|
ITEM
1.
|
CONDENSED
FINANCIAL STATEMENTS.
|
ALR TECHNOLOGIES
INC.
Condensed
Financial Statements
September
30, 2019 and 2018
(unaudited)
Index
|
Page
|
|
|
Condensed Balance Sheets
|
4
|
|
|
Condensed
Statements of Operations
|
5
|
|
|
Condensed
Statements of Cash Flows
|
6
|
|
|
Notes
to Condensed Financial Statements
|
7 – 21
|
ALR TECHNOLOGIES INC.
Condensed Balance Sheets
($ United States)
|
|
September 30,
2019
|
|
December 31, 2018
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
596
|
|
|
$
|
3,378
|
|
Total assets
|
|
$
|
596
|
|
|
$
|
3,378
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Deficit
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
1,089,866
|
|
|
$
|
1,014,268
|
|
Related party promissory notes payable
|
|
|
2,891,966
|
|
|
|
2,891,966
|
|
Non-related party promissory notes payable
|
|
|
2,394,353
|
|
|
|
2,394,353
|
|
Interest payable on promissory notes payable
|
|
|
5,232,779
|
|
|
|
4,836,127
|
|
Lines of credit from related parties
|
|
|
18,748,160
|
|
|
|
17,261,650
|
|
Total liabilities
|
|
|
30,357,124
|
|
|
|
28,398,364
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit
|
|
|
|
|
|
|
|
|
Preferred stock:
|
|
|
|
|
|
|
|
|
Authorized: 500,000,000 (December 31, 2018 - 500,000,000) shares of preferred stock with a par value of $0.001 per share
|
|
|
|
|
|
|
|
|
Shares issued and outstanding: Nil (December 31, 2018 - Nil) shares of preferred stock were issued and outstanding
|
|
|
—
|
|
|
|
—
|
|
Common stock:
|
|
|
|
|
|
|
|
|
Authorized: 10,000,000,000 (December 31, 2018 - 10,000,000,000) shares of common stock with a par value of $0.001 per share
|
|
|
|
|
|
|
|
|
Shares issued and outstanding: 268,777,909 shares of common stock (December 31, 2018 - 242,777,909 shares of common stock)
|
|
|
268,777
|
|
|
|
242,777
|
|
Additional paid-in capital
|
|
|
53,989,161
|
|
|
|
50,012,445
|
|
Accumulated deficit
|
|
|
(84,614,466
|
)
|
|
|
(78,650,208
|
)
|
Stockholders’ deficit
|
|
|
(30,356,528
|
)
|
|
|
(28,394,986
|
)
|
Total liabilities and stockholders’ deficit
|
|
$
|
596
|
|
|
$
|
3,378
|
|
See accompanying
notes to the condensed financial statements.
ALR TECHNOLOGIES INC.
Condensed Statements of Operations
($ United States)
(Unaudited)
|
|
Three months ended
|
|
Nine months ended
|
|
|
September 30,
|
|
September 30,
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General, selling and administration
|
|
$
|
392,110
|
|
|
$
|
81,131
|
|
|
$
|
1,378,793
|
|
|
$
|
1,236,878
|
|
Product development costs
|
|
|
309,088
|
|
|
|
55,396
|
|
|
|
1,526,989
|
|
|
|
351,195
|
|
Professional fees
|
|
|
31,229
|
|
|
|
8,693
|
|
|
|
468,463
|
|
|
|
430,827
|
|
Loss from operations
|
|
|
732,427
|
|
|
|
145,220
|
|
|
|
3,374,245
|
|
|
|
2,018,900
|
|
Other Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
507,184
|
|
|
|
487,671
|
|
|
|
2,590,013
|
|
|
|
1,446,934
|
|
Total other expense
|
|
|
507,184
|
|
|
|
487,671
|
|
|
|
2,590,013
|
|
|
|
1,446,934
|
|
Net loss
|
|
$
|
(1,239,611
|
)
|
|
$
|
(632,891
|
)
|
|
$
|
(5,964,258
|
)
|
|
$
|
(3,465,834
|
)
|
Loss per share - basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
Weighted average shares outstanding -
basic and diluted
|
|
|
268,777,909
|
|
|
|
242,777,909
|
|
|
|
252,587,433
|
|
|
|
242,777,909
|
|
See accompanying
notes to the condensed financial statements.
ALR TECHNOLOGIES INC.
Condensed Statements of Cash Flows
($ United States)
(Unaudited)
|
|
Nine Months Ended
|
|
|
September 30,
|
|
|
2019
|
|
2018
|
|
|
|
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(5,964,258
|
)
|
|
$
|
(3,465,834
|
)
|
Stock-based compensation-product development costs
|
|
|
1,243,406
|
|
|
|
185,940
|
|
Stock-based compensation-general, selling, and administration
|
|
|
1,124,395
|
|
|
|
977,683
|
|
Stock-based compensation-professional fees
|
|
|
392,677
|
|
|
|
401,151
|
|
Stock-based compensation-interest expense
|
|
|
1,085,371
|
|
|
|
—
|
|
Non-cash imputed interest expenses
|
|
|
91,867
|
|
|
|
91,256
|
|
Accrued interest on line of credit
|
|
|
1,016,122
|
|
|
|
959,025
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Increase (decrease) in accounts payable and accrued liabilities
|
|
|
90,598
|
|
|
|
(32,983
|
)
|
Increase in interest payable
|
|
|
396,652
|
|
|
|
396,653
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(523,170
|
)
|
|
|
(487,109
|
)
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Proceeds from borrowings on line of credit
|
|
|
520,388
|
|
|
|
488,399
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
520,388
|
|
|
|
488,399
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash
|
|
|
(2,782
|
)
|
|
|
1,290
|
|
Cash, beginning of period
|
|
|
3,378
|
|
|
|
3,111
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period
|
|
$
|
596
|
|
|
$
|
4,401
|
|
See accompanying
notes to the condensed financial statements.
ALR TECHNOLOGIES INC.
Notes to Condensed Financial Statements
For the three and nine months Ended
September 30, 2019
($ United States)
(Unaudited)
1. Basis
of Presentation, Nature of Operations and Going Concern
ALR
Technologies Inc. (the “Company”) was incorporated under the laws of the state of Nevada on March 24, 1987. The
Company has developed a compliance monitoring system that will allow for health care professionals to remotely monitor patient
health conditions and provide patient health management. On October 17, 2011, the Company announced that it had received
Section 510(k) clearance from the United States Food and Drug Administration for its Diabetes Management System. The Company is
currently seeking pilot programs to deploy its product.
These
condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States
of America (“US GAAP”) in US dollars and on a going concern basis, which presumes the realization of assets and the
discharge of liabilities and commitments in the normal course of operations for the foreseeable future. Several adverse conditions
cast substantial doubt on the validity of this assumption. The Company has incurred significant losses over the nine months ended
September 30, 2019 and 2018 of $5,964,258 and $3,465,834. As of September 30, 2019, the Company is unable to self-finance its operations,
has a working capital deficit of $30,356,528 (December 31, 2018 - $28,394,986), accumulated deficit of $84,614,466 (December 31,
2018 - $78,650,208), limited resources, no source of operating cash flow and no assurance that sufficient funding will be available
to conduct continued product development activities. If the Company is able to finance its required product development activities,
there is no assurance the Company’s current projects will be commercially viable or profitable. The Company has debts comprised
of accounts payable, interest payable, lines of credit and promissory notes payable totaling $30,357,124 currently due, due on
demand or considered delinquent. There is no assurance that the Company will not face additional legal action from creditors regarding
the above debts. Any one or a combination of these above conditions could result in the failure of the business and cause the
Company to cease operations.
The
Company’s ability to continue as a going concern is dependent upon the continued financial support of its creditors and
its ability to obtain financing to fund working capital and overhead requirements, fund the development of the Company’s
product line and, ultimately, the Company’s ability to achieve profitable operations and repay overdue obligations. The
Company has obtained short-term financing from its chairman’s family through lines of credit facilities with available borrowing
in the principal amount up to $10,500,000 (as of September 30, 2019 the total principal balance outstanding was $11,544,623)
(note 5). During 2019, the Company has continued to receive financing from the Chairman in excess of the borrowing limit
of the line of credit it has available. The amounts received by the Company from the Chairman have been borrowed under the same
terms as the line of credit. The Company and the Chairman have not entered into a new agreement for the amount of borrowing available,
but have agreed to work towards a convertible promissory note financing.
The
resolution of whether the Company is able to continue as a going concern is dependent upon the realization of management’s
plans. The Company plans to raise needed capital through the exercise of share options, increase to existing debt facilities or
the acquisition of new debt facilities and by future common share private placements. There can be no assurance that the Company
will be able to raise any additional debt or equity capital from the sources described above, or that the lenders in the line
of credit arrangements will maintain the availability of borrowing from the line. If management is unsuccessful in obtaining short-term
financing or achieving long-term profitable operations, the Company will be required to cease operations.
ALR TECHNOLOGIES INC.
Notes to Condensed Financial Statements
For the three and nine months Ended
September 30, 2019
($ United States)
(Unaudited)
1. Basis
of Presentation, Nature of Operations and Going Concern (continued)
All
of the Company’s debt is either due on demand or in default, while continuing to accrue interest at its stated rate. The
Company will seek to obtain creditors’ consents to delay repayment of the outstanding promissory notes payable and related
interest thereto, until it is able to replace this financing with funds generated by operations, recapitalization with replacement
debt or from equity financings through private placements. While some of the Company’s creditors have agreed to extend repayment
deadlines in the past, there is no assurance that they will continue to do so in the future. In the past, creditors have successfully
commenced legal action against the Company to recover debts outstanding. In those instances, the Company was able to obtain financing
from related parties to cover the verdict or settlement; however, there is no assurance that the Company would be able to obtain
the same financing in the future. If the Company is unsuccessful in obtaining financing to cover any potential verdicts or settlements,
the Company will be required to cease operations.
