Coeptis Therapeutics (COEPW) S-1 10 Jan 25 IPO registration Financial data

Cover

Cover	9 Months Ended
	Sep. 30, 2024
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, 2024	Dec. 31, 2023
CURRENT ASSETS
Cash	$ 1,137,453	$ 1,469,134
Interest receivable	0	38,978
Prepaid assets, current portion	227,221	241,601
TOTAL CURRENT ASSETS	1,364,674	1,749,713
PROPERTY AND EQUIPMENT
Furniture and fixtures	25,237	25,237
Less: accumulated depreciation	14,565	13,931
Furniture and fixtures, net	10,672	11,306
OTHER ASSETS
Investments	5,691,084	0
Prepaid assets, net of current portion	15,833	158,333
Co-development options	1,804,167	2,554,166
Right of use asset, net of accumulated amortization	69,554	97,571
Total other assets	7,580,638	2,810,070
TOTAL ASSETS	8,955,984	4,571,089
CURRENT LIABILITIES
Accounts payable	1,134,243	1,419,699
Accrued expenses	742,201	555,950
Notes payable, current portion	1,553,929	975,000
Right of use liability, current portion	9,890	38,047
TOTAL CURRENT LIABILITIES	3,440,263	2,988,696
LONG TERM LIABILITIES
Note payable, net of current portion	150,000	150,000
Derivative liability warrants	322,125	557,250
Right of use liability, non-current portion	61,179	61,179
TOTAL LONG TERM LIABILITIES	533,304	768,429
TOTAL LIABILITIES	3,973,567	3,757,125
COMMITMENTS AND CONTINGENCIES (NOTE 8)
STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 5,825 and 0 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	2	0
Common stock, $0.0001 par value, 150,000,000 shares authorized, 39,968,593 and 35,331,036 shares issued and outstanding at September 30, 2024, and December 31, 2023, respectively	3,997	3,533
Additional paid-in capital	102,142,641	91,666,691
Subscription receivable	(2,100,000)	(3,500,000)
Accumulated deficit	(95,221,907)	(87,356,260)
TOTAL STOCKHOLDERS' EQUITY - CONTROLLING INTERESTS	4,824,733	813,964
TOTAL STOCKHOLDERS' EQUITY - NONCONTROLLING INTERESTS	157,684	0
TOTAL STOCKHOLDERS' EQUITY	4,982,417	813,964
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 8,955,984	$ 4,571,089

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
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 outstanding	5,825	0
Preferred stock, shares outstanding	5,825	0
Common Stock, Par or Stated Value Per Share		$ 0.0001
Common Stock, Shares Authorized		150,000,000
Common Stock, Shares, Issued	39,968,593	35,331,036
Common Stock, Shares, Outstanding	39,968,593	35,331,036

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
SALES
Total sales	$ 0	$ 0	$ 0	$ 0
Cost of goods	0	0	0	0
Gross profit	0	0	0	0
OPERATING EXPENSES
Research and development expense	811,784	5,072,938	1,987,670	5,654,897
Salary expense	378,740	379,357	1,283,198	1,019,201
Amortization expense	250,000	250,000	750,000	750,000
Professional services expense	431,304	1,801,081	2,476,392	9,651,391
Stock based compensation expense	96,888	113,301	805,347	348,993
General and administrative expenses	173,073	272,131	584,667	687,963
Selling and marketing expense	0	12,412	5,000	12,711
Total operating expenses	2,141,789	7,901,220	7,892,274	18,125,156
LOSS FROM OPERATIONS	(2,141,789)	(7,901,220)	(7,892,274)	(18,125,156)
OTHER INCOME (EXPENSE)
Interest expense	(50,926)	(19,800)	(317,487)	(93,853)
Royalties and licensing fees	0	(15,000)	0	(15,000)
Other income (expense)	51,558	(23,601)	146,246	(23,566)
Loss on write down of assets	(37,257)	0	(37,257)	0
Gain on change in fair value of derivative liability warrants	349,500	1,609,125	235,125	746,625
TOTAL OTHER INCOME, NET	312,875	1,550,724	26,627	614,206
LOSS BEFORE INCOME TAXES	(1,828,914)	(6,350,494)	(7,865,647)	(17,510,948)
PROVISION FOR INCOME TAXES (BENEFIT)	0	0	0	0
NET LOSS	(1,828,914)	(6,350,494)	(7,865,647)	(17,510,948)
Net loss attributable to noncontrolling interests	0	0	0	0
NET LOSS ATTRIBUTABLE TO COEPTIS THERAPEUTICS HOLDINGS, INC.	$ (1,828,914)	$ (6,350,494)	$ (7,865,647)	$ (17,510,948)
LOSS PER SHARE
Loss per share, basic	$ (0.05)	$ (0.24)	$ (0.21)	$ (0.76)
Loss per share, fully diluted	$ (0.05)	$ (0.24)	$ (0.21)	$ (0.76)
Weighted average number of common shares outstanding, basic	39,806,505	26,650,210	37,640,436	22,957,402
Weighted average number of common shares outstanding, diluted	39,806,505	26,650,210	37,640,436	22,957,402
Sale [Member]
SALES
Total sales	$ 0	$ 0	$ 0	$ 0

