Replies to post #11664 on Coeptis Therapeutics Inc (COEP)

[AKAPAK]

Add in the Coeptis shares and still a low float:

(b) Effect on Capital Stock.

Conversion of Coeptis Shares. At the Closing, each Coeptis Share issued and outstanding on the Closing Date (as defined in Section 3, below) shall, by virtue of the Merger and without any further action on the part of Coeptis, Vinings, Acquisition Sub, or the holders of the Coeptis Shares as of the Closing Date (the “Original Holders”), be converted into and exchanged for one share of validly issued, fully paid and non-assessable common stock of Vinings (the “Share Ratio”) such that the Original Holders will be issued a total of twenty-five million one hundred and seventy-eight thousand eight hundred and forty (25,178,840) shares of common stock of Vinings (the “Vinings Common Stock”) as a result of the merger, and such shares shall be distributed pro rata to the holders of one hundred percent (100%) of the Coeptis common stock, subject to the receipt of letters of transmittal and any other documents required of the transfer agent; provided that the number of shares of Vinings Common Stock to be issued in connection with the Merger shall be increased on a one-for-one basis for each share of Coeptis Common Stock issued by Coeptis between the Effective Date and the Closing Date (which number of additional shares shall not exceed five million (5,000,000) without Vinings’ consent). All shares of Vinings Common Stock issued upon the exchange of Coeptis Shares in accordance with the terms hereof shall (i) contain a standard restricted securities legend in compliance with the Securities Act and (ii) be deemed to have been issued in full satisfaction of all rights pertaining to such Coeptis Shares. There shall be no further registration of transfers on the stock transfer books of Coeptis of the Coeptis Shares that were outstanding immediately prior to the Closing.

[AKAPAK]

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.
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(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.