Item 1.01 Entry into a Material Definitive Agreement.
On June 28, 2022, ALR Technologies SG Pte. Ltd. (the "ALRS"), an affiliate
company of ALR Technologies Inc. (the "Company") entered into a Manufacturing
and Supply Agreement (the "Supply Agreement") with Infinovo Medical Co., Ltd.
("Infinovo"). Pursuant to the Supply Agreement, Infinovo will manufacture and
supply certain continuous glucose monitoring components necessary to the
Company's diabetes management platform for animal health, known as "GluCurve."
The term of the Supply Agreement continues for three (3) years from August 1,
2022, unless earlier terminated in accordance with the terms of the Supply
Agreement. The Supply Agreement, however, will not become effective unless (1)
ALRS enters into a binding distribution agreement for the sale and distribution
of GluCurve by July 31, 2022, and (2) ALRS and Infinovo enter into a quality
agreement by July 31, 2022. There can be no assurance that the two conditions to
effectiveness of the Supply Agreement will be satisfied. If the conditions are
met and the agreement becomes effective, the Supply Agreement will automatically
renew for additional one (1) year terms unless ALRS or Infinovo provides written
notice of its intent to terminate the Supply Agreement. The Supply Agreement
provides for customary reasons to terminate the Supply Agreement for cause with
immediate effect.
The Supply Agreement also includes customary indemnification, intellectual
property protection, confidentiality, remedies, and representations and
warranties terms, as well as certain quality requirements.
The above description of the Supply Agreement and the transactions contemplated
thereby does not purport to be complete and is qualified in its entirety by
reference to the full text of the Supply Agreement, which is filed as Exhibit
10.1 to this Current Report on Form 8-K and which is incorporated herein by
reference.
Item 7.01 Regulation FD Disclosure.
On June 29, 2022, the Company issued a press release titled "ALR Technologies
Completes Definitive Manufacturing Agreement with Infinovo Medical for the
GluCurve Pet CGM Hardware."
A copy of this press release is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Manufacturing and Supply Agreement, dated as of June 28, 2022, by and
between ALR Technologies SG Pte. Ltd. and Infinovo Medical Co., Ltd.
(portions of which, marked with brackets, have been omitted as both not
material and customarily treated by registrant as confidential)
99.1 Press Release
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