Coeptis Therapeutics Holdings, Inc. 8-K

What Happened

• Coeptis Therapeutics Holdings, Inc. announced on Feb 11, 2026 that it implemented a one-time option repricing/exchange program under Option Repricing and Exchange Election Agreements for options granted under its 2022 Equity Incentive Plan. The Board approved—and stockholders ratified—an accelerated vesting so that all outstanding options became fully vested, and option holders could elect either a one-time repricing or to surrender underwater options in exchange for restricted stock.
• Several officers and directors participated. In the exchanges, certain executives surrendered options and received restricted shares (e.g., David Mehalick surrendered 51,250 options for 51,250 restricted shares). Other officers/directors exercised retained options in full (e.g., Mehalick exercised options to purchase 148,875 shares). The company said the Option/Exchange Agreements contain customary representations and a form will be filed later.
• Separately, Nasdaq had previously notified the company of non-compliance for failing to hold its annual meeting within 12 months of the Dec 31, 2024 fiscal year end; on Feb 9, 2026 Nasdaq confirmed Coeptis has regained compliance and the matter is closed.

Key Details

• Date of program implementation: February 11, 2026; Nasdaq compliance regained: February 9, 2026.
• Total options surrendered and converted to restricted stock (listed participants): 112,500 shares exchanged for restricted stock.
• Total options exercised by listed officers/directors: 198,375 shares purchased via exercise.
• All outstanding options were accelerated to fully vested status prior to the elections.

Why It Matters

• For investors, the actions can increase share count and potential dilution because surrendered underwater options were converted to restricted stock and a large number of options were exercised. Exact dilution depends on outstanding shares not provided in this 8-K.
• Accelerated vesting removes future vesting conditions, meaning executives and directors now hold vested equity sooner than before; that can affect retention incentives and insider ownership timing.
• Regaining Nasdaq compliance avoids listing jeopardy related to the missed annual meeting, removing a near-term regulatory risk identified by Nasdaq.