 –

 –

 –

 1,750

 –

 12.92

 Tara DeSilva

 1,500

 –

 32.00

 –

 –

 –

 –

 Tara DeSilva

 1,750

 –

 12.92

 1,500

 –

 32.00

 –

 –

 –

 –

 1,750

 –

 12.92

 1,500

 –

 32.00

 –

 –

 –

 –

 1,750

 –

 12.92

 1,500

 –

 32.00

 1,750

 –

 12.92

 –

 –

 –

 –

 1,250

 3,750

 10/02/2023

 21.40

 10/2/2033

 –

 –

 –

 –

 –

 7,500

 12.92

 2,500

 7,500

 10/02/2023

 21.40

 10/2/2033

 –

 20,000

 12.92

 –

 –

 –

 –

 (1) All options
were issued (a) to Mr. Cogley and Dr. Delaney on October 2, 2023 and (b) to the officers and directors on January 27, 2023 (as applicable,
the "Grant Date").

 (2) Includes (i) 12,500 incentive stock options with an exercise price
of $35.20 and an expiration date of January 27, 2028 and (ii) 18,750 nonqualified stock options with an exercise price of $32.00 and an
expiration date of January 27, 2033.

 2024 and 2023 Director Compensation

 Non-employee
directors were each paid a total of $20,000 and $18,333 for service as a director during 2024 and 2023, respectively.

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The following table sets forth
certain information regarding our Common Stock beneficially owned on March 26, 2025 for (i) each stockholder known to be the beneficial
owner of more than 5% of our outstanding common stock; (ii) all directors; (iii) all named executive officers; and (iv) all directors
and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC that deem shares to be beneficially
owned by any person who has voting or investment power with respect to such shares. Shares of common stock subject to options or warrants
that are exercisable as of the date of this Annual Report on Form 10-K or are exercisable within 60 days of such date are deemed to be
outstanding and to be beneficially owned by the person holding such options for the purpose of calculating the percentage ownership of
such person but are not treated as outstanding for the purpose of calculating the percentage ownership of any other person. Applicable
percentage ownership is based on an assumed 3,839,939 shares of common stock outstanding as the date of March 26, 2025, comprised of (i)
3,364,939 issued and outstanding shares of Common Stock and (ii) 475,000 shares of Common Stock that underlie 3,800 shares of our issued
and outstanding Series A Convertible Preferred Stock that are currently convertible and which vote as Common Stock on an as-converted
basis (for beneficial ownership purposes no Series A Preferred Stock conversion or voting limitations have been applied).

 Unless otherwise
indicated and subject to applicable community property and similar laws, we believe that all persons named in the table below have sole
voting and investment power with respect to the voting securities beneficially owned by them.

 Name of Beneficial Ownership (1)

 Shares
 Owned

 Percentage

 Executive Officers and Directors

 274,449
 (2)

 6.89%

 59,282
 (3)

 1.54%

 364,466
 (4)

 9.37%

 Tara DeSilva

 4,675
 (5)

 *

 4,675
 (5)

 *

 4,675
 (5)

 *

 8,886
 (6)

 *

 4,062
 (7)

 *

 56,844
 (8)

 1.48%

 8,125
 (9)

 *

 Officer and Directors as a Group (10 persons)

 790,139

 20.18%

 *

 Less than 1.0%.

 (1)

 Unless otherwise indicated, the business address of each of the individuals is c/o Coeptis Therapeutics, Inc., 105 Bradford Rd, Suite 420, Wexford, PA 15090.

 (2)

 Includes 144,382 (rounded to the nearest share) shares of common stock that are issuable upon exercise of options that are or will become exercisable in the next 60 days. Does not include 55,744 shares of common stock that are issuable upon exercise of options that are not currently exercisable and will not become exercisable in the next 60 days.

 (3)

 Includes 8,751 shares of common stock that are issuable upon exercise of options that are or will become exercisable in the next 60 days. Does not include 21,249 shares of common stock that are issuable upon exercise of options that are not currently exercisable and will not become exercisable in the next 60 days.

 (4)

 Includes (i) 49,500 shares of common stock that are owned by CJC Investment Trust (a trust in which Mr. Calise is a control person), (ii) 47,106 shares of common stock that are issuable under currently exercisable warrants and (iii) 4,675 shares of common stock that are issuable upon exercise of options that are or will become exercisable in the next 60 days. Does not include 4,275 shares of common stock that are issuable upon exercise of options that are not currently exercisable and will not become exercisable in the next 60 days.

 (5)

 Represents 4,675 shares of common stock that are issuable upon exercise of options that are or will become exercisable in the next 60 days. Does not include 4,275 shares of common stock that are issuable upon exercise of options that are not currently exercisable and will not become exercisable in the next 60 days.

 (6)

 Includes (i) 4,211 shares of common stock that are held as JTWROS with Catherine Salkind, and (ii) 4,675 shares of common stock issuable upon exercise of options that are or will become exercisable in the next 60 days. Does not include 4,275 shares of common stock that are issuable upon exercise of options that are not currently exercisable and will not become exercisable in the next 60 days.

 (7)

 Represents 4,062 shares of common stock that are issuable upon exercise of options that are or will become exercisable in the next 60 days. Does not include 17,969 shares of common stock that are issuable upon exercise of options that are not currently exercisable and will not become exercisable in the next 60 days.

 (8)

 Includes 6,313 shares of common stock that are issuable upon exercise of options that are or will become exercisable in the next 60 days. Does not include 7,187 shares of common stock that are issuable upon exercise of options that are not currently exercisable and will not become exercisable in the next 60 days.

 (9)

 Represents 8,125 shares of common stock that are issuable upon exercise of options that are or will become exercisable in the next 60 days. Does not include 21,875 shares of common stock that are issuable upon exercise of options that are not currently exercisable and will not become exercisable in the next 60 days.

 Changes in Control

 We are not
aware of any arrangements or a party to arrangements, including any pledge by any person of our securities, the operation of which may
at a subsequent date result in a change of control.

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 For purposes
of this section of this Annual Report on Form 10-K, "Predecessor" refers to the Company before giving effect to the Merger,
and the term "Coeptis" refers to Coeptis Therapeutics, Inc., before giving effect to the Merger.

 Predecessor Related Person
Transactions Prior to the Merger

 In connection
with the Merger, Predecessor's sponsor, officers and directors and/or their affiliates were reimbursed for certain out-of-pocket
expenses incurred in connection with activities on Predecessor's behalf.

 Predecessor
has entered into a registration and shareholder rights agreement with respect to the Private Placement Warrants, the warrants issuable
upon conversion of working capital loans (if any) and the shares issuable upon exercise of the foregoing and upon conversion of the founder
shares.

 Coeptis Related Person Transactions
Prior to the Merger

 Prior to the
closing of the merger in 2021 involving Coeptis and an entity named Vinings Holdings, Inc. (which is now Coeptis Therapeutics, Inc.),
Vinings had a 100% ownership interest in an entity named NDYN Delaware, Inc. In December 2020, prior to the closing of the 2021 merger,
Vinings divested its 100% ownership interest NDYN Delaware, LLC to Sterling Acquisition I, LLC, an entity controlled by Vinings'
then control person Erik Nelson. The divestiture was accomplished through the sale of all of Vinings' share ownership of NDYN Delaware,
Inc. pursuant to a Divestiture Agreement, a copy of which is attached as Exhibit 10.1 to Vinings Holdings Inc.'s Current Report
on Form 8-K that was filed on December 31, 2020.

 On February
12, 2021, David Mehalick purchased 8,000 shares of Series B Preferred Stock from Coral Investment Partners, LP for an aggregate purchase
price of $1,000. These shares of Series B Preferred Stock were exchanged for our Common Stock in connection with the closing of the Merger.

 Director Independence and Committees

 The Common
Stock is listed on Nasdaq. Under the rules of Nasdaq, independent directors must comprise a majority of a listed company's board
of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company's
audit, compensation and nominating and corporate governance committees be independent. Under the rules of Nasdaq, a director will only
qualify as an "independent director" if, in the opinion of that company's board of directors, that person does not have
a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit
committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 of the Exchange Act and the
rules of Nasdaq. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under
the Exchange Act and the rules of Nasdaq.

 In order to
be considered independent for purposes of Rule 10A-3 under the Exchange Act and under the rules of Nasdaq, a member of an audit
committee of a listed company may not, other than in his or her capacity as a member of the committee, the board of directors, or any
other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company
or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

 To be considered
independent for purposes of Rule 10C-1 under the Exchange Act and under the rules of Nasdaq, the board of directors must affirmatively
determine that the member of the compensation committee is independent, including a consideration of all factors specifically relevant
to determining whether the director has a relationship to the company which is material to that director's ability to be independent
from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of
compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director; and
(ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

has undertaken a review of the independence of each director and considered whether each director of the Company has a material relationship
with the Company that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities.
As a result of this review, Tara Maria DeSilva, Philippe Deschamps, Christopher Cochran and Gene Salkind are considered "independent
directors" as defined under the listing requirements and rules of Nasdaq and the applicable rules of the Exchange Act and
Christopher Calise is considered an "independent director" as defined under the listing requirements and rules of Nasdaq.

 Code of Business Conduct and
Ethics

Board has adopted a Code of Business Conduct and Ethics that applies to all of its employees, officers and directors, including its Chief
Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of the Company's Code
of Business Conduct and Ethics is posted on the Corporate Governance portion of the Company's website. The Company will post amendments
to its Code of Business Conduct and Ethics or waivers of its Code of Business Conduct and Ethics for directors and officers on the same
website or in a current report on Form 8-K.

 Family Relationships

 Christopher
Calise and Tara Maria DeSilva are first cousins. Other than that, there are no family relationships among any of our executive officers
or directors.

 Compensation Committee Interlocks
and Insider Participation

 None of the Company's
officers currently serves, or has served in the past year, (i) as a member of the compensation committee or the board of directors
of another entity, one of whose officers served on the Company's compensation committee, or (ii) as a member of the compensation
committee of another entity, one of whose officers served on the Company Board.

 Consultants and Advisors

has several fee-for-service consultancy arrangements with highly qualified firms and individuals who provide consulting services in the
areas of regulatory affairs, quality assurance, chemistry, manufacturing and control (CMC), and clinical/medical affairs. We don't
anticipate the expenses related to these agreements to be material to the Company.

 Involvement in Certain Legal
Proceedings

 To our knowledge,
during the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has:

 been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; except that in 2019, a private limited liability company with which Mr. Mehalick had previously held an executive officer position, but from which he had previously resigned and then returned as interim CEO, filed for bankruptcy protection;

 been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

 been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 Indemnification under Certificate
of Incorporation and Bylaws; Indemnification Agreements

 Our bylaws
provide that we will indemnify our directors and officers to the fullest extent permitted by the DGCL, subject to certain exceptions contained
in our bylaws. In addition, our certificate of incorporation provides that our directors will not be liable for monetary damages for breach
of fiduciary duty.

 We intend
to enter into indemnification agreements with each of our directors and executive officers. We expect the indemnification agreement to
provide, among other things, that we will indemnify and hold harmless each person subject to an indemnification agreement (each, an "Indemnified
Party") to the fullest extent permitted by applicable law from and against all losses, costs, liabilities, judgments, penalties,
fines, expenses and other matters that may result or arise in connection with such Indemnified Party serving in his or her capacity as
a director of ours or serving at our direction as a director, officer, employee, fiduciary or agent of another entity. We expect the indemnification
agreement to further provide that, upon an Indemnified Party's request, we will advance expenses to the Indemnified Party to the
fullest extent permitted by applicable law. Pursuant to the indemnification agreement, we will intend that an Indemnified Party is presumed
to be entitled to indemnification and we have the burden of proving otherwise. We also intend to secure and maintain in full force and
effect directors' liability insurance. If indemnification under an indemnification agreement is unavailable to an Indemnified Party
for any reason, we, in lieu of indemnifying the Indemnified Party, will contribute to any amounts incurred by the Indemnified Party in
connection with any claim relating to an indemnifiable event in such proportion as is deemed fair and reasonable in light of all of the
circumstances to reflect the relative benefits received or relative fault of the parties in connection with such event.

 Insofar as
indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 Scientific and Clinical Advisory
Board

 In 2022 we
formed a Scientific Advisory Board, which contributes key guidance on the advancement of our product portfolio. The Scientific Advisory
Board is comprised of three renowned scientific researchers from the Karolinska Institutet, Stockholm, Sweden; Evren Alici, M.D., Ph. D.;
Hans-Gustaf Ljunggren, M.D., Ph. D; and Arnika Kathleen Wagner, Ph. D.

 ITEM 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The following table shows
the fees paid or accrued for the audit and other services provided by Astra Audit & Advisory, LLC and Tuner, Stone & Company,
LLP, our independent registered public accounting firms for the years ended December 31, 2024 and 2023, respectively.

 12-31-2024

 12-31-2023

 Audit fees

 $
 159,335

 $
 73,912

 Other Service Fees

 22,949

 145,440

 Total

 $
 182,284

 $
 219,352

 Audit fees
consist of fees billed for services rendered for the audit of our consolidated financial statements included in this Annual Report on
Form 10–K, and reviews of our quarterly condensed consolidated financial statements included in the Company's quarterly filings
on Form 10-Q.

 Other service fees consist
of fees reasonably related to the performance of the audit or review of the Company's consolidated financial statements that are
not reported as "Audit fees", and other miscellaneous items.

 ITEM 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)

 The following documents are filed as part of this report:

 (1)

 Financial Statements—See
 Index to Consolidated Financial Statements at Item 8 of this Annual Report on Form 10-K, beginning on page F-1.

 (2)

 Financial Statement Schedules—Financial statement schedules have been omitted in this Annual Report on Form 10-K because they are not applicable, not required under the instructions, or the information requested is set forth in the consolidated financial statements or related notes thereto.

