Coeptis Therapeutics (COEPW) S-1 15 Nov 23 IPO registration Financial data

Cover

Cover	9 Months Ended
	Sep. 30, 2023
Cover [Abstract]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	COEPTIS THERAPEUTICS HOLDINGS, INC.
Entity Central Index Key	0001759186
Entity Tax Identification Number	98-1465952
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	105 Bradford Road
Entity Address, Address Line Two	Suite 420
Entity Address, City or Town	Wexford
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15090
City Area Code	724-
Local Phone Number	934-6467
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Accounting Standard	2834

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash	$ 1,411,510	$ 3,791,302
Accounts receivable	0	8,075
Notes receivable	2,500,000	0
Interest receivable	833	0
Prepaid assets, current portion	208,133	142,356
TOTAL CURRENT ASSETS	4,120,476	3,941,733
PROPERTY AND EQUIPMENT
Furniture and fixtures	25,237	25,237
Less: accumulated depreciation	13,622	12,695
Furniture and fixtures, net	11,615	12,542
OTHER ASSETS
Prepaid insurance	205,833	348,333
Right of use asset, net of accumulated amortization	28,676	58,914
Total other assets	3,038,676	3,961,414
TOTAL ASSETS	7,170,767	7,915,689
CURRENT LIABILITIES
Accounts payable	482,005	99,021
Accrued expenses	298,266	181,998
Notes payable, current portion	825,000	1,500,000
Right of use liability, current portion	10,757	41,618
TOTAL CURRENT LIABILITIES	1,616,028	1,822,637
LONG TERM LIABILITIES
Notes payable	150,000	150,000
Derivative liability warrants	378,375	1,125,000
Right of use liability, non-current portion	14,723	14,723
TOTAL LONG TERM LIABILITIES	543,098	1,289,723
TOTAL LIABILITIES	2,159,126	3,112,360
COMMITMENTS AND CONTINGENCIES (NOTE 6)
STOCKHOLDERS' EQUITY
Series B preferred stock, $0.0001 par value, 10,000,000 shares authorized, no shares issued and outstanding, respectively	0	0
Common stock, $0.0001 par value, 150,000,000 shares authorized, 32,991,036 shares issued and outstanding at September 30, 2023, and 19,566,839 shares issued and outstanding at December 31, 2022	3,299	1,957
Additional paid-in capital	87,990,247	70,541,095
Accumulated deficit	(82,981,905)	(65,739,723)
TOTAL STOCKHOLDERS' EQUITY	5,011,641	4,803,329
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 7,170,767	$ 7,915,689

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	32,991,036	19,566,839
Common stock, shares outstanding	32,991,036	19,566,839

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
SALES
Total sales	$ 0	$ 0	$ 0	$ 0
Cost of goods	0	0	0	0
Gross profit	0	0	0	0
COST OF OPERATIONS
Research and development	4,983,349	20,887	5,386,129	20,887
General and administrative expenses	2,815,870	5,488,540	12,457,548	30,948,831
Selling and marketing	12,412	2,859	12,711	6,911
Interest expense	19,800	56,423	93,853	176,068
Total operating expenses	7,831,431	5,568,709	17,950,241	31,152,697
LOSS FROM OPERATIONS	(7,831,431)	(5,568,709)	(17,950,241)	(31,152,697)
OTHER INCOME (EXPENSE)
Royalties and licensing fees	(15,000)	(80,000)	(15,000)	(85,000)
Other expense	(23,601)	0	(23,566)	0
Loss on extinguishment of debt	0	0	0	(3,393,542)
TOTAL OTHER INCOME (EXPENSE), NET	1,570,524	(80,000)	708,059	(3,478,542)
LOSS BEFORE INCOME TAXES	(6,260,907)	(5,648,709)	(17,242,182)	(34,631,239)
PROVISION (BENEFIT) FOR INCOME TAXES	0	0	0	0
NET LOSS	$ (6,260,907)	$ (5,648,709)	$ (17,242,182)	$ (34,631,239)

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Loss per share, basic	$ (0.23)	$ (0.42)	$ (0.75)	$ (2.66)
Loss per share, fully diluted	$ (0.23)	$ (0.42)	$ (0.75)	$ (2.66)
Weighted average number of common shares outstanding, basic	26,650,210	13,455,905	22,957,402	13,029,717
Weighted average number of common shares outstanding, diluted	26,650,210	13,455,905	22,957,402	13,029,717

