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 9, 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.) |
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. ☐
ITEM 8.01 | OTHER ITEMS |
Modification of Rights Offering Record Date and Expiration Date
On December 4, 2020 ALR Technologies Inc. (“we”, “us”, “our”, and the “Company”) filed a 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). Pursuant to the Prospectus, we are distributing, 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. On December 9, 2020, the Company modified the record date and the expiration date of the rights offering to December 11, 2020 and January 8, 2021, respectively, in order to accommodate administrative requirements. Therefore, in the rights offering, each shareholders 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 the January 8. 2021 (the “Expiration Date”) will expire, have no value and cease to be exercisable for shares of Common Stock.
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: December 10, 2020
ALR TECHNOLOGIES, INC.
/s/ Sidney Chan | |
Sidney Chan | |
Chief Executive Officer and Chairman of the Board of Directors |
LETTER TO SHAREHOLDERS WHO ARE RECORD HOLDERS OF
ALR TECHNOLOGIES INC.
Up To 127,522,227 Shares of Common Stock
Issuable Upon the Exercise of Subscription Rights
December 11, 2020
Dear Shareholder:
This notice is being distributed by ALR Technologies Inc. (the “Company”) to all holders of record (the “Record Holders”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), as of 5:00 p.m., Eastern Time, on December 11, 2020 (the “Record Date”), in connection with the distribution in a rights offering (the “Rights Offering”), at no charge, of non-transferable subscription rights (the “Subscription Right(s)”) to subscribe for and purchase shares of Common Stock at a subscription price of $0.05 per share (the “Subscription Price”). The Rights are described in the accompanying Prospectus, dated December 4, 2020 (the “Prospectus”).
In the Rights Offering, up to an aggregate of 127,522,227 shares of Common Stock are being offered pursuant to the Prospectus. The Rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on January 8, 2021 (the “Expiration Date”), unless you have used the guaranteed delivery procedures described in the Prospectus. Any Rights that are not exercised prior to 5:00 p.m., Eastern Time, on the Expiration Date will expire, have no value and cease to be exercisable for shares of Common Stock.
As described in the Prospectus, each Record Holder will receive one (1) Subscription Right for each share of Common Stock owned of record as of 5:00 p.m., Eastern Time, on the Record Date. Each Subscription Right gives the holder thereof the right to purchase from the Company one (1) share of Common Stock at the Subscription Price of $0.05 per share. The Company will not issue fractional shares or cash in lieu of fractional shares in the Rights Offering. Instead, fractional shares resulting from the exercise of Subscription Rights will be eliminated by rounding down to the nearest whole share. As an example, if you owned 100 shares of Common Stock, you would receive 100 Subscription Rights that would entitle you to purchase 100 shares of Common Stock for $0.05 per share.
The Rights Offering does not contain an over-subscription privilege. The Company may allocate unexercised Subscription Rights at its discretion within 90 days following the Expiration Date. Any shareholder having fully exercised its Subscription Rights and wishing to receive an allocation of unexercised Subscription Rights may express interest by contacting the Company at contact@alrt.com using the subject line “Unexercised Subscription Rights”.
You will be required to submit payment in full of the aggregate Subscription Price for all of the shares of Common Stock for which you have subscribed pursuant to the exercise of the Subscription Right to Pacific Stock Transfer Company, the subscription agent for the Rights Offering (the “Subscription Agent”), by no later than 5:00 p.m., Eastern Time, on the Expiration Date. Your payment of the aggregate Subscription Price must be made in U.S. dollars for the full number of shares of Common Stock for which you have subscribed in the Rights Offering by personal check (certified or uncertified), bank draft, or money order (drawn upon a United States bank) payable to the Subscription Agent at the address set forth below. Payment may also be made by wire transfer. Please contact the Subscription Agent for wire transfer instructions. In order for your Rights to be properly and timely exercised, payment in full for the aggregate Subscription Price for all of the shares for which you have subscribed in the Rights Offering, including final clearance of any uncertified personal checks, must be received by the Subscription Agent before 5:00 p.m., Eastern Time, on the Expiration Date. Please be aware that funds paid by personal check may take at least five (5) business days to clear.
If you submit a subscription payment that is insufficient to purchase the total number of shares of Common Stock for which you subscribed, or if the number of shares you requested is not specified in the subscription documents, the payment received will be applied to exercise your Rights to the fullest extent possible based on the amount of the payment received, subject to the elimination of fractional shares, if applicable.
