Current Report Filing (8-k)
July 08 2022 - 12:51PM
Edgar (US Regulatory)
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0001087022
2022-07-07
2022-07-07
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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):
July 8, 2022 (July
7, 2022)
ALR
TECHNOLOGIES INC.
(Exact Name of Registrant
as Specified in Charter)
Nevada |
|
000-30414 |
|
88-0225807 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
7400
Beaufont Springs Drive
Suite
300
Richmond,
Virginia 23225
(Address
of Principal Executive Offices) (Zip Code)
(804)
554-3500
Registrant’s
telephone number, including area code
(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:
[ ] |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
[ ] |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
[ ] |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
[ ]
|
Pre-commencement communications
pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Shares |
|
ALRT |
|
OTC US |
| ITEM 1.01 | ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT. |
Pursuant
to its prospectus dated January 18, 2022 (the “Prospectus”), which forms a part of our post-effective amended Registration
Statement on Form S-1 (Registration No. 333-249835), ALR Technologies Inc.
(“ALRT” or the “Company”) has until August 12, 2022, to place 101,025,092 shares of common stock at a price of
$0.05 per share. These shares have not yet been placed. On July 7, 2022, the Company and Mr. Sidney Chan agreed to the following:
| · | The
Company will grant Mr. Chan the right and the option to acquire 115,500,000 shares of common
stock at a price of $0.05 per share until December 31, 2026. Mr. Chan may exercise the Option
by applying or offsetting unpaid principal and / or accrued interest owing by the Company
to Mr. Chan on the line of credit he has issued to the Company, and |
| · | The
Company will cancel the right management has to distribute 101,025,092 shares of common stock
at a price of $0.05 pursuant to the Prospectus. |
Mr.
Chan is the Chairman of the Board of Directors and the Chief Executive Officer of the Company.
A
copy of the Option Agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into item
9.01.
The
Company has terminated the right to distribute 101,025,092 unrestricted shares of common stock at a price of $0.05 per share pursuant
to the Prospectus.
ITEM
9.01 EXHIBITS
AND FINANCIAL STATEMENTS.
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.
Date:
July 8, 2022 |
ALR
TECHNOLOGIES INC. |
|
|
|
|
|
|
By: |
/s/
Sidney Chan |
|
|
Name: Sidney
Chan |
|
Title: |
Chief Executive Officer
and Chairman of the Board of Directors |
|
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