8-K
Coeptis Therapeutics Holdings, Inc. (COEP)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 28, 2021
BULLHORN HOLDINGS CORP.
(Exact Name of Registrant as Specified in its Charter)
| British Virgin Islands | 001-39669 | 98-1465952 |
|---|---|---|
| (State or other jurisdiction<br> <br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br> Identification No.) |
| 801 S. Pointe Drive, Suite TH-1, Miami Beach, FL | 33139 | |
| --- | --- | |
| (Address of Principal Executive<br> Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (305) 671-3341
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Ordinary Share and one<br> Redeemable Warrant | BHSEU | The<br> Nasdaq Stock Market LLC |
| Ordinary Shares, par value $0.0001 per share | BHSE | The<br> Nasdaq Stock Market LLC |
| Redeemable Warrants, each whole warrant exercisable<br> for one-half of one Ordinary Share at an exercise price of $11.50 | BHSEW | The<br> Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01. Noticeof Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in a Form 12b-25 filed on May 17, 2021 by Bull Horn Holdings Corp. (the “Company”), on April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (the “SEC”) together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Guidance”). Specifically, the SEC Guidance focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of October 29, 2020, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent. As a result of the SEC Guidance, the Company required additional time evaluate its public and private warrants in light of the SEC Guidance and, as a result, the Company required additional time to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “Form 10-Q”).
On May 28, 2021, the Company received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because it has not timely filed the Form 10-Q with the SEC. The Rule requires listed companies to timely file all required periodic financial reports with the SEC. The Notice has no immediate effect on the listing or trading of the Company’s securities. However, if the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from Nasdaq.
Under Nasdaq rules, the Company has 60 calendar days from the date the Notice was received (May 28, 2021), or until July 27, 2021, to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company's plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-Q, or until November 22, 2021, to regain compliance. However, there can be no assurance that Nasdaq will accept the Company's plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.
The Company is working diligently to complete its Form 10-Q. The Company intends to file the Form 10-Q as soon as practicable to regain compliance with the Nasdaq Listing Rule.
Item8.01. Other Events.
On May 28, 2021, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item9.01 Financial Statements and Exhibits
(d)Exhibits
| Exhibit | |
|---|---|
| Number | Title |
| 99.1 | Press release of the Company regarding the Notice, dated May 28, 2021 |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 28, 2021 | BULL HORN HOLDINGS CORP. | |
|---|---|---|
| By: | /s/ Christopher<br> Calise | |
| Name:<br> Christopher Calise<br><br> Title: Chief Financial Officer |
2
Exhibit99.1
BullHorn Holdings Corp. Announces Receipt of Notice from NasdaqRegarding Late Filing of Quarterly Report on Form 10-Q
MIAMIBEACH, FLORIDA, MAY 28, 2021 (GLOBE NEWSWIRE) – Bull Horn Holdings Corp. (NASDAQ: BHSE) (the “Company”) today announced that it has received a notice (“Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) as a result of its failure to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “Form 10-Q”) in a timely fashion. The Notice advised the Company that it was not in compliance with Nasdaq’s continued listing requirements under the timely filing criteria established in Nasdaq Listing Rule 5250(c)(1).
As reported by the Company in its Form 12b-25 filed with the Securities and Exchange Commission (the “SEC”) on May 17, 2021, the Company was unable to file its Form 10-Q within the prescribed time period without unreasonable effort or expense due to the Company’s conclusion (based on recently issued SEC guidance) that its outstanding public and private warrants should be accounted for as a liability and the resulting additional time required for updating the Company’s financial statements accordingly. The extension period provided for filing the Form 10-Q under Rule 12b-25 expired on May 24, 2021.
The Notice has no immediate effect on the listing or trading of the Company’s securities.
Nasdaq has informed the Company that, under Nasdaq rules, the Company will have 60 calendar days from the date of the Notice (May 28, 2021) to file its Form 10-Q with the SEC. The Company can regain compliance with Nasdaq listing standards during this sixty-day period when the Company files its Form 10-Q with the SEC. During the sixty-day period, Nasdaq will closely monitor the status of the Company's late filing and related public disclosures. If the Company fails to file its Form 10-Q within such sixty-day period, Nasdaq may, in its sole discretion, allow the Company's units, ordinary shares and warrants to trade for up to 180 days from the Form 10-Q’s filing due date, or November 22, 2021 (an “Additional Period”), depending on specific circumstances, as outlined in the rule. If Nasdaq determines that Additional Period is not appropriate, suspension and delisting procedures will commence pursuant to the Nasdaq Listing Rules. If Nasdaq determines that an Additional Period is appropriate and the Company fails to file its Form 10-Q and any subsequent delayed filings by the end of that period, suspension and delisting procedures will generally commence. Regardless of the procedures described above, Nasdaq may commence delisting proceedings at any time during the period that is available to complete the filing, if circumstances warrant.
The Company is working diligently to complete its Form 10-Q. The Company intends to file the Form 10-Q as soon as practicable to regain compliance with the Nasdaq Listing Rules. No assurance can be given that the Company will be able to regain compliance with the Nasdaq timely filing listing requirement.
AboutBull Horn Holdings Corp.
Bull Horn Holdings Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any business or industry, the Company intends to focus on leading sports, entertainment and brand companies that have potential for brand and commercial growth. The Company is led by Chief Executive Officer, Robert Striar, and Chief Financial Officer, Christopher Calise. In addition to Messrs. Striar and Calise, the Board of Directors includes Stephen Master, Michael Gandler, Jeff Wattenberg, Doug Schaer and Baron Davis.
CautionaryNote Regarding Forward-Looking Statements
This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results (including the results of the Company’s efforts to comply with Nasdaq listing standards as described herein) could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Robert Striar
Chief Executive Officer
Bull Horn Holdings Corp.
info@bullhornse.com