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock, Common [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 1,196	$ 30,146,728	$ (247,165)	$ (27,550,126)	$ 2,350,634
Beginning balance, shares at Dec. 31, 2021	12,492,050
Shares issued for cash	$ 14	1,265,986			1,266,000
Shares issued for cash, shares	142,158
Shares issued for services	$ 40	3,539,960			3,540,000
Shares issued for services, shares	397,505
Retirement of shares		(247,165)	247,165
Retirement of shares, shares	(110,762)
Warrants converted to shares	$ 2	107,498			110,000
Warrants converted to shares, shares	24,704
Warrants issued for services		10,841,695			10,841,695
Net loss				(19,179,693)	(19,179,693)
Ending balance, value at Mar. 31, 2022	$ 1,252	49,063,261	0	(46,729,819)	2,337,195
Ending balance, shares at Mar. 31, 2022	12,945,655
Beginning balance, value at Dec. 31, 2021	$ 1,196	30,146,728	(247,165)	(27,550,126)	2,350,634
Beginning balance, shares at Dec. 31, 2021	12,492,050
Net loss					(34,631,239)
Ending balance, value at Sep. 30, 2022	$ 1,414	68,923,306	0	(62,181,365)	6,743,355
Ending balance, shares at Sep. 30, 2022	14,555,133
Beginning balance, value at Mar. 31, 2022	$ 1,252	49,063,261	0	(46,729,819)	2,337,195
Beginning balance, shares at Mar. 31, 2022	12,945,655
Shares issued for cash	$ 8	685,477			685,485
Shares issued for cash, shares	76,974
Shares issued for services	$ 2	179,998			180,000
Shares issued for services, shares	20,212
Warrants converted to shares	$ 10	382,490			382,500
Warrants converted to shares, shares	99,376
Warrants issued for services		8,278,691			8,278,691
Net loss				(9,802,837)	(9,802,837)
Ending balance, value at Jun. 30, 2022	$ 1,272	58,589,917	0	(56,532,656)	2,061,034
Ending balance, shares at Jun. 30, 2022	13,142,217
Shares issued for cash	$ 19	1,319,981			1,320,000
Shares issued for cash, shares	185,278
Shares issued for services	$ 10	899,990			900,000
Shares issued for services, shares	101,061
Warrants converted to shares	$ 113	4,758,212			4,755,824
Warrants converted to shares, shares	1,126,578
Warrants issued for services		3,355,206			3,355,206
Net loss				(5,648,709)	(5,648,709)
Ending balance, value at Sep. 30, 2022	$ 1,414	68,923,306	0	(62,181,365)	6,743,355
Ending balance, shares at Sep. 30, 2022	14,555,133
Beginning balance, value at Dec. 31, 2022	$ 1,957	70,541,095	0	(65,739,723)	4,803,329
Beginning balance, shares at Dec. 31, 2022	19,566,839
Shares issued for services	$ 137	2,396,677			3,116,814
Shares issued for services, shares	1,374,197
Warrants issued for services		1,111,706			1,111,706
Stock based compensation		122,391			122,391
Net loss				(7,868,244)	(7,868,244)
Ending balance, value at Mar. 31, 2023	$ 2,094	74,171,869	0	(73,607,967)	1,285,996
Ending balance, shares at Mar. 31, 2023	20,941,036
Beginning balance, value at Dec. 31, 2022	$ 1,957	70,541,095	0	(65,739,723)	4,803,329
Beginning balance, shares at Dec. 31, 2022	19,566,839
Net loss					(17,242,182)
Ending balance, value at Sep. 30, 2023	$ 3,299	87,990,247	0	(82,981,905)	5,011,641
Ending balance, shares at Sep. 30, 2023	32,991,036
Beginning balance, value at Mar. 31, 2023	$ 2,094	74,171,869	0	(73,607,967)	1,285,996
Beginning balance, shares at Mar. 31, 2023	20,941,036
Shares issued for services	$ 70	1,070,930			351,000
Shares issued for services, shares	700,000
Warrants issued for services		811,500			811,500
Stock based compensation		113,301			113,301
Net loss				(3,113,031)	(3,113,031)
Ending balance, value at Jun. 30, 2023	$ 2,440	79,208,185	0	(76,720,998)	2,489,627
Ending balance, shares at Jun. 30, 2023	24,396,036
Shares issued for cash	$ 50	499,950			500,000
Shares issued for cash, shares	500,000
Shares issued for services	$ 54	531,746			531,800
Shares issued for services, shares	550,000
Warrants issued for services		514,819			514,819
Stock based compensation		113,301			113,301
Net loss				(6,260,907)	(6,260,907)
Ending balance, value at Sep. 30, 2023	$ 3,299	$ 87,990,247	$ 0	$ (82,981,905)	$ 5,011,641
Ending balance, shares at Sep. 30, 2023	32,991,036

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
OPERATING ACTIVITIES
Net loss	$ (17,242,182)	$ (34,631,239)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	750,927	751,038
Stock based compensation	348,993	0
Shares issued for non-employee services	3,999,614	4,620,000
(Increase) decrease in:
Accounts receivable	8,075	(8,075)
Interest receivable	(833)	0
Prepaid assets	76,724	0
Right of use asset/liability	(623)	836
Increase (decrease) in:
Accounts payable	382,983	193,780
Accrued expenses	119,193	161,050
NET CASH USED IN OPERATING ACTIVITIES	(5,545,728)	(3,028,459)
INVESTING ACTIVITIES
NET CASH USED IN INVESTING ACTIVITIES	0	0
FINANCING ACTIVITIES
Repayment of notes payable	(374,999)	(300,000)
Shares issued for cash	500,000	3,271,485
NET CASH PROVIDED BY FINANCING ACTIVITIES	3,165,936	8,219,809
NET INCREASE (DECREASE) IN CASH	(2,379,792)	5,191,351
CASH AT BEGINNING OF PERIOD	3,791,302	2,179,558
CASH AT END OF PERIOD	1,411,510	7,370,909
SUPPLEMENTAL CASH FLOW DISCLOSURES
Interest paid	0	0
Taxes paid (refunded)	$ 0	$ 0

DESCRIPTION OF BUSINESS AND BAS

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Nature of Business General The Merger Transaction About the Company’s Subsidiaries Our current business model is designed around furthering the development of our current product portfolio. We are 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 auto-immune disease and oncology. Basis of Presentation – As a result of the Merger, the accompanying condensed consolidated financial statements included in this report reflect (1) the historical operating results of Coeptis prior to the Merger; (2) the combined results of the Company and Coeptis following the closing of the Merger; (3) the assets and liabilities of Coeptis at their historical cost; and (4) the Company’s equity structure for all periods presented. Principles of Consolidation Risks and Uncertainties

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are described in Note 2 “Summary of Significant Accounting Policies,” in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2023. There have been no material changes to the significant accounting policies during the three-month and nine-month periods ended September 30, 2023, except for items mentioned below. Use of Estimates Employee and Non-Employee Share-Based Compensation The Company applies Accounting Standards Codification (“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 options 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 condensed 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. Adoption of New Accounting Pronouncements During the three months and nine months ended September 30, 2023 and 2022, there were several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial statements. Going Concern 82,981,905

