Item 1.01 Entry into a Material Definitive Agreement
On December 31, 2020, Vinings Holdings, Inc., ("VININGS") entered into an
Agreement and Plan of Merger (the "Agreement and Plan") with Coeptis
Pharmaceuticals, Inc., a Delaware corporation ("COEPTIS") and Coeptis
Acquisition Corp., a wholly-owned subsidiary of VININGS, domiciled in Delaware
("Acquisition Sub"). Pursuant to the terms of the Agreement and Plan, VININGS
and COEPTIS intend to effect a merger, pursuant to which Acquisition Sub will
merge with and into COEPTIS and COEPTIS will survive, as a result of which the
entire issued share capital of COEPTIS (the "COEPTIS Shares") will be deemed for
all purposes to represent shares of common stock of VININGS upon the terms and
subject to the conditions set forth in the Agreement.
COEPTIS agreed to transfer to VININGS all of the COEPTIS Shares in exchange for
the issuance of 25,178,840 shares of VININGS common stock.
In connection with the Merger, VININGS will take the necessary action to
effectuate a name and symbol change.
In addition, the sole officer and Director of VININGS, Erik Nelson, shall resign
from his officer positions at VININGS effective simultaneous with the Closing,
and shall be replaced by the new officers designated by COEPTIS. Erik Nelson
shall remain a director on VININGS' post-merger board of directors, holding one
of the five (5) board of director seats that are being established upon
effectiveness of the Merger. The remaining seats on the board of directors shall
be designated by COEPTIS and shall be approved pre-closing by all parties.
Post-Merger officers of VININGS shall be appointed by the post-Merger board of
directors.VININGS will report biographical and compensation information at the
time of appointment.
The description of the transactions contemplated by Agreement and Plan as
referenced herein does not purport to be complete and is qualified in its
entirety by reference to the full text of the Exhibits filed herewith and
incorporated by this reference.
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COEPTIS THERAPEUTICS, INC. 
