Current Report Filing (8-k)
January 21 2022 - 7:50AM
Edgar (US Regulatory)
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2022-01-19
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Prospectus Supplement No. 1
(To Prospectus Dated January 18, 2022)
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Filed Pursuant to Rule 424(b)(3)
Registration No.333-249835
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ALR TECHNOLOGIES INC.
Up to 101,025,592 Shares of Common
Stock
Issuable Upon the Exercise
of Rights to Subscribe for such Shares at $0.05 per Share
This prospectus supplement (this
“Prospectus Supplement”) filed by ALR Technologies Inc. (“we”, “us”, “our”, and the “Company”)
updates and supplements the Company’s prospectus dated January 18, 2022 (the “Prospectus”), which forms a part of our
Registration Statement on Form S-1, as amended (Registration No. 333-249835). This Prospectus Supplement is being filed to update and
supplement the information in the Prospectus with the information contained in our Report on Form 8-K, furnished with the Securities and
Exchange Commission on January 18, 2022 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this Prospectus Supplement.
Pursuant to the Prospectus, we are distributing, at
no charge to our stockholders, non-transferable subscription rights to purchase up to an aggregate of 101,025,592 shares of our common
stock, $0.001 par value per share. The record date and the expiration date of the rights offering are December 11, 2020 and February 28,
2022 respectively. Accordingly, in the rights offering, each shareholder of record as of 5:00 p.m. Eastern Time, December 11, 2020 (the
“Record Date”), will receive one (1) non-transferable subscription right (a “Subscription Right”) for each share
of common stock held by them on the Record Date. Each Subscription Right entitles the holder to purchase one share of Common Stock at
a subscription price of $0.05 per share. Any Subscription Rights that are not exercised prior to 5:00 p.m., Eastern Time, on February
28, 2022 (the “Expiration Date”) will expire, have no value and cease to be exercisable for shares of Common Stock. The original
Expiration Date indicated in the Prospectus was February 18, 2022, however the Company has elected to extend such date to February 28,
2022. There is no over-subscription privilege: management may, at its discretion, allocate unexercised subscription rights to non-shareholders
within 150 days following the expiration date of the offering. Subscription rights may only be exercised in whole numbers; we will not
issue fractional shares and will round all of the subscription rights down to the nearest whole number.
Accordingly, this Supplement No. 1 amends and supplements
the Prospectus to reflect the Record Date and amended Expiration Date, and of incidental information contained in the Prospectus related
to the Record Date and the Expiration Date. The complete text of the Prospectus, as amended and supplemented, is restated in this Supplement
No. 1. Any information that is modified or superseded in the Prospectus shall not be deemed to constitute a part of the Prospectus, except
as so modified or superseded by this Supplement No. 1. We may further amend or supplement the Prospectus from time to time by filing additional
amendments or supplements as required. You should read the entire Prospectus and any amendments or supplements carefully before you make
an investment decision.
The Company’s common stock is quoted on the
OTC Markets quotation system under the symbol “ALRT.” On January 20, 2022, the closing sale price of the Company’s common
stock was $0.05 per share.
Neither the Securities and
Exchange Commission nor any state securities commission has approved or disapproved of the securities described herein or passed
upon the adequacy or accuracy of this Prospectus Supplement or the Prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is January 21,
2022.
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the
Securities Exchange
Act of 1934
Date of Report (Date
of earliest event reported): January 19, 2022
ALR
TECHNOLOGIES INC.
(Exact Name of Registrant
as Specified in Charter)
Nevada
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000-30414
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88-0225807
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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708-7400
Beaufont Springs Drive, Suite
300, Richmond,
Virginia 23225
(Address
of Principal Executive Offices) (Zip Code)
(804)
554-3500
Registrant’s
telephone number, including area code
(Former Name or Former
Address
if Changed Since Last
Report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement communications
pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Shares
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ALRT
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OTC US
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Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Modification of Rights Offering
Record Date and Expiration Date
On January 18, 2022 ALR Technologies Inc. (“we”,
“us”, “our”, and the “Company”) filed a prospectus dated January 18, 2022 (the “Prospectus”),
which forms a part of our post-effective amended Registration Statement on Form S-1, as amended (Registration No. 333-249835). Pursuant
to the Prospectus, we are distributing, at no charge to our stockholders, non-transferable subscription rights to purchase up to an aggregate
of 101,025,592 shares of our common stock, $0.001 par value per share. The record date and the expiration date of the rights offering
are December 11, 2020 and February 28, 2022, respectively. Therefore, in the rights offering, each shareholder of record as of 5:00 p.m.
Eastern Time, December 11, 2020 (the “Record Date”), will receive one (1) non-transferable subscription right (a “Subscription
Right”) for each share of common stock held by them on the Record Date. The original Expiration Date indicated in the Prospectus
was February 18, 2022, however the Company has elected to extend such date to February 28, 2022. Each Subscription Right entitles the
holder to purchase one share of Common Stock at a subscription price of $0.05 per share. Any Subscription Rights that are not exercised
prior to 5:00 p.m., Eastern Time, on the February 28, 2022 (the “Expiration Date”) will expire, have no value and cease to
be exercisable for shares of Common Stock. There is no over-subscription privilege: management may, at its discretion, allocate unexercised
subscription rights to non-shareholders within 150 days following the expiration date of the offering. Subscription rights may only be
exercised in whole numbers; we will not issue fractional shares and will round all of the subscription rights down to the nearest whole
number.
Rights Offering Documents
The Company has incorporated into this Current Report
on Form 8-K (as exhibits 99.1 through 99.8) the supporting documents accompanying the Prospectus which will be distributed (as applicable)
to the registered and beneficial holders of record on the Record Date.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
January 21, 2022.
ALR TECHNOLOGIES
INC.
/s/
Sidney Chan
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Sidney Chan
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Chief Executive Officer and
Chairman of the
Board of Directors
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