If you submit a subscription payment that exceeds the amount necessary to purchase the number of shares of Common Stock for which you subscribed, then the excess amount will be returned to you by the Subscription Agent, without interest or penalty, as soon as practicable following the Expiration Date.
The Rights are evidenced by subscription rights certificates (the “Subscription Rights Certificates”). Your Rights are non-transferable, meaning that you may not sell, transfer or assign your Subscription Rights Certificate to anyone else.
Enclosed are copies of the following documents:
1. | Prospectus; | |
2. | Subscription Rights Certificate; | |
3. | Instructions for Use of Subscription Rights Certificate; | |
4. | Form of Notice of Guaranteed Delivery; | |
5. | Form of Notice of Important Tax Information; and | |
6. | Return envelope addressed to the Subscription Agent. |
Your prompt action is requested if you intend to participate in the Rights Offering. As described in the Prospectus, to exercise your Rights, you must properly complete and duly execute your Subscription Rights Certificate and forward it, together with payment in full of the aggregate Subscription Price for all of the shares for which you have subscribed pursuant to the Basic Subscription Right and the Over- Subscription Privilege, to the Subscription Agent. Do not send the Subscription Rights Certificate or payment to the Company.
Your properly completed and duly executed Subscription Rights Certificate, accompanied by full payment of the aggregate Subscription Price, must be received by the Subscription Agent before 5:00 p.m., Eastern Time, on the Expiration Date. Once you have exercised your Rights, you may not cancel, revoke or otherwise amend the exercise of your Rights. Any Rights that are not exercised prior to 5:00 p.m., Eastern Time, on the Expiration Date will expire, have no value and cease to be exercisable for shares of Common Stock, and you will have no further rights under them.
Additional copies of the enclosed materials may be obtained from 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.
Very truly yours,
ALR TECHNOLOGIES INC.
“Sidney Chan”
Sidney Chan
Chairman and Chief Executive Officer
NOTHING IN THE PROSPECTUS OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF ALR TECHNOLOGIES INC., THE SUBSCRIPTION AGENT, THE INFORMATION AGENT OR ANY OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE SECURITIES ISSUABLE UPON VALID EXERCISE OF THE SUBSCRIPTION RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE RIGHTS OFFERING EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS.
LETTER TO NOMINEE HOLDERS
WHOSE CLIENTS ARE BENEFICIAL HOLDERS
OF ALR TECHNOLOGIES INC.
Up To 127,522,227 Shares of Common Stock
Issuable Upon the Exercise of Subscription Rights
December 11, 2020
Dear Shareholder:
This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the distribution by ALR Technologies Inc. (the “Company”) to the holders of record (the “Record Holders”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), as of 5:00 p.m., Eastern Time, on December 11, 2020 (the “Record Date”), in connection with the distribution in a rights offering (the “Rights Offering”), at no charge, of non-transferable subscription rights (the “Subscription Right(s)”) to subscribe for and purchase shares of Common Stock at a subscription price of $0.05 per share (the “Subscription Price”). The Subscription Rights are described in the accompanying Prospectus, dated December 4, 2020 (the “Prospectus”).
In the Rights Offering, up to an aggregate of 127,522,227 shares of Common Stock are being offered pursuant to the Prospectus. The Subscription Rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on January 8, 2021 (the “Expiration Date”), unless you have used the guaranteed delivery procedures described in the Prospectus. Any Subscription Rights that are not exercised prior to 5:00 p.m., Eastern Time, on the Expiration Date will expire, have no value and cease to be exercisable for shares of Common Stock.
As described in the Prospectus, each Record Holder will receive one (1) Subscription Right for each share of Common Stock owned of record as of 5:00 p.m., Eastern Time, on the Record Date. Each Subscription Right gives the holder thereof the right to purchase from the Company one (1) share of Common Stock at the Subscription Price of $0.05 per share. The Company will not issue fractional shares or cash in lieu of fractional shares in the Rights Offering. Instead, fractional shares resulting from the exercise of Subscription Rights will be eliminated by rounding down to the nearest whole share. As an example, if you owned 100 shares of Common Stock, you would receive 100 Subscription Rights that would entitle you to purchase 100 shares of Common Stock for $0.05 per share.
