Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
October 03 2022 - 2:30PM
Edgar (US Regulatory)
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
30, 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 7.01 | Regulation
FD Disclosure. |
On
September 30, 2022, ALR Technologies Inc., a Nevada corporation (the “Company”), issued a press release titled “ALR
Technologies Announces Update to Singapore Migration Merger and GluCurve Pet CGM Commercialization.”
A
copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Important
Additional Information
This
report relates to the pending reincorporation merger involving the Company and ALR Technologies SG Ltd., a Singapore company limited
by shares (“ALRT Singapore”). In connection with the pending reincorporation merger, ALRT Singapore filed a Registration
Statement on Form F-4 (the “Registration Statement”), which has been declared effective by the Securities and Exchange Commission
(the “SEC”), which includes a preliminary information statement of the Company and a prospectus of ALRT Singapore (the “Information
Statement/Prospectus”). It is anticipated that the definitive Information Statement/Prospectus will be mailed or otherwise delivered
to the Company’s stockholders on or about October 4, 2022. Stockholders are urged to read the Registration Statement and Information
Statement/Prospectus and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents,
because they will contain important information.
Stockholders
are able to obtain a free copy of the Registration Statement and Information Statement/Prospectus, as well as other filings containing
information about the Company and ALRT Singapore, without charge, at the SEC’s website (http://www.sec.gov). Copies of the Registration
Statement and Information Statement/Prospectus and all other relevant documents filed with the SEC in connection with the reincorporation
merger can also be obtained, without charge, by directing a request to ALR Technologies Inc., 7400 Beaufont Springs Drive, Suite 300,
Richmond, Virginia 23225, Attention: Corporate Secretary.
This
report does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of such jurisdiction.
| Item 9.01 | Financial
Statements and Exhibits. |
(d) Exhibit
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:
September 30, 2022 |
|
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ALR
TECHNOLOGIES INC. |
|
|
|
|
|
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By: |
/s/
Sidney Chan |
|
|
|
Sidney Chan |
|
|
|
Chairman and CEO |
|
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