M&A - ALTEROLA BIOTECH INC.

Form Type: 8-K

Filing Date: 2025-06-30

Corporate Action: Merger

Type: New

Accession Number: 000147793225004837

Filing Summary: On May 15, 2025, a Share Exchange Agreement was executed between Protagenic Therapeutics, Inc. and Alterola Biotech Inc. among others. This agreement involves Protagenic acquiring 100% of Phytanix Bio's common shares, resulting in a combination of both companies. Protagenic shareholders will own 35%, while Alterola and EMC2 stakeholders will own 65% of the combined company pending stockholder approval. In exchange for Phytanix's shares, Protagenic will issue new common and preferred stock to Alterola and EMC2 stakeholders. The transaction was approved by Alterola's Board without requiring stockholder approval. Additional arrangements include stockholder support agreements, lock-up agreements on the transfer of shares, and a Registration Rights Agreement for future stock offerings. Alterola intends to transition into a privately held company and terminate its SEC registration, subject to the outcome of shareholder consents and the completion of equity exchanges expected by September 1, 2025. The document also covers financial statements, pro forma information, and other regulatory disclosures related to the merger.