SCHEDULE 14C INFORMATION
Information Statement
Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check the appropriate box:
[X]
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Preliminary Information Statement
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Confidential, for Use of the Commission Only [as permitted by Rule 14c-5(d)(2)]
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Definitive Information Statement
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ALR TECHNOLOGIES INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11:
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the its filing.
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Amount Previously Paid;
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Form, Schedule or Registration Statement No.
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ALR TECHNOLOGIES INC.
7400 Beaufont Springs Drive
Suite 300
Richmond Virginia, 23225
(804) 554-3500
INFORMATION STATEMENT
Introduction
This Information Statement
is being sent by first class mail to all record and beneficial owners of the common stock, $0.001 par value per share and the
preferred stock, $0.001 par value per share, of
ALR
Technologies Inc.,
a Nevada corporation, which we refer to herein
as “ALRT,” “company,” “we,” “our” or
“us.” The mailing date
of this Information Statement is on or about January 11 2017. The Information Statement has been filed with the Securities and
Exchange Commission (the “
SEC
”) and is being furnished, pursuant to Section 14(c) of the Securities Exchange
Act of 1934, as amended (the “
Exchange Act
”), to notify our stockholders of the action of amending our Articles
of Incorporation (the “
Articles of Incorporation
”) to increase the number of authorized shares of common stock
from two billion shares (2,000,000,000) to ten billion shares (10,000,000,000), par value $0.001 per share (the “
Amendment
”).
On December 20, 2016,
the “
Record Date
” for determining the identity of stockholders who are entitled to receive this Information
Statement, we had 242,777,909 shares of common stock issued and outstanding and no shares of preferred stock outstanding. The
common stock constitutes the sole outstanding class of ALRT voting securities. Each share of common stock entitles the holder
thereof to one vote on all matters submitted to stockholders.
We are distributing
this Information Statement to our stockholders in full satisfaction of any notice requirements it may have under the Nevada Revised
Statutes (“
NRS
”). No additional action will be undertaken by the Company with respect to the receipt of written
consents, and no dissenters' rights with respect to the receipt of the written consents, and no dissenters' rights under the Nevada
Revised Statutes are afforded to the Company's stockholders as a result of the adoption of this corporate action
NO VOTE OR OTHER CONSENT OF OUR STOCKHOLDERS IS BEING SOLICITED
IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
On December 20, 2016,
certain stockholders who beneficially owned 122,998,482, or approximately 50.66%, of the combined voting power of the common stock
consented in writing to increase the number of authorized shares of common stock from two billion shares (2,000,000,000) to ten
billion shares (10,000,000,000) shares, par value $0.001 per share.
On June 21, 2016,
in connection with the approval of a financial proposal, our board of directors (the “
Board of Directors
”)
approved the increase the number of authorized shares of common stock from two billion shares (2,000,000,000) to ten billion shares
(10,000,000,000) shares, par value $0.001 per share.
We are not aware of
any substantial interest, direct or indirect, by security holders or otherwise, that is in opposition to matters of action being
taken. In addition, pursuant to the laws of Nevada, the actions to be taken by majority written consent in lieu of a special stockholders
meeting do not create appraisal or dissenters’ rights.
The Board of Directors
determined to pursue stockholder action by majority written consent of those shares entitled to vote in an effort to reduce the
costs and management time required to hold a special meeting of stockholders and to implement the above action in a timely manner.
Under Section 14(c)
of the Exchange Act, actions taken by written consent without a meeting of stockholders cannot become effective until twenty (20)
days after the mailing date of this definitive Information Statement, or as soon thereafter as is practicable. We are not seeking
written consent from any stockholders other than as set forth above and our other stockholders will not be given an opportunity
to vote with respect to the actions taken. All necessary corporate approvals have been obtained, and this Information Statement
is furnished solely for the purpose of advising stockholders of the actions taken by written consent and giving stockholders advance
notice of the actions taken.
This information statement
is being mailed or otherwise furnished to our stockholders of records in connection with the prior receipt by the Board of Directors
of approval by written consent of the holders of a majority of our common stock to:
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1.
