Full Press Release Details
INDEX TO FINANCIAL STATEMENTS
| Page | ||
| Report of Independent Registered Public Accounting Firm | F-2 | |
| Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020 | F-4 | |
| Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2021 and 2020 | F-5 | |
| Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2021 and 2020 | F-6 | |
| Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020 | F-7 | |
| Notes to Consolidated Financial Statements | F-8 |
| Condensed Consolidated Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021 | F-17 | |
| Condensed Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2022 and 2021 | F-18 | |
| Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) for the Three and Six Months Ended June 30, 2022 and 2021 | F-19 | |
| Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2022 and 2021 | F-20 | |
| Notes to Consolidated Financial Statements | F-21 |
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of
Coeptis Therapeutics, Inc. and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated
balance sheets of Coeptis Therapeutics, Inc. (formerly Vinings Holdings, Inc.) and Subsidiaries (the "Company") as of December
31, 2021 and 2020 and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for each
of the years then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the
financial statements present fairly, in all material respects, the financial position for the Company as of December 31, 2021 and 2020,
and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements,
the Company has suffered recurring losses from operations since inception and has insufficient working capital to fund future operations
both of which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters
are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatements, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is
a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the
audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions
on the critical audit matter or on the accounts or disclosures to which it relates.
The following are the primary procedures
we performed to address this critical audit matter. We reviewed the underlying documents, verified the cash payments made pursuant to
the agreements, confirmed the note payable balances and other terms with the co-developers, and evaluated the reasonableness of the Company's
amortization period and its impairment assessment.
/s/ Turner, Stone & Company, LLP
We have served as the Company's auditor
Tuner, Stone & Company, LLP
COEPTIS THERAPEUTICS, INC formerly known as VININGS HOLDINGS, INC
CONSOLIDATED BALANCE SHEETS
| 12 Months Ended | ||||||||
| December 31, 2021 | December 31, 2020 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 2,179,558 | $ | 202,965 | ||||
| Accounts receivable | - | 21,786 | ||||||
| Inventories | - | - | ||||||
| TOTAL CURRENT ASSETS | 2,179,558 | 224,751 | ||||||
| PROPERTY AND EQUIPMENT | ||||||||
| Furniture and fixtures | 25,237 | 25,237 | ||||||
| Less: accumulated depreciation | (11,311 | ) | (9,730 | ) | ||||
| Furniture and fixtures, net | 13,926 | 15,507 | ||||||
| OTHER ASSETS | ||||||||
| Co-development options | 4,554,167 | - | ||||||
| Right of use asset, net of accumulated amortization | 17,925 | 58,225 | ||||||
| Other assets | - | 2,000 | ||||||
| Total other assets | 4,572,091 | 60,225 | ||||||
| TOTAL ASSETS | $ | 6,765,576 | $ | 300,484 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | 134,092 | $ | 1,623,840 | ||||
| Accrued expenses | 199,126 | 732,146 | ||||||
| Notes payable | 2,417,000 | 1,277,500 | ||||||
| Notes payable, related parties, current portion | - | 604,000 | ||||||
| Right of use liability, current portion | 14,724 | 41,618 | ||||||
| Deferred revenue | - | 1,000,000 | ||||||
| TOTAL CURRENT LIABILITIES | 2,764,942 | 5,279,104 | ||||||
| LONG TERM LIABILITIES | ||||||||
| Note payable | 1,650,000 | 150,000 | ||||||
| Right of use liability, non-current portion | - | 14,723 | ||||||
| TOTAL LONG TERM LIABILITIES | 1,650,000 | 164,723 | ||||||
| TOTAL LIABILITIES | $ | 4,414,942 | $ | 5,443,827 | ||||
| COMMITMENTS AND CONTINGENCIES (NOTE 7) | ||||||||
| STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Series B Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, 8,000 and -0- shares issued and outstanding, respectively | 1 | - | ||||||
| Common stock, $0.0001 par value, 750,000,000 shares authorized, 37,082,864 issued and 36,754,064 outstanding at December 31, 2021, and 26,768,240 shares issued and outstanding at December 31, 2020 | 3,550 | 2,519 | ||||||
| Additional paid-in capital | 30,144,374 | 8,954,985 | ||||||
| Treasury stock, 328,800 shares at cost | (247,165 | ) | - | |||||
| Accumulated deficit | (27,550,126 | ) | (14,100,846 | ) | ||||
| TOTAL STOCKHOLDERS' EQUITY | 2,350,634 | (5,143,343 | ) | |||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 6,765,576 | $ | 300,484 |
The accompanying notes are an integral part of the consolidated financial statements.
