NASDAQ: ZSQR

Biopharmaceutical Division

Collaborations for Product Development — Research
and Development

We believe that there is significant
market opportunity related to each of the assets we are currently pursuing. Set forth below is a brief summary of our current target assets.

Product Pipeline

Program
Target Indication
Pre-Clinical
Phase I
Phase II
Phase III

CD38-GEAR-NK

Protect
CD38+ NK Cells from destruction by anti-CD38 monoclonal antibodies

CD38-Diagnostic

Diagnostic tool to analyze if cancer patients might be appropriate candidates for anti-CD38 mAB therapy

SNAP-CAR Platform

SNAP-CAR
cells co-administered with one or more antibody adaptors

Unmodified Natural Killer Cells

Acute Myeloid Leukemia

Unmodified Natural Killer Cells

Acute Respiratory Diseases

1

License of Stem Cell
Expansion Platform & Acquisition of Phase 1 Studies

On
August 16, 2023, we entered into an exclusive licensing arrangement (the “License Agreement”) with Deverra Therapeutics
Inc. (“Deverra”), pursuant to which we completed the exclusive license of key patent families and related intellectual
property related to a proprietary allogeneic stem cell expansion and directed differentiation platform for the generation of
multiple distinct immune effector cell types, including natural killer (NK) and monocyte/macrophages. The License Agreement provides
us with exclusive rights to use the license patents and related intellectual property in connection with development and
commercialization efforts in the defined field of use (the “Field”) of (a) use of unmodified NK cells as anti-viral
therapeutic for viral infections, and/or as a therapeutic approach for treatment of relapsed/refractory AML and high-risk MDS; (b)
use of Deverra’s cell therapy platform to generate NK cells for the purpose of engineering with Coeptis SNAP-CARs and/or
Coeptis GEAR Technology; and (c) use of Deverra’s cell therapy platform to generate myeloid cells for the purpose of
engineering with the Company’s current SNAP-CAR and GEAR technologies. In support of the exclusive license, the Company also
entered into with Deverra (i) an asset purchase agreement (the “APA”) pursuant to which we purchased certain assets from
Deverra, including but not limited to two Investigational New Drug (IND) applications and two Phase 1 clinical trial stage programs
(NCT04901416, NCT04900454) investigating infusion of DVX201, an unmodified natural killer (NK) cell therapy generated from pooled
donor CD34+ cells, in hematologic malignancies and viral infections and (ii) a non-exclusive sublicense agreement (the
“Sublicense Agreement”), in support of the assets obtained by the exclusive license, pursuant to which the Company
sublicensed from Deverra certain assets which Deverra has rights pursuant to a license agreement (“FHCRC Agreement”) by
and between Deverra and The Fred Hutchinson Cancer Research Center (“FHCRC”).

As consideration for the Deverra
transaction described above, we paid Deverra approximately $570,000 in cash, issued to Deverra 200,000 shares of the Company’s common
stock and assumed certain liabilities related to the ongoing clinical trials. In addition, in accordance with the terms of the Sublicense
Agreement, the Company agreed to pay FHCRC certain specified contingent running royalty payments and milestone payments under the FHCRC
Agreement, in each case to the extent such payments are triggered by the Company’s development activities.

Until December 2024 we operated
under a Shared Services Agreement (“SSA”) with Deverra, which provided Coeptis and Deverra to share resources and collaborate
on the development of Coeptis’ GEAR and SNAP-CAR platforms. The Company is continuing its development focus on both GEAR and SNAP-CAR
and is considering prospective strategic partners for such development.

CD38 Therapeutic and
Diagnostic; Vy-Gen Bio, Inc.