LICENSE RIGHT

LICENSE RIGHT	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
LICENSE RIGHT	NOTE 3 – LICENSE RIGHT Prior to 2022, the Company entered into an agreement with a foreign entity to market, distribute, and sell the Consensi product (“Product”) on an exclusive basis within the United States and Puerto Rico. Upon execution of the Agreement the Company paid $1,000,000 to the foreign entity. Milestone payments were due as follows; (1) $1,500,000 upon completion of the CMC Plan as reimbursements of costs incurred by the foreign entity, (2) $1,000,000 was due upon first commercial sale of the Product which occurred in June 2020. Milestones were met and paid in 2020. In September of 2021, the Company executed a license termination agreement with the foreign entity 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 2023 to satisfy amounts owed for the license, (ii) the issue of warrants (See Note 5) and (iii) transfer of inventory ownership back to the foreign entity. 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 executed an amendment to revise the note’s payment schedule. The revised payment schedule has four milestone payments (the first two of which were paid on July 17, 2023 and September 30, 2023, with the remaining two due on December 31, 2023 and March 31, 2024). As of September 30, 2023, there was an outstanding balance of $ 625,000 During the year ended December 31, 2021, the Company and VyGen-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 3,250,000 5,000,000 250,000 1,500,000 no 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 VyGen Bio, 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. VyGen Bio is responsible for development activities conducted and overseen by the scientists at Karolinska Institute. The agreement does not currently require additional payments for R&D costs by the Company and no additional payments are required upon development or regulatory milestones.

DEBT

DEBT	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
DEBT	NOTE 4 – DEBT In January 2020, the Company entered into a Senior Secured Note agreement with an unrelated party. The principal amount of $ 500,000 8 July 31, 2022 400,000 500,000 135,671 In January 2020, the Company entered into a Senior Secured Note agreement with an unrelated party. The principal amount of $ 167,000 8 July 31, 2022 250,000 50,000 117,000 42,893 In September 2021, as part of a termination of a license agreement with Purple BioTech (“Purple”), the Company issued a convertible note in the principal amount of $ 1,500,000 5 625,000 In May 2023, the Company entered into an unsecured Note agreement with an unrelated party in the principal amount of $ 200,000 4.5 In June 2023, the Company entered into an unsecured Note agreement with an unrelated party in the principal amount of $ 150,000 In September 2023, the Company entered into an unsecured convertible Note agreement in the principal amount of $ 150,000 Loans under the CARES Act 150,000 3.75 150,000 Maturities of notes payable are as follows for the years ended December 31, Schedule of maturities for notes payable 2023 $ 200,000 2024 625,000 2025 – 2026 – 2027 1,687 Thereafter 148,313 Total notes payable $ 975,000 Derivative Liability Warrants - At September 30, 2023, there were (i) 7,500,000 3,750,000 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. 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 over the methodology and valuation of the Warrants. The Company follows the guidance in ASC Topic 820, Fair Value Measurement 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). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: 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 following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2023 and December 31, 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of fair value of warrants Description Level September 30, December 31, Warrant Liability – Public Warrants 1 $ 169,500 $ 750,000 Warrant Liability – Private Placement Warrants 3 $ 208,875 $ 375,000 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented in the condensed 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 September 30, December 31, Risk-free interest rate 4.56% 3.97% Expected volatility 59.41% 67.1% Exercise price $ 11.50 $ 11.50 Stock price $ 1.16 $ 1.53 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, 2022 $ 375,000 $ 750,000 $ 1,125,000 Change in valuation inputs 1,012,500 375,000 1,387,500 Fair value as of March 31, 2023 1,387,500 1,125,000 2,512,500 Change in valuation inputs 75,000 (600,000 ) (525,000 ) Fair value as of June 30, 2023 1,462,500 525,000 1,987,500 Change in valuation inputs (1,253,625 ) (355,500 ) (1,609,125 ) Fair value as of September 30, 2023 $ 208,875 $ 169,500 $ 378,375 There were no

