UNITED

STATES

SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C.

20549

FORM 20-F

(Mark One)
[ ]	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
	OR
[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2022
	OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	OR
[ ]	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company<br> report: N/A
	For the transition period from __________ to __________

Commission file

number 000-56491

ALR TechnologiesSG Ltd.

(Exact name ofregistrant as specified in its charter)

N/A	singapore
(Translation of Registrant’s	(Jurisdiction of incorporation
name into English)	or organization)

80 Robinson Road#02-00Singapore 06889865 3129 2924

(Address of principalexecutive offices)

88-0225807

(I.R.S. EmployerIdentification No.)

Mr. Sidney ChanPresident, Chief Executive Officer, ChairmanALR Technologies SG Ltd.80 Robinson Road #02-00Singapore 06889865 3129 2924

sidney.chan@alrt.com

(Name, Telephone,E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act: None.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Ordinary Shares

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.

Indicate the number of outstanding shares

of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 551,966,844 ordinary shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934: YES ☐ NO ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES

☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES

☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Emerging Growth Company	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒	International<br> Financial Reporting Standards as issued by the International Accounting Standards Board ☐	Other<br> ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item<br> 17 ☐	Item<br> 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

		Page No.
INTRODUCTION
	PART I
Item 1.	Identity of Directors, Senior Management and Advisors	5
Item 2.	Offer Statistics and Expected Timetable	5
Item 3.	Key Information	5
Item 4.	Information on the Company	20
Item 4A.	Unresolved Staff Comments	33
Item 5.	Operating and Financial Review and Prospects	33
Item 6.	Directors, Senior Management and Employees	48
Item 7.	Major Shareholders and Related Party Transactions	55
Item 8.	Financial Information	57
Item 9.	The Offer and Listing	58
Item 10.	Additional Information	59
Item 11.	Quantitative and Qualitative Disclosures About Market<br> Risk	72
Item 12.	Description of Securities Other than Equity Securities	72
	PART II
Item 13.	Defaults, Dividend Arrearages and Delinquencies	74
Item 14.	Material Modifications to the Rights of Security Holders<br> and Use of Proceeds	74
Item 15.	Controls and Procedures	74
Item 16.	[Reserved]	76
Item 16A.	Audit committee financial expert	76
Item 16B.	Code of Ethics	76
Item 16C.	Principal Accountant Fees and Services	76
Item 16D.	Exemptions from the Listing Standards for Audit Committees	77
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated<br> Purchasers	77
Item 16F.	Change in Registrant’s Certifying Accountant	77
Item 16G.	Corporate Governance	77
Item 16H.	Mine Safety Disclosure	77
Item 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent<br> Inspections	77
	PART III
Item 17.	Financial Statements	78
Item 18.	Financial Statements	78
Item 19.	Exhibits	78
SIGNATURES		79

INTRODUCTION

References in this Annual Report on Form 20-F (“Annual Report”) to the “Company,” “we,” “us,” or “our,” unless the context otherwise requires, refer to ALR Technologies SG Ltd., a Singapore public company limited by shares, together with its consolidated subsidiaries. References in this Annual Report to “ALR Singapore” refer to ALR Technologies SG Ltd. References in this Annual Report to “ALR Nevada” refer to ALR Technologies Inc., a Nevada corporation. References in this Annual Report to “ALR Canada” refer to Canada Diabetes Solution Centre Inc., a Canadian corporation.

Unless otherwise noted herein, all references to “$,” “dollars” or “U.S. dollars” are to the currency of the United States (the “U.S.”).

Forward-looking Statements

This Annual Report and documents incorporated by reference herein contain forward-looking statements. Many of the forward-looking statements contained in this Annual Report can be identified by the use of words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “will,” “estimate” and “potential,” among others, or the negatives thereof.

Such forward-looking statements include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including but not limited to, those identified under “Risk Factors” in this Annual Report. These risks and uncertainties include factors relating to:

·	our<br> operation as a development-stage company with limited operating history and a history of<br> operating losses;
·	our<br> need for substantial additional funding to continue the development of our product candidates<br> before we can expect to become profitable from sales of our products and the possibility<br> that we may be unable to raise additional capital when needed;
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·	the<br> outcome of our review of strategic options and of any action that we may pursue as a result<br> of such review;
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·	the<br> chance that we may become exposed to costly and damaging liability claims resulting from<br> the testing of our product candidates in the clinic or in the commercial stage;
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·	uncertainty<br> surrounding whether any of our product candidates will receive regulatory approval, where<br> required, before they can be commercialized;
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·	where<br> any of our product candidates obtain regulatory approval, those product candidates being<br> subject to expensive, ongoing obligations and continued regulatory overview;
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·	enacted<br> and future legislation may increase the difficulty and cost for us to obtain marketing approval<br> and commercialization;
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·	dependence<br> on governmental authorities and health insurers establishing adequate reimbursement levels<br> and pricing policies;
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·	the<br> inability of our products to gain market acceptance;
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·	our<br> reliance on our current strategic relationships and the potential success or failure of strategic<br> relationships, joint ventures or mergers and acquisitions transactions;
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·	our<br> reliance on third parties to conduct our nonclinical and clinical trials and on third-party,<br> single-source suppliers to supply or produce our product candidates;
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·	our<br> ability to obtain, maintain and protect our intellectual property rights and operate our<br> business without infringing or otherwise violating the intellectual property rights of others;
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·	our<br> ability to comply with the requirements under our loan facilities, including repayment of<br> amounts currently outstanding and overdue, and amounts outstanding when due;
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·	our<br> ability to remain on the OTCQB tier (the “OTCQB”) of the OTC Markets Group as<br> a trading market for our ordinary shares;
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·	the<br> chance that certain intangible assets related to our product candidates will be impaired;<br> and
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·	other<br> risk factors discussed under “Risk Factors.”
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Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

PART I

ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not Applicable.

ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3.	KEY INFORMATION

A. [Reserved]

B. Capitalizationand Indebtedness

Not Applicable.

C. Reasonsfor the Offer and Use of Proceeds

Not Applicable.

D. RiskFactors

Our business and future operating results may be affected by many risks, uncertainties and other factors, including those set forth below and those contained elsewhere in this Annual Report. If any of the following risks were to occur, our business, affairs, assets, financial condition, results of operations, cash flows and prospects could be materially and adversely affected. When we say that something could have a material adverse effect on us or on our business, we mean that it could have one or more of these effects.

You should carefully consider the risks and uncertainties described below and the other information in this Annual Report. Our business, financial condition or results of operations could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our shares could decline and you could lose all or part of your investment. This Annual Report also contains forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors.

Risks Related to Our Businessand Operations

Although our consolidatedfinancial statements (or “financial statements”) have been prepared on a going concern basis, our management and independentauditors in their report accompanying our consolidated financial statements for the year ended December 31, 2022, believe that ourrecurring losses from operations and other factors have raised substantial doubt about our ability to continue as a going concern asof December 31, 2022.

Our audited financial statements for the fiscal year ended December 31, 2022 were prepared on a going concern basis in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The going concern basis assumes that we will continue in operation for the next 12 months and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business, thus our financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Our recurring losses, anticipated future losses, negative cash flow, need for additional capital and the uncertainties surrounding our ability to raise such funding, raises substantial doubt about our ability to continue as a going concern. In order for us to continue operations beyond the next 12 months and to be able to discharge our liabilities and commitments in the normal course of business, we must complete the development and deployment of our products, and sell our products directly to end-users, establish profitable operations through increased sales, decrease expenses, generate cash from operations or raise additional funds when needed. We intend to improve our financial condition and ultimately improve our financial results by increasing revenues through introduction of our product into new markets, continuing to expand and develop our field sales force and distributor relationships both domestically and internationally, forming strategic arrangements within the health & wellness and medical industries, educating medical professionals and patients as to the benefits of our diabetes management services, and reducing expenses. If we are unable to increase sales, reduce expenses or raise sufficient additional capital we may be unable to continue to fund our operations, develop our products, realize value from our assets, or discharge our liabilities in the normal course of business. If we become unable to continue as a going concern, we could be forced to liquidate our assets, and potentially realize significantly less than the values at which they are carried on our financial statements, and shareholders could lose all or part of their investment in our ordinary shares.

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We have experienced net lossesfor each of the past three years, and we could experience additional losses and have difficulty achieving profitability in the future.

We had an accumulated deficit of $112,633,886, $102,015,077 and 93,571,762 at December 31, 2022 December 31, 2021 and December 31, 2020, respectively. We recorded net losses of $10,618,809, $8,443,315, and $5,916,017 for the years ended December 31, 2022, 2021, and 2020, respectively. In order to achieve profitability, we must control our costs and increase net revenue through new sales. Failure to increase our net revenue and decrease our costs could cause our share price to decline and could have material adverse effect on our business, financial condition, and results of operations.

We could need to raise additionalcapital in the future, and if we are unable to secure adequate funds on terms acceptable to us, we could be unable to execute our businessplan.

To remain competitive, we must continue to make significant investments in the development of our products, in obtaining regulatory clearances to introduce our product into new markets, in the expansion of our sales and marketing activities, and in the expansion of our operating and management infrastructure as we increase sales domestically and internationally. If cash generated from our operations is insufficient to fund such growth, we could be required to raise additional funds through the issuance of equity or debt securities in the public or private markets, or through a collaborative arrangement or sale of assets. Additional financing opportunities may not be available to us, or if available, may not be on favorable terms. The availability of financing opportunities will depend, in part, on market conditions, and the outlook for our business. Any future issuance of equity securities or securities convertible into equity securities could result in substantial dilution to our shareholders, and the securities issued in such a financing could have rights, preferences or privileges senior to those of our ordinary shares. In addition, if we raise additional funds through debt financing, we could be subject to debt covenants that place limitations on our operations. We could not be able to raise additional capital on reasonable terms, or at all, or we could use capital more rapidly than anticipated. If we cannot raise the required capital when needed, we may not be able to satisfy the demands of existing and prospective customers, we could lose revenue and market share and we may have to curtail our capital expenditures. The following factors, among others, could affect our ability to obtain additional financing on favorable terms, or at all:

·	our<br> results of operations;
·	general<br> economic conditions and conditions in the medical and health management industries;
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·	the<br> perception of our business in the capital markets;
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·	our<br> ratio of debt to equity;
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·	our<br> financial condition;
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·	our<br> business prospects; and
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·	interest<br> rates.
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If we are unable to obtain sufficient capital in the future, we could have to curtail our capital expenditures. Any curtailment of our capital expenditures could result in a reduction in net revenue, reduced quality of our products, increased manufacturing costs for our products, harm to our reputation, or reduced manufacturing efficiencies, and could have a material adverse effect on our business, financial condition, and results of operations.

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Our success depends, in part,on securing and developing relationships with, and on the efforts of, third-party distributors to sell and distribute our Diabetes Solutionand GluCurve products.