In May 2021, we entered into
two exclusive option agreements (the “CD38 Agreements”) relating to separate technologies (described below) designed to improve
the treatment of CD38-related cancers (e.g., multiple myeloma, chronic lymphocytic leukemia, and acute myeloid leukemia) with Vy-Gen-Bio,
Inc. (“Vy-Gen”), a majority-owned subsidiary of Vycellix, Inc., a Tampa, Florida-based private, immune-centric discovery life
science company focused on the development of transformational platform technologies to enhance and optimize next-generation cell and
gene-based therapies, including T-cell and Natural Killer (NK) cell-based cancer therapies. In August 2021, we exercised those two options
and acquired a 50% ownership interest in such technologies. In December 2021, we completed our purchase of the 50% ownership interest
in the CD38-Diagnostic, and subsequently in December 2022 we completed our purchase of the 50% ownership interest for the CD38-GEAR-NK
product candidate.

The CD38 Agreements relate
to two separate Vy-Gen drug product candidates, as follows:

–
CD38-GEAR-NK. This Vy-Gen drug product candidate is designed to protect CD38+ NK cells from destruction by anti-CD38 monoclonal antibodies, or mAbs. CD38-GEAR-NK is an autologous, NK cell-based therapeutic that is derived from a patient’s own cells and gene-edited to enable combination therapy with anti-CD38 mAbs. We believe CD38-GEAR-NK possesses the potential to minimize the risks and side effects from CD38-positive NK cell fratricide. While third party license or collaboration agreements are not required in order for Vy-Gen to develop the product to commercial use, potential strategic relationships will be considered on an ongoing basis as a potential strategy. No licenses or collaborations are currently being actively pursued.

2

Market Opportunity. We
believe CD38-GEAR-NK could potentially revolutionize how CD38-related cancers are treated, by protecting CD38+ NK cells from destruction
by anti-CD38 mAbs, thereby promoting the opportunity to improve the treatment of CD38-related cancers, including multiple myeloma, chronic
lymphocytic leukemia, and acute myeloid leukemia.

Multiple myeloma is the first cancer
indication targeted with CD38-GEAR-NK. The global multiple myeloma market was $28.42B in 2024 and is expected to reach $47.04B by 2031
[Source: Data Bridge Market Research].

GEAR-NK Product Plan Overview.
GEAR-NK is an autologous, gene-edited, natural killer cell-based therapeutic development platform that allows for modified NK cells to
be co-administered with targeted mAbs, which, in the absence of the GEAR-NK, would otherwise be neutralized by mAb therapy. GEAR-NK is
a pre-clinical in vitro proof-of-concept product.. Vy-Gen is actively engaged in the research and development of GEAR-NK, and through
the joint steering committee, we are assessing market opportunities, intellectual property protection and potential regulatory strategy.
No human clinical trials have been conducted for GEAR-NK but are planned for 2027 or later.

–
CD38-Diagnostic. This Vy-Gen drug product candidate is an in vitro diagnostic tool to analyze if cancer patients might be appropriate candidates for anti-CD38 mAb therapy. CD38-Diagnostic is an in vitro screening tool that is intended to provide the ability to 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. Our management believes that CD38-Diagnostic also has the potential to develop as a platform technology beyond CD38, including to identify patients likely to benefit for broad range of mAb therapies across myriad indications. CD38-Diagnostic is a discovery-stage product that is advancing towards pre-clinical activities. Vy-Gen is actively engaged in the research and development of CD38-Diagnostic, and through the joint steering committee, and we are assessing market opportunities, intellectual property protection and potential regulatory strategy are all areas of focus. No human clinical trials have been conducted for CD38-Diagnostic as the clinical study requirements are not yet defined.

Market Opportunity. We believe
CD38-Diagnostic provides opportunity to make more cost-effective medical decisions for the treatment of B cell malignancies with high
CD38 expression, including multiple myeloma, which may help to avoid unnecessary administration of anti-CD38 therapies. CD38-Diagnostic
is anticipated to reduce the number of patients that are subjected to ineffective therapy and to potentially result in significant savings
to healthcare systems.

CD38-Diagnostic is viewed as a potential
in-vitro diagnostic for determining patient suitability and likelihood of positive treatment outcomes for CD38-GEAR-NK and/or CD38 monoclonal
antibody therapies.

On September 28, 2023, we
received FDA’s response to our 513(g) request for information submission pertaining to the classification of the CD38-Diagnostic.
The CD38-Diagnostic has been designated a Class II type device. The confirmation of this classification is beneficial as we’re now
better able to plan for and execute future development activities.