 (3)

 Exhibits—The exhibits listed in the accompanying index to exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.

 ITEM 16.

 FORM 10-K SUMMARY

 None.

 EXHIBIT INDEX

 Exhibit

 No.

 Description

 2.1

 Agreement and Plan of Merger and Reorganization, dated as of April 18, 2022, by and among Bull Horn Holdings Corp., a British Virgin Island corporation, BH Acquisition Sub, a Delaware corporation and Coeptis Therapeutics, Inc., a Delaware corporation (incorporated by reference from Exhibit 2.1 to Bull Horn Holdings Corp.'s Current Report on Form 8-K, as filed with the SEC on April 19, 2022)

 2.2

 Certificate of Merger as filed with the Delaware Secretary of State effective October 28, 2022 (incorporated by reference to Exhibit 2.2 of Coeptis Therapeutics Holdings, Inc.'s Form 8-K, filed with the SEC on November 3, 2022)

 3.1

 Amended and Restated Certificate of Incorporation of Coeptis Therapeutics Holdings, Inc. (incorporated by reference to Exhibit 3.1 of Coeptis Therapeutics Holdings, Inc.'s Form 8-K, filed with the SEC on November 3, 2022)

 3.2

 Certificate of Incorporation of Coeptis Therapeutics, Inc. (incorporated by reference from the Certificate of Merger included at Exhibit 2.2 to the Current Report on Form 8-K)

 3.3

 Amended and Restated Bylaws of Coeptis Therapeutics Holdings, Inc. (incorporated by reference to Exhibit 3.3 of Coeptis Therapeutics Holdings, Inc.'s Form 8-K, filed with the SEC on November 3, 2022)

 10.1

 Registration Rights Agreement, dated October 29, 2020, by and among Bull Horn and certain security holders (incorporated by reference to Exhibit 10.3 of Bull Horn's Form 8-K, filed with the SEC on November 3, 2020).

 10.2

 Private Placement Warrants Purchase Agreement, dated October 29, 2020, by and between Bull Horn and Imperial Capital LLC, I-Bankers Securities, Inc. and Northland Securities, Inc. (incorporated by reference to Exhibit 10.4 of Bull Horn's Form 8-K, filed with the SEC on November 3, 2020).

 10.3

 Private Placements Warrants Purchase Agreement, dated October 29, 2020, by and between Bull Horn and Sponsor (incorporated by reference to Exhibit 10.5 of Bull Horn's Form 8-K, filed with the SEC on November 3, 2020).

 10.4

 Co-Development Option Purchase Agreement (SNP) between Coeptis and Vy-Gen Bio, Inc. (incorporated by reference to Exhibit 4.1 to Coeptis Therapeutics, Inc.'s Form 8-K, filed with the SEC on May 11, 2021).

 10.5

 Co-Development Option Purchase Agreement (GEAR) between Coeptis and Vy-Gen Bio, Inc. (incorporated by reference to Exhibit 4.2 to Coeptis' Form 8-K, filed with the SEC on May 11, 2021).

 10.6

 Amendment No. 1 to Co-Development Option Purchase Agreement (SNP) between Coeptis and VyGen-Bio, Inc. (incorporated by reference to Exhibit 4.1 to Coeptis Therapeutics, Inc.'s Form 8-K, filed with the SEC on August 19, 2021).

 10.7

 Co-development and Steering Committee Agreement with VyGen-Bio, Inc. (incorporated by reference to Exhibit 4.1 to Coeptis' Therapeutics, Inc.'s Form 8-K, filed with the SEC on December 27, 2021).

 10.8

 Employment Agreement between Coeptis and David Mehalick (incorporated by reference to Exhibit 4.1 to Coeptis Therapeutics, Inc.'s Form 8-K filed with the SEC on February 25, 2022).

 10.9

 Employment Agreement between Coeptis and Daniel Yerace (incorporated by reference to Exhibit 4.2 to Coeptis Therapeutics, Inc.'s Form 8-K filed with the SEC on February 25, 2022).

 10.10

 2022 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 of Coeptis Therapeutics Holdings, Inc.'s Form 8-K, filed with the SEC on November 3, 2022)

 10.11

 Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of Coeptis Therapeutics Holdings, Inc.'s Form 8-K, filed with
 the SEC on October 27, 2023)

 10.12

 Registration Rights Agreement (incorporated
 by reference to Exhibit 10.2 of Coeptis Therapeutics Holdings, Inc.'s Form 8-K, filed with the SEC on October 27, 2023)

 10.13

 Form of Placement Agency Agreement (incorporated
 by reference to Exhibit 10.4 of Coeptis Therapeutics Holdings, Inc.'s Form 8-K, filed with the SEC on October 27, 2023)

 10.14

 Form of Warrant Amendment Agreement (incorporated
 by reference to Exhibit 10.5 of Coeptis Therapeutics Holdings, Inc.'s Form 8-K, filed with the SEC on October 27, 2023)

 10.15

 License Agreement, dated as of August 16, 2023, by and between Coeptis Therapeutics Holdings, Inc. and Deverra Therapeutics, Inc. (incorporated by reference to Exhibit 10.1 of Coeptis Therapeutics
 Holdings, Inc.'s Form 8-K, filed with the SEC on August 22, 2023)

 10.16

 Sublicense
 Agreement, dated as of August 16, 2023, by and between Coeptis Therapeutics Holdings, Inc. and Deverra Therapeutics, Inc.
 (incorporated by reference to Exhibit 10.2 of Coeptis Therapeutics Holdings, Inc.'s Form 8-K, filed with the SEC on August 22,
 2023)

 10.17

 Asset Purchase Agreement, dated as of August 16, 2023, by and between Coeptis Therapeutics Holdings, Inc. and Deverra Therapeutics, Inc. (incorporated
 by reference to Exhibit 10.3 of Coeptis Therapeutics Holdings, Inc.'s Form 8-K, filed with the SEC on August 22, 2023)

 19.1

 Insider Trading Policies and Procedures

 21.1

 Subsidiaries of Coeptis Therapeutics Holdings, Inc. *

 31.1

 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

 31.2

 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

 32.1

 Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

 32.2

 Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

 101.INS

 101.SCH

 101.CAL

 101.LAB

 101.PRE

 101.DEF

 *

 Filed herewith

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

 Date: March 27, 2025

 By:

 /s/ David Mehalick

 Chief Executive Officer
 (Principal Executive Officer)

 Date: March 27, 2025

 By:

 /s/ Brian Cogley

 Chief Financial Officer
 (Principal Financial and Accounting Officer)

 Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant
in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ David Mehalick

 Chief Executive Officer

 (Principal Executive Officer) and Director

 /s/ Brian Cogley

 Chief Financial Officer

 (Principal Financial and Accounting Officer) and Director

 /s/ Daniel Yerace

 /s/ Christopher Calise

 /s/ Christopher Cochran

 /s/ Philippe Deschamps

 /s/ Tara DeSilva

 Tara DeSilva

 /s/ Gene Salkind

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Coeptis Therapeutics Holdings, Inc.

 Consolidated Financial Statements

 Years Ended December 31, 2024 and 2023

 Pages

 Report of Independent Registered Public Accounting Firm PCAOB Firm ID 6920

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

 Consolidated Statements of Stockholders' Equity for the years ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Board
of Directors and

 Stockholders
of Coeptis Therapeutics Holdings, Inc.

 Opinion
on the Financial Statements

 We have
audited the accompanying consolidated balance sheets of Coeptis Therapeutics Holdings, Inc (the Company) as of December 31, 2024, and
the related consolidated statements of operations, stockholders' equity, and cash flows for the year December 31, 2024, and the
related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows
for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The accompanying
financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has incurred net losses, negative operating cash flows, and working capital deficits. These conditions raise
substantial doubt about its ability to continue as a going concern. Management's plans regarding these matters are also described
in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted
our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we
are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audit
included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a
reasonable basis for our opinion.

 Astra
Audit and Advisory LLC

 We have served as the Company's auditor since
2024.

 Tampa,
Florida

 F- 2

 Your Vision Our Focus

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Stockholders and Board of Directors of

 Coeptis Therapeutics Holdings, Inc.

 Opinion on the Consolidated Financial Statements

 We have audited the accompanying consolidated
balance sheets of Coeptis Therapeutics Holdings, Inc. (the "Company") as of December 31, 2023 and 2022 and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the two years in the period ended December 31, 2023,
and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated
financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023
and 2022, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31,
2023, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 of the notes to consolidated financial
statements, the Company has suffered recurring losses from operations since inception and has insufficient working capital to fund future
operations both of which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

 Basis for Opinion

 These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 Turner,
 Stone & Company, L.L.P.

 Accountants
and Consultants

 12700
Park Central Drive, Suite 1400

 Dallas,
Texas 75251

 Telephone:
972-239-1660 Facsimile: 972-239-1665

 Toll
Free: 877-853-4195

 Web
site: turnerstone.com

 F- 3

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatements, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.

 /s/ Turner, Stone & Company, LLP

 We served as the Company's auditor from 2020 to 2024

 Dallas, Texas

 March 25, 2024, except for Note 2 as to which the date is August 15,
2024 and for the effects of the Reverse Stock Split completed by the Company on December 31, 2024 as disclosed in Note 1 as to which the
date is March 27, 2025.

 F- 4

 CONSOLIDATED BALANCE
SHEETS

 Audited

 As of

 December
 31, 2024

 December
 31, 2023

 ASSETS

 CURRENT ASSETS

 Cash

 $
 532,885

 $
 1,469,134

 Interest receivable

 –

 38,978

 Prepaid assets, current portion

 518,407

 241,601

 TOTAL CURRENT ASSETS

 1,051,292

 1,749,713

 PROPERTY AND EQUIPMENT

 Furniture and fixtures

 25,237

 25,237

 Less: accumulated
 depreciation

 14,777

 13,931

 Furniture and fixtures, net

 10,460

 11,306

 OTHER ASSETS

 Investments

 5,691,084

 –

 Intangible assets

 –

 Prepaid assets, net of current portion

 –

 158,333

 Co-development options, net

 1,554,166

 2,554,166

 Right of use asset, net of accumulated
 amortization

 59,783

 97,571

 Total other assets

 7,846,908

 2,810,070

 TOTAL ASSETS

 $
 8,908,660

 $
 4,571,089

 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES

 Accounts payable

 $
 1,269,763

 $
 1,419,699

 Accrued expenses

 736,884

 555,950

 Notes payable, current portion, in default

 Convertible notes payable, net of debt discount of $ 435,635

 1,087,873

 875,000

 Right of use liability, current portion

 42,305

 38,047

 Derivative liability

 1,041,484

 –

 Other current liabilities

 235,000

 –

 TOTAL CURRENT LIABILITIES

 4,513,309

 2,988,696

 LONG TERM LIABILITIES

 SBA loan payable

 150,000

 150,000

 Derivative liability warrants

 359,250

 557,250

 Right of use liability, non-current
 portion

 18,875

 61,179

 TOTAL LONG TERM LIABILITIES

 528,125

 768,429

 TOTAL LIABILITIES

 5,041,434

 3,757,125

 COMMITMENTS AND CONTINGENCIES (NOTE 11)

 –

 STOCKHOLDERS' EQUITY

 Preferred Stock Series A, $ 0.0001 par
 value, 10,000 shares
 authorized, 6,520 and 0
 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively

 –

 Common stock, $ 0.0001
 par value, 150,000,000
 shares authorized, 2,116,191
 and 1,766,552
 shares issued and outstanding at December 31, 2024, and December 31, 2023, respectively

 Additional paid-in capital

 102,976,748

 91,670,045

 Subscription receivable

 ( 2,100,000
)

 ( 3,500,000
)

 Common stock subscribed

 –

 Accumulated deficit

 ( 98,233,673
)

 ( 87,356,260
)

 TOTAL STOCKHOLDERS' EQUITY - CONTROLLING INTERESTS

 3,185,164

 813,964

 TOTAL STOCKHOLDERS' EQUITY - NONCONTROLLING
 INTERESTS

 682,062

 –

 TOTAL STOCKHOLDERS' EQUITY

 3,867,226

 813,964

 TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY

 $
 8,908,660

 $
 4,571,089

 The
accompanying notes are an integral part of the consolidated financial statements.

 F- 5

 CONSOLIDATED STATEMENTS
OF OPERATIONS

 Audited

 Year Ended

 December 31, 2023

 SALES

 Sales

 $
 –

 $
 –

 Cost of goods

 –

 –

 Gross profit

 –

 –

 OPERATING EXPENSES

 Research and development

 2,331,548

 6,668,244

 Salary expense

 1,722,050

 1,454,295

 Amortization expense

 1,000,000

 1,000,000

 Professional services expense

 2,950,271

 10,864,640

 Stock based compensation expense

 General and administrative expenses

 945,641

 1,026,443

 Total operating expenses

 10,054,488

 21,491,125

 LOSS FROM OPERATIONS

 ( 10,054,488
)

 ( 21,491,125
)

 OTHER INCOME (EXPENSE)

 Interest expense

 ( 396,116
)

 ( 107,685
)

 Royalties and licensing fees

 –

 ( 15,000
)

 Other income (expense)

 152,109

 ( 220,477
)

 Loss on write down of assets

 ( 37,257
)

 –

 Loss on extinguishment of debt

 ( 200,000
)

 –

 (Loss) gain on change in fair value of derivative liability
 and derivative liability warrants, net

 ( 341,660
)

 567,750

 TOTAL OTHER (EXPENSE) INCOME

 ( 822,924
)

 224,588

 LOSS BEFORE INCOME TAXES

)

)

 PROVISION FOR INCOME TAXES (BENEFIT)

 –

 –

 NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS

 ( 1,063,811
)

 –

 NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

 ( 9,813,602
)

 –

 NET LOSS

 $
)

 $
)

 LOSS PER SHARE

 Loss per share, basic and fully diluted

 $
 ( 5.65
)

 $
 ( 16.56
)

 Weighted average number of common shares outstanding

 1,924,639

 1,284,499

 The accompanying notes
are an integral part of the consolidated financial statements.

