Form 8-K - Current report

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): September 8, 2023

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: [phone]

________________________________________________ (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

 

As previously reported, on December 2, 2021, Alterola Biotech Inc. (the “Company”), closed an Asset Purchase Agreement (the “Purchase Agreement”) with C2 Wellness Corp., a Wyoming corporation, and Dr. G. Sridhar Prasad (together, the “Seller”).

 

On the Closing Date, pursuant to the Purchase Agreement, the Company acquired certain IP assets (the “Assets”) from Seller, which include:

 

	•	Novel cannabinoid molecules and their associated intellectual property;
	•	Novel cannabinoid pro-drugs, and their associated intellectual property;
	•	Novel proprietary cannabinoid formulations, designed to target lymphatic delivery, and their associated intellectual property;
	•	Novel proprietary nano-encapsulated cannabinoid formulations, in self dissolving polymers, and their associated intellectual property; and
	•	Cannabinoids and cannabinoid pro-drug formulations for topical ocular delivery, and their associated intellectual property.

 

In exchange for the Assets, the Company issued to Seller twenty four million (24,000,000) shares of common stock.

 

On September 8, 2023, the Company and Seller entered into an Agreement to Return Assets and Shares, such that the Company transferred the Assets back to the Seller and the Seller paid 30,019,493 shares of ABTI common stock to the Company.

 

The foregoing description of the Agreement to Return Assets and Shares does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Agreement to Return Assets and Shares, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

SECTION 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

 

Exhibit No.	Description
10.1	Agreement to Return Assets and Shares

 

2

 

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/ David Hitchcock

David Hitchcock

Chief Executive Officer

 

Date: September 19, 2023

 

3

 

 

AGREEMENT TO RETURN ASSETS AND SHARES

THIS AGREEMENT is made and entered into on this 8th day of September 2023.

 

BETWEEN:

 

1.                  Alterola Biotech, Inc. (hereinafter referred to as "Alterola"), a Nevada corporation, with its principal place of business located at 47 Hamilton Square, Birkenhead, Merseyside, United Kingdom, CH41 SAR.

AND

 

2.                  C2 Wellness Corporation, a Wyoming registered company (hereinafter referred to as "C2"), with its registered office at an address to be supplied.

RECITALS:

 

WHEREAS, in November 2021, Alterola and C2 entered into an Asset Purchase Agreement whereby Alterola acquired certain assets from C2;

WHEREAS the Parties now wish to return the assets and shares as outlined in this Agreement;

 

WHEREAS, both Parties are optimistic about the potential for future collaboration and express a mutual desire to maintain a cooperative relationship moving forward;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1.            Return of Shares: C2 agrees to ensure the return of shares as outlined in Exhibit A attached hereto within 21 days from the date of this Agreement.

2.            Return of Assets: Alterola agrees to transfer the assets to C2 as outlined in Exhibit B of this Agreement within 21 days from the date of this Agreement. Alterola acknowledges and agrees that it shall not infringe upon the proprietary ownership rights of C2 in respect of these specific assets.

3.            Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

4.            Dispute Resolution: The Parties agree to first attempt to resolve any disputes through mediation. If mediation is unsuccessful, the Parties agree to refer the dispute to the American Arbitration Association ("AAA") for resolution.

5.        Costs: Each Party shall bear its own costs associated with the implementation of this Agreement.

6.            No Waiver: The failure of either Party to exercise any of its rights under this Agreement for a breach thereof shall not be deemed to be a waiver of such rights, and no waiver by either Party, whether written or oral, express or implied, of any rights under or arising from this Agreement shall be binding on any subsequent occasion; and no concession by either Party shall be treated as an implied modification of the Agreement unless specifically agreed in writing.

7.            Acknowledgment: The Parties acknowledge that they do not foresee any issues arising from this Agreement and express their gratitude to each other for the amicable resolution. They further express hopefulness for the potential of beneficial cooperation in the future.

 

8.

Entire Agreement: This Agreement contains the entire agreement between the Parties and supersedes all prior negotiations, understandings, and agreements between the Parties.

9.

Amendments: No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties.

 

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

 

 

ALTEROLA BIOTECH, INC.

By: /s/ Timothy Rogers

Name: Timothy Rogers

Title: Executive Chairman

Date: September 8, 2023

 

 

C2 WELLNESS CORPORATION

 

 

By: /s/ Philip R.H. Connor III

Name: Philip R.H. Connor Ill

Title: Executive Vice President

Date: September 8, 2023

2

 

EXHIBIT A

 

Shares to be Returned to Alterola Biotech, Inc.:

 

 

#	NAME OF HOLDER	ISSUANCE DATE	CERTIFICATE NUMBER	NUMBER OF SHARES
	C2 HOLDINGS LLC	7/11/2022	CERTIFICATE 700166	1,903,003
	(ROGER BENDELAC)
2	THOMAS CAPELLINI	5/25/2022	CERTIFICATE 700127	1,530,000
3	HEMLOCK HOLDINGS LLC	5/24/2022	CERTIFICATE 500221	2,331,490
	(PHILIP R.H. CONNOR)
4	G. SRIDHAR PRASAD	5/22/2022	CERTIFICATE 700142	12,000,000
5	REB CONSULTANCY LLC	5/24/2022	CERTIFICATE 700122	12,000,000
	(ROGER BENDELAC)
6	WHITNEY CONNOR	5/22/2022	CERTIFICATE 700151	127,500
7	WHITNEY CONNOR	7/5/2022	CERTIFICATE 700132	127,500
TOTAL NUMBER OF SHARES RETURNING TO TREASURY				30,019,493

 

3

 

EXHIBIT B

 

Assets to be Returned to C2:

 

1.

Novel cannabinoid molecules and their associated intellectual property;

 

2.

Novel cannabinoid pro-drugs, and their associated intellectual property;

 

3.

Novel proprietary cannabinoid formulations, designed to target lymphatic delivery, and their associated intellectual property;

4.

Novel proprietary nano-formulations and their associated intellectual property.

 

4

 

 

 

 

 

 

Cover	Sep. 08, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 08, 2023
Entity File Number	333-156091
Entity Registrant Name	Alterola Biotech, Inc.
Entity Central Index Key	0001442999
Entity Tax Identification Number	82-1317032
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	47 Hamilton Square
Entity Address, City or Town	Birkenhead Merseyside
Entity Address, Country	GB
Entity Address, Postal Zip Code	CH41 5AR
City Area Code	+44 151
Local Phone Number	601 9477
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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