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~~October 2126, 2022

_____________________

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)

____________________________________________________________

(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)

x¨ 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 75.0107 ~~Regulation~~Submission FDof ~~Disclosure~~Matters to a Vote of Security Holders

On ~~September~~October 2126, 2022, Coeptis Therapeutics, Inc. (the “~~Company” or “~~Coeptis”) ~~posted~~held ana ~~investor~~Special ~~presentation~~Meeting of Stockholders (the “~~Presentation~~Special Meeting”) toin connection with its ~~website~~previously ~~and it~~announced isbusiness ~~available~~combination in (the ~~Presentations~~“Business ~~section~~Combination”) ofwith ~~the~~Bull ~~Company’s~~Horn ~~website~~Holdings ~~at https://coeptistx~~Corp.~~com/presentation.~~ A(“Bull Horn”), ~~copy~~pursuant ofto ~~the~~that ~~Presentation is~~certain ~~included~~Agreement asand ~~Exhibit~~Plan ~~99.1~~of toMerger, ~~this~~dated ~~Current~~as ~~Report~~of onApril ~~Form~~18, ~~8-K~~2022 (the “Merger Agreement”).

~~The~~At ~~Company~~the ~~intends~~Special toMeeting, ~~use~~Coeptis’ stockholders voted on the ~~Presentation~~proposal ~~in presentations~~set toforth ~~investors~~below, ~~and~~which ~~analysts~~is ~~from~~described ~~time~~in togreater ~~time~~detail in the ~~future,~~Company’s ~~including~~definitive inproxy ~~connection~~statement filed with the ~~proposed~~Securities ~~business combination involving the Company~~ and ~~Bull~~Exchange ~~Horn~~Commission ~~Holdings Corp~~ (“~~Bull Horn~~SEC”). ~~The~~on ~~furnishing~~September of30, 3022 (the ~~information~~“Proxy inStatement”). ~~this~~Of ~~Current Report~~the ~~on Form 8-K is not intended to~~51, ~~and does not~~207,163 ~~constitute~~shares aof ~~determination by~~ the Company’s ~~that~~common ~~the~~stock ~~information~~outstanding inas ~~this Current Report on Form 8-K is material or complete, or that investors should consider this information before making an investment decision with respect to any security~~ of the ~~Company.~~record ~~The~~date ~~information~~(including inthose ~~the~~underlying ~~materials~~outstanding ispreferred stock), ~~presented as of September 21~~34,397,832 ~~2022~~shares, ~~and~~or ~~the~~approximately ~~Company~~67%, ~~does~~were ~~not~~present ~~assume any~~virtually ~~obligation~~or torepresented ~~update~~by ~~such~~proxy ~~information~~at in the ~~future~~Special Meeting.

The ~~information~~final invoting ~~Item 7.01 of this Current Report~~results ~~on Form 8-K shall not be deemed to be “filed”~~ for the ~~purposes~~matter ofsubmitted ~~Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject~~ to the ~~liabilities~~Coeptis ofstockholders ~~such~~at ~~section, nor shall such information be deemed incorporated by reference in any filing under~~ the ~~Securities~~Special ~~Act~~Meeting ofare ~~1933,~~ as ~~amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.~~follows:

~~Item~~· 8The Business Combination Proposal regarding the proposal to approve the Agreement and Plan of Merger dated effective as of April 18, 2022 (as amended or supplemented from time to time, the “Merger Agreement”) by and among Bull Horn Holdings Corp.01, ~~Other~~(“Bull ~~Events~~Horn”), BH Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Bull Horn (“Merger Sub”), and Coeptis, and the transactions contemplated by the Merger Agreement, was approved with votes as follows:

On September 21, 2022, Coeptis issued a press release announcing its previously disclosed exclusive license agreement with the University of Pittsburgh related to certain intellectual property rights to the Universal self-labeling SynNotch and CARs for programable antigen-targeting technology platform. The previous disclosure can be found in the Company’s Current Report on Form 8-K that was filed on September 7, 2022. A copy of the press release is included as Exhibit 99.2 to the Current Report on Form 8-K.