We will rely on a variety of third-party distributors, such as independent healthcare organizations, medical suppliers, group purchasing organizations, pharmaceutical companies, insulin providers, and other human and animal healthcare companies to introduce our Food and Drug Administration (“FDA”) cleared and Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) compliant diabetes management system (the “Diabetes Solution”), and GluCurve, a modified version of the Diabetes Solution, for animal health (“GluCurve”), products to their networks. Our third-party distributor has generated limited sales for us to date. Such third parties have significant discretion in determining the efforts and resources they apply to the marketing, sale and implementation of our products, and we will face significant challenges and risks in expanding, training, and managing such third parties. Third parties may not commit the necessary resources to market and sell our products to the level of our expectations, and, regardless of the resources they commit, they may not be successful. In the future as we expand our distribution network, we may face competition or pricing pressure from one or more of our distributors in certain geographic areas if multiple distributors are selling inventory to the same customer base. Additionally, most distributor agreements may be terminated with limited notice, and we may not be able to replace any terminating distributor in a timely manner or on terms agreeable to us, if at all. If we are not able to secure and grow our distribution network we will not reach the revenues and profits needed to sustain our business. If we are not able to maintain our distribution network, if our distribution network is not successful in marketing and selling our products, or if we experience a significant reduction in, cancellation, or change in the size and timing of orders from our distributors, our revenues could decline significantly, and such factors could otherwise have material adverse effect on our business, financial condition, and results of operations.

Our inability to distinguishour Diabetes Solution and GluCurve products from other diabetes treatment compliance devices or solutions could limit the market acceptanceof our products and our market share.

Our Diabetes Solution and GluCurve products represents a relatively new entry into the market for diabetes compliance solutions. Our future success will depend on our ability to increase demand for our products by demonstrating to a broad spectrum of healthcare providers the potential performance advantages and efficiencies of our Diabetes Solution and GluCurve products over traditional methods of treatment management and over competitive management solutions, and our inability to do so could have a material adverse effect on our business, financial condition, and results of operations. Historically, we have experienced long sales cycles as healthcare professionals (“HCPs”) have been, and could continue to be, slow to adopt new technologies on a widespread basis. As a result, we generally are required to invest a significant amount of time and resources to educate healthcare administrators and other purchasers about the benefits of our product in comparison to competing products and technologies before completing a sale, if any.

Factors that could inhibit adoption of our Diabetes Solution and GluCurve products by HCPs include concerns about the efficacy and reliability of our product. In order to invest in our products, a healthcare administrator generally needs to invest time to understand the technology, consider how physicians may respond to the new technology, assess the financial impact the investment could have on medical practice, and become comfortable introducing and using our products. Absent an immediate competitive motivation, a healthcare administrator may not feel compelled to invest the time required to learn about the potential benefits of using our products. HCPs may not accept or adopt our products until they see additional clinical evidence supporting the safety and efficiency of our product, or recommendations supporting our product by influential healthcare providers or practitioners. In addition, economic pressure, caused, for example, by an economic slowdown, changes in healthcare reimbursement, or by competitive factors in a specific market, could make healthcare organizations reluctant to purchase substantial capital equipment or invest in new technologies. Acceptance by healthcare providers will depend on the recommendations of specialists, as well as other factors, including the relative effectiveness, reliability and efficiency of our systems as compared to other methods for managing diabetes treatment.

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Any failure in our effortsto train health practitioners could result in the misuse of our products, reduce the market acceptance of our products, and have a materialadverse effect on our business, financial condition, and results of operations.

There is a learning process involved for health practitioners to become proficient users of our Diabetes Solution and GluCurve products. It is critical to the success of our sales efforts to adequately train a sufficient number of practitioners. Following completion of training, we rely on health practitioners and administrators to advocate the benefits of our products in the broader marketplace. Convincing practitioners to dedicate the time and energy necessary for adequate training and implementation is challenging, and we cannot provide assurance that we will be successful in these efforts. If practitioners are not properly trained, they could misuse or ineffectively use our Diabetes Solution and GluCurve products, or could be less likely to appreciate our Diabetes Solution and GluCurve products. This could also result in unsatisfactory patient outcomes, negative publicity, FDA regulatory action, or lawsuits against us, any of which could negatively affect our reputation and sales of our Diabetes Solution and GluCurve products.

If future data proves tobe inconsistent with our clinical results or if competitors’ products present more favorable results, our revenues could declineand our business, financial condition, and results of operations could be materially and adversely affected.

If new studies or comparative studies generate results that are not as favorable as our studies and results to date, our revenues could decline. Additionally, if future studies indicate that our competitors’ products are more effective or reliable than ours, our revenues could decline. Furthermore, HCPs could choose not to purchase our Diabetes Solution or GluCurve products until they receive additional published long-term clinical evidence and recommendations from prominent health professionals that indicate our Diabetes Solution and GluCurve products are effective for clinical applications.

We face competition fromother companies, many of which have substantially greater resources than we do. If we do not successfully develop and commercialize currentand future products that remain competitive with products or alternative technologies developed by others, we could lose revenue opportunitiesand customers, and our ability to grow our business would be impaired.

A number of competitors have substantially greater capital resources, larger customer bases, larger technical, sales and marketing forces, and stronger reputations with target customers than ours. We compete with a number of domestic and foreign companies in the human health and animal health segments that market diabetes treatment management products, including those that bundle hardware, software, and testing supplies, as well as companies that market integrated treatment solutions in the healthcare market. The marketplace is highly fragmented and very competitive. We expect that the rapid technological changes occurring in the healthcare industry could lead to the entry of new competitors, particularly if artificial intelligence driven software gains market acceptance in the field. If we do not compete successfully, our revenue and market share could decline and our business, financial condition, and results of operations could be adversely affected. Our long-term success depends upon our ability to (i) distinguish our products through improving our product performance and pricing, protecting our intellectual property, improving our customer support, accurately timing the introduction of new products, and developing sustainable distribution channels worldwide; and (ii) develop and successfully commercialize new products, new or improved technologies, and additional applications for our Diabetes Solution product. There is no assurance that we will be able to distinguish our Diabetes Solution and GluCurve products, commercialize any new products, new or improved technologies, or additional applications for our intellectual property.

If our customers cannot obtainthird-party reimbursement for their use of our products, they could be less inclined to purchase our products and our business, financialcondition and results of operations could be adversely affected.

Our products are generally purchased by medical professionals who have various billing practices and patient mixes. Such practices range from primarily private pay to those who rely heavily on third-party payers, such as private insurance or government programs. In the U.S., third-party payers review and frequently challenge the prices charged for medical products and/or services. In many foreign countries, the prices for diabetes treatment services are predetermined through government regulation. Payers could deny coverage and reimbursement on various grounds, including if they determine that the procedure was not medically necessary or that the device used in the procedure was investigational. Accordingly, both coverage and reimbursement can vary significantly from payer to payer. For the portion of physicians who rely heavily on third-party reimbursement, the inability to obtain reimbursement for services using our products could deter them from purchasing or using our products. We cannot predict the effect that future healthcare reforms or changes in financing for health plans could have on our business. Any such changes could have an adverse effect on the ability of a physician or medical institution to generate a profit using our current or future products. In addition, such changes could act as disincentives for capital investments by medical professionals.

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We could incur problems inmanufacturing our products.

Any continuous glucose monitoring device (“CGM”) or blood glucose meters (“BGM”) sold as part of our Diabetes Solution or GluCurve products will be manufactured by third-party suppliers. In order to grow our business, we must expand our supply chain to meet any demand we may experience. We could encounter difficulties in securing additional supply of our products, including problems involving supplier production capacity and yields, quality control and assurance, component supply, and shortages of qualified personnel. We will be reliant on the performance of the third-party suppliers to manufacture the CGM and BGM in accordance with the specifications and schedules required. Failure of the third-party suppliers to provide CGM and BGM per our requirements could have an adverse impact on us and our distribution relationships.

In addition, before we can scale up commercial manufacture of our products, we must ensure that our third-party manufacturing facilities, processes, and quality systems, and the manufacture of the BGM or CGM bundled with our products, comply with any applicable regulations governing facility compliance, quality control, and documentation policies and procedures. While CGM or BGM purchased from third-party manufacturers will have higher regulatory compliance requirements if distributed for human health, as opposed to those products distributed for animal health, any deviation in the quality system for the BGM or CGM used in animal health could lead to an adverse impact of our business.

In addition, our supplier manufacturing facilities are subject to periodic inspections by the FDA, or comparable regulatory authorities from other jurisdictions, as well as various state agencies and foreign regulatory agencies. From time to time, we could experience significant supply delays while our suppliers ensure compliance with these requirements. Our success will depend in part upon securing supply of BGM or CGM that function according to our specifications and our customers’ expectations and our ability to supply our products in compliance with the FDA’s Quality System Regulation and other regulatory requirements. Our future success depends on our ability to supply products on a timely basis with acceptable purchase costs, while at the same time ensuring good quality control and complying with applicable regulatory requirements, and an inability to do so could have a material adverse effect on our business, financial condition, and results of operations.

Product liability claimsagainst us could be costly and could harm our reputation.

The sale of medical devices involves the risk of product liability claims against us. In the future, claims could exceed our then current product liability insurance coverage limits. Our insurance policies will be subject to various standard coverage exclusions, including damage to the product itself, losses from recall of our product, and losses covered by other forms of insurance, such as workers’ compensation. We cannot be certain that we will be able to successfully defend any claims against us, nor can we be certain that our insurance will cover all liabilities resulting from such claims. In addition, we cannot provide assurance that we will be able to obtain such insurance in the future on terms acceptable to us, or at all. Regardless of merit or eventual outcome, any product liability claim brought against us could result in harm to our reputation, decreased demand for our products, costs related to litigation, product recalls, loss of revenue, an increase in our product liability insurance rates, or the inability to secure coverage in the future, and could have a material adverse effect on our business, financial condition, and results of operations.

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Rapidly changing standardsand competing technologies could harm demand for our products, result in significant additional costs, and have a material adverse effecton our business, financial condition, and results of operations.

The markets in which our products compete are subject to rapid technological change, evolving industry standards, changes in the regulatory environment, and frequent introductions of new devices and evolving techniques in diabetes treatment and patient management. Competing products could emerge that render our products uncompetitive or obsolete. The process of developing new medical devices is inherently complex and requires regulatory approvals or clearances that can be expensive, time-consuming, and uncertain. We cannot guarantee that we will successfully identify new product opportunities, identify new and innovative applications of our technology, or be financially or otherwise capable of completing the research and development required to bring new products to market in a timely manner. An inability to expand our product offerings or the application of our technology could limit our growth. In addition, we could incur higher manufacturing costs if manufacturing processes or standards change, and we could need to replace, modify, design, or build and install equipment, all of which would require additional capital expenditures.

We could be unable to effectivelymanage and implement our growth strategies, which could have a material adverse effect on our business, financial condition, and resultsof operations.

