ex_97451.htm


Exhibit 4.11


 


Hoverink Biotechnologies, Inc.


1801 Century Park E., 24th Floor


Los Angeles, California  90067


info@hoverink.net


866-443-4666


 


 


Oct 20, 2017


 


Ben Bunker ESQ.


The Bunker Law Group, PLLC


benbunker@bunkerlawgroup.com


T (702) 784-5990


3753 Howard Hughes Parkway, Suite 200


Las Vegas, Nevada 89169


 


Dear Mr. Bunker:


 


I, Debbie Carter, am the Chief Executive Officer of Hoverink Biotechnologies, Inc.


 


I represent that:


 


(a) I have provided you with a true and correct copy of the registration statement of Hoverink Biotechnologies, Inc. (the “Company”) filed on Form S-1 with the Securities and Exchange Commission on Oct 23, 2017, including the Prospectus regarding the Primary Offering, the Secondary Offering;


 


(b) I have provided you with true and correct information about the Company and the Primary Offering of 2,000,000 shares of the Company’s common stock at an offering price of $20.00 per share and a Secondary Offering of 4,550,000 shares of Company common stock, including information on each of the Selling Shareholders listed in the Prospectus and in Exhibit A to this letter;


 


(c) three of the Selling Shareholders are affiliates of the Company, 


 


(d) I caused Exhibit A to this letter listing the Selling Shareholders and the shares owned by each to be prepared and it is a true and accurate list of the Shareholders and the number of shares held by each, 


 


(e) All of the shares owned by the Selling Shareholders and listed in Exhibit A were validly issued and payment in full for those shares was received by the Company;


 


(f) I have provided you with true and correct documents confirming how and when payment in full was made for the shares held by the Selling Shareholders and regarding the validity of the issuance of those shares;


 


(g) There have been 100,000,000 shares of common stock authorized by the Certificate of Incorporation, as amended, and 36,772,000 have been issued as of the date of this letter; 


 



 




 




 


(h) I have provided you with true and accurate copies of the Stock Issuance Forms related to the issuance of the shares held by each of the Selling Shareholders;


 


(i)     I have provided you with a true and correct copy of the Consent of Director[s] in Lieu of a Meeting of Hoverink International Holdings, Inc. dated February 16, 2015, which authorized the issuance of the shares of Selling Shareholders and confirmed payment for the shares;


 


(m)    I have provided you with a Consent of Board of Board of Directors of Hoverink Biotechnologies, Inc. Authorizing Issuance of Shares dated Oct 20, 2017, that authorizes the issuance of the shares that will be offered in the Primary Offering in exchange for payment in full;


 


(n)     I have provided you with true and correct copies of documents from the Company’s minute book showing all Board of Directors actions since the change of control with Sky Run Acquisition Corporation took place;


 


(o)     The Company is a pre-clinical stage development stage company; and


 


(p)     A copy of the Registration Statement on Form S-1 and its Prospectus will be available to each purchaser of securities in the Primary Offering;


 


(q)     The Selling Shareholders in the Secondary Offering were issued book entry certificates and all of the certificated Shares are marked with a restrictive legend. I have confirmed that the stock transfer books of the Company as maintained by the Company’s stock transfer agent, Direct Transfer, LLC, are marked with a stop order with respect to these securities. 


 


Please notify me if you require any additional information.


 


Regards,


 


 


 


Debbie Carter


Chief Executive Officer


 


[Exhibit A follows]


 


 



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Exhibit A (Also appearing in the Form S-1 Registration Statement)


 


SELLING SECURITY 


HOLDERS


 


 


Table of Selling Shareholders


 


The selling security holders named in this prospectus are offering all of the offering 4,550,000 common shares (the “Secondary Offering”), 4,550,000 common shares offered through this prospectus. The offer under this prospectus is comprised of the securities provided above. The selling security holders named in this prospectus are offering 4,550,000 common shares (the “Secondary Offering”), which includes 4,550,000 common shares all discussed elsewhere in this Prospectus. The selling stockholders, who are deemed underwriters as that term is defined under the Securities Exchange Act of 1934, or the rules and regulations thereunder, may sell these shares from time to time after this Registration Statement is declared effective by the Securities and Exchange Commission. The prices at which the selling security holders may sell their shares will be at a fixed price of $20.00 per share until such time as the shares of our common stock are traded on the OTC Bulletin Board sponsored by FINRA or OTCQB operated by OTC Markets Group, Inc


 


 


The following table provides as of Sept 22, 2017 information regarding the beneficial ownership of our common shares held by each of the selling security holders, including:


 


	 	
			1.

				
			the number of shares beneficially owned by each prior to this Offering;

			



	 	
			2.

				
			the total number of shares that are to be offered by each;

			



	 	
			3.

				
			the total number of shares that will be beneficially owned by each upon completion of the Offering;

			



	 	
			4.

				
			the percentage owned by each upon completion of the Offering; and

			



	 	
			5.

				
			the identity of the beneficial holder of any entity that owns the shares.

			



 


 


The following table sets forth ownership of shares held by each person who is a selling shareholder. The shares to be offered by the selling stockholders are “restricted” securities under applicable federal and state laws and are being registered under the Securities Act of 1934, as amended (the “Securities Act”) to give the selling stockholders the opportunity to publicly sell these shares. The registration of these shares does not require that any of the shares be offered or sold by the selling stockholders.


