8-K

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 8, 2022 (September 6, 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On September 6, 2022, ALR Technologies SG Pte. Ltd. (“ALR Singapore”), an affiliate of ALR Technologies Inc. (the “Company” or “ALRT”), entered into a loan agreement with Kan Wan Chen Pte. Ltd., a Singapore private company limited by shares (“KWC”), whereby KWC has agreed to advance ALR Singapore two million five hundred thousand (S$2,500,000) Singapore dollars (the “Principal”) to launch the GluCurve Pet CGM, provide working capital to ALRT and ALR Singapore and for general corporate purposes (the “Loan Agreement”).

Under the terms of the Loan Agreement:

a. ALR Singapore may receive additional advances under the Loan Agreement upon request, subject to the approval of KWC, such advances to be considered an increase of the Principal thereunder.

b. ALR Singapore may repay the Principal at any time prior to the launch of the DX GluCurve Pet CGM, in whole or in part, at ALR Singapore’s option with a payment equal to 120% of the Principal owing. Any Principal redeemed prior to the launch of the DX GluCurve Pet CGM will not be subject to the royalty payment described below.

c. ALR Singapore is obligated to pay KWC US$10 from the sale of each unit of GluCurve Pet CGM sensors sold to its distributor, which will be accounted for as follows:

i. US$5 as a reduction in the Principal balance owing to KWC; and

ii. US$5 as a royalty payment to compensate KWC for the cost of borrowing the Principal.

d. Once the Principal amount is repaid in full, the loan will be extinguished and there will be no further amounts owed by the Company to KWC under the Loan Agreement.

e. The Loan is scheduled to mature on March 31, 2024, at which time, an amount equal to 120% of the Principal then outstanding will be due and payable to KWC.

f. ALRT, ALR Singapore, as well as certain of their respective subsidiaries and/or affiliates are obligated to grant KWC a general security interest in their respective assets.

Ms. Christine Kan is a director and significant shareholder of KWC. Ms. Kan is a director of ALR Singapore, the V.P. Corporate Development of ALR Singapore, an insider of the Company and the spouse of Mr. Sidney Chan, CEO of ALR Singapore and ALRT.

The foregoing description of the Loan Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Loan Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

ITEM 9.01                      EXHIBITS AND FINANCIAL STATEMENTS.

Exhibit	Document Description
10.1	Loan Agreement between Kan Wan Chan Holdings Pte. Ltd. and ALR Technologies SG Pte. Ltd. dated September 6, 2022

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 this 8th day of September 2022.
	ALR TECHNOLOGIES INC.
	By:	/s/ Sidney Chan
		Sidney Chan
		Chief Executive Officer and Chairman of the Board of Directors

EX-99.1

 Exhibit 99.1

         [***] = Certain information has been excluded from this exhibit because it (i) is not material and (ii) would be competitively harmful if publicly disclosed.

LOAN AGREEMENT

THIS LOAN AGREEMENT is made and entered into this 6th day of September, 2022.

BETWEEN:

ALR TECHNOLOGIES SG PTE. LTD.
of 80 Robinson Road, #02-00, Singapore 068898

(hereinafter known as “ALRT” or the “Borrower”)

AND

KAN WAN CHEN PTE. LTD.

of [***]

(hereinafter known as “Lender”)

(hereinafter referred to individually as a “Party” and together as “the Parties”).

WHEREAS:

A. ALRT received advances of S$500,000 on July 14, 2022 (the “Initial Advance”), S$1,000,000 on August 15, 2022 (the “Second Advance”) and S$1,000,000 on August 30, 2022 (the “Third Advance”) from the Lender;

B. ALRT may wish to borrow additional amounts from the Lender to commercialize the GluCurve Pet CGM, for working capital purposes and fund its operations, and

C. The Lender may wish to advance additional amounts to ALRT on the conditions outlined herein.

NOW THEREFORE, for valuable consideration received, the Parties agree as follows:

1.                  Principal Advances. The Borrower may request advances (the “Principal”) from the Lender, in writing, as it requires from time to time for the purpose of commercializing the GluCurve CGM, clinical trials for the Diabetes Solution for human health, working capital and general corporate purposes. Amounts advanced by the Lender to the Borrower hereunder are considered Principal. Each of the Initial Advance, the Second Advance and the Third Advance are incorporated into the Principal amount borrowed by the Borrower from the Lender.