The
Company’s activities will necessitate significant uses of working capital beyond 2019. Additionally, the Company’s
capital requirements will depend on many factors, including the success of the Company’s continued product development and
distribution efforts. The Company plans to continue financing its operations with the lines of credit it has available and future
debt arrangements it obtains.
While
the Company strongly believes that its capital resources will be sufficient in the near term, there is no assurance that the Company’s
activities will generate sufficient revenues to sustain its operations without additional capital or if additional capital is
needed, that such funds, if available, will be obtainable on terms satisfactory to the Company.
2. Significant
Accounting Policies
The
unaudited condensed financial statements as of September 30, 2019 and for the period then ended have been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included
in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have
been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are
adequate to make the information not misleading.
In
the opinion of management, all adjustments necessary to present fairly the financial position as of September 30, 2019 and
December 31, 2018 and the results of operations and cash flows as of September 30, 2019 and 2018, and for the periods then
ended, have been made. Those adjustments consist of normal and recurring adjustments.
These
unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto included
in the Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
The
results of operations for the nine months ended September 30, 2019 are not necessarily indicative of the results to be expected
for the full year.
ALR TECHNOLOGIES INC.
Notes to Condensed Financial Statements
For the three and nine months Ended
September 30, 2019
($ United States)
(Unaudited)
3. Accounts
Payable and Accrued Liabilities
A summary of the accounts
payable and accrued liabilities is as follows:
|
|
September
30,
2019
|
|
December
31, 2018
|
|
|
|
|
|
Accounts
payable
|
|
$
|
861,689
|
|
|
$
|
774,830
|
|
Accrued
liabilities
|
|
|
228,177
|
|
|
|
239,438
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,089,866
|
|
|
$
|
1,014,268
|
|
4. Promissory
Notes and Interest Payable
a) Promissory
notes payable to related parties:
A summary of the promissory
notes payable to related parties is as follows:
Promissory Notes Payable
to Related Parties
|
September
30,
2019
|
December
31,
2018
|
|
|
|
|
|
|
Promissory notes payable to relatives
of directors collateralized by a general security agreement on all the assets of the Company, due on demand:
|
|
|
|
|
|
|
|
|
|
|
|
|
i.
|
Interest at 1% per month
|
$
|
580,619
|
$
|
580,619
|
|
|
|
|
|
|
|
|
ii.
|
Interest at 1.25% per month
|
|
51,347
|
|
51,347
|
|
|
|
|
|
|
|
|
iii.
|
Interest at the US bank prime rate plus 1%
|
|
100,000
|
|
100,000
|
|
|
|
|
|
|
|
|
iv.
|
Interest at 0.5% per month
|
|
695,000
|
|
695,000
|
|
|
|
|
|
Promissory
notes payable, unsecured, to relatives of a director, bearing interest at 1% per month, due on demand
|
|
1,465,000
|
|
1,465,000
|
Total
Promissory Notes Payable to Related Parties
|
$
|
2,891,966
|
$
|
2,891,966
|
ALR TECHNOLOGIES INC.
Notes to Condensed Financial Statements
For the three and nine months Ended
September 30, 2019
($ United States)
(Unaudited)
4. Promissory
Notes and Interest Payable (continued)
b) Promissory
notes payable to unrelated parties
A
summary of the promissory notes payable to unrelated parties is as follows:
Promissory
Notes Payable to Unrelated Parties
|
September
30,
2019
|
December
31,
2018
|
|
|
|
|
|
|
Unsecured promissory notes payable
to unrelated lenders:
|
|
|
|
|
|
|
|
|
|
|
|
|
i.
|
Interest at 1%
per month, repayable on March 31, 2009, due on demand
|
$
|
450,000
|
$
|
450,000
|
|
|
|
|
|
|
|
|
ii.
|
Interest at 1%
per month, with $50,000 repayable on December 31, 2004, $75,000 repayable on August 18, 2007, $75,000 repayable on November
19, 2007 and the balance due on demand. All are due on demand, accruing interest at the same rate
|
|
887,456
|
|
887,456
|
|
|
|
|
|
|
|
|
iii.
|
Interest at 0.625%
per month, with $50,000 repayable on October 5, 2004, $40,000 repayable on December 31, 2004 and $60,000 repayable on
July 28, 2006. All are due on demand
|
|
150,000
|
|
150,000
|
|
|
|
|
|
|
|
|
iv.
|
Non-interest-bearing,
repayable on July 17, 2005, due on demand
|
|
270,912
|
|
270,912
|
|
|
|
|
|
|
|
|
v.
|
Interest at 0.667%
per month, repayable at $25,000 per month beginning October 2009, none repaid to date
|
|
310,985
|
|
310,985
|
|
|
|
|
|
|
|
|
vi.
|
Interest at 0.667%
per month, with $125,000 due January 15, 2011
|
|
125,000
|
|
125,000
|
|
|
|
|
|
|
Promissory
notes payable, secured by a guarantee from the Chief Executive Officer, bearing interest at 1% per month
|
|
200,000
|
|
200,000
|
Total
Promissory Notes Payable to Unrelated Parties
|
$
|
2,394,353
|
$
|
2,394,353
|
c) Interest
payable
A
summary of the interest payable activity is as follows:
|
|
Interest
Payable
|
|
|
|
Balance, December 31, 2017
|
|
$
|
4,307,256
|
|
Interest incurred on promissory notes payable
|
|
|
528,871
|
|
|
|
|
|
|
Balance, December 31, 2018
|
|
|
4,836,127
|
|
Interest incurred on promissory notes payable
|
|
|
396,652
|
|
|
|
|
|
|
Balance, September 30, 2019
|
|
$
|
5,232,779
|
|
ALR TECHNOLOGIES INC.
Notes to Condensed Financial Statements
For the three and nine months Ended
September 30, 2019
($ United States)
(Unaudited)
4. Promissory
Notes and Interest Payable (continued)
c) Interest
payable (continued)
|
|
|
|
|
|
|
September
30,
|
|
December
31,
|
|
|
2019
|
|
2018
|
|
|
|
|
|
Related
parties (relatives of the Chairman)
|
|
$
|
2,801,498
|
|
|
$
|
2,554,655
|
|
Non-related
parties
|
|
|
2,431,281
|
|
|
|
2,281,472
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,232,779
|
|
|
$
|
4,836,127
|
|
Historically,
all interest payable is from interest incurred at the stated rate of promissory notes issued by the Company. The payment terms,
security and any interest payable are based on the underlying promissory notes payable that the Company has outstanding.
d) Interest
expense
During
the nine months ended September 30, 2019, the Company incurred interest expense of $2,590,013 (2018 - $1,446,934) substantially
as follows:
|
·
|
$396,652
(2018 - $396,653) incurred on promissory notes payables as shown in notes 4(a) and
4(b);
|
|
·
|
$1,085,371
(2018 - $nil) incurred related to the modification of options that had been granted as
consideration for financing;
|
|
·
|
$1,016,123
(2018 - $959,025) incurred on lines of credit payable; and
|
|
·
|
$91,867
(2018 - $91,256) incurred from the calculation of imputed interest on accounts payable
outstanding for longer than one year, advances payable and promissory notes payable,
which had no stated interest rate.
|
ALR TECHNOLOGIES INC.
Notes to Condensed Financial Statements
For the three and nine months Ended
September 30, 2019
($ United States)
(Unaudited)
5. Lines
of Credit
As
of September 30, 2019, the Company had two lines of credit as follows:
Creditor
|
Interest
Rate
|
Borrowing
Limit
|
Repayment
Terms
|
Amount
Outstanding
|
Accrued
Interest
|
Total
|
Security
|
Purpose
|
Chairman and CEO
|
1%
per
Month
|
$ 8,500,000
|
Due
on
Demand
|
$ 9,544,622
|
$5,287,153
|
$14,831,775
|
General
Security
over
Assets
|
General
Corporate
Requirements
|
Wife
of Chairman
|
1%
per
Month
|
2,000,000
|
Due
on
Demand
|
2,000,000
|
1,916,385
|
3,916,385
|
General
Security
over
Assets
|
General
Corporate
Requirements
|
Total
|
|
$10,500,000
|
|
$11,544,622
|
$7,203,538
|
$18,748,160
|
|
|
The
Chairman has continued to provide financing to the Company in excess of the line of credit borrowing limit available under the
same terms as the existing line of credit facility.
As
of December 31, 2018, the Company had two lines of credit as follows:
Creditor
|
Interest
Rate
|
Borrowing
Limit
|
Repayment
Terms
|
Principal
Borrowed
|
Accrued
Interest
|
Total
Outstanding
|
Security
|
Purpose
|
Chairman
and CEO
|
1%
per Month
|
$
8,500,000
|
Due
on Demand
|
$
9,024,235
|
$4,501,030
|
$13,525,265
|
General
Security over Assets
|
General
Corporate Requirements
|
Wife
of Chairman
|
1%
per Month
|
2,000,000
|
Due
on Demand
|
2,000,000
|
1,736,385
|
3,736,385
|
General
Security over Assets
|
General
Corporate Requirements
|
Total
|
|
$10,500,000
|
|
$11,024,235
|
$6,237,415
|
$17,261,650
|
|
|
6. Capital
Stock
|
a)
|
Authorized
capital stock
|
10,000,000,000
shares of common stock with a par value of $0.001 per share.
500,000,000
shares of preferred stock with a par value of $0.001 per share.
ALR TECHNOLOGIES INC.
Notes to Condensed Financial Statements
For the three and nine months Ended
September 30, 2019
($ United States)
(Unaudited)
6. Capital
Stock (continued)
b) Issued
capital stock
During
the period ended September 30, 2019:
On
June 19, 2019, the Company issued 26,000,000 shares of common stock of the Company to two individuals for the exercise of stock
options as follows:
|
·
|
25,000,000
shares at an exercise price of $0.002 per share for a purchase price of $50,000, as consideration,
the Company retired accrued interest owing to the Chairman on his line of credit totaling
$50,000; and
|
|
·
|
1,000,000
shares at an exercise price of $0.015 per share for a purchase price of $15,000, as consideration,
the Company retired accounts payable totaling $15,000.
|
During
the year ended December 31, 2018:
There
were no capital stock issuances for the year ended December 31, 2018.