Our growth strategy includes expanding the market for our Diabetes Solution and GluCurve products, and developing new applications and enhancements for our products. Expansion of our existing market, product line and entry into new medical applications divert the use of our resources and systems, require additional resources that might not be available (or available on acceptable terms), require additional country-specific regulatory approvals, result in new or increasing competition, could require longer implementation times or greater start-up expenditures than anticipated, and could otherwise fail to achieve the desired results in a timely fashion, if at all. These efforts could also require that we successfully commercialize new technologies in a timely manner, price them competitively and cost-effectively, and manufacture and deliver sufficient volumes of new products of appropriate quality on time. We could be unable to increase our sales and earnings by expanding our product offerings in a cost-effective manner, and we could fail to accurately predict future customer needs and preferences or to produce viable technologies. In addition, we could invest heavily in research and development of products that do not lead to significant revenue. Even if we successfully innovate and develop new products and product enhancements, we could incur substantial costs in doing so. In addition, promising new products could fail to reach the market or realize only limited commercial success due to efficacy or safety concerns, failure to achieve positive clinical outcomes, or uncertainty over third-party reimbursement.

We could be subject to breachesof our information technology systems, which could damage our reputation and customer relationships. Such breaches could subject us tosignificant reputational, financial, legal, and operational consequences.

We rely on information systems (“IS”) in our business to obtain, process, analyze, and manage data to, among other things:

·	provide<br> service for the Diabetes Solution and GluCurve product lines;
·	facilitate<br> the purchase and distribution of thousands of inventory items through numerous distributors;
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·	receive,<br> process, and ship orders on a timely basis;
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·	accurately<br> bill and collect from thousands of customers;
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·	process<br> payments to suppliers; and
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·	provide<br> technical support to our customers.
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A cyber-attack that bypasses our IS security, or employee error, malfeasance or other disruptions that cause an IS security breach, could lead to a material disruption of our IS and/or the loss of business information. Such an attack could result in, among other things:

·	the<br> theft, destruction, loss, misappropriation, or release of confidential data and intellectual<br> property;
·	operational<br> or business delays;
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·	liability<br> for a breach of personal financial and health information belonging to our customers and<br> their patients or to our employees; and
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·	damage<br> to our reputation,
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any of which could have a material adverse effect on our business, financial condition, and results of operations. In the event of an attack, we would be exposed to a risk of loss or litigation and possible liability, including under laws that protect the privacy of personal information.

Litigation against us couldbe costly and time-consuming to defend and could materially and adversely affect our business, financial condition, and results of operations.

We expect to be involved from time to time in various claims, litigation matters and regulatory proceedings incidental to our business, including claims for damages arising out of the use of our products or services and claims relating to intellectual property matters, employment matters, commercial disputes, competition, sales and trading practices, environmental matters, personal injury, and insurance coverage. Some of these lawsuits include claims for punitive as well as compensatory damages. The defense of these lawsuits could divert our management’s attention, and we could incur significant expenses in defending these lawsuits. In addition, we could be required to pay damage awards or settlements or become subject to unfavorable equitable remedies. Moreover, any insurance or indemnification rights that we could have may be insufficient or unavailable to protect us against potential loss exposures.

If we lose our key managementpersonnel, or are unable to attract or retain qualified personnel, it could adversely affect our ability to execute our growth strategy.

Our success is dependent, in part, upon our ability to hire and retain management, engineers, marketing and sales personnel, technical, research, and other personnel who are in high demand and are often subject to competing employment opportunities. Our success will depend on our ability to retain our current management, engineers, marketing and sales, technical, research, and other personnel and to attract and retain qualified like personnel in the future. Competition for senior management, engineers, marketing and sales personnel, and other specialized technicians is intense and we may not be able to retain our personnel. If we lose the services of any executive officers, key contractors, or key employees, our ability to achieve our business objectives could be harmed and our business, financial condition, and results of operations could be materially and adversely affected. In general, our officers could terminate their employment at any time without notice for any reason.

If we fail to comply withthe reporting obligations of the Exchange Act and Section 404 of the Sarbanes-Oxley Act, or if we fail to maintain adequateinternal control over financial reporting, our business, financial condition, and results of operations, and investors’ confidencein us, could be materially and adversely affected.**

As a public company, we are required to comply with applicable periodic reporting obligations of the Exchange Act. Our failure to prepare and disclose this information in a timely manner and meet our reporting obligations in their entirety could subject us to penalties under federal securities laws, expose us to lawsuits, and restrict our ability to access financing on favorable terms, or at all.

In addition, pursuant to Section 404 of the Sarbanes-Oxley Act, we are required to evaluate and provide a management report of our systems of internal control over financial reporting. During the course of the evaluation of our internal control over financial reporting, we could identify areas requiring improvement and could be required to design enhanced processes and controls to address issues identified through this review. This could result in significant delays and costs to us and require us to divert substantial resources, including management time, from other activities. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with the Sarbanes-Oxley Act. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to help prevent fraud. Any failure to maintain compliance with the requirements of Section 404 on a timely basis could result in the loss of investor confidence in the reliability of our financial statements, which in turn could, negatively impact the trading price of our stock, and adversely affect investors’ confidence in us and our ability to access capital markets for financing.

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Risks Related To Our IntellectualProperty

If the patents that we ownor license, or our other intellectual property rights, do not adequately protect our technologies, we could lose market share to ourcompetitors and be unable to operate our business profitably.

Our future success depends, in part, on our ability to obtain and maintain patent protection for our products and technology, to preserve our trade secrets and to operate without infringing the intellectual property of others. We rely on patents to establish and maintain proprietary rights in our technology and products. We currently possess patent applications with respect to our products and technology. However, we cannot ensure that any patents will be issued, that the scope of any patent protection will be effective in helping us address our competition, or that any of our patents will be held valid if subsequently challenged. It is also possible that our competitors could independently develop similar or more desirable products, duplicate our products, or design products that circumvent our patents. The laws of foreign countries may not protect our products or intellectual property rights to the same extent as the laws of the U.S. In addition, there have been recent changes in the patent laws and rules of the U.S. Patent and Trademark Office, and there could be future proposed changes that, if enacted, have a significant impact on our ability to protect our technology and enforce our intellectual property rights. If we fail to protect our intellectual property rights adequately, our competitive position could be adversely affected, and there could be a material adverse effect on our business, financial condition, and results of operations.

If third parties claim thatwe infringe their intellectual property rights, we could incur liabilities and costs and have to redesign or discontinue selling certainproducts, which could have a material adverse effect on our business, financial condition, and results of operations.

We face substantial uncertainty regarding the impact that other parties’ intellectual property positions will have on systems for diabetes treatment monitoring. The medical technology industry has in the past been characterized by a substantial amount of litigation and related administrative proceedings regarding patents and intellectual property rights. From time to time, we expect to receive notices of claims of infringement, misappropriation, or misuse of other parties’ proprietary rights. Some of these claims could lead to litigation. We may not prevail in any future intellectual property infringement litigation given the complex technical issues and inherent uncertainties in litigation. Any claims, with or without merit, could be time-consuming and distracting to management, result in costly litigation, or cause product shipment delays. Adverse determinations in litigation could subject us to significant liability and could result in the loss of proprietary rights. A successful lawsuit against us could also force us to cease selling or redesign products that incorporate the infringed intellectual property. Additionally, we could be required to seek a license from the holder of the intellectual property to use the infringed technology, and it is possible that we may not be able to obtain a license on acceptable terms, or at all.

Risks Related To Our RegulatoryEnvironment

Changes in government regulationor the inability to obtain or maintain necessary government approvals could have a material adverse effect on our business, financialcondition, and results of operations.

The regulatory environment for human health differs significantly from the regulatory environment for animal health. In general, the regulatory environment for human health is significantly more extensive, resulting in longer lead times to be granted clearance to market products for sale. In many instances the regulatory market for animal health products does not require the formal grant of clearance to market products for sale for animal health. Commercializing our GluCurve product for animal health would not provide an indication that we will be successful in obtaining clearance to market our Diabetes Solution product for human health. If we are able to secure clearance to market the Diabetes Solution, there is no certainty how long it will take to secure such clearance and it may take significantly longer than we can reasonably expect or forecast. Conversely, bringing our GluCurve product to market without going through the same level of rigor as our Diabetes Solution product could result in increased risk of quality system issues, product liability, and overall business risk.

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Our Diabetes Solution products for human health will be subject to extensive government regulation, both in the U.S. and in other countries. To clinically test, manufacture, and market products for human use, we must comply with regulations and safety standards set by the FDA and comparable state and foreign agencies. Regulations adopted by the FDA and comparable foreign agencies are wide-ranging and govern, among other things, product design, development, manufacture and control testing, labeling control, storage, advertising, and sales. Generally, products must meet regulatory standards as safe and effective for their intended use before being marketed for human applications. The clearance process is expensive, time-consuming, and uncertain. Failure to comply with applicable regulatory requirements of the FDA and applicable foreign agencies can result in an enforcement action that could include a variety of sanctions, including fines, injunctions, civil penalties, recall or seizure of our products, operating restrictions, partial suspension, or total shutdown of production and criminal prosecution. The failure to receive or maintain requisite approvals for the use of our products or processes, or significant delays in obtaining such approvals, could prevent us from developing, manufacturing, and marketing products and services necessary for us to remain competitive.

If we develop new products and applications or make any significant modifications to our existing products or labeling, we will need to obtain additional regulatory clearances or approvals. Any modification that could significantly affect a product’s safety or effectiveness, or that would constitute a change in its intended use, will require a new regulatory clearance, or could require a premarket approval (“PMA”) application. The FDA and comparable foreign agencies require each manufacturer to make this determination initially, but the FDA and comparable foreign agencies can review any such decision and can disagree with a manufacturer’s determination. If the FDA or comparable foreign agencies disagrees with a manufacturer’s determination, the FDA and comparable foreign agencies can require the manufacturer to cease marketing and/or recall the modified device until clearance or PMA is obtained. If clearance, or the foreign equivalent, is denied and a PMA application is required, we could be required to submit substantially more data and conduct human clinical testing and would very likely be subject to a significantly longer review period.

In the U.S., the clearance to market a medical device for human health is 510(k) clearance. Products sold in international markets for human use are also subject to the regulatory requirements of each respective country or region. The regulations of the European Union require that a device have a CE Mark, indicating conformance with European Union laws and regulations before it can be sold in the European Union. The regulatory international review process varies from country to country. We expect to rely on our compliance consultants in any country in which we may market our products to comply with the regulatory laws of such countries. Failure to comply with the laws of such countries could prevent us from selling products in such countries. In addition, unanticipated changes in existing regulatory requirements or the adoption of new requirements could impose significant costs and burdens on us, which could increase our operating expenses.

Changes in healthcare regulations in the U.S. and elsewhere could adversely affect the demand for our products, as well as the way in which we conduct our business. For example, in 2010, President Obama signed the Affordable Care Act into law, which included various reforms impacting Medicare coverage and reimbursement, including revision to prospective payment systems, any of which could adversely impact any Medicare reimbursements received by our end-user customers. New legislation may be enacted as President Biden and Congress consider further reform. In addition, as a result of the focus on healthcare reform, there is risk that Congress could implement changes in laws and regulations governing healthcare service providers, including measures to control costs, and reductions in reimbursement levels. We cannot be sure that government or private third-party payers will cover and reimburse the treatments using our products, in whole or in part, in the future, or that payment rates will be adequate. If healthcare providers cannot obtain adequate coverage and reimbursement for our products, or the procedures in which they are used, our business, results of operations, and financial condition could suffer.