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Amend
our Articles of Incorporation to increase the number of authorized shares of common stock
from two billion shares (2,000,000,000) to ten billion shares (10,000,000,000) shares,
par value $0.001 per share.
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This information statement
is being first sent to stockholders on or about January 9, 2017. We anticipate that the Amendment will become effective on or
about, February 1, 2017, twenty-one (21) days after mailing. Under Rule 14c-2 promulgated under the Exchange Act, the Amendment
cannot take effect until 20 days after this Information Statement is sent to the our stockholders. We expect to file the Amendment
with the Nevada Secretary of State approximately twenty (21) days after mailing which is anticipated to be on or about February
1, 2017.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY
Vote Required
On the Record Date,
we had 242,777,909 shares of common stock issued and outstanding. Each share of common stock entitles the holder thereof to one
vote on all matters submitted to stockholders. The common stock constitutes the sole outstanding
class of ALRT voting securities. The Amendment requires the approval of a majority of the voting power of the Company.
The transfer agent
for the common stock of the Company is Pacific Stock Transfer Company, 6725 Via Austi Parkway, Suite 300, Las Vegas, Nevada 89119.
Its telephone number is (702) 361-3033.
On December 20,
2016, three (3) stockholders (Sidney Chan, Christine Kan, Mercur IT Solutions Inc.), holding a majority of our voting power or
122,998,482 number votes (50.66% of the total voting power), executed a written consent approving the amendment to the Articles
of Incorporation to increase the authorized shares of common stock to 10,000,000,000 shares of common stock with a par value of
$0.001 per share.
Meeting Not Required
NRS 78.320(2) provides
that any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting if, before or after
the action, a written consent thereto is signed by the stockholders holding at least a majority of the voting power.
Furnishing Information
This information statement
is being furnished to all holders of our common stock. The Form 10-K for the year ending December 31, 2014 and all subsequent
filings may be viewed on the Securities and Exchange Commission web site at
www.sec.gov
in the EDGAR Archives and are incorporated herein by reference. We are presently not current in the filing of all reports required
to be filed with the Securities and Exchange Commission as the Company does not have the financial resources to have its annual
audited conducted.
Dissenters Rights of Appraisal
There are no dissenter’s rights of appraisal applicable
to the Amendment.
Proposals by Security holders
No security holders entitled to vote have transmitted
any proposals to be acted upon by you.
Security Ownership of Certain Beneficial Owner and Management
The following table
sets forth, as of December 31, 2015, the beneficial shareholdings of persons or entities holding five percent or more of our common
stock, each director individually, each named executive officer and all directors and officers as a group. Each person has sole
voting and investment power with respect to the shares of common stock shown, and all ownership is of record and beneficial.
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Title of
Class
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Amount
and
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nature
of
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Name and
address of
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beneficial
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Percent
of
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Beneficial
Owner
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ownership
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Position
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Class
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Common
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Sidney Chan
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678,498,682
[1]
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Chief Executive Officer,
Chief
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82.6%
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direct
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Financial Officer,
Member and
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Chairman of the Board
of Directors
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Common
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William Smith
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4,000,000
[2]
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President, and a
member of the Board
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0.5%
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Direct
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of Directors
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Common
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Dr. Alfonso Salas
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1,577,738
[3]
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Member of the Board
of Directors
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0.2%
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direct
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Common
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Kenneth Robulak
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2,540,000
[4]
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Member of the Board
of Directors
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0.3%
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direct
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Common
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Peter Stafford
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1,000,000
[5]
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Member of the Board
of Directors
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0.1%
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direct
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Common
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Ronald Cheng
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1,705,800
[6]
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Member of the Board
of Directors
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0.2%
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direct
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All Officers and
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Directors
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as
a group (6 people)
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689,322,220
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83.9%
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[1]
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Mr.
Chan owns 14,845,000 shares of common stock and holds the options to acquire 466,666,800
shares of common stock at an exercise price of $0.0015 per share until May 29, 2020.
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Mr.
