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Re: threewheeler post# 11664

Monday, 01/04/2021 11:11:29 PM

Monday, January 04, 2021 11:11:29 PM

Post# of 11903
All the details of share structure (from 8k) plus the Coeptis shares to be exchanged in the previous post.

I may be wrong but imo, still note a bad share structure


Section 6

(b) Capitalization.

(i) Acquisition Sub. Coeptis Acquisition Corp. has 1,000 shares of commons stock, par value $0.0001 per share, authorized, all of which are issued and outstanding and held by Vinings.
8


(ii) [u]VININGS’s authorized capital stock consists of (A) 750,000,000 shares of common stock, par value $0.0001 per share, 1,708,800 shares of Common Stock are issued and outstanding (2,708,800 common shares outstanding on a fully-diluted basis assuming conversion and exercise of all convertible and exercisable instruments) and (B) 10,000,000 shares of preferred stock, 8,000 shares of which are issued and outstanding as Series B Super Majority Voting Convertible Preferred stock (which such shares of Series B Super Majority Voting Convertible Preferred stock are convertible into 8,000,000 shares of Vinings common stock). All of the issued and outstanding shares of common stock and preferred stock of Vinings were duly and validly issued and fully paid, are non-assessable and free of preemptive rights, and were issued in compliance with all applicable state and federal securities laws.

(iii) Except as shown at Section 6(b) of the Vinings Disclosure Schedule, there are no outstanding (A) options, warrants, or other rights to purchase any capital stock of Vinings or Acquisition Sub; (B) debt securities or instruments convertible into or exchangeable for shares of any capital stock of Vinings or Acquisition Sub; or (C) commitments of any kind for the issuance of additional shares of capital stock or options, warrants or other securities of Vinings or Acquisition Sub.

(iv) Vinings owns all of the outstanding capital stock of Acquisition Sub, free and clear of all liens or other encumbrances.
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  • 1D
  • 1M
  • 3M
  • 6M
  • 1Y
  • 5Y
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