2.                  Maturity Date. The principal amount owing under this Loan Agreement will be due on March 31, 2024. Any amount due on maturity will equal 120% of the principal amount outstanding, where the additional 20% represents a bonus in lieu of any interest or other amounts.

3.                  Repayment Terms. Amounts advanced will be repayable based on the sales receipts collected of the GluCurve Pet CGM. For each GluCurve Pet CGM unit sold by ALRT, ALRT will pay US$10 to the Lender which will be accounted for as follows:

a. US$5 payback of Principal owing to the Lender

b. US$5 royalty payment

Amounts will be repaid by ALRT to the Lender on a monthly basis, within 30 days following the completion of the month in which the GluCurve Pet CGM unit was sold.

4.                  Redemption. The Borrower may redeem the Principal at any time prior to the launch of the DX GluCurve Pet CGM, targeted for July 1, 2023. The Principal may be redeemed in whole or in part, at the Company’s option with a payment equal to 120% of the Principal amount owing. Any Principal redeemed prior to July 1, 2023 will not be subject to the royalty payments under provision 3.

5.                  Security. The Borrower hereby pledges and charges to the Lender, and grants to the Lender:

a. [***], and

b. a general security interest in and to all of the Borrower’s present and after-acquired assets, pari passu to existing general security interests issued by the Company to Sidney Chan and Christine Kan.

6.                  Reporting. Along with the payment each month, ALRT will provide the Lender with a statement indicating:

· A reconciliation of the balance of principal owing including

o the previous months’ ending balance

o amounts borrowed pursuant to this Loan Agreement

o amounts repaid

o the amount outstanding at the end of the month completed

· The number of units of GluCurve CGM Sold to its Distributor

· The calculation for the amount of the royalty to be remitted.

7.                  Confidentiality.

a. For purposes hereof, “Confidential Information” means all documents, software, reports, data, records, forms, tools, products, services, methodologies, present and future research, technical knowledge, marketing plans, trade secrets, and other materials obtained by a Party from the other in the course of this Loan Agreement, whether tangible or intangible and whether or not stored, compiled, or stored physically, electronically, graphically, in writing, or by any means now known or later invented. Confidential Information includes but is not restricted to records and information (i) that has been marked as proprietary or confidential; (ii) whose confidential nature has been made known by either Party; or (iii) that due to its character and nature, a reasonable person under like circumstances would treat as confidential. Notwithstanding the foregoing, Confidential Information does not include information which: (i) is already known to the recipient at the time of disclosure; (ii) is or becomes publicly known through no wrongful act or failure of recipient; (iii) is independently developed by recipient without benefit of the other Party’s Confidential Information; or (iv) is received from a third party which is not under and does not thereby breach an obligation of confidentiality.

b. Lender agrees to protect ALRT’s Confidential Information at all times and in the same manner as each protects the confidentiality of its own proprietary and confidential materials, but in no event with less than a reasonable standard of care. Lender shall not, except with respect to those of its employees with a need to know under this Loan Agreement, use or disclose to any person, firm or entity any Confidential Information of the ALRT without ALRT’s express, prior written permission during the Term and for a period of three years thereafter; provided, however, that notwithstanding the foregoing, Lender may disclose Confidential Information of ALRT to the extent that it is required to be disclosed pursuant to a statutory or regulatory provision or court order.

8.                  Default. This Loan Agreement shall be in default by the Borrower in the event the Borrower (i) fails to pay the principal and interest when due hereunder; (ii) becomes bankrupt or insolvent; (iii) seeks creditor protection; makes a proposal to its creditors; makes a general assignment for the benefit of its creditors; or if a bankruptcy petition or receiving order is filed or made against it; or (iv) fails to maintain its existence; takes any proceedings in respect of liquidation of its assets; or if an order is made or a resolution passed or a petition is filed for its winding-up.

9.                  Costs of Collection. If any default occurs on any payment due under this Loan Agreement, the Borrower promises to pay all costs and expenses, including reasonable legal fees, incurred by Lender in collecting or attempting to collect the indebtedness under this Loan Agreement, whether or not any action or proceeding is commenced. None of the provisions hereof and none of Lender’s rights or remedies hereunder on account of any past or future defaults shall be deemed to have been waived by Lender’s acceptance of any past due installments or by any indulgence granted by Lender to Borrower.

