Form 8-K - Current report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 8-K

_____________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): September 30, 2024

_____________________

COEPTIS THERAPEUTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39669	98-1465952
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

105 Bradford Rd, Suite 420 Wexford, Pennsylvania		15090
(Address of principal executive offices)		(Zip Code)

724-934-6467

(Registrant’s telephone number, including area code)

____________________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share

COEP

Nasdaq Capital Market

Warrants, each whole warrant exercisable for one-half of one share of Common Stock for $11.50 per whole share

COEPW

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.01

Change in Registrant’s Certifying Accountant.

On September 24, 2024, with the approval of the Audit Committee of the Company and the approval of the Board of Directors of the Company, the Company engaged Astra Audit & Advisory, LLC (“Astra”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024, effective immediately.

The Company dismissed Turner, Stone & Company, LLP (“Turner”) as the Company’s independent registered public accounting firm.

With the exception of a “going concern” explanatory paragraph, Turner’s audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2022 and 2023, and the subsequent interim periods through September 24, 2024, there were (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Turner on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Turner’s satisfaction, would have caused Turner to make reference thereto in their reports on the financial statements for such years, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company provided Turner with a copy of the disclosures it is making in this Current Report on Form 8-K in response to Item 304(a) of Regulation S-K and requested that Turner furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of Turner’s letter dated September 30, 2024 is filed as Exhibit 16.1 hereto.

During the fiscal years ended December 31, 2022, and 2023, and the subsequent interim periods through September 24, 2024, neither the Company nor anyone acting on its behalf has consulted with Astra regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements or the effectiveness of internal control over financial reporting, and neither a written report or oral advice was provided to the Company that Astra concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

16.1	Letter of Turner, Stone & Company, LLP dated September 30, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Coeptis Therapeutics Holdings, Inc.

Date: September 30, 2024	By:	/s/ David Mehalick
		David Mehalick Chief Executive Officer

Exhibit 16.1

September 30, 2024

Securities and Exchange Commission

100 F Street, N. E.

Washington, D.C. 20549-7561

Dear Sirs/Madams:

We have read Item 4.01 of Coeptis Therapeutics Holdings, Inc.’s Form 8-K dated September 30, 2024, and have

the following comments:

1. We agree with the statements made in the second through fifth paragraphs.

2. We have no basis on which to agree or disagree with the statements in the first and sixth paragraphs.

Yours truly,

/s/ Turner, Stone & Company, L.L.P.

Cover	Sep. 30, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Entity File Number	001-39669
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 Rd
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock [Member]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	COEP
Security Exchange Name	NASDAQ
Warrant [Member]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one-half of one share of Common Stock for $11.50 per whole share
Trading Symbol	COEPW
Security Exchange Name	NASDAQ