Log in
E-mail
Password
Show password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

ALTEROLA BIOTECH, INC.

(ABTI)
SummaryQuotesChartsNewsCompany 
SummaryMost relevantAll NewsOther languagesPress ReleasesOfficial PublicationsSector news

ALTEROLA BIOTECH INC. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Changes in Control or Registrant, Change in Shell Company Status, Financial Statements and Exhibits (form 8-K)

06/16/2021 | 03:52pm EDT

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

As previously reported, on January 19, 2021, Alterola Biotech, Inc. (the "Company") entered into an Stock Purchase Agreement (the "Agreement") with ABTI Pharma Limited, a company registered in England and Wales ("ABTI Pharma"), pursuant to which the Company will acquire all of the outstanding shares of capital stock of ABTI Pharma from its shareholders in exchange for 600,000,000 shares of the Company pro rata to the ABT Pharma shareholders.

On May 24, 2021, the Company and the shareholders of ABTI Pharma memorialized a new closing date in an amendment to the Agreement (the "Amendment"). The Company has already issued the 600,000,000 shares in anticipation of the closing and the transaction will close upon the ABTI Pharma shares being transferred to the Company, which will occur upon the filing of the Company's December 31, 2020 quarterly report on Form 10-Q with the Securities and Exchange Commission ("SEC").

On May 28, 2021, the Company filed its quarterly report on Form 10-Q with the SEC and the transaction has closed.

Item 2.01 - Completion of Acquisition or Disposition of Assets

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Company completed the acquisition of ABTI Pharma pursuant to the Agreement and Amendment, under the terms of which, the shareholder of ABTI Pharma received 600,000,000 shares of the Company's common stock in exchange for 100% of the outstanding capital stock of ABTI Pharma.

The transaction is being accounted for as a reverse acquisition and recapitalization. ABTI Pharma is the acquirer for accounting purposes and the Company is the issuer. Accordingly, ABTI Pharma historical financial statements for periods prior to the acquisition become those of the acquirer retroactively restated for the equivalent number of shares received in the transaction. The accumulated deficit of ABTI Pharma is carried forward after the acquisition. Operations prior to the transaction are those of ABTI Pharma. Earnings per share for the period prior to the transaction are restated to reflect the equivalent number of shares outstanding.

Set forth below is a description of the Company's business and other Form 10 information. Attached to this Current Report on Form 8-K are the audited financial statements of ABTI Pharma and pro forma financial information.

All references to "Form 10-KT" below shall refer to the Company's Form 10-KT filed with the SEC on June 9, 2021 and the amended Form 10-KT filed with the SEC on June 10, 2021.



                            DESCRIPTION OF BUSINESS




The disclosure in the section entitled "Part 1. Item 1. Business" set forth in the Form 10-KT of the Company is incorporated herein by reference.



   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                                   OPERATIONS


The disclosure in the section entitled "Part 1. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" set forth in the Form 10-KT of the Company is incorporated herein by reference.



  2







                                   PROPERTIES


The disclosure in the section entitled "Part 1. Item 2. Properties" set forth in the Form 10-KT of the Company is incorporated herein by reference.



         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table sets forth, as of June 10, 2021, certain information as to shares of our common stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group:



                                                  Amount and
Name and Address of                               Nature of
 Beneficial Owners                                Beneficial
  of Common Stock         Title of Class         Ownership 1          % of Common Stock 2
                                                 180,000,000
Timothy Rogers(3)          Common Stock             shares                    23.9%
                                                  30,000,000
Seamus McAuley(4)          Common Stock             shares                     4.0%
Larson Elmore              Common Stock        7,000,000 shares            Less than 1%
                                                 180,000,000
Dominic Schiller(5)        Common Stock             shares                    23.9%
Daniel Reshef                   -              4,400,000 shares            Less than 1%
Lahit Kumar                                       27,750,000
Verma(6)                   Common Stock             shares                     3.6%
                                                  30,000,000
Ning Qu(7)                 Common Stock             shares                     4.0%
DIRECTORS AND
OFFICERS                                         459,150,000
- TOTAL (7 persons)                                 shares                    60.9%
5% SHAREHOLDERS
Colin Stott (8)            Common Stock



1. As used in this table, "beneficial ownership" means the sole or shared power to

   vote, or to direct the voting of, a security, or the sole or shared investment
   power with respect to a security (i.e., the power to dispose of, or to direct
   the disposition of, a security). In addition, for purposes of this table, a
   person is deemed, as of any date, to have "beneficial ownership" of any
   security that such person has the right to acquire within 60 days after such
   date.

