Prospectus Supplement No. 2 (To Prospectus Dated December 4, 2020) | Filed Pursuant to Rule 424(b)(3) Registration No.333-249835 |
ALR TECHNOLOGIES INC.
Up to 127,522,227 Shares of Common Stock
Issuable Upon the Exercise of Rights to Subscribe for such Shares at $0.05 per Share
This prospectus supplement (the “Prospectus Supplement”) filed by ALR Technologies Inc. (“we”, “us”, “our”, and the “Company”) updates and supplements the Company’s prospectus dated December 4, 2020 (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 December 31, 2020 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this Prospectus Supplement.
This prospectus supplement updates, amends and supplements the information included or incorporated by reference in the Prospectus and should be read in conjunction with the Prospect. If there is any inconsistency between the information in the Prospectus and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements to it.
The Company’s common stock is quoted on the OTC Markets quotation system under the symbol “ALRT.” On December 30, 2020, the closing sale price of the Company’s common stock was $0.047 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 December 31, 2020.
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): December 30, 2020
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)) |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Shares | | ALRT | | NONE |
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 Expiration Date
Pursuant to its Registration Statement on Form S-1 (Registration No. 333-249835) and Prospectus dated December 4, 2020, as amended and supplemented, ALR Technologies Inc. (“we”, “us”, “our”, and the “Company”) has distributed, at no charge to our stockholders, non-transferable subscription rights to purchase up to an aggregate of 127,522,227 shares of our common stock, $0.001 par value per share (the “Rights Offering”).
On December 30, 2020, the board of directors of the Company approved an extension of the Rights Offering until January 22, 2021, in order to accommodate delays in the mailing of offering materials resulting from the holiday season. Any Subscription Rights that are not exercised prior to 5:00 p.m., Eastern Time, on the January 22, 2021 (the “Expiration Date”) will expire, have no value and cease to be exercisable for shares of Common Stock.
The Company has incorporated into this Current Report on Form 8-K (as exhibits 99.1 through 99.8) revised offering materials which reflect the new Expiration Date. New offering materials will not be mailed to the registered and beneficial holders of record on the record date of the Rights Offering, however previously distributed materials will be accepted and honored on their terms until 5:00 p.m., Eastern Time on January 22, 2021. In addition, Notices of Guaranteed delivery will be accepted by the subscription agent until 5 pm Eastern Time on January 26, 2021, being the second business day following the Expiration Date.
Shareholders or their representatives may obtain additional information regarding the Rights Offering by contacting the Company’s information agent, Pacific Stock Transfer Company, toll free at (800)785-7782, by email at info@pacificstocktransfer.com, or by mail at 6725 Via Austi Pkwy Suite 300, Las Vegas, NV 89119, United States.
Rights Offering Documents
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
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: December 31, 2020
ALR TECHNOLOGIES INC.
| /s/ Sidney Chan | |
| Sidney Chan | |
Chief Executive Officer and Chairman of the Board of Directors | |
.