Chan’s spouse owns 103,653,482 shares of common stock and holds the options to acquire 93,333,400 shares of common stock
at an exercise price of $0.0015 per share until May 29, 2020.
Mr.
Chan and his spouse control KRS Retraction Limited, which owns 500,000 shares of common stock.
If
their options to acquire common shares were be exercised by Mr. Chan and his wife, they would own over 50% of our common shares.
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[2]
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Mr.
Smith owns 2,500,000 shares of common stock. Mr. Smith holds the option to acquire 1,500,000
shares of common stock at a price of $0.03 for a term of five years until April 19, 2019.
Mr. Smith resigned from the Board of Directors on January 31, 2016.
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[3]
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Dr.
Salas owns 1,577,738 shares of common stock.
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[4]
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Mr.
Robulak owns 1,190,000 shares of common stock. Mr. Robulak holds for option to acquire
250,000 shares of common stock at an exercise price of $0.03 per share for five years
until August 21, 2017, 100,000 shares of common stock at $0.03 until May 23, 2019 and
1,000,000 shares of common stock until July 25, 2019.
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[5]
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Mr.
Stafford owns 500,000 shares of common stock. Mr. Stafford holds the option to acquire
500,000 shares of common stock at a price of $0.03 per share until August 1, 2019.
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[6]
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Mr.
Cheng owns 1,205,800 shares of common stock. Mr. Cheng holds the option to acquire 500,000
shares of common stock at a price of $0.03 per share until August 1, 2019.
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There are no arrangements,
known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a
change in control.
Reasons for the Amendment
We are currently authorized
to issue 2,000,000,000 shares of common stock. Currently, there are 242,777,909 shares of common stock outstanding and the option
to acquire 579,000,200 shares outstanding. After the increase in the authorized number of shares of common stock pursuant to the
Amendment, there will be available for issuance, 9,420,999,800 shares of our common stock. The par value of our shares of common
stock will remain $0.001 per share. The terms of the additional shares of common stock will be identical to those of the currently
outstanding shares of common stock. The Amendment will not alter the current number of issued shares. The relative rights and
limitations of the shares of common stock would remain unchanged under the Amendment.
The Board of Directors
has received a proposal for financing from the Chairman of the Board of Directors to increase the borrowing limit available on
the existing line of credit arrangement by $1,500,000, which will provide financing to support operations of the Company for the
next twelve months. In exchange for the increase to the line of credit, the Company would be required to issue the Chairman and
his spouse the option to acquire an additional 4,390,001,300 shares, having an exercise price of $0.002 per share. All of the
options previously issued to the Chairman and his spouse would be repriced to $0.002 per share in order to equal the exercise
price of the newly issued options. The Board of Directors believes it is prudent to increase the authorized shares of common stock
at this time as it will enable the proposal for financing to be accepted.
Aside from the proposed
transaction above, the increase in the authorized number of shares of common stock will enable us to engage in (i) possible additional
future financings and (ii) such other corporate purposes as the Board of Directors determines in its discretion. These corporate
purposes may include future stock splits, stock dividends or other distributions, future financings, acquisitions and stock options
and other equity benefits under our employee benefit plans.
Certain Effects of the Amendment
The increase in authorized
shares of common stock is not being proposed as a means of preventing or dissuading a change in control or takeover of us. However,
use of these shares for such a purpose is possible. Authorized but unissued or unreserved common stock and preferred stock, for
example, could be issued in an effort to dilute the stock ownership and voting power of persons seeking to obtain control of us
or could be issued to purchasers who would support the Board of Directors in opposing a takeover proposal. In addition, the increase
in authorized shares of common stock, if approved, may have the effect of discouraging a challenge for control or make it less
likely that such a challenge, if attempted, would be successful. The Board of Directors and our executive officers have no knowledge
of any current effort to obtain control of us or to accumulate large amounts of shares of our common stock.
The holders of shares
of our common stock are not entitled to preemptive rights with respect to the issuance of additional shares of common stock or
securities convertible into or exercisable for shares of common stock. Accordingly, the issuance of additional shares of our common
stock or such other securities might dilute the ownership and voting rights of stockholders.