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We could be subject to orotherwise affected by federal, provincial and state healthcare laws, including fraud and abuse and health information privacy and securitylaws, and we could face substantial penalties if we are unable to fully comply with such regulations.

We are directly or indirectly, through our customers, subject to extensive regulation by federal governments, state governments and the governments of foreign countries in which we conduct our business. The laws in the U.S. that directly or indirectly affect our ability to operate our business include, but are not limited to, the following:

·	the<br> Federal Food, Drug, and Cosmetic Act, which regulates the design, testing, manufacture,<br> labeling, marketing, distribution, and sale of prescription drugs and medical devices;
·	state<br> food and drug laws;
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·	the<br> federal Anti-Kickback Statute, which prohibits persons from knowingly and willfully soliciting,<br> offering, receiving, or providing remuneration, directly or indirectly, to induce the referral<br> for the furnishing of, or the purchase, order, or recommendation of, a good or service, for<br> which payment could be made under Federal Health Claims Processing Services (“FHCPs”),<br> such as Medicare, Medicaid, and TRICARE;
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·	state<br> law equivalents to the federal Anti-Kickback Statute, which may not be limited to government<br> reimbursed items;
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·	state<br> laws that prohibit fee-splitting arrangements;
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·	the<br> federal Civil False Claims Act, which imposes liability on any person or entity that<br> knowingly presents, or causes to be presented, a false or fraudulent claim for payment to<br> the government, including FHCPs;
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·	state<br> false claims laws that prohibit anyone from presenting, or causing to be presented, claims<br> for payment to third-party payers that are false or fraudulent;
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·	federal<br> crimes for knowingly and willfully executing a scheme to defraud any healthcare benefit program<br> or making false statements in connection with the delivery of or payment for items or services<br> under a healthcare benefit program;
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·	federal<br> law prohibiting offering remuneration to a Medicare or Medicaid beneficiary to influence<br> the beneficiary’s selection of a particular provider, practitioner, or supplier;
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·	the<br> federal Stark Law, which, in the absence of a statutory or regulatory exception, prohibits:<br> (i) the referral of Medicare or Medicaid patients by a physician to an entity for the provision<br> of designated healthcare services, if the physician or a member of the physician’s<br> immediate family has a direct or indirect financial relationship, including an ownership<br> interest in, or a compensation arrangement with, the entity; and (ii) submitting a bill to<br> Medicare or Medicaid for services rendered pursuant to a prohibited referral;
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·	state<br> law equivalents to the Stark Law, which may not be limited to government reimbursed items;
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·	the<br> Physician Payments Sunshine Act, which requires us to report annually to Centers for<br> Medicare and Medicaid Services certain payments and other transfers of value we make to U.S.-licensed<br> physicians, dentists, and teaching hospitals;
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·	the<br> Foreign Corrupt Practices Act, which generally prohibits companies and their intermediaries<br> from paying anything of value to foreign officials to influence any decision of the foreign<br> official in his or her official capacity or to secure any other improper advantage to obtain<br> or retain business;
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| --- | | · | HIPAA and Health Information Technology for Economic and Clinical Health and their implementing regulations, which govern the use, disclosure, and safeguarding of protected health information; | | --- | --- | | · | state privacy laws that protect the confidentiality of patient information; | | --- | --- | | · | Medicare and Medicaid laws and regulations that prescribe the requirements for coverage and payment, including the amount of such payment; state laws that prohibit the practice of medicine by non-physicians; and | | --- | --- | | · | the Federal Trade Commission Act and similar laws regulating advertising and consumer protection. | | --- | --- |

Each country in which we operate will have their own set of unique laws, which may include comparable laws to those listed above, and further laws for which there are not comparable laws in the U.S.

If our past, present, or future operations are found to be in violation of any of the laws described above or the other governmental laws or regulations to which we or our customers are subject, we could be subject to the applicable penalty associated with the violation, which could include civil and criminal penalties, damages, fines, exclusion from FHCPs, and the curtailment or restructuring of our operations. If we are required to obtain permits or license under these laws that we do not already possess, we could become subject to substantial additional regulation or incur significant expense. Any penalties, damages, fines, or curtailment or restructuring of our operations could be significant. The risk of potential noncompliance is increased by the fact that many of these laws have not been fully interpreted by applicable regulatory authorities or the courts, and their provisions are open to a variety of interpretations and additional legal or regulatory change. Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management’s attention from the operation of our business, damage our reputation, and cause a material adverse effect on our business, financial condition, and results of operations.

Product sales or introductionscould be delayed or canceled as a result of the regulatory requirements applicable to diabetes testing products, diabetes managementsystems, or both, for human use, which could delay the launch of the Diabetes Solution product, cause our sales or profitability to declineand have a material adverse effect on our business, financial condition, and results of operations.

The process of obtaining and maintaining regulatory approvals and clearances to market a medical device for human use from the FDA and similar regulatory authorities in other countries or regions can be costly and time-consuming, and we cannot provide assurance that such approvals and clearances will be granted. Pursuant to FDA regulations, unless exempt, the FDA permits commercial distribution of a new medical device only after the device has received 510(k) clearance or is the subject of a PMA. The FDA will clear marketing of medical device through the 510(k) clearance process if it is demonstrated that the new product is substantially equivalent to other 510(k)-cleared products. The PMA process is more costly, lengthy, and uncertain than the 510(k) clearance process, and must be supported by extensive data, including data from preclinical studies, and human clinical trials.

As we cannot provide assurance that any new products, or any product enhancements, that we develop for human use will be subject to the shorter 510(k) clearance process, significant delays in the introduction of any new products or product enhancement could occur. We cannot provide assurance that the FDA will not require a new product or product enhancement to go through the lengthy and expensive PMA process. Delays in obtaining regulatory clearances and approvals could:

·	delay<br> or eliminate commercialization of products we develop;
·	require<br> us to perform costly procedures;
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·	diminish<br> any competitive advantages that we may attain; and
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·	reduce<br> our ability to collect revenues or royalties.
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Although we have obtained 510(k) clearance from the FDA to market our Diabetes Solution product, we cannot provide assurance that the clearance of these systems will not be withdrawn or that we will not be required to obtain new clearances or approvals for modifications or improvements to our products. We will require 510(k) clearance from the FDA for the CGM units we wish to bundle as part of our Diabetes Solution product. We cannot provide assurance that we will receive such clearance once we apply. Furthermore, we may expect to require clearance of similar regulatory authorities abroad to market our Diabetes Solution products with CGM or BGM for human use.

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Our products for human healthare subject to recalls and other regulatory actions after receiving FDA clearance or approval. Our products for animal health may requireto be recalled or may require stop use orders to be issued.

The FDA and similar governmental bodies in other countries have the authority to require the recall of our products for human health in the event of material deficiencies or defects in design or manufacture. A government mandated or voluntary recall by us could occur as a result of component failures, manufacturing errors, or design defects, including defects in labeling. In addition to a regulatory body requiring a recall, we or our suppliers may determine a recall or stop use order is warranted based on defects in our products, for either the human health or animal health market. Any recall or similar stop use order would divert management’s attention and financial resources and harm our reputation with customers. Any recall or similar stop use order involving our Diabetes Solution or GluCurve products would be particularly harmful to us. However, any recall could have a material adverse effect on our business, financial condition, and results of operations.

Risks Related To Our OrdinaryShares

We may be unable to maintaincompliance with the OTCQB Standards for Continued Eligibility, which could cause our ordinary shares to be demoted from the OTCQB. Thiscould result in the lack of a market for our ordinary shares, cause a decrease in the value of an investment in us, and adversely affectour business, financial condition, and results of operations.

Our ordinary shares are currently quoted on the OTCQB tier of the electronic quotation service operated by OTC Markets Group. To maintain the listing of our ordinary shares on the OTCQB, we are required to meet certain listing requirements, including, among others (i) having audited annual financials by a Public Company Accounting Oversight Board auditor; (ii) meeting minimum bid price test of $0.01; (iii) maintaining Securities and Exchange Commission (“SEC”) reporting standards or equivalent alternative reporting standards; and (iv) not being in bankruptcy. If we fail to meet the OTCQB Standards for Continued Eligibility, the trading of our ordinary shares will most likely take place on a lower tier of the over-the-counter market, such as those established for financially distressed companies or those in bankruptcy. There is no assurance that we will meet the minimum Standards for Continued Eligibility. An investor is likely to find it less convenient to sell, or to obtain accurate quotations in seeking to buy, our ordinary shares on the OTC Pink, and many investors may not buy or sell our ordinary shares due to difficulty in accessing OTC Pink, or over-the-counter markets, generally, due to policies preventing them from trading in securities not listed on a national exchange, not maintaining SEC reporting requirements, or other reasons.

As the SEC imposes additionalsales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities. Thismeans that you may have difficulty reselling your shares, which may cause the value of your investment to decline.

Our shares are classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 (the “Exchange Act”), which imposes additional sales practice requirements on broker-dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, broker-dealers must make a special suitability determination and receive a written agreement from you prior to making a sale on your behalf. Due to the imposition of the foregoing additional sales practices, it is possible that broker-dealers will not want to make a market in our common stock. This could prevent you from reselling your shares and may cause the value of your investment to decline.

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The liquidity and tradingvolume of our ordinary shares could be low, and our ownership is concentrated.

The liquidity and trading volume of our ordinary shares has at times been low in the past and could again be low in the future. If the liquidity and trading volume of our ordinary shares is low, this could adversely impact the trading price of our shares, our ability to issue shares and our shareholders’ ability to obtain liquidity in their shares. In addition, our Chairman and Chief Executive Officer (or “CEO”), Sidney Chan, and his affiliates own in excess of 70% of our outstanding ordinary shares as at the date of this Annual Report.

As a result, Mr. Chan and his affiliates will be able to affect the outcome of, or exert significant influence over, all matters requiring shareholder approval, including the election and removal of directors and any change in control. In particular, this concentration of ownership of our ordinary shares could have the effect of delaying or preventing our change in control or otherwise discouraging or preventing a potential acquirer from attempting to obtain control of us. This, in turn, could have a negative effect on the market price of our ordinary shares. It could also prevent our shareholders from realizing a premium over the market prices for their ordinary shares. Moreover, the interests of this concentration of ownership may not always coincide with our interests or the interests of other shareholders. The concentration of ownership also contributes to the low trading volume and volatility of our ordinary shares.

Our share price has been,and could continue to be, volatile.

