On April 19, 2022 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), reported 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 (Press release, Coeptis Pharmaceuticals, APR 19, 2022, View Source [SID1234612478]). 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.
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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.