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Shares Subscribed [Member]	Subscription Receivable [Member]	Retained Earnings [Member]	Total Equity [Member]	Noncontrolling Interest [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 0	$ 1,957	$ 70,541,095	$ 0	$ 0	$ (66,089,723)	$ 4,453,329	$ 0	$ 4,453,329
Beginning balance, shares at Dec. 31, 2022	0	19,566,839
Shares subscribed for non-employee services		$ 137	2,396,677	720,000			3,116,814		3,116,814
Shares subscribed for non-employee services, shares		1,374,197
Warrants issued for services			1,111,706				1,111,706		1,111,706
Stock based compensation			122,391				122,391		122,391
Net loss						(7,957,833)	(7,957,833)		(7,957,833)
Ending balance, value at Mar. 31, 2023	$ 0	$ 2,094	74,171,869	720,000	0	(74,047,556)	846,407	0	846,407
Ending balance, shares at Mar. 31, 2023	0	20,941,036
Beginning balance, value at Dec. 31, 2022	$ 0	$ 1,957	70,541,095	0	0	(66,089,723)	4,453,329	0	4,453,329
Beginning balance, shares at Dec. 31, 2022	0	19,566,839
Shares issued in connection with asset purchase agreement									4,320,000
Net loss									(17,510,948)
Ending balance, value at Sep. 30, 2023	$ 0	$ 3,299	87,990,247	0	(2,500,000)	(83,600,673)	1,892,873	0	1,892,873
Ending balance, shares at Sep. 30, 2023	0	32,991,036
Beginning balance, value at Mar. 31, 2023	$ 0	$ 2,094	74,171,869	720,000	0	(74,047,556)	846,407	0	846,407
Beginning balance, shares at Mar. 31, 2023	0	20,941,036
Shares subscribed for non-employee services		$ 70	1,070,930	(720,000)			351,000		351,000
Shares subscribed for non-employee services, shares		700,000
Warrants issued for services			811,500				811,500		811,500
Stock based compensation			113,301				113,301		113,301
Issuance of common stock and warrants, net of issuance costs		$ 276	3,040,585				3,040,861		3,040,861
Issuance of common stock and warrants, net of issuance costs, shares		2,755,000
Net loss						(3,202,620)	(3,202,620)		(3,202,620)
Ending balance, value at Jun. 30, 2023	$ 0	$ 2,440	79,208,185	0	0	(77,250,176)	1,960,449	0	1,960,449
Ending balance, shares at Jun. 30, 2023	0	24,396,036
Shares issued for cash		$ 50	499,950				500,000		500,000
Shares issued for cash, shares		500,000
Shares issued in exchange for subscription receivable		$ 250	2,499,750		(2,500,000)
Shares issued in exchange for subscription receivable, shares		2,500,000
Shares issued for services		$ 54	531,746				531,800		531,800
Shares issued for services, shares		550,000
Warrants issued for services			514,819				514,819		514,819
Stock based compensation			113,301				113,301		113,301
Issuance of common stock and warrants, net of issuance costs		$ 75					75		75
Issuance of common stock and warrants, net of issuance costs, shares		745,000
Shares issued for the conversion of debt		$ 30	302,896				302,926		302,926
Shares issued for the conversion of debt, shares		300,000
Shares issued in connection with asset purchase agreement		$ 400	4,319,600				4,320,000		4,320,000
Shares issued in connection with asset purchase agreement, shares		4,000,000
Net loss						(6,350,494)	(6,350,494)		(6,350,494)
Ending balance, value at Sep. 30, 2023	$ 0	$ 3,299	87,990,247	0	(2,500,000)	(83,600,673)	1,892,873	0	1,892,873
Ending balance, shares at Sep. 30, 2023	0	32,991,036
Beginning balance, value at Dec. 31, 2023	$ 0	$ 3,533	91,666,691	0	(3,500,000)	(87,356,260)	813,964	0	813,964
Beginning balance, shares at Dec. 31, 2023	0	35,331,036
Shares issued for non-employee services		$ 110	541,640				541,750		541,750
Shares issued for non employee services, shares		1,096,381
Warrants issued for cash			500,000				500,000		500,000
Warrants issued for services			8,150				8,150		8,150
Warrants issued in exchange for note receivable			1,900,000		(2,000,000)		(100,000)		(100,000)
Stock based compensation			96,889				96,889		96,889
Net loss						(3,001,388)	(3,001,388)		(3,001,388)
Ending balance, value at Mar. 31, 2024	$ 0	$ 3,643	94,713,370	0	(5,500,000)	(90,357,648)	(1,140,635)	0	(1,140,635)
Ending balance, shares at Mar. 31, 2024	0	36,427,417
Beginning balance, value at Dec. 31, 2023	$ 0	$ 3,533	91,666,691	0	(3,500,000)	(87,356,260)	813,964	0	813,964
Beginning balance, shares at Dec. 31, 2023	0	35,331,036
Shares issued in connection with asset purchase agreement									0
Net loss									(7,865,647)
Ending balance, value at Sep. 30, 2024	$ 2	$ 3,997	102,142,641	0	(2,100,000)	(95,221,907)	4,824,733	157,684	4,982,417
Ending balance, shares at Sep. 30, 2024	5,825	39,968,593
Beginning balance, value at Mar. 31, 2024	$ 0	$ 3,643	94,713,370	0	(5,500,000)	(90,357,648)	(1,140,635)	0	(1,140,635)
Beginning balance, shares at Mar. 31, 2024	0	36,427,417
Shares issued for services		$ 185	558,165				558,350		558,350
Shares issued for services, shares		1,850,000
Stock based compensation			611,570				611,570		611,570
Shares issued for the conversion of debt	$ 1	$ 144	951,855				952,000		952,000
Shares issued for the conversion of debt, shares	506	1,441,176
Preferred share offering	$ 1		3,661,505	50,000	(2,100,000)		1,611,506	132,494	1,744,000
Preferred share offering, shares	3,794
Net loss						(3,035,345)	(3,035,345)		(3,035,345)
Ending balance, value at Jun. 30, 2024	$ 2	$ 3,972	100,496,465	50,000	(7,600,000)	(93,392,993)	(442,554)	132,494	(310,060)
Ending balance, shares at Jun. 30, 2024	4,300	39,718,593
Shares issued for services		$ 25	49,475				49,500		49,500
Shares issued for services, shares		250,000
Stock based compensation			96,891				96,891		96,891
Preferred share offering			1,499,810	(50,000)			1,449,810	25,190	1,475,000
Preferred share offering, shares	1,525
Relief of subscription receivable					5,500,000		5,500,000		5,500,000
Net loss						(1,828,914)	(1,828,914)		(1,828,914)
Ending balance, value at Sep. 30, 2024	$ 2	$ 3,997	$ 102,142,641	$ 0	$ (2,100,000)	$ (95,221,907)	$ 4,824,733	$ 157,684	$ 4,982,417
Ending balance, shares at Sep. 30, 2024	5,825	39,968,593