In May 2021, we made initial
payments totaling $750,000 under the CD38 Agreements, to acquire the exclusive options to acquire co-development rights with respect to
CD38-GEAR-NK and CD38-Diagnostic. On August 15, 2021, we entered into amendments to each of the CD38 Agreements. In connection with
the two amendments, we delivered to Vy-Gen 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 we exercised the two definitive option purchase agreements. In December 2021,
we completed our payment obligations to secure our rights to 50% of the net revenue stream related to the CD38-Diagnostic, and in November
2022 we completed our purchase of the 50% ownership interest for the CD38-GEAR-NK product candidate. Details of the two August amendments
and the December amendment are summarized in the amendments attached at Exhibits 4.1 and 4.2 to our Current Report on Form 8-K dated
August 19, 2021, and Exhibit 4.2 to our Current Report on Form 8-K dated December 27, 2021.

3

In connection with the Vy-Gen
relationship and the Company’s rights in respect of the two product candidates described above, in December 2021 we entered
into a co-development and steering committee agreement with Vy-Gen. The co-development and steering committee agreement provides for the
governance and economic agreements between the Company and Vy-Gen related of the development of the two Vy-Gen drug product candidates
and the revenue sharing related thereto, including each company having a 50% representation on the steering committee and each company
receiving 50% of the net revenues related to the Vy-Gen product candidates. Related to the joint development, under the direction of the
joint steering committee, we are currently assessing market opportunities, intellectual property protection and potential regulatory strategies
for the CD38 Assets, and Vy-Gen is overseeing the development activities being conducted through the scientists at Karolinska Institute.
Details of the co-development and steering committee agreement are summarized in the agreement attached as Exhibit 4.1 to our Current
Report on Form 8-K dated December 27, 2021.

In March 2025, the Company
reached an agreement with Vy-Gen-Bio, Inc. (“Vy-Gen”) to successfully license the exclusive worldwide development and commercialization
rights to the GEAR™ (Gene Edited Antibody Resistant) Cell Therapy Platform, representing a first-in-class approach to modifying
potent cancer-targeting immune cells to optimize the likelihood of deep remission in patients with hematologic malignancies and other
cancers. Coeptis had previously held limited co-development rights to GEAR.

SNAP-CAR Technologies;
University of Pittsburgh

The SNAP-CAR License:
On August 31, 2022, we entered into an exclusive license agreement with the University of Pittsburgh for certain intellectual property
rights related to the universal self-labeling SynNotch and CARs for programable antigen-targeting technology platform. We paid the University
of Pittsburgh a non-refundable fee in the amount of $75,000 for the exclusive patent rights to the licensed technology.

In September 2023, we executed
the first amendment to the SNAP-CAR License in which we expanded the field of use to include natural killer cells. We believe this is
a valuable addition as we continue to develop the SNAP-CAR platform as a universal therapeutic.

A key potential benefit that
we see in the licensed technology is its potential application in therapeutic treatments that involve solid tumors. While there are currently
a number of FDA-approved CAR-T therapies for hematologic malignancies, there are currently no CAR-T therapies marketed that are indicated
for the treatment of solid tumors.

Under the terms of the agreement,
we have been assigned the worldwide development and commercialization rights to the licensed technology in the field of human treatment
of cancer with antibody or antibody fragments using SNAP-CAR T-cell technology, along with (i) an intellectual property portfolio consisting
of issued and pending patents and (ii) options regarding future add-on technologies and developments. In consideration of these rights,
we paid an initial license fee of $75,000, and will have annual maintenance fees ranging between $15,000 and $25,000, as well as developmental
milestone payments (as defined in the agreement and royalties equal to 3.5% of net sales. Additionally, the agreement contemplates that
we will enter into a Sponsored Research Agreement with the University of Pittsburgh within ninety days of the execution of the agreement,
with the goal of further researching and optimizing the SNAP-CAR platform.