 F- 6

 CONSOLIDATED STATEMENTS
OF STOCKHOLDERS' EQUITY

 Audited

 PREFERRED

 STOCK

 COMMON

 STOCK

 ADDITIONAL PAID-IN

 COMMON STOCK

 SUBSCRIPTION

 ACCUMULATED

 TOTAL COEPTIS

 NON CONTROLLING

 TOTAL COEPTIS

 SHARES

 AMOUNT

 SHARES

 AMOUNT

 CAPITAL

 SUBSCRIBED

 RECEIVABLE

 DEFICIT

 EQUITY

 INTERESTS

 EQUITY

 BALANCE AT DECEMBER 31, 2022

 –

 $
 –

 978,342

 $

 $
 70,542,954

 $
 –

 $
 –

 $
 ( 66,089,723
)

 $
 4,453,329

 $
 –

 $
 4,453,329

 Shares issued for cash

 –

 –

 25,000

 499,997

 –

 –

 –

 –

 Shares issued in exchange for note receivable

 –

 –

 125,000

 2,499,987

 –

 ( 2,500,000
)

 –

 –

 –

 –

 Shares issued for services

 –

 –

 148,210

 4,421,199

 –

 –

 –

 4,421,214

 –

 4,421,214

 Warrants issued for services

 –

 –

 –

 –

 2,613,183

 –

 –

 –

 2,613,183

 –

 2,613,183

 Warrants issued for cash

 –

 –

 –

 –

 –

 –

 –

 –

 Warrants issued in exchange for note receivable

 –

 –

 –

 –

 1,000,000

 –

 ( 1,000,000
)

 –

 –

 –

 –

 Stock based compensation

 –

 –

 –

 –

 –

 –

 –

 –

 Issuance of common stock and warrants, net of issuance costs

 –

 –

 275,000

 4,792,318

 –

 –

 –

 4,792,346

 –

 4,792,346

 Shares issued for the conversion of debt

 –

 –

 15,000

 302,924

 –

 –

 –

 302,926

 –

 302,926

 Shares issued in connection with asset purchase agreement

 –

 –

 4,319,600

 –

 –

 –

 4,320,000

 –

 4,320,400

 Net loss

 –

 –

 –

 –

 –

 –

 –

)

)

 –

)

 BALANCE AT DECEMBER 31, 2023

 –

 $
 –

 1,766,552

 $

 $
 91,670,045

 $
 –

 $
 ( 3,500,000
)

 $
 ( 87,356,260
)

 $
 813,964

 $
 –

 $
 813,964

 Shares issued for cash

 –

 –

 50,000

 99,995

 –

 –

 –

 –

 Shares issued in connection with SEPA

 –

 –

 20,000

 79,998

 –

 –

 –

 80,000

 –

 80,000

 Shares issued for services

 –

 –

 207,319

 1,329,255

 –

 –

 –

 1,329,276

 –

 1,329,276

 Warrants issued for cash

 –

 –

 –

 –

 –

 –

 –

 –

 Warrants issued for services

 –

 –

 –

 –

 8,150

 –

 –

 –

 8,150

 –

 8,150

 Warrants issued in exchange for subscription receivable

 –

 –

 –

 –

 1,900,000

 –

 ( 2,000,000
)

 –

 ( 100,000
)

 –

 ( 100,000
)

 Shares issued for the conversion of debt

 72,059

 951,856

 –

 –

 –

 951,864

 –

 951,864

 Preferred share offering

 6,014

 –

 –

 5,331,938

 –

 ( 2,100,000
)

 –

 3,231,939

 682,062

 3,914,001

 Investments in private companies

 –

 –

 –

 –

 –

 –

 5,500,000

 –

 5,500,000

 –

 5,500,000

 Common stock issued for intangible asset purchase

 –

 –

 –

 –

 –

 –

 –

 –

 Stock based compensation

 –

 –

 –

 –

 –

 –

 –

 –

 Stock split adjustment

 –

 –

 –

 –

 –

 –

 –

 Net loss

 –

 –

 –

 –

 –

 –

 –

)

)

 –

)

 BALANCE AT DECEMBER 31, 2024

 6,520

 $

 2,116,191

 $

 $
 102,976,748

 $

 $
 ( 2,100,000
)

 $
 ( 98,233,673
)

 $
 3,185,164

 $
 682,062

$
 3,867,226

 The accompanying notes
are an integral part of the consolidated financial statements.

 F- 7

 CONSOLIDATED STATEMENTS
OF CASH FLOWS

 Audited

 Year Ended

 December 31, 2023

 OPERATING ACTIVITIES

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash provided (used) by operating activities

 Depreciation and amortization

 1,000,845

 1,001,237

 Amortization of debt discount

 216,189

 –

 Right of use asset amortization

 37,788

 34,552

 Change in fair value of derivative liability warrants

 ( 198,000
)

 ( 567,750
)

 Change in fair value of derivative liability

 539,660

 –

 Stock based compensation

 Shares issued for non-employee services

 1,329,276

 4,421,215

 Warrants issued for services

 8,150

 2,613,183

 Loss on shares issued for conversion of debt

 77,250

 –

 Loss on extinguishment of debt

 –

 Shares issued in connection with asset purchase agreement

 –

 4,320,000

 Forgiveness of interest

 37,257

 –

 (Increase) decrease in:

 Accounts receivable

 –

 8,075

 Interest receivable

 ( 234,742
)

 ( 38,978
)

 Prepaid assets

 ( 118,472
)

 90,755

 Increase (decrease) in:

 Accounts payable

 ( 149,935
)

 1,320,677

 Accrued expenses

 180,934

 376,878

 Right-of-use liability

 ( 38,047
)

 ( 30,324
)

 Other current liabilities

 235,000

 –

 NET CASH USED IN OPERATING ACTIVITIES

 ( 6,649,281
)

 ( 7,239,514
)

 INVESTING ACTIVITIES

 NET CASH USED IN INVESTING ACTIVITIES

 –

 –

 FINANCING ACTIVITIES

 Proceeds from convertible notes payable

 1,850,000

 650,000

 Repayment of convertible notes payable

 ( 650,969
)

 ( 1,225,000
)

 Proceeds from issuance of common stock and warrants, net of issuance costs

 –

 4,792,346

 Shares issued for cash

 Warrants issued for cash

 Preferred stock offering

 3,914,001

 –

 NET CASH PROVIDED BY FINANCING ACTIVITIES

 5,713,032

 4,917,346

 NET CHANGE IN CASH

 ( 936,249
)

 ( 2,322,168
)

 CASH AT BEGINNING OF PERIOD

 1,469,134

 3,791,302

 CASH AT END OF PERIOD

 $
 532,885

 $
 1,469,134

 SUPPLEMENTAL CASH FLOW DISCLOSURES

 Interest paid

 $
 8,772

 $
 –

 Taxes paid

 $
 –

 $
 –

 SUPPLEMENTAL NON-CASH DISCLOSURES

 Warrants issued in exchange for subscription receivable

 $
 2,000,000

 $
 3,500,000

 Preferred stock issued in exchange for subscription receivable

 $
 2,100,000

 $
 –

 Shares issued for the conversion of debt

 $
 951,864

 $
 302,926

 The accompanying notes
are an integral part of the consolidated financial statements.

 F- 8

 COEPTIS
THERAPEUTICS HOLDINGS, INC.

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 NOTE 1 – DESCRIPTION
OF BUSINESS AND BASIS OF PRESENTATION

 Nature of Business

 General. Coeptis Therapeutics
Holdings, Inc. ("Coeptis", the "Company" or "we" or "our") was originally incorporated
in the British Virgin Islands on November 27, 2018, under the name Bull Horn Holdings Corp. On October 27, 2022, Bull Horn Holdings Corp.
domesticated from the British Virgin Islands to the State of Delaware. On October 28, 2022, in connection with the closing of the Merger,
we changed our corporate name from Bull Horn Holdings Corp. to "Coeptis Therapeutics Holdings, Inc."

 The Merger Transaction.
On October 28, 2022, a wholly owned subsidiary of Bull Horn Holdings Corp., merged with and into Coeptis Therapeutics, Inc., with Coeptis
Therapeutics, Inc. as the surviving corporation of the Merger. As a result of the Merger, we acquired the business of Coeptis Therapeutics,
Inc., which now continues to operate as a wholly owned subsidiary.

 About the Company's Subsidiaries.
We are now a holding company that currently operates through our direct and indirect subsidiaries SNAP Biosciences, Inc. and GEAR Therapeutics,
Inc., which are majority owned, and Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc. and Coeptis Pharmaceuticals, LLC, which
are wholly owned.

 Coeptis is a biopharmaceutical
and technology company. The biopharmaceutical division focuses on developing innovative cell therapy platforms for cancer, autoimmune,
and infectious diseases. Coeptis aims to advance treatment paradigms and improve patient outcomes through its cutting-edge research and
development efforts. The technology division focuses on enhancing operational capabilities through advanced technologies. This division
features AI-powered marketing software and robotic process automation tools designed to optimize business processes and improve overall
efficiency.

 Basis of Presentation – The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America ("GAAP") for financial information and with the instructions to Form 10-K and Rule 8-03 of Regulation
S-X. Accordingly, they include all of the information and notes required by GAAP for complete financial statements. In the opinion of
the Company's management, any adjustments contained in the accompanying consolidated financial statements are of a normal recurring
nature, and are necessary to fairly present the financial position and operating results of the Company as of December 31, 2024 and 2023
and for the years then ended.

 Principles of Consolidation –
The accompanying consolidated financial statements include the accounts of Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc.,
Coeptis Pharmaceuticals, LLC, SNAP Biosciences, Inc., and GEAR Therapeutics, Inc. All material intercompany accounts, balances and transactions
have been eliminated.

 Reverse Stock Split – On December
31, 2024, the Company completed a 20-1 reverse stock split of its issued and outstanding common stock. As a result of the reverse stock
split, every 20 shares of issued and outstanding common stock were automatically combined into one share, with no change in the par value
per share. Fractional shares resulting from the reverse stock split were rounded to the nearest whole share. The reverse stock split has
been retrospectively applied to all share and per-share amounts presented in these consolidated financial statements and accompanying
notes for all periods presented.

 F- 9

 NOTE 2 – SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES

 Cash
– For purposes of the consolidated statements of cash flows, the Company considers all highly liquid investments purchased with
maturities of three months or less to be cash equivalents. At times, balances of cash and cash equivalents at financial banking
institutions exceeded the federally insured limit of $250,000. Uninsured balances were $ 282,885
and $ 1,219,134 at
December 31, 2024 and 2023, respectively. The Company regularly monitors the financial condition of the institution in which it has
depository accounts and believes the risk of loss is minimal.

 Property
and Equipment – Fixed assets are stated at cost and depreciation is computed using the straight-line method for
financial statement purposes. For the years ended December 31, 2024 and 2023, depreciation expense totaled $ 845 and
$ 1,235
respectively.

 Intangible
Assets – The Company records intangible assets at cost and evaluates them for impairment in accordance with
Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 350, Intangibles
– Goodwill and Other. Intangibles are being amortized using the straight-line method over estimated useful lives of
between two and forty years. The Company recorded intangible assets of $ 541,875
as of December 31, 2024, related to the acquired the assets of NexGenAI Affiliates Network Platform ("NexGenAI"), which
contains AI-powered marketing software and robotic process automation capabilities. See Note 16, Intangible Assets.

 Investments
– The Company classifies its investments in accordance with ASC 320, Investments – Debt and Equity Securities,
and ASC 321, Investments – Equity Securities, as applicable. Investments in equity securities with readily determinable
fair values are measured at fair value, with unrealized gains and losses recognized in net income. For equity investments without
readily determinable fair values, the Company applies the measurement alternative, recording these investments at cost, adjusted for
impairments or observable price changes from transactions involving similar securities.

 Leases
 – The Company accounts for leases in accordance with ASC 842, Leases. At lease commencement, the Company recognizes
a right-of-use ("ROU") asset and a corresponding lease liability based on the present value of future lease payments. Lease
liabilities are measured using the Company's incremental borrowing rate if the implicit rate is not readily determinable. ROU assets
include initial direct costs and prepaid lease payments and are reduced for lease incentives received.

 Research
and Development – Research and development costs are expensed when incurred. During the years ended
December 31, 2024 and 2023, research and development expenses totaled $ 2,331,548 and
$ 6,668,244,
respectively.

 Impairment
of Long-Lived Assets – The Company's property and equipment and other non-current assets are
reviewed for possible impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss would be recognized if and when the estimated future cash flows expected to result from the use of the asset and
its eventual disposition is less than its carrying amount. There was no impairment
recognized for the years ended December 31, 2024 and 2023.

 Derivative
Liability Warrants – The Company accounts for the Public Warrants and Private Placement Warrants (the
"Warrants") in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging, under which the
Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the
Warrants as liabilities at their fair value and adjusts the Warrants to fair value in each respective reporting period. This
liability is subject to re-measurement at each consolidated balance sheet date until the Warrants are exercised, and any change in
fair value is recognized in the consolidated statements of operations. The Private Placement Warrants and the Public Warrants for
periods where no observable traded price was available are valued using a binomial lattice simulation model. For periods subsequent
to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of
each relevant date.

 Convertible
Debt – The Company accounts for convertible debt in accordance with ASC 470-20, Debt – Debt with Conversion and
Other Options. Convertible debt instruments are evaluated at issuance to determine whether they contain embedded features that
require bifurcation as derivatives or equity components. If the embedded conversion feature meets the criteria for derivative
accounting under ASC 815, Derivatives and Hedging, it is bifurcated and recorded separately at fair value, with subsequent
changes in fair value recognized in earnings. Upon conversion or repurchase of convertible debt, the Company recognizes a gain or
loss in accordance with ASC 470-20 and ASC 470-50, Debt Modifications and Extinguishments.

