0001002014-13-000056.txt : 20130207 0001002014-13-000056.hdr.sgml : 20130207 20130207172756 ACCESSION NUMBER: 0001002014-13-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130206 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130207 DATE AS OF CHANGE: 20130207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALR TECHNOLOGIES INC. CENTRAL INDEX KEY: 0001087022 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 880225807 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30414 FILM NUMBER: 13583494 BUSINESS ADDRESS: STREET 1: 7400 BEAUFONT SPRINGS DRIVE STREET 2: SUITE 300 CITY: RICHMOND STATE: VA ZIP: 23225 BUSINESS PHONE: (804) 554-3500 MAIL ADDRESS: STREET 1: 7400 BEAUFONT SPRINGS DRIVE STREET 2: SUITE 300 CITY: RICHMOND STATE: VA ZIP: 23225 FORMER COMPANY: FORMER CONFORMED NAME: ALR TECHNOLOGIES INC DATE OF NAME CHANGE: 19990524 8-K 1 alrt8k-2062013.htm ALR TECHNOLOGIES INC. FORM 8-K (1/28/2013). alrt8k-2062013.htm






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)
February 6, 2013 (January 28, 2013)

ALR TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation)

000-30414
(Commission File 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)

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 (see General Instruction A.2. below):

[   ]
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))





 
 

 

ITEM 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On January 28, 2013, we issued options to acquire 2,300,000 shares of our common stock at an exercise price of $0.05 per share to expire on January 27, 2018 to the following individuals:

Grantee
Number of Shares to be Received Upon Exercise of Options
Dr. Kent Stoneking
500,000
Ms. Barbara Dubiel
300,000
Mr. Barrett D. Ehrlich
100,000
Mr. Andrew Klips
300,000
Mr. Steven Brassard
300,000
Mr. Mark Geoffrey Uy
200,000
Mr. Johnny Tlardera
200,000
Mr. John Lester Tolentino
200,000
Mr. Norbert Ricafranca
200,000

On January 29, 2013, Mr. Sidney Chan and the Company executed an amending agreement, effective January 8, 2013, whereby Mr. Chan increased the borrowing limit of the line of credit he has provided to the Company from $2,500,000 to $4,000,000. All other terms and conditions of the amended credit agreement remain in force and unaltered. Mr. Chan and the Company had previously entered into an agreement on March 6, 2011, which was subsequently amended by further agreements dated October 24, 2011 and June 15, 2012, whereby Mr. Chan agreed to make available to the Company a credit line equal to $2,500,000 for the Company’s corporate purposes. Under the terms of the arrangement, the amount borrowed by the Company bears simple interest at a rate of 1% per month. The amount borrowed is secured by a general security agreement over the assets of the Company and is due on demand.

In consideration of Mr. Chan making available the additional loan of $1,500,000 to the Company, the Company hereby:

a)  
agrees to reduce the exercise price of the 35,725,000 shares of common stock under option to the Mr. Chan from $0.07 to $0.05;
b)  
grants Mr. Chan the right and option to purchase an additional 14,275,000 shares of common stock at an exercise price of $0.05 until December 28, 2017, and
c)  
grants Mr. Chan the right and option to purchase, an additional 50,000,000 shares of common stock at a price of $0.03 per share until December 28, 2017.

Mr. Chan is the Chairman of the Board of Directors and Chief Executive Officer of the Company.

ITEM 2.03
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On January 29, 2013, Mr. Sidney Chan and the Company executed an amending agreement, effective January 8, 2013, whereby Mr. Chan increased the borrowing limit of the line of credit he has provided to the Company from $2,500,000 to $4,000,000. All other terms and conditions of the amended credit agreement remain in force and unaltered. Mr. Chan and the Company had previously entered into an agreement on March 6, 2011, which was subsequently amended by further agreements dated October 24, 2011 and June 15, 2012, whereby Mr. Chan agreed to make available to the Company a credit line equal to $2,500,000 for the Company’s corporate purposes. Under the terms of the arrangement, the amount borrowed by the Company bears simple interest at a rate of 1% per month. The amount borrowed is secured by a general security agreement over the assets of the Company and is due on demand.

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In consideration of Mr. Chan making available the additional loan of $1,500,000 to the Company, the Company hereby:

a)  
agrees to reduce the exercise price of the 35,725,000 shares of common stock under option to the Mr. Chan from $0.07 to $0.05;
b)  
grants Mr. Chan the right and option to purchase an additional 14,275,000 shares of common stock at an exercise price of $0.05 until December 28, 2017, and
c)  
grants Mr. Chan the right and option to purchase, an additional 50,000,000 shares of common stock at a price of $0.03 per share until December 28, 2017.

Mr. Chan is the Chairman of the Board of Directors and Chief Executive Officer of the Company.