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
OPERATING ACTIVITIES
Net loss	$ (7,865,647)	$ (17,510,948)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	750,633	750,927
Amortization of debt discount	150,000	0
Right of use asset amortization	28,018	30,238
Change in fair value of derivative liability warrants	(235,125)	(746,625)
Stock based compensation	805,347	348,993
Shares issued for non-employee services	1,149,600	3,999,614
Warrants issued for services	8,150	2,438,026
Loss on shares issued for conversion of debt	77,250	0
Shares issued in connection with asset purchase agreement	0	4,320,000
(Increase) decrease in:
Accounts receivable	0	8,075
Interest receivable	(152,104)	(833)
Prepaid assets	156,880	76,724
Right of use liability	(28,157)	(30,861)
Increase (decrease) in:
Accounts payable	(285,456)	382,983
Accrued expenses	227,868	387,961
NET CASH USED IN OPERATING ACTIVITIES	(5,212,743)	(5,545,728)
INVESTING ACTIVITIES
Increase in subscription receivable in exchange for cash	(100,000)	0
NET CASH USED IN INVESTING ACTIVITIES	(100,000)	0
FINANCING ACTIVITIES
Preferred stock offering	3,218,561	0
Proceeds from issuance of common stock and warrants, net of issuance costs	0	3,040,935
Proceeds from note payable	1,850,000	500,000
Repayment of notes payable, net of proceeds	(587,500)	(874,999)
Shares issued for cash	0	500,000
Warrants issued for cash	500,000	0
NET CASH PROVIDED BY FINANCING ACTIVITIES	4,981,061	3,165,936
NET DECREASE IN CASH	(331,682)	(2,379,792)
CASH AT BEGINNING OF PERIOD	1,469,134	3,791,302
CASH AT END OF PERIOD	1,137,453	1,411,510
SUPPLEMENTAL CASH FLOW DISCLOSURES
Interest paid	0	0
Taxes paid (refunded)	0	0
SUPPLEMENTAL NON-CASH DISCLOSURES
Warrants issued in exchange for subscriptions receivable	2,000,000	2,500,000
Preferred stock issued in exchange for subscriptions receivable	2,100,000	0
Shares issued for the conversion of debt	$ 868,750	$ 302,926

DESCRIPTION OF BUSINESS AND BAS

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2024
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 – Principles of Consolidation

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates Employee and Non-Employee Share-Based Compensation Share-Based Payment 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 unaudited 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 Reclassifications Going Concern 95,221,907 7,865,647

CO-DEVELOPMENT OPTIONS

CO-DEVELOPMENT OPTIONS	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
CO-DEVELOPMENT OPTIONS	NOTE 3 – CO-DEVELOPMENT OPTIONS Prior to 2022, 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. Upon execution of the Agreement the Company paid $1,000,000 to Purple. Two additional milestone payments of $1,500,000 and $1,000,000 were due and paid upon completion of the milestones including the first commercial sale of the Product which occurred and the payments were made prior to 2022. 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 5, 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 September 30, 2024 and December 31, 2023 was $ 218,750 625,000 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 3,250,000 5,000,000 250,000 1,500,000 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.

DEBT

DEBT	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
DEBT	NOTE 4 – DEBT 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 5 218,750 625,000 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 $ 350,000 200,000 50,000 100,000 In December 2023, the Company entered into an unsecured convertible promissory note with an unrelated party in the principal amount of $ 150,000 5 June 30, 2024 On January 3, 2024, the Company entered into an unsecured note agreement with an unrelated third party in the principal amount of $ 1,500,000 8 July 31, 2024 1,235,178 150,000 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 September 30, 2024 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 2024 $ 1,553,929 2025 – 2026 – 2027 1,687 2028 3,266 Thereafter 145,047 Total notes payable $ 1,703,929

DERIVATIVE LIABILITY WARRANTS

DERIVATIVE LIABILITY WARRANTS	9 Months Ended
	Sep. 30, 2024
Derivative Liability Warrants
DERIVATIVE LIABILITY WARRANTS	NOTE 5 – DERIVATIVE LIABILITY WARRANTS At September 30, 2024 and December 31, 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 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 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, 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 September 30, 2024 December 31, 2023 Warrant Liability – Public Warrants 1 $ 112,500 $ 232,500 Warrant Liability – Private Placement Warrants 3 209,625 324,750 Total $ 322,125 $ 557,250 The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities in the accompanying unaudited 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, 2024 December 31, 2023 Risk-free interest rate 3.51% 3.84% Expected volatility 153.20% 82.12% Exercise price $ 11.50 $ 11.50 Stock price $ 0.18 $ 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 6,375 (41,250 ) (34,875 ) Fair value as of March 31, 2024 $ 331,125 $ 191,250 $ 522,375 Change in valuation inputs 115,500 33,750 149,250 Fair value as of June 30, 2024 $ 446,625 $ 225,000 $ 671,625 Change in valuation inputs (237,000 ) (112,500 ) (349,500 ) Fair value as of September 30, 2024 $ 209,625 $ 112,500 $ 322,125 There were no transfers in or out of Level 3 from other levels in the fair value hierarchy during the three and nine months ended September 30, 2024 and December 31, 2023.