The Sponsored Research
Agreement: In January 2023 we entered into a sponsored research agreement (“SRA”) with the University of Pittsburgh, the
focus of which is to perform pre-clinical research as it relates to our SNAP-CAR program. Our target objectives have been to: (i) test
and validate CRO antibody conjugation chemistry and improve the activity of adaptors by investigating alternative chemical composition,
(ii) investigate HER2 and other solid-tumor model in mice for both breast and ovarian cancers, (iii) identify and test other non-HER2
targets, (iv) further investigate multi-antigen targeting by dosing multiple adaptors simultaneously to address tumor heterogeneity/resistance
in hematological and/or solid tumors and (v) expand the potential impact of SNAP-CAR by performing in vitro screening of many additional
antigen-antibody combinations in hematological and/or solid tumors. The term of the SRA expired by its terms at the end of January 2025.
The data generated during the term of the SRA will be instrumental in determining target indications, development plans, and clinical
study designs.

4

The SNAP-CAR Platform:
Chimeric antigen receptor (CAR) therapy is a treatment for cancer in which a patient’s T-cells (a type of immune cell) are genetically
engineered to recognize cancer cells to target and destroy them. Cells are extracted from the patient and then genetically engineered
to make the CAR and are re-introduced back into the patient. This therapy is revolutionizing the treatment of many blood cancers including
B cell leukemias and lymphomas by targeting specific proteins found on these cancers, and there is hope in treating additional cancers
including solid tumors by having them recognize new targets. The “SNAP-CAR” CAR cell therapy platform is being developed to
be a universal therapeutic. The SNAP-CAR technology is in the preclinical stage of development at the University of Pittsburgh. Instead
of directly binding to a target on the tumor cell, the CAR T-cells are co-administered with one or more antibody adaptors that bind to
the tumor cells and are fitted with a chemical group that irreversibly connects them to the SNAP-CAR on the therapeutic cells via a covalent
bond. A covalent bond is the highest affinity bond possible, and we believe this binding could translate into highly potent therapeutic
activity.

Pre-clinical studies in mice
have demonstrated a potential benefit that by targeting solid tumors via antibody adaptor molecules, the SNAP-CAR therapy may be able
to provide a highly programmable therapeutic platform, one that we envision could deliver several potential advantages over standard CAR-T
treatments, including:

–
Reduction of Potential Toxicity: The therapeutic activity of the SNAP-CAR T-cells is being developed to allow controls by way of the antibody dose, which we envision would allow clinicians to mitigate toxicity from over-activity. We also envision that the immune response against cancer may also be boosted in patients administered with additional doses of the tagged tumor-specific antibody; and

–
Reduction in Cancer Relapse: Relapse from CAR T-cell therapy often results from the loss or down-regulation of the targeted protein on the cancer. Our research and development will continue the pre-clinical development efforts to date, which focuses in part on the potential avoidance of or reduction in relapses by combining SNAP-CAR T-cells with antibodies targeting multiple antigens at once.

Market Opportunity:
Due to its unique targeting and binding properties, we believe the SNAP-CAR platform could help accelerate the utilization and effectiveness
of CAR T-cell therapies for the treatment of solid tumors. By way of market size, according to Polaris Market Research, the CAR T-cell
therapy market size is expected to reach $20.56 billion by 2029 (from $1.96 billion in 2021), representing a compound annual growth rate
(CAGR) of 31.6% during the forecast period from 2022 to 2029. However, based on the anticipated application of the licensed technology
(i.e. initially focusing on solid tumor treatment) we cannot at this time project the market size of our target market until we further
develop the licensed technology and settle on the initial target indications and follow-up indications. Additional research and analysis
are being conducted which will aid us in the proper identification and selection of the cancer indication(s) we intend to further study.
Once the optimal indication(s) are selected and the overall development strategy is fully identified, the market opportunity can be further
defined.

CPT60621; Vici Health
Sciences, LLC

In 2019, we entered into a
co-development agreement with Vici Health Sciences, LLC (“Vici”). Through this partnership, we would co-develop, seek FDA
approval and share ownership rights with Vici to CPT60621, a novel, ready to use, easy to swallow, oral liquid version of an already approved
drug used for the treatment of Parkinson’s Disease (PD). As we continue to direct its operational and financial focus towards the
other assets and opportunities previously described, we have stopped allocating resources to the development of CPT60621. We are currently
in negotiations in which Vici intends to buy-out most or all of the remaining ownership rights.