7. Additional
Paid-in Capital
Stock
options
A
summary of stock option activity is as follows:
|
Nine
Months Ended
|
Year
Ended
|
|
September
30, 2019
|
December
31, 2018
|
|
Number
of
|
|
Weighted Average
|
Number of
|
|
Weighted Average
|
|
Options
|
|
Exercise
Price
|
Options
|
|
Exercise
Price
|
Outstanding, beginning of period
|
5,014,851,500
|
$
|
0.002
|
4,963,851,500
|
$
|
0.002
|
Granted
|
128,550,000
|
$
|
0.041
|
52,500,000
|
$
|
0.015
|
Exercised
|
(26,000,000)
|
$
|
(0.003)
|
-
|
$
|
-
|
Cancelled
|
(4,000,000)
|
$
|
0.015
|
(1,500,000)
|
$
|
0.015
|
Outstanding,
end of period
|
5,113,401,500
|
$
|
0.003
|
5,014,851,500
|
$
|
0.002
|
|
|
|
|
|
|
|
Exercisable,
end of period
|
5,033,901,500
|
$
|
0.003
|
4,987,851,500
|
$
|
0.002
|
|
|
|
|
|
|
|
|
ALR TECHNOLOGIES INC.
Notes to Condensed Financial Statements
For the three and nine months Ended
September 30, 2019
($ United States)
(Unaudited)
7. Additional
Paid-in Capital (continued)
Stock
options (continued)
During
the period ended September 30, 2019:
On
February 4, 2019, the Company granted a consultant the option to acquire a total of 2,500,000 shares of common stock of the Company
at a price of $0.035 per share for a term of five years. The fair value of the options granted totaled $99,723.
On
March 15, 2019, the Company granted an option to acquire 9,150,000 shares of common stock of the Company at a price of $0.035
per share. The option to acquire 2,500,000 shares of common stock was granted to one consultant and the option to acquire 6,650,000
shares of common stock was granted to one director. The fair value of the options granted totaled $364,058.
On
April 12, 2019, the Company modified options to acquire 564,350,200 shares of common stock of the Company by extending the expiry
date to April 12, 2024. The options modified had expiration dates ranging from April 19, 2019 to May 29, 2020 immediately prior
to the modification. The fair value related to the extension of the life of the options totaled $1,150,060.
On
May 6, 2019, the Company granted options to acquire 13,000,000 shares of common stock of the Company at a price of $0.035 per
share for a term of five years to three directors of the Company. The fair value of the options granted totaled $467,845.
On
May 17, 2019, the Company granted options to acquire 27,900,000 shares of common stock of the Company at a price of $0.035 per
share for a term of five years to twelve consultants and one employee of the Company. The fair value of the options granted totaled
$1,059,856.
On
May 31, 2019, the Company granted options to acquire 10,000,000 shares of common stock of the Company at a price of $0.035 per
share for a term of five years to one consultant. The option to acquire 10,000,000 shares will vest based
on achievements of performance milestones. The fair value of the options granted totaling $399,722 was
not recorded, as it cannot be determined that it is more likely than not that the performance conditions will be met.
On
June 12, 2019, the Company granted options to acquire 40,000,000 shares of common stock of the Company at a price of $0.05 per
share for a term of five years to three sales agents. The option to acquire 40,000,000 shares will vest based
on achievements of performance milestones. The fair value of the options granted totaling $1,595,316 was
not recorded, as it cannot be determined that it is more likely than not that the performance conditions will be met.
On
June 17, 2019, the Company granted options to acquire 10,000,000 shares of common stock of the Company at a price of $0.035 per
share for a term of five years to one advisor and one sales agent. The fair value of the
options granted totaled $379,730, of which $189,865 related to vested options was recorded as compensation expense and $189,865
related to options with performance vesting conditions was not recorded, as it cannot be determined that it is more likely than
not that the performance conditions will be met.
ALR TECHNOLOGIES INC.
Notes to Condensed Financial Statements
For the three and nine months Ended
September 30, 2019
($ United States)
(Unaudited)
7. Additional
Paid-in Capital (continued)
Stock
options (continued)
During
the period ended September 30, 2019 (continued):
On
June 24, 2019, options granted on January 31, 2018 to acquire 24,000,000 shares of common stock at a price of $0.015 for a term
of five years that were subject to vest based on the achievement of certain performance milestones were modified as follows:
|
·
|
the
option to acquire 4,000,000 shares of common stock was cancelled; and
|
|
·
|
the
performance conditions were modified.
|
No
compensation expense was reversed related to the cancellation of the unvested options as no compensation expense related to these
options had been previously recorded. No compensation expense related to the modification of the options was recorded, as the
change in vesting conditions did not make it more likely than not that the performance conditions will be met.
On
July 15, 2019, the Company granted a consultant options to acquire 7,500,000 shares of common stock of the Company at a price
of $0.035 per share exercisable until February 3, 2024. The fair value of the options granted totaled $318,530.
On
August 16, 2019, the Company granted a consultant the option to acquire 2,500,000 shares of common stock of the Company at a price
of $0.05 per share for a term of five years. The option to acquire 2,500,000 shares will vest based
on achievements of performance milestones. The fair value of the options granted totaling $108,655 was
not recorded, as it cannot be determined that it is more likely than not that the performance conditions will be met.
On
September 6, 2019, the Company granted a consultant the option to acquire 1,000,000 shares of common stock of the Company at a
price of $0.05 per share for a term of five years. The option to acquire 1,000,000 shares will vest based
on achievements of performance milestones. The fair value of the options granted totaling $40,863 was
not recorded, as it cannot be determined that it is more likely than not that the performance conditions will be met.
On
September 17, 2019, the Company granted a consultant the option to acquire 5,000,000 shares of common stock of the Company at
a price of $0.035 per share for a term of five years. The fair value of the options granted totaled $194,850.
During
the nine months ended September 30, 2019, the Company recorded a further $1,062 in compensation expense related to vesting
of stock options granted in previous years.
ALR TECHNOLOGIES INC.
Notes to Condensed Financial Statements
For the three and nine months Ended
September 30, 2019
($ United States)
(Unaudited)
7. Additional
Paid-in Capital (continued)
Stock
options (continued)
During
the year ended December 31, 2018:
On
January 31, 2018, the Company granted to nine consultants and advisors the option to acquire a total of 47,000,000 shares of common
stock of the Company at a price of $0.015 per share for a term of five years and one advisor the option to acquire 200,000 shares
of common stock of the Company at a price of $0.03 per share until April 18, 2019. Options to acquire 24,000,000 shares of common
stock will vest based on achievements of performance milestones by one consulting group. The fair value of the options granted
totaled $2,722,605, of which $1,338,207 related to vested options was recorded as compensation expense and $1,384,398 related
to options with performance vesting conditions was not recorded, as it cannot be determined that it is more likely than not that
the performance conditions will be met.
On
June 13, 2018, the Company granted a consultant the option to acquire a total of 5,000,000 shares of common stock of the Company
at a price of $0.015 per share for a term of five years. The fair value of the options granted totaled $189,968.
On
October 1, 2018, the Company granted a consultant the option to acquire a total of 300,000 shares of common stock of the Company
at a price of $0.05 per share for a term of five years. The fair value of the options granted totaled $15,926.
During
the nine months ended September 30, 2019, the Company recorded a further $37,242 in compensation expense related to vesting
of stock options granted in previous years.
ALR TECHNOLOGIES
INC.
Notes to Condensed Financial Statements
For the three and nine months Ended
September 30, 2019
($ United States)
(Unaudited)
7. Additional
Paid-in Capital (continued)
Stock
options (continued)
Options
outstanding:
The
options outstanding at September 30, 2019 and December 31, 2018 were as follows:
|
|
September 30, 2019
|
|
|
December 31, 2018
|
Expiry Date
|
|
Options
|
|
Exercise Price
|
Intrinsic Value
|
|
|
Options
|
|
Exercise Price
|
|
Intrinsic Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 18, 2019
|
|
-
|
|
$
|
|
$
|
-
|
|
|
200,000
|
|
$
|
0.030
|
|
$
|
0.005
|
May 21, 2019
|
|
-
|
|
$
|
|
$
|
-
|
|
|
500,000
|
|
$
|
0.015
|
|
$
|
0.020
|
July 25, 2019
|
|
-
|
|
$
|
|
$
|
-
|
|
|
1,000,000
|
|
$
|
0.015
|
|
$
|
0.020
|
August 1, 2019
|
|
-
|
|
$
|
|
$
|
-
|
|
|
1,250,000
|
|
$
|
0.015
|
|
$
|
0.020
|
January 30, 2020
|
|
-
|
|
$
|
|
$
|
-
|
|
|
2,400,000
|
|
$
|
0.015
|
|
$
|
0.020
|
May 29, 2020
|
|
-
|
|
$
|
|
$
|
-
|
|
|
560,000,200
|
|
$
|
0.002
|
|
$
|
0.033
|
July 1, 2021
|
|
4,365,001,300
|
|
$
|
0.002
|
$
|
0.033
|
|
|
4,390,001,300
|
|
$
|
0.002
|
|
$
|
0.033
|
November 27, 2022
|
|
7,200,000
|
|
$
|
0.015
|
$
|
0.020
|
|
|
7,200,000
|
|
$
|
0.015
|
|
$
|
0.020
|
January 31, 2023
|
|
43,000,000
|
|
$
|
0.015
|
$
|
0.020
|
|
|
47,000,000
|
|
$
|
0.015
|
|
$
|
0.020
|
June 13, 2023
|
|
5,000,000
|
|
$
|
0.015
|
$
|
0.020
|
|
|
5,000,000
|
|
$
|
0.015
|
|
$
|
0.020
|
October 1, 2023
|
|
300,000
|
|
$
|
0.050
|
$
|
-
|
|
|
300,000
|
|
$
|
0.050
|
|
$
|
-
|
February 3, 2024
|
|
2,500,000
|
|
$
|
0.035
|
$
|
-
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
March 14, 2024
|
|
9,150,000
|
|
$
|
0.035
|
$
|
-
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
April 12, 2024
|
|
560,000,200
|
|
$
|
0.002
|
$
|
0.033
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
April 12, 2024
|
|
4,150,000
|
|
$
|
0.015
|
$
|
0.020
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
April 12, 2024
|
|
200,000
|
|
$
|
0.030
|
$
|
0.005
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
May 6, 2024
|
|
13,000,000
|
|
$
|
0.035
|
$
|
-
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
May 15, 2024
|
|
40,000,000
|
|
$
|
0.050
|
$
|
-
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
May 17, 2024
|
|
27,900,000
|
|
$
|
0.035
|
$
|
-
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
May 31, 2024
|
|
10,000,000
|
|
$
|
0.035
|
$
|
-
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
June 17, 2024
|
|
5,000,000
|
|
$
|
0.050
|
$
|
-
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
June 17, 2024
|
|
5,000,000
|
|
$
|
0.035
|
$
|
-
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
July 15, 2024
|
|
7,500,000
|
|
$
|
0.035
|
$
|
-
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
August 16, 2024
|
|
2,500,000
|
|
$
|
0.050
|
$
|
-
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
September 6, 2024
|
|
1,000,000
|
|
$
|
0.050
|
$
|
-
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
September 17, 2024
|
|
5,000,000
|
|
$
|
0.035
|
$
|
-
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
Total
|
|
5,113,401,500
|
|
$
|
0.003
|
$
|
0.033
|
|
|
5,014,851,500
|
|
$
|
0.002
|
|
$
|
0.033
|
Weighted Average Remaining
Contractual Life
|
|
|
2.15
|
|
|
|
|
|
|
|
2.40
|
|
|
|
ALR TECHNOLOGIES
INC.