The Rights Offering does not contain an over-subscription privilege. The Company may allocate unexercised Subscription Rights at its discretion within 90 days following the Expiration Date. Any shareholder having fully exercised its Subscription Rights and wishing to receive an allocation of unexercised Subscription Rights may express interest by contacting the Company at contact@alrt.com using the subject line “Unexercised Subscription Rights”.
You will not receive certificates evidencing the Subscription Rights for which you are the Nominee Holder. Rather, your Subscription Rights will be credited to your account electronically through the Depository Trust Company (“DTC”). All Subscription Rights are non-transferable, meaning that you may not sell, transfer or assign your Subscription Rights to anyone else.
We are asking (i) persons who beneficially own shares of Common Stock and have received the Subscription Rights distributable with respect to those shares through a broker, dealer, commercial bank, trust company or other nominee and (ii) Record Holders who prefer to have such institutions effect transactions relating to the Rights on their behalf, to contact the appropriate institution or nominee and request it to effect the transactions for them. In addition, we are asking beneficial owners who hold their Subscription Rights through a broker, dealer, commercial bank, trust company or other nominee who wish to obtain a separate Subscription Rights Certificate to contact the appropriate nominee as soon as possible and request that a separate Subscription Rights Certificate be issued.
Please notify, as soon as possible, any beneficial owners of Common Stock of the Rights Offering and the procedures and deadlines that must be followed to exercise their Subscription Rights.
Any commissions, fees, taxes or other expenses will be for the account of the holder of the Subscription Rights, and none of such commissions, fees, taxes or expenses will be paid by the Company or by Pacific Stock Transfer Company, the subscription agent for the Rights Offering (the “Subscription Agent”). The Company will pay all reasonable fees charged by the Subscription Agent.
Enclosed are copies of the following documents:
1. | Prospectus; | |
2. | Instructions for Use of Subscription Rights Certificates; | |
3. | Form of Letter to Clients of Nominee Holders (which may be sent to your clients for whose accounts you hold shares of Common Stock); | |
4. | Form of Beneficial Holder Election Form; | |
5. | Form of Nominee Holder Election Form. |
Your prompt action is requested. As described further in the Prospectus, to exercise the Rights, you must deliver the properly completed and duly executed Nominee Holder Election Form and payment in full of the aggregate Subscription Price that is required for all of the shares subscribed for pursuant to the Subscription Right, to the Subscription Agent. Do not send the Nominee Holder Election Form or payment to the Company.
The properly completed and duly executed Nominee Holder Election Form, accompanied by full payment of the aggregate Subscription Price, must be received by the Subscription Agent before 5:00 p.m., Eastern Time, on the Expiration Date. Failure to return the properly completed Nominee Holder Election Form with the correct and complete payment will result in your not being able to exercise the Subscription Rights held in your name on behalf of yourself or other beneficial owners.
All exercises of subscription rights are irrevocable. Rights not exercised before 5:00 p.m., Eastern Time, on the Expiration Date will expire, have no value and cease to be exercisable for shares of Common Stock.
Payment to the information agent can be made by wire transfer, personal check (certified or uncertified), bank draft or money order payable at par (without deduction for bank service charges or otherwise), as outlined in the prospectus. Please contact the information agent as noted in the following paragraph for wire transfer instructions.
Additional copies of the enclosed materials may be obtained from the Company’s information agent, Pacific Stock Transfer Company, toll free at (800)785-7782, email at info@pacificstocktransfer.com, or by mail at 6725 Via Austi Pkwy Suite 300, Las Vegas, NV 89119, United States.
Very truly yours,
ALR TECHNOLOGIES INC.
“Sidney Chan”
Sidney Chan
Chairman and Chief Executive Officer
NOTHING IN THE PROSPECTUS OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF ALR TECHNOLOGIES INC., THE SUBSCRIPTION AGENT, THE INFORMATION AGENT OR ANY OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE SECURITIES ISSUABLE UPON VALID EXERCISE OF THE SUBSCRIPTION RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE RIGHTS OFFERING EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS.
THE RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 PM., EASTERN STANDARD TIME, ON January 8, 2021. THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS December 4, 2020 AND ARE INCORPORATED HEREIN BY REFERENCE, COPIES OF THE CIRCULAR ARE AVAILABLE UPON REQUEST FROM ALR TECHNOLOGIES INC. OR THE SUBSCRIPTION AGENT.