Technology Division

NexGenAI Affiliates
Network

On December 19, 2024, the
Company acquired the assets of NexGenAI Affiliates Network Platform (“NexGenAI”), from the seller NexGenAI Solutions Group,
Inc., which contains AI-powered marketing software and robotic process automation capabilities. The acquired assets include intellectual
property, a domain name and associated website, and the technology stack as defined in the agreement.

5

The acquired assets include
technology-enabled AI driven marketing automation platform, along with associated tools and infrastructure that enable the Company to
offer managed digital marketing services under its own brand. Originally launched in the third quarter of 2023, the platform was developed
to support client efforts in enhancing brand visibility, generating qualified leads, and advancing strategic growth initiatives. The Company’s
managed service offerings now include lead generation, content marketing, social media marketing, email marketing, account-based marketing,
marketing analytics, event marketing, and branding support.

The Company is utilizing a proprietary suite of automation and virtual assistant technologies to streamline client outreach, engagement
workflows, and digital marketing operations across our operations.

Our Growth Strategy

To achieve our goals, we intend
to deploy an aggressive, three-pronged, growth strategy listed below that we believe will help us maximize our success and deleverage
some of the risk of finding, solely developing and funding our own products.

Portfolio
Optimization — We will continue to evaluate, prioritize, optimize, and make appropriate changes in our pipeline
portfolio as market development dynamics and/or product opportunities change. For example, it may be a strategic business decision
for us to divest certain products and/or agreements to other companies so we can best focus on its core assets.

Strategic
Partnerships — We will focus on expanding our existing pipeline through establishing strategic partnerships with
companies that have interesting products and technologies. We intend to focus on novel, preclinical and clinical assets in a variety
of therapeutic areas, including oncology.

Business Development —
We are actively seeking partnerships and/or strategic collaborations with companies that share in our vision and therapeutic focus. Our
platform technologies have expansive capabilities and thus we believe they are conducive to partnerships beyond our current focus.

Sales and Marketing

We currently do not have in-house
commercial capabilities required to market and distribute FDA-approved products. Therefore, we will be required to partner with firms
who are capable of conducting all sales, marketing, distribution, contracting and pricing for our future products. There is no assurance
that we will be able to secure the services of such a firm or that any such firm will be able to achieve sales expectations.

Employees

Currently, we have six employees,
of which four are full-time employees and two are part-time employees. Our employees are not represented by any labor union or any collective
bargaining arrangement with respect to their employment with the Company. We have never experienced any work stoppages or strikes as a
result of labor disputes. We believe that our employee relations are good.

Certain of our employees have
been reporting to work remotely and may continue to do so moving forward.

Recent Developments

Pending Merger Transaction

On April 25, 2025, the Company
(“Coeptis” or the “Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with CP Merger Sub Inc., a Wyoming corporation and wholly-owned subsidiary of Coeptis (“Merger Sub”), and Z Squared, Inc.,
a Wyoming corporation (“Z Squared”).

6

Pursuant to the Merger Agreement,
subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated by the Merger Agreement
(the “Closing”), (i) Merger Sub will merge with and into Z Squared (the “Merger”) and (ii) Coeptis will immediately
prior to the Merger effect a spin out of its biotechnology operations (the “Spin Out” and, together with Merger and the other
transactions contemplated by the Merger Agreement, the “Transactions”), with Z squared continuing as the surviving corporation
in the Merger and becoming a wholly-owned subsidiary of Coeptis.

In the Merger, all shares
of Z Squared common stock issued and outstanding immediately prior to the effective time of the Merger (other than those properly exercising
any applicable dissenters rights under Wyoming law), will be converted into the right to receive a portion of the Merger Consideration
(as defined below) and (ii) any other outstanding securities with the right to convert into or acquire equity securities of Z Squared
will be terminated. At the Closing, Coeptis will change its name as mutually agreed upon by the Purchaser and Z Squared. The Merger is
expected to close in the second quarter 2026.

