Alterola Biotech, Inc. (OTCMKTS:ALTA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry Into A Material Definitive Agreement
On April 10, 2017, we entered into an Agreement of Conveyance,
Transfer and Assignment of Assets (the Agreement) with our sole
officer and director, Rene Lauritsen. to the Agreement, we
transferred all assets related to our nutraceutical chewing gum
business to Mr. Lauritsen. In exchange for this assignment of
assets, Mr. Lauritsen agreed to return his 37,000,000 of our
shares for cancellation.
As a result of the Agreement, we are no longer pursuing our
former business plan. Under the direction of our newly appointed
officer and director, as set forth below, we intend to raise
further capital, bring all public filings current and set about a
new business direction based around a novel therapy and the
intellectual property generated from our research and development
activities on ethanol based intoxication. Our mission is
furthermore to commercialize an innovative drug candidate in two
forms, injection for fast acting relief of ethanol intoxication
as well as a 3-D printed tablet intended for prophylactic use.
Our research activities will focus on ethanol metabolism and
clearance, in addition to establishing a cell culture based
expression system for human type alcohol dehydrogenase.
SECTION 2 – Financial Information
Item 2.01 Completion of Acquisition or Disposition of
Assets.
The information contained in Item 1.01 above is incorporated
herein by reference into this Item 2.01.
Section 3 SECURITIES AND TRADING
MARKETS
Item 3.02 Unregistered Sales of Equity
Securities.
The information contained in Item 5.01 below is incorporated
herein by reference into this Item 3.02.
On April 10, 2017, we issued 37,000,000 shares of our common
stock to Michael Frederick Freitag, our new officer and director,
in consideration for his initial six months of service to our
company. The shares were issued to the exemption from
registration found in Section 4(a)(2) of the Securities Act of
1933, as amended, and/or Regulation D, promulgated thereunder.
SECTION 5 Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
The information contained in Item 1.01 above is incorporated
herein by reference into this Item 5.01.
In connection with the sale of his controlling interest in the
company, on April 10, 2017, Mr. Lauritsen appointed Mr. Freitag
as our new Director, President, CEO, Secretary and Treasurer and
then resigned from all officer and director positions, as
discussed in Item 5.02, below. There were no other arrangements
or understandings between Mr. Lauritsen appointed Mr. Freitag
with respect to election of directors or other matters.
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.
Following the change in control, and the officer and director
resignation and appointments described in Item 5.02, below, the
following table sets forth certain information known to us with
respect to the beneficial ownership of our common stock as of
April 10, 2017 by (1) all persons who are beneficial owners of 5%
or more of our voting securities, (2) each director, (3) each
executive officer, and (4) all directors and executive officers
as a group. The information regarding beneficial ownership of our
common stock has been presented in accordance with the rules of
the Securities and Exchange Commission. Under these rules, a
person may be deemed to beneficially own any shares of capital
stock as to which such person, directly or indirectly, has or
shares voting power or investment power, and to beneficially own
any shares of our capital stock as to which such person has the
right to acquire voting or investment power within 60 days
through the exercise of any stock option or other right. Unless
otherwise indicated, each person or entity named in the table has
sole voting power and investment power (or shares that power with
that persons spouse) with respect to all shares of capital stock
listed as owned by that person or entity.
Except as otherwise indicated, all shares are owned directly and
the percentage shown is based on 114,980,000 shares of Common
Stock issued and outstanding.
|
Title of class |
Name and address of beneficial owner |
Amount of beneficial ownership |
Percent of class |
|||||||||
| Common | Michael Frederick Freitag | 37,000,000 | 32.17 | % | ||||||||
| All Officers and Directors as a Group (one person) | 37,000,000 | 32.17 | % | |||||||||
| Other 5% owners | ||||||||||||
| Common |
Caboose Partners Limited % Goldbach Capital AG Seestrasse 69 Bach, Switzerland 8806 |
26,830,000 | 23.33 | % | ||||||||
| Common | Krono Capital SA P.O. Box 506 Main St. Charletown, Nevis | 6,500,000 | 5.65 | % | ||||||||
Except as superseded or updated by the disclosures set
forth in this Current Report, all other information required Item
5.01(a)(8) of Form 8-K may be found in the Companys Quarterly
Report on Form 10-Q filed May 16, 2016, in the Companys Quarterly
Report on Form 10-Q filed February 5, 2016, in the Companys
Annual Report on Form 10-K filed December 30, 2015, and in the
Companys Registration Statement on Form S-1 filed December 12,
2008, each of which is incorporated herein by reference as
permitted by Item 5.01(a)(8) of Form 8-K.
Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers
The information contained in Item 5.01 above is incorporated
herein by reference into this Item 5.02.
On April 10, 2017, our sole director appointed Mr. Freitag as our
new Director, President, CEO, Secretary and Treasurer.
Following this appointment, the board accepted the resignation of
Mr. Lauritsen as our former sole officer and director. There was
no known disagreement with Mr. Lauritsen regarding our
operations, policies, or practices.
Michael Frederick Freitag is our newly appointed
Director, President, CEO, Secretary and Treasurer. Mr. Freitag
has over 10 years of experience with pharmaceutical scientific
development and sales growth in the medical technology industry.
From February 2016 to the present Mr. Freitag has been a Process
Specialist on at MSAT, Ballerup, Denmark. From August 2015 to
February 2016, he was Process Technology Consultant at NNE
Pharmaplan, Gentofte, Denmark. From Sept 2013 to August 2015, he
was Process Specialist/Global Technology Optimization at Xellia
ApS, Copenhagen, Denmark. From April 2013 to Sept 2013, he was
Large Scale Mfg Associate III, at Biogen Aps, Hillerd, Denmark.
He earned a BS degree at Dickinson College, and a MSc and Dr.
Rer. Nat. at the University of Bremen in Germany.
Aside from issuing him shares for services, our newly-appointed
officer and director has not had any material direct or indirect
interest in any of our transactions or proposed transactions over
the last two years. At this time, we do not have a written
employment agreement or other formal compensation agreement with
Mr.Freitag.
SECTION 9 Financial Statements and ExhibiTS
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 10.1 | Agreement of Conveyance, Transfer and Assignment of Assets |
About Alterola Biotech, Inc. (OTCMKTS:ALTA)
Alterola Biotech, Inc. is a development-stage company. The Company is focused on nutrition and health chewing gum with natural-based ingredients. It intends to expand its product line with gums having medical effects, such as painkillers and antihistamine medications with gum delivery. The Company’s products under development include Appetite suppressor, Cholesterol suppressor, Antioxidant gum, Motion sickness suppressor and Vitamin gum. Appetite suppressor is a chewing gum containing an extract of Hoodia gordonii and 2-hydroxyoleic acid, and is directed to treatment of obesity, hypertension and metabolic disorders. Cholesterol suppressor consists of Curcumin, the dietary polyphenol isolated from turmeric, which can inhibit cholesterol uptake in the enterocytes. It also focuses on pharmaceutical chewing gum, such as Painkiller and Anti-Histamine. As of March 31, 2016, the Company had not generated any revenues. Alterola Biotech, Inc. (OTCMKTS:ALTA) Recent Trading Information
Alterola Biotech, Inc. (OTCMKTS:ALTA) closed its last trading session 00.00 at 1.50 with 150 shares trading hands.