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. |