10.              Waiver of Notices. Borrower waives presentment, protest, demand, notice of protest, notice of dishonor or non-payment of this Loan Agreement, and any and all other notices or matters of a like nature, and agrees that it shall remain liable for all amounts due hereunder notwithstanding any extension of time or change in the terms of payment of this Loan Agreement or any delay or failure by Lender to exercise any rights hereunder.

11.              Waiver or Modification. No waiver or modification of any of the terms of this Loan Agreement shall be valid or binding unless set forth in writing specifically referring to this Loan Agreement and signed by the Lender and Borrower, and then only to the extent specifically set forth therein.

12.              Governing Law. This Loan Agreement shall be governed by and construed in accordance with the laws of Singapore.

13.              Dispute Resolution. The parties agree that any dispute, controversy or claim arising out of or in connection with this Loan Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules (“SIAC Rules”) of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Section 10. The parties agree that any arbitration commenced pursuant to this Section 10 shall be conducted in accordance with the expedited procedure set out in Rule 5.2 of the SIAC Rules. The seat of the arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator.

14.              Definitive Agreement. This Loan Agreement constitutes the entire agreement of the Parties on the subject hereof and supersedes all prior understandings and instruments on such subject. This Loan Agreement may not be modified other than by a written instrument executed by duly authorized representatives of the Parties. There are no representations, warranties, conditions, terms or collateral agreements, express, implied or statutory, between the Parties related to the subject matter of this Loan Agreement except as expressly contemplated in this Loan Agreement.

15.              Further Assurances. Each Party will at all times after the execution of this Loan Agreement, at the request of the other Party, but without further consideration, do all such further acts, and execute and deliver all such further documents and instruments as the other Party may reasonably request in order to fully perform and carry out the terms and intent of this Loan Agreement.

16.              Severability. In the event that any term or provision of this Loan Agreement shall be held to be invalid, void or unenforceable, then the remainder of this Loan Agreement shall not be affected, impaired or invalidated, and each such other term and provision of this Loan Agreement shall be valid and enforceable to the fullest extent permitted by law.

17.              Headings. The division of this Loan Agreement and the recitals and headings are for convenience of reference only and will not affect the construction or interpretation hereof.

18.              Notice. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person or by registered or certified mail (postage prepaid, return receipt requested) and by email to the respective Parties at the following addresses (or at such other address as notified by the respective Parties in advance):

If to ALRT:

Address:	80 Robinson Road, #02-00, Singapore 068898
Attention:	Mr. Sidney Chan
Email Address:	sidney.chan@alrt.com
Telephone:	[***]

With a copy to

Attention: Ben Szeto

Email Address: ben.szeto@alrt.com

If to KAN WAN CHEN PTE. LTD.

Attention:	Mrs. Christine Kan
Address:	[***]
Email Address:	[***]
Telephone:	[***]

19.              Binding Effect. This Loan Agreement enures to the benefit of and binds the parties’ respective successors and permitted assigns.

20.              Costs. All fees, costs and expenses incurred in connection with this Loan Agreement and the transactions contemplated hereby shall be paid by the Party incurring such fees, costs or expenses.

21.              Execution. This Loan Agreement may be executed in counterparts, which together shall be considered one and the same agreement and each of which shall be deemed an original. Counterparts may be executed and delivered by facsimile, electronic mail or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this Loan Agreement by their authorized representatives as of the date first written above.

ALR TECHNOLOGIES SG PTE. LTD.

By: /s/ Sidney Chan

Name: Sidney Chan

Title: Chairman and CEO  

KAN WAN CHEN PTE. LTD.

By: /s/ Kan Soong Tuck

Name: Kan Soong Tuck

Title: Director

XML

Cover	Sep. 06, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 06, 2022
Entity File Number	000-30414
Entity Registrant Name	ALR TECHNOLOGIES INC.
Entity Central Index Key	0001087022
Entity Tax Identification Number	88-0225807
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	7400 Beaufont Springs Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23225
City Area Code	(804)
Local Phone Number	554-3500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares
Trading Symbol	ALRT
Entity Emerging Growth Company	false