 F- 10

 Income
Taxes – Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements
and consist of taxes currently due plus deferred taxes related primarily to temporary differences between reporting of income and expenses
for financial reporting purposes and income tax purposes. The deferred tax assets and liabilities represent the future tax return consequences
of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes
also are recognized for operating losses that are available to offset future federal income taxes.

 The Income Taxes Topic of FASB
ASC clarifies the accounting and reporting for uncertainties in income tax law within subtopic FASB ASC 740-10-25-5. The guidance prescribes
a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken
or expected to be taken in income tax returns. Management believes that there is no liability related to uncertain tax positions
during the years ended December 31, 2024 and 2023.

 Use
of Estimates – The preparation of consolidated financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

 Employee and Non-Employee Share-Based
Compensation – The Company applies ASC 718-10, Share-Based Payment,
which requires the measurement and recognition of compensation expenses for all share-based payment awards made to employees and directors
including employee stock option equity awards issued to employees and non-employees based on estimated fair values.

 ASC 718-10 requires companies
to estimate the fair value of equity-based option awards on the date of grant using an option-pricing model. The fair value of the award
is recognized as an expense on a straight-line basis over the requisite service periods in the Company's consolidated statements
of operations. The Company recognizes share-based award forfeitures as they occur.

 The Company estimates the fair
value of granted option equity awards using a Black-Scholes option pricing model. The option-pricing model requires a number of assumptions,
of which the most significant are share price, expected volatility and the expected option term (the time from the grant date until the
options are exercised or expire). Expected volatility is estimated based on volatility of the Company. The Company has historically not
paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon
bonds with an equivalent term. The expected option term is calculated for options granted to employees and directors using the "simplified"
method. Changes in the determination of each of the inputs can affect the fair value of the options granted and the results of operations
of the Company.

 Recent
Accounting Pronouncements – During the years ended December 31, 2024 and 2023, there were new accounting pronouncements
issued by the FASB. Each of these pronouncements, as applicable, including Accounting Standards Update ("ASU") 2023-07, Segment
Reporting, has been or will be adopted by the Company. Please see Note 17, Segment Reporting. Management does not believe the adoption
of any of these accounting pronouncements has had or will have a material impact on the Company's consolidated financial statements.

 Revenue Recognition –
Revenues are recognized when services are provided to its customers or the product
is sold, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services or goods as
the respective performance obligations are met. Sales and other taxes the Company collects concurrent with revenue-producing activities
are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. Deferred revenue
represents amounts invoiced or received in advance of the Company fulfilling its performance obligations. These amounts are recorded as
a liability and recognized as revenue when the related performance obligations are satisfied.

 Reclassifications
– Certain reclassifications were made to the prior consolidated financial statements to conform to
the current period presentation. There was no change to the previously reported net loss.

 F- 11

 Earnings Per Share –
Basic earnings per share (or loss per share), is computed by dividing the earnings (loss) for the period by the weighted average number
of common stock shares outstanding for the period. Diluted earnings per share reflects potential dilution of securities by including other
potentially issuable shares of common stock, including shares issuable upon conversion of convertible securities or exercise of outstanding
stock options and warrants, in the weighted average number of common shares outstanding for the period. Therefore, because including shares
issuable upon conversion of convertible securities and/or exercise of outstanding options and warrants would have an anti-dilutive effect
on the loss per share, only the basic earnings (loss) per share is reported in the accompanying consolidated financial statements. The
Company does not have other potentially issuable shares of stock.

 The following potential common shares would have
an antidilutive effect on loss per share:

 Schedule of antidilutive shares

 Years ended December 31,

 2024

 2023

 Warrants

 1,399,316

 1,036,601

 Stock options

 279,625

 82,875

 Convertible notes payable

 406,629

 8,056

 Preferred stock

 815,000

 –

 Total

 2,900,570

 1,127,532

 Going
Concern – The accompanying consolidated financial statements have been prepared in conformity with
GAAP which contemplate continuation of the Company as a going concern, which is dependent upon the Company's ability to obtain
sufficient financials or establish itself as a profitable business. As of December 31, 2024, the Company had an accumulated deficit
of $ 98,233,673, and for the
year ended December 31, 2024, the Company had a net loss of $ 10,877,412.
These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans
with respect to operations include raising additional capital through sales of equity or debt securities as may be necessary to
pursue its business plans and sustain operations until such time as the Company can achieve profitability. Management believes that
additional financing as necessary will result in improved operations and cash flow. However, there can be no assurance that
management will be successful in obtaining additional funding or in attaining profitable operations.

 Fair Value of Financial Instruments and Measurements
– The Company measures certain financial instruments at fair value in accordance with ASC 820, Fair Value Measurement, for
its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets
and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company's financial assets
and liabilities reflects management's estimate of amounts that the Company would have received in connection with the sale of the
assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement
date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs
(market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market
participants would price assets and liabilities).

 ASC 820 establishes a three-level fair value hierarchy
that prioritizes inputs used to measure fair value:

 Level 1 – Quoted prices in active markets
for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability
occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 Level 2 – Observable inputs other than Level
1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical
assets or liabilities in markets that are not active.

 Level 3 – Unobservable inputs based on our
assessment of the assumptions that market participants would use in pricing the asset or liability.

 The estimated fair value of cash, interest receivable,
subscription receivable, and notes payable approximate their carrying amounts due to the short-term nature of these instruments.

 F- 12

 NOTE 3 – CO-DEVELOPMENT OPTIONS

 In December 2018, the
Company entered into an agreement with Purple Biotech ("Purple") to market, distribute, and sell the Consensi product
(the "Product") on an exclusive basis within the United States and Puerto Rico. In September of 2021, the Company
executed a license termination agreement with Purple to cease all efforts for sales and promotion of the Product in the United
States and Puerto Rico. The termination included (i) issuance of $1,500,000 of convertible debt due in February 2023 to satisfy
amounts owed for the license, (ii) the issuance of warrants (See Note 8, Capital Structure) and (iii) transfer of inventory
ownership back to Purple. In conjunction with this termination, the Company also terminated its marketing agreement with a third
party for the Product's sales and promotion. On July 14, 2023, the Company and Purple executed an amendment to revise the
note's payment schedule, extending the maturity date to March 31, 2024. On June 19, 2024, the Company and Purple executed
another amendment to extend the maturity date to August 31, 2024. The outstanding principal balance due under the convertible note
at December 31, 2024 and December 31, 2023 was $ 218,750
and $ 625,000,
respectively. The note is in default as of December 31, 2024. The remaining principal balance has been paid subsequent to year
end.

 During the year ended
December 31, 2021, the Company and Vy-Gen-Bio, Inc. ("Vy-Gen") entered into agreements to jointly develop and
commercialize two Vy-Gen product candidates, CD38-GEAR-NK and CD38-Diagnostic (the "CD38 Assets"). The Company paid
$ 1,750,000
and issued promissory notes totaling $ 3,250,000
to Vy-Gen in accordance with the agreements. The Company paid a total of $ 1,500,000 toward the promissory notes, leaving $ 1,750,000
outstanding at December 31, 2021. The collaboration arrangement provides the right for the Company to participate, under the
direction of a joint steering committee, in the development and commercialization of the CD38 Assets and a 50/50 profit share, with
the profit share subject to contingent automatic downward adjustment up to 25% upon an event of default in connection with the
promissory notes. The Company capitalized $ 5,000,000
to be amortized over a five-year period in which the CD38 Assets are expected to contribute to future cash flows. In March of 2022,
a $ 250,000
payment was made toward the promissory notes. In November of 2022, a $ 1,500,000
payment was made toward the promissory notes, which paid them in full, and the accrued interest was forgiven.

 The Company made certain judgements
as the basis in determining the accounting treatment of these options. The CD38 Assets represent a platform technology and a diagnostic
tool which have multiple applications and uses. Both projects are intended to be used in more than one therapy or diagnostic option. For
example, GEAR-NK is a technology which allows for the gene editing of human natural killer cells, so that these cells can no longer bind
and be destroyed by targeted monoclonal antibody treatments. The GEAR-NK technology can be modified to work concomitantly with many different
monoclonal antibody treatments in which there are currently over 100 approved by the FDA. Anti- CD38 is only the first class of monoclonal
antibody treatments being developed under the GEAR-NK platform. Therefore, the pursuit of FDA approval for the use of CD38 assets for
at least one indication or medical device approval is at least reasonably expected. Further, as the diagnostic asset may be used as an
in vitro technology, it could be classified as a medical device, and therefore toxicity studies would not be a contingency to be resolved
before reasonably establishing future value assumptions. In addition, there is perceived value in the CD38 assets, based on publicly disclosed
current business deals in cell therapies, the developing market for these innovative technologies, and current interest from third parties
in these technologies. The Company may sell or license its right to another party, with the written consent of Vy-Gen, which cannot be
unreasonably withheld. Furthermore, the Company believes that any negative results from ongoing development of a single therapy or use,
would not result in abandoning the project. Given these considerations, The Company has determined that these options have alternative
future use and should be recorded as assets pursuant to ASC 730-10-25-2, Research and Development.

 Related to the joint development,
the Company, under the direction of the joint steering committee, is assessing market opportunities, intellectual property protection,
and potential regulatory strategies for the CD38 Assets. Vy-Gen is responsible for development activities conducted and overseen by the
scientists at Karolinska Institute. The agreement does not currently require additional payments for research and development costs by
the Company and no additional payments are required upon development or regulatory milestones.

 The total gross capitalized Co-Development options
recorded was $ 5,291,667, with accumulated amortization of $ 3,737,500, resulting in a net carrying amount of $ 1,554,167 at December 31,
2024.

 F- 13

 NOTE 4 – NOTES PAYABLE

 In October 2022, as a result of the Merger, the
Company entered into a convertible promissory note agreement with an unrelated third party in the principal amount of $ 350,000
with no accruing interest and was due on October 28, 2023 for legal services rendered to the Company. The noteholder may elect, in
its sole discretion upon written notice to the Company, at any time prior to, as of or following the maturity date, to require that
all or any portion of the principal amount not then repaid be converted, without any further action on the part of the noteholder,
into shares of common stock, par value $0.0001 per share. The conversion price as set forth by the note is equal to $10.00 per
share, provided that the conversion price shall be subject to a one-time adjustment on January 3, 2023, with the conversion price
adjustable to a price equal to the thirty-day volume weighted average price of the stock as traded on the Nasdaq. However, the
conversion price following such adjustment shall not be lower than a floor of $5.00 per share nor greater than $10.00 per share.
Upon full conversion of the remaining principal amount due, the note will, for all purposes be deemed cancelled and all obligations
shall be deemed paid in full. On October 27, 2023, a $ 200,000
payment was made, and on December 15, 2023, another $ 50,000 payment
was made. On June 25, 2024, the Company and the unrelated third party signed an amendment to the note that extended the maturity
date to July 31, 2024. The outstanding balance due under the convertible note at December 31, 2024 and December 31, 2023 was $ 100,000.
The note was in default as of December 31, 2024.

 NOTE 5 – CONVERTIBLE
NOTES

 In September 2021, as part of
a termination of a license agreement with Purple (see Note 3, Co-Development Options), the Company issued a convertible note in the principal
amount of $ 1,500,000
 that was payable on or before the maturity date in February 2023, bearing interest of 5 %
per annum and convertible in whole or in part at any time by Purple into shares of common stock of the Company. The conversion price
is $5 per share of common stock, subject to certain adjustments under such terms and conditions as agreed between the parties. The Company
may prepay the principal amount of the note plus accrued and unpaid interest at any time prior to the maturity date. On July 14, 2023,
the Company and Purple executed an amendment to revise the note's payment schedule, extending the maturity date to March 31, 2024.
On June 19, 2024, the Company and Purple executed another amendment to extend the maturity date to August 31, 2024. The outstanding principal
balance due under the convertible note at December 31, 2024 and December 31, 2023 was $ 218,750 and
$ 625,000,
respectively. The note was in default as of December 31, 2024. The remaining principal balance has been paid subsequent to year end.

 In December 2023, the
Company entered into an unsecured convertible promissory note with an unrelated party in the principal amount of $ 150,000
together with interest at 5 %
and a maturity date of June
30, 2024. On April 24, 2024, the Company converted the note into shares of common stock, which satisfied the note in
full.

 On April 17, 2024, the Company entered into
an unsecured note agreement with a related party in the principal amount of $ 500,000 together with interest at 10 %, with a maturity
date of September 30, 2024. The agreement is between the Company and an investment fund where the manager is a member of the
Company's board of directors. On June 3, 2024, the Company and the related party agreed to convert the note agreement in full,
both principal and interest, to equity in connection with the Company's Series A Preferred Stock offering. See Note 8, Capital
Structure, for more information on the Series A Preferred Stock offering.

 Yorkville Convertible Notes

 On January 3, 2024, the Company entered into
an unsecured note agreement with an unrelated third party, YA II PN, LTD, a Cayman Islands exempt limited partnership
("Yorkville") in the principal amount of $ 1,500,000 (the "YA Note-1"). YA Note-1 was issued with a 10%
original issue discount. The original principal amount, together with interest of 8 %, was payable by the Company on March 15, 2024,
and was extended to July 31, 2024. The note had an outstanding principal balance of $ 1,235,178 with $ 150,000 of the debt
discount fully amortized to interest expense as of December 31, 2024. On November 1, 2024, the Company entered into an agreement
with Yorkville that completely terminates and replaces YA Note-1 (see the Yorkville Transaction defined below). See Note 8, Capital
Structure - Standby Equity Purchase Agreement, for further details.