ITEM 9.01       FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit
Document
 
 
10.1
Amended Credit Agreement with Sidney Chan (1/8/2013).






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 this 6th day of February, 2013.

 
ALR TECHNOLOGIES INC.
   
 
BY:
SIDNEY CHAN
   
Sidney Chan
   
Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary, Treasurer and Director






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EX-10.1 2 exh10-1.htm AMENDED CREDIT AGREEMENT WITH SIDNEY CHAN. exh10-1.htm
Exhibit 10.1


THIS AMENDING AGREEMENT dated as of the 8th day of January, 2013

BETWEEN:

SIDNEY CHAN (herein called the “Lender”)
of 23H Block III Riviera Garden
Tsuen Wan, New Territories
Hong Kong

AND:

ALR TECHNOLOGIES INC. (herein called the “Company”)
of 7400 Beaufont Springs Drive
Suite 300
Richmond, Virginia   23225


WITNESSES THAT WHEREAS:

A.
The Lender and the Company entered into an agreement on March 6, 2011 as amended by further agreements dated October 24, 2011 and June 15, 2012 (the “Amended Credit Agreement”) whereby the Lender agreed to make available to the Company a credit line equal to $2,500,000 for the Company’s corporate purposes;

B.
Under the concurrent agreement between the Lender and the Company dated March 6, 2011 (the “Option Agreement”) the Company granted to the Lender, in consideration of the Lender making available the $2,500,000 credit line, options to purchase 20,000,000 shares at an exercise price of $0.125 per share, until March 6, 2016, such that the aggregate of advances under the credit line would be equal to the aggregate exercise price of the 20,000,000 shares under option;

C.
Pursuant to the Amended Credit Agreement the Option Agreement was amended by (i) reducing the exercise price of the 20,000,000 options from $0.125 to $0.07 and (ii) granting options to the Lender to purchase an additional 15,725,000 shares until March 6, 2016, such that the aggregate advances under the credit line would continue to be equal to the aggregate exercise price of the 35,725,000 shares under option; and

D.
On December 28, 2012 the Company’s Board of Directors approved the grant of new incentive options at an exercise price of and to reduce the exercise price of certain outstanding options to, $0.05 and further agreed with the Lender, in part consideration of the increased credit line referred to in Recital E, to further amend the Option Agreement:

 
a)
by reducing the exercise price of the Lender’s options to purchase 35,725,000 shares from $0.07 to $0.05 per share; and



 
 

 
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b)
granting to the Lender options to purchase an additional 14,275,000 shares at an exercise price of $0.05 per share until March 6, 2016

E.
Such that the aggregate of advances under the line of credit would be equal to the aggregate exercise price of the 50,000,000 shares under option.

The Lender and the Company have agreed to further amend:

 
i.
the Amended Credit Agreement by the Lender increasing the borrowing limit of the line of credit by a further $1,500,000 to a total of $4,000,000; and

 
ii.
the Option Agreement by the Company, in consideration of the increase of the borrowing limit of the line of credit granting to the Lender options to purchase a further 50,000,000 shares of the Company at a price of $0.03 per share until December 28, 2017; and

F.
The Company and the Lender have agreed to enter into this agreement in order to give effect to the foregoing:

NOW THEREFORE IT IS AGREED AS FOLLOWS:

1.
At such time as the Company shall have drawn down the full amount of $2,500,000 under the Amended Credit Agreement, the Lender agrees to lend to the Company a further sum of up to $1,500,000 as and when required by the Company but subject to the same terms and conditions, including interest on amounts outstanding from time to time, as contained in the Amended Credit Agreement.

2.
In consideration of the Lender making available the additional loan of $1,500,000 to the Company, the Company hereby:

 
a)
agrees to reduce the exercise price of the 35,725,000 shares of common stock under option to the Lender as at the date hereof from $0.07 to $0.05 and grants to the Lender from and after the date hereof until December 28, 2017, the right and option to purchase an additional 14,275,000 shares of common stock at an exercise price of $0.05; and

 
b)
grants to the Lender the right and option to purchase, from and after the date hereof until December 28, 2017, an additional 50,000,000 shares of common stock at a price of $0.03 per share.

3.
Except as amended by this Agreement, all other terms and conditions of the Amended Credit Agreement and the Option Agreement shall remain in force and unaltered.

4.
This Amending Agreement may be signed in as many counterparts as may be necessary and delivered by facsimile or electronic transmission.





 
 

 
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IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT the       day of January 2013.

 
ALR TECHNOLOGIES INC.
   
SIDNEY CHAN
KENNETH RUBULAK
Mr. Sidney Chan
Name       Kenneth Rubulak
   
 
Capacity   Director
   
   
   
 
ALFONSO SALAS
 
Name       Alfonso Salas
   
 
Capacity   Director