FOR	AGAINST	ABSTAIN
34,397,430	200	302

~~Item~~As ~~9.01~~there ~~Financial~~were ~~Statements~~sufficient ~~and~~votes to ~~Exhibits~~approve the above proposal, the “Adjournment Proposal” described in the Proxy Statement was not presented to stockholders.

~~(d)~~In ~~Exhibits~~light of receipt of the requisite approvals by Coeptis’ stockholders described above, Coeptis expects the Business Combination to be completed promptly following the satisfaction or waiver of the other conditions to the consummation of the Business Combination.

~~Exhibit~~Forward-Looking ~~No. Description~~Statements

99This Current Report on Form 8-K contains, and certain oral statements made by representatives of Coeptis and Bull Horn and their respective affiliates, from time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.1 99Coeptis’ and Bull Horn’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Coeptis’ and Bull Horn’s expectations with respect to future performance and anticipated financial impacts of the Business Combination contemplated by the Merger Agreement, the satisfaction of the closing conditions to the Business Combination and the timing of the completion of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside of the control of Coeptis or Bull Horn and are difficult to predict. Factors that may cause such differences include but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the inability to complete the Business Combination, including due to the failure to meet the conditions to closing in the Merger Agreement; (3) the inability to obtain or maintain the listing of Bull Horn’s securities on the Nasdaq Stock Market following the Business Combination; (4) the risk related to the combined post-closing company requiring additional funds in the near term to finance its business plans; (5) the risk that the Business Combination disrupt current plans and operations of Coeptis ~~Therapeutics~~as a result of the announcement and consummation of the Business Combination; (6) the inability to recognize the anticipated benefits of the Business Combination, ~~Inc~~which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth economically and hire and retain key employees; (7) the risks that Coeptis’ products in development fail clinical trials or are not approved by the U.S. ~~Presentation~~Food ~~Press~~and ~~Release~~Drug Administration or other applicable regulatory authorities; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that Bull Horn or Coeptis may be adversely affected by other economic, ~~dated~~business, ~~September~~and/or 21competitive factors; and (11) the impact of the global COVID-19 pandemic on any of the foregoing risks and other risks and uncertainties identified in the Proxy Statement relating to the Business Combination, ~~2022~~including those under “Risk Factors” therein, and in other filings with the SEC made by Coeptis. The foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Coeptis and Bull Horn undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

__________________________

~~Additional~~No ~~Information~~Offer; ~~and~~No ~~Where to Find It~~Assurances

This ~~communication~~Current ~~may~~Report beon ~~deemed~~Form 8-K towill benot ~~solicitation material~~constitute inan ~~respect~~offer ofto sell or the ~~proposed~~solicitation ~~business~~of ~~combination~~an ~~with~~offer ~~Coeptis~~to ~~and~~buy ~~Bull~~any ~~Horn.~~securities, ~~Coeptis~~nor ~~has~~will ~~filed~~there abe ~~preliminary~~any ~~proxy~~sale ~~statement~~of ~~with~~securities ~~the~~in ~~Securities~~any ~~and~~states ~~Exchange~~or ~~Commission~~jurisdictions ~~(the~~in ~~“SEC”)~~which ~~and~~such ~~intends~~offer, tosolicitation ~~file~~or asale ~~definitive~~would ~~proxy~~be ~~statement~~unlawful ~~and~~prior ~~other~~to ~~relevant~~registration ~~materials~~or qualification under inthe ~~connection~~securities ~~with~~laws ~~the~~of ~~proposed~~any ~~business~~such ~~combination~~jurisdiction. ~~The~~No ~~definitive~~offering ~~proxy~~of ~~statement~~securities will be ~~sent~~made orexcept ~~given~~by tomeans ~~the~~of ~~stockholders~~a ofprospectus ~~Coeptis.~~meeting the requirements ~~This~~of ~~communication~~Section is10 ~~not~~of athe ~~substitute~~Securities ~~for~~Act ~~the~~of ~~definitive~~1933, ~~proxy~~as ~~statement~~amended, or ~~any~~an ~~other~~exemption ~~document~~therefrom. ~~that~~There ~~may~~can be ~~filed~~no byassurance ~~Coeptis~~that ~~with~~ the ~~SEC.~~ ~~SECURITY~~potential ~~HOLDERS~~benefits of ~~ARE~~combining ~~ADVISED~~the TOcompanies ~~READ~~will ~~THE~~be ~~PROXY~~realized. ~~STATEMENT~~The ~~WHEN~~description ITof ~~BECOMES~~the ~~AVAILABLE,~~Business ~~BECAUSE~~Combination ITand ~~WILL~~the ~~CONTAIN~~transactions ~~IMPORTANT~~contemplated ~~INFORMATION~~thereby contained ~~ABOUT~~herein ~~THE~~is ~~BUSINESS~~only ~~COMBINATION.~~a ~~The~~summary ~~proxy~~and ~~statement~~is ~~and~~qualified ~~other~~in ~~relevant~~its ~~materials~~entirety ~~(when~~by ~~they~~the ~~become~~disclosures ~~available),~~in ~~and~~the ~~any~~Proxy ~~other~~Statement ~~documents filed~~and by ~~Coeptis~~the ~~with~~definitive ~~the~~agreements ~~SEC,~~relating to ~~may~~the beBusiness ~~obtained~~Combination, ~~free~~copies of ~~charge~~which athave ~~the~~been ~~SEC’s~~filed ~~website,~~by atCoeptis ~~www~~with the SEC.~~sec.gov.~~