 On November
1, 2024, the Company entered into a Standby Equity Purchase Agreement ("SEPA") pursuant to which the Company has the right
to sell Yorkville up to $20,000,000 of its shares of Company Common Stock, subject to certain limitations and conditions set forth in
the SEPA, from time to time during the term of the SEPA (such transaction, the "Yorkville Transaction"). In connection with
the SEPA, Yorkville has agreed to advance to the Company in the form of a convertible promissory note (the "Convertible Note")
an aggregate principal amount of up to $ 1,304,758 (the "Pre-Paid Advance"), which has been previously paid and replaces the
$ 1,235,178 YA Note-1 outstanding balance. The Convertible Note bears an interest rate of 8 % per annum and is convertible in whole or in
part at any time by Yorkville into shares of common stock of the Company at a conversion price determined based on the lower of the lower
of (i) $1.00 per common share (the "Fixed Price"), or (ii) 95% of the lowest daily volume weighted average price during the
five consecutive trading days immediately preceding the conversion date (the "Variable Price"), but which Variable Price shall
not be lower than the floor price of $0.80 (the "Floor Price"). The Convertible Note matures on November 1, 2025. The termination
and replacement of YA Note-1 with the Convertible Note was accounted for as a debt extinguishment. For the year ended December 31, 2024,
the Company recorded a loss on debt extinguishment in the amount of $ 200,000 for the fees incurred by Yorkville, and a debt discount in
the amount of $ 435,635 in relation to the SEPA. For the year ended December 31, 2024, the Company recorded amortization of debt discount
in the amount of $ 66,189 for the Convertible Note.

 F- 14

shall make monthly payments beginning on the 7th trading day after either (i) the daily VWAP is less than the Floor Price then in effect
for five trading days during a period of seven consecutive trading days (a "Floor Price Event"), or (ii) the Company has issued
to Yorkville, pursuant to the transactions contemplated in the Convertible Note and the SEPA, in excess of 99% of the common shares available
under the rules or regulations of Nasdaq Stock Market LLC (the "Exchange Cap"), where applicable (an "Exchange Cap Event"),
(the last day of each such occurrence, an "Amortization Event Date") and continuing on the same day of each successive Calendar
Month until the entire outstanding principal amount shall have been repaid. Each monthly payment shall be in an amount equal to the sum
of (i) $250,000 of principal in the aggregate among the Convertible Note and all other notes (or the outstanding Principal if less than
such amount) (the "Amortization Principal Amount"), plus (ii) a payment premium equal to 5% in respect of such principal amount,
provided that, the payment premium equal to 5% shall not apply in respect to any amount that is paid directly from an Advance from the
SEPA, and (iii) accrued and unpaid interest hereunder as of each payment date. The obligation of the Company to make monthly prepayments
related to an Amortization Event shall cease (with respect to any payment that has not yet come due) if at any time after the Amortization
Event Date (A) in the event of a Floor Price Event, on the date that is the 7th consecutive Trading Day that the daily VWAP is greater
than 110% of the Floor Price then in effect, or (B) in the event of an Exchange Cap event, the date the Company has obtained stockholder
approval to increase the number of common shares under the Exchange Cap and the Exchange Cap no longer applies unless a subsequent Amortization
Event occurs.

 The SEPA is an equity-linked contract that does
not qualify for equity classification and is accounted for as a derivative liability recognized at fair value. Any changes in fair value
between the carrying amount of the forward issuance contracts and the settlement amounts will be recognized in other income (expense)
in the consolidated statements of operations. The initial value of the SEPA was $ 501,824. As of December 31, 2024, the fair value of
the SEPA was $ 1,041,484. For the year ended December 31, 2024, the Company recognized a loss on the change in fair value of derivative
liability in the amount of $ 539,660 in the Company's consolidated statements of operations.

 The Company did not have a derivative liability
at December 31, 2023. The following table presents information about the Company's derivative liability that is measured at fair
value on a recurring basis at December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to
determine such fair value:

 Schedule of derivative liability

 Description

 Level

 2024

 Derivative liability

 $
 1,041,484

 Total

 $
 1,041,484

 The derivative liability is accounted for as a
liability in accordance with ASC 480 and are presented within derivative liability in the accompanying consolidated balance sheets. The
derivative liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented in the consolidated
statements of operations.

 The derivative liability was valued using a binomial
lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model's primary unobservable input
utilized in determining the fair value of the derivative liability is the step factors input, assumed price movement, and probabilities
assigned to them.

 The following table provides quantitative information
regarding Level 3 fair value measurements for the derivative liability:

 Assumptions used for valuation

 November 1, 2024 (inception)

 2024

 Risk-free interest rate

 4.28%

 4.16%

 Expected volatility

 86.10%

 114.61%

 Conversion price

 $
 3.77

 $
 3.71

 Stock price

 $
 3.96

 $
 5.50

 The following table presents the changes in the
fair value of derivative liability:

 Changes in fair value of derivative liability

 Warrant
 Liabilities

 Fair value as of November 1, 2024 (inception)

 $
 501,824

 Change in fair value

 539,660

 Fair value as of December 31, 2024

 $
 1,041,484

 There were no transfers in or out of Level 3 from
other levels in the fair value hierarchy during the year ended December 31, 2024.

 F- 15

 NOTE 6 – SBA LOAN PAYABLE

 Loans under the CARES
Act -- On July 8, 2020, the Company received a loan of $ 150,000
from the United States Small Business Administration (the "SBA") under its Economic Injury Disaster Loan
("EIDL") assistance program in light of the impact of the COVID-19 pandemic on the Company's business. Proceeds
are intended to be used for working capital purposes. Interest on the EIDL loan accrues at the rate of 3.75 %
per annum and interest payments are due monthly in the amount of $731. Each payment will be applied first to interest accrued to the
date of receipt of each payment, and the balance, if any, will be applied to principal. The Company began making interest payments
in January 2023. The balance of principal and interest is payable thirty years from the date of the promissory note. The balance of
the loan is $ 150,000,
as of December 31, 2024 and December 31, 2023.

 NOTE 7 – DERIVATIVE
LIABILITY WARRANTS

 At December 31, 2024 and
December 31, 2023, there were (i) 375,000
public warrants (the "Public Warrants") outstanding that were issued as part of Bull Horn's November 2020 initial
public offering, which warrants are exercisable in the aggregate to acquire 187,500 shares of our common stock at an exercise price
of $230.00 per share, (ii) 187,500 private
warrants (the "Private Placement Warrants") outstanding that were issued to our sponsor Bull Horn Holdings Sponsor LC
and the underwriters in Bull Horn's initial public offering in November 2020, which warrants are exercisable in the aggregate
to 187,500 shares of our common stock at an exercise price of $230.00 per share. The amount of warrants and related exercise price
were adjusted for the Company's 20-1
reverse stock split effective December 31, 2024. The Private Placement Warrants became exercisable on the consummation of our
Business Combination in October 2022. No Public Warrants will be exercisable for cash unless the Company has an effective and
current registration statement covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus
relating to such shares of common stock. With respect to the shares of common stock issuable upon the exercise of the Public
Warrants, the class A warrants and the class B warrants during any period when the Company shall have failed to maintain an
effective registration statement related to the issuance of such shares underlying the applicable warrants, the holder of any
applicable warrants may exercise its warrant on a cashless basis pursuant to an available exemption from registration under the
Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a
cashless basis. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon
redemption or liquidation.

 The Company may call the Public
Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant:

 at any time while the Public Warrants are exercisable,

 upon not less than 30 days' prior written notice of redemption to each Public Warrant holder,

 if, and only if, the reported last sale price of the ordinary shares equals or exceeds $16.50 per share, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and

 if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

 If the Company calls the Public
Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on
a "cashless basis," as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon
exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or
recapitalization, reorganization, merger or consolidation. However, except as described above, the warrants will not be adjusted for issuances
of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the
warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds
held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive
any distribution from the Company's assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants
may expire worthless.

 The Private Placement Warrants
are identical to the Public Warrants, except that the Private Placement Warrants only allow the holder thereof to one ordinary share.
Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by
the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers
or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the
same basis as the Public Warrants.

 F- 16

 Within ASC 815, Derivative
and Hedging, Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments,
including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is
indexed to the issuer's ordinary share. Under ASC Section 815-40-15, a warrant is not indexed to the issuer's ordinary share
if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the
fair value of the warrant. Based on management's evaluation, the Company's audit committee, in consultation with management,
concluded that the Company's Private Placement Warrants and Public Warrants are not indexed to the Company's ordinary share
in the manner contemplated by ASC Section 815-40-15 because the holder of the instrument is not an input into the pricing of a fixed-for-fixed
option on equity shares. In addition, based on management's evaluation, the Company's audit committee, in consultation with
management, concluded that certain warrant provisions preclude equity treatment as by ASC Section 815-10-15.

 The Company accounts for its Public
Warrants and Private Placement Warrants as liabilities as set forth in ASC 815-40-15-7D and 7F. See below for details about the methodology
and valuation of the Warrants.

 The following table presents information about
the Company's derivative liability warrant that are measured at fair value on a recurring basis at December 31, 2024 and December
31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 Schedule of fair value hierarchy

 Description

 Level

 2024

 2023

 Warrant Liability – Public Warrants

 $
 165,000

 $
 232,500

 Warrant Liability – Private Placement Warrants

 194,250

 324,750

 Total

 $
 359,250

 $
 557,250

 The Warrants are accounted for as liabilities
in accordance with ASC 815-40 and are presented within derivative liability warrants in the accompanying consolidated balance sheets.
The derivative liability warrants are measured at fair value at inception and on a recurring basis, with changes in fair value presented
in the consolidated statements of operations.

 The Warrants were valued using
a binomial lattice model, which is considered to be a Level 3 fair value measurement. The binomial lattice model's primary unobservable
input utilized in determining the fair value of the Warrants is the expected volatility of the ordinary shares. The expected volatility
as of the Initial Public Offering date was derived from observable public warrant pricing on comparable 'blank-check' companies
without an identified target. For periods subsequent to the detachment of the Public Warrants from the Units, the close price of the Public
Warrant price will be used as the fair value as of each relevant date.

 The following table provides
quantitative information regarding Level 3 fair value measurements:

 Schedule
of fair value assumptions

 2024

 2023

 Risk-free interest rate

 4.10 %

 3.84 %

 Expected volatility

 82.01 %

 82.12 %

 Exercise price

 $
 11.50

 $
 11.50

 Stock price

 $
 5.50

 $
 0.78

 The following table presents the
changes in the fair value of warrant liabilities:

 Schedule of changes in fair value of warrant liabilities

 Private
 Placement

 Public

 Warrant
 Liabilities

 Fair value as of December 31, 2023

 $
 324,750

 $
 232,500

 $
 557,250

 Change in valuation inputs

 ( 130,500
)

 ( 67,500
)

 ( 198,000
)

 Fair value as of December 31, 2024

 $
 194,250

 $
 165,000

 $
 359,250

 There were no transfers in or
out of Level 3 from other levels in the fair value hierarchy during the years ended December 31, 2024 and December 31, 2023.

 NOTE 8 – CAPITAL
STRUCTURE

 The total number of shares
of stock which the corporation shall have authority to issue is 160,000,000 shares, of which 150,000,000
shares of $ 0.0001
par value shall be designated as Common Stock and 10,000,000
shares of $ 0.0001
shall be designated as Preferred Stock. The Preferred Stock authorized by the Company's Articles of Incorporation may be
issued in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the rights, preferences,
privileges, and restrictions granted or imposed upon any wholly unissued series of Preferred Stock, and within the limitations or
restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting
any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of
any such series subsequent to the issue of shares of that series, to determine the designation and par value of any series and to
fix the numbers of shares of any series.

 F- 17

 Common
Stock – As of December 31, 2024, the Company had 2,116,191
shares of its common stock issued and outstanding, and on December 31, 2023, the Company had 1,766,552
shares of its common stock issued and outstanding. All share amounts have been adjusted for the Company's 20-1
reverse stock split effective December 31, 2024.

 During the years ended December
31, 2024 and 2023, there were no capital distributions.

 On June 16, 2023, the
Company completed a public offering issuing 107,500 shares of our common stock, 67,500
pre-funded warrants, 153,125 Series
A Warrants and 153,125 Series
B Warrants, for net proceeds of approximately $ 3.0
million, after offering costs. The pre- funded warrants are immediately exercisable, at a price of $ 0.0001 per
share, with no expiration date. The Series A Warrants and the Series B Warrants are referred to herein together as the "Series
Warrants." The shares of common stock and Series Warrants were purchased together and then immediately separable and were
issued separately. Each Series Warrant to purchase one share of common stock has an exercise price of $ 33.00 per
share, and is initially exercisable commencing six months from the date of the offering. The Series Warrants are exercisable for a
term of five years following the initial exercise date. As of December 31, 2024, all of the pre-funded warrants had been exercised
for a total of 175,000
shares of common stock issued as a result of the public offering.

 On October 26, 2023, the
Company completed a private placement of 38,850
shares of our common stock, pre-funded warrants exercisable to acquire up to 61,150
shares of our common stock, Series A Warrants exercisable to acquire up to 100,000
shares of our common stock and Series B Warrants exercisable to acquire up to 100,000
shares of our common stock, for net proceeds of approximately $ 1.8 million,
after offering costs. The pre-funded warrants are immediately exercisable, at a price of $ 0.001 per
share, with no expiration date. The shares of common stock and Series
Warrants were purchased together and then immediately separable and were issued separately. The Series A Warrants and Series B
Warrants are exercisable on or after the earlier of (i) the date on which the Company's stockholders approve the issuance of
the shares issuable upon exercise of the Series Warrants or (ii) April 26, 2024 at an exercise price of $ 27.20
per share. The Series A Warrants have a term of exercise equal to eighteen (18) months and the Series B Warrants have a term of
exercise equal to five and one-half ( 5.5)
years. This private placement was conducted with the same underwriter as the June public offering, and as a result, each Series
Warrant issued in connection with the June offering was repriced from an exercise price of $ 33.00 per
share to $ 27.20 per
share. In connection with the private placement the Company also issued to the exclusive placement agent warrants exercisable to
acquire up to 6,000
shares of our common stock at an exercise price of $ 28.00
per share. In December 2023, all pre-funded warrants were exercised.