INSTRUCTIONS AND INFORMATION FOR CERTIFICATE HOLDERS
1. TO SUBSCRIBE FOR COMMON SHARES
BASIC SUBSCRIPTION PRIVILEGE
Subject to “Ineligible Shareholder” below, a shareholder or transferee of this Certificate wishing to subscribe for Common Shares must complete Form 1 and deliver this Certificate together with payment in full of the subscription price to Pacific Stock Transfer Company at its Las Vegas office shown below prior to 5 p.m. Eastern Standard time (2 p.m. Las Vegas time) on January 8, 2021. There is no oversubscription privilege.
2. PAYMENT OF SUBSCRIPTION PRICE
The aggregate subscription price for the Common Shares subscribed for on Form 1 must be paid in United States funds by personal check (certified or uncertified), bank draft or money order payable at par (without deduction for bank service charges or otherwise) to the order of Pacific Stock Transfer Company fbo ALR Technologies Inc.. If you require wire transfer instructions, or have questions regarding method of payment, please contact Pacific Stock Transfer by email at info@pacificstocktransfer.com, by phone at 702-361-3033, or by mail at 6725 Via Austi Pkwy, Suite 300, Las Vegas, NV 89119.
3. VALIDITY AND REJECTION OF SUBSCRIPTIONS
All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any subscription will be determined by the Corporation in its sole discretion, whose determination shall be final and binding. All subscriptions are irrevocable. The Corporation reserves the right to reject any subscription if such subscription is not in proper form or if the acceptance thereof or the issuance of Common Shares pursuant thereto could be deemed unlawful. The Corporation also reserves the right to waive any defect with regard to any particular subscription. Neither the Corporation nor Pacific Stock Transfer Company will be under any duty to give any notification of any defect of irregularity in such subscriptions nor shall either of them incur any liability for failure to give such notification.
4. EVIDENCE OF AUTHORITY
If a form is signed by a trustee, executor, administrator, tutor, curator, guardian, attorney, officer of a corporation or representative capacity, this Certificate should be accompanied by evidence of authority satisfactory to Pacific Stock Transfer Company.
5. INELIGIBLE SHAREHOLDERS
INELIGBLE SHAREHOLDERS ARE SUBSCRIBERS NOT RESIDENT IN JURISDICTIONS WHERE THE SECURITIES MAY BE LAWFULLY OFFERED.
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
This Certificate will be void and without value if not used for subscription before 5 p.m. Eastern Standard time (2 p.m. Las Vegas time) on January 8, 2021, at the office of Pacific Stock Transfer Company, located at 6725 Via Austi Pkwy, Suite 300, Las Vegas, NV 89119
FORM OF NOTICE OF GUARANTEED DELIVERY
FOR SUBSCRIPTION RIGHTS CERTIFICATES ISSUED BY
ALR TECHNOLOGIES INC.
This form must be used to exercise the non-transferable subscription rights (the “Rights”) to subscribe for and purchase shares of common stock, par value $0.001 per share (the “Common Stock”), of ALR Technologies Inc. (the “Company”) pursuant to the rights offering (the “Rights Offering”) described and provided for in the Company’s Prospectus dated December 4, 2020 (the “Prospectus”), if a holder of Subscription Rights cannot deliver the subscription rights certificate(s) evidencing the Subscription Rights (the “Rights Certificate(s)”), to Pacific Stock Transfer Company,, the subscription agent for the Rights Offering (the “Subscription Agent”), prior to 5:00 p.m., Eastern Time, on January 8, 2021, unless extended by the Company (the “Expiration Date”). This form must be delivered by facsimile transmission, registered certified or express mail or overnight courier to the Subscription Agent, and must be received by the Subscription Agent prior to 5:00 p.m., Eastern Time, on the Expiration Date.
Payment of the subscription price of $0.05 per share (the “Subscription Price”) for each share of Common Stock subscribed for upon exercise of such Subscription Rights must be received by the Subscription Agent in the manner specified in the Prospectus prior to 5:00 p.m., Eastern Time, on the Expiration Date, even if the Rights Certificate(s) evidencing such Rights is being delivered pursuant to the Guaranteed Delivery Procedures hereof. See “The Rights Offering — Method of Exercising Subscription Rights” in the Prospectus.