Notes to Condensed Financial Statements
For the three and nine months Ended
September 30, 2019
($ United States)
(Unaudited)
7. Additional
Paid-in Capital (continued)
Stock
options (continued)
Options
outstanding (continued):
The
expense incurred related to stock options was allocated as follows:
|
|
Three Months
Ended
September 30, 2019
|
|
Three Months
Ended
September 30, 2018
|
|
Nine Months
Ended
September 30, 2019
|
|
Nine Months
Ended
September 30, 2018
|
|
|
|
|
|
|
|
|
|
General, selling and administration
|
|
$
|
318,530
|
|
|
$
|
107
|
|
|
$
|
1,124,395
|
|
|
$
|
977,683
|
|
Interest Expense
|
|
|
—
|
|
|
|
|
|
|
|
1,085,371
|
|
|
|
—
|
|
Product development
|
|
|
195,088
|
|
|
|
536
|
|
|
|
1,243,406
|
|
|
|
185,940
|
|
Professional
|
|
|
—
|
|
|
|
—
|
|
|
|
392,677
|
|
|
|
401,151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
513,618
|
|
|
$
|
643
|
|
|
$
|
3,845,849
|
|
|
$
|
1,564,774
|
|
The
Company uses the fair value method for determining stock-based compensation for all options granted during the fiscal periods.
The fair value was determined using the Black-Scholes option pricing model based on the following weighted average assumptions:
|
|
September 30,
2019
|
|
December 31,
2018
|
|
|
|
|
|
Risk-free interest rate
|
|
|
2.01
|
%
|
|
|
2.52
|
%
|
Expected life
|
|
|
4.9 Years
|
|
|
|
5 years
|
|
Expected dividends
|
|
|
0
|
%
|
|
|
0
|
%
|
Expected volatility
|
|
|
314
|
%
|
|
|
309
|
%
|
Forfeiture rate
|
|
|
0
|
%
|
|
|
0
|
%
|
The
weighted average fair value for the options granted during the nine months ended September 30, 2019 was $0.04 (year ended
December 31, 2018 - $0.06).
ALR TECHNOLOGIES INC.
Notes to Condensed Financial Statements
For the three and nine months Ended
September 30, 2019
($ United States)
(Unaudited)
8. Related
Party Transactions and Balances
|
|
Three months ended
September 30, 2019
|
|
Three months ended
September 30, 2018
|
|
Nine months
ended
September 30, 2019
|
|
Nine months
ended
September 30, 2018
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
Related party transaction included within interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expenses on promissory notes issued to relatives of the Chairman and Chief Executive Officer of the Company
|
|
|
74,782
|
|
|
|
74,782
|
|
|
|
224,344
|
|
|
|
224,344
|
|
Interest expense on lines of credit payable to the Chairman and Chief Executive Officer of the Company and his spouse
|
|
|
343,978
|
|
|
|
324,519
|
|
|
|
1,016,123
|
|
|
|
959,025
|
|
Interest expense related to the modification of stock options held by the Chairman and Chief Executive Officer of the Company and his spouse related to financing provided
|
|
|
—
|
|
|
|
—
|
|
|
|
1,085,371
|
|
|
|
—
|
|
Related party transactions included within general, selling and administration expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting fees to the Chairman and Chief Executive Officer of the Company accrued on the line of credit available to the Company
|
|
|
47,400
|
|
|
|
47,400
|
|
|
|
142,200
|
|
|
|
142,200
|
|
Stock options granted to four members of the Board of Directors of the Company
|
|
|
—
|
|
|
|
—
|
|
|
|
770,421
|
|
|
|
—
|
|
Selling, general and administration expense related to the modification of stock options to three members of the Board of Directors
|
|
|
—
|
|
|
|
—
|
|
|
|
799,625
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related party transactions included within product development expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting fees to a relative of the Chairman and Chief Executive Officer of the Company
|
|
|
30,000
|
|
|
|
—
|
|
|
|
90,000
|
|
|
|
—
|
|
Interest
on promissory notes payable to related parties, management compensation and compensation paid to a relative of a director have
been recorded at the exchange amount, which is the amount agreed to by the parties. Options granted to related parties have been
recorded at their estimated fair value.
ALR TECHNOLOGIES INC.
Notes to Condensed Financial Statements
For the three and nine months Ended
September 30, 2019
($ United States)
(Unaudited)
9. Commitments
and Contingencies
a)
Contingencies
The
Company has had three judgments against it relating to overdue promissory notes and accrued interest and a fourth creditor has
demanded repayment of an overdue promissory note and accrued interest. To date, the Company has not repaid any of these promissory
notes and related accrued interest and could be subject to further action. The legal liability, totaling $1,179,568 (December 31,
2018 - $1,113,768), of these promissory notes and related accrued interest have been fully recognized and recorded by the
Company. The Company has accrued interest of $214,472 (December 31, 2018 - $196,472) related to one of these promissory
notes.
b)
Commitments
|
(i)
|
The
Company has a consulting arrangement with Sidney Chan, Chief Executive Officer and Chairman
of the Board of Directors of the Company. Under the terms of the contract, Mr. Chan will
be paid $180,000 per annum for services as Chief Executive Officer. The contract can
be terminated at any time with thirty days’ notice and the payment of two years’
annual salary. Should the contract be terminated, all debts owed to Mr. Chan and his
spouse must be immediately repaid. The initial term of the contract is for one year and
automatically renews for continuous one-year terms. Also, under the terms of the contract
are the following:
|
i.
Incentive revenue bonus
Mr.
Chan will be entitled to a 1% net sales commission from the sales of any of the Company’s products at any time during his
life, regardless if Mr. Chan is still under contract with the Company.
ii.
Sale of business
If
more than 50% of the Company’s stock or assets are sold, Mr. Chan will be compensated for entering into non-compete agreements
based on the selling price of the Company or its assets as follows:
|
·
|
2%
of sales price up to $24,999,999 plus;
|
|
·
|
3%
of sales price between $25,000,000 and $49,999,999 plus;
|
|
·
|
4%
of sales price between $50,000,000 and $199,999,999 plus; and
|
|
·
|
5%
of sales price in excess of $200,000,000.
|
|
(ii)
|
On
June 13, 2018, Mr. Sidney Chan, Chief Executive Officer and Chairman of the Board of
Directors of the Company accepted a proposal from the Board of Directors of the Company
to purchase the $5,000,000 convertible debenture financing (the “Financing”).
The Note will be convertible for a period of 5 years, will bear interest at a rate of
8% per annum and will be repayable in four equal semi-annual instalments starting 42
months after its issuance until maturity. The Note will be transferable or saleable by
the Chairman or other holder thereof, in whole or in part, at any time without notice
to the Company.
|
ALR TECHNOLOGIES INC.
Notes to Condensed Financial Statements
For the three and nine months Ended
September 30, 2019
($ United States)
(Unaudited)
9. Commitments
and Contingencies (continued)
|
b)
|
Commitments
(continued)
|
On
September 20, 2018, the parties agreed to increase the proposed Financing from $5,000,000 to $7,000,000. On October 25, 2018,
the parties agreed to increase the proposed Financing from $7,000,000 to $8,500,000. On April 18, 2019, the parties agreed to
increase the proposed financing from $8,500,000 to $22,000,000. On July 15, 2019, the parties agreed to increase the proposed
financing from $22,000,000 to $25,000,000 (the “Amended Financing”) whereby $12,000,000 would be in the form of settling
existing debts owed by the Company to the Chairman, $3,000,000 will be available to settle promissory notes and accounts payable
and $10,000,000 would be through the advance of cash. The Amended Financing will continue to be convertible into shares of common
stock of the Company at $0.05 per share. The Company has reserved up to 500,000,000 shares of common stock with respect to the
possible exercise of the Note.
The
Company and the Chairman are continuing discussions on a definitive agreement to implement the Note with the customary terms,
conditions and representations of a commercial lending agreement. The closing of the Amended Financing 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, which has not yet occurred.