CAPITAL STRUCTURE

CAPITAL STRUCTURE	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
CAPITAL STRUCTURE	NOTE 6 – 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 39,968,593 35,331,036 During the three and nine months ended September 30, 2024 and 2023, there were no On June 16, 2023, the Company completed a public offering issuing 2,150,000 shares of our common stock, 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 1,200,000 100,000 1,100,000 On February 8, 2024, the Company granted pre-funded warrants exercisable to acquire up to 4,000,000 500,000 1,900,000 Treasury Stock no Preferred Stock 5,825 On June 13, 2024, the Company performed an initial 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 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. The Series A Investors currently have an aggregate 8.74% non-voting equity ownership interest in the Company’s two newly formed subsidiaries The key terms of the Series A Preferred Stock are as follows: Conversion. 1,000 0.40 20 Rank Dividends. Liquidation. Voting. Beneficial Ownership Limitation. Exchange Limitation. 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 2,400,000 0.31 10.00 – Forfeited (100,000 ) 10.00 – – Exercised – – – – Outstanding at September 30, 2024 4,057,500 $ 0.81 8.89 $ – For the three months ended September 30, 2024 and 2023, the Company recorded $ 96,888 113,301 805,347 348,993 932,836 The options granted during the nine months ended September 30, 2024 and 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, 2024 2023 Expected term, in years 5.0 5.38 Expected volatility 85.84 79.35 Risk-free interest rate 4.24 3.66 Dividend yield – – Options/Stock Awards – 2,400,000 0.31 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 500,000 2 5 November 30, 2023 All common stock warrants outstanding, are listed in the table below: Schedule of warrants outstanding Outstanding at Reference Date Exercise Expiration September 30, 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 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 3/30/2025 84,217 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 10/23/2023 $ 1.36 4/26/2025 2,000,000 2,000,000 Series B Warrants 10/23/2023 $ 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 10/23/2023 $ 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 10/23/2023 $ 1.40 4/26/2029 48,000 48,000 Warrant Holder 24 10/23/2023 $ 1.40 4/26/2029 6,000 6,000 Pre-Funded Warrants 2 12/28/2023 $ 0.0001 – * 2,000,000 1,200,000 Pre-Funded Warrants 3 2/8/2024 $ 0.0001 – * 4,000,000 – Total Warrants outstanding 17,486,316 13,232,043 *Pre-funded warrants, do not expire. Subscription receivable - 500,000 500,000 522,667 522,667 In September 2023, the Company agreed to issue 2,000,000 2,000,000 2,090,667 2,090,667 In December 2023, the Company agreed to grant pre-funded warrants exercisable to acquire up to 1,200,000 1,000,000 The amount of pre-funded warrants exercisable to acquire up to 1,200,000 shares of common stock was amended to 2,000,000 shares of common stock, and the total principal balance of the note agreement was increased from $1,000,000 to $1,100,000. 1,132,869 1,132,869 In February 2024, the Company agreed to grant pre-funded warrants exercisable to acquire up to 4,000,000 1,900,000 1,944,879 1,944,879 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.

NON-CONTROLLING INTEREST

NON-CONTROLLING INTEREST	9 Months Ended
	Sep. 30, 2024
Noncontrolling Interest [Abstract]
NON-CONTROLLING INTEREST	NOTE 7 – NON-CONTROLLING INTEREST As a result of the series A preferred stock offering discussed in Note 5, 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 unaudited condensed consolidated financial statements and the entities’ other equity is recorded as a non- controlling interest. As part of the initial closings, the Series A Investors received in the aggregate a 8.74% non-voting equity ownership in both of the newly formed subsidiaries. The Company contributed the co-development options to GEAR Therapeutics Inc. and recorded $ 157,684

INVESTMENTS

INVESTMENTS	9 Months Ended
	Sep. 30, 2024
Investments, All Other Investments [Abstract]
INVESTMENTS	NOTE 8 – INVESTMENTS On August 12, 2024, the Company satisfied $ 5.7 1.00

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 9 – COMMITMENTS AND CONTINGENCIES Leases – 3,805 3,860 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 three and nine months ended September 30, 2024, rents paid totaled $ 11,415 33,970 11,250 33,750 Future minimum rental payments required under the lease are as follows: Schedule of future minimum rental payments 2024 $ 11,415 2025 46,046 2026 19,301 Total minimum lease payments: 76,762 Less amount representing interest (5,693 ) Present value of minimum lease payments: $ 71,069 As of September 30, 2024, the Company had recorded a right of use asset of $ 69,554 9,890 61,179 Legal Matters CAR T License 75,000 annual maintenance fees ranging between $15,000 and $25,000 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 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 SSA expires on January 31, 2025. 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, 2024
Retirement Benefits [Abstract]
401(k) PROFIT-SHARING PLAN	NOTE 10 - 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, 2024 and 2023, no

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 11 – INCOME TAXES For the three and nine months ended September 30, 2024 and 2023, respectively, no

NOTE RECEIVABLE

NOTE RECEIVABLE	9 Months Ended
	Sep. 30, 2024
Credit Loss [Abstract]
NOTE RECEIVABLE	NOTE 12 – 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 3 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 8, 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 8, Commitments and Contingencies, $ 567,609 2,892

RELATED PARTY TRANSACTION

RELATED PARTY TRANSACTION	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTION	NOTE 13 – 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 600,000 100,000 522,667 522,667

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 14 – SUBSEQUENT EVENTS Management has performed a review of all events and transactions occurring after September 30, 2024 for items that would require adjustment to or disclosure in the accompanying unaudited condensed consolidated financial statements, noting no such items or transactions other than the following. On November 1, 2024, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”) pursuant to which the Company has the right to sell to Yorkville up to $20.0 million 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 the shares 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 any shares of 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. The SEPA will automatically terminate on the earliest to occur of (i) December 1, 2027, provided that the Yorkville Note (described below) 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 Yorkville Note (described below). 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 400,000 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 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 a convertible promissory note (the “Yorkville Note”), an aggregate principal amount of $1,304,758. Interest shall accrue on the outstanding balance of the Yorkville 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 Yorkville Note is November 1, 2025. Yorkville may convert the Yorkville Note into shares of common stock at any time at a conversion price equal to the lower of (i) $1.00 (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 Yorkville Note (the “Variable Price”), but which Variable Price shall not be lower than a floor price of $0.04 (the “Floor Price”). This Yorkville Note terminates and replaces the previous note agreement dated January 3, 2024 and discussed above in Note 4, Debt. At any time while the SEPA is in place that there is a balance outstanding under the Yorkville Note, Yorkville may deliver to the Company 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 Yorkville 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 Promissory Notes 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.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates
Employee and Non-Employee Share-Based Compensation	Employee and Non-Employee Share-Based Compensation Share-Based Payment 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 unaudited 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	Adoption of New Accounting Pronouncements
Reclassifications	Reclassifications
Going Concern	Going Concern 95,221,907 7,865,647