CAPITAL STRUCTURE

CAPITAL STRUCTURE	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
CAPITAL STRUCTURE	NOTE 5 – 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 0.0001 10,000,000 0.0001 Common Stock 32,991,036 19,566,839 In 2022, and again in 2023, Coeptis Therapeutics Holdings, Inc., raised capital by issuance of common stock above the stated par value. The contributed capital recognized as additional paid in capital during the nine months ended September 30, 2023 and 2022 was $ 499,950 3,271,444 no On June 16, 2023, the Company completed a public offering issuing 2,150,000 1,350,000 3,062,500 3,062,500 3.0 0.0001 3,500,000 1.65 Treasury Stock 110,762 247,165 110,762 no Preferred Stock no 8,000 Stock Based Compensation – Stock Based Compensation A summary of the Company’s stock option activity is as follows: Schedule of option activity Shares Underlying Options Weighted Average Exercise Price Weighted Average Contractual Life (Years) Intrinsic Value Outstanding at December 31, 2022 – – Granted 1,457,500 $ 2.20 8.53 $ – Forfeited – – Exercised – – Outstanding at September 30, 2023 1,457,500 $ 2.20 7.86 $ – For the three months ended September 30, 2023 and 2022, the Company recorded $ 113,301 0 348,993 0 1,093,448 The options granted during the nine months ended September 30, 2023 were valued using the Black-Scholes option pricing model using the following weighted average assumptions: Schedule of options assumptions For the nine months ended September 30, 2023 Expected term, in years 5.38 Expected volatility 79.35% Risk-free interest rate 3.66% Dividend yield – Common Stock Warrants As a result of the Merger on October 28, 2022, all surviving warrants from Coeptis Therapeutics, Inc. were converted using a 2.9685:1 ratio, and became exercisable to acquire shares of the Company’s common stock. 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 500,000 2 5 November 30, 2023 336,869 Warrant Holder 1 500,000 1 500,000 2 500,000 5 June 1, 2026 2,500 504,461 Warrant Holder 2 200,000 1 100,000 2 100,000 5 July 26, 2026 5,000 195,000 75,000 25,000 33,687 On September 22, 2021, Coeptis Therapeutics, Inc. issued a warrant in conjunction with the termination of the license right (see Note 3) with Purple, granting Purple the right to purchase 300,000 5 1,897,585 101,061 Warrant Holder 3 600,000 1 300,000 175,000 115,000 10,000 no Warrant Holder 4 300,000 300,000 no Warrant Holder 5 175,000 200,000 126,326 Warrant Holder 6 250,000 1.50 January 31, 2024 84,217 Warrant Holder 7 400,000 1.50 January 31, 2024 134,747 Warrant Holder 8 775,000 1.50 January 31, 2024 775,000 no Warrant Holder 9 200,000 1.50 January 31, 2024 200,000 no Warrant Holder 10 350,000 1.50 January 31, 2024 53,334 50,000 246,666 no Warrant Holder 11 150,000 1 150,000 2 January 31, 2024 170,000 1.50 January 31, 2024 158,328 Warrant Holder 12 1,018,050 1.50 January 31, 2024 100,000 918,050 no Warrant Holder 13 225,000 1.50 January 31, 2024 15,000 210,000 no Warrant Holder 14 – 100,000 1 January 31, 2024 100,000 no Warrant Holder 15 – 100,000 1.50 January 31, 2024 100,000 no Warrant Holder 16 – 100,000 1.50 January 31, 2024 25,000 75,000 no Warrant Holder 17 – 52,050 1.50 January 31, 2024 52,050 no Warrant Holder 18 – 250,000 3 March 30, 2024 84,217 Warrant Holder 19 – 300,000 1.50 April 1, 2027 300,000 no Warrant Holder 20 – 100,000 2.50 January 2, 2027 Warrant Holder 21 – 250,000 1.90 January 19, 2027 Warrant Holder 22 – 126,000 1.25 December 16, 2028 Warrant Holder 23 – 84,000 1.25 December 16, 2028 The warrants issued since May 28, 2021 and as of September 30, 2023 were valued using the Black-Scholes option pricing model using the following assumptions: 1) exercise price ranging from $1.00 to $5.00 per share, 2) fair value ranging from $4.80 to $6.00 per share, 3) discount rate ranging from 1.15% to 2.31%, 3) dividend rate of 0%, and 4) a term ranging from 2 to 5 years. On April 19, 2022, Coeptis Therapeutics, Inc. initiated a warrant conversion call for certain warrants and on April 20, 2022, for additional warrants. The original expiration for the warrant conversions was set as May 19, 2022, and May 20, 2022. The expiration date was extended and moved to June 30, 2022. A second extension moved the expiration to July 15, 2022, and the third extension moved the expiration date for the warrant conversions to August 1, 2022. The final extension was extended and moved to September 13, 2022. Warrants that were part of the call and not exercised by this date expired. Schedule of warrant outstanding Warrant $ 0.0001 $ 1.00 $ 1.25 $ 1.50 $ 1.65 $ 1.90 $ 2.00 $ 2.50 $ 3.00 $ 5.00 contract # Shares $ 2.97 $ 4.45 $ 5.94 $ 8.91 $ 14.84 Coral Investment Partners Warrants 1,000,000 – – – – – – 500,000 – – 500,000 Coral Investment Partners Warrants, as converted 336,869 – – – – – – 168,434 – – 168,434 Warrant Holder 1 1,500,000 – 500,000 – – – – 500,000 – – 500,000 July 28, 2022 (2,500 ) – (2,500 ) – – – – – – – – 1,497,500 – 497,500 – – – – 500,000 – – 500,000 Warrant Holder 1, as converted 504,461 – 167,592 – – – – 168,434 – – 168,434 Warrant Holder 2 400,000 – 200,000 – – – – 100,000 – – 100,000 March 1, 2022 (5,000 ) – (5,000 ) – – – – – – – – June 27, 2022 (270,000 ) – (195,000 ) – – – – (75,000 ) – – – Expired – September 13, 2022 (25,000 ) – – – – – – (25,000 ) – – – 100,000 – – – – – – – – – 100,000 Warrant Holder 2, as converted 33,687 – – – – – – – – – 33,687 Purple BioTech 300,000 – – – – – – – – – 300,000 Purple BioTech, as converted 101,061 – – – – – – – – – 101,061 Warrant Holder 3 600,000 – 600,000 – – – – – – – – Transfer to Warrant Holder 4 (300,000 ) – (300,000 ) – – – – – – – – Transfer to Warrant Holder 5 (175,000 ) – (175,000 ) – – – – – – – – August 19, 2022 (115,000 ) – (115,000 ) – – – – – – – – Expired – September 13, 2022 (10,000 ) – (10,000 ) – – – – – – – – – – – – – – – – – – – Warrant Holder 3, as converted – – – – – – – – – – – Warrant Holder 4 Transfer from Warrant Holder 3 300,000 – 300,000 – – – – – – – – August 19, 2022 (300,000 ) – (300,000 ) – – – – – – – – – – – – – – – – – – – Warrant Holder 4, as converted – – – – – – – – – – – Warrant $ 0.0001 $ 1.00 $ 1.25 $ 1.50 $ 1.65 $ 1.90 $ 2.00 $ 2.50 $ 3.00 $ 5.00 contract # Shares $ 2.97 $ 4.45 $ 5.94 $ 8.91 $ 14.84 Warrant Holder 5 Transfer from Warrant Holder 3 175,000 – 175,000 – – – – – – – – Transfer from Warrant Holder 9 200,000 – – – 200,000 – – – – – – 375,000 – 175,000 – 200,000 – – – – – – Warrant Holder 5, as converted 126,326 – 58,952 – 67,374 – – – – – – Warrant Holder 6 250,000 – – – 250,000 – – – – – – Warrant Holder 6, as converted 84,217 – – – 84,217 – – – – – – Warrant Holder 7 400,000 – – – 400,000 – – – – – – Warrant Holder 7, as converted 134,747 – – – 134,747 – – – – – – Warrant Holder 8 775,000 – – – 775,000 – – – – – – September 14, 2022 (775,000 ) – – – (775,000 ) – – – – – – – – – – – – – – – – – Warrant Holder 8, as converted – – – – – – – – – – – Warrant Holder 9 200,000 – – – 200,000 – – – – – – Transfer to Warrant Holder 5 (200,000 ) – – – (200,000 ) – – – – – – – – – – – – – – – – – Warrant Holder 9, as converted – – – – – – – – – – – Warrant Holder 10 350,000 – – – 350,000 – – – – – – March 1, 2022 (53,334 ) – – – (53,334 ) – – – – – – August 19, 2022 (50,000 ) – – – (50,000 ) – – – – – – September 14, 2022 (246,666 ) – – – (246,666 ) – – – – – – – – – – – – – – – – – Warrant Holder 10, as converted – – – – – – – – – – – Warrant Holder 11 300,000 – 150,000 – – – – 150,000 – – – April 14, 2022 170,000 – – – 170,000 – – – – – – 470,000 – 150,000 – 170,000 – – 150,000 – – – Warrant Holder 11, as converted 158,328 – 50,530 – 57,268 – – 50,530 – – – Warrant $ 0.0001 $ 1.00 $ 1.25 $ 1.50 $ 1.65 $ 1.90 $ 2.00 $ 2.50 $ 3.00 $ 5.00 contract # Shares $ 2.97 $ 4.45 $ 5.94 $ 8.91 $ 14.84 Warrant Holder 12 1,018,050 – – – 1,018,050 – – – – – – August 19, 2022 (100,000 ) – – – (100,000 ) – – – – – – September 14, 2022 (918,050 ) – – – (918,050 ) – – – – – – – – – – – – – – – – – Warrant Holder 12, as converted – – – – – – – – – – – Warrant Holder 13 225,000 – – – 225,000 – – – – – – March 1, 2022 (15,000 ) – – – (15,000 ) – – – – – – September 14, 2022 (210,000 ) – – – (210,000 ) – – – – – – – – – – – – – – – – – Warrant Holder 13, as converted – – – – – – – – – – – Warrant Holder 14 100,000 – 100,000 – – – – – – – – August 19, 2022 (100,000 ) – (100,000 ) – – – – – – – – – – – – – – – – – – – Warrant Holder 14, as converted – – – – – – – – – – – Warrant Holder 15 100,000 – – – 100,000 – – – – – – September 14, 2022 (100,000 ) – – – (100,000 ) – – – – – – – – – – – – – – – – – Warrant Holder 15, as converted – – – – – – – – – – – Warrant Holder 16 100,000 – – – 100,000 – – – – – – June 27, 2022 (25,000 ) – – – (25,000 ) – – – – – – September 14, 2022 (75,000 ) – – – (75,000 ) – – – – – – – – – – – – – – – – – Warrant Holder 16, as converted – – – – – – – – – – – Warrant Holder 17 52,050 – – – 52,050 – – – – – – September 14, 2022 (52,050 ) – – – (52,050 ) – – – – – – – – – – – – – – – – – Warrant Holder 17, as converted – – – – – – – – – – – Warrant $ 0.0001 $ 1.00 $ 1.25 $ 1.50 $ 1.65 $ 1.90 $ 2.00 $ 2.50 $ 3.00 $ 5.00 contract # Shares $ 2.97 $ 4.45 $ 5.94 $ 8.91 $ 14.84 Warrant Holder 18 250,000 – – – – – – – – 250,000 – Warrant Holder 18, as converted 84,217 – – – – – – – – 84,217 – Warrant Holder 19 300,000 – – – 300,000 – – – – – – (300,000 ) – – – (300,000 ) – – – – – – – – – – – – – – – – – Warrant Holder 19, as converted – – – – – – – – – – – Warrant Holder 20 – – – – – – – – – – – January 3, 2023 100,000 – – – – – – – 100,000 – – Warrant Holder 20 100,000 – – – – – – – 100,000 – – Warrant Holder 21 – – – – – – – – – – – January 20, 2023 250,000 – – – – – 250,000 – – – – Warrant Holder 21 250,000 – – – – – 250,000 – – – – Pre-Funded Warrant 1,350,000 1,350,000 – – – – – – – – – June 21, 2023 (605,000 ) (605,000 ) – – – – – – – – – Pre-Funded Warrant 745,000 745,000 – – – – – – – – – Series A – Warrant – – – – – – – – – – – June 16, 2023 3,062,500 – – – – 3,062,500 – – – – – Series A – Warrant 3,062,500 – – – – 3,062,500 – – – – – Series B – Warrant – – – – – – – – – – – June 16, 2023 3,062,500 – – – – 3,062,500 – – – – – Series B – Warrant 3,062,500 – – – – 3,062,500 – – – – – Warrant Holder 25 – – – – – – – – – – – June 16, 2023 126,000 – – 126,000 – – 250,000 – – – – Warrant Holder 22 126,000 – – 126,000 – – 250,000 – – – – Warrant $ 0.0001 $ 1.00 $ 1.25 $ 1.50 $ 1.65 $ 1.90 $ 2.00 $ 2.50 $ 3.00 $ 5.00 contract # Shares $ 2.97 $ 4.45 $ 5.94 $ 8.91 $ 14.84 Warrant Holder 26 – – – – – – – – – – – June 16, 2023 84,000 – – 84,000 – – 250,000 – – – – Warrant Holder 23 84,000 – – 84,000 – – 250,000 – – – – Total warrants outstanding for purchase of shares: 12,072,500 745,000 822,500 210,000 1,020,000 6,125,000 250,000 1,150,000 100,000 250,000 1,400,000 Total warrants outstanding for purchase of shares, as converted: 8,993,912 745,000 277,074 210,000 343,606 6,125,000 250,000 387,399 100,000 84,217 471,616 Options/Stock Awards –