There has been significant volatility in the market price and trading volume of equity securities, which is often unrelated to the financial performance of the companies issuing the securities. These broad market fluctuations could negatively affect the market price of our shares. The market price and volume of our ordinary shares could fluctuate, and in the past has fluctuated, more dramatically than the stock market in general. You may not be able to resell your shares at or above the price you paid for them due to fluctuations in the market price of our shares caused by changes in our operating performance or prospects or other factors. Some factors, in addition to the other risk factors identified above, which could have a significant effect on our stock market price include, but are not limited to, the following:

·	actual<br> or anticipated fluctuations in our operating results or future prospects;
·	our<br> announcements or our competitors’ announcements of new products;
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·	the<br> public’s reaction to our press releases, our other public announcements, and our filings<br> with the SEC;
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·	strategic<br> actions by us or our competitors, such as acquisitions or restructurings;
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·	new<br> laws or regulations or new interpretations of existing laws or regulations applicable to<br> our business;
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·	changes<br> in accounting standards, policies, guidance, interpretations, or principles;
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·	changes<br> in our growth rates or our competitors’ growth rates;
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·	developments<br> regarding our patents or proprietary rights or those of our competitors;
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·	our<br> inability to raise additional capital as needed;
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·	concerns<br> or allegations as to the safety or efficacy of our products;
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·	changes<br> in financial markets or general economic conditions;
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·	sales<br> of shares by us or members of our management team, our board of directors (or “Board”),<br> our significant shareholders, or certain institutional shareholders; and
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·	changes<br> in stock market analyst recommendations or earnings estimates regarding our shares, other<br> comparable companies, or our industry generally.
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You could experience substantialdilution of your investment as a result of subsequent exercises of our outstanding options, outstanding warrants, future sales of ourequity, or the future grant of equity by us.

You could experience substantial dilution of your investment as a result of subsequent exercises of outstanding warrants issued as compensation for lending arrangements and outstanding options issued as compensation for services performed by employees, directors, consultants, and others, future sales of our equity, or the grant of future equity-based awards. As of December 31, 2022, an aggregate of 5,522,501,500 ordinary shares were authorized for issuance pursuant to the exercise of outstanding options and warrants having a weighted average exercise price of $0.006 per share. To the extent that such options and warrants are exercised, our existing shareholders will experience dilution. We rely heavily on equity awards to motivate current contractors and employees and to attract new employees. The grant of future equity awards by us to our contractors, employees and other service providers could further dilute our shareholders’ interests in us.

As we do not intend to paydividends, our shareholders will benefit from an investment in our ordinary shares only if the shares appreciate in value.

We intend to retain our future earnings, if any, to finance the expansion of our business and do not expect to pay any cash dividends in the foreseeable future. As a result, the success of an investment in our ordinary shares will depend entirely upon any future appreciation. There is no guarantee that our ordinary shares will appreciate in value or even maintain the price at which our shareholders purchased their shares.

We are organized under thelaws of the Republic of Singapore and our shareholders may have more difficulty in protecting their interest than they would as shareholdersof a corporation incorporated in the U.S., and we may have more difficulty attracting and retaining qualified Board members and executives.

Our corporate affairs are governed by our Constitution and by the Companies Act, 19867 of Singapore (the “Companies Act”). The rights of our shareholders and the responsibilities of the members of the Board under Singapore law are different from those applicable to a corporation incorporated in the U.S. Therefore, our shareholders may have more difficulty in protecting their interest in connection with actions taken by our management or members of the Board than they would as shareholders of a corporation incorporated in the U.S.

In addition, being a public company organized in Singapore may make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of the Board, particularly to serve on committees of the Board, and qualified executive officers.

As a foreign private issuer,we are exempt from a number of U.S. securities laws and rules promulgated thereunder and are permitted to publicly disclose less informationthan U.S. public companies must. This may limit the information available to holders of our ordinary shares.

We qualify as a “foreign private issuer,” as defined in the SEC’s rules and regulations. Consequently, we are not subject to all of the disclosure requirements applicable to public companies organized within the U.S. For example, we are exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act. In addition, our officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. For example, some of our key executives may sell a significant amount of our ordinary shares and such sales are not required to be disclosed as promptly as public companies organized within the U.S. would have to disclose. Accordingly, once such sales are eventually disclosed, the price of our ordinary shares may decline significantly. Moreover, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies. Also, we are not subject to Regulation FD under the Exchange Act, which regulation generally prohibits U.S. public companies from selectively disclosing material nonpublic information to certain persons without concurrently making a widespread public disclosure of such information. Accordingly, there may be less publicly available information concerning us than there is for U.S. public companies.

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As a foreign private issuer, we will file an annual report on Form 20-F within four months of the close of each fiscal year ended December 31 and furnish reports on Form 6-K relating to certain material events promptly after we publicly announce these events. However, due to the above exemptions for foreign private issuers, upon which we rely, our shareholders will not be afforded the same information generally available to investors holding shares in public companies that are not “foreign private issuers,” as defined in the SEC’s rules and regulations.

We may lose our foreign privateissuer status in the future, which could result in significant additional costs and expenses.

As a foreign private issuer, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. Under those rules, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and accordingly, our next determination of foreign private issuer status will be made on June 30, 2023.

Notwithstanding the foregoing, in the future, we could lose our foreign private issuer status if a majority of our ordinary shares are held by residents in the U.S. and if we fail to meet any one of the additional “business contacts” requirements. Although we intend to follow certain practices that are consistent with U.S. regulatory provisions applicable to U.S. companies, the loss of our foreign private issuer status would make such provisions mandatory. Our regulatory and compliance costs under U.S. securities laws if we are deemed a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and prospectuses on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. For example, we would become subject to Regulation FD, aimed at preventing issuers from making selective disclosures of material information. We also may be required to modify certain of our policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs.

Singapore law may impedeour takeover by a third-party.

The Singapore Code on Take-overs and Mergers contains provisions that may delay, deter or prevent our future takeover or change in control by a third-party for so long as we remain a public company with more than 50 shareholders. Any person acquiring an interest, whether by a series of transactions over a period of time or not, either on their own or together with parties acting in concert with such person, in 30% or more of our voting shares, or, if such person holds, either on their own or together with parties acting in concert with such person, between 30% and 50% (both inclusive) of our voting shares, and such person (or parties acting in concert with such person) acquires additional voting shares representing more than 1% of our voting shares in any six-month period, must, except with the consent of the Securities Industry Council in Singapore, extend a mandatory takeover offer for the remaining voting shares in accordance with the provisions of the Singapore Code on Take-overs and Mergers. While the Singapore Code on Take-overs and Mergers seeks to ensure equality of treatment among shareholders, its provisions may discourage or prevent certain types of transactions involving our actual or threatened change of control. These legal requirements may impede or delay our takeover by a third-party.

We may still be treated asa U.S. corporation and taxed on our worldwide income.

Certain transactions, whereby a U.S. corporation migrates to a foreign jurisdiction, can be considered an abuse of the U.S. tax rules as thereafter, the foreign entity is not subject to U.S. tax on its worldwide income. Section 7874(b) of the Internal Revenue Code of 1986, as amended (the “Code”), was enacted in 2004 to address this potential abuse. Section 7874(b) of the Code provides generally that certain corporations that migrate from the U.S. will nonetheless remain subject to U.S. tax on their worldwide income unless the migrating entity has substantial business activities in the foreign country to which it is migrating when compared to its total business activities.

Under Section 7874 of the Code, a corporation created or organized outside of the U.S. (i.e., a foreign corporation) will be treated as a U.S. corporation for U.S. federal income tax purposes (and, therefore, a U.S. tax resident and subject to U.S. federal income tax on its worldwide income) when (i) the foreign corporation acquires, directly or indirectly, substantially all of the assets held, directly or indirectly, by a U.S. corporation; (ii) after the acquisition, the stockholders of the acquired U.S. corporation hold at least 80% (by vote or value) of the shares of the foreign corporation by reason of holding shares of the U.S. acquired corporation; and (iii) after the acquisition, the foreign corporation’s expanded affiliated group does not have substantial business activities in the foreign corporation’s country of organization or incorporation when compared to the expanded affiliated group’s total business activities. For this purpose, “expanded affiliated group” means the foreign corporation and all subsidiaries in which the foreign corporation owns, directly or indirectly, more than 50% of the stock (by vote or value). Therefore, unless our expanded affiliated group continues to have substantial business in Singapore, we will be treated as a U.S. corporation for U.S. federal income tax purposes pursuant to Code Section 7874.

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U.S. Treasury regulation section 1.7874-3 provides that an expanded affiliated group will be treated as having substantial business activities in the relevant foreign country when compared to its total business activities if, in general, at least 25% of the expanded affiliated group’s employees (by number and compensation), tangible asset value, and gross income are based, located and derived, respectively, in the relevant foreign country (the “25% Test”).

So long as more than 25% of the employees, asset value, and gross income of our expanded affiliated group are located in Singapore, it is expected that we will continue to be treated as a foreign corporation under Section 7874. However, if for some reason we do not meet the 25% Test, we would likely be treated as a U.S. corporation under Section 7874 for U.S. federal income tax purposes.

We may be classified as aPassive Foreign Investment Company, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ordinaryshares.

Sections 1291 to 1298 of the Code contain the Passive Foreign Investment Company (“PFIC”) rules. These rules generally provide for punitive treatment to “U.S. Holders” (as defined below in “Item 10.E. – U.S. Federal Income Tax Considerations”) of PFICs. A foreign corporation is classified as a PFIC if more than 75% of its gross income is passive income or more than 50% of its assets produce passive income or are held for the production of passive income. These rules would not apply if the Section 7874(b) rules, as noted above, deem us to be considered a U.S. corporation for U.S. federal income tax purposes.

For purposes of the PFIC asset test, cash is treated as a passive asset. For purposes of the PFIC asset test, the active business assets held by our wholly owned subsidiaries (e.g., ALR Nevada and ALR Canada) will be deemed to be held by us. Moreover, the value of assets for purposes of the PFIC determination may be determined by reference to the public price of ordinary shares, which could fluctuate significantly. Therefore, there can be no assurance that we will not be classified as a PFIC for the 2022 taxable year or in the future. Certain adverse U.S. federal income tax consequences could apply to a U.S. Holder if we are treated as a PFIC for any taxable year during which such U.S. Holdings holds our ordinary shares.

ITEM 4.	INFORMATION ON THE COMPANY

A. Historyand Development of the Company

The legal and commercial name of ALR Singapore is “ALR Technologies SG Ltd.” ALR Singapore was originally incorporated under the laws of Singapore on May 16, 2020. ALR Singapore’s head office and principal address is 80 Robinson Road #02-00, Singapore 068898, and its telephone number is +65 3129 2924. Tricor Singapore Pte. Ltd. is ALR Singapore’s agent for service in Singapore, and its address is 80 Robinson Road #02-00, Singapore 068898.

ALR Singapore was originally incorporated as a wholly owned subsidiary of ALR Nevada. ALR Nevada was incorporated under the laws of the state of Nevada on March 24, 1987 as Mo Betta Corp. In December 1998, ALR Nevada’s common stock began trading on the Bulletin Board operated by the National Association of Securities Dealers Inc. under the symbol “MBET.” On December 28, 1998, it changed its name from Mo Betta Corp. to ALR Technologies Inc., and its trading symbol was changed to “ALRT.”

Pursuant to an Agreement and Plan of Merger and Reorganization, dated May 17, 2022, by and among ALR Singapore, ALR Nevada, and ALRT Delaware, Inc., a Delaware corporation (“ALR Delaware”), ALR Delaware, a wholly owned subsidiary of ALR Singapore, merged with and into ALR Nevada, with ALR Nevada continuing as the surviving entity and a wholly owned subsidiary of ALR Singapore (the “Redomicile Merger”).

