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.




















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