Transaction expected to accelerate Coeptis'
ability to progress its innovative cell therapy platforms for
cancer
David Mehalick
of Coeptis to serve as Chief Executive
Officer;
Chris
Calise of Bull Horn to join the Board of Directors
Merger anticipated to close in third quarter
2022; combined company anticipated to list on Nasdaq
WEXFORD,
Pa., and MIAMI,
Fla., April 19, 2022 /PRNewswire/ -- Coeptis
Therapeutics, Inc. (OTC PINK: COEP) ("Coeptis" or "the Company"), a
biopharmaceutical company developing innovative cell therapy
platforms for cancer, and Bull Horn Holdings Corp. (Nasdaq: BHSE)
("Bull Horn"), a special purpose acquisition company (SPAC), today
announced they have entered into a definitive merger agreement for
a business combination that will result in Coeptis becoming a
wholly-owned subsidiary of Bull Horn. Under the terms of the merger
agreement, a wholly-owned subsidiary of Bull Horn will merge with
and into Coeptis and the holders of the outstanding Coeptis shares
will receive equity in Bull Horn valued at $175 million (subject to adjustments). The Boards
of Directors of both Coeptis and Bull Horn have unanimously
approved the proposed merger, which is subject to customary closing
conditions, including receipt of all regulatory approvals, as well
as the approval of the proposed merger by Coeptis' and Bull Horn's
shareholders. The close of the transaction is anticipated to occur
in the third quarter 2022, with Bull Horn to domesticate from the
British Virgin Islands to a
Delaware corporation prior to the
closing. Bull Horn will be rebranded and operate as Coeptis
Therapeutics Holdings, Inc. and is expected to list on Nasdaq under
the ticker symbol "COEP." Coeptis Therapeutics' current President
and Chief Executive Officer, David
Mehalick, will lead the combined company as President and
Chief Executive Officer, and current Chief Financial Officer of
Bull Horn, Chris Calise, will join
the post-closing Board of Directors.
Coeptis is a developer of cell therapy platforms for cancer with
the potential to disrupt conventional treatment paradigms and
improve clinical outcomes. Coeptis' product portfolio is
highlighted by a cell therapy technology (CD38-GEAR-NK) and an in
vitro diagnostic (CD38-Diagnostic) targeting CD38-related cancers,
which Coeptis is co-developing with VyGen-Bio, Inc. CD38-GEAR-NK is
a natural killer (NK) cell-based investigational therapeutic
engineered to enable combination therapy with anti-CD38 monoclonal
antibodies (mAbs). CD38-Diagnostic is a pre-clinical in vitro
screening tool to potentially pre-determine which cancer patients
are most likely to benefit from targeted anti-CD38 mAb therapies,
either as a monotherapy or in combination with CD38-GEAR-NK.
"Today's announcement is a key milestone for Coeptis as it gains
access to the capital needed to advance our product portfolio
highlighted by CD38-GEAR-NK and CD38-Diagnostic," said Mr.
Mehalick. "The combination of CD38-GEAR-NK and CD38-Diagnostic has
the potential to provide a more targeted administration of
anti-CD38 mAbs in the treatment of cancers, including multiple
myeloma, chronic lymphocytic leukemia, and acute myeloid leukemia.
I would like to thank all those involved in achieving this
milestone, including Bull Horn, Bridgeway Capital Partners, our
existing and new investors, and the entire Coeptis team."
"We are thrilled to have the opportunity to impact the
advancement of technology and assets that will benefit cancer
patients through this combination with Coeptis. Led by an
exceptional management team, Coeptis is taking a novel approach to
treating patients with cancer and expanding its development
pipeline," said Mr. Calise. "We are excited by Coeptis' plans for
the technology, and view this opportunity as a significant value
driver for our shareholders."
The transaction is subject to closing conditions, including the
approval of holders of a majority of the outstanding shares of
Coeptis voting stock and Bull Horn ordinary shares, and other
customary conditions. Bridgeway Capital Partners and Meister Seelig & Fein LLP served as
financial and legal advisors, respectively, to Coeptis. Jones
Trading and Ellenoff Grossman & Schole LLP served as financial
and legal advisors, respectively, to Bull Horn.
Additional information about the transaction will be provided in
a Current Report on Form 8-K to be filed by Bull Horn Holdings
Corp. and Coeptis Therapeutics, Inc. with the Securities and
Exchange Commission ("SEC") and will be available at the SEC's
website, www.sec.gov.