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Upon the effectiveness of the Redomicile Merger, and pursuant to ALR Singapore’s registration statement on Form F-4 (File No. 333-265166) filed with the SEC and declared effective on September 23, 2022, ALR Singapore’s ordinary shares were approved for quotation on the OTCQB tier of the OTC Markets Group under the trading symbol “ALRTF.”

As a result of the Redomicile Merger, ALR Singapore currently has two subsidiaries: ALR Nevada and ALR Canada.

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC on www.sec.gov. You can also find information on our website, https://www.alrt.com. The information contained on our website or other information contained on the SEC website is not a part of this Annual Report.

B. BusinessOverview

We are a data management company that developed a comprehensive approach to diabetes care that includes: (i) an FDA-cleared and HIPAA-compliant Diabetes Solution product that collects data directly from BGM (and which was subsequently modified to integrate with CGM devices); (ii) a patent pending Predictive A1C algorithm to track treatment success between lab reports; and (iii) an FDA-cleared Insulin Dosing Adjustment (as defined below) program. From this technology portfolio, we have developed the Diabetes Solution product for human health, and our GluCurve product, a modified version of the Diabetes Solution, for animal health.

During 2011, we received FDA clearance and achieved HIPAA compliance for an early version of our Diabetes Solution product. We subsequently completed a clinic trial and pilot programs, which led to the development of its “Insulin Dosage Adjustment” technology, for which it received FDA clearance in 2017, and its “Predictive A1C” technology, for which it has submitted a worldwide patent application under the Patent Cooperation Treaty (the “PCT”) to the World Intellectual Property Organization. We have continued enhancing our Diabetes Solution technology by increasing functionality and capability to improve diabetes care for patients. We are actively seeking to commence revenue-generating activities for our Diabetes Solution product.

In 2020, we: (i) entered in an agreement with Bionime Corporation (“Bionime”) whereby we agreed to bundle our Diabetes Solution (or “app”) with Bionime BGM and diabetes test supplies and sell the bundle to diabetes patients of private medical clinics in Singapore; (ii) initiated a clinical pilot with Singapore General Hospital to validate the efficacy of the Diabetes Solution product in insulin-treated diabetes patients; (iii) entered into a memorandum of understanding (“MOU”) to form a collaboration with Diabetes Singapore, a non-profit Singapore-based organization serving the Singapore Minister for Health and a member of the International Diabetes Federation, with the view of raising the diabetes management standard in Singapore; and (iv) further improved our Diabetes Solution product to integrate with CGM devices.

In 2021, we: (i) announced we had developed a version of our Diabetes Solution product for animal health purposes under the brand name “GluCurve;” and (ii) announced our intent to redomicile to Singapore.

While our Diabetes Solution product is offered both individually and bundled with BGMs, we are focused on offering our Diabetes Solution product with cost-effective CGM devices. We believe that the current trend in diabetes care is shifting from the use of traditional BGM to the use of CGM devised, which we believe will become the standard of diabetes care. We believe that we are uniquely positioned to bundle our Diabetes Solution [application] with CGM to improve health outcomes globally at a price point that is reasonable for wide scale adoption.

On November 23, 2022, we entered into a co-branded products distribution agreement with Covetrus, Inc. (“Covetrus”), a global leader in animal health technology and services, for our GluCurve Pet CGM product, pursuant to which Covetrus has the exclusive right to sell our GluCurve Pet CGM product as a co-branded product throughout the U.S., Brazil, United Kingdom, European Union, and various other countries globally.

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On December 16, 2022, we entered into a long-term manufacturing and supply agreement with Infinovo Medical Co. Ltd. (“Infinovo”) for the CGM hardware used in our GluCurve Pet CGM product. The agreement gives us the exclusive rights to distribute the CGM hardware in the animal health market globally. The term of the agreement is for three years with consecutive one-year automatic renewals and contains termination rights for customary matters and termination rights at the discretion of the Company. The Company had originally entered into an agreement with Infinovo related to the supply of CGM hardware for the GluCurve Pet CGM on June 28, 2022, which subsequently terminated without obligation to either party as the conditions precedent to that agreement were not met.

We delivered the first order aggregating $160,000 for GluCurve Pet CGM units in December 2022 to Covetrus and subsequently launched the GluCurve Pet CGM at the Veterinary Meeting and Expo and CES tech event, both occurring in January 2023.

In January 2023, we collected proceeds of $160,000 in relation to the December 2022 delivery of GluCurve Pet CGM units. These GluCurve Pet CGM units utilized first generation CGM hardware provided by Infinovo. A portion of the CGM hardware supplied to us did not meet the GluCurve Pet CGM specifications for the end users. Accordingly, we will provide either refunds or replacement CGM Hardware units to Covetrus for those units which did not meet the GluCurve Pet CGM specifications. We are working with Covetrus to determine the amount of refund or replacement CGM Hardware units we will be issuing and expect to be offsetting the related cost against a warranty claim from Infinovo. We are evaluating options to launch the second generation CGM Hardware for the GluCurve Pet CGM and expect to have our supply of the second generation CGM Hardware secured in Q2 2023 and the initial shipments occurring during or prior to Q3 2023.

ContinuousGlucose Monitoring

A CGM device is worn on the body of a diabetic subject for up to 14 days and continually takes glucose (blood sugar) readings every 1-5 minutes. A CGM consists of three pieces:

1.	a<br> sensor that measures glucose levels in the interstitial fluid that is attached to the skin<br> of the subject via an adhesive pad;
2.	a<br> Bluetooth transmitter that wirelessly sends the glucose readings to a mobile device or reader<br> and can be integrated into the sensor or come as a separate piece that clips into the sensor;<br> and
---	---
3.	an<br> applicator that applies the sensor onto the subject.
---	---

CGM devices were developed to improve upon general limitations of BGM. A CGM can be factory calibrated thus eliminating the need for diabetics to prick their finger to test blood on a strip inserted into a BGM throughout the day. A CGM works by utilizing glucose oxidase-based enzymes that are coated onto an electrode that is inserted into the subcutaneous tissue when the sensor is applied to the skin. The transmitter then securely sends the data wirelessly to a receiver, such as a mobile device, where the data is organized and displayed for the user.

All subjects have a target blood glucose range. Time in range is the amount of time a subject spends in the target blood glucose range. The time in range method works with the data provided by the CGM’s data by looking at the amount of time the subject’s blood sugar has been in target range and the times the subject has had high blood sugar or low blood sugar. This data is helpful in finding out which types of foods and what activity level causes the subject’s blood sugar to rise and fall and assessing adherence to a care plan.

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CGM for Animal Health

For a discussion of our CGM for Animal Health, see the discussion on our GluCurve Pet CGM product throughout this Item 4.B. Business Overview.

CGM for Human Health

We are evaluating CGM systems to bundle with our Diabetes Solution product for human health. We expect to secure CGM system supply during 2023, subsequent to which we can initiate a clinical trial and prepare for a subsequent clearance from regulatory authorities to sell in key target countries for roll out. We are targeting to offer our Diabetes Solution product bundled with CGM with pricing to compete with the standalone BGM offerings. No assurance can be given that we will secure CGM supply for human health, initiate a clinical trial, apply for regulatory clearance to market CGM for human health, or commercialize CGM for human health thereafter.

The Diabetes Pandemic

Diabetes is a leading cause of death, serious illness and disability globally. The International Diabetes Federation (the “IDF”) reports that globally, 1 in 10 adults (537 million people ages 20-79) are living with diabetes (diagnosed and undiagnosed instances). This is expected to increase to 643 million by 2030 and 783 million by 2045. The IDF further reports that globally, diabetes was responsible for 6.7 million deaths in 2021 and cost at least $966 billion annually in 2021. This was an increase in cost of 316% from 15 years prior.

Data from the American Diabetes Association (“ADA”) shows, as of 2019, 37 million Americans have diabetes and 96 million Americans have prediabetes. That is 1 in 3 Americans coping with the disease or serious threat of it. The ADA also reports that as of 2017, the total cost of diagnosed diabetes in the US $327 billion annually ($237 billion in direct medical costs and $90 billion in reduced productivity), putting serious drag on an already strained healthcare system. After adjusting for population age and sex differences, the ADA determined that people with diagnosed diabetes had average medical expenditures 2.3 times higher than what expenditures would be in the absence of diabetes.

Diabetes is a lifelong chronic disease with no cure. However, people with diabetes can take steps to control their disease and reduce the risk of developing the associated serious complications, thereby controlling healthcare costs. The Canadian Diabetes Association Clinical Practice Guidelines Expert Committee reports that, “Successful diabetes care depends on the daily commitment of persons with diabetes mellitus to self-manage through the balance of lifestyle and medication. Diabetes care should be organized around a multi- and interdisciplinary diabetes healthcare team that can establish and sustain a communication network between the person with diabetes and the necessary healthcare and community systems.” Diabetes incidence rates, economic costs and human costs are increasing even though we know how to control the disease. The Diabetes Control and Complication Trial conducted from 1983 to 1993 outlined management as follows:

·	Testing<br> blood glucose levels four or more times per day;
·	Injecting<br> insulin at least three times a day or using an insulin pump;
---	---
·	Adjust<br> insulin dose according to food intake and exercise;
---	---
·	Following<br> a diet and exercise plan; and
---	---
·	Monthly<br> visits to healthcare team.
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Failureto Control Diabetes

We believe there are five causes for diabetes to not be controlled:

1.	Patient<br> non-adherence;
2.	Unreliable<br> data;
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| --- | | 3. | Data overload; | | --- | --- | | 4. | Clinical inertia; and | | --- | --- | | 5. | Insulin under prescription. | | --- | --- |

PatientNon-adherence

As noted in Patrick Connole, “UnitedHealthcare, Other Large Insurers Seek Better Adherence to Diabetes Care”, Health Plan Week, February 11, 2013 Volume 23 Issue 5, 80% of U.S. patients with diabetes do not follow their prescribed care plan. Central to conventional diabetes care is patient self-management.

UnreliableData

As noted in Gonder-Frederick, L.A., et al, “Self-Measurement of Blood Glucose: Accuracy of Self-Reporting Data and Adherence to Recommended Regimen” Diabetes Care, Volume 11, no. 7, July 1988, 77% of patient data contain errors.

DataOverload

HCPs face a lack of timely and reliable blood glucose data, resulting in delays to advance therapy and sub-optimal insulin dosing. The amount of patient data for clinicians to analyze is too vast and significant during 15-minute clinical appointments and the information they have is unreliable.

ClinicalInertia

As noted in Khunti, K., et al, “Clinical Inertia in People with Type 2 Diabetes: A Retrospective Cohort Study of More than 80,000 People” Diabetes Care, Volume 36, no. 11, July 2013, across over 80,000 patients, when A1C goals were not met, therapy intensification was late across every measure. It was noted that clinical inertia means the failure to intensify therapy when the need is clinically indicated. It took on average 19 months to escalate patients with an average A1C of 8.7% from single medication to dual therapy and 82 months to escalate patients with an average A1C of 8.8% from dual medication to triple therapy. Furthermore, they found that it took approximately 20 years to advance patients with an average A1C of over 9% to insulin. At the end of the study, less than 50% of the patients had their treatment intensified.