All deliveries must be addressed to the Subscription Agent, as follows:
By Registered Certified or Express Mail | By Overnight Courier | |||||||
Pacific Stock Transfer Company 6725 Via Austi Pkwy Suite 300, Las Vegas, NV 89119, United States
|
||||||||
By Facsimile Transmission (for Eligible Institutions Only) |
By Wire Transfer | |||||||
(702) 433-1979 | [●] |
Delivery of this instrument to an address other than as set forth above
does not constitute valid delivery.
You 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.
Ladies and Gentlemen:
The undersigned represents that the undersigned is the holder of Rights Certificate(s) representing Right(s) and that the Rights Certificate(s) cannot be delivered to the Subscription Agent prior to 5:00 p.m., Eastern Time, on the Expiration Date. Upon the terms and subject to the conditions set forth in the Prospectus, receipt of which is acknowledged by execution of this form, the undersigned elects to exercise Subscription Right to subscribe for shares of Common Stock, subject to adjustment for fractional shares (which will be eliminated by rounding down to the nearest whole share), availability, and any other limitations and conditions described in the Prospectus.
The undersigned understands that payment of the Subscription Price of $0.05 for each share of Common Stock subscribed for be received by the Subscription Agent prior to 5:00 p.m., Eastern Time, on the Expiration Date, and represents that such payment, in the aggregate amount of $ either (check appropriate box):
[ ] | is being delivered to the Subscription Agent herewith; OR | |||||||||
[ ] | has been delivered separately to the Subscription Agent personal check payable to “Pacific Stock Transfer Company fbo ALR Technologies Inc.” (Payment by uncertified check will not be deemed to have been received by the Subscription Agent until such check has cleared. Holders paying by such means are urged to make payment sufficiently in advance of the Expiration Date to ensure that such payment clears by 5:00 p.m., Eastern Time, on the Expiration Date); or | |||||||||
See “The Rights Offering — Payment Method” in the Prospectus and “Method of Subscription — Exercise of Rights” in the Instructions for Use of Subscription Rights Certificate for further information on the method of payment. |
Date of check, draft or money order: | ||||||||||||||||
Check, draft or money order number: | ||||||||||||||||
Bank on which check is drawn: | ||||||||||||||||
Federal reference number for wire transfer: | ||||||||||||||||
Signature(s): | Address: | |||||||||||||||
Name(s): | ||||||||||||||||
(Area Code and Telephone Number(s)) | ||||||||||||||||
Rights Certificate No(s). (if available): |
GUARANTEE OF DELIVERY
(Not To Be Used For Rights Certificate Signature Guarantee)
The undersigned, a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, or a commercial bank or trust company having an office or correspondent in the United States, or a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program, pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, guarantees that the undersigned will deliver to the Subscription Agent the Rights Certificate representing the Rights being exercised hereby, with any required signature guarantee and any other required documents, all within three (3) business days after the date hereof.
(Authorized Signature)
|
(Date) | |||
(Name of Firm) (Address)
|
||||
(Area Code and Tel. No.) |
The institution which completes this form must communicate the guarantee to the Subscription Agent and must deliver the Rights Certificate(s) to the Subscription Agent within the time period specified above and in the Prospectus. Failure to do so could result in a financial loss to such institution.
FORM OF LETTER TO CLIENTS OF NOMINEE HOLDERS
ALR TECHNOLOGIES INC.
Up To 127,522,227 Shares of Common Stock
Issuable Upon the Exercise of Subscription Rights
December 11, 2020
To Our Clients:
Enclosed for your consideration are the Prospectus, dated December 4, 2020 (the “Prospectus”), and the Instructions for Use of Subscription Rights Certificates and Election Form relating to the distribution by ALR Technologies Inc. (the “Company”) to all holders of record (the “Record Holders”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), as of 5:00 p.m., Eastern Time, on December 11, 2020 (the “Record Date”), in a rights offering (the “Rights Offering”), at no charge, of non-transferable subscription rights (the “Subscription Right(s)”) to subscribe for and purchase shares of Common Stock at a subscription price of $0.05 per share (the “Subscription Price”). The Rights are described in the accompanying Prospectus.