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 6 – COMMITMENTS AND CONTINGENCIES Leases – Leases 33,750 Future minimum rental payments required under the lease are as follows: Schedule of future minimum rental payments 2023 $ 11,250 2024 18,750 Total minimum lease payments: 30,000 Less amount representing interest (4,520 ) Present value of minimum lease payments: $ 25,480 As of September 30, 2023, the Company had recorded a right of use asset of $ 28,676 10,757 14,723 Legal Matters University of Pittsburgh Option Agreement CAR T License 75,000 annual maintenance fees ranging between $15,000 and $25,000 716,714 In September 2023, the Company expanded its exclusive license agreement with the University of Pittsburgh to include the SNAP-CAR technology platform in natural killer (NK) cells. The Company agreed to pay $ 2,000 Deverra Therapeutics, Inc. As consideration for the transactions described above, the Company paid Deverra approximately $ 570,000 4,000,000 On October 26, 2023, the Company entered into a Shared Services Agreement (“SSA”) with Deverra, in accordance with requirements set forth in the APA. Under the terms of the SSA, Coeptis and Deverra will share resources and collaborate to further the development of Coeptis’ GEAR and SNAP-CAR platforms, as well as the purchased and licensed assets under the License Agreement and APA. The term of the SSA is six months from the effective date. 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.

