| Item 1.01 | Entry into a Material Definitive Agreement |
Agreement and Plan of Merger to Change Company’s Domicile
On May 17, 2022, ALR Technologies Inc. (the “Company”)
entered into an Agreement and Plan of Merger and Reorganization (the “Redomicile Merger Agreement”) with ALR Technologies
SG Pte. Ltd., a Singapore company limited by shares (“ALR Singapore”), and its wholly-owned subsidiary, ALRT Delaware,
Inc., a Delaware corporation (“ALR Delaware”), relating to a proposed merger transaction for the sole purpose of changing
the Company’s jurisdiction of incorporation from Nevada to Singapore.
The Redomicile Merger Agreement provides that, upon
the terms and subject to the conditions set forth therein, ALR Delaware will merge with and into the Company (the “Redomicile
Merger”), and the Company will be the surviving entity and a wholly-owned subsidiary of ALR Singapore. ALR Delaware will cease
to exist. At the closing of the Redomicile Merger, the stockholders of the Company will exchange their shares of common stock, and any
options or warrants to purchase shares of common stock which they might hold, on a one-for-one basis, for ordinary shares (“ALR
Singapore Ordinary Shares”) and options or warrants to subscribe for ALR Singapore Ordinary Shares, as applicable.
In order to facilitate the Redomicile Merger and to
comply with Singapore law, (i) ownership of ALR Singapore, which was previously a wholly-owned subsidiary of the Company, was transferred
to KAD, a Singapore private company owned by trust entities controlled by the Company’s CEO, Sidney Chan, and (ii) ALR Singapore
formed ALR Delaware as a new subsidiary corporation.
At the effective time of the Redomicile Merger (the
“Effective Time”) ALR Singapore, together with the Company as its subsidiary, will own and continue to conduct the
Company’s business in substantially the same manner as is currently being conducted by the Company and its subsidiaries. Accordingly,
for holders of Company common stock, much will remain unchanged following the Redomicile Merger. There will be some differences in stockholder
rights, given the differences between the laws of Nevada and Singapore as they relate to companies incorporated in those jurisdictions.
The ALR Singapore Ordinary Shares are expected to trade on the OTCQB under the same ticker symbol under which the Company’s shares
of common stock are currently traded (ALRT), and are expected to begin trading on the OTCQB as soon as possible following the Effective
Time.
The Redomicile Merger Agreement contains customary
closing conditions, including, among others, approval of the Redomicile Merger by the Company’s stockholders, the effectiveness
of the registration statement on Form F-4 to be filed by ALR Singapore related to the Redomicile Merger, and receipt of required regulatory
approvals. The consent of the holders of a majority of the outstanding shares of the Company’s common stock entitled to vote is
required to approve and adopt the Redomicile Merger Agreement. The Board of Directors of the Company believes that the Redomicile Merger
is advisable and in the best interests of the Company and its stockholders.
Pursuant to the Redomicile Merger Agreement, the Board
of Directors of the Company may exercise its discretion to terminate the agreement, and therefore abandon the Redomicile Merger, at any
time prior to the Effective Time, including after the adoption of the Redomicile Merger Agreement by the Company’s stockholders.
The consolidated assets and liabilities of ALR Singapore
and the Company, as its wholly-owned subsidiary, immediately after the Redomicile Merger and at the Effective Time, will be identical
to the assets and liabilities of the Company immediately prior to the Redomicile Merger. The officers and directors of the Company immediately
before the Redomicile Merger becomes effective will also serve as officers and directors of ALR Singapore at the Effective Time. In addition,
pursuant to Singapore law, ALR Singapore is required to appoint certain officers and to have at least one director who is ordinarily resident
in Singapore. Therefore, prior to the Redomicile Merger, and continuing upon effectiveness of the Redomicile Merger, ALR Singapore will
appoint Benjamin Szeto, as Secretary and Chief Legal Counsel, and Christine Kan, the spouse of CEO Sidney Chan, as Vice President. Mr.
Szeto and Ms. Kan are both residents of Singapore. Additionally, Ms. Kan, who is currently serving as a director of ALR Singapore, will
continue to serve as a locally resident director following the Redomicile Merger. After the Redomicile Merger, it is also anticipated
that at least initially, the officers and directors of the Company, as the wholly-owned subsidiary of ALR Singapore, will remain the same
as prior to the Redomicile Merger. The Redomicile Merger will not result in any material change to the Company’s business and will
not have any effect on the relative equity interests of the Company’s stockholders.
The Redomicile Merger Agreement has been approved by
the Boards of Directors of each of the Company, ALR Singapore, and ALR Delaware. Subject to the required approval of the Company’s
stockholders, requisite regulatory approvals, the effectiveness of the registration statement on Form F-4 to be filed by ALR Singapore
related to the Redomicile Merger, and other customary closing conditions, the Redomicile Merger is expected to be completed during the
third quarter of 2022.
The foregoing summary of the Redomicile Merger Agreement
does not purport to be complete and is qualified in its entirety by reference to the complete text of the Redomicile Merger Agreement,
which is attached hereto as Exhibit 2.1, and is incorporated herein by reference.
Additional information about the Redomicile Merger
and where to find it: In connection with the proposed Redomicile Merger, ALR Singapore intends to file with the United States Securities
and Exchange Commission (the “SEC”) a registration statement on Form F-4 to register the ordinary shares of ALR Singapore
to be issued to the stockholders of the Company. The registration statement will include a prospectus/information statement of the Company
which will be sent to the stockholders of the Company in connection with approval of the Redomicile Merger and related matters by the
stockholders of the Company, in addition to other matters. In addition, the Company may file other relevant documents concerning the proposed
Redomicile Merger with the SEC.
This communication does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Stockholders of the Company are
urged to read the registration statement on Form F-4 and the prospectus/information statement included within the registration statement,
and any other relevant documents to be filed with the SEC in connection with the proposed Redomicile Merger, because they will contain
important information about the Company, ALR Singapore, and the proposed transaction.