Coeptis Therapeutics Inc. (Form: 8-K, Received: 08/19/2021 12:54:07)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): August 15, 2021

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COEPTIS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-56194	84-3998117
(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)

Formerly Vinings Holdings, Inc.

(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
N/A	N/A	N/A

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 1.01 Entry into a Material Definitive Agreement

On August 15, 2021, Coeptis Pharmaceuticals, Inc. (“Coeptis”), our wholly-owned subsidiary, entered into amendments to each of the two definitive option purchase agreements it had previously entered into with VyGen-Bio, Inc. (“VyGen”) in May of 2021. Copies of the two definitive option purchase agreements were previously filed as Exhibits 4.1 and 4.2 to the Company’s Current Report on Form 8-K that was filed with the SEC on May11, 2021.

In connection with the two amendments, Coeptis delivered to VyGen promissory notes aggregating $3,250,000 with maturity dates of December 31, 2021, and made a cash payment of $1,000,000, upon which cash payment Coeptis is deemed to have exercised the two definitive option purchase agreements. Pursuant to the amendments, if the promissory notes are timely paid by December 31, 2021, Coeptis will maintain its 50% ownership interest in the two VyGen product candidates that were subject of the definitive option purchase agreements, and if the promissory notes are not timely paid by December 31, 2021, Coeptis’ ownership interest in such assets will automatically be reduced to 20% and the two promissory notes will be automatically cancelled and will no longer be due or payable. Details of the two amendments are summarized in the amendments attached at Exhibits 4.1 and 4.2 to this Current Report on Form 8-K.

Item 8.01. Other Events

On August 19, 2021, the Company issued a press release announcing the entering into by Coeptis of the two amendments described in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

Item 9.01 Exhibits

The following exhibits are filed with this report on Form 8-K.

Exh. No.

Exhibit

4.1

Amendment No. 1 to Co-Development Option Purchase Agreement (SNP) between Coeptis Pharmaceuticals, Inc. and VyGen-Bio, Inc.

4.2

Amendment No. 1 to Co-Development Option Purchase Agreement (GEAR) between Coeptis Pharmaceuticals, Inc. and VyGen-Bio, Inc.

99.1

Press Release dated August 19, 2021 Announcing VyGen Option Amendments and Exercise.

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.


	VININGS HOLDINGS, INC.

Date: August 19, 2021	By:	/s/ David Mehalick
		Name: David Mehalick
		Title: Chairman

Exhibit 4.1

Amendment #1 to Option Purchase Agreement

CD38-SNP-DIAG

This Amendment #1 (the “Amendment #1”) to the CD38-SNP-DIAG

Option Purchase Agreement dated April 26, 2021 (the “Agreement”) is made and entered into by and between VyGen-Bio, Inc., (“VyGen-Bio”) and Coeptis Pharmaceuticals, Inc. (“Coeptis”) and for good and valuable consideration.

The Parties mutually agree as follows:

Paragraph 1(b) of the Agreement is amended to provide as follows:

For a period of ten (10) calendar days from the date hereof, Coeptis shall have the right to exercise the Option to purchase the Co-development Rights granted under the Agreement by paying the purchase of $1,500,000.00 to VyGen-Bio as follows:

$300,000.00 to be paid in cash (USD);

ii.

$950,00.00 to be paid by promissory note due and payable in full on or before December 31, 2021 in the form of Exhibit A hereto (the “Promissory Note”); and

iii.

$250,000.00 paid through the credit for Option Purchase Price previously paid pursuant to the Agreement.

VyGen-Bio waives the requirement set forth in Paragraph 1(b) of the Agreement that the Option must be exercised on or before June 30, 2021 in order to maintain the exercise price of $1,500,000;

Coeptis waives the requirement set forth in Paragraph 1(b) of the Agreement that a Patent Application must be filed before the exercise of the Option;

The Parties agree that the timely payment in full of the Promissory Note described in Paragraph 1(a)(ii) above is a condition to Coeptis maintaining its 50% ownership rights in the Co-development Asset and that in the event of Default by Coeptis of the Promissory Note: (1) the Co-development ownership rights acquired by Coeptis will automatically and permanently be reduced to 20% (i.e., Coeptis’ ownership in the Co-development Asset will be an aggregate of 20% as opposed to 50%) without any further action or consent from either Party and (2) in connection with such default and reduction in ownership percentage, the Promissory Note will be automatically cancelled and shall not continue to be due or payable. Any subsequent change or increase in ownership rights in the Co-development Asset above 20% will require the mutual agreement of both Parties with no assurance that any further Co-development ownership rights beyond 20% may be offered or acceptable to VyGen-Bio; and

The Parties agree that a definitive Co-development Agreement will be entered into by the Parties within sixty (60) days following the Exercise by Coeptis pursuant to Paragraph 1 of this Amendment #1.