Furthermore, in treatment intensification for patients with Type 2 diabetes and poor glycemic control by Fu and Sheenan, it was noted that out of 11,525 patients investigated with an A1C greater than 8% patients received intensification as follows:

·	37%<br> within 6 months;
·	11%<br> within 6-12 months; and
---	---
·	52%<br> never.
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Failure to respond to higher than targeted A1C with treatment intensification puts patients with escalated A1C at risk for complications and diabetes-associated co-morbidities.

InsulinUnder Prescription

Insulin dosing is complex requiring review of large amounts of data, which takes significant amounts of time. We believe HCPs routinely under prescribe insulin to ensure they avoid insulin dosage adjustments, which could result in hypoglycemia for their patients.

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ClevelandClinic Study

A team at Cleveland Clinic examined historical electronic medical record data of more than 7,300 patients with Type 2 diabetes and concluded that there is a pervasiveness of clinical inertia for the management of Type 2 diabetes in real-world clinical practice settings.

The selected patients had an A1C value of ≥ 7% on a stable regimen of two oral anti-diabetic agents for at least six months (from 2005 to 2016). The median time to treatment intensification after A1C was above target was longer than one year. For patients with an A1C of ≥ 9%, therapy was not intensified in 44% of patients.

According to lead study author Dr. Kevin Pantalone of Cleveland Clinic’s Endocrinology & Metabolism Institute, “Short of a patient reporting non-adherence to their existing regimen of diabetes therapies, it is hard to imagine a reason why treatment intensification was not observed more frequently, when indicated, particularly in patients with an A1C ≥ 9%. In general, if intensificationdoes not occur, the A1C can be expected to stay the same or get worse, it is not magically going to get better.” (emphasis added)

CompanyProducts

DiabetesSolution

We developed our Diabetes Solution product to address the diabetes marketplace globally. Our Diabetes Solution product utilizes internet-based technologies to facilitate HCP’s ability to monitor their diabetes patients’ health and seek to ensure adherence to health maintenance activities.

Our Diabetes Solution product is a comprehensive approach to diabetes care that includes: an FDA-cleared and HIPAA-compliant diabetes management system that collects data directly from BGM and CGM devices; a patent pending Predictive A1C algorithm to track treatment success between lab reports and an FDA-cleared Insulin Dosing Adjustment program. Our Diabetes Solution product is designed to process and convert each data set to a Predictive A1C value and shares it with the patient’s physician. Our Diabetes Solution product provides the physician with therapy advancement suggestions based on current clinical practice guidelines. Patients are expected to receive therapy assessments and adjustments in much shorter cycles, which we expect to keep A1Cs at target, mitigate diabetes complications and reduce costs of care.

In addition to Insulin Dosage Adjustment, our Diabetes Solution product also offers an algorithm intended to provide prescribers support for timely non-insulin medication advancements. The overall goal is to optimize diabetes drug therapies to drive improved patient outcomes. The program is designed to track performance of all clinical activities to ensure best practices are followed. Our Diabetes Solution product gives HCPs a platform for remote diabetes care, intended to minimize patient exposure to potential infections in clinical settings. Currently, we are focused on diabetes and intend to expand our services to cover other chronic diseases anchored on verifiable data.

Our Diabetes Solution product consists of hardware, software and diabetes test supplies. We designed our Diabetes Solution product to be focused on the HCP and is agnostic and proactive. Our software operates on iOS, Android, Windows, and MacOS systems. Our Diabetes Solution product with BGM consists of a branded glucose meter, diabetes test strips, lancets, and a carrying case. Our technology is designed to collect all the blood glucose data from the glucose meters, upload it to a secure account and ship diabetes test strips as required. The patient data is aggregated to a Predictive A1C value for a comprehensive view of the treatment plan and is intended to promote patient adherence to the plan, with the data available (and messaged) to authorized people.

Our Diabetes Solution product addresses the five causes for not controlling diabetes with:

·	Active<br> patient monitoring;
·	Direct<br> meter uploads;
---	---
·	Machine<br> intelligent data processing;
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| --- | | · | Predictive A1C; and | | --- | --- | | · | Insulin Dosage Adjustment. | | --- | --- |

Active Patient Monitoring

Industry data indicates that 50% or more of people on medications do not take them as prescribed, which noncompliance contributes to 10% of hospitalizations and billions of dollars spent annually in excessive and preventable healthcare costs. Reminding a person to take an action is the first step in our system; monitoring their actions and their data is the second, and intervention when needed is the important follow-up.

Our Diabetes Solution product monitors patient uploads and the underlying data providing more timely access to patient blood glucose data. It also initiates interventions by notifying the HCP of out-of-range results or failure to upload data in accordance with the requirements of the care plan. It does not rely upon the patient for uploading data. Our Diabetes Solution product provides the notifications and audit trail needed for achieving best practice results. Its performance tracking allows care teams to identify areas in treatment plans that require change or improvement.

Direct Meter Uploads

Data is uploaded via Bluetooth directly from the glucometer into our application. We expect this to increase the accuracy and reliability of the data based on the results of testing.

Machine Intelligent DataProcessing

Our machine intelligence processes large amounts of data, notifies relevant stakeholders and flags patients for review making collaboration real time. Across segments and populations, this also provides significant data points on use of diabetes test strips and insulin, which may be significant for businesses in those industries.

Predicative A1C

Predictive A1C is a patent-pending unique feature included into the Diabetes Solution product for monitoring the effectiveness of care plans. This technology utilizes data diagnostics to compare targeted A1C with indicated results. Weekly patient blood glucose data is evaluated, and HCPs are notified as needed for care plan review when blood glucose values exceed parameters set by the HCPs. Our platform provides HCPs with patient prioritization reports and alerts based on the Predictive A1C measures and other related diagnostics. Predictive A1C was designed to assist HCPs in addressing clinical inertia in diabetes care.

Insulin Dose Adjustment

Insulin Dose Adjustment is an FDA-cleared feature that makes optimal insulin adjustment suggestions to HCPs based on dosing guidelines from organizations like the ADA. This ensures that HCPs are making timely insulin dosage assessments based on the blood testing results uploaded. Our next phase of technology advancement will produce an algorithm for advancing non-insulin diabetes therapies according to clinical practice guidelines.

History Behind the DiabetesSolution

In August 2010, we received the results of a clinical trial conducted by Dr. Hugh Tildesley using the Health-e-Connect System (subsequently advanced and rebranded as the Diabetes Solution). The trial showed A1C dropping from 8.8% to 7.6% for the Intervention Group using our Health-e-Connect System as part of a diabetes management program. The A1C test is important in diabetes treatment management as a long-term measure of control over blood glucose for diabetes patients. According to the Center for Disease Control and Prevention, “In general, every percentage drop in A1C blood test results (e.g., from 8% to 7%), can reduce the risk of microvascular complications (eye, kidney and nerve diseases) by 40%.” The trial served as the basis for an article titled Effect of Internet Therapeutic Intervention onA1C Levels in Patients with Type 2 Diabetes Treated with Insulin, which was published in the August 2010 Diabetes Care publication.

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In July 2011, the follow-up results of the Dr. Tildesley clinical trial were published in the Canadian Journal of Diabetes. Dr. Tildesley conducted a 12-month study using Health-e-Connect System as an Internet-based Glucose Management System (“IBGMS”) to provide intensive blood glucose control to determine the effects of internet-based blood glucose monitoring on A1C levels in patients with Type 2 diabetes treated with insulin. Dr. Tildesley concluded that, “While IBGMS intervention was not a substitute for the patient–physician interaction in a clinical setting, it significantly improved A1C and, over time, we observed better glycemic control and patient satisfaction.”

In October 2011, we received 510(k) clearance from the FDA for this iteration of the Health-e-Connect System. This system offered remote monitoring of patients in support of effective diabetes management programs. The 510(k) clearance enabled us to commence with the U.S. marketing and sales of its Health-e-Connect System.

In September 2014, we initiated our pilot program with one of the Kansas City Metropolitan Physician Association (“KCMPA”) clinics to deploy its Health-e-Connect System. Data from the KCMPA pilot program indicated that a number of patients had achieved reductions in their A1C levels. Furthermore, the data indicated that patients that left the pilot program had increases in A1C subsequent.

On February 18, 2015, we filed a 510(k) application with the FDA to add a remote insulin dosing recommendation feature to our Diabetes Solution product. We utilized the publicly available algorithm of the American Association of Clinical Endocrinologists (“AACE”) and ADA. This feature allows us to regularly run a patient’s blood glucose data (and other key data) through the AACE and ADA algorithm. When the algorithm indicated that the patient’s dose may not be optimal, our Diabetes Solution product would provide the HCP that a dose change may be warranted and what the change would be based on AACE and ADA guidelines. The decision about the dose change would rest entirely with the HCP. However, this new feature may make a significant contribution to improving the outcomes of diabetes patients if it allowed HCPs to keep their patients at the optimal dose for longer periods. On September 18, 2017, we received clearance from the FDA for its Insulin Dosage Adjustment feature within our Diabetes Solution.

On June 20, 2017, Sidney Chan, our CEO, filed a worldwide patent application under the PCT to the World Intellectual Property Office for the Predictive A1C feature. We hold the rights to use the Predictive A1C feature. During the 2019 year, we and the CEO entered into the National Phase for the applications by applying to target member countries.

During 2019, we added automated patient management to our Diabetes Solution product. We were previously seeking to have a private label glucometer, diabetes test strips, lancets, and carrying cases produced as part of our Diabetes Solution product globally. We are now focused on securing supply of CGM to bundle with our Diabetes Solution product for the global marketplace.

Also during 2019, we initiated support for CGM systems with our Diabetes Solution product. CGM has become the standard of care for patients with Type 1 diabetes and is quickly gaining favor with Type 2 diabetes patients who use insulin. During 2020, we advanced our Diabetes Solution product to integrate with CGM.

During 2021, we enrolled a small number of patients with diabetes in Singapore into our Diabetes Solution product, which provided for improved efficacy of our Diabetes Solution product.

PrediabetesSystem

A prevention-based feature of our Diabetes Solution product, the Prediabetes System, has been designed in direct response to discussions with government healthcare authorities for a scalable solution to the growing problem of prediabetes. Our Prediabetes System provides patients with educational videos and supplemental content formatted for mobile devices and a private online community to discuss disease management (e.g., support, weight loss, diet, etc.). Most importantly, our Prediabetes System tracks patients and reminds them to test their A1C according to payer protocols.

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GluCurvePet CGM

We have developed our GluCurve Pet CGM product to address an unmet need in diabetes care for felines and canines by combining the hardware of a CGM with the software of an adapted version of our Diabetes Solution product for use by veterinarians in animal health.

Our GluCurve Pet CGM product allows the blood glucose readings from the medical device placed on the pet to be uploaded to our cloud storage system (the “Cloud”) where the data is processed and converted into daily glucose curve graphs and data sets that can be reviewed and compared by the veterinarian at any time. The system provides the veterinary doctor with insulin dose calculators and recommendations based on current clinical practice guidelines.