 


 


	
			Name 

				Shares Owned Before Offering 	Offered Herein	
			Shares Owned

			
	
			 


			Debbie Mae Carter


			P.O. Box 42 Dennis, TX 76439


			 

				
			 


			9,440,000

				
			 


			264,000

				
			 


			9,176,000

			
	
			The Cyrus Sajna and Davidra Sajna Revocable


			Living Trust


			P.O. Box 60501 Fort Worth, TX 76115

				
			3,480,000

				
			348,000

				
			3,132,000

			
	
			Davidra Sajna


			P.O. Box 60501 Fort Worth, TX 76115

				
			 


			9,740,000

				
			 


			284,000

				
			 


			9,456,000

			
	
			W. Neil Gallagher


			1845 Precinct Line Rd Suite 245 Hurst, TX 76054

				
			 


			2,940,000

				
			 


			1,940,000

				
			 


			1,000,000

			
	
			Cyrus Sajna


			P.O. Box 60501


			Fort Worth, TX 76115

				
			 


			8,200,000

				
			 


			0

				
			 


			8,200,000

			
	
			W. Neil Gallagher


			1845 Precinct Line Rd Suite 245 Hurst, TX 76054

				
			 


			2,940,000

				
			 


			1,940,000

				
			 


			1,000,000

			



 



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			Metroplex Economic Development Corporation


			6777 W. Kiest Blvd.


			Dallas, TX 75236

				
			 


			490,000

				
			 


			490,000

				
			 


			0

			
	
			Word of God Fellowship, Inc.


			3901 Hwy 121 Bedford, TX 76021

				
			 


			60,000

				
			 


			60,000

				
			0

			
	
			Crockett Benjamin Carter


			P.O. Box 42 Dennis, TX 76439

				
			 


			75,000

				
			 


			75,000

				
			 


			0

			
	
			Arquilla Jean Garrett


			6854 Heath Street


			Houston, TX 77016

				
			 


			15,000

				
			 


			15,000

				
			 


			0

			
	
			Janice Carol Savage


			568 Keble Drive


			Crowley, TX 76036

				
			 


			300,000

				
			 


			300,000

				
			 


			0

			
	
			Ruby Jewel Neal


			5018 Brockleigh


			Lamarque, TX 77568

				
			 


			15,000

				
			 


			15,000

				
			 


			0

			
	
			Joseph Williams


			8413 Beaufort Court


			Fort Worth, TX 76123

				
			45,000

				
			45,000

				
			0

			
	
			Adrian Williams


			8413 Beaufort Court


			Fort Worth, TX 76123

				
			25,000

				
			25,000

				
			0

			
	
			Catrina Moak


			1405 Whittenburg Drive


			Fort Worth TX 76134

				
			25,000

				
			25,000

				
			0

			
	
			Brandon Eugene Smith


			4949 Madyson Ridge Drive,


			Fort Worth TX 76133

				
			15,000

				
			15,000

				
			0

			
	
			Marneisha Renee Prince


			4949 Madyson Ridge Drive,


			Fort Worth TX 76133

				
			10,000

				
			10,000

				
			0

			
	
			Rebekah Fawn Hasty


			P.O. Box 42 Dennis, TX 76439

				
			25,000

				
			25,000

				
			0

			
	
			Charlotte Ann Prater


			P.O. Box 42,


			Dennis, TX 76439

				
			 


			25,000

				
			 


			25,000

				
			 


			0

			
	
			Sharonda Mchenry


			627 Gundersen Drive, # 206


			Carol Stream, IL 60188

				
			 


			20,000

				
			 


			20,000

				
			 


			0

			
	
			Pentecostal Temple


			523 Centre St


			San Marcos, TX 78666

				
			 


			10,000

				
			 


			10,000

				
			 


			0

			
	
			Peggy Ann Sajna


			P.O. Box 60501


			Fort Worth Texas 76115

				
			 


			10,000

				
			 


			10,000`

				
			 


			0

			
	
			Charles Douglas Stewart


			733 Nelson Place


			Burleson, TX 76028

				
			 


			40,000

				
			 


			40,000

				
			 


			0

			
	
			Tonia Theresa Castille


			733 Nelson Place


			Burleson, TX 76028

				
			 


			10,000

				
			 


			10,000

				
			 


			0

			
	
			Breana Meshuan Williams


			7400 Little Rock Lane


			Fort Worth, TX 76120

				
			 


			50,000

				
			 


			50,000

				
			 


			0

			
	
			Christina Flowers


			7500 Belcross Lane


			Fort Worth, 76133

				
			 


			10,000

				
			 


			10,000

				
			 


			0

			
	
			Kenisha Williams-Turner


			520 Ashdale Drive


			Fort Worth, TX 76140

				
			 


			10,000

				
			 


			10,000

				
			 


			0

			
	
			Randall A Jones


			31878 Del Obispo Street,


			Suite 118-112 111


			San Juan Capistrano, CA 92675

				
			 


			106,000

				
			 


			106,000

				
			 


			0

			
	
			James Borchert


			6731 Bridge Street #221

			Fort Worth, Texas 76112

				
			 


			55,000

				
			 


			55,000

				
			 


			0

			



 



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			Lauretta Nevills


			1806 Whitney Drive


			Garland, TX 75040

				
			 


			11,000

				
			 


			11,000

				
			 


			0

			
	
			Meshelle Lance Peavler


			4825 Overton Ave


			Fort Worth, TX 76133

				
			 


			10,000

				
			 


			10,000

				
			 


			0

			
	
			 


			Total

				
			 


			4,550,000

				
			 

				 



 


The offering may terminate on the earlier of: 


 


 


	
			i. 

				
			the date when the sale of all 4,550,000 shares is completed, or

			



 


	
			ii. 

				
			(9) Months from the effective date of this document or any extension thereto.

			



 


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