 On December 28, 2023, the
Company granted pre-funded warrants exercisable to acquire up to 60,000
shares of our common stock for net proceeds of $1,200,000. The pre-funded common stock purchase warrants can be exercised at a price
of $0.0001 per share, with no expiration date. During the first quarter of 2024, the Company and the third-party borrower agreed to
amend the note as a result of the decline in the publicly traded common stock price. The amount of pre-funded warrants exercisable
to acquire up to 60,000 shares of common stock was amended to 100,000 shares of common stock, and the total principal balance of the
note agreement was increased from $1,000,000 to $1,100,000. The aggregate exercise price of this Warrant was partially pre-funded in
connection with $ 100,000
and a $ 1,100,000 subscription
receivable at a 6% per annum interest rate due on November 29, 2024. On August 12, 2024, the third-party assigned shares of common
stock in a privately held company for the equivalent amount of principal and accrued interest owed, which
satisfied the subscription receivable in full. See Note 10, Investments, for additional information.

 On February 8, 2024, the
Company granted pre-funded warrants exercisable to acquire up to 200,000
shares of our common stock for net proceeds of $2,400,000. The pre-funded common stock purchase warrants can be exercised at a price
of $0.0001 per share, with no expiration date. The aggregate exercise price of this Warrant was partially pre-funded in connection
with $ 500,000 and
a $ 1,900,000
subscription receivable at a 6% per annum interest rate due on December 31, 2024. On August 12, 2024, the third-party assigned
shares of common stock in a privately held company for the equivalent amount of principal and accrued interest owed, which satisfied
the subscription receivable in full. See Note 10, Investments, for additional information.

 F- 18

 Treasury Stock –
There was no treasury stock at December 31, 2024 and December 31, 2023.

 Preferred Stock – The Company
has 10,000,000 shares of preferred stock authorized, of which 10,000 have been designated as Series A preferred stock. As of December
31, 2024, the Company had 6,520 shares of Series A preferred stock issued and outstanding.

 On June 13, 2024, the
Company performed an initial Series A preferred stock closing and raised $ 4.3
million in a sale to accredited investors (collectively, the "Series A Investors") of 4,300
shares of the Company's series A preferred stock (the "Series A Preferred Stock"), at a purchase price of $1,000
per share, in a financing led by CJC Investment Trust, an entity controlled by board member Christopher Calise, in a combination of
cash and short- term collateralized promissory notes. The Series A Investors also received non-voting equity ownership interest in
the Company's two newly formed subsidiaries, SNAP Biosciences Inc. and GEAR Therapeutics Inc.

 On July 31, 2024, the Company
performed a second closing as part of its series A preferred stock offering and raised $ 1.3 million, at a purchase price of $1,000 per
share.

 On September 4, 2024, the Company
performed a third closing as part of its series A preferred stock offering and raised $ 225,000, at a purchase price of $1,000 per share.

 On December 23, 2024, the Company
performed a fourth closing as part of its series A preferred stock offering and raised $ 695,000 at a purchase price of $1,000 per share.
The Series A Investors currently have an aggregate 9.78% non-voting equity ownership interest in the Company's two newly formed
subsidiaries, SNAP Biosciences Inc. and GEAR Therapeutics Inc.

 The key terms of the Series A
Preferred Stock are as follows:

 Conversion. Each
share of Series A Preferred Stock is convertible at the option of the holder, subject to the beneficial ownership and, if
applicable, the primary market limitations described below, into such number of shares of the Company's common stock as is
equal to the number of shares of Series A Preferred Stock to be converted, multiplied by the stated value of $1,000 (the
"Stated Value"), divided by the then conversion price. The initial conversion price is $ 0.40
per share of common stock, subject to adjustment in the event of stock splits, stock dividends, and similar transactions. In
addition, the Series A Preferred Stock will automatically convert into shares of the Company's common stock, subject to the
beneficial ownership and, if applicable, the primary market limitations described below upon the consummation of a fundraising
transaction in which the Company raises gross proceeds of at least $20 million.

 Rank. The Series A Preferred
Stock will be senior to the Company's common stock and any other class of the Company's capital stock that is not by its terms
senior to or pari passu with the Series A Preferred Stock.

 Dividends. The holders
of Series A Preferred Stock will be entitled to dividends equal, on an as-if-converted to shares of the Company's common stock basis
(in each case after applying the beneficial ownership and, if applicable, the primary market limitations described below), to and in the
same form as dividends actually paid on shares of the Company's common stock when, as, and if such dividends are declared on shares
of the Company's common stock.

 Liquidation. In the
event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of Series A Preferred
Stock then outstanding will be entitled to be paid out of the assets of the Company available for distribution to its stockholders, before
any payment shall be made to the holders of the Company's common stock by reason of their ownership thereof, an amount per share
equal to the greater of (i) the Stated Value, plus any dividends accrued but unpaid thereon, or (ii) such amount per share as would have
been payable had all shares of Series A Preferred Stock been converted (in each case after applying the beneficial ownership and, if applicable,
the primary market limitations described below) into the Company's common stock immediately prior to such event.

 F- 19

 Voting. On any matter
to be acted upon or considered by the stockholders of the Company, each holder of Series A Preferred Stock shall be entitled to vote on
an "as converted" basis (after applying the beneficial ownership and primary market limitations described below).

 Beneficial Ownership Limitation. The
Company will not affect any conversion of the Series A Preferred Stock, and a holder will not have the right to receive dividends or convert
any portion of its Series A Preferred Stock, to the extent that prior to the conversion such holder (together with such holder's
affiliates, and any persons acting as a group together with such holder or any of the holder's affiliates) beneficially owns less
than 20% of the Company's outstanding common stock and, after giving effect to the receipt of dividends or the conversion, the holder
(together with such holder's affiliates, and any persons acting as a group together with such holder or any of the holder's
affiliates) would beneficially own 20% or more of the Company's outstanding common stock.

 Exchange Limitation. Unless
the approval of the Company's stockholders is not required by the applicable rules of Nasdaq for issuances of the Company's
common stock in excess of 19.99% of the outstanding common stock as of June 14, 2024 (the "Market Limit"), or unless the Company
has obtained such approval, the Company shall not affect any conversion of the Series A Preferred Stock, including, without limitation,
any automatic conversion, and a holder shall not have the right to receive dividends on or convert any portion of the Series A Preferred
Stock, to the extent that, after giving effect to the receipt of the Company's common stock in connection with such dividends or
conversion, the holder would have received in excess of its pro rata share of the Market Limit.

 Stock Based Compensation –

 A summary of the Company's stock option activity is as follows:

 Schedule of stock option activity

 Shares Underlying Options

 Weighted Average Exercise Price

 Weighted Average Contractual Life (Years)

 Intrinsic Value

 Outstanding at December 31, 2022

 –

 $
 –

 –

 $
 –

 Granted

 87,875

 40.20

 8.78

 –

 Forfeited

 –

 –

 –

 –

 Exercised

 –

 –

 –

 –

 Outstanding at December 31, 2023

 87,875

 40.20

 7.97

 –

 Granted

 196,750

 8.85

 10.00

 –

 Forfeited

 ( 5,000
)

 200.00

 –

 –

 Exercised

 –

 –

 –

 –

 Outstanding at December 31, 2024

 279,625

 $
 15.29

 8.74

 $
 –

 For the years ended December 31, 2024 and
2023, the Company recorded $ 1,104,978
and $ 477,503,
respectively, for stock based compensation expense related to stock options. As of December 31, 2024, unamortized stock based
compensation for stock options was $ 1,321,013
to be recognized through December 31, 2027.

 The options granted during the years ended December
31, 2024 and 2023 were valued using the Black-Scholes option pricing model using the following weighted average assumptions:

 Schedule of weighted average assumptions

 For the years ended December 31,

 2024

 2023

 Expected term, in years

 5.25

 5.53

 Expected volatility

 84.70 %

 79.87 %

 Risk-free interest rate

 4.18 %

 3.85 %

 Dividend yield

 –

 –

 F- 20

 Options/Stock Awards – On
June 13, 2024, the Compensation Committee (the "Compensation Committee") of the Company's Board of Directors, and the
Board of Directors, approved the grant to David Mehalick, the Company's CEO, under the Company's 2022 equity incentive plan,
of options exercisable to acquire up to 120,000 shares of the Company's common stock at an exercise price $ 6.20 per share.
The options are fully vested and carry a 10-year term. On January 27, 2023, the Company granted options to purchase an aggregate of 67,875
shares of our common stock under the 2022 Equity Incentive Plan, to various officers, directors, employees and consultants, at an average
exercise price of $32.60 per share. The Company had also granted a stand-alone option to a former employee to purchase up to 5,000 shares
of our common stock at an exercise price of $200 per share, however, the stand-alone option expired by its terms on January 31, 2024.
On October 2, 2023, the Company granted additional options to purchase an aggregate of 15,000 shares of our common stock to two employees
at an average price of $21.40.

 Common Stock Warrants –
On November 23, 2020, Coeptis Therapeutics, Inc. (under its prior name Vinings Holdings Inc.) issued a class A and a class B warrant to
Coral Investment Partners, LP ("CIP"), with each warrant granting CIP the right to purchase 25,000 shares of common stock
at a price of $ 40.00 for Class A or $ 100.00 for Class B. The warrants expired on November 30, 2023.

 All common stock warrants outstanding,
are listed in the table below:

 Schedule of warrants outstanding

 Reference

 Date
 Issued

 Exercise
 Price

 Expiration

 Outstanding at
 2024

 Outstanding at

December
 31,
 2023

 Warrant Holder 1

 5/28/2021

 $
 59.40

 5/13/2026

 8,380

 8,380

 Warrant Holder 1

 5/28/2021

 $
 118.80

 5/13/2026

 8,422

 8,422

 Warrant Holder 1

 5/28/2021

 $
 296.80

 5/13/2026

 8,422

 8,422

 Warrant Holder 2

 7/30/2021

 $
 59.40

 7/30/2026

 Warrant Holder 2

 7/30/2021

 $
 296.80

 6/1/2026

 1,263

 1,263

 Kitov/Purple Biotech

 9/23/2021

 $
 296.80

 9/21/2024

 –

 5,053

 Warrant Holder 5

 12/20/2021

 $
 59.40

 12/20/2026

 2,948

 2,948

 Warrant Holder 5

 $
 89.00

 –

 3,369

 Warrant Holder 6

 $
 89.00

 –

 4,211

 Warrant Holder 7

 $
 89.00

 –

 6,737

 Warrant Holder 11

 $
 59.40

 –

 2,527

 Warrant Holder 11

 $
 118.80

 –

 2,527

 Warrant Holder 11

 4/14/2022

 $
 89.00

 –

 2,863

 Warrant Holder 18

 3/30/2022

 $
 178.20

 3/30/2025

 4,211

 4,211

 Warrant Holder 20

 1/3/2023

 $
 50.00

 1/2/2027

 5,000

 5,000

 Warrant Holder 21

 1/20/2023

 $
 38.00

 1/19/2027

 12,500

 12,500

 Series A & B Warrants

 6/16/2023

 $
 27.20

 12/16/2028

 306,250

 306,250

 Series A Warrants

 $
 27.20

 4/26/2025

 Series B Warrants

 $
 27.20

 4/26/2029

 Warrant Holder 22

 6/16/2023

 $
 25.00

 12/16/2028

 6,300

 6,300

 Warrant Holder 22

 $
 28.00

 4/26/2029

 3,300

 3,300

 Warrant Holder 23

 6/16/2023

 $
 25.00

 12/16/2028

 4,200

 4,200

 Warrant Holder 23

 $
 28.00

 4/26/2029

 2,400

 2,400

 Warrant Holder 24

 $
 28.00

 4/26/2029

 Pre-Funded Warrants 2

 12/28/2023

 $
 0.002

 –
 *

 150,000

 60,000

 Pre-Funded Warrants 3

 2/8/2024

 $
 0.002

 –
 *

 300,000

 –

 Total Warrants outstanding

 1,024,316

 661,601

 *Pre-funded warrants, do not expire.

 F- 21

 Subscription receivable –
In September 2023, the Company agreed to issue 25,000
shares of common stock to the borrower for a principal sum amount of $ 500,000.
On August 12, 2024, the Company was transferred and assigned $522,667,
the sum of principal and accrued interest owed as of June 30, 2024, of shares of common stock in a privately held company by the
third-party borrower. As a result of this assignment agreement, the subscription receivable is paid in full, and $ 522,667
is recorded as an investment at December 31, 2024.

 In September 2023, the Company
agreed to issue 100,000 shares of common stock to the borrower for a principal sum amount of $ 2,000,000. On August 12, 2024, the
Company was transferred and assigned $2,090,667, the sum of principal and accrued interest owed, of shares of common
stock in a privately held company by the third-party borrower. As a result of this assignment agreement, the subscription receivable is
paid in full, and $ 2,090,667 is recorded as an investment at December 31, 2024.

 In December 2023, the
Company agreed to grant pre-funded warrants exercisable to acquire up to 60,000
shares of common stock to the borrower for a principal sum amount of $1,000,000.
During the first quarter of 2024, the Company and the third-party borrower agreed to amend the note as a result of the decline in
the publicly traded common stock price. The
amount of pre-funded warrants exercisable to acquire up to 60,000 shares of common stock was amended to 100,000 shares of common
stock, and the total principal balance of the note agreement was increased from $1,000,000 to $1,100,000. On August 12, 2024,
the Company was transferred and assigned $1,132,869,
the sum of principal and accrued interest owed, of shares of common stock in a privately held company by the
third-party borrower. As a result of this assignment agreement, the subscription receivable is paid in full, and $ 1,132,869
is recorded as an investment at December 31, 2024.