10. Subsequent
Events
|
a)
|
On
October 3, 2019, the Company granted:
|
|
i)
|
one
advisor the option to acquire 2,500,000 shares of common stock of the Company at a price
of $0.035 per share for a term of five years; and
|
ii)
one advisor the option to acquire 1,000,000 shares of common stock of the Company at a price of $0.035 per share for a term of
five years.
|
b)
|
On
October 24, 2019, the Company granted two advisors the option to each acquire 1,000,000
shares of common stock of the Company at a price of $0.035 per share for a term of five
years.
|
|
ITEM
2.
|
MANAGEMENT
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
Forward-Looking Statements
The
following information must be read in conjunction with the unaudited Financial Statements and Notes thereto included in Item 1
of this Quarterly Report and the audited Financial Statements and Notes thereto and Management Discussion and Analysis or Plan
of Operations contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Except for the
description of historical facts contained herein, the Form 10-Q contains certain forward-looking statements concerning future
applications of the Company’s technologies and the Company’s proposed services and future prospects that involve risk
and uncertainties, including the possibility that the Company will: (i) be unable to commercialize services based on its technology,
(ii) ever achieve profitable operations, or (iii) not receive additional financing as required to support future operations, as
detailed herein and from time to time in the Company’s future filings with the Securities and Exchange Commission and elsewhere.
Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties
that could cause actual results to differ materially from those described in the forward-looking statements.
Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United
States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our
financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted
accounting principles.
In
this quarterly report, unless otherwise specified, all references to “common shares” refer to the common shares in
our capital stock.
As
used in this quarterly report, the terms “we”, “us”, “our”, the “Company” and
“ALRT” mean ALR Technologies Inc., unless otherwise indicated.
Overview
ALR
TECHNOLOGIES INC. (the “Company” or “ALRT”) was incorporated under the laws of the State of Nevada on
March 24, 1987 as Mo Betta Corp. In April 1998, the Company changed its business purpose to marketing a pharmaceutical compliance
device.
On
October 21, 1998, the Company entered into an agreement with A Little Reminder Inc. (“ALR”) whereby the Company would
have the non-exclusive right to distribute certain products of ALR described below.
In
December 1998, the common shares of the Company began trading on the Bulletin Board operated by the National Association of Securities
Dealers Inc. under the symbol “MBET”. On December 28, 1998, the Company changed its name from Mo Betta Corp. to ALR
Technologies Inc. Subsequently the symbol was changed to “ALRT”.
In
April 1999, the Company acquired 99.9% (36,533,130) of the issued and outstanding Class A shares of common stock of ALR in exchange
for 36,533,130 shares of the Company’s common stock thereby making ALR a subsidiary corporation of the Company. ALR also
had outstanding 124,695 shares of Class B common stock, none of which was owned by the Company.
ALR
was incorporated pursuant to the Company Act of British Columbia on May 24, 1996. ALR owned one subsidiary corporation,
Timely Devices, Inc. (“TDI”). TDI was founded in Edmonton, Alberta, Canada, on July 27, 1994. ALR owned all of
the total outstanding shares of TDI. TDI had only one class of common stock outstanding.
On
July 31, 2000, the Company sold all of its shares of ALR. From that point onward, the Company focused on developing its own technology,
products and performed its own marketing.
On
April 15, 2008, the Company incorporated a wholly owned subsidiary in Canada under the name Canada ALRTech Health Systems Inc.
This subsidiary was wound up during 2017.
In
late 2011, the Company relocated its headquarters to 7400 Beaufont Springs Drive, Suite 300, Richmond, Virginia, 23225.
During
2011, the Company received FDA clearance and achieved HIPPA compliance for its Diabetes Management System. With these key achievements
and successful clinical trials completed, the Company began implementing its commercialization strategy that included a pilot
program with patients in Kansas in 2014. The Company obtained significant findings from this pilot program, which led to the development
of its Insulin Dosage Adjustment (“IDA”).
During
2017, the Company received FDA clearance for IDA and submitted worldwide patent application under the patent cooperation treaty
to the World Intellectual Property Organization for its Predictive A1c innovation. The Company is actively seeking to commence
revenue-generating activities for its Diabetes Management System.
Recent
Developments
On
January 31, 2018, the Company’s Board of Directors approved the following grants:
|
·
|
the
option to acquire 47,000,000 shares of common stock of the Company at a price of $0.015
per share for a term of five years to 9 consultants of the Company; and
|
|
·
|
the
option to acquire 200,000 shares of common stock of the Company at a price of $0.015
per share until April 19, 2019 to 1 consultant of the Company.
|
Of
the options granted with a term of five years, options to acquire a total of 11,000,000 shares of common stock were granted to
three relatives of the Chairman of the Board.
On
May 3, 2018, the Company affected a reversal of the previously approved and reserved share split by filing completing the filing
with the State of Nevada.
On
June 3, 2018, the Company received notification that an option holder would be exercising their option to acquire 1,000,000 shares
of common stock of the Company at a price of $0.015 by extinguishing $15,000 of accounts payable owed by the Company to the option
holder. The options were exercised and shares issued on June 19, 2019 subsequent to the options being fully vested.
On June
13, 2018, the Company granted a consultant the option to acquire a total of 5,000,000 share of common stock of the Company at
a price of $0.015 per share for a term of five years. The fair value of the options granted totaled $189,968
On
October 1, 2018, the Company’s Board of Directors approved the grant of the option to acquire 300,000 shares
of common stock of the Company at a price of $0.05 per share for a term of five years to one consultant.
On
April 12, 2019, the Company’s Board of Directors approved the modification of the option to purchase an aggregate 564,350,200
shares of common stock of the Company to extend the maturity date to April 12, 2024. The option to acquire 564,350,200 shares
of common stock was held by 13 individuals, including 560,000,200 held by the Chairman and Chief Executive Officer (or the “Chairman”)
and 2,000,000 held by three non-executive directors.
On
May 6, 2019, the Company’s Board of Directors approved the grant of stock options to purchase 13,000,000 shares of common
stock of the Company at a price of $0.035 per share for a term of five years to three non-executive directors of the Company.
On
May 17, 2019, the Company’s Board of Directors approved the grant of options to acquire 27,900,000 shares of common stock
of the Company at a price of $0.035 per share for a term of five years to 13 optionees and 40,000,000 shares of common stock of
the Company at a price of $0.050 for a term of five years to three optionees as follows:
Number
of
Optionees
|
Position
|
Option
to acquire common stock
|
Three
(3)
|
Sales
Agent
|
40,000,000
|
One
(1)
|
Non-executive
Member of the Board of Directors
|
1,000,000
|
Seven
(7)
|
Software
Development Team Member
|
19,700,000
|
One
(1)
|
Manager,
Procurement and Quality Assurance
|
3,000,000
|
Four
(4)
|
Clinical
Team Member
|
4,200,000
|
The
option to acquire 40,000,000 shares of common stock approved for grant to Sales Agents will vest when the three Sales Agents (the
“US Sales Team”) sign up a total of 20,000 ALRT Diabetes Management Solution customers in the United States of America
prior to May 30, 2020 (the “Sales Target”).
On
June 17, 2019, the Company’s Board of Directors approved the grant of options to acquire 15,000,000 shares of common stock
of the Company for a term of five years as follows:
Number
of
Optionees
|
Position
|
Option
to acquire common stock
|
Exercise
Price
|
Two
(2)
|
Sales
Agent
|
10,000,000
|
$0.050
|
One
(1)
|
Advisor
|
5,000,000
|
$0.035
|
Each
sales agent was approved for the grant of 5,000,000 options subject to vesting conditions. The options are to 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”). Subsequent, the Company reallocated the options allocated to one agent to support sales agent recruitment
efforts. To date, 8,500,000 of the 10,000,000 option shares have been granted to Sales Agents while the Company remains in discussion
to engage Sales Agents with the remaining 1,5000,000 option shares.
On
June 19, 2019, the Chairman of the Company exercised the option to acquire 25,000,000 shares of common stock at a price of $0.002
per share for a total purchase price of $50,000. The Chairman extinguished an outstanding debt owed by the Company to him in the
amount of $50,000 as consideration. The Company also issued 1,000,000 common shares for the exercise of options at a price of
$0.015 per share for a total purchase price of $15,000, which was settled with the extinguishment of accounts payable.
On July 15, 2019, the Company’s
Board of Directors approved the grant of the option to acquire 27,500,000 shares of common stock. Of the options approved for
grant:
|
·
|
the
option to acquire 7,500,000 shares of common stock is granted to one individual, is exercisable
at $0.035 per share, will vest immediately and will be exercisable until February 3,
2024;
|
|
·
|
the
option to acquire 10,000,000 shares of common stock, with 5,000,000 options each
to be granted to two prospective Sales Agents of the Company, which will be exercisable
at a price of $0.04 per share and will vest subject to the performance as follows:
|
|
o
|
each
agent enrolling a total of 20,000 ALRT Diabetes Management Solution customers in certain
countries located in Asia; or
|
|
o
|
such
other activities that would provide similar business impact at the sole discretion of
the Board of Directors of the Company; and
|
|
·
|
the
option to acquire 10,000,000 shares of common stock:
|
|
o
|
is
allocated towards the formation of a Latin American sales team;
|
|
o
|
will
be granted upon the recruitment of sales personnel in Latin America; and
|
|
o
|
will
have performance vesting conditions to be determined by the Company’s Board of
Directors at grant.
|
Although
the Board of Directors have approved the 20,000,000 options referenced above, as the Company is still working on developing its
Latin American and Asia sales teams, these options have not yet been issued.
On
August 16, 2019, the Company granted a consultant the option to acquire 2,500,000 shares of common stock of the Company at a
price of $0.05 per share for a term of five years. The option to acquire 2,500,000 shares will vest when the consultant signs
up 20,000 Diabetes Management Solution customers in the United States of America prior to May 31, 2020 (the “Sales
Target”).