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Schedule of maturities for notes payable	Schedule of maturities for notes payable 2024 $ 1,553,929 2025 – 2026 – 2027 1,687 2028 3,266 Thereafter 145,047 Total notes payable $ 1,703,929

DERIVATIVE LIABILITY WARRANTS (

DERIVATIVE LIABILITY WARRANTS (Tables)	9 Months Ended
	Sep. 30, 2024
Derivative Liability Warrants
Schedule of fair value hierarchy	Schedule of fair value hierarchy Description Level September 30, 2024 December 31, 2023 Warrant Liability – Public Warrants 1 $ 112,500 $ 232,500 Warrant Liability – Private Placement Warrants 3 209,625 324,750 Total $ 322,125 $ 557,250
Schedule of fair value assumptions	Schedule of fair value assumptions September 30, 2024 December 31, 2023 Risk-free interest rate 3.51% 3.84% Expected volatility 153.20% 82.12% Exercise price $ 11.50 $ 11.50 Stock price $ 0.18 $ 0.78
Schedule of changes in 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 6,375 (41,250 ) (34,875 ) Fair value as of March 31, 2024 $ 331,125 $ 191,250 $ 522,375 Change in valuation inputs 115,500 33,750 149,250 Fair value as of June 30, 2024 $ 446,625 $ 225,000 $ 671,625 Change in valuation inputs (237,000 ) (112,500 ) (349,500 ) Fair value as of September 30, 2024 $ 209,625 $ 112,500 $ 322,125

CAPITAL STRUCTURE (Tables)

CAPITAL STRUCTURE (Tables)	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
Schedule of stock option activity	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 2,400,000 0.31 10.00 – Forfeited (100,000 ) 10.00 – – Exercised – – – – Outstanding at September 30, 2024 4,057,500 $ 0.81 8.89 $ –
Schedule of options assumptions	Schedule of options assumptions For the nine months ended September 30, 2024 2023 Expected term, in years 5.0 5.38 Expected volatility 85.84 79.35 Risk-free interest rate 4.24 3.66 Dividend yield – –
Schedule of warrants outstanding	Schedule of warrants outstanding Outstanding at Reference Date Exercise Expiration September 30, 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 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 3/30/2025 84,217 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 10/23/2023 $ 1.36 4/26/2025 2,000,000 2,000,000 Series B Warrants 10/23/2023 $ 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 10/23/2023 $ 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 10/23/2023 $ 1.40 4/26/2029 48,000 48,000 Warrant Holder 24 10/23/2023 $ 1.40 4/26/2029 6,000 6,000 Pre-Funded Warrants 2 12/28/2023 $ 0.0001 – * 2,000,000 1,200,000 Pre-Funded Warrants 3 2/8/2024 $ 0.0001 – * 4,000,000 – Total Warrants outstanding 17,486,316 13,232,043 *Pre-funded warrants, do not expire.

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Schedule of future minimum rental payments	Schedule of future minimum rental payments 2024 $ 11,415 2025 46,046 2026 19,301 Total minimum lease payments: 76,762 Less amount representing interest (5,693 ) Present value of minimum lease payments: $ 71,069

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Accounting Policies [Abstract]
Accumulated deficit	$ 95,221,907						$ 95,221,907		$ 87,356,260
Net loss	$ 1,828,914	$ 3,035,345	$ 3,001,388	$ 6,350,494	$ 3,202,620	$ 7,957,833	$ 7,865,647	$ 17,510,948

CO-DEVELOPMENT OPTIONS (Details

CO-DEVELOPMENT OPTIONS (Details Narrative) - USD ($)	1 Months Ended		9 Months Ended		12 Months Ended
	Nov. 30, 2022	Mar. 31, 2022	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2021	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Repayment for promissory notes			$ 587,500	$ 874,999
CD38 Assets [Member] | Vy Gen [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payments to acquire intangible assets					$ 1,750,000
Promissory notes issued					$ 3,250,000
Capitalized assets			5,000,000
Repayment for promissory notes	$ 1,500,000	$ 250,000
License Agreement [Member] | Purple Bio Tech [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible notes outstanding			$ 218,750			$ 625,000

DEBT (Details - Debt maturities

DEBT (Details - Debt maturities)	Sep. 30, 2024 USD ($)
Debt Disclosure [Abstract]
2024	$ 1,553,929
2025	0
2026	0
2027	1,687
2028	3,266
Thereafter	145,047
Total notes payable	$ 1,703,929

DEBT (Details Narrative)

DEBT (Details Narrative) - USD ($)						1 Months Ended	9 Months Ended	12 Months Ended
	Apr. 17, 2024	Jan. 03, 2024	Dec. 15, 2023	Oct. 27, 2023	Jul. 08, 2020	Sep. 30, 2021	Sep. 30, 2024	Dec. 31, 2023	Oct. 31, 2022
Convertible Note Payable 1 [Member]
Debt Instrument [Line Items]
Principal amount									$ 350,000
Repayments of Convertible Debt			$ 50,000	$ 200,000
Unsecured Note 3 [Member]
Debt Instrument [Line Items]
Principal amount								$ 150,000
Debt interest rate								5%
Maturity period								Jun. 30, 2024
Unsecured Note 4 [Member]
Debt Instrument [Line Items]
Principal amount		$ 1,500,000
Debt interest rate	10%	8%
Maturity period	Sep. 30, 2024	Jul. 31, 2024
Unsecured debt							$ 1,235,178
Interest expense							150,000
Eidl Loan [Member]
Debt Instrument [Line Items]
Debt interest rate					3.75%
Proceeds from loan					$ 150,000
Note payable amount							150,000	$ 150,000
License Agreement [Member] | Purple Bio Tech [Member]
Debt Instrument [Line Items]
Principal amount						$ 1,500,000
Interest rate						5%
Convertible note payable							$ 218,750	625,000
Convertible Promissory Note [Member]
Debt Instrument [Line Items]
Convertible note payable								$ 100,000

