ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

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.

The Purchase Agreement contains customary representations, warranties and covenants.

As a result of the Purchase Agreement and the acquisition of the Assets, and following further research and development, the Company may wish to use the technology platforms and associated intellectual property in the development of its medicines containing cannabinoids and cannabinoid-like compounds or ratios / combinations thereof, which assuming the necessary quality, safety and efficacy can be successfully demonstrated in nonclinical and clinical studies, may bring valuable treatments to seriously ill patients in due course.

The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Purchase Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the completion of acquisition of assets is incorporated by reference into this Item 2.01.

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