Paragraph 4 of the Agreement is amended to add the following: As a wholly owned subsidiary of Vycellix, Inc, VyGen-Bio is authorized without further notice to or consent from Coeptis to transfer from time to time to Vycellix, Inc part or all of the consideration paid in accordance with Paragraph 1 above, which transfer(s) may represent payment for services or assets, loans, contributions to capital or any other legal purpose.

All remaining provisions of the Agreement not expressly modified by this Amendment #1 shall remain in full force and effect.

This Amendment #1 constitutes the entire agreement of the Parties concerning the subject matter hereof and cannot be amended or altered except in writing executed by the Parties.

In Witness Whereof, the Parties execute this Amendment #1 as of this 15th day of August 2021.

VYGEN-BIO, INC.

_/s/ Dougles W. Calder Its: President

Douglas W. Calder

COEPTIS PHARMACEUTICALS, INC.

/s/ David Mehalick Its: CEO

Dave Mehalick

Exhibit 4.2

Amendment #1 to Option Purchase Agreement

CD38-GEAR-NK(Auto)

This Amendment #1 (the “Amendment #1”) to the CD38-GEAR-NK(Auto) Option Purchase Agreement dated April 26, 2021 (the “Agreement”) is made and entered into by and between VyGen-Bio, Inc., (“VyGen-Bio”) and Coeptis Pharmaceuticals, Inc. (“Coeptis”) and for good and valuable consideration.

The Parties mutually agree as follows:

Paragraph 1(b) of the Agreement is amended to provide as follows:

$700,000 to be paid in cash US;

ii.

$2,300,000 to be paid by promissory note due and payable in full on or before December 31, 2021 in the form of Exhibit A hereto (the “Promissory Note”); and

iii.

$500,000 paid through the credit for Option Purchase Price previously paid pursuant to the Agreement.

VyGen-Bio waives the requirement set forth in Paragraph 1(b) of the Agreement that the Option must be exercised on or before June 30, 2021 in order to maintain the exercise price of $3,500,000;

Coeptis waives the requirement set forth in Paragraph 1(b) of the Agreement that a Patent Application must be filed before the exercise of the Option;

The Parties agree that a definitive Co-development Agreement will be entered into by the Parties within sixty (60) days following the Exercise by Coeptis pursuant to Paragraph 1 of this Amendment #1.

Paragraph 5 of the Agreement is amended to add the following: As a wholly owned subsidiary of Vycellix, Inc, VYGen-Bio is authorized without further notice to or consent from Coeptis to transfer from time to time to Vycellix, Inc part or all of the consideration paid in accordance with Paragraph 1 above, which transfer(s) may represent payment for services or assets, loans, contributions to capital or any other legal purpose.

All remaining provisions of the Agreement not expressly modified by this Amendment #1 shall remain in full force and effect.

This Amendment #1 constitutes the entire agreement of the Parties concerning the subject matter hereof and cannot be amended or altered except in writing executed by the Parties.

In Witness Whereof, the Parties execute this Amendment #1 as of this 15^th day of August 2021.

VYGEN-BIO, INC

/s/ Douglas W. Calder, Its: President

Douglas W. Calder

COEPTIS PHARMACEUTICALS, INC

/s/ David Mehalick, Its: CEO

Dave Mehalick

Exhibit 99.1

Coeptis Therapeutics Partners with VyGen-Bio, Inc. to Co-develop Two Assets

Designed to Improve the Treatment of CD38-Related Cancers

Technologies include CD38-GEAR-NK, a cell therapy technology, and CD38-Diagnostic, an in vitro diagnostic

Wexford, PA, August 19, 2021 – Coeptis Therapeutics, Inc. (OTC PINK: COEP), a pharmaceutical company focused on the development of innovative technologies designed to disrupt conventional treatment paradigms and improve patient outcomes, today announced it has exercised its option to acquire ownership in two technology assets that target CD38 cancers from VyGen-Bio, Inc., a majority-owned subsidiary of Vycellix, Inc. These two technology assets will now be co-developed by Coeptis and VyGen-Bio. The technologies, CD38-GEAR-NK, a cell therapy product being developed to protect CD38+ natural killer (NK) cells from destruction by anti-CD38 monoclonal antibodies (mAbs), and CD38-Diagnostic, an in vitro diagnostic tool being developed to help identify cancer patients who may be appropriate candidates for anti-CD38 mAb therapy were both discovered by scientists at the Karolinska Institutet in Stockholm, Sweden.

