Current Report Filing (8-k)
June 19 2019 - 3:18PM
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 19,
2019 (
June 17, 2019
)
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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[ ]
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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
3.02
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UNREGISTERED
SALES OF SECURITIES.
|
On June 19,
2019 we issued 25,000,000 restricted shares of common stock to Sidney Chan in consideration of his forgiveness of an outstanding
debt owed by us to him in the amount of $50,000.00. The shares were issued pursuant to the exemption from registration contained
in Regulation S of the Securities Act of 1933, as amended. The foregoing transaction took place outside the United States and
Mr. Chan is a non-US person. The transaction was effectuated through the exercise of options granted to Mr. Chan.
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ITEM
5.01
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CHANGES
IN CONTROL OF THE REGISTRANT
|
On June 19,
2019, we issued 25,000,000 restricted shares of common stock to Sidney Chan in consideration of his forgiveness of an outstanding
debt owed by us to him in the amount of $50,000.00.
Prior to the
issuance of the restricted shares of common stock to Mr. Chan, the following table sets forth 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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Direct
Amount of
|
|
|
Percent
|
Name
of Beneficial Owner
|
Beneficial
Owner
|
|
Position
|
of
Class
|
Sidney Chan
|
118,498,482
|
[1][2]
|
Chairman of the Board of
Directors, Chief Executive Officer and
Chief Financial Officer
|
48.61%
|
|
|
|
|
|
Kenneth James Robulak
|
1,190,000
|
[3]
|
Member of the Board of Directors
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0.49%
|
|
|
|
|
|
Dr. Alfonso Salas
|
1,577,738
|
[4]
|
Member of the Board of Directors
|
0.65%
|
|
|
|
|
|
Peter Stafford
|
500,000
|
[5]
|
Member of the Board of Directors
|
0.21%
|
|
|
|
|
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Ronald Cheng
|
1,205,800
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[6]
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Member of the Board of Directors
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0.49%
|
|
|
|
|
|
All
Officers and Directors as a group (5 people)
|
122,972,020
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50.44%
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[1]
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14,845,000 shares are held
in the name of Sidney Chan, 500,000 shares are held in the name of KRS Retraction Limited, and, 103,153,482 shares are owned
by Christine Kan, Mr. Chan’s wife.
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[2]
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Mr. Chan and his wife held the option to acquire
4,950,001,500 shares of common stock, all of which were exercisable.
|
|
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[3]
|
Mr. Robulak held the option to acquire 10,000,000
shares of common stock, all of which were exercisable.
|
|
|
[4]
|
Dr. Salas held the option to acquire 5,000,000
shares of common stock, all of which were exercisable.
|
[5]
|
Mr. Stafford held the option to acquire 5,000,000
shares of common stock, all of which were exercisable.
|
|
|
[6]
|
Mr. Cheng held the option to acquire 5,000,000
shares of common stock, all of which were exercisable.
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Immediately
after the issuance of the 25,000,000 restricted shares of common stock to Mr. Chan, he will own more than 50% of the outstanding
common stock of the Company. The following table sets forth 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
immediately after the issuance of shares of common stock to Mr. Chan. 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.
|
Direct
Amount of
|
|
|
Percent
|
Name
of Beneficial Owner
|
Beneficial
Owner
|
|
Position
|
of
Class
|
Sidney Chan
|
143,498,482
|
[1][2]
|
Chairman of the Board of
Directors, Chief Executive Officer and
Chief Financial Officer
|
53.39%
|
|
|
|
|
|
Kenneth James Robulak
|
1,190,000
|
[3]
|
Member of the Board of Directors
|
0.44%
|
|
|
|
|
|
Dr. Alfonso Salas
|
1,577,738
|
[4]
|
Member of the Board of Directors
|
0.59%
|
|
|
|
|
|
Peter Stafford
|
500,000
|
[5]
|
Member of the Board of Directors
|
0.19%
|
|
|
|
|
|
Ronald Cheng
|
1,205,800
|
[6]
|
Member of the Board of Directors
|
0.45%
|
|
|
|
|
|
All
Officers and Directors as a group (5 people)
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147,972,020
|
|
|
55.05%
|
[1]
|
39,845,000 shares are held
in the name of Sidney Chan, 500,000 shares are held in the name of KRS Retraction Limited, and, 103,153,482 shares are owned
by Christine Kan, Mr. Chan’s wife.
|
|
|
[2]
|
Mr. Chan and his wife hold the option to acquire
4,925,001,500 shares of common stock, all of which were exercisable.
|
|
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[3]
|
Mr. Robulak hold the option to acquire 10,000,000
shares of common stock, all of which were exercisable.
|
|
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[4]
|
Dr. Salas hold the option to acquire 5,000,000
shares of common stock, all of which were exercisable.
|
|
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[5]
|
Mr. Stafford hold the option to acquire 5,000,000
shares of common stock, all of which were exercisable.
|
|
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[6]
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Mr. Cheng hold the option to acquire 5,000,000
shares of common stock, all of which were exercisable.
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On June 17,
2019, our Board of Directors approved the grant of the option to acquire 15,000,000 shares of common stock (the “Option
Shares”) of the Company at a price of $0.035 per share for a term of five years to three (3) individuals (the “Optionees”)
as follows:
Number
of
Optionees
|
Position
|
Option
Shares Approved
|
Two
(2)
|
Sales
Agent
|
10,000,000
|
One
(1)
|
Advisor
|
5,000,000
|
The 10,000,000
Option Shares approved for grant to Sales Agents were granted as 5,000,000 Option Shares to each Sales Agent. The 5,000,000 Option
Shares to each Sales Agents will vest when each Sales Agent signs up 20,000 Diabetes Management Solution customers in the United
States of America prior to August 31, 2020 (the “Sales Target”). Subscribers signed up by these Sales Agents will
count towards vesting conditions for two of the members of the US Sales Team outlined in the Form 8K dated May 20, 2019.
Finalization
of the grant of Option Shares to each Optionee is subject to each Optionee executing an option agreement with the Company.
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
19th day of June, 2019.
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ALR TECHNOLOGIES
INC.
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BY:
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/s/
Sidney Chan
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Sidney Chan
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Chief Executive Officer, Chief Financial Officer
and Chairman of the Board of Directors
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