On
September 6, 2019, the Company granted a consultant the option to acquire 1,000,000 shares of common stock of the Company at a
price of $0.05 per share for a term of five years. The option to acquire 1,000,000 shares will vest when the consultant signs
up 20,000 Diabetes Management Solution customers in the United States of America prior to August 31, 2020 (the “Sales
Target”).
On
September 17, 2019, the Company granted a consultant the option to acquire 5,000,000 shares of common stock of the Company at
a price of $0.035 per share for a term of five years.
On
October 3, 2019, the Company granted:
|
·
|
one
advisor the option to acquire 2,500,000 shares of common stock of the Company at a price
of $0.035 per share for a term of five years, and
|
|
·
|
one
advisor the option to acquire 1,000,000 shares of common stock of the Company at a price
of $0.035 per share for a term of five years.
|
On
October 24, 2019, the Company granted two advisors the option to each acquire 1,000,000 shares of common stock of the Company
at a price of $0.035 per share for a term of five years.
Financing
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 of the Company at a price of $0.05 per share (the “Note”).
On
June 13, 2018, the Chairman and Chief Executive Officer 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, will bear interest at a rate of 8 percent per annum and will be repayable in four equal semi-annual instalments
commencing 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.
On
September 20, 2018, the parties agreed to increase the proposed Financing from $5,000,000 to $7,000,000. On October 25, 2018,
the parties agreed to increase the proposed Financing from $7,000,000 to $8,500,000. On April 18, 2019, the parties agreed to
increase the proposed financing from $8,500,000 to $22,000,000. The July 15, 2019, the parties agreed to increase the proposed
financing from $22,000,000 to $25,000,000 (the “Amended Financing”) whereby $12,000,000 would be in the form of settling
existing debts owed by the Company to the Chairman, $3,000,000 would be available to settle promissory notes payable and accounts
payable and $10,000,000 would be through the advance of cash. The Amended Financing will continue to be convertible into shares
of common stock of the Company at $0.05 per share. The Company has reserved up to 500,000,000 shares of common stock with respect
to the possible exercise of the Note.
The
Company and the Chairman are continuing discussions on a definitive agreement to implement the Note with the customary terms,
conditions and representations of a commercial lending agreement. The closing of the Amended Financing 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 which has not yet occurred.
Products
ALR
Technologies products utilize internet-based technologies to facilitate a healthcare provider’s ability to monitor their
patient’s health and ensure adherence to health maintenance activities.
The
ALRT Diabetes Management System is a remote monitoring and care facilitation program that allows patients to upload the blood
glucose data from their glucometers. ALRT Health Data Monitors monitor that data and, based on clinician approved protocols, provide
advice, support and interventions when patients show blood glucose readings that are out of an acceptable range or if they are
failing to test their blood glucose as prescribed. The ALRT System has been successfully proven in a clinical trial that demonstrated
this type of remote care is associated with significant lowering of A1c levels. The study concluded that continuing intervention
using an internet-based glucose monitoring system is an effective way of improving glucose control compared to conventional care.
A second clinical trial demonstrated that this type of Internet-based Blood Glucose Monitoring System (IBGMS) was associated with
comparable reductions in A1c levels with that of more expensive Continuing Glucose Monitoring Systems (CGMS).
In
the future, the Company may seek to adapt its System to be used in the management of other chronic diseases. The Company may be
required to obtain additional clearance from the FDA prior to commencing selling activities in the United States for other disease
states.
ALRT
Diabetes Management System
Diabetes
is a leading cause of death, serious illness and disability across North America. In the United States, it is estimated that 26
million people have diabetes, with 4.5 million people being classified as insulin dependent. By the year 2030, it is expected
that 1 in 10 adults, globally, will have diabetes (diagnosed and undiagnosed instances). By the year 2050, it is expected that
1 in 3 United States adults will have diabetes (diagnosed and undiagnosed instances). We believe diabetes is a global pandemic.
As
a result, medical costs due to diabetes and its complications are enormous. In the United States, such costs are estimated to
be over $245 billion a year. In Canada, where it is estimated there are 2 million people with diabetes, healthcare costs associated
with diabetes is estimated to be more than $13 billion annually.
Diabetes
is a lifelong chronic disease with no cure. However, people with diabetes can take steps to control their disease and reduce the
risk of developing the associated serious complications, thereby controlling healthcare costs. The Canadian Diabetes Association
Clinical Practice Guidelines Expert Committee reports that, “Successful diabetes care depends on the daily commitment of
persons with diabetes mellitus to self-manage through the balance of lifestyle and medication. Diabetes care should be organized
around a multi- and interdisciplinary diabetes healthcare team that can establish and sustain a communication network between
the person with diabetes and the necessary healthcare and community systems”.
However,
as noted in Patrick Connole, UnitedHealthcare, Other Large Insurers Seek Better Adherence to Diabetes Care”, Health Plan
Week, February 11, 2013 Volume 23 Issue 5, 80% of United States patients with diabetes do not follow their prescribed care
plan.
Furthermore,
in Treatment intensification for patients with type 2 diabetes and poor glycaemic control by Fu and Sheenan, it was noted
that out of 11,525 patients investigated with an A1c greater than 8% patients received intensification as follows:
|
·
|
11%
within 6-12 months; and
|
A
study in 2013 by Khunti, Wolden, Thorstead, Anderson and Davies entitled Clinical inertia in people with type 2 diabetes: a
retrospective cohort study of more than 80,000 people found that it took on average 19 months to escalate patients with an
average A1c of 8.7% from single medication to dual therapy and 82 months to escalate patients with an average A1c of 8.8% from
dual medication to triple therapy. Furthermore, they found that it took approximately 20 years to advance patients with an average
A1c of over 9% to insulin. At the end of the study, less than 50% of the patients had their treatment intensified.
The
Company’s Diabetes Management System provides an affordable and easy to use tool to provide the communication network as
recommended by the Committee. Our Diabetes Management System includes a communications software platform that also enables health
professionals to remotely monitor the health progress to patients with diabetes. This facilitates more timely and effective communication
and coordination of care to these patients. This also results in positive behavior patterning, or re-patterning, of the patients.
The
Diabetes Management System and the Company’s universal upload cable, are compatible with the majority of the major brands
of glucose meters available for sale in the United States.
In
August 2010, the Company received the results of a clinical trial conducted by Dr. Hugh Tildesley using the ALRT Health-e-Connect
System. The trial showed A1c dropping from 8.8% to 7.6% for the Intervention Group using ALRT’s Health-e-Connect System
as part of a diabetes management program. The A1c test is important in diabetes treatment management as a long-term measure of
control over blood glucose for diabetes patients. According to the Center for Disease Control and Prevention, “In general,
every percentage drop in A1c blood test results (e.g., from 8% to 7%), can reduce the risk of microvascular complications (eye,
kidney and nerve diseases) by 40%”. The trial served as the basis for an article titled Effect of Internet Therapeutic
Intervention on A1c Levels in Patients with Type 2 Diabetes Treated with Insulin, which was published in the August 2010 Diabetes
Care publication.
In
July 2011, the follow-up results of the Dr. Tildesley clinical trial were published in the Canadian Journal of Diabetes.
Dr. Tildesley conducted a 12-month study using Health-e-Connect System as an Internet-Based Blood Glucose Monitoring System (IBGMS)
to provide intensive blood glucose control to determine the effects of internet-based blood glucose monitoring on A1c levels in
patients with type 2 diabetes treated with insulin. Dr Tildesley concluded that, “While IBGMS intervention was not a substitute
for the patient–physician interaction in a clinical setting, it significantly improved A1c and, over time, we observed better
glycaemic control and patient satisfaction”.
In
October 2011, the Company received 510(k) clearance from the US Food and Drug Administration (FDA) for its Diabetes Management
System (then known as the Health-e-Connect System) for remote monitoring of patients in support of effective diabetes management
programs. The 510(k) clearance enables the Company to commence with the United States marketing and sales launch of its Health-e-Connect
System.
On
July 28, 2014, the Company entered into a pilot service agreement with Kansas City Metropolitan Physician Association (KCMPA),
one of the nation's premier Accountable Care Organizations (ACO). Under the agreement, KCMPA, which made diabetes management a
key focus of its Quality Improvement Plan, enrolled up to 200 of its patients with Type 2 diabetes into ALRT's Diabetes Management
System. The pilot service agreement was effective nine months from the beginning date of patient enrollment and the intent was
to allow 6 months of use for each patient enrolled in the system. The pilot program between ALRT and KCMPA represented the first
commercial deployment of ALRT's Diabetes Management System. On September 9, 2014, the Company began enrolling patients with Type
2 diabetes and A1c levels above 8 percent into the pilot program trialing the Diabetes Management System.
In
September 2014, the Company initiated its pilot program with one of the Kansas City Metropolitan Physician Association clinics
to deploy its Diabetes Management System for up to 200 patients that fit certain criteria. As a result of the pilot program findings
and general industry trends, the Company proceeded with developing three new innovations:
|
·
|
Insulin
Dosage Adjustment uses both American Diabetes Association (ADA) and American Association
of Clinical Endocrinologists (AACE) guidelines for adjusting insulin;
|
|
·
|
Predictive
A1c, which converts blood glucose data uploaded into our Diabetes Management Systems
and converts the large amount of data into a predicted or simulated A1c; and
|
|
·
|
Diabetes
Therapy Review allows the healthcare providers to change care plans for patients on a
timely basis based on the results of Predictive A1c and overall how patients are managing
their diabetes.
|
On
January 1, 2015, the Center for Medicaid and Medicare Services began reimbursing physicians for the non-face-to-face management
of Medicare patients with two or more serious chronic diseases. Physicians would be paid a per-patient-per-month fee for “Chronic
Care Management” and the examination of data from a remote monitoring platform is considered a reimbursable activity by
CMS. Therefore, the Company modified its System to conform to the requirements of the CMS reimbursement. These modifications permit
the Company to market to medical groups throughout the United States with a product that will help physicians to draw down this
new reimbursement, as well as to potentially improve the outcomes of their patients.