DEBT (Details - Fair value)

DEBT (Details - Fair value) - Fair Value, Recurring [Member] - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Offsetting Assets [Line Items]
Financial liabilities fair value disclosure	$ 322,125	$ 557,250
Public Warrants [Member] | Fair Value, Inputs, Level 1 [Member]
Offsetting Assets [Line Items]
Financial liabilities fair value disclosure	112,500	232,500
Private Placement Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Offsetting Assets [Line Items]
Financial liabilities fair value disclosure	$ 209,625	$ 324,750

DEBT (Details - Assumptions)

DEBT (Details - Assumptions)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, determination of fair value	3.51%	3.84%
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, determination of fair value	153.20%	82.12%
Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, determination of fair value	11.50	11.50
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivatives, determination of fair value	0.18	0.78

DEBT (Details - Changes in fair

DEBT (Details - Changes in fair value of warrant liabilities) - USD ($)	3 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024
Private Placement Warrants [Member]
Offsetting Assets [Line Items]
Fair value warrant liabilities at beginning	$ 446,625	$ 331,125	$ 324,750
Change in valuation inputs	(237,000)	115,500	6,375
Fair value warrant liabilities at ending	209,625	446,625	331,125
Public Warrants [Member]
Offsetting Assets [Line Items]
Fair value warrant liabilities at beginning	225,000	191,250	232,500
Change in valuation inputs	(112,500)	33,750	(41,250)
Fair value warrant liabilities at ending	112,500	225,000	191,250
Warrant Liabilities [Member]
Offsetting Assets [Line Items]
Fair value warrant liabilities at beginning	671,625	522,375	557,250
Change in valuation inputs	(349,500)	149,250	(34,875)
Fair value warrant liabilities at ending	$ 322,125	$ 671,625	$ 522,375

DERIVATIVE LIABILITY WARRANTS_2

DERIVATIVE LIABILITY WARRANTS (Details Narrative) - shares	Sep. 30, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants outstanding	17,486,316	13,232,043
Bull Horn Holdings Sponsor LC [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants outstanding	3,750,000	3,750,000
Public Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants outstanding	7,500,000	7,500,000

CAPITAL STRUCTURE (Details - Op

CAPITAL STRUCTURE (Details - Option activity) - Stock Options [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares underlying options outstanding, beginning shares	1,757,500
Weighted average exercise price, beginning balance outstanding	$ 2.01
Weighted average contractual life (years), options outstanding	8 years 10 months 20 days	7 years 11 months 19 days
Shares underlying options granted, shares	2,400,000
Weighted average exercise price, granted	$ 0.31
Weighted average contractual life (years), granted	10 years
Shares underlying options forfeited, shares	(100,000)
Weighted average exercise price, forfeited	$ 10
Shares underlying options exercised, shares	0
Weighted average exercise price, exercised	$ 0
Shares underlying options outstanding, ending shares	4,057,500	1,757,500
Weighted average exercise price, ending balance outstanding	$ 0.81	$ 2.01
Intrinsic value, options outstanding	$ 0

CAPITAL STRUCTURE (Details - _2

CAPITAL STRUCTURE (Details - Option assumptions) - Stock Options [Member]	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term, in years	5 years	5 years 4 months 17 days
Expected volatility	85.84%	79.35%
Risk-free interest rate	4.24%	3.66%
Dividend yield	0%	0%