In the Rights Offering, up to an aggregate of 127,522,227 shares of Common Stock are being offered pursuant to the Prospectus. The Rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on January 8, 2021 (the “Expiration Date”), unless the guaranteed delivery procedures described in the Prospectus are used. Any Subscription Rights that are not exercised prior to 5:00 pm, Eastern Time, on the Expiration Date will expire, have no value and cease to be exercisable for shares of Common Stock.
As described in the Prospectus, you will receive one (1) Subscription Right for each share of Common Stock carried by us in your account as of the Record Date. Each Subscription Right gives the holder thereof the right to purchase from the Company one (1) share of Common Stock at the Subscription Price of $0.05 per share. The Company will not issue fractional shares or cash in lieu of fractional shares in the Rights Offering. Instead, fractional shares resulting from the exercise of Subscription Rights will be eliminated by rounding down to the nearest whole share. As an example, if you owned 100 shares of Common Stock as of the Record Date, you would receive100 Subscription Rights that would entitle you to purchase 100 shares of Common Stock for $0.05 per share.
The Rights Offering does not contain an over-subscription privilege. The Company may, at its discretion, allocate unexercised Subscription Rights within 90 days following the Expiration Date. Any shareholder having fully exercised its Subscription Rights and wishing to receive an allocation of unexercised Subscription Rights may express their interest by contacting the Company at contact@alrt.com using the subject line “Unexercised Subscription Rights”.
The Subscription Rights are evidenced by subscription rights certificates (the “Subscription Rights Certificates”) registered in the names of the Record Holders of the shares of Common Stock for which the Subscription Rights are being distributed. Subscription Rights are non-transferable, meaning that they may not be sold, transferred, or assigned by the holder of the Rights to any other party.
THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF COMMON STOCK CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. EXERCISES OF SUBSCRIPTION RIGHTS MAY BE MADE ONLY BY US AS THE RECORD HOLDER AND PURSUANT TO YOUR INSTRUCTIONS. Accordingly, we request instructions as to whether you wish us to elect to subscribe for any shares of Common Stock to which you are entitled pursuant to the terms of the Rights Offering and subject to the conditions set forth in the accompanying Prospectus. However, we urge you to read the Prospectus and other enclosed materials carefully before instructing us to exercise your Subscription Rights.
Your Beneficial Owner Election Form and full payment for the aggregate Subscription Price for all of the shares of Common Stock that you have subscribed to purchase pursuant to the Subscription Right should be forwarded as promptly as possible in order to permit us to exercise Subscription Rights on your behalf in accordance with the terms of the Rights Offering.
The Rights Offering will expire at 5:00 p.m., Eastern Time, on the Expiration Date. Because we must submit your subscription and payment in advance of 5:00 p.m., Eastern Time, on the Expiration Date, we must receive your Beneficial Owner Election Form (unless you use the guaranteed delivery procedures described in the Prospectus) and full payment for the aggregate Subscription Price for all of the shares of Common Stock that you have subscribed to purchase pursuant to the Subscription Right, no later than ________________, 2020. Once you have exercised your Subscription Rights, such exercise may not be revoked.
If you wish to have us, on your behalf, exercise the Subscription Rights for any shares of Common Stock to which you are entitled, please so instruct us by timely completing, executing and returning to us the Beneficial Owner Election Form attached to this letter.
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE RIGHTS OFFERING SHOULD BE DIRECTED TO 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.
FORM OF BENEFICIAL HOLDER ELECTION FORM
The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the distribution in a rights offering (the “Rights Offering”) by ALR Technologies Inc. (the “Company”) to the holders of record of its common stock, par value $0.001 (the “Common Stock”), as of 5:00 p.m., Eastern Time, on December 11, 2020, at no charge, of non-transferable subscription rights (the “Subscription Rights”) to subscribe for and purchase shares of Common Stock at a subscription price of $0.05 per share (the “Subscription Price”). Each Subscription Right gives the holder thereof the right to purchase from the Company one (1) shares of Common Stock at the Subscription Price of $0.05 per share as described in the Company’s Prospectus, dated December 4, 2020 (the “Prospectus”). The Rights Offering does not contain an over-subscription privilege. The Company may, at its discretion, allocate unexercised Subscription Rights within 90 days following the Expiration Date. Any shareholder having fully exercised its Subscription Rights and wishing to receive an allocation of unexercised Subscription Rights may express interest by contacting the Company at contact@alrt.com using the subject line “Unexercised Subscription Rights”. The Company will not issue fractional shares or cash in lieu of fractional shares in the Rights Offering. Instead, fractional shares resulting from the exercise of Subscription Rights will be eliminated by rounding down to the nearest whole share.