On
February 18, 2015, the Company filed a 510(k) application with the FDA to add a remote insulin dosing recommendation feature to
the Company’s Diabetes Management System. The Company utilized the publicly available algorithm of the AACE and ADA. This
feature allows the Company to regularly run a patient’s blood glucose data (and other key data) through the AACE and ADA
algorithm. When the algorithm indicated that the patient’s dose may not be optimal, the Diabetes Management System would
provide the health care provider that a dose change may be warranted and what the change would be based on AACE and ADA guidelines.
The decision about the dose change would rest entirely with the healthcare provider. However, this new feature may make a significant
contribution to improving the outcomes of diabetes patients if it allowed healthcare providers to keep their patients at the optimal
dose for longer periods.
Preliminary
data from the KCMPA pilot program indicated that a number of patients had achieved reductions in their A1c levels. On April 17,
2015, the Company signed a commercial contract with one of the KCMPA clinics, the Clay-Platte Family Medicine Clinic, to provide
remote monitoring services. The Company has provided these services to date to Clay-Platte at no charge, as it has provided the
Company with continuous users as a sample population for its own strategic planning and business plan. The Company continues to
actively provide services to Clay-Platte for certain of its patients.
On
June 20, 2017, the Company filed a worldwide patent application under the PCT for its Predictive A1c feature to the World Intellectual
Property Office.
On
September 18, 2017, the Company received clearance from the FDA for its Insulin Dosage Adjustment feature within the Company’s
Diabetes Management System.
Critical Accounting Policies
and Going Concern
Our
discussion and analysis of our results of operations and liquidity and capital resources are based on our unaudited condensed
financial statements for the nine months ended September 30, 2019 and 2018, which have been prepared in accordance with GAAP.
The
preparation of these condensed financial statements requires us to make estimates and judgments that affect the reported amounts
of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. We base our estimates on historical
and anticipated results, trends and various other assumptions that we believe are reasonable under the circumstances, including
assumptions as to future events. These estimates form the basis for making judgments about the carrying value of assets and liabilities
that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty.
Actual results may materially differ from our estimates.
The
Company’s condensed financial statements have been prepared on a going concern basis, which presumes the realization of
assets and the discharge of liabilities and commitments in the normal course of operations for the foreseeable future. See note
1 of the condensed financial statements.
Due
to our being a development stage company and not having generated significant revenues, in the notes to our financial statements,
we have included disclosure regarding concerns about our ability to continue as a going concern.
Results
of Operations
|
|
Nine Months
Ended
|
|
Nine Months
Ended
|
|
Amount (%)
|
|
Amount ($)
|
|
|
September 30
|
|
September 30
|
|
Increase /
|
|
Increase /
|
|
|
2019
|
|
2018
|
|
(Decrease)
|
|
(Decrease)
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General, selling and administrative
|
|
$
|
1,378,793
|
|
|
|
1,236,878
|
|
|
|
11
|
|
|
|
141,915
|
|
Product development
|
|
|
1,526,989
|
|
|
|
351,195
|
|
|
|
335
|
|
|
|
1,175,794
|
|
Professional fees
|
|
|
468,463
|
|
|
|
430,827
|
|
|
|
9
|
|
|
|
37,636
|
|
Total Operating Expenses
|
|
|
3,374,245
|
|
|
|
2,018,900
|
|
|
|
67
|
|
|
|
1,355,345
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Item
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expenses
|
|
|
2,590,013
|
|
|
|
1,446,934
|
|
|
|
79
|
|
|
|
1,143,079
|
|
Net Loss
|
|
$
|
5,964,258
|
|
|
|
3,465,834
|
|
|
|
72
|
|
|
|
2,498,424
|
|
The
net loss for the Company’s nine months ended September 30, 2019 was significantly impacted by the grant of options
to incentivize personnel as follows as compared to the same period on the previous year:
|
|
Nine Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2018
|
Number of Options Granted
|
|
|
128,550,000
|
|
|
|
52,200,000
|
|
Value of Options Granted or Modified as Consideration
|
|
|
3,845,849
|
|
|
|
1,528,977
|
|
Percentage of Net Loss
|
|
|
64
|
%
|
|
|
44
|
%
|
The
net loss for the nine months ended September 30, 2019 was 72% ($2,498,424) higher than the net loss at September 30,
2018, as a result of the grant or modification of options to acquire shares of common stock with a fair value recognized of $3,845,849
(2018 - $1,528,977) as consideration for services received. The additional fair value from the grant of the options in the
nine months ended September 30, 2019, as compared to the same period in 2018, accounted for 91% of the total change in net
loss as compared to 2018.
Of
the options granted to acquire shares of common stock in 2019 and 2018, the following did not vest and did not have any fair value
recognized during each period.
|
|
Nine Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2018
|
Options Granted During Period
|
|
|
128,550,000
|
|
|
|
52,200,000
|
|
Options Granted During Period which have Not Vested
|
|
|
58,500,000
|
|
|
|
24,000,000
|
|
Value of Options Granted During Period which have not Vested
|
|
$
|
2,334,421
|
|
|
$
|
1,384,398
|
|
General,
selling and administrative expenses. General, selling and administrative costs consist of salaries and consulting fees
of management personnel, stock-based compensation for options granted to management personnel, travel and trade show costs, rent
of the Company’s corporate office, website costs, information technology costs and general costs incurred through day-to-day
operations. From the nine months ended September 30, 2019 as compared to the nine months ended September 30, 2018, there
was both a significant increase and variance in the total expense incurred related primarily to the grant of stock options. By
type of general and administrative cost, the variance can be seen as follows:
|
|
Nine Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
Amount ($)
Increase /
(Decrease)
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
General, selling and administrative:
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and consulting fees
|
|
$
|
183,000
|
|
|
|
184,000
|
|
|
|
(1,000
|
)
|
Stock-based compensation
|
|
|
1,124,000
|
|
|
|
978,000
|
|
|
|
146,000
|
|
Travel and trade shows
|
|
|
34,000
|
|
|
|
34,000
|
|
|
|
—
|
|
Rent of corporate offices
|
|
|
1,000
|
|
|
|
1,000
|
|
|
|
—
|
|
Website and information technology
|
|
|
12,000
|
|
|
|
11,000
|
|
|
|
1,000
|
|
Other general and administrative costs
|
|
|
25,000
|
|
|
|
29,000
|
|
|
|
(4,000
|
)
|
Total
|
|
$
|
1,379,000
|
|
|
|
1,237,000
|
|
|
|
142,000
|
|
During
the nine months ended September 30, 2019, aside from the grant of stock options, the Company’s general and administrative
operating expenses were substantially the same as the nine months ended September 30, 2018.
Product
development costs. Substantially all of the product development costs incurred related to a) services provided by contractors
of the Company, b) expenses incurred for product development, and c) stock-based compensation for options granted to members of
the product development team. The change in balance from the previous year relates primarily to an increase in external consulting
services related to the grant of stock options to development personnel under contract.
Professional
fees. Professional costs incurred consist of consulting and advisory fees of certain professionals retained, audit fees,
legal fees, diabetes care facilitators and stock-based compensation for options granted to professionals. During the period, there
was a significant increase in professional fees. By type of professional cost, the variance can be seen as follows:
|
|
Nine Months Ended
September 30,
2019
|
|
Nine Months Ended
September 30,
2018
|
|
Amount ($)
Increase /
(Decrease)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
Professionals retained
|
|
$
|
34,000
|
|
|
|
22,000
|
|
|
|
12,000
|
|
Legal fees
|
|
|
18,000
|
|
|
|
8,000
|
|
|
|
10,000
|
|
Stock-based compensation
|
|
|
393,000
|
|
|
|
401,000
|
|
|
|
(8,000
|
)
|
Audit and quarterly review fees
|
|
|
23,000
|
|
|
|
—
|
|
|
|
23,000
|
|
Total
|
|
$
|
468,000
|
|
|
|
431,000
|
|
|
|
37,000
|
|
Interest
expense. Interest expense was from the following sources for the nine months ended September 30, 2019 and 2018:
|
|
Nine Months Ended
September 30,
2019
|
|
Nine Months Ended
September 30,
2018
|
Interest expense
|
|
|
|
|
|
|
|
|
Interest expense incurred on promissory notes
|
|
$
|
397,000
|
|
|
$
|
397,000
|
|
Interest expense incurred on lines of credit
|
|
|
1,016,000
|
|
|
|
959,000
|
|
Imputed interest on zero interest loans
|
|
|
92,000
|
|
|
|
91,000
|
|
Stock-based compensation
|
|
|
1,085,000
|
|
|
|
—
|
|
Total
|
|
$
|
2,590,000
|
|
|
$
|
1,447,000
|
|
Interest
on Promissory Notes
There
were not any substantial changes in the amount of promissory notes outstanding from September 30, 2018 to September 30,
2019. During the previous year, the Company transferred amounts from imputed interest to interest on promissory notes and continued
recording interest on the outstanding principal during the current period. Related to its promissory notes outstanding, the Company
anticipates interest expense to be consistent with the results for the nine months ended September 30, 2019 moving forward.
Interest
on Lines of Credit
The Company has two
line of credit facilities that had balances as follows:
|
|
September 30,
2019
|
|
September 30,
2018
|
|
Amount ($)
Increase /
(Decrease)
|
Lines of Credit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Line of credit provided by Sidney Chan
|
|
$
|
9,545,000
|
|
|
$
|
8,887,000
|
|
|
$
|
658,000
|
|
Line of credit provided by Christine Kan
|
|
|
2,000,000
|
|
|
|
2,000,000
|
|
|
|
—
|
|
Total
|
|
$
|
11,545,000
|
|
|
$
|
10,887,000
|
|
|
$
|
658,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company incurred
interest on the lines of credit as follows:
Interest Expense on Line of Credit:
|
|
Nine Months
Ended
September 30,
2019
|
|
Nine Months
Ended
September 30,
2018
|
|
Amount ($)
Increase /
|
|
|
|
|
|
|
|
(Decrease)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense incurred on line of credit from Sidney Chan during the period
|
|
$
|
836,000
|
|
|
$
|
779,000
|
|
|
$
|
57,000
|
|
Interest expense incurred on line of credit from Christine Kan during the period
|
|
|
180,000
|
|
|
|
180,000
|
|
|
|
—
|
|
Total
|
|
$
|
1,016,000
|
|
|
$
|
959,000
|
|
|
$
|
57,000
|
|
Imputed
Interest
During
the 2019 and 2018 periods, the Company had certain zero interest promissory notes and accounts payable in excess of one year.
