ABTI Pharma Limited entered into a stock transfer agreement to acquire Alterola Biotech, Inc. (OTCPK:ABTI) in reverse merger transaction for $1.1 billion on January 19, 2021. Pursuant to terms of transaction, which the Alterola will acquire all of the outstanding shares of capital stock of ABTI Pharma from its shareholders in exchange for 600 million shares of the Alterola issued pro rata to the ABTI Pharma shareholders. Post completion shareholders of ABTI Pharma will hold 80% stake in Alterola. Further pursuant to the agreement Alterola will endeavor to raise a total of at least $50 million with $45 million in net proceeds and the will arrange an underwriting commitment of the first $25 million to be funded at a price of not less than $1 per share within 45 days of closing. Alterola Biotech will provide funding to ABTI Pharma to pay for operating expenses including salaries, office expenses and additional expenses or projects in the amount of $0.5 million within fifteen (15) days from closing the Agreement and shall fund an additional $0.2 million every 30 days thereafter until a total funding of $1.1 million has been delivered. As part of the Agreement, Amsterdam Café Holdings Limited has agreed to cancel and return to Alterola Biotech 200 million shares it holds and Bulls Run Investments Limited will be issued 19.1 million shares of common stock.
Alterola also agreed to appoint new board members and officers. Following execution of this agreement, Timothy Rogers will continue to serve as Chairman of the Board and director; Seamus McAuley will continue to serve as Chief Executive Officer and Director and Dominic Schiller will continue to serve as Chief Patent Officer and Director. Following execution of this agreement, by written notice at his request, Colin Stott will be appointed to the Board as director and will serve as Chief Operating Officer of Alterola. ABTI Pharma will continue to operate as an independent entity and its current management will remain in place. The closing of transaction will take place 60 days post the execution of the agreement or sooner by agreement. The closing will occur upon the filing by Alterola Biotech of its outstanding annual report and form 10-K for 2019, and its quarterly reports for 2020, that are anticipated to be filed by March 30, 2021. As of May 24, 2021, the parties to the Agreement desire to amend the Agreement to change the Closing of the transaction to occur upon the filing of Alterola Biotech's December 31, 2020 quarterly report on Form 10-Q with the Securities and Exchange Commission.
ABTI Pharma Limited completed the acquisition of Alterola Biotech, Inc. (OTCPK:ABTI) in reverse merger transaction on June 16, 2021.