With respect to any instructions to exercise (or not to exercise) Subscription Rights, the undersigned acknowledges that this form must be completed and returned such that it will actually be received by you by 5:00 p.m., Eastern Time, on ________________, 2021, the ____________ business day prior to January 8, 2021, the scheduled expiration date of the Rights Offering.
This will instruct you, as nominee, whether to exercise Subscription Rights held by you to purchase shares of Common Stock for the account of the undersigned pursuant to the terms of the Rights Offering and subject to the conditions set forth in the Prospectus, and the related “Instructions for Use of Subscription Rights Certificate.”
Box 1. [ ] Please DO NOT EXERCISE RIGHTS for shares of Common Stock.
Box 2. [ ] Please EXERCISE RIGHTS for shares of Common Stock as set forth below.
Subscription Rights
The undersigned elect(s) to exercise: | x | 1 to 1 | = | |||||||
(Number of Rights) | (Subscription Ratio) |
(Number of Shares,
Rounded Down to Nearest Whole Share) |
||||||||
Therefore, I apply for: | x | $[●] | = | |||||||
(Number of Shares) | (Subscription Price) | (Payment Enclosed) |
Total Payment Required
x | = | ||||||
(Payment Enclosed for Subscription Rights) |
(Total Payment Enclosed) |
Box 3. [ ] Payment in the following amount is enclosed $ ___________________.
Box 4. [ ] Please deduct payment from the following account maintained by you as follows:
Type of Account: | ||||
Account No.: | ||||
Amount to be Deducted: |
The total of the amounts reflected in Box 3 and 4 must equal the “Total Payment Enclosed” specified under Box 2 above.
I (we) on my (our) behalf, or on behalf of any person(s) on whose behalf, or under whose direction, I am (we are) signing this form:
[ ] | represent and warrant that I am a (we are) resident(s) of the United States of America or, if I am (we are) not, I (we) have provided evidence satisfactory to ALR Technologies Inc. that the exercise of my (our) Rights does not violate the laws of my (our) jurisdiction; |
[ ] | irrevocably elect to purchase the number of shares of Common Stock indicated above on the terms and subject to the conditions set forth in the Prospectus; |
[ ] | agree that if I (we) fail to pay for the shares I (we) have elected to purchase, you may exercise any remedies available under law. |
Name(s): | ||||||
Signature(s): | ||||||
Address(es): |
Telephone Numbers(s): | ||||||
Date: |
If you are signing in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or otherwise acting in a fiduciary or representative capacity, your signature must be Medallion Signature Guaranteed. Please also provide the following information:
Name: | ||
Capacity: | ||
Address (including Zip Code): |
NOMINEE HOLDER CERTIFICATION FORM
The undersigned, a bank, broker, trustee, depositary or other nominee of non-transferable subscription rights (the “Subscription Rights”) to purchase shares of common stock, par value $0.001 per share (the “Common Stock”), of ALR Technologies Inc. (the “Company”) pursuant to the rights offering (the “Rights Offering”) described and provided for in the Company’s Prospectus dated December 4, 2020 (the “Prospectus”), hereby certifies to the Company and to Pacific Stock Transfer Company, as subscription agent for the Rights Offering (the “Subscription Agent”), that (1) the undersigned has exercised, on behalf of the beneficial owners thereof (which may include the undersigned), on the terms and subject to the conditions set forth in the Prospectus, the number of Subscription Rights specified below to purchase the number of shares of Common Stock specified below and, listing separately below each such exercised Subscription Right(s)(without identifying any such beneficial owner by name).
Number of Rights Held |
Number of Rights
Exercised |
Number of Shares
Subscribed for Pursuant to Basic Subscription Right |
Number of Shares
Subscribed for Pursuant to Over- Subscription Privilege |
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10. |
Provide the following information, if applicable:
Name of Nominee Holder | DTC Participant Number | |||||||
By: | ||||||||
DTC Subscription Confirmation Numbers | ||||||||
Name: | ||||||||
Title: | ||||||||
Phone Number: | ||||||||
Fax Number: | ||||||||
Dated |