Entry into a Material Definitive Agreement

On May 6, 2021, Coeptis Pharmaceuticals, Inc. ("Coeptis"), our wholly-owned subsidiary, reported that initial payments under two agreements described below, making those agreement definitive agreements (Filing, 8-K, Vinings Holdings, MAY 6, 2021, View Source [SID1234583919]). The two definitive option purchase agreements are with VyGen-Bio, Inc. ("Vy-Gen"), pursuant to which Coeptis has the exclusive option to acquire co-development rights with respect to two Vy-Gen product candidates. Coeptis paid a total of $750,000 to acquire the two exclusive options.

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The first option purchase agreement relates to Vy-Gen’s diagnostic product candidate CD38-SNP-DIAG, which is an early stage development platform technology targeted for a novel use of single nucleotide polymorphism (SNP) genotyping for determining optimal treatment decisions in B cell malignancies. Coeptis paid $250,000 to secure this exclusive option, and the option is exercisable at any time until December 31, 2021, with the option exercise payment being an additional $1,250,000-$1,750,000 depending on the timing of the exercise. Details of the intended co-development arrangement are summarized in the option agreement attached at Exhibit 4.1 to this Current Report on Form 8-K, and will be further developed when and if the long-form definitive co-development agreement is negotiated and finalized.

The second option purchase agreement relates to a product candidate based on VyGen’s early stage of development platform technology referred to as Gene-Edited Antibody Resistant (GEAR), which is targeted to potentially support numerous cell-therapy products with potential for co-administration with targeted monoclonal antibodies. The product candidate that is subject to the option is Vy-Gen’s CD38-GEAR-NK(Auto), which is a product candidate being developed to protect CD38+NK cells from destruction by CD38-mAbs. Coeptis paid $500,000 to secure this exclusive option, and the option is exercisable at any time until December 31, 2021, with the option exercise payment being an additional $3,000,000-$4,000,000 depending on the timing of the exercise. Details of the intended co-development arrangement are summarized in the option agreement attached at Exhibit 4.2 to this Current Report on Form 8-K, and will be further developed when and if the long-form definitive co-development agreement is negotiated and finalized. Vy-Gen has an option, after August 31, 2021 but before a formal exercise of the option by Coeptis, to buy-out this option for a one-time payment of $1,000,000. This option purchased agreement also grants to Coeptis the right to acquire an additional to-be-identified product candidate in the GEAR space for $3,500,000, provide that the initial option under this agreement is timely exercised.