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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/10/22 Alr Technologies Inc. 8-K:2,3,5 11/07/22 10:190K SEC Filing Solut… LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 31K 5: R1 Cover HTML 45K 8: XML IDEA XML File -- Filing Summary XML 11K 6: XML XBRL Instance -- f2salr8k111022_htm XML 15K 7: EXCEL IDEA Workbook of Financial Reports XLSX 8K 3: EX-101.LAB XBRL Labels -- alrt-20221107_lab XML 96K 4: EX-101.PRE XBRL Presentations -- alrt-20221107_pre XML 63K 2: EX-101.SCH XBRL Schema -- alrt-20221107 XSD 12K 9: JSON XBRL Instance as JSON Data -- MetaLinks 25± 32K 10: ZIP XBRL Zipped Folder -- 0001903596-22-000766-xbrl Zip 16K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| i Nevada | i 000-30414 | i 88-0225807 | ||
| (State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
i Richmond, i Virginia i 23225
(Address of Principal Executive Offices) (Zip Code)
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:
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).
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 | ||
| i Common Shares | i ALRT | OTC US |
C:
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
On November 7, 2022, ALR Technologies Inc. (the “Company”) completed a merger in accordance with an Agreement and Plan of Merger and Reorganization dated May 17, 2022 (the “Merger Agreement”), by and among the Company, ALR Technologies SG Ltd., a Singapore company limited by shares (“ALR Singapore”), and its wholly-owned subsidiary, ALRT Delaware, Inc., a Delaware corporation (“ALR Delaware”), pursuant to which ALR Delaware merged with and into the Company (the “Redomicile Merger”), with the Company continuing as the surviving entity and a wholly-owned subsidiary of ALR Singapore. At the effective time of the Redomicile Merger, each outstanding share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), was converted into the right to receive one ordinary share of ALR Singapore (“ALR Singapore Ordinary Shares”), and each option or warrant to purchase shares of Common Stock was converted into an option or warrant to subscribe for an equivalent number of ALR Singapore Ordinary Shares at an equivalent exercise price.
The issuance of ALR Singapore Ordinary Shares in connection with the Redomicile Merger was registered under the Securities Act of 1933, as amended, pursuant to ALR Singapore’s registration statement on Form F-4 (File No. 333-265166) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) and declared effective on September 23, 2022. The definitive information statement/prospectus of ALR Singapore and the Company, dated September 29, 2022 (the “Prospectus/Information Statement”), that forms a part of the Registration Statement contains additional information about the Redomicile Merger and the other transactions contemplated by the Merger Agreement.
The foregoing description of the Merger Agreement and the Redomicile Merger is not complete and is qualified in its entirety by reference to the Merger Agreement, which was included as Annex A to the Prospectus/Information Statement and Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 20, 2022, which is incorporated herein by reference.
| Item 3.03. | Material Modification to Rights of Security Holders. |
As a result of the consummation of the Redomicile Merger, each outstanding share of Common Stock was converted into the right to receive one ALR Singapore Ordinary Share, and the rights of the holders of Common Stock were modified. The rights of holders of ALR Singapore Ordinary Shares are governed by the Constitution of ALR Singapore. A form of such Constitution was included as Annex C and Exhibit 3.12 to the Registration Statement. A description of the ALR Singapore Ordinary Shares is contained under the caption “Description of ALR Singapore’s Share Capital” in the Prospectus/Information Statement and is incorporated herein by reference.
| Item 5.01. | Changes in Control of Registrant. |
The information include in Item 2.01 above is incorporated by reference herein.
C:
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: November 10, 2022
| ALR Technologies Inc. | |||
| By: | /s/ Sidney Chan | ||
| Name: | Sidney Chan | ||
| Title: | Chairman and CEO | ||
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/10/22 | SC 13D/A | ||
| For Period end: | 11/7/22 | 4 | ||
| 9/29/22 | DEFM14C | |||
| 9/23/22 | ||||
| 5/20/22 | 8-K | |||
| 5/17/22 | 8-K | |||
| List all Filings | ||||