401(k) PROFIT-SHARING PLAN

401(k) PROFIT-SHARING PLAN	9 Months Ended
	Sep. 30, 2023
Retirement Benefits [Abstract]
401(k) PROFIT-SHARING PLAN	NOTE 7 - 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 three and nine-month periods ended September 30, 2023 and 2022, no

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 8 – INCOME TAXES no

NOTE RECEIVABLE

NOTE RECEIVABLE	9 Months Ended
	Sep. 30, 2023
Credit Loss [Abstract]
NOTE RECEIVABLE	NOTE 9 – NOTE RECEIVABLE On July 19, 2023 the Company (“Lender”) entered into a Promissory 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 was 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 6, 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 6, $567,609 of principal and $2,892 of interest were applied against the cash portion of the closing payment with the Lender in connection with such transaction. The Note is considered paid in full. In September 2023, the Company entered into a Note agreement with a third party borrower. The Company agreed to issue 500,000 500,000 6 August 30, 2024 In September 2023, the Company entered into a Note agreement with a third party borrower. The Company agreed to issue 2,000,000 2,000,000 6 August 30, 2024

RELATED PARTY TRANSACTION

RELATED PARTY TRANSACTION	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTION	NOTE 10 – RELATED PARTY TRANSACTION 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 600,000 600,000 100,000

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS Management has performed a review of items and transactions occurring after September 30, 2023 to determine if there were any that would require adjustment to or disclosure in the accompanying condensed consolidated financial statements, noting no such items or transactions other than the following items. On October 16, 2023, the Company terminated the exclusive option agreement with the University of Pittsburgh for rights to three chimeric antigen receptor T cell (“CAR-T”) technologies that offer the potential to address a range of hematologic and solid tumors. See Note 6, Commitments and Contingencies, for further information. On October 26, 2023, the Company completed a private placement of 777,000 shares of our common stock, pre-funded warrants exercisable to acquire up to 1,223,000 shares of our common stock, Series A Warrants exercisable to acquire up to 2,000,000 shares of our common stock and Series B Warrants exercisable to acquire up to 2,000,000 shares of our common stock, for net proceeds of approximately $1.78 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. 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 $1.36 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 5 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 $1.65 per share to $1.36 per share. In connection with the private placement the Company also issued to the exclusive placement agent warrants exercisable to acquire up to 120,000 shares of our common stock at an exercise price of $1.40 per share. On October 26, 2023, the Company entered into a Shared Services Agreement (“SSA”) with Deverra, in accordance with requirements set forth in the APA. Under the terms of the SSA, Coeptis and Deverra will share resources and collaborate to further the development of Coeptis’ GEAR and SNAP-CAR platforms, as well as the purchased and licensed assets under the License Agreement and APA. The term of the SSA is six months from the effective date. See Note 6, Commitments and Contingencies, for further information.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates
Employee and Non-Employee Share-Based Compensation	Employee and Non-Employee Share-Based Compensation The Company applies Accounting Standards Codification (“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 options 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 condensed 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.
Going Concern	Adoption of New Accounting Pronouncements During the three months and nine months ended September 30, 2023 and 2022, there were several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial statements. Going Concern 82,981,905

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Schedule of maturities for notes payable	Schedule of maturities for notes payable 2023 $ 200,000 2024 625,000 2025 – 2026 – 2027 1,687 Thereafter 148,313 Total notes payable $ 975,000
Schedule of fair value of warrants	Schedule of fair value of warrants Description Level September 30, December 31, Warrant Liability – Public Warrants 1 $ 169,500 $ 750,000 Warrant Liability – Private Placement Warrants 3 $ 208,875 $ 375,000
Schedule of fair value assumptions	Schedule of fair value assumptions September 30, December 31, Risk-free interest rate 4.56% 3.97% Expected volatility 59.41% 67.1% Exercise price $ 11.50 $ 11.50 Stock price $ 1.16 $ 1.53

CAPITAL STRUCTURE (Tables)