This transaction follows Coeptis’ initial entry into two separate exclusive option agreements with VyGen-Bio, Inc. as announced on May 18, 2021. Per the option agreements and subsequent amendments, Coeptis paid VyGen-Bio a combination of cash and promissory notes to acquire the rights to the co-development assets.

“Securing the ownership in the co-development assets for CD38-GEAR-NK and CD38 Diagnostic from VyGen-Bio is a critical step in the growth of Coeptis Therapeutics and in the development of these potentially groundbreaking technologies targeting CD38-related cancers,” said Dave Mehalick, President and CEO, Coeptis Therapeutics. “Our vision is to co-develop CD38-GEAR-NK and CD38 Diagnostic to provide safer and more targeted administration of anti-CD38 mAbs in the treatment of cancers that are known to be associated with CD38, including multiple myeloma, chronic lymphocytic leukemia and acute myeloid leukemia. We view this agreement as a significant value driver for the company and plan to soon initiate development programs that leverage these technologies, with the first indication expected to be multiple myeloma.”

“By partnering with Coeptis, we are accelerating the development of a new class of natural killer cells, which we envision to be capable of enabling optimized combination therapy with monoclonal antibodies to maximize patient response rates, as well as advancing first-in-class companion diagnostic approaches to ensure optimal patient selection,” said Arnika Wagner, Ph.D., Assistant Professor, Gene and Cell Therapy Group, Karolinska Institutet (KI), and Chief Scientific Officer for VyGen-Bio. “We are also privileged to be collaborating on these projects with distinguished faculty at KI via partnership with NextGenNK, an international Competence Center for the development of next-generation NK cells coordinated by KI and funded by Sweden’s Innovations Agency, Vinnova.” For more information about NextGenNK, please visit: https://ki.se/en/research/nextgennk

CD38-GEAR-NK is a NK cell-based investigational therapeutic engineered to enable combination therapy with anti-CD38 mAbs, potentially minimizing the risks and side effects from CD38-positive NK cell fratricide. The first indication is expected to be multiple myeloma, an incurable cancer of plasma cells.

CD38-Diagnostic is an investigational in vitro screening tool to potentially pre-determine which cancer patients are most likely to benefit from targeted anti-CD38 mAb therapies, either as monotherapy or in combination with CD38-GEAR-NK.

About Coeptis Therapeutics

Coeptis Therapeutics, Inc. (formerly Vinings Holdings Inc.), along with its wholly owned subsidiary Coeptis Pharmaceuticals, Inc. (together “Coeptis”), is a pharmaceutical company focused on the development of innovative therapeutics and technologies that have the potential to disrupt conventional treatment paradigms and improve patient outcomes. Coeptis’ product portfolio consists of two clinical-stage drug candidates (CPT1550 and CPT60621), two approved drugs (Conjupri™ (levamlodipine) tablets and Consensi^® (amlodipine and celecoxib) tablets), and the product opportunities through Coeptis’ two exclusive option agreements with VyGen-Bio, Inc., for co-development rights to a cell therapy technology and an in vitro diagnostic targeting CD38-related cancers which are being developed by VyGen-Bio. Coeptis’ business model is designed around maximizing the value of its current product portfolio through in-license agreements, out-license agreements, and co-development relationships, as well as entering into strategic partnerships to expand its product portfolio in new and exciting therapeutic areas such as auto-immune disease and oncology. Coeptis is headquartered in Wexford, PA. For more information on Coeptis visit https://coeptistx.com/.

About Karolinska Institutet

Karolinska Institutet is one of the world’s leading medical universities. Our vision is to advance knowledge about life and strive towards better health for all. Karolinska Institutet accounts for the single largest share of all academic medical research conducted in Sweden and offers the country’s broadest range of education in medicine and health sciences. The Nobel Assembly at Karolinska Institutet selects the Nobel laureates in Physiology or Medicine.

For more information about Karolinska Institutet, visit https://ki.se/en/research/research-at-karolinska-institutet

Forward Looking Statement

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 uncertainties and risks including, but not limited, to those risks contained in reports filed by us 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 our filings with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov. We undertake no 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.

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