In connection with the Spin
Out, all of Coeptis’ assets comprising its biotechnology business will be assigned and contributed prior to Closing to one or more
Spin Out Subsidiaries, which will then spin out to Coeptis’ stockholders of record on the record date established for the Coeptis
Special Meeting (as defined below).

The aggregate Merger Consideration
received by Z Squared security holders from Coeptis at the Closing will be a number of shares of Purchaser Common Stock that represents
at Closing the Applicable Percentage of Purchaser’s issued and outstanding shares of Purchaser Common Stock as calculated on a Fully-Diluted
Basis.

Risks Associated with our Business

There are a number of risks
related to us and our operations. You should carefully review the risks described in “Risk Factors and Special Considerations”
beginning on page 9. If any of these risks actually occur, our business, financial condition, results of operations and prospects would
likely be materially, adversely affected. In that event, the trading price of our Common Stock could be adversely impacted, and you could
lose part or all of your investment. Below is a summary of some of the principal risks we face:

·
We may not be able to successfully implement our growth strategy on a timely basis or at all;

·
We may have difficulties managing our anticipated growth, or we may not grow at all;

·
We have a history of losses, we expect to incur losses in the future and we may not be able to achieve or maintain profitability;

·
We may not be able to initiate and complete preclinical studies and clinical trials for our product candidates which could adversely affect our business;

·
We may not be able to obtain and maintain the third-party relationships that are necessary to develop, commercialize and manufacture some or all of our product candidates;

·
We may encounter difficulties in managing our growth, which could adversely affect our operations;

·
We need to obtain financing in order to continue our operations;

·
The drug development and approval process is uncertain, time-consuming and expensive;

·
Competition in the biotechnology, pharmaceutical, and technology industries may result in competing products, superior marketing of other products and lower revenues or profits for us;

·
Federal laws or regulations on drug importation could make lower cost versions of our future products available, which could adversely affect our revenues, if any;

·
The regulatory approval process is costly and lengthy, and we may not be able to successfully obtain all required regulatory approvals;

·
Healthcare reform measures could adversely affect our business;

·
Protecting and defending against intellectual property claims may have a material adverse effect on our business;

·
If we are not able to retain our current senior management team and our scientific advisors or continue to attract and retain qualified scientific, technical and business personnel, our business will suffer; and

·
We may not be able to maintain our listing on the Nasdaq Capital Market; and

·
There is a substantial doubt about our ability to continue as a going concern.

7

Emerging Growth Company

As a company with less than
$1.07 billion in revenue during our last fiscal year, we qualify as an emerging growth company, as defined in the JOBS Act. As an emerging
growth company, we have elected to take advantage of specified reduced disclosure and other requirements that are otherwise applicable
generally to public companies. These provisions include:

·
Only two years of audited consolidated financial statements in addition to any required unaudited interim financial statements with correspondingly reduced Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure.

·
Reduced disclosure about our executive compensation arrangements.

·
Not having to obtain non-binding advisory votes on executive compensation or golden parachute arrangements.

·
Exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We may take advantage of these
exemptions for up to five years or such an earlier time that we are no longer an emerging growth company. We would cease to be an emerging
growth company if we have more than $1.07 billion in annual revenue, we have more than $700 million in market value of our stock held
by non-affiliates, or we issue more than $1 billion of non-convertible debt over a three-year period. We may choose to take advantage
of some but not all of these reduced burdens. We have taken advantage of these reduced reporting burdens herein, and the information that
we provide may be different than what you might get from other public companies in which you hold stock.

Available Information

We file annual, quarterly
and current reports and other information with the United States Securities and Exchange Commission (“SEC”) that are publicly
available through the SEC’s website at www.sec.gov. Our SEC filings will also be available free of charge through
the home page of our website https://coeptistx.com as soon as reasonably practicable after they are filed with or furnished to the SEC.
Our website and the information contained on or connected to that site are not incorporated into this Annual Report on Form 10-K.