Current Report Filing (8-k)
June 14 2018 - 4:48PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________________
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(
Date of earliest event reported
)
June 14,
2018 (
June 13, 2018
)
ALR TECHNOLOGIES
INC.
(Exact name
of registrant as specified in its charter)
NEVADA
(State or
other jurisdiction of incorporation)
000-30414
(Commission
File No.)
7400 Beaufont
Springs Drive
Suite 300
Richmond,
Virginia 23225
(Address
of principal executive offices) (Zip Code)
(804) 554-3500
(Registrant's
telephone number, including area code)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM
2.03
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CREATION
OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT
OF A REGISTRANT.
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On
September 25, 2017 the Company announced that it had authorized a private placement up to $5 million for the issuance of convertible
debentures that are convertible into shares of common stock at a price of $0.05 per share (the “Note”).
On
June 13, 2018 the Chairman and Chief Executive Officer (the “Chairman”) of the Company accepted a proposal from the
board of directors of the Company to purchase the $5,000,000 convertible debenture financing (the “Financing”). The
Note will be convertible for a period of 5 years into common shares of the Company’s capital stock at a price of $0.05 per
share. The Note will bear interest at a rate of 8 percent per annum and will be repayable in 4 equal semi-annual instalments starting
42 months after its issuance until maturity. The Note will be transferable or saleable by the Chairman or other holder thereof,
in whole or in part, at any time without notice to the Company.
The
Company and the Chairman will now negotiate a definitive agreement to implement the Note with the customary terms, conditions
and representations of a commercial lending agreement based on the terms indicated in this Form 8K. The closing of the issue and
sale of the Note will not occur until such time that is 30 days subsequent to the confirmation of the Company’s first commercial
sale of its diabetes management software program
Pursuant to
the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated this
14th day of June 2018.
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ALR TECHNOLOGIES INC.
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BY:
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SIDNEY
CHAN
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Sidney Chan
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Chief Executive Officer
and
Chairman of the Board of
Directors
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