Coeptis Therapeutics, Inc. entered into a definitive agreement to acquire Bull Horn Holdings Corp. from Bull Horn Holdings sponsor LLC and others for approximately $180 million in a reverse merger transaction.
April 18, 2022
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Coeptis Therapeutics, Inc. (OTCPK:COEP) executed a letter of intent to acquire Bull Horn Holdings Corp. (NasdaqCM:BHSE) from Bull Horn Holdings sponsor LLC and others in a reverse merger transaction on March 29, 2022. Coeptis Therapeutics, Inc. (OTCPK:COEP) entered into a definitive agreement to acquire Bull Horn Holdings Corp. (NasdaqCM:BHSE) from Bull Horn Holdings sponsor LLC and others for approximately $180 million in a reverse merger transaction on April 18, 2022. Under the terms of the agreement, a wholly-owned subsidiary of Bull Horn will merge with and into Coeptis and the shareholders of the outstanding Coeptis shares will receive equity in Bull Horn valued at $175 million. Post-merger, Coeptis stockholders will own 76.99%, Bull Horn public shareholders will own 14.57% and Sponsor founder shares will own 8.43% stake in combined company. Bull Horn will be rebranded and operate as Coeptis Therapeutics Holdings, Inc. and is expected to list on Nasdaq under the ticker symbol COEP. 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. Daniel Yerace will be Director and Vice President of Operations. Bull Horn to domesticate from the British Virgin Islands to a Delaware corporation prior to the closing.
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, approvals of any required governmental authorities and completion of any antitrust expiration periods, receipt of specified third party consents, the satisfaction of the $5 million minimum net tangible asset test by Bull Horn, the Registration Statement having been declared effective by the SEC, approval of the Bull Horn common stock for listing on Nasdaq, the appointment of the Post-Closing Board and officers of Bull Horn as well as the approval of the proposed merger by Coeptis' and Bull Horn's shareholders. On October 26, 2022, Bull Horn's shareholders approved the transaction. The close of the transaction is anticipated to occur in the third quarter 2022. Shareholders meeting of Bull Horn Holdings Corp. is scheduled on November 2, 2022 for the sole purpose of considering a proposal to amend to extend the date by which Bull Horn must consummate a business combination from November 3, 2022 to December 31, 2022.
Bridgeway Capital Partners and Denis A. Dufresne of Meister Seelig & Fein LLP served as financial and legal advisors, respectively, to Coeptis. Jones Trading and Stuart Neuhauser and Matthew A. Gray of Ellenoff Grossman & Schole LLP served as financial and legal advisors, respectively, to Bull Horn. Continental Stock Transfer & Trust Company acted as transfer agent and Vantage Point Advisors, Inc acted as financial advisor with a service fee of $75,000 and fairness opinion provider with a service fee of $50,000 to Bull Horn. Karen Smith of Advantage Proxy, Inc. acted as information agent with a service fee of $11,500 to Bull Horn. Ellenoff Grossman & Schole LLP due diligence provider to Bull Horn.
Coeptis Therapeutics Holdings, Inc., together with its subsidiaries, including Coeptis Therapeutics, Inc., Coeptis Pharmaceuticals, Inc. and Coeptis Pharmaceuticals, LLC., is a biopharmaceutical company. The Company owns, acquires, and develops cell therapy technologies for cancer and other diseases. Its product portfolio and rights are highlighted by assets licensed from Deverra Therapeutics, including an allogeneic cellular immunotherapy platform and DVX201, a clinical-stage, unmodified natural killer cell therapy technology. It is developing a universal, multi-antigen chimeric antigen receptor (CAR) T technology licensed from the University of Pittsburgh (SNAP-CAR), and the GEAR cell therapy and companion diagnostic platforms, which the Company is developing with VyGen-Bio and medical researchers at the Karolinska Institute. Its CAR therapy is a treatment for cancer in which a patient's T cells are genetically engineered to recognize cancer cells to target and destroy them.
Coeptis Therapeutics, Inc. entered into a definitive agreement to acquire Bull Horn Holdings Corp. from Bull Horn Holdings sponsor LLC and others for approximately $180 million in a reverse merger transaction.