Pursuant to the Company’s accounting policy, these zero interest amounts are considered to be financing items in nature
and are assigned a deemed interest rate (1% per month). The interest incurred on these is expensed as imputed interest and instead
of increasing the liabilities of the Company, it is allocated to equity under the financial statement line item additional
paid-in capital. The change from the prior year is related to the discussion included under Interest on Promissory Notes
above.
|
Three Months
Ended
September 30
|
|
Three Months
Ended
September 30
|
|
|
|
|
|
Amount (%)
Increase /
|
|
Amount ($)
Increase /
|
|
2019
|
|
2018
|
(Decrease)
|
|
(Decrease)
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
General, selling and administrative
|
$
|
392,000
|
|
$
|
81,000
|
384
|
|
$
|
311,000
|
Product development
|
|
309,000
|
|
|
55,000
|
462
|
|
|
254,000
|
Professional fees
|
|
32,000
|
|
|
9,000
|
256
|
|
|
23,000
|
Total Operating Expenses
|
|
733,000
|
|
|
145,000
|
406
|
|
|
588,000
|
|
|
|
|
|
|
|
|
|
|
Other Item
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
507,000
|
|
|
488,000
|
4
|
|
|
19,000
|
Net Loss
|
$
|
1,240,000
|
|
$
|
633,000
|
96
|
|
$
|
607,000
|
The
net loss for the three months ended September 30, 2019 increased by 96% ($607,000), as compared to the same period in the
prior year. The Company incurred $513,000 of stock-based compensation during the period, which accounted for 85% of the
increase in net loss during the nine months ended September 30, 2019, as compared to the same period in the prior year. The
balance of the increase was a result of an increase in personnel and interest costs incurred during the period.
|
|
Nine Months Ended September 30, 2019
|
|
Nine Months Ended September 30, 2018
|
Number of Options Granted
|
|
|
16,000,000
|
|
|
|
—
|
|
Value of Options Granted or Modified as Consideration
|
|
$
|
513,000
|
|
|
$
|
—
|
|
Percentage of Net Loss
|
|
|
41
|
%
|
|
|
0
|
%
|
Liquidity
and Capital Resources
Working Capital
|
|
As at
September 30,
2019
|
|
As at
December 31,
2018
|
|
Amount ($)
Increase / (Decrease)
|
|
Percentage (%)
Increase / (Decrease)
|
Current Assets
|
|
$
|
1,000
|
|
|
$
|
3,000
|
|
|
|
(2,000
|
)
|
|
|
(67
|
)
|
Current Liabilities
|
|
$
|
30,357,000
|
|
|
$
|
28,398,000
|
|
|
|
1,959,000
|
|
|
|
7
|
|
Working Capital (Deficiency)
|
|
$
|
(30,356,000
|
)
|
|
$
|
(28,395,000
|
)
|
|
|
(1,961,000
|
)
|
|
|
(7
|
)
|
The
Company has a severe working capital deficiency. It does not have the ability to service its current liabilities for the next
twelve months and is reliant on its line of credit facilities to meet its ongoing operations. Until the Company has revenue-producing
activities that exceed its operating requirements, it will be unable to service its current liabilities and the working capital
deficit will continue to increase. As of the date of this management discussion and analysis, the Company has not commenced revenue-generating
activities, nor does it know when they will commence. There is substantial doubt about the Company’s ability to repay its
current liabilities in the near term or anytime in the future, which could ultimately lead to business failure.
Current Assets
The
Company’s nominal current assets as at September 30, 2019 and December 31, 2018 consist of cash.
Current
Liabilities
The
Company has current liabilities of $30,357,000 as at September 30, 2019, as compared to $28,398,000 as at December 31,
2018. Current liabilities were as follows:
|
|
September 30,
2019
|
|
December 31,
2018
|
|
Change
$
|
|
Change
%
|
Accounts payable and accrued liabilities
|
|
$
|
1,090,000
|
|
|
|
1,014,000
|
|
|
|
76,000
|
|
|
|
7
|
|
Related party promissory notes payable
|
|
|
2,892,000
|
|
|
|
2,892,000
|
|
|
|
—
|
|
|
|
—
|
|
Non-related party promissory notes payable
|
|
|
2,394,000
|
|
|
|
2,394,000
|
|
|
|
—
|
|
|
|
—
|
|
Interest payable on promissory notes payable
|
|
|
5,233,000
|
|
|
|
4,836,000
|
|
|
|
397,000
|
|
|
|
8
|
|
Lines of credit from related parties
|
|
|
18,748,000
|
|
|
|
17,262,000
|
|
|
|
1,486,000
|
|
|
|
9
|
|
Total current liabilities
|
|
$
|
30,357,000
|
|
|
|
28,398,000
|
|
|
|
1,959,000
|
|
|
|
7
|
|
The
increase in interest payable of $397,000 relates to accrued interest incurred on promissory notes at their stated rates of interest.
All of the promissory notes and related interest payable are overdue.
The
fluctuations in accounts payable occurred as part of operations.
The
increase in the lines of credit payable of approximately $1,486,000 is attributable to borrowings of:
|
-
|
$520,000
to fund operations, product development activities, overhead, and its sales and marketing
program; and
|
|
-
|
$1,016,000
of unpaid interest incurred on the principal of the borrowed amounts, less $50,000 applied
as consideration to exercise options to acquire shares of common stock.
|
Cash Flows
|
|
Nine Months Ended
September 30, 2019
|
|
Nine Months Ended
September 30, 2018
|
|
|
|
|
|
Cash Flows used in Operating Activities
|
|
$
|
(523,000
|
)
|
|
$
|
(487,000
|
)
|
Cash Flows provided by Financing Activities
|
|
|
520,000
|
|
|
|
488,000
|
|
Net Change in Cash During Period
|
|
$
|
(3,000
|
)
|
|
$
|
1,000
|
|
Cash
Balances
As
of September 30, 2019, the Company’s cash balance was $596 compared to $3,378 as of December 31, 2018.
Cash
Used in Operating Activities
Cash
used by the Company in operating activities during the nine months ended September 30, 2019 was $523,000 in comparison with
$487,000 used during the same period last year. The Company’s expenditures from operations were used as follows (approximate
amounts):
|
|
Nine Months Ended
September 30, 2019
|
|
Nine Months Ended
September 30, 2018
|
|
|
|
|
|
Product development consulting and expenses
|
|
$
|
194,000
|
|
|
$
|
165,000
|
|
Management and employees’ compensation
|
|
|
183,000
|
|
|
|
184,000
|
|
Professional fees and related accounts payable
|
|
|
94,000
|
|
|
|
70,000
|
|
Travel and trade shows
|
|
|
34,000
|
|
|
|
34,000
|
|
Other
|
|
|
18,000
|
|
|
|
34,000
|
|
Cash used in Operations
|
|
$
|
523,000
|
|
|
$
|
487,000
|
|
The
majority of the expenditures were to repay overdue accounts payable owing to certain consultants, pay product development costs,
pay accrued professional fees, and selling and administration costs associated with operating the business.
Cash
Proceeds from Financing Activities
Cash
sourced by the Company from financing activities during the nine months ended September 30, 2019 was $520,000 in comparison
with $488,000 sourced during the same period last year. The funds sourced from lines of credit provided by the Chairman of the
Board. The financing received in 2019 and 2018 was used to fund the operating and product development activities of the Company
and repaid certain accounts payable.
Short-
and Long-Term Liquidity
As
of September 30, 2019, the Company does not have the current financial resources and committed financing to enable it to
meet its administrative overhead, product development budgeted costs and debt obligations over the next 12 months.
All
of the Company’s debt financing is due on demand or overdue. The Company will seek to obtain creditors’ consents to
delay repayment of these loans until it is able to replace these financings with funds generated by operations, replacement debt
or from equity financings through private placements or the exercise of options and warrants. While the Company’s creditors
have agreed to extend repayment deadlines in the past, there is no assurance that they will continue to do so in the future. The
Company has faced litigation from creditors in the past and is currently being sued by one creditor. There is no assurance that
additional creditors will not make claims against the Company in the future. Failure to obtain either replacement financing or
creditor consent to delay the repayment of existing financing could result in the Company having to curtail operations.
Tabular Disclosure of Contractual
Obligations:
|
|
Payments due by period
|
|
|
Total
|
|
Less than
1 year
|
|
1-3
years
|
|
3-5
years
|
|
More Than
5 Years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
$
|
1,090,000
|
|
|
$
|
1,090,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Lines of credit
|
|
|
18,748,000
|
|
|
|
18,748,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Promissory notes to related parties
|
|
|
2,892,000
|
|
|
|
2,892,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Promissory notes to arm’s length parties
|
|
|
2,394,000
|
|
|
|
2,394,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Interest payable
|
|
|
5,233,000
|
|
|
|
5,233,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
30,357,000
|
|
|
$
|
30,357,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
The
Company will continue to use the funds available from the lines of credit to cover administrative overhead and product development
requirements until such time it can establish cash flows from operations. In the next six months, the Company anticipates the
amount borrowed from the lines of credit to increase as compared to the past six months, as it expects to commercially launch
its Diabetes Management System during this period.
Off
Balance Sheet Arrangements
The
Company has no off-balance sheet financing arrangements that have or are reasonably likely to have a current or future effect
on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources, that is material to investors.