CAPITAL STRUCTURE (Details - Wa

CAPITAL STRUCTURE (Details - Warrants outstanding) - $ / shares	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Total warrants outstanding	17,486,316	13,232,043
Warrant Holder 1 Exercise Price 2. 97 [Member]
Class of Stock [Line Items]
Date issued	May 28, 2021
Exercise price	$ 2.97
Expiration	May 13, 2026
Total warrants outstanding	167,592	167,592
Warrant Holder 1 Exercise Price 5. 94 [Member]
Class of Stock [Line Items]
Date issued	May 28, 2021
Exercise price	$ 5.94
Expiration	May 13, 2026
Total warrants outstanding	168,434	168,434
Warrant Holder 1 Exercise Price 14. 84 [Member]
Class of Stock [Line Items]
Date issued	May 28, 2021
Exercise price	$ 14.84
Expiration	May 13, 2026
Total warrants outstanding	168,434	168,434
Warrant Holder 2 Exercise Price 2. 97 [Member]
Class of Stock [Line Items]
Date issued	Jul. 30, 2021
Exercise price	$ 2.97
Expiration	Jul. 30, 2026
Total warrants outstanding	8,422	8,422
Warrant Holder 2 Exercise Price 14. 84 [Member]
Class of Stock [Line Items]
Date issued	Jul. 30, 2021
Exercise price	$ 14.84
Expiration	Jun. 01, 2026
Total warrants outstanding	25,265	25,265
Kitov Purple Biotech Exercise Price 14. 84 [Member]
Class of Stock [Line Items]
Date issued	Sep. 23, 2021
Exercise price	$ 14.84
Expiration	Sep. 21, 2024
Total warrants outstanding	0	101,061
Warrant Holder 5 Exercise Price 2. 97 [Member]
Class of Stock [Line Items]
Date issued	Dec. 20, 2021
Exercise price	$ 2.97
Expiration	Dec. 20, 2026
Total warrants outstanding	58,952	58,952
Warrant Holder 5 Exercise Price 4. 45 [Member]
Class of Stock [Line Items]
Date issued	Jan. 28, 2022
Exercise price	$ 4.45
Expiration	Jan. 31, 2024
Total warrants outstanding	0	67,374
Warrant Holder 6 Exercise Price 4. 45 [Member]
Class of Stock [Line Items]
Date issued	Jan. 28, 2022
Exercise price	$ 4.45
Expiration	Jan. 31, 2024
Total warrants outstanding	0	84,217
Warrant Holder 7 Exercise Price 4. 45 [Member]
Class of Stock [Line Items]
Date issued	Jan. 28, 2022
Exercise price	$ 4.45
Expiration	Jan. 31, 2024
Total warrants outstanding	0	134,747
Warrant Holder 11 Exercise Price 2. 97 [Member]
Class of Stock [Line Items]
Date issued	Jan. 28, 2022
Exercise price	$ 2.97
Expiration	Jan. 31, 2024
Total warrants outstanding	0	50,530
Warrant Holder 11 Exercise Price 5. 94 [Member]
Class of Stock [Line Items]
Date issued	Jan. 28, 2022
Exercise price	$ 5.94
Expiration	Jan. 31, 2024
Total warrants outstanding	0	50,530
Warrant Holder 11 Exercise Price 4. 45 [Member]
Class of Stock [Line Items]
Date issued	Apr. 14, 2022
Exercise price	$ 4.45
Expiration	Jan. 31, 2024
Total warrants outstanding	0	57,268
Warrant Holder 18 Exercise Price 8. 91 [Member]
Class of Stock [Line Items]
Date issued	Mar. 30, 2022
Exercise price	$ 8.91
Expiration	Mar. 30, 2025
Total warrants outstanding	84,217	84,217
Warrant Holder 20 Exercise Price 2. 50 [Member]
Class of Stock [Line Items]
Date issued	Jan. 03, 2023
Exercise price	$ 2.50
Expiration	Jan. 02, 2027
Total warrants outstanding	100,000	100,000
Warrant Holder 21 Exercise Price 1. 90 [Member]
Class of Stock [Line Items]
Date issued	Jan. 20, 2023
Exercise price	$ 1.90
Expiration	Jan. 19, 2027
Total warrants outstanding	250,000	250,000
Series A and B Warrants Exercise Price 1.36 [Member]
Class of Stock [Line Items]
Date issued	Jun. 16, 2023
Exercise price	$ 1.36
Expiration	Dec. 16, 2028
Total warrants outstanding	6,125,000	6,125,000
Series A Warrants Exercise Price 1. 36 [Member]
Class of Stock [Line Items]
Date issued	Oct. 23, 2023
Exercise price	$ 1.36
Expiration	Apr. 26, 2025
Total warrants outstanding	2,000,000	2,000,000
Series B Warrants Exercise Price 1. 36 [Member]
Class of Stock [Line Items]
Date issued	Oct. 23, 2023
Exercise price	$ 1.36
Expiration	Apr. 26, 2029
Total warrants outstanding	2,000,000	2,000,000
Warrant Holder 22 Exercise Price 1. 25 [Member]
Class of Stock [Line Items]
Date issued	Jun. 16, 2023
Exercise price	$ 1.25
Expiration	Dec. 16, 2028
Total warrants outstanding	126,000	126,000
Warrant Holder 22 Exercise Price 1. 40 [Member]
Class of Stock [Line Items]
Date issued	Oct. 23, 2023
Exercise price	$ 1.40
Expiration	Apr. 26, 2029
Total warrants outstanding	66,000	66,000
Warrant Holder 23 Exercise Price 1. 25 [Member]
Class of Stock [Line Items]
Date issued	Jun. 16, 2023
Exercise price	$ 1.25
Expiration	Dec. 16, 2028
Total warrants outstanding	84,000	84,000
Warrant Holder 23 Exercise Price 1. 40 [Member]
Class of Stock [Line Items]
Date issued	Oct. 23, 2023
Exercise price	$ 1.40
Expiration	Apr. 26, 2029
Total warrants outstanding	48,000	48,000
Warrant Holder 24 Exercise Price 1. 40 [Member]
Class of Stock [Line Items]
Date issued	Oct. 23, 2023
Exercise price	$ 1.40
Expiration	Apr. 26, 2029
Total warrants outstanding	6,000	6,000
Pre Funded Warrants 2 Exercise Price 0. 0001 [Member]
Class of Stock [Line Items]
Date issued	Dec. 28, 2023
Exercise price	$ 0.0001
Total warrants outstanding	2,000,000	1,200,000
Pre Funded Warrants 3 Exercise Price 0. 0001 [Member]
Class of Stock [Line Items]
Date issued	Feb. 08, 2024
Exercise price	$ 0.0001
Total warrants outstanding	4,000,000	0

