Item 10.
Directors, Executive Officers and Corporate Governance
The following
information sets forth the names, ages, and positions of our current directors and executive officers.
Name
|
|
Age
|
|
Positions and Offices Held
|
Timothy Rogers
|
|
|
57
|
|
|
Chief Executive Officer and Director
|
Seamus McAuley
|
|
|
45
|
|
|
Chief Commercial Officer and Director
|
Larson Elmore
|
|
|
72
|
|
|
Vice Chairman, Secretary and Director
|
Dominic Schiller
|
|
|
56
|
|
|
Director
|
Daniel Reshef
|
|
|
69
|
|
|
Director
|
Lalit Kumar Verma
|
|
|
40
|
|
|
Director
|
Set forth below
is a brief description of the background and business experience of each of our current executive officers and directors.
Timothy Paul Rogers –
Director /CEO Age 57
Timothy. Rogers is an international
business leader with 35 years’ experience in global sales and marketing, specifically launching products from intellectual
property. Mr. Rogers is multi-lingual, and has been involved with start-ups in Singapore, South East Asia, Africa, Australia, the
United States, Canada and Europe in the pharmaceutical, agriculture, essential oil, biocide, oil and gas and cosmetic sectors.
He currently serves as CEO
of Green Ocean Pharma, Green Ocean UK Limited, and Novagean International Limited. Green Ocean Pharma is a pharma biotech company
managing clinical trials in pulmonary delivery systems and potential drug development for a variety of topical illnesses. Novagean,
a medical device and therapeutic diagnostic manufacturer and clinical research company based in China and Galway Ireland, is the
largest manufacturer and distributor of rapid anti gen and antibody test kits related to SARS Covid-19, PCR equipment for Covid
testing and a Covid Vaccine clinical research Phase III program.
In recent years, Mr. Rogers
has focused his time building a multi sector agro-pharma drug development business with high profile former senior executives from
GW Pharmaceuticals and Compass Pathways, as well as scientists from leading universities in Australia and Europe. He is also co-founder
of Legacy international Inc, a US based company with a West African social equity coffee program to empower disadvantaged agricultural
communities.
Mr. Rogers earned diplomas
including Business Studies from Birkenhead Technical College, and Animation at the Fisher School of English in Paris, France
Seamus McAuley – Director – Chief
Commercial Officer- Age 45
Seamus McAuley is a proven
Senior Commercial Executive with extensive experience in bringing products to market in the pharmaceutical, biotech, diagnostic
and device sectors. He is the founder and CEO of Opes Medical Holdings Ltd., a consultancy offering strategic executive services
for the development of new and innovative medical technologies and in- vitro diagnostics, accessing funding sources and commercial
launch of products. Related services include corporate due diligence, market projection assessment, down-stream value strategies,
implementing customized distribution strategies and deal negotiations. Opes has interests in multiple technologies and innovations
which hold great commercial promise and has led investment rounds and grant applications for product development through vehicles
including Horizon 2020 and the Disruptive Technology Innovation Fund.
Before founding OPES,
Mr. McAuley held several senior level sales and commercialization positions, most recently as European Corporate Development Manager
for Diploma PLC, an international group of businesses supplying specialized technical products and services to the Life Sciences
sector, where he was responsible for identifying, targeting, assessing and closing company acquisitions in strategically identified
geographic zones and market sectors. Prior to that, he was Sales and Commercial Director (UK & Ireland) for Technopath Distribution
Ltd, an international manufacturer and distributor of clinical diagnostic products, where he more than doubled sales.
Mr. McAuley began his life sciences career
as a nurse practitioner in ICU, surgical and trauma wards, before transitioning to the corporate side with GlaxoSmithKline. He
quickly gained recognition for his sales capabilities - consistently ranking in the top 2% of GSK sales executives during his
tenure - and for developing and executing record setting campaigns for a number of high-profile products, including the UK rollout
of the Papilloma virus vaccine, neurological therapies for Parkinson's, smoking cessation, diabetes, depression, urology and erectile
dysfunction products. Mr. McAuley earned Diplomas in Counselling and Nursing from the University of Ulster.
Larson Elmore, Vice Chairman, Secretary
and Director, Age 72, is a creative visionary whose passion is to pass on ideas and concepts to the next generation bringing about
change that makes the world a better place. Mr. Elmore is currently self-employed and retired since 2012 after working as CEO and
Director of Illustrato Pictures International, Inc. He formed Red Creek Real Estate Development, LLC, in Colorado Springs, Colorado
and has been sole member since February 16, 2018.He has consulted and has been specializing and organizing visionary ventures from
Private to Public Companies. During the past 35 years he has been instrumental in establishing various enterprises in the promotion
of products and services. This has helped Mr. Elmore to become very experienced and seasoned, as it pertains to the implementation
and economic feasibility of many products and services, thus making him heavily sought after for his consulting services. He has
a broad base of knowledge in various disciplines and a strong rolodex of contacts from multiple industries to organize and provide
high quality leadership for establishing a company's growth path. He has provided consultation and management services in the real
estate development industry. He developed and managed over 100 Million of a Personal Portfolio of Retirement Centers and mixed-use
developments, constructing strip-mall shopping facilities from 50,000 sq. ft. to large office complexes and large resort developments.
Mr. Elmore also secured funding commitments for multiple real estate development projects and provided feasibility and consultant
services to his clients. His project management skills and his work ethic has made him a valuable contributor to leadership and
success of his endeavors.
