SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 24, 2021
Alterola Biotech Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 333-156091 | 82-1317032 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
|
47 Hamilton Square Birkenhead Merseyside, United Kingdom |
CH41 5AR |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +44 151 601 9477
|
340 S. Lemon Ave # 4041, Walnut, California 91789
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On January 19, 2021, Alterola Biotech, Inc. (the “Company”) entered into an Stock Transfer 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”). We have 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.
The foregoing description of the Amendment is a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 2.1 | Amendment to Stock Transfer Agreement, dated May 24, 2021 |
| 3 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Alterola Biotech, Inc.
/s/ Timothy Rogers
Timothy Rogers
Chief Executive Officer
Date: May 25, 2021
| 4 |
AMENDMENT TO STOCK TRANSFER AGREEMENT
This AMENDMENT TO STOCK TRANSFER AGREEMENT (this “Amendment”), effective as of May 24, 2021 (the “Effective Date”), is entered into by and between ALTEROLA BIOTECH INC., a Nevada corporation (“ALT”); and the shareholders of ABTI PHARMA LIMITED (“ABTIP”).
RECITALS
WHEREAS, this Amendment is being entered into with reference to that certain Stock Transfer Agreement, dated January 19, 2021 (the “Agreement”);
WHEREAS, the parties to the Agreement desire to amend the Agreement to change the Closing of the transaction to occur upon the filing of ALT’s December 31, 2020 quarterly report on Form 10-Q with the Securities and Exchange Commission.
NOW, THEREFORE, in consideration of the foregoing premises, the agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Definitions.
Capitalized terms used herein without other definition shall have the respective meanings herein assigned to such terms in the Agreement.
Section 2. Amendment to the Agreement.
Section 1.6 Closing shall be deleted in its entirety and replaced with the following:
The closing date of this Agreement (the “Closing”) will take place upon the filing of ALT’s December 31, 2020 quarterly report on Form 10-Q with the Securities and Exchange Commission.
Section 3. Effectiveness of Amendment.
The amendment provided in this Amendment shall be conditioned upon, and this Amendment shall not be effective until the execution and delivery of counterparts hereof by the parties hereto.
Section 4. Miscellaneous.
4.1. Notes Ratified. Except as expressly set forth herein, this Amendment shall not be construed to alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement, all of which are hereby confirmed and ratified in all respects and shall continue in full force and effect.
4.2. Counterparts; Facsimile Signatures. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Facsimile signatures shall be considered originals for all purposes.
IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date first written above.
| ALTEROLA BIOTECH INC. | ||
| By: /s/ Larson Elmore | ||
| Dated, January 19th, 2021. | ||
| Larson Elmore, Vice Chairman, Secretary, Acting CFO | ||
| ABTI PHARMA LIMITED | ||
| By: Selling Sharesholders Nominees: | ||
| /s/ Timothy Rogers | Dated, January 19th, 2021 | |
| Timothy Rogers | ||
| /s/ Seamus McAuley | Dated, January 19th, 2021 | |
| Seamus McAuley | ||
| /s/ Dominic Schiller | Dated, January 19th, 2021 | |
| Dominic Schiller | ||
| /s/ Colin Stott | Dated, January 19th, 2021 | |
| Colin Stott | ||
| /s/ Ning Qu | Dated, January 19th, 2021 | |
| Ning Qu |
| 2 |