ALTEROLA BIOTECH, INC. Forward-Looking Statements
Certain statements, other than purely historical information, including
estimates, projections, statements relating to our business plans, objectives,
and expected operating results, and the assumptions upon which those statements
are based, are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements generally are identified by the words "believes,"
"project," "expects," "anticipates," "estimates," "intends," "strategy," "plan,"
"may," "will," "would," "will be," "will continue," "will likely result," and
similar expressions. We intend such forward-looking statements to be covered by
the safe-harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and are including this
statement for purposes of complying with those safe-harbor
provisions. Forward-looking statements are based on current expectations and
assumptions that are subject to risks and uncertainties which may cause actual
results to differ materially from the forward-looking statements. Our ability to
predict results or the actual effect of future plans or strategies is inherently
uncertain. Factors which could have a material adverse affect on our operations
and future prospects on a consolidated basis include, but are not limited to:
changes in economic conditions, legislative/regulatory changes, availability of
capital, interest rates, competition, and generally accepted accounting
principles. These risks and uncertainties should also be considered in
evaluating forward-looking statements and undue reliance should not be placed on
such statements. We undertake no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise. Further information concerning our business, including
additional factors that could materially affect our financial results, is
included herein and in our other filings with the
Overview Recent Developments
On
The Share Purchase was subject to a Share Purchase Agreement which was executed
on
The Purchase Price was divided equally among the following shareholder companies
for their shares, controlled by affiliates of our company namely:
These shareholder affiliates, through their respective companies, have committed
to enter into loan agreements with our company to provide up to
With respect to the non-binding option for Bright Green to acquire all of our
shares, we and Bright Green have agreed to work in good faith and in a
reasonable time-frame to reach a binding agreement to be executed in a final set
of definitive documents ("Definitive Agreement") governing the option for a
price equal to
As part of the strategic partnership and pursuant to the terms and subject to the conditions of the arrangement, we plan to gain access to Bright Green's planned cannabis and cannabis extracts, derivatives, products and research services, and Bright Green will in turn benefit from our established industry relationships and sector expertise. The parties believe a successful collaboration will create a strong pathway to secure, provide and supply cannabis and derivative products to the pharmaceutical industry.
On
4 Table of Contents Our Business
Our goal is to provide better medicines for patients around the world. We believe in harnessing the therapeutic potential of cannabinoids and cannabinoid- like compounds, which can be developed into valuable treatments to seriously ill patients. Rather than just focusing on one method of identifying, researching and developing such medicines, we are interested in developing new medicines from all sources including botanical, traditional chemical synthesis and biosynthetic methodologies.
On
As a result of the acquisition, we are a pharmaceutical company working with cannabinoid and cannabinoid like molecules. We have three areas of focus:
1) Development of regulated pharmaceuticals (human and animal health) and
regulated food products. This has been achieved via the strategic
acquisition of Phytotherapeutix Ltd. ;
2) Production of low cost of goods Active Pharmaceutical Ingredient (API) and
food-grade ingredients (supported by the strategic acquisition of Ferven
Ltd ); and
3) Formulation, and drug delivery, providing improved bioavailability,
solubility and stability (supported by the exclusive licensing of IP and
technology from Nano4M Ltd ).
As a result of the acquisition of assets and intellectual property from
º Novel cannabinoid molecules and their associated intellectual property;
º Novel cannabinoid pro-drugs, and their associated intellectual property;
º Novel proprietary cannabinoid formulations, designed to target lymphatic
delivery, and their associated intellectual property;
º Novel proprietary nano-encapsulated cannabinoid formulations, in
self-dissolving polymers, and their associated intellectual property; and
º Cannabinoids and cannabinoid pro-drug formulations for topical ocular
delivery, and their associated intellectual property.
Additionally, we may consider entering into Joint Venture Partnerships, or acquire companies with complimentary portfolios or enter into Licensing Agreements to enhance the product portfolio. These are strategies the Company may implement and any such opportunities will be assessed on a case by case basis and on their merit at the time.
At present, the Company is waiting to hear whether Bright Green Corporation will exercise its option to acquire the remaining 75% of the Company's common stock.
Our address is 47 Hamilton Square Birkenhead Merseyside CH41 5AR
We do not incorporate the information on or accessible through our websites into this Quarterly Report, and you should not consider any information on, or that can be accessed through, our websites a part of this Quarterly Report.
5 Table of Contents
Results of Operations for the Three and Nine Months Ended
We have generated no revenues since inception and we do not anticipate earning revenues until such time that we are able to market and sell our ingredients and / or products / medicines.
We incurred operating expenses of
Our operating expenses for the nine months ended
Our operating expenses in 2022 increased as a result of human resource
expenditures for employees, consultants and directors, as well as expenditures
for information technology support, intellectual property submissions and
maintenance, transfer agent services legal fees and accounting and audit fees.
With more staff and the lack of financing, we have not been able to ramp up
research and development activities for the nine months ended
If we are able to obtain financing, we expect that our operational expenses will
increase significantly for the balance of the fiscal year ended
We recorded a net loss of
As a relatively recently formed pharmaceutical company, the company has limited operations to date, and expects to have reoccurring losses, as is typical with companies in the pharmaceutical industry, for the foreseeable future. As explained above, the company intends to raise capital and ramp up its efforts to bring its product candidates to market. This will require significant capital, product development to continue and complete and momentum on those product candidates through the regulatory process. There are no assurances that we will be able to generate revenues and achieve profitable operations.
Liquidity and Capital Resources
As of
We used cash for operating activities of
We used cash for investing activities of
Financing activities provided
On
As part of the SPA, executed on
Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next 12 months. We intend to fund operations through short-term or long-term debt and/or equity financing arrangements, however this may be insufficient to fund expenditures or other cash requirements. If Bright Green exercises its option, we will have sufficient cash from the exercise price and proceeds therefrom. Without it, we plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.
6 Table of Contents
Off Balance Sheet Arrangements
As of
Going Concern
Our financial statements were prepared assuming we will continue as a going
concern which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. We have negative working capital
of
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