About Coeptis Therapeutics, Inc.
Coeptis Therapeutics,
Inc., along with its wholly owned subsidiary Coeptis
Pharmaceuticals, Inc. (together "Coeptis"), is a biopharmaceutical
company developing innovative cell therapy platforms for cancer
that have the potential to disrupt conventional treatment paradigms
and improve patient outcomes. Coeptis' product portfolio and rights
are highlighted by a cell therapy technology (CD38-GEAR-NK) and an
in vitro diagnostic (CD38-Diagnostic) targeting CD38-related
cancers, which the company is developing with VyGen-Bio and leading
medical researchers at the Karolinska
Institutet. Coeptis' business model is designed around
maximizing the value of its current product portfolio and rights
through in-license agreements, out-license agreements and
co-development relationships, as well as entering into strategic
partnerships to expand its product rights and offerings,
specifically those targeting cancer. Coeptis was founded in 2017
and is headquartered in Wexford,
Pa.
About Bull Horn Holdings Corp.
Bull Horn Holdings
Corp. is a blank check company, also commonly referred to as a
special purpose acquisition company, or SPAC, formed for the
purpose of effecting an initial business combination. Since its
initial public offering, Bull Horn has focused its search for an
initial business combination on businesses that may provide
significant opportunities for attractive investor returns.
Additional Information and Where to Find It
In
connection with the merger agreement and the proposed business
combination, Bull Horn intends to file with the SEC a Registration
Statement, which will include a preliminary proxy
statement/prospectus and a proxy statement/prospectus. Bull Horn's
stockholders and other interested persons are advised to read, when
available, the preliminary proxy statement/prospectus and the
amendments thereto and the definitive proxy statement/prospectus
and documents incorporated by reference therein filed in connection
with the business combination, as these materials will contain
important information about Bull Horn, Coeptis, the merger
agreement and the business combination. When available, the
definitive proxy statement/prospectus and other relevant materials
for the business combination will be mailed to stockholders of Bull
Horn and Coeptis as of a record date to be established for voting
on the business combination. Stockholders of Bull Horn and Coeptis
will also be able to obtain copies of the Registration Statement,
the preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus and other documents filed with the SEC that
will be incorporated by reference therein, without charge, once
available, at the SEC's web site at www.sec.gov.
Participants in the Solicitation
Bull Horn, Coeptis
and their respective directors, executive officers, other members
of management and employees may be deemed participants in the
solicitation of proxies from Bull Horn's and Coeptis' stockholders
with respect to the proposed business combination. Investors and
securityholders may obtain more detailed information regarding the
names and interests in the business combination of the directors
and officers of each of Bull Horn and Coeptis such companies'
respective filings with the SEC, including the Registration
Statement.
No Offer or Solicitation
This press release shall not
constitute a solicitation of a proxy, consent, or authorization
with respect to any securities or in respect of the proposed
business combination. This press release shall also not constitute
an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any states
or jurisdictions in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking statements as defined
by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements that are other than
statements of historical facts. When we use words such as "may,"
"will," "intend," "should," "believe," "expect," "anticipate,"
"project," "estimate" or similar expressions that do not relate
solely to historical matters, it is making forward-looking
statements. Forward-looking statements are not guarantee of future
performance and involve risks and uncertainties that may cause the
actual results to differ materially from our expectations discussed
in the forward-looking statements. These statements are subject to
significant uncertainties and risks including, but not limited, to
those risks contained in reports filed by Bull Horn and Coeptis
with the Securities and Exchange Commission. For these reasons,
among others, investors are cautioned not to place undue reliance
upon any forward-looking statements in this press release.
Additional factors are discussed in Bull Horn's and Coeptis'
filings with the U.S. Securities and Exchange Commission, which are
available for review at www.sec.gov. Neither Bull Horn nor
Coeptis undertake any obligation to publicly revise these
forward–looking statements to reflect events or circumstances that
arise after the date hereof unless required by applicable laws,
regulations or rules.
CONTACTS
Coeptis Therapeutics, Inc.
Tiberend Strategic
Advisors, Inc.
Investors
Lisa Sher
970-987-2654
lsher@tiberend.com
Media
David Schemelia
609-468-9325
dschemelia@tiberend.com
Bull Horn Holdings Corp.
Edelman
bullhornmedia@edelman.com
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SOURCE Coeptis Therapeutics