CAPITAL STRUCTURE (Details Narr

CAPITAL STRUCTURE (Details Narrative) - USD ($)									3 Months Ended		9 Months Ended
	Sep. 04, 2024	Jul. 31, 2024	Jun. 14, 2024	Jun. 13, 2024	Feb. 08, 2024	Dec. 28, 2023	Oct. 26, 2023	Jun. 16, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Apr. 26, 2024	Feb. 29, 2024	Dec. 31, 2023	Nov. 23, 2020
Class of Stock [Line Items]
Common stock, shares authorized																150,000,000
Common stock, par value																$ 0.0001
Preferred stock, shares authorized									10,000,000		10,000,000					10,000,000
Preferred stock, par value									$ 0.0001		$ 0.0001					$ 0.0001
Common stock, shares issued									39,968,593		39,968,593					35,331,036
Common stock, shares outstanding									39,968,593		39,968,593					35,331,036
Capital distributions									$ 0	$ 0	$ 0	$ 0
Net proceeds warrant											$ 500,000	0
Treasury Stock, Value																$ 0
Preferred Stock, Shares Outstanding									5,825		5,825					0
Investors shares description	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. The Series A Investors currently have an aggregate 8.74% non-voting equity ownership interest in the Company’s two newly formed subsidiaries	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 June 13, 2024, the Company performed an initial 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
Conversion of shares									1,000		1,000
Conversion price per share									$ 0.40		$ 0.40
Gross proceeds											$ 20,000,000
Share based compensation									$ 96,888	$ 113,301	805,347	$ 348,993
Unamortized stock-based compensation									932,836		$ 932,836
Principal and accrued interest owed															$ 1,900,000	$ 1,000,000
Warrants exercisable to acquire															4,000,000	1,200,000
Amendment description											The amount of pre-funded warrants exercisable to acquire up to 1,200,000 shares of common stock was amended to 2,000,000 shares of common stock, and the total principal balance of the note agreement was increased from $1,000,000 to $1,100,000.
Coral Investment Partners [Member]
Class of Stock [Line Items]
Warrants outstanding																	500,000
Expiry date																	Nov. 30, 2023
Borrower [Member]
Class of Stock [Line Items]
Issuance of common stock										500,000		500,000
Issuance of common stock value												$ 500,000
Principal and accrued interest owed													$ 522,667
Recorded investment amount											$ 522,667
Borrower 1 [Member]
Class of Stock [Line Items]
Issuance of common stock										2,000,000		2,000,000
Issuance of common stock value												$ 2,000,000
Principal and accrued interest owed													2,090,667
Recorded investment amount											2,090,667
Equity Incentive Plan 2022 [Member]
Class of Stock [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number				2,400,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Period Increase (Decrease), Weighted Average Exercise Price				$ 0.31
Stock Options [Member]
Class of Stock [Line Items]
Share based compensation									$ 96,888	$ 113,301	805,347	$ 348,993
Pre Funded Warrants [Member]
Class of Stock [Line Items]
Principal and accrued interest owed													1,132,869
Recorded investment amount											1,132,869
Pre Funded Warrants 1 [Member]
Class of Stock [Line Items]
Principal and accrued interest owed													$ 1,944,879
Recorded investment amount											$ 1,944,879
Maximum [Member]
Class of Stock [Line Items]
Exercise price of warrants							$ 1.65
Minimum [Member]
Class of Stock [Line Items]
Exercise price of warrants							$ 1.36
Private Placement [Member]
Class of Stock [Line Items]
Warrants outstanding							777,000
Exercise price of warrants							$ 1.40
Warrants issued							120,000
Common Stock [Member]
Class of Stock [Line Items]
Common stock, shares authorized									150,000,000		150,000,000
Common stock, par value									$ 0.0001		$ 0.0001
Pre Funded Warrant [Member]
Class of Stock [Line Items]
Warrants outstanding					4,000,000	1,200,000	1,223,000	1,350,000
Net proceeds warrant							$ 1,800,000	$ 3,000,000
Exercise price of warrants							$ 0.001	$ 0.0001
Common stock issued											3,500,000
Aggregate exercise price of warrant					$ 500,000	$ 100,000
Series A Warrant [Member]
Class of Stock [Line Items]
Class of warrant or right, outstanding gross							2,000,000	3,062,500
Exercise price of warrants								$ 1.65						$ 1.36
Exercisable term							18 months
Series B Warrant [Member]
Class of Stock [Line Items]
Class of warrant or right, outstanding gross							2,000,000	3,062,500
Exercise price of warrants								$ 1.65
Exercisable term							5 years 6 months
Warrant Note Subscription Receivables [Member]
Class of Stock [Line Items]
Aggregate exercise price of warrant					$ 1,900,000	$ 1,100,000
Common Class A [Member] | Coral Investment Partners [Member]
Class of Stock [Line Items]
Exercise price of warrants																	$ 2
Common Class B [Member] | Coral Investment Partners [Member]
Class of Stock [Line Items]
Exercise price of warrants																	$ 5

NON-CONTROLLING INTEREST (Detai

NON-CONTROLLING INTEREST (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Noncontrolling Interest [Abstract]
Noncontrolling interest	$ 157,684	$ 0

INVESTMENTS (Details Narrative)

INVESTMENTS (Details Narrative) $ / shares in Units, $ in Millions	Aug. 12, 2024 USD ($) $ / shares
Investments, All Other Investments [Abstract]
Subscription receivables | $	$ 5.7
Initial cost basis of per share | $ / shares	$ 1

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details - Future minimum payments)	Sep. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2024	$ 11,415
2025	46,046
2026	19,301
Total minimum lease payments:	76,762
Less amount representing interest	(5,693)
Present value of minimum lease payments:	$ 71,069

COMMITMENTS AND CONTINGENCIES_3

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 16, 2023	Aug. 31, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Offsetting Assets [Line Items]
Operating Lease, Expense			$ 11,415	$ 11,250	$ 33,970	$ 33,750
Right of use asset			69,554		69,554		$ 97,571
Current lease liabilities			9,890		9,890		38,047
Non-current lease liabilities			$ 61,179		61,179		$ 61,179
Agreement amendment fee				$ 2,000		$ 2,000
Deverra [Member]
Offsetting Assets [Line Items]
Cash payment	$ 570,000
Number of shares converted	4,000,000
Car T License [Member]
Offsetting Assets [Line Items]
Initial license fee		$ 75,000
Annual maintenance fee description		annual maintenance fees ranging between $15,000 and $25,000
First Year Extension [Member]
Offsetting Assets [Line Items]
Monthly rent					3,805
Second Year Extension [Member]
Offsetting Assets [Line Items]
Monthly rent					$ 3,860

401(k) PROFIT-SHARING PLAN (Det

401(k) PROFIT-SHARING PLAN (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
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, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense	$ 0	$ 0	$ 0	$ 0

NOTE RECEIVABLE (Details Narrat

NOTE RECEIVABLE (Details Narrative) - Notes Receivable [Member] - Borrower [Member] - USD ($)	Sep. 30, 2023	Jul. 19, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Note receivable		$ 572,000
Note receivable interest rate		3%
Note receivable due date		Sep. 30, 2023
Principal received	$ 567,609
Principal and interest received	$ 2,892

RELATED PARTY TRANSACTION (Deta

RELATED PARTY TRANSACTION (Details Narrative) - USD ($)		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Aug. 12, 2024	Dec. 31, 2023
Proceeds from common stock		$ 0	$ 500,000
Investments		5,691,084			$ 0
AG Bio Life Capital I LP [Member]
Shares issued	600,000
Proceeds from common stock	$ 100,000
Note receivable				$ 522,667
Investments		$ 522,667