Entry into a Material Definitive Agreement

On December 20, 2021, Coeptis Pharmaceuticals, Inc. ("Coeptis"), our wholly-owned subsidiary, reported that it entered into amendment No. 1 to that certain promissory note in the original principal amount of $2,300,000 related to CD038-GEAR-NK-Auto to (i) make a payment of $550,000 towards the outstanding principal amount, (ii) extend the maturity date for the outstanding balance from December 31, 2021 to March 31, 2022 and increase the minimum percentage ownership from 20% to 25% (Filing, 8-K, Coeptis Pharmaceuticals, DEC 20, 2021, View Source [SID1234597761]). Pursuant to the amendment, if the promissory note is timely paid by March 31, 2022, Coeptis will maintain its 50% ownership interest in the CD038-GEAR-NK(Auto) product candidate, and if the promissory note is not timely paid by March 31, 2022, Coeptis’ ownership interest in such assets will automatically be reduced to 25% and the promissory note will be automatically cancelled and will no longer be due or payable. The original promissory note was described in our Current Report on Form 8-K that was filed with the SEC on August 19, 2021.

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Simultaneous with the entering into of such amendment, Coeptis paid in full the outstanding amount due under that certain promissory note in the original principal amount of $950,000 related to CD038-SNP-DIAG. Upon the making of such payment, Coeptis secured its 50% ownership of the CD038-SNP-DIAG product candidate.

In addition, on December 20, 2021, we and VyGen-Bio, Inc. entered into a long form Co-development and Steering Committee Agreement, which agreement governs the relationship between us and VyGen-Bio related to development efforts and revenue sharing for both CD038-GEAR-NK(Auto) and CD038-SNP-DIAG product candidates. A copy of the Co-development and Steering Committee Agreement attached at Exhibits 4.1 to this Current Report on Form 8-K.