NOTE 8 – CO-DEVELOPMENT RIGHTS

The Company holds co-development rights relating to the GEAR™ Cell Therapy Platform and two associated product candidates, pursuant to an arrangement with Vy-Gen-Bio, Inc. (“Vy-Gen”). The platform and related product candidates are being developed for the treatment and diagnosis of certain hematologic cancers, including multiple myeloma, chronic lymphocytic leukemia, and acute myeloid leukemia. Vy-Gen is responsible for development activities under the direction of a joint steering committee, and the arrangement provides for a profit share between the parties upon commercialization.

In March 2025, the Company licensed the exclusive worldwide development and commercialization rights to the GEAR platform from Vy-Gen, having previously held limited co-development rights. Under the license agreement, the Company is obligated to pay performance-based fees, milestone payments, and royalties in future periods. During the second quarter 2026, the Company capitalized a milestone fee in the amount of $450,000 in connection with the transfer of the license. The milestone fee is included in the carrying amount of the Company's rights relating to the GEAR platform and is amortized over the estimated remaining useful life of those rights.

The co-development rights were acquired in the Merger and, in accordance with ASC 805, were recorded at their acquisition-date fair value of $425,000 as of the Closing Date. The carrying amounts and accumulated amortization recognized by the accounting acquiree, Coeptis Therapeutics Holdings, Inc., prior to the Closing Date are not reflected in the accompanying condensed consolidated financial statements. The co-development rights are amortized on a straight-line basis over their estimated useful life of two years.

Co-development rights consisted of the following as of June 30, 2026:

For the period from the Closing Date through June 30, 2026, amortization expense related to the co-development rights was $118,664. In June 2026, the Company determined that continued investment in development activities related to the co-development rights was not warranted at that time. This determination constituted a triggering event under ASC 360-10-35, Property, Plant, and Equipment – Subsequent Measurement, requiring the Company to test the co-development rights for recoverability. Management determined that the carrying amount of the GEAR-related rights was not fully recoverable and estimated the fair value of the rights to be approximately $450,000 based on the amount management expects to recover through a sale or licensing transaction. Accordingly, the Company recognized an impairment loss of $306,336 during the three and six months ended June 30, 2026, reducing the aggregate carrying amount of the GEAR-related rights to $450,000 as of June 30, 2026.