Dominic Schiller – Director
– IP Counsel Age 56
Mr. Schiller is a Chartered and
European Patent Attorney with over 30 years of experience, largely in the pharmaceutical, botanical and nutraceutical industries.
He is the founder and CEO of Equipped 4 Holdings Limited, the parent company of Equipped 4 (IP) Limited, an Intellectual Property
law practice, specializing in building patent portfolios for biotech companies, most notably GW Pharmaceuticals and Compass Pathways.
A pioneer in innovative pharmaceutical
sectors, Mr. Schiller successfully secured some of the earliest and most prominent cannabinoid related patents for GW Pharma, helping
them establish an IP portfolio comprising claims directed to plants, plant extracts, extraction technology, pharmaceutical formulations,
drug delivery and the therapeutic uses of cannabinoids, as well as plant variety rights. He was also the patent attorney behind
Compass Pathways, a mental health care company, where he drafted and prosecuted to grant, patents relating to a psilocybin polymorph,
formulations and their medical use to treat drug resistant depression. For Phynova, a natural products company, he has secured
patents for Chinese herbal products, products with Food Approvals and products with MHRA approvals under the Traditional Herbal
Medicinal Product (THMP) directive.
Mr. Schiller serves as a director
and/or advisor to other life sciences companies, including The Life Sciences Division (an investment bank) and Atai Life Sciences
(a leading mental health company), and plays an active management role for a number of companies which he helped found. He is also
an inventor on two key GW Pharmaceutical patents relating to “The use of cannabinoids in the treatment of epilepsy”
and “The use of cannabinoids in the treatment of mental disorders.”
Mr. Schiller holds a combined honors
degree in Biochemistry and Genetics from Leeds University and earned his MBA from Liverpool University.
Dr. Daniel Reshef - Director
– Age 69
Dr. Daniel Reshef is an
Executive Director with substantial clinical experience and demonstrated history of strategic work in the pharmaceuticals industry.
Skilled in Immuno-Oncology, Oncology, Biomarkers, Epidemiology, Vaccines, Ophthalmology, and Clinical Pharmacology, he is Board
certified in Ophthalmology. Dan has extensive experience in clinical, industry, and public health settings, technical skills, project
management and data quality.
Dr. Reshef worked at Roche,
Genentech and served as Therapeutic Area Lead – Immuno- Oncology at a leading pharmaceutical company. Dan has also been successfully
involved in numerous entrepreneurial ventures in the past 20 years. He has been active in diverse areas such as the hotel industry,
technology start- ups, Customer Relations Management (CRM), innovative novel energy sources, blockchain, cryptocurrencies and Forex.
Dr. Reshef earned his MPH & PhD in Epidemiology from Johns Hopkins University.
Lalit
Kumar, 40, is our newly appointed Chief Executive Officer, and Director, with immediate effect he was formerly the CEO of
Sakthi Automotive Group. He brings several years of executive international experience working in India, Japan, China, Korea and
the US. His expertise is in supply chain management and global purchasing at OEMs like GM, Honda and Bombardier. He obtained his
MA from Delhi College of Engineering and his MBA from the Institute of Management Technology in Ghaziabad, India. He brings a
strong operational, and manufacturing expertise to support the future growth of Alterola Biotech Inc. and he is working on initiatives
to expand into the company into Europe, India, and China
Term of Office
Our directors are appointed for a
one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Family Relationships
There are no family relationships
between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
Advisory
Board
We
also have an Advisory Board that assists the Executive team and Directors of the Company as to various Medical Intellectual Property
applications, as to trails and the necessary inputs of advice to procedures and necessary approval protocols. The Advisory Board
brings their specific skill sets and provides guidance and additional expertise to the Company. The following are members of the
Advisory Broad: Dr Zohar Koren, Alex Lightman, Alex Weiss, Mark Glaser and Craig J. Marshak.
Involvement in Certain Legal
Proceedings
During the past
10 years, none of our current directors, nominees for directors or current executive officers has been involved in any legal proceeding
identified in Item 401(f) of Regulation S-K, including:
1.
Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or
similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was
a general partner at or within two years before the time of such filing, or any corporation or business association of which he
or she was an executive officer at or within two years before the time of such filing;
2.
Any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations
and other minor offenses);
3.
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:
i.
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person
of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing
any conduct or practice in connection with such activity;
ii.
Engaging in any type of business practice; or
iii.
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation
of Federal or State securities laws or Federal commodities laws;
4.
Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority
barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated
by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with
persons engaged in any such activity;
5.
Being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities
law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6.
Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated
any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has
not been subsequently reversed, suspended or vacated;
7.
Being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of:
i.
Any Federal or State securities or commodities law or regulation; or
ii.
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal
or prohibition order; or
iii.
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8. Being subject
to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29)
of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a member.
Committees
of the Board
Our company
currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company
have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such
committees, at this time, because the functions of such committees can be adequately performed by the board of directors.
Our company
does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors.
The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and
of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific
or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure
for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders,
and make recommendations for election or appointment.
A shareholder who wishes to
communicate with our board of directors may do so by directing a written request addressed to our CEO and director, Timothy Rogers,
at the address appearing on the first page of this annual report.
Code of Ethics
We have not adopted a Code of Ethics
that applies our principal executive officer, principal financial officer, principal accounting officer or controller, or persons
performing similar functions.