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 36,427,417 35,331,036 During the three months ended March 31, 2024 and the year ended December 31, 2023, there were 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 0.0001 3,500,000 1.65 On October 26, 2023, the Company completed a private placement of 777,000 1,223,000 2,000,000 2,000,000 1.8 0.001 1.36 18 5.5 1.65 1.36 120,000 1.40 On December 28, 2023, the Company granted pre-funded warrants exercisable to acquire up to 1,200,000 1,200,000 0.0001 200,000 1,000,000 On February 8, 2024, the Company granted pre-funded warrants exercisable to acquire up to 4,000,000 2,400,000 0.0001 500,000 1,900,000 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 stock option activity Shares Underlying Options Weighted Average Exercise Price Weighted Average Contractual Life (Years) Intrinsic Value Outstanding at December 31, 2023 1,757,500 $ 2.01 7.97 $ – Granted – Forfeited (100,000 ) $ 10.00 Exercised – Outstanding at March 31, 2024 1,657,500 $ 1.53 8.20 $ – For the three months ended March 31, 2024 and 2023, the Company recorded $ 96,889 122,391 1,126,614 The Company did not grant options during the three months ended March 31, 2024. The options granted during the three months ended March 31, 2023 were valued using the Black-Scholes option pricing model using the following weighted average assumptions: Schedule of options assumptions For the three months ended March 31, 2024 Expected term, in years 5.38 Expected volatility 79.35 Risk-free interest rate 3.66 Dividend yield – Options/Stock Awards – 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 Warrant Holder 1 500,000 1 500,000 2 500,000 5 June 1, 2026 2,500 504,460 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 December 20, 2026 300,000 175,000 115,000 10,000 no Warrant Holder 4 300,000 300,000 no Warrant Holder 5 175,000 200,000 67,374 58,952 Warrant Holder 6 250,000 1.50 January 31, 2024 84,217 none Warrant Holder 7 400,000 1.50 January 31, 2024 134,747 none 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 50,530 50,530 57,268 none Warrant Holder 12 1,018,050 shares of common stock at a price of $ 1.50 per share. The warrants expire on January 31, 2024 . As part of the call, 100,000 warrants at $1.50 per share were exercised on August 19, 2022, and 918,050 warrants at $1.50 per share were exercised on September 14, 2022. As of March 31, 2024, no ne of these warrants were outstanding. 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 none 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 66,000 1.40 April 26, 2029 Warrant Holder 23 – 84,000 1.25 December 16, 2028 48,000 1.40 April 26, 2029 Warrant Holder 24 – 6,000 1.40 April 26, 2029 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 have expired. The warrants listed above and issued since May 28, 2021 and as of March 31, 2024 were valued using the Black-Scholes option pricing model using the following assumptions: 1) exercise price ranging from $1.40 to $14.84 per share, 2) fair value ranging from $1.36 to $6.00 per share, 3) discount rate ranging from 1.15% to 4.81%, 3) dividend rate of 0%, and 4) a term ranging from 2 to 5 years. The warrants listed below were not valued using the Black-Scholes option pricing model. As above, on June 16, 2023, the Company completed a public offering issuing 1,350,000 3,062,500 3,062,500 3,500,000 As above, on October 26, 2023, the Company completed a private placement of pre-funded warrants exercisable to acquire up to 1,223,000 2,000,000 2,000,000 2,000,000 120,000 As above, on December 28, 2023, the Company granted pre-funded warrants exercisable to acquire up to 1,200,000 1,200,000 On February 8, 2024, the Company granted pre-funded warrants exercisable to acquire up to 4,000,000 2,400,000 All warrants outstanding, regardless of valuation method are listed below: Schedule of warrants outstanding Outstanding at Reference Date Issued Exercise price Expiration March 31, 2024 December 31, 2023 Warrant Holder 1 5/28/2021 $ 2.97 5/13/2026 167,592 167,592 Warrant Holder 1 5/28/2021 $ 5.94 5/13/2026 168,434 168,434 Warrant Holder 1 5/28/2021 $ 14.84 5/13/2026 168,434 168,434 Warrant Holder 2 7/30/2021 $ 2.97 7/30/2026 8,422 8,422 Warrant Holder 2 7/30/2021 $ 14.84 6/1/2026 25,265 25,265 Kitov/Purple Biotech 9/23/2021 $ 14.84 9/21/2024 101,061 101,061 Warrant Holder 5 12/20/2021 $ 2.97 12/20/2026 58,952 58,952 Warrant Holder 5 1/28/2022 $ 4.45 1/31/2024 – 67,374 Warrant Holder 6 1/28/2022 $ 4.45 1/31/2024 – 84,217 Warrant Holder 7 1/28/2022 $ 4.45 1/31/2024 – 134,747 Warrant Holder 11 1/28/2022 $ 2.97 1/31/2024 – 50,530 Warrant Holder 11 1/28/2022 $ 5.94 1/31/2024 – 50,530 Warrant Holder 11 4/14/2022 $ 4.45 1/31/2024 – 57,268 Warrant Holder 18 3/30/2022 $ 8.91 3/30/2024 – 84,217 Warrant Holder 20 1/3/2023 $ 2.50 1/2/2027 100,000 100,000 Warrant Holder 21 1/20/2023 $ 1.90 1/19/2027 250,000 250,000 Series A & B Warrants 6/16/2023 $ 1.36 12/16/2028 6,125,000 6,125,000 Series A Warrants 10/26/2023 $ 1.36 4/26/2025 2,000,000 2,000,000 Series B Warrants 10/26/2023 $ 1.36 4/26/2029 2,000,000 2,000,000 Warrant Holder 22 6/16/2023 $ 1.25 12/16/2028 126,000 126,000 Warrant Holder 22 10/26/2023 $ 1.40 4/26/2029 66,000 66,000 Warrant Holder 23 6/16/2023 $ 1.25 12/16/2028 84,000 84,000 Warrant Holder 23 10/26/2023 $ 1.40 4/26/2029 48,000 48,000 Warrant Holder 24 10/26/2023 $ 1.40 4/26/2029 6,000 6,000 Pre-Funded Warrants 2 12/28/2023 $ 0.0001 – * 1,200,000 1,200,000 Pre-Funded Warrants 3 2/8/2024 $ 0.0001 – * 4,000,000 – Total Warrants outstanding 16,703,160 13,232,043 *Pre-funded warrants, do not expire. Subscription receivable - 500,000 500,000 In September 2023, the Company agreed to issue 2,000,000 2,000,000 In December 2023, the Company agreed to grant pre-funded warrants exercisable to acquire up to 1,200,000 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 1,200,000 shares of common stock was amended to 2,000,000 1,100,000 In February 2024, the Company agreed to grant pre-funded warrants exercisable to acquire up to 4,000,000 1,900,000 |