 In February 2024, the Company
agreed to grant pre-funded warrants exercisable to acquire up to 200,000 shares of common stock to the borrower for a principal sum
amount of $1,900,000. On August 12, 2024, the Company was transferred and assigned $1,944,879, the sum of principal and accrued interest
owed, of shares of common stock in a privately held company by the third-party borrower. As a result of this assignment
agreement, the subscription receivable is paid in full, and $ 1,944,879 is recorded as an investment at December 31, 2024.

 In June 2024, in connection with
the Company's series A preferred stock offering, the Company closed on subscription agreements totaling $2,100,000 due to the Company
on February 28, 2025.

 Standby Equity Purchase Agreement
 – On November 1, 2024, the Company entered into the SEPA with Yorkville pursuant to which the Company has the right to sell
to Yorkville up to $20,000,000 of common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time
during the term of the SEPA. The Company also entered into a Registration Rights Agreement with Yorkville pursuant to which it will register
the resale of shares of common stock issued to Yorkville pursuant to the SEPA. Sales of common stock to Yorkville under the SEPA, and
the timing of any such sales, are at the Company's option, and the Company is under no obligation to sell common stock to Yorkville
under the SEPA, except in connection with notices that may be submitted by Yorkville in certain circumstances as described below.

 Each advance (each, an "Advance")
the Company requests in writing to Yorkville under the SEPA (notice of such request, an "Advance Notice") may be for a number
of shares of common stock up to such amount as is equal to 100% of the average daily volume traded of the common stock during the five
trading days immediately prior to the date the Company requests each Advance. The shares of common stock purchased pursuant to an Advance
delivered by the Company will be purchased at a price equal to 95% of the lowest daily VWAP of the shares of common stock during the three
consecutive trading days commencing on the date of the delivery of the Advance Notice, other than the daily VWAP on a day in which the
daily VWAP is less than a minimum acceptable price as stated by the Company in the Advance Notice or there is no VWAP on the subject trading
day. The Company may establish a minimum acceptable price in each Advance Notice below which the Company will not be obligated to make
any sales to Yorkville. "VWAP" is defined as the daily volume weighted average price of the shares of Common Stock for such
trading day on the Nasdaq Stock Market ("Nasdaq") during regular trading hours as reported by Bloomberg L.P.

 F- 22

 The SEPA will automatically terminate
on the earliest to occur of (i) December 1, 2027, provided that the Convertible Note (defined in Note 4) has been fully repaid or (ii)
the date on which the Company shall have made full payment of Advances pursuant to the SEPA. The Company has the right to terminate the
SEPA at no cost or penalty upon five trading days' prior written notice to Yorkville, provided that there are no outstanding Advance
Notices for which shares of common stock need to be issued and the Company has paid all amounts owed to Yorkville pursuant to the Convertible
Note. The Company and Yorkville may also agree to terminate the SEPA by mutual written consent.

 Any purchase under an Advance
would be subject to certain limitations, including that Yorkville shall not purchase or acquire any shares that would result in it and
its affiliates beneficially owning more than 4.99% of the then outstanding voting power or number of shares of common stock or any shares
that, aggregated with shares issued under all other earlier Advances, would exceed 19.99% of all shares of common stock outstanding on
the date of the SEPA (the "Exchange Cap"), unless the Company obtains stockholder approval to issue shares of common stock
in excess of the Exchange Cap in accordance with applicable Nasdaq rules.

 In connection with the execution
of the SEPA, the Company agreed to pay a commitment fee of $ 200,000 to Yorkville, payable as follows: (i) $ 80,000 payable when the SEPA
was entered into, in the form of the issuance of 20,000 shares of common stock, representing $80,000 divided by the closing price as of
the trading day immediately prior to the date of the SEPA, and (ii) $ 120,000 payable in cash or by way of an Advance on the date
upon which the Company has first received Advances in the aggregate amount of $5,000,000.

 Additionally, Yorkville agreed
to advance to the Company, in exchange for the Convertible Note, an aggregate principal amount of $ 1,304,758 (see Note 4 for a description
of the Convertible Note). At any time while the SEPA is in place that there is a balance outstanding under the Convertible Note, Yorkville
may deliver a notice (an "Investor Notice") to the Company to cause an Advance Notice to be deemed delivered
to Yorkville and the issuance and sale of shares of Common Stock to Yorkville pursuant to an Advance. Yorkville may select the amount
of the Advance in an amount not to exceed the balance owed under the Convertible Note outstanding on the date of delivery of such Investor
Notice. The shares will be issued and sold to Yorkville pursuant to an Investor Notice at a per share price equal to the conversion price
that would be applicable to the amount of the Advance selected by Yorkville if such amount were to be converted as of the date of delivery
of the Investor Notice. Yorkville will pay the purchase price for such shares to be issued pursuant to the Investor Notice by offsetting
the amount of the purchase price to be paid by Yorkville against an amount outstanding under the Yorkville Note.

 Additionally, the Company, at
its option, shall have the right, but not the obligation, to redeem early a portion or all amounts outstanding under the Convertible Note
at a redemption amount equal to the outstanding principal balance being repaid or redeemed, plus a 5% prepayment premium, plus all accrued
and unpaid interest; provided that (i) the Company provides Yorkville with no less than ten trading days' prior written notice thereof
and (ii) on the date such notice is issued, the VWAP of the common stock is less than the Fixed Price.

 NOTE
9 – NON-CONTROLLING INTEREST

 As a result of the series A
preferred stock offering discussed in Note 8, Capital Structure, the Company has consolidated the two newly formed subsidiaries,
SNAP Biosciences, Inc. and GEAR Therapeutics, Inc., because we have a controlling interest in both. Therefore, the entities'
financial statements are consolidated in our consolidated financial statements and the entities' equity is recorded as a
non-controlling interest. As part of the initial closings, the Series A Investors received in the aggregate a 9.78% non-voting
equity ownership in both of the newly formed subsidiaries. The Company contributed the co-development options to GEAR Therapeutics,
Inc. and recorded $ 682,062
of non-controlling interest at December 31, 2024. The remainder was recorded as additional paid in capital. The Company contributed
both the exclusive license and corporate research agreements with the University of Pittsburgh to SNAP Biosciences, Inc.

 F- 23

 NOTE 10 – INVESTMENTS

 On August 12, 2024, the
Company satisfied $ 5.7
million of subscription receivables and related interest receivable in the form of shares of common stock in two privately
held companies. The shares of common stock are carried as investments on the Company's consolidated balance sheets at its
initial cost basis of $1.00 per share. As the investments are in privately held companies, the Company will assess the
investments for impairment on an annual basis. As of December 31, 2024, no
impairment has been recorded related to these investments.

 NOTE 11 – COMMITMENTS
AND CONTINGENCIES

 Leases
– The Company leases office space under an operating lease that commenced December 1, 2017 and was extended through
multiple lease extensions. The third lease extension
extended the lease for twenty-four months, beginning on June 1, 2022 and ended on May 31, 2024. The fourth lease extension, signed
on January 30, 2024, extended the lease for twenty-four months, beginning June 1, 2024 and ending on May 31, 2026. The monthly rent
is $ 3,805 for
the first year of the extension and increasing to $ 3,860 for
the second year of the extension.

 The Company records rent expense
associated with this lease on the straight-line basis in conjunction with the terms of the underlying lease. During the year ended December
31, 2024, rents paid totaled $ 45,440. During the year ended December 31, 2023, rents paid totaled $ 45,000.

 Right of use asset is summarized below:

 Schedule of lease information

 December 31, 2023

 Office lease

 $
 243,550

 $
 243,550

 Less: accumulated depreciation

 ( 183,767
)

 ( 145,979
)

 Right of use asset, net

 $
 59,783

 $
 97,571

 Operating lease liability is summarized below:

 December 31, 2023

 Office lease

 $
 61,180

 $
 99,226

 Less: current portion

 ( 42,305
)

 ( 38,047
)

 Long term portion

 $
 18,875

 $
 61,179

 Future minimum rental payments
required under the lease are as follows:

 Schedule of future minimum rental payments

 2025

 $
 46,101

 2026

 19,301

 Total minimum lease payments:

 65,402

 Less amount representing interest

 ( 4,222
)

 Present value of minimum lease payments:

 $
 61,180

 Legal Matters –
The Company is currently not a defendant in any litigation or threatened litigation that could have a material effect on the Company's
consolidated financial statements.

 F- 24

 CAR T
License – On August 31, 2022, the Company entered into an exclusive license agreement with the University of
Pittsburgh for certain intellectual property rights related to the universal self-labeling SynNotch and CARs for programable
antigen-targeting technology platform. The Company paid the University of Pittsburgh a non-refundable fee in the amount of $75,000
for the exclusive patent rights to the licensed technology. Under the terms of the agreement, the Company has been assigned the
worldwide development and commercialization rights to the licensed technology in the field of human treatment of cancer with
antibody or antibody fragments using SNAP-CAR T-cell technology, along with (i) an intellectual property portfolio consisting of
issued and pending patents and (ii) options regarding future add-on technologies and developments. In consideration of these rights,
the Company paid an initial license fee of $ 75,000,
and will have annual
maintenance fees ranging between $15,000 and $25,000, as well as developmental milestone payments (as defined in the
agreement) and royalties equal to 3.5% of net sales. On January 25, 2023, the Company entered into a corporate research agreement
with the University of Pittsburgh for the pre- clinical development of SNAP-CAR T-cells targeting HER2. The Company agreed to pay
$ 716,714 for performance-based milestones over a two-year term, of which $ 209,179 has been paid as of December 31, 2024. The
Company's liability was $ 507,535 and $ 716,714 at December 31, 2024 and 2023, respectively.

 In September 2023, the
Company expanded its exclusive license agreement with the University of Pittsburgh to include SNAP-CAR technology platform in
natural killer (NK) cells. The Company paid $ 2,000
to amend the agreement.

 Deverra Therapeutics, Inc. –
On August 16, 2023, the Company entered into an exclusive licensing arrangement (the "License Agreement") with Deverra Therapeutics
Inc. ("Deverra"), pursuant to which the Company completed the exclusive license of key patent families and related intellectual
property related to a proprietary allogeneic stem cell expansion and directed differentiation platform for the generation of multiple
distinct immune effector cell types, including natural killer (NK) and monocyte/macrophages. The License Agreement provides the Company
with exclusive rights to use the license patents and related intellectual property in connection with development and commercialization
efforts in the defined field of use (the "Field") of (a) use of unmodified NK cells as anti-viral therapeutic for viral infections,
and/or as a therapeutic approach for treatment of relapsed/refractory AML and high-risk MDS; (b) use of Deverra's cell therapy platform
to generate NK cells for the purpose of engineering with Coeptis SNAP-CARs and/or Coeptis GEAR Technology; and (c) use of Deverra's
cell therapy platform to generate myeloid cells for the purpose of engineering with the Company's current SNAP-CAR and GEAR technologies.
In support of the exclusive license, the Company also entered into with Deverra (i) an asset purchase agreement (the "APA")
pursuant to which the Company purchased certain assets from Deverra, including but not limited to two Investigational New Drug (IND) applications
and two Phase 1 clinical trial stage programs (NCT04901416, NCT04900454) investigating infusion of DVX201, an unmodified natural killer
(NK) cell therapy generated from pooled donor CD34+ cells, in hematologic malignancies and viral infections and (ii) a non-exclusive sublicense
agreement (the "Sublicense Agreement"), in support of the assets obtained by the exclusive license, pursuant to which the
Company sublicensed from Deverra certain assets which Deverra has rights to pursuant a license agreement ("FHCRC Agreement")
by and between Deverra and The Fred Hutchinson Cancer Research Center ("FHCRC").

 As consideration for the
transactions described above, the Company paid Deverra approximately $ 570,000
in cash, issued to Deverra 200,000
shares of the Company's common stock and assumed certain liabilities related to the ongoing clinical trials. Total
consideration paid was $4,937,609, which was fully expensed in accordance with ASC 730, and is reflected within research and
development in the accompanying consolidated statements of operations for the year ended December 31, 2023. In addition, in
accordance with the terms of the Sublicense Agreement, the Company agreed to pay FHCRC certain specified contingent running royalty
payments and milestone payments under the FHCRC Agreement, in each case to the extent such payments are triggered by the
Company's development activities.

 Until December 2024, we operated under a Shared
Services Agreement ("SSA") with Deverra, which provided Coeptis and Deverra to share resources and collaborate on the development
of Coeptis' GEAR and SNAP-CAR platforms. The Company is continuing its development focus on both GEAR and SNAP-CAR, and will be
considering prospective strategic partners for such development.

 F- 25

 Registration Rights –
Pursuant to a registration rights agreement entered into on October 29, 2020, the holders of the founder shares, the Private Placement
Warrants and underlying securities, and any securities issued upon conversion of Working Capital Loans (and underlying securities) would
be entitled to registration rights pursuant to a registration rights agreement. The holders of at least a majority in interest of the
then-outstanding number of these securities were entitled to make up to three demands, excluding short form demands, that the Company
register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration
statements filed subsequent to the consummation of a Business Combination. Notwithstanding the foregoing, Imperial, I-Bankers and Northland
did not exercise their demand and "piggyback" registration rights after five (5) and seven (7) years after the effective
date of the registration statement and did not exercise its demand rights on more than one occasion. The registration rights agreement
did not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company's securities.
The Company would bear the expenses incurred in connection with the filing of any such registration statements.

