Prospectus Supplement No. 1 (To Prospectus Dated January 18, 2022) | Filed Pursuant to Rule 424(b)(3) Registration No.333-249835 |
ALR TECHNOLOGIES INC.
Up to 101,025,592 Shares of Common Stock
Issuable Upon the Exercise of Rights to Subscribe for such Shares at $0.05 per Share
This prospectus supplement (this “Prospectus Supplement”) filed by ALR Technologies Inc. (“we”, “us”, “our”, and the “Company”) updates and supplements the Company’s prospectus dated January 18, 2022 (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 January 18, 2022 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this Prospectus Supplement.
Pursuant to the Prospectus, we are distributing, at no charge to our stockholders, non-transferable subscription rights to purchase up to an aggregate of 101,025,592 shares of our common stock, $0.001 par value per share. The record date and the expiration date of the rights offering are December 11, 2020 and February 28, 2022 respectively. Accordingly, in the rights offering, each shareholder of record as of 5:00 p.m. Eastern Time, December 11, 2020 (the “Record Date”), will receive one (1) non-transferable subscription right (a “Subscription Right”) for each share of common stock held by them on the Record Date. Each Subscription Right entitles the holder to purchase one share of Common Stock at a subscription price of $0.05 per share. Any Subscription Rights that are not exercised prior to 5:00 p.m., Eastern Time, on February 28, 2022 (the “Expiration Date”) will expire, have no value and cease to be exercisable for shares of Common Stock. The original Expiration Date indicated in the Prospectus was February 18, 2022, however the Company has elected to extend such date to February 28, 2022. There is no over-subscription privilege: management may, at its discretion, allocate unexercised subscription rights to non-shareholders within 150 days following the expiration date of the offering. Subscription rights may only be exercised in whole numbers; we will not issue fractional shares and will round all of the subscription rights down to the nearest whole number.
Accordingly, this Supplement No. 1 amends and supplements the Prospectus to reflect the Record Date and amended Expiration Date, and of incidental information contained in the Prospectus related to the Record Date and the Expiration Date. The complete text of the Prospectus, as amended and supplemented, is restated in this Supplement No. 1. Any information that is modified or superseded in the Prospectus shall not be deemed to constitute a part of the Prospectus, except as so modified or superseded by this Supplement No. 1. We may further amend or supplement the Prospectus from time to time by filing additional amendments or supplements as required. You should read the entire Prospectus and any amendments or supplements carefully before you make an investment decision.
The Company’s common stock is quoted on the OTC Markets quotation system under the symbol “ALRT.” On January 20, 2022, the closing sale price of the Company’s common stock was $0.05 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 January 21, 2022.
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): January 19, 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.) |
708-7400 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 | | OTC US |
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 Record Date and Expiration Date
On January 18, 2022 ALR Technologies Inc. (“we”, “us”, “our”, and the “Company”) filed a prospectus dated January 18, 2022 (the “Prospectus”), which forms a part of our post-effective amended Registration Statement on Form S-1, as amended (Registration No. 333-249835). Pursuant to the Prospectus, we are distributing, at no charge to our stockholders, non-transferable subscription rights to purchase up to an aggregate of 101,025,592 shares of our common stock, $0.001 par value per share. The record date and the expiration date of the rights offering are December 11, 2020 and February 28, 2022, respectively. Therefore, in the rights offering, each shareholder of record as of 5:00 p.m. Eastern Time, December 11, 2020 (the “Record Date”), will receive one (1) non-transferable subscription right (a “Subscription Right”) for each share of common stock held by them on the Record Date. The original Expiration Date indicated in the Prospectus was February 18, 2022, however the Company has elected to extend such date to February 28, 2022. Each Subscription Right entitles the holder to purchase one share of Common Stock at a subscription price of $0.05 per share. Any Subscription Rights that are not exercised prior to 5:00 p.m., Eastern Time, on the February 28, 2022 (the “Expiration Date”) will expire, have no value and cease to be exercisable for shares of Common Stock. There is no over-subscription privilege: management may, at its discretion, allocate unexercised subscription rights to non-shareholders within 150 days following the expiration date of the offering. Subscription rights may only be exercised in whole numbers; we will not issue fractional shares and will round all of the subscription rights down to the nearest whole number.
Rights Offering Documents
The Company has incorporated into this Current Report on Form 8-K (as exhibits 99.1 through 99.8) the supporting documents accompanying the Prospectus which will be distributed (as applicable) to the registered and beneficial holders of record on the Record Date.
| 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: January 21, 2022.
ALR TECHNOLOGIES INC.
| /s/ Sidney Chan | |
| Sidney Chan | |
Chief Executive Officer and Chairman of the Board of Directors | |