COEPTIS THERAPEUTICS, INC formerly known as VININGS HOLDINGS, INC
CONSOLIDATED STATEMENTS OF OPERATIONS
| 12 Months Ended | ||||||||
| December 31, 2021 | December 31, 2020 | |||||||
| SALES | ||||||||
| Consulting services | $ | 75,000 | $ | 14,561 | ||||
| Sales | - | 16,200 | ||||||
| Total sales | 75,000 | 30,761 | ||||||
| Cost of goods, including inventory obsolescence | - | 964,217 | ||||||
| Gross profit | 75,000 | (933,456 | ) | |||||
| COST OF OPERATIONS | ||||||||
| Research and development | - | 3,543 | ||||||
| General and administrative expenses | 14,118,014 | 5,769,604 | ||||||
| Selling and marketing | 2,918 | 6,608 | ||||||
| Interest expense | 187,133 | 148,192 | ||||||
| Total operating expenses | 14,308,066 | 5,927,947 | ||||||
| LOSS FROM OPERATIONS | (14,233,066 | ) | (6,861,403 | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Royalties and licensing fees | (413,124 | ) | (2,294,883 | ) | ||||
| Licensing income | 1,000,000 | - | ||||||
| Other Income | 198,910 | - | ||||||
| Gain (Loss) on Write Down of Assets | (2,000 | ) | - | |||||
| TOTAL OTHER INCOME (EXPENSE) | 783,786 | (2,294,883 | ) | |||||
| LOSS BEFORE INCOME TAXES | (13,449,280 | ) | (9,156,286 | ) | ||||
| PROVISION FOR INCOME TAXES (BENEFIT) | - | - | ||||||
| NET LOSS | $ | (13,449,280 | ) | $ | (9,156,286 | ) | ||
| LOSS PER SHARE | ||||||||
| Loss per share, basic and fully diluted | $ | (0.42 | ) | $ | (0.51 | ) | ||
| Weighted average number of common shares outstanding | 32,400,101 | 18,089,441 |
The accompanying notes are an integral part of the consolidated financial statements.
COEPTIS THERAPEUTICS, INC formerly known as VININGS HOLDINGS, INC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
| SERIES B | ADDITIONAL | COMMON | ||||||||||||||||||||||||||||||||||
| PREFERRED STOCK | COMMON STOCK | PAID-IN | STOCK | TREASURY | ACCUMULATED | |||||||||||||||||||||||||||||||
| SHARES | AMOUNT | SHARES | AMOUNT | CAPITAL | SUBSCRIBED | STOCK | DEFICIT | TOTAL | ||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2019 (as restated)* | - | - | 14,607,200 | 1,620 | 5,762,414 | 100,000 | - | (4,944,559 | ) | 919,475 | ||||||||||||||||||||||||||
| Retroactive application of recapitalization | - | - | 1,588,800 | - | (297,949 | ) | - | - | - | (297,949 | ) | |||||||||||||||||||||||||
| Shares issued for cash | - | - | 4,335,000 | 434 | 1,167,065 | (100,000 | ) | - | - | 1,067,499 | ||||||||||||||||||||||||||
| Shares issued for services | - | - | 4,647,840 | 465 | 2,323,455 | - | - | - | 2,323,920 | |||||||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | - | - | (9,156,287 | ) | (9,156,287 | ) | |||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2020 | - | - | 25,178,840 | 2,519 | 8,954,985 | - | - | (14,100,846 | ) | (5,143,343 | ) | |||||||||||||||||||||||||
| Recapitalization | 8,000 | 1 | 1,589,400 | (50,897 | ) | (50,897 | ) | |||||||||||||||||||||||||||||
| Purchase of treasury stock | - | - | - | - | - | - | (247,165 | ) | - | (247,165 | ) | |||||||||||||||||||||||||
| Shares issued for cash | - | - | 7,569,824 | 757 | 10,135,743 | - | - | - | 10,136,500 | |||||||||||||||||||||||||||
| Shares issued for services | - | - | 2,095,000 | 210 | 2,757,291 | - | - | - | 2,757,501 | |||||||||||||||||||||||||||
| Warrants issued for services | - | - | - | - | 5,497,132 | - | - | - | 5,497,132 | |||||||||||||||||||||||||||
| Shares issued through conversion of debt | - | - | 694,000 | 69 | 1,040,931 | - | - | - | 1,041,000 | |||||||||||||||||||||||||||
| Stock based compensation | - | - | - | - | 1,897,585 | - | - | - | 1,897,585 | |||||||||||||||||||||||||||
| Shares surrendered in payment of debt | - | - | (44,200 | ) | (4 | ) | (88,396 | ) | - | - | - | (88,400 | ) | |||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | - | - | (13,449,280 | ) | (13,449,280 | ) | |||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2021 | 8,000 | 1 | 37,082,864 | 3,550 | 30,144,374 | - | (247,165 | ) | (27,550,126 | ) | 2,350,634 |
______________________
*Restated to reflect the retroactive
impacts of the recapitalization on equity.
The accompanying notes are an integral part of the consolidated financial statements.
