On October 24, 2023 Coeptis Therapeutics Holdings, Inc. (NASDAQ: COEP) ("Coeptis" or "the Company"), a biopharmaceutical company developing innovative cell therapy platforms for cancer, reported that it has entered into a definitive agreement with a single healthcare focused investor for the issuance and sale of an aggregate of 2,000,000 shares of its common stock (or pre-funded warrants in lieu thereof) and accompanying class A warrants and class B warrants (Press release, Coeptis Therapeutics, OCT 24, 2023, View Source [SID1234636313]). The gross proceeds to the Company from the private placement are expected to be $2,000,000, before deducting the placement agent’s fees and other offering expenses payable by the Company. The private placement is expected to close on or about October 26, 2023, subject to the satisfaction of customary closing conditions.
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Ladenburg Thalmann & Co. Inc. is acting as exclusive placement agent in connection with the offering.
The warrants will have an exercise price $1.36 per share and exercise period commencing immediately upon the earlier of shareholder approval or six months from the issuance date, and a term of eighteen months (with respect to the class A warrants) and five and one-half years (with respect to the class B warrants).
The Company currently intends to use the net proceeds from the private placement for working capital and general corporate purposes.
The securities were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and/or Rule 506(b) of Regulation D promulgated thereunder and have not been registered under the Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.
Under an agreement with the investor, the Company is required to file an initial registration statement with the SEC covering the resale of the shares of common stock and the warrant shares issuable upon exercise of the warrants to be issued to the investor in the private placement no later than 20 days after today and to use best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 90 days after the filing of the initial registration statement in the event of a review by the SEC.
In connection with the Offering, the Company has also agreed to reduce the exercise price of warrants held by the healthcare focused investor to $1.36 and the exercise period commencing immediately upon the earlier of shareholder approval or six months from the closing date of the Offering.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.