CAPITAL STRUCTURE (Tables)	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
Schedule of option activity	Schedule of option activity Shares Underlying Options Weighted Average Exercise Price Weighted Average Contractual Life (Years) Intrinsic Value Outstanding at December 31, 2022 – – Granted 1,457,500 $ 2.20 8.53 $ – Forfeited – – Exercised – – Outstanding at September 30, 2023 1,457,500 $ 2.20 7.86 $ –
Schedule of options assumptions	Schedule of options assumptions For the nine months ended September 30, 2023 Expected term, in years 5.38 Expected volatility 79.35% Risk-free interest rate 3.66% Dividend yield –
Schedule of warrant outstanding	Schedule of warrant outstanding Warrant $ 0.0001 $ 1.00 $ 1.25 $ 1.50 $ 1.65 $ 1.90 $ 2.00 $ 2.50 $ 3.00 $ 5.00 contract # Shares $ 2.97 $ 4.45 $ 5.94 $ 8.91 $ 14.84 Coral Investment Partners Warrants 1,000,000 – – – – – – 500,000 – – 500,000 Coral Investment Partners Warrants, as converted 336,869 – – – – – – 168,434 – – 168,434 Warrant Holder 1 1,500,000 – 500,000 – – – – 500,000 – – 500,000 July 28, 2022 (2,500 ) – (2,500 ) – – – – – – – – 1,497,500 – 497,500 – – – – 500,000 – – 500,000 Warrant Holder 1, as converted 504,461 – 167,592 – – – – 168,434 – – 168,434 Warrant Holder 2 400,000 – 200,000 – – – – 100,000 – – 100,000 March 1, 2022 (5,000 ) – (5,000 ) – – – – – – – – June 27, 2022 (270,000 ) – (195,000 ) – – – – (75,000 ) – – – Expired – September 13, 2022 (25,000 ) – – – – – – (25,000 ) – – – 100,000 – – – – – – – – – 100,000 Warrant Holder 2, as converted 33,687 – – – – – – – – – 33,687 Purple BioTech 300,000 – – – – – – – – – 300,000 Purple BioTech, as converted 101,061 – – – – – – – – – 101,061 Warrant Holder 3 600,000 – 600,000 – – – – – – – – Transfer to Warrant Holder 4 (300,000 ) – (300,000 ) – – – – – – – – Transfer to Warrant Holder 5 (175,000 ) – (175,000 ) – – – – – – – – August 19, 2022 (115,000 ) – (115,000 ) – – – – – – – – Expired – September 13, 2022 (10,000 ) – (10,000 ) – – – – – – – – – – – – – – – – – – – Warrant Holder 3, as converted – – – – – – – – – – – Warrant Holder 4 Transfer from Warrant Holder 3 300,000 – 300,000 – – – – – – – – August 19, 2022 (300,000 ) – (300,000 ) – – – – – – – – – – – – – – – – – – – Warrant Holder 4, as converted – – – – – – – – – – – Warrant $ 0.0001 $ 1.00 $ 1.25 $ 1.50 $ 1.65 $ 1.90 $ 2.00 $ 2.50 $ 3.00 $ 5.00 contract # Shares $ 2.97 $ 4.45 $ 5.94 $ 8.91 $ 14.84 Warrant Holder 5 Transfer from Warrant Holder 3 175,000 – 175,000 – – – – – – – – Transfer from Warrant Holder 9 200,000 – – – 200,000 – – – – – – 375,000 – 175,000 – 200,000 – – – – – – Warrant Holder 5, as converted 126,326 – 58,952 – 67,374 – – – – – – Warrant Holder 6 250,000 – – – 250,000 – – – – – – Warrant Holder 6, as converted 84,217 – – – 84,217 – – – – – – Warrant Holder 7 400,000 – – – 400,000 – – – – – – Warrant Holder 7, as converted 134,747 – – – 134,747 – – – – – – Warrant Holder 8 775,000 – – – 775,000 – – – – – – September 14, 2022 (775,000 ) – – – (775,000 ) – – – – – – – – – – – – – – – – – Warrant Holder 8, as converted – – – – – – – – – – – Warrant Holder 9 200,000 – – – 200,000 – – – – – – Transfer to Warrant Holder 5 (200,000 ) – – – (200,000 ) – – – – – – – – – – – – – – – – – Warrant Holder 9, as converted – – – – – – – – – – – Warrant Holder 10 350,000 – – – 350,000 – – – – – – March 1, 2022 (53,334 ) – – – (53,334 ) – – – – – – August 19, 2022 (50,000 ) – – – (50,000 ) – – – – – – September 14, 2022 (246,666 ) – – – (246,666 ) – – – – – – – – – – – – – – – – – Warrant Holder 10, as converted – – – – – – – – – – – Warrant Holder 11 300,000 – 150,000 – – – – 150,000 – – – April 14, 2022 170,000 – – – 170,000 – – – – – – 470,000 – 150,000 – 170,000 – – 150,000 – – – Warrant Holder 11, as converted 158,328 – 50,530 – 57,268 – – 50,530 – – – Warrant $ 0.0001 $ 1.00 $ 1.25 $ 1.50 $ 1.65 $ 1.90 $ 2.00 $ 2.50 $ 3.00 $ 5.00 contract # Shares $ 2.97 $ 4.45 $ 5.94 $ 8.91 $ 14.84 Warrant Holder 12 1,018,050 – – – 1,018,050 – – – – – – August 19, 2022 (100,000 ) – – – (100,000 ) – – – – – – September 14, 2022 (918,050 ) – – – (918,050 ) – – – – – – – – – – – – – – – – – Warrant Holder 12, as converted – – – – – – – – – – – Warrant Holder 13 225,000 – – – 225,000 – – – – – – March 1, 2022 (15,000 ) – – – (15,000 ) – – – – – – September 14, 2022 (210,000 ) – – – (210,000 ) – – – – – – – – – – – – – – – – – Warrant Holder 13, as converted – – – – – – – – – – – Warrant Holder 14 100,000 – 100,000 – – – – – – – – August 19, 2022 (100,000 ) – (100,000 ) – – – – – – – – – – – – – – – – – – – Warrant Holder 14, as converted – – – – – – – – – – – Warrant Holder 15 100,000 – – – 100,000 – – – – – – September 14, 2022 (100,000 ) – – – (100,000 ) – – – – – – – – – – – – – – – – – Warrant Holder 15, as converted – – – – – – – – – – – Warrant Holder 16 100,000 – – – 100,000 – – – – – – June 27, 2022 (25,000 ) – – – (25,000 ) – – – – – – September 14, 2022 (75,000 ) – – – (75,000 ) – – – – – – – – – – – – – – – – – Warrant Holder 16, as converted – – – – – – – – – – – Warrant Holder 17 52,050 – – – 52,050 – – – – – – September 14, 2022 (52,050 ) – – – (52,050 ) – – – – – – – – – – – – – – – – – Warrant Holder 17, as converted – – – – – – – – – – – Warrant $ 0.0001 $ 1.00 $ 1.25 $ 1.50 $ 1.65 $ 1.90 $ 2.00 $ 2.50 $ 3.00 $ 5.00 contract # Shares $ 2.97 $ 4.45 $ 5.94 $ 8.91 $ 14.84 Warrant Holder 18 250,000 – – – – – – – – 250,000 – Warrant Holder 18, as converted 84,217 – – – – – – – – 84,217 – Warrant Holder 19 300,000 – – – 300,000 – – – – – – (300,000 ) – – – (300,000 ) – – – – – – – – – – – – – – – – – Warrant Holder 19, as converted – – – – – – – – – – – Warrant Holder 20 – – – – – – – – – – – January 3, 2023 100,000 – – – – – – – 100,000 – – Warrant Holder 20 100,000 – – – – – – – 100,000 – – Warrant Holder 21 – – – – – – – – – – – January 20, 2023 250,000 – – – – – 250,000 – – – – Warrant Holder 21 250,000 – – – – – 250,000 – – – – Pre-Funded Warrant 1,350,000 1,350,000 – – – – – – – – – June 21, 2023 (605,000 ) (605,000 ) – – – – – – – – – Pre-Funded Warrant 745,000 745,000 – – – – – – – – – Series A – Warrant – – – – – – – – – – – June 16, 2023 3,062,500 – – – – 3,062,500 – – – – – Series A – Warrant 3,062,500 – – – – 3,062,500 – – – – – Series B – Warrant – – – – – – – – – – – June 16, 2023 3,062,500 – – – – 3,062,500 – – – – – Series B – Warrant 3,062,500 – – – – 3,062,500 – – – – – Warrant Holder 25 – – – – – – – – – – – June 16, 2023 126,000 – – 126,000 – – 250,000 – – – – Warrant Holder 22 126,000 – – 126,000 – – 250,000 – – – – Warrant $ 0.0001 $ 1.00 $ 1.25 $ 1.50 $ 1.65 $ 1.90 $ 2.00 $ 2.50 $ 3.00 $ 5.00 contract # Shares $ 2.97 $ 4.45 $ 5.94 $ 8.91 $ 14.84 Warrant Holder 26 – – – – – – – – – – – June 16, 2023 84,000 – – 84,000 – – 250,000 – – – – Warrant Holder 23 84,000 – – 84,000 – – 250,000 – – – – Total warrants outstanding for purchase of shares: 12,072,500 745,000 822,500 210,000 1,020,000 6,125,000 250,000 1,150,000 100,000 250,000 1,400,000 Total warrants outstanding for purchase of shares, as converted: 8,993,912 745,000 277,074 210,000 343,606 6,125,000 250,000 387,399 100,000 84,217 471,616