Participants in the Solicitation

Coeptis and its directors, executive officers, other members of management and employees may be deemed participants in the solicitation of proxies from 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 Coeptis in Coeptis’ filings with the SEC. Additional information regarding the interests of such potential participants will also be included in the preliminary proxy statement and definitive proxy statement when they are filed with the SEC.

No Offer or Solicitation

This Current Report on Form 8-K and the exhibits hereto do not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This Current Report on Form 8-K 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

Certain statements made herein and in the attached Presentation contain, and certain oral statements made by representatives of Coeptis and its respective affiliates, from time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Bull Horn’s and Coeptis’ actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, statements regarding (i) the technologies which are the subject of Coeptis’ potential expansion focus, including its option agreement with the University of Pittsburgh, (ii) Coeptis’ expectations with respect to future performance and anticipated financial impacts of the Bull Horn business combination, and (iii) the satisfaction of the closing conditions to such business combination and the timing of the completion of such business combination. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside of the control of Coeptis and are difficult to predict. Factors that may cause such differences include but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of that certain Agreement and Plan of Merger dated effective as of April 18, 2022 (as may be further amended or supplemented from time to time, the “Merger Agreement”), with Coeptis, Bull Horn and BH Merger Sub Inc. (a wholly-owned subsidiary of Bull Horn); (2) the inability to complete the business combination, including due to the failure to obtain approval of the shareholders of Bull Horn or other conditions to closing in the Merger Agreement; (3) the inability to obtain or maintain the listing of Bull Horn’s securities on the Nasdaq Capital Market following the business combination; (4) the risk of significant redemptions by Bull Horn’s public stockholders in connection with the closing of the business combination, leaving the combined post-closing company with limited funds to finance its business plans; (5) the risk that the business combination disrupts current plans and operations of Coeptis as a result of the announcement and consummation of the business combination; (6) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth economically and hire and retain key employees; (7) the risks that Coeptis’ products in development (including those which may be acquired from the University of Pittsburgh) fail clinical trials or are not approved by the U.S. Food and Drug Administration or other applicable regulatory authorities; (8) costs related to the business combination and expansion opportunities, including in connection with any exercise of Coeptis’ option with the University of Pittsburgh; (9) changes in applicable laws or regulations; (10) the possibility that Bull Horn or Coeptis may be adversely affected by other economic, business, and/or competitive factors; and (11) the impact of the global COVID-19 pandemic on any of the foregoing risks and other risks and uncertainties to be identified in the proxy statement (when available) relating to the business combination, including those under “Risk Factors” therein, and in other filings with the SEC made by Coeptis. The foregoing list of factors is not exclusive. Readers are referred to the most recent reports filed with the SEC by Coeptis. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Coeptis undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, subject to applicable law.

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, Inc.
Date: September 21, 2022	By:	/s/ David Mehalick
Date: October 28, 2022	By:	/s/ David Mehalick
		David Mehalick Chief Executive Officer

Filing Compare · Coeptis Therapeutics Inc.