COEPTIS THERAPEUTICS, INC formerly known as VININGS HOLDING, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
| 12 Months Ended | ||||||||
| December 31, 2021 | December 31, 2020 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | (13,449,280 | ) | $ | (9,156,286 | ) | ||
| Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities | ||||||||
| Depreciation and amortization | 447,413 | 323,428 | ||||||
| Impairment loss of licensing right | - | 708,333 | ||||||
| Forgiveness of debt | (160,095 | ) | - | |||||
| Interest paid | - | - | ||||||
| Loss on termination of licensing agreement (in exchange for convertible debt) | 1,500,000 | - | ||||||
| Shares issued for non-employee services | 2,757,501 | 2,323,920 | ||||||
| Warrants issued for services | 5,497,132 | - | ||||||
| Stock based compensation | 1,897,585 | - | ||||||
| (Increase) decrease in: | ||||||||
| Accounts receivable | 21,786 | (14,907 | ) | |||||
| Inventories | - | - | ||||||
| Right of use asset/liability | (1,317 | ) | (27,322 | ) | ||||
| Other assets | 2,000 | - | ||||||
| Increase (decrease) in: | ||||||||
| Accounts payable | (1,578,145 | ) | 1,474,566 | |||||
| Accrued expenses | (424,020 | ) | 732,146 | |||||
| Deferred revenue | (1,000,000 | ) | 500,000 | |||||
| NET CASH USED IN OPERATING ACTIVITIES | (4,489,440 | ) | (3,136,122 | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| Purchase of license right | (1,750,000 | ) | - | |||||
| Purchase of property and equipment | - | - | ||||||
| NET CASH USED IN INVESTING ACTIVITIES | (1,750,000 | ) | - | |||||
| FINANCING ACTIVITIES | ||||||||
| Proceeds from notes payable | 77,595 | 1,227,500 | ||||||
| Proceeds from notes payable, related parties | - | 854,000 | ||||||
| Repayment of notes payable | (1,700,000 | ) | - | |||||
| Repayment of notes payable, related parties | - | (250,000 | ) | |||||
| Cash paid for debt as part of merger/rec | (50,897 | ) | - | |||||
| Repurchase of Treasury shares | (247,165 | ) | - | |||||
| Shares issued for cash | 10,136,500 | 1,067,499 | ||||||
| Cash received for stock subscription | - | - | ||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 8,216,033 | 2,898,999 | ||||||
| NET INCREASE IN CASH | 1,976,593 | (237,123 | ) | |||||
| CASH AT BEGINNING OF PERIOD | 202,965 | 440,088 | ||||||
| CASH AT END OF PERIOD | $ | 2,179,558 | $ | 202,965 | ||||
| SUPPLEMENTAL DISCLOSURES | ||||||||
| Interest paid | $ | - | $ | - | ||||
| Taxes paid (refunded) | $ | - | $ | - |
The accompanying notes are an integral part of the consolidated financial statements.
COEPTIS THERAPEUTICS, INC.
(formerly Vinings Holding, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2021 and 2020
NOTE 1 - DESCRIPTION OF BUSINESS AND
BASIS OF PRESENTATION
Nature of Business - Coeptis Pharmaceuticals,
LLC (LLC) was formed in July 12, 2017 as a Pennsylvania multi-member limited liability company. On December 1, 2018, the members of LLC
contributed their interest to a newly formed corporation, Coeptis Pharmaceuticals, Inc ("Coeptis"). As of December 1, 2018,
the LLC became a disregarded single-member limited liability company which is wholly owned by the newly formed corporation. On February
12, 2021, Vinings Holdings, Inc., a Delaware corporation ("Vinings"), merged (the "Merger") with and into Coeptis
Pharmaceuticals, Inc. On July 12, 2021, the company has legally changed its name from Vinings Holdings, Inc. to Coeptis Therapeutics,
Inc. Coeptis was the surviving corporation of that Merger. As a result of the Merger, Vinings acquired the business of Coeptis and will
continue the existing business operations of Coeptis as a wholly owned subsidiary. The Merger was treated as a recapitalization of the
Company for financial accounting purposes. The historical financial statements of Vinings, before the Merger, except for it's capital
structure as the surviving corporation, were replaced with the historical financial statements of Coeptis before the Merger in all future
filings with the Securities and Exchange Commission (the "SEC").
The Company is located in Wexford, PA, and engages
primarily in the acquisition, development, and commercialization of pharmaceutical products.
Basis of Presentation - The accompanying
audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
("GAAP") for financial information and with the instructions to Form 10-K Accordingly, they include all of the information
and notes required by generally accepted accounting principles in the United States of America for complete financial statements. In the
opinion of the Company's management, any adjustments contained in the accompanying audited consolidated financial statements are
of a normal recurring nature, and are necessary to fairly present the financial position of the Company as of December 31, 2021.
As a result of the Merger, the financial statements
included in this report reflect (1) the historical operating results of Coeptis prior to the Merger; (2) the combined results of the
Company and Coeptis following the closing of the Merger; (3) the assets and liabilities of Coeptis at their historical cost; and (4)
the Company's equity structure for all periods presented.
Principles of Consolidation - The
accompanying audited consolidated financial statements include the accounts of Coeptis Therapeutics Inc., Coeptis Pharmaceuticals, Inc.