 Finder's Fee and Indemnity Agreement
 – The Company entered into a finder's fee and indemnity agreement with a third party, pursuant to which the Company has
agreed to pay a fee in connection with the successful introduction and executive of the SEPA. Under the terms of the agreement, the Company
was obligated to pay a 4% fee upon the closing of the net funding amount of $1,350,000, equaling $54,000, and then 6% of the total cash
consideration received by the Company or the Company's creditors in connection with any follow on financing, and 0.5% on the amount
of any drawdown made by the Company on the SEPA. The Company also agreed to indemnify and hold harmless the third party from and against
any and all losses, claims, damages, obligations, penalties, judgments, any and all legal and other actions caused by or related to the
third party's engagement with the Company. As of December 31, 2024, the Company paid a total of $ 54,000 to the third party in connection
with this finder's fee and indemnity agreement.

 Master Services Agreements – On
December 31, 2024, the Company entered into one-year agreements with five customers to provide access to the NexGenAI Affiliates Network
platform. Under the terms of these agreements, the Company is obligated to deliver platform access and related services over the contract
period beginning in 2025. Revenue recognition will commence upon the start of services in accordance with ASC 606, Revenue from Contracts
with Customers. As these agreements represent future contractual obligations, there was no impact on the Company's financial
position, results of operations, or cash flows as of December 31, 2024. The total contract value associated with these agreements is
approximately $1.6 million, which is expected to be recognized as revenue over the respective service periods in 2025.

 NOTE 12 - 401(k) PROFIT-SHARING
PLAN

 The Company sponsors a qualified
profit-sharing plan with a 401(k) feature that covers all eligible employees. Participation in the 401(k) feature of the plan is voluntary.
Participating employees may defer up to 100% of their compensation up to the maximum prescribed by the Internal Revenue Code. The plan
permits for employee elective deferrals but has no contribution requirements for the Company. During the years ended December 31, 2024
and 2023, no employer contributions were made.

 NOTE
13 – INCOME TAXES

 The Company has established deferred
tax assets and liabilities for the recognition of future deductions or taxable amounts and operating loss carry forward. Deferred federal
and state income tax expense or benefit is recognized as a result of the change in the deferred tax asset or liability during the year
using the currently enacted tax laws and rates that apply to the period in which they are expected to affect taxable income. Valuation
allowances are established, if necessary, to reduce deferred tax assets to the amount that will more likely than not be realized.

 During the years ended December
31, 2024 and 2023, a reconciliation of income tax benefit at the statutory rate of 35% and 30%, respectively to income tax benefit at
the Company's effective tax rate is as follows:

 Schedule of effective income tax reconciliation

 2024

 2023

 Income tax benefit at statutory rate

 $
 2,455,499

 $
 4,357,970

 Change in valuation allowance

 $
 ( 2,455,499
)

 $
 ( 4,357,970
)

 The income tax provision differs from the expense
that would result from applying federal statutory rates to income taxes as follows:

 Schedule of income tax provision

 2024

 2023

 Excepted federal statutory income tax provision/rate

 $
 ( 2,284,257
)

 ( 21.0 %
)

 $
 ( 2,965,619
)

 ( 21.0 %
)

 State income taxes, net of federal benefit

 ( 58,863
)

 ( 0.5 %
)

 ( 1,392,351
)

 ( 9.0 %
)

 Other

 ( 112,379
)

 ( 1.0 %
)

 –

 –

 Income tax benefit at statutory rate

 ( 2,455,499
)

 ( 22.6 %
)

 ( 4,357,970
)

 ( 30.0 %
)

 Change in valuation allowance

 2,455,499

 22.6 %

 4,357,970

 30.0 %

 $
 –

 – %

 $
 –

 – %

 F- 26

 The Company's calculation of net operating
loss carryforwards:

 Schedule of net operating loss carryforwards

 2024

 2023

 Deferred tax assets

 Net operating loss carryforwards

 $
 24,971,010

 $
 22,473,712

 Section 174 R&D

 1,275,054

 1,799,825

 PPE and intangible assets

 915,327

 416,708

 State taxes

 ( 1,569,922
)

 ( 1,554,275
)

 Subtotal

 25,591,469

 23,135,970

 Valuation Allowance

 ( 25,591,469
)

 ( 23,135,970
)

 Net deferred tax assets (liabilities)

 $
 –

 $
 –

 At December 31, 2024, the Company
had approximately $ 86,200,000 of unused net operation loss carryforwards. Unused net operating loss carryforwards may provide future benefits
although there can be no assurance that these net operating losses will be realized in the future. The tax benefits of these loss carryforwards
have been fully offset by valuation allowance. These losses may be used to offset future taxable income and will carryforward indefinitely.

 NOTE 14 – NOTE RECEIVABLE

 On July 19, 2023 the Company
("Lender") entered into a Senior Secured Note agreement with Deverra ("Borrower"). The Company agreed to
make advances of principal to the Borrower of up to an aggregate amount equal to $ 572,000.
Any advances are at the sole discretion of the Company. The outstanding unpaid principal balance of the note bears interest at
 3 %
per annum and is due and payable on the maturity date, September
30, 2023.

 In the event that a certain business
transaction between the Lender and Borrower as contemplated by that certain binding term sheet dated April 13, 2023, and referenced in
Note 11, Commitments and Contingencies, is consummated prior to the maturity date, the full amounts due under this note shall be applied
against the cash portion of any closing payment due from the Lender in connection with such transaction and any excess amounts under this
note shall be treated as additional purchase price in connection with the transaction.

 As of September 30, 2023,
and in relation to the Deverra asset purchase referenced in Note 11, Commitments and Contingencies, $ 567,609
of principal and $ 2,892
of interest were applied against the cash portion of the closing payment with the Company in connection with such transaction. The
note is considered paid in full.

 NOTE 15 – RELATED
PARTY TRANSACTIONS

 In September 2023, the
Company entered into a transaction with AG Bio Life Capital I LP ("AG"), a Delaware limited partnership, where an
employee of the Company is the general partner. The Company agreed to issue 600,000
shares (pre-reverse stock split) of common stock of the Company ("AG Shares") to AG, in exchange for $600,000,
consisting of $ 100,000 payable
in cash and the balance payable under a promissory note ("AG Note"). The principal amount including all interest under
the AG Note is due and payable by AG no later than August 30, 2024 (the "AG Maturity Date"). The outstanding unpaid
principal balance of the AG Note bears interest commencing as of the Company's next registration statement at the rate of six
(6%) percent per annum, which interest rate will increase to eighteen (18%) percent per annum in the event an event of default
occurs under the AG Note, computed on the basis of the actual number of days elapsed and a year of 365 days. AG has the option of
repaying the obligations under the AG Note in advance of the AG Maturity Date, in whole or in part, at any time upon at least thirty
(30) days prior written notice delivered to the Company. AG has certain obligations to contribute the proceeds of the sale of its AG
Shares to the Company, in the event that any AG Shares are sold prior to the AG Maturity Date. On August 12, 2024, AG transferred
and assigned $ 522,667
to the Company, the sum of principal and accrued interest owed, of shares of common stock in a privately held company. As a result
of this assignment agreement, the AG Note is considered paid in full, and $ 522,667
is recorded as an investment at December 31, 2024.

 As of December 31, 2024, the Company holds investments
in certain privately held companies, recorded as investments on the Company's consolidated balance sheets. The Company's Chief
Executive Officer and Chief Financial Officer each hold ownership interests in these privately held companies.

 The investments were made in the ordinary course of business and on
terms management believes are consistent with those that would be negotiated on an arm's length basis. As of December 31, 2024,
the Company's carrying value of these investments was $ 5,691,084.

 F- 27

 NOTE 16 – INTANGIBLE ASSETS

 On December 19, 2024, the
Company acquired the assets of NexGenAI Affiliates Network Platform ("NexGenAI"), from the seller NexGenAI Solutions
Group, Inc., which contains AI-powered marketing software and robotic process automation capabilities. The acquired assets include
intellectual property, a domain name and associated website, and the technology stack as defined in the agreement. As consideration
for the purchase, the Company paid the seller 187,500
shares of common stock, or $ 541,875. In connection with the purchase, the Company entered into a Master Services Agreement with the seller,
for website development services and for services to enhance the existing technology.

 The Company accounted for the NexGenAI transaction
as an asset acquisition in accordance with ASC 805-50, Business Combinations – Asset Acquisitions, and recorded as intangible
assets on the consolidated balance sheet as of December 31, 2024.

 NOTE 17 – SEGMENT
REPORTING

 Operating segments are components of an enterprise
about which separate financial information is available and is evaluated regularly by management, namely the Chief Operating Decision
Maker ("CODM") of an organization, in order to determine operating and resource allocation decisions. By this definition,
the Company has identified its Chief Executive Officer as the CODM. Effective in 2024, the Company began operating in two segments: Biotechnology
and Technology. Prior to 2024, the Company did not report operating segments.

 Biotechnology Segment: This segment is
non-revenue generating and incurs expenses by developing its biotechnology product pipeline. The Biotechnology Segment had total
assets of $ 8,366,785 as of December 31, 2024.

 Technology Segment: This segment is non-revenue
generating and incurs expenses by acquiring technology assets to support and enhance operational capabilities through advanced technologies.
The Technology Segment had total assets of $ 541,875 as of December 31, 2024.

 The Company believes that this structure reflects
its current operational and financial management, and that it provides the best structure for the Company to focus on growth opportunities
while maintaining financial discipline. The factors used to identify the Biotechnology and Technology operating segments were the difference
in future potential revenue streams and customer base for each segment, the reporting structure for operational and performance information
within the Company, and management's decision to organize the Company around the different future potential revenue generating activities
of the segments.

 Segment information relating the Company's two
operating segments for the year ended December 31, 2024 is as follows:

 Segment information

 Biotechnology Segment

 Technology

Segment

 Consolidated

 Sales

 $
 –

 $
 –

 $
 –

 Total operating expenses

 10,054,488

 –

 10,054,488

 Net loss from operations

 $
 ( 10,054,488
)

 $
 –

 $
 ( 10,054,488
)

 NOTE 18 – SUBSEQUENT
EVENTS

 Management has performed a review
of all events and transactions occurring after December 31, 2024 for items that would require adjustment to or disclosure in the accompanying
consolidated financial statements, noting no such items or transactions other than the following.

 On January 2, 2025, YA II PN,
LTD ("Yorkville") elected to convert a portion of the outstanding principal balance on YA Note-1, the convertible promissory
note with an outstanding principal balance of $1,304,758. Yorkville converted $219,758 of the principal balance into 81,877 shares of
common stock at a conversion price of $2.92 per share. After conversion, the principal balance of the note has a remaining balance of
$1,085,000.

 On January 16, 2025, the Company
entered into a convertible promissory note with YA II PN, LTD, a Cayman Islands exempt limited partnership ("Yorkville"),
in the original principal amount of $1,100,000. Interest shall accrue on the outstanding balance of the note at an annual rate equal to
8%, subject to an increase to 18% upon an event of default as described in the Yorkville note. The maturity date of the note is December
31, 2025. Yorkville may convert the note into shares of Common Stock at any time at a conversion price equal to the lower of (i) $20.00
(the "Fixed Price") or (ii) a price per share equal to 95% of the lowest daily VWAP during the 5 consecutive trading days
immediately prior to the conversion date of the note (the "Variable Price"), but which Variable Price shall not be lower than
a floor price of $1.00 per share (the "Floor Price"). The Company internally refers to this note at YA Note-2.

 F- 28

 If an Amortization Event occurs,
then the Company shall make monthly payments beginning on the later of the 7th Trading Day after the Amortization Event Date, and any
the date that is six months from the Issuance Date, and continuing on the same day of each successive calendar month until the entire
outstanding principal amount shall have been repaid. Each monthly payment shall be in an amount equal to the sum of (i) $250,000 of principal
in the aggregate among this Note (or the outstanding principal if less than such amount) (the "Amortization Principal Amount"),
plus (ii) a payment premium equal to 5% in respect of such Amortization Principal amount. The obligation of the Company to make monthly
prepayments shall cease (with respect to any payment that has not yet come due) if any time after an Amortization Event (a) if the Amortization
Event is due to the Floor Price, the daily VWAP is greater than the 110% of the Floor Price for a period of seven consecutive trading
days, and (b) if the Amortization Event is due to the Exchange Cap, the date the Company has obtained stockholder approval to increase
the number of Common Shares under the Exchange Cap and/ or the Exchange Cap no longer applies, in either case unless a subsequent Amortization
Event occurs

 Additionally, the Company, at
its option, shall have the right, but not the obligation, to redeem early a portion or all amounts outstanding under the note at a redemption
amount equal to the outstanding principal balance being repaid or redeemed, plus a 5% prepayment premium, plus all accrued and unpaid
interest; provided that (i) the Company provides Yorkville with no less than ten trading days' prior written notice thereof and
(ii) on the date such notice is issued, the VWAP of the Common Stock is less than the Fixed Price.

 An "Amortization Event"
will occur under the terms of the Promissory Note if (i) the daily VWAP is less than the Floor Price for five trading days during a period
of seven consecutive trading days, or (ii) the Company has issued has issued to Yorkville, pursuant to the transactions contemplated in
the note and any integrated transactions, in excess of 99% of the Common Shares available under the Exchange Cap.

 On February 6, 2025, the Company completed its
successful closure of the remaining $5.7 million of its Series A preferred stock offering, completing the total $10.0 million financing
round. This includes the collection of the total $2.1 million subscription receivable recorded on the Company's consolidated balance
sheets at December 31, 2024.

 On March 3, 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. As part of this exclusive GEAR license agreement with VyGen-Bio, Inc.,
the Company committed to paying a $400,000 license fee by August 1, 2025, along with other license fees, milestone and royalty payments
in 2026 and beyond.

 On March 5, 2025, the Company entered into a one-year
agreement with a customer to provide access to the NexGenAI Affiliates Network platform. The contract fee paid by the customer consisted
of 2,857,143 shares in the customer's publicly traded stock, or $600,000, which the Company will record as an investment on the
consolidated balance sheets.

 F- 29