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Schedule of future minimum rental payments	Schedule of future minimum rental payments 2023 $ 11,250 2024 18,750 Total minimum lease payments: 30,000 Less amount representing interest (4,520 ) Present value of minimum lease payments: $ 25,480

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Accumulated deficit	$ 82,981,905	$ 65,739,723

LICENSE RIGHT (Details Narrativ

LICENSE RIGHT (Details Narrative)	Sep. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Outstanding balance due under convertible note	$ 625,000

DEBT (Details - Debt maturities

DEBT (Details - Debt maturities)	Sep. 30, 2023 USD ($)
Debt Disclosure [Abstract]
2023	$ 200,000
2024	625,000
2025	0
2026	0
2027	1,687
Total notes payable	$ 975,000

DEBT (Details - Assumptions)

DEBT (Details - Assumptions) - Fair Value, Inputs, Level 3 [Member]	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Measurement Input, Risk Free Interest Rate [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivatives, determination of fair value	4.56%	3.97%
Measurement Input, Price Volatility [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivatives, determination of fair value	59.41%	67.1%
Measurement Input, Exercise Price [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivatives, determination of fair value	11.50	11.50
Measurement Input, Share Price [Member]
Platform Operator, Crypto-Asset [Line Items]
Derivatives, determination of fair value	1.16	1.53

DEBT (Details Narrative)

DEBT (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Debt Disclosure [Abstract]
Outstanding balance due under convertible note	$ 625,000
Fair value transfers	$ 0	$ 0

CAPITAL STRUCTURE (Details - Wa

CAPITAL STRUCTURE (Details - Warrants)	Sep. 30, 2023 shares
Warrant [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Outstanding	12,072,500

CAPITAL STRUCTURE (Details Narr

CAPITAL STRUCTURE (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Class of Stock [Line Items]
Common stock, shares authorized	150,000,000		150,000,000
Common stock, par or stated value per share	$ 0.0001		$ 0.0001
Preferred stock, shares authorized	10,000,000		10,000,000
Preferred stock, par or stated value per share	$ 0.0001		$ 0.0001
Common stock, shares, issued	32,991,036		19,566,839
Common stock, shares, outstanding	32,991,036		19,566,839
Adjustments to additional paid in capital, other	$ 499,950	$ 3,271,444
Capital distributions	0	0
Treasury stock	$ 0	$ 0
Preferred stock, shares issued	0		0
Preferred stock, shares outstanding	0		0
Unamortized stock-based compensation	$ 1,093,448
Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares authorized	150,000,000
Common stock, par or stated value per share	$ 0.0001
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued		8,000
Preferred stock, shares outstanding		8,000

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details)	Sep. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2023	$ 11,250
2024	18,750
Total minimum lease payments:	30,000
Less amount representing interest	(4,520)
Present value of minimum lease payments:	$ 25,480

COMMITMENTS AND CONTINGENCIES_3

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Operating Lease, Expense	$ 33,750
Right of use asset		$ 28,676	$ 58,914
Current lease liabilities		10,757	41,618
Non-current lease liabilities		$ 14,723	$ 14,723

401(k) PROFIT-SHARING PLAN (Det

401(k) PROFIT-SHARING PLAN (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Retirement Benefits [Abstract]
Employer contributions	$ 0	$ 0	$ 0	$ 0

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Income tax expense or benefit	$ 0	$ 0	$ 0	$ 0