Current Report Filing (8-k)
September 08 2022 - 4:44PM
Edgar (US Regulatory)
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0001087022
2022-09-06
2022-09-06
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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):
September 8, 2022
(September 6, 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. |
On
September 6, 2022, ALR Technologies SG Pte. Ltd. (“ALR Singapore”), an affiliate of ALR Technologies Inc. (the “Company”
or “ALRT”), entered into a loan agreement with Kan Wan Chen Pte. Ltd., a Singapore private company limited by shares (“KWC”),
whereby KWC has agreed to advance ALR Singapore two million five hundred thousand (S$2,500,000) Singapore dollars (the “Principal”)
to launch the GluCurve Pet CGM, provide working capital to ALRT and ALR Singapore and for general corporate purposes (the “Loan
Agreement”).
Under
the terms of the Loan Agreement:
| a. | ALR
Singapore may receive additional advances under the Loan Agreement upon request, subject
to the approval of KWC, such advances to be considered an increase of the Principal thereunder. |
| b. | ALR
Singapore may repay the Principal at any time prior to the launch of the DX GluCurve Pet
CGM, in whole or in part, at ALR Singapore’s option with
a payment equal to 120% of the Principal owing. Any Principal redeemed prior to the launch
of the DX GluCurve Pet CGM will not be subject to the royalty payment described below. |
| c. | ALR
Singapore is obligated to pay KWC US$10 from the sale of each unit of GluCurve Pet CGM sensors
sold to its distributor, which will be accounted for as follows: |
| i. | US$5
as a reduction in the Principal balance owing to KWC; and |
| ii. | US$5
as a royalty payment to compensate KWC for the cost of borrowing the Principal. |
| d. | Once
the Principal amount is repaid in full, the loan will be extinguished and there will be no
further amounts owed by the Company to KWC under the Loan Agreement. |
| e. | The
Loan is scheduled to mature on March 31, 2024, at which time, an amount equal to 120% of
the Principal then outstanding will be due and payable to KWC. |
| f. | ALRT,
ALR Singapore, as well as certain of their respective subsidiaries and/or affiliates are
obligated to grant KWC a general security interest in their respective assets. |
Ms.
Christine Kan is a director and significant shareholder of KWC. Ms. Kan is a director of ALR Singapore, the V.P. Corporate Development
of ALR Singapore, an insider of the Company and the spouse of Mr. Sidney Chan, CEO of ALR Singapore and ALRT.
The
foregoing description of the Loan Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference
to, the full text of the Loan Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
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
this 8th day of September 2022. |
|
|
|
ALR
TECHNOLOGIES INC. |
|
|
|
|
|
|
By: |
/s/
Sidney Chan |
|
|
|
Sidney Chan |
|
|
|
Chief Executive Officer
and Chairman of the Board of Directors |
|
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