2. The percentage shown is based on denominator of 754,280,000 shares of

common stock issued and outstanding for the company as of June 10, 2021. 3. All shares are held in TPR Holdings Limited, in which Mr. Rogers has

   beneficial ownership.
4. All shares are held in Opesmedical Holdings Ltd., in which Mr. McAuley has
   beneficial ownership.
5. All shares are held in Equipped 4 Holdings, in which Mr. Schiller has
   beneficial ownership.
6. All shares are held in Future Trends, Ltd., in which Mr. Verma has
   beneficial ownership.
7. All shares are held in Partner Investments B.V. in which Mr. Qu has
   beneficial ownership.
8. All shares are held in Phytotherapeutix Holdings Ltd in which Mr. Stott
   has beneficial ownership.




                        DIRECTORS AND EXECUTIVE OFFICERS


The disclosure in the section entitled "Part 1. Item 10. Directors, Executive Officers and Corporate Governance" set forth in the Form 10-KT of the Company is incorporated herein by reference.



                             EXECUTIVE COMPENSATION
. . .

ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES

The information provided in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

The above securities were issued pursuant to the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder. The Company believes that the investor had adequate information about the Company as well as the opportunity to ask questions and receive responses from management.



  7

Item 5.01 Changes in Control of Registrant

The information provided in Items 1.01, 2.01 and 3.02 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the issuances to the shareholders of ABTI Pharma there has been a change in control of the Company.

There are no arrangements known to the company, the operation of which may, at a subsequent date, result in a change in control of the registrant.

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS

The information provided in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Company has been classified as a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act) until immediately before the execution of the Agreement and Amendment. Effective as of May 28, 2021, the Company has commenced a new business venture by closing the Agreement and Amendment set forth under Items 1.01 and 2.01 of this report, which disclosure is incorporated herein by reference. Consequently, the Company believes that the transaction has caused the Company to cease being a shell company.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description 99.1 Audited Financial Statements of ABTI Pharma 99.2 Pro forma financial statements

8

© Edgar Online, source Glimpses

All news about ALTEROLA BIOTECH, INC.
10/05ALTEROLA BIOTECH : Board Replaces Outgoing CFO Larson Elsmore With Timothy Rogers as Inter..
MT
10/05ALTEROLA BIOTECH INC. : Change in Directors or Principal Officers (form 8-K)
AQ
10/05Alterola Biotech, Inc. Announces Executive Changes
CI
10/05Alterola Biotech, Inc. Announces Executive Changes
CI
09/23Alterola Biotech, Inc. Confirms Appointment of Hunter Land to the Board
CI
08/19ALTEROLA BIOTECH : Management's Discussion and Analysis of Financial Condition and Results..
AQ
08/02ALTEROLA BIOTECH : acquires ABTI pharma ltd
AQ
06/21ALTEROLA BIOTECH INC. : Change in Directors or Principal Officers (form 8-K)
AQ
06/16ALTEROLA BIOTECH INC. : Entry into a Material Definitive Agreement, Completion of Acquisit..
AQ
06/16ABTI Pharma Limited completed the acquisition of Alterola Biotech, Inc. in reverse merg..
CI
More news
Chart ALTEROLA BIOTECH, INC.
Duration : Period :
Alterola Biotech, Inc. Technical Analysis Chart | ABTI | US02152V1035 | MarketScreener
Managers and Directors
Seamus McAuley Chief Executive Officer & Secretary
Timothy Paul Rogers Chairman & Chief Financial Officer
Colin Stott Chief Operating Officer & Director
Dominic Schiller Director
Daniel S. Reshef Director
Sector and Competitors
1st jan.Capi. (M$)
ALTEROLA BIOTECH, INC.-56.58%106
GILEAD SCIENCES, INC.16.08%84 795
WUXI APPTEC CO., LTD.29.45%66 184
BIONTECH SE203.83%59 820
REGENERON PHARMACEUTICALS14.52%57 519
VERTEX PHARMACEUTICALS-23.09%47 156