The Amendment does
not change the terms of the common stock. The additional shares of common stock for which authorization is sought will have the
same voting rights, the same rights to dividends and distributions and will be identical in all other respects to the common stock
now authorized.
We could also use
the additional shares of common stock for potential strategic transactions, including, among other things, acquisitions, spin-offs,
strategic partnerships, joint ventures, restructurings, divestitures, business combinations and investments. We cannot provide
assurances that any such transactions will be consummated on favorable terms or at all, that they will enhance stockholder value
or that they will not adversely affect our business or the trading price of the common stock. Any such transaction may require
us to incur non-recurring or other charges and may pose significant integration challenges and/or management and business disruptions,
any of which could materially and adversely affect our business and financial results.
Vote Obtained
The following individuals own the number of shares and
percentages set forth opposite their names:
Sidney Chan
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14,845,000
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6.11%
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Christine Kan
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103,153,482
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42.49%
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Mercur
IT Solutions Inc.
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5,000,000
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2.06%
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Total
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122,998,482
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50.66%
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On December 20, 2016,
the foregoing persons or entities executed a written consent approving the amendment to increase the authorized shares of common
stock to 10,000,000,000 shares.
Certain Matters Related to the Proposal
The Amendment will
become effective upon filing with the Secretary of State of Nevada. It is anticipated that the foregoing will take place twenty-one
(21) days after this Information Statement is mailed to the Company’s stockholders.
Interests of Certain Persons in Favor or Opposed to Increase
the Authorized Shares of Common Stock.
No officer or director
will receive any direct or indirect benefit from the increase in the number of authorized shares of common stock except as immediately
described below.
Sidney Chan, the Chairman
and Chief Executive Officer of the Company, has submitted a proposal to the Board of Directors to increase the borrowing limit
available on the existing line of credit arrangement by $1,500,000, from $7,000,000 to $8,500,000. Under the terms of the proposal,
as consideration for the increase in the borrowing limit, the Company would grant Mr. Chan the option to acquire an additional
4,390,001,300 shares of common stock at an exercise
price of $0.02 per share. The Board of Directors has recommended the stockholders increase the authorized shares of common stock
as it will enable the proposal for financing to be accepted.
No officer or director
or any person has notified the Company that it intends to oppose the increase of the authorized shares of common stock or the
creation of the class of preferred shares.
Additional Information
We are subject to
the informational requirements of the Exchange Act and in accordance with the requirements thereof, file reports, proxy statements
and other information with the SEC. Copies of these reports, proxy statements and other information can be obtained at the SEC's
public reference facilities at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C., 20549. Additionally, these
filings may be viewed at the SEC's website at
http://www.sec.gov
.
Unless we have received contrary instructions
from a stockholder, we are delivering only one Information Statement to multiple stockholders sharing an address. We will, upon
request, promptly deliver a separate copy of this Information Statement to a stockholder who shares an address with another stockholder.
A stockholder who wishes to receive a separate copy of the Information Statement, may make such a request in writing to Sidney
Chan, 7400 Beaufont Springs Drive, Suite 300, Richmond Virginia, 23225 or by calling us at (804) 554-3500.
The following documents
as filed with the Commission by the Company are incorporated herein by reference:
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1.
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Annual
Report on Form 10-K for the year ended December 31, 2014;
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2.
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Quarterly
Report on Form 10-Q for the quarter ended September 30, 2015;
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3.
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Quarterly
Report on Form 10-Q for the quarter ended June 30, 2015; and
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4.
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Quarterly
Report on Form 10-Q for the quarter ended March 31, 2015;
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It is anticipated
that the amendment to the Articles of Incorporation will become effective upon the filing of a certificate of amendment with the
Secretary of State for the State of Nevada, which filing is expected to occur approximately twenty-one days after this Information
Statement is mailed to the Company’s stockholders.
ALR TECHNOLOGIES, INC.
“Sidney Chan”
Sidney Chan, Chairman of the Board of Directors
January 11, 2017