The current method to monitor glucose levels in diabetic felines and canines is to prepare an in-clinic glucose curve that consists of the following steps:

1.	The pet is dropped off at a veterinary clinic;
2.	The pet is given an insulin shot;
---	---
3.	The clinic staff will draw blood every 2 hours for 10-12 hours, performing the following steps each time:
---	---
a.	test the blood in a BGM;
---	---
b.	record readings;
c.	plot the data into a graph;
d.	assess the effectiveness of the insulin dose and glycemic control; and
4.	The pet is picked up by their owner.
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Our GluCurve Pet CGM product is designed to solve the multiple issues that arise from doing an in-clinic glucose:

·	inaccurate data;
·	manual process of data collection, review and analysis; and
---	---
·	burden on the clinic staff and the pet owner.
---	---

InaccurateData

A CGM is placed on the pet by the veterinarian in minutes and the pet is sent home where the glucose readings will be automatically taken and uploaded for up to 14 days. This eliminates the stress on the animal from being housed in the clinic and from getting its blood drawn, which can elevate glucose levels. A CGM also provides readings every five minutes, which gives better insight to the veterinarian of the highs and lows of the pet’s glucose levels throughout the day. This is often missed when only checking every two hours during an in-clinic glucose curve.

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ManualProcess of Data Collection, Review and Analysis

A CGM automatically uploads 288 glucose readings per day to the Cloud, where the data is analyzed, organized, then displayed on the platform for the veterinarian to view. Our GluCurve product provides the pet owner and practitioner with the historical blood glucose data to allow for management and tracking of the pet’s health.

Burdenon Clinic Staff and Pet Owner

A CGM is placed on the pet in minutes, after which they are sent home, greatly reducing the time spent by the staff during an in-clinic glucose curve of caring for the pet and manually drawing blood and recording readings every two hours. Our GluCurve product also greatly reduces the time needed by the doctor to review and make insulin dose adjustments by offering dosing calculators, guidelines, and decision flowcharts based on current clinical practice guidelines.

Reimbursementfor Health Professionals

We continue to work to obtain confirmation that our Diabetes Solution product will allow for services to be provided by physicians that will be reimbursed by health insurance companies. The reimbursement would be a breakthrough, as physicians will be paid to provide these important new services to their patients with chronic conditions.

BusinessDevelopment and Marketing Strategy

We are focusing our efforts on introducing and marketing our Diabetes Solution and GluCurve products to medical clinics, veterinary clinics, hospitals, HCPs, and pharmaceutical companies. We believe healthcare and health benefit plans can achieve a significant return on investment from utilizing the product by keeping employees/plan members healthy.

We have achieved collaborations with entities in Singapore and are targeting organizations with global operations in order to work with their sales network to distribute our products.

In December 2022 we entered into a distribution agreement with Covetrus for the distribution of the GluCurve Pet CGM product.

Other Products

We do not have any products or product candidates outside of our Diabetes Solution and GluCurve products.

Manufacturers

· We have entered into an agreement with Bionime, pursuant to which we will produce, market, and sell the Diabetes Solution to diabetes patients of private physicians in Singapore. Bionime is also responsible for providing orientation materials to the physicians in Singapore in order to facilitate patient enrollment into the Diabetes Solution platform. Under the terms of this agreement, we are required to maintain the Diabetes Solution platform, create new portals for the clinics enrolling patients to allow for patient management to be provided by the clinics, and to perform administration of payment based on funds collected. As of December 31, 2022, we had generated approximately $9,835 in sales under this agreement.

· We are evaluating options for the supply of CGM to be combined with the Diabetes Solution for the human health sector.

· On December 16, 2022, we entered into a long-term manufacturing and supply agreement with Infinovo for the CGM hardware used in our GluCurve Pet CGM product. The agreement gives us the exclusive rights to distribute the Infinovo CGM hardware in the global animal health market.

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SellingActivities

We are actively seeking alliances with healthcare organizations, pharmaceutical companies, insulin providers, and other healthcare companies that can act as catalysts to effect positive change for containing healthcare costs and improving health outcomes. We will work with these types of organizations to introduce our Diabetes Solution and GluCurve products to their network and seek to start significant pilot projects that will lead to revenue-generating arrangements. In December 2022 we entered into a distribution agreement with Covetrus for the distribution of our GluCurve Pet CGM product.

Patentsand Trademarks

Our Chairman and CEO has the following patent applications under the PCT: PCT/CA2017/050753 dated June 27, 2017. Title is “method and system for monitoring a diabetes treatment plan.”

This patent application has been submitted to Canada, the U.S., Europe, Singapore and Australia. We hold an exclusive license to the patent applications.

We have submitted a trademark application in the U.S. for GluCurve dated July 15, 2021 under the serial number 90830675. The application is pending.

Competition

We compete with other corporations that produce diabetes compliance devices, monitoring systems, and wellness applications, many of whom have greater financial, marketing, and other resources than we do.

Human Health

A few companies currently offer human compliance monitoring systems for diabetes, but either (i) at much higher prices; (ii) have fewer benefits than our system; or (iii) they do not have FDA clearance. Our competition includes, but is not limited to, Livongo, Glooko, WellDoc, Medtronic, iGlucose and Microsoft HealthVault.

We feel none of these companies currently offer a comprehensive compliance system that offers the full spectrum of benefits and features that our Diabetes Solution product does with potential cost efficiencies. We believe that while some of the competitors address the issues of unreliable data and patient non-adherence, none of the competition address data overload, clinical inertia, or insulin under prescription from our perspective.

****AnimalHealth

Diabetes care for animal health is predominately based utilizes BGM systems, for which we believe the largest and most established product is the AlphaTRAK. In addition, there are other off-label CGM systems for human health being used for the animal health market. We note that the BGM systems and off label CGM systems do not provide the same unique offering our GluCurve Pet CGM product can provide through our software / app component.

Employeesand Independent Contractors

We currently have 7 personnel under employment agreements. We currently have 18 personnel under independent contractor or consulting arrangements. Our employees and independent contractors have contracts that outline their roles and responsibilities, as well as confidentiality requirements for all matters pertaining to us.

Revenue

We generated $2,367 in revenue during the year ended December 31, 2022, $7,468 in revenue during the year ended December 31, 2021, and did not generate any revenue in 2020. For the past several years, we have been devoting our efforts to developing and commercializing our Diabetes Solution product, which is a diabetes management system that combines patient monitoring, patient adherence, care team communications, automated patient management, and insulin dosage suggestions.

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RecentDevelopments

On December 4, 2020, we filed a Form S-1 Registration Statement to distribute subscription rights to purchase up to an aggregate 127,522,227 shares of our ordinary shares at a price of $0.05 per share. As at December 31, 2021, we issued 26,496,635 unrestricted shares related to proceeds received of $1,324,832. We had until October 29, 2021 to sell the remaining 101,025,592 shares for total proceeds of $5,051,280, if exercised. On December 14, 2021, we filed a post-effective amendment to distribute subscription rights to purchase up to an aggregate 101,025,592 ordinary shares at a price of $0.05 per share. Each shareholder as of the record date of the December 4, 2020 Form S-1 Registration Statement who received rights and had not previously exercised those subscription rights as of the expiration date of January 22, 2021, received one subscription right for each previous subscription right held as at such time.

This extension of rights expired March 15, 2022. However, management provided the opportunity to shareholders who may have received their rights offering mailing package with insufficient time to exercise their subscription rights, to contact us regarding any desire to exercise such rights. In such cases, we intended to allow for the exercise of subscription rights by such shareholders until April 1, 2022. As of the date of this Annual Report, only nominal funds have been invested as a result of the extended Rights Offering. In March 2022, we recognized share subscription receivable of $25 pursuant to our registration statement and issued an additional 500 ordinary shares for gross proceeds of $25. Per the terms of the extended rights offering, management may, in its discretion, allocate unexercised subscription rights to non-shareholders within 150 days (August 12, 2022) following the expiration date of March 15, 2022. The subscription rights were cancelled on July 7, 2022.

On March 18, 2022, we extended the commitment letters previously issued to two creditors who are relatives of our Chairman and CEO offering them an aggregate 20,000,000 ordinary shares in exchange for the extinguishment of $1,541,000 in promissory notes and interest payable from December 31, 2021 to December 31, 2022. On February 15, 2023, the Company extended the offer letters from December 31, 2022 to December 31, 2023 for the settlement of $1,584,000 in promissory notes and interest payable. As of the date of these consolidated financial statements, the offer letters have not been executed.

On March 18, 2022, we modified 70,000,000 options previously granted to a number of advisors and independent contractors by extending the vesting period under vesting terms, which have not been met, from September 30, 2021 and December 31, 2021 to December 31, 2022 and from June 30, 2022 to June 30, 2023.

On March 18, 2022, we amended 2,500,000 options previously granted to an individual on October 4, 2021 by vesting 1,000,000 options and cancelling the remaining 1,500,000 options with performance conditions.

Effective March 18, 2022, we cancelled 20,000,000 share options exercisable at $0.015, 10,000,000 share options exercisable at $0.035, and 28,500,000 exercisable at $0.05 related to the termination of certain contractors.

In March 2022, we received an advance from a shareholder for Singapore (“SGD”) $270,000 ($194,049), with a fixed interest amount of SGD$8,000, the principal of which was repaid in full.

On April 27, 2022, we provided termination notice to a contractor, and as a result, the contractor’s 30,000,000 share options exercisable at $0.05 were cancelled, unvested, effective June 30, 2022.

On June 3, 2022, we issued an aggregate 9,250,000 ordinary shares at a fair value of $0.04 per share in exchange for the retirement of $125,000 of accounts payable and $245,000 for bonuses issued and recognized in consulting fees.

On July 7, 2022, we entered into an Option Agreement with Sidney Chan, which grants Mr. Chan the option to acquire 115,500,000 options exercisable at $0.05 until December 31, 2026.

On July 12, 2022, we received advances from a relative of Sidney Chan aggregating SGD$500,000, with interest of $150 per day outstanding, payable upon maturity or early payment, which matured on August 31, 2022. The principal amount of SGD$500,000 was repaid on July 18, 2022.

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On November 25, 2022, we modified 5,300,000 options previously granted to a number of advisors and independent contractors by extending the expiry date from November 25, 2022 to December 31, 2025.

During the year ended December 31, 2022, we recorded a total of $5,770,180 in compensation expense, $4,004,906 related to the vesting of stock options granted in 2022, and $1,765,274 related to the vesting of stock options granted in 2021, including the $58,967 from the modification of vesting terms of 1,000,000 options.

On January 25, 2023, we modified 20,500,000 options previously granted to a number of advisors and independent contractors by extending the expiry date from January 31, 2023 to December 31, 2025.

On February 21, 2023, we extended the commitment letters previously issued to two creditors who are relatives of our Chairman and CEO of the Company offering them an aggregate 20,000,000 ordinary shares in exchange for the extinguishment of $1,584,000 in promissory notes and interest payable from December 31, 2022 to December 31, 2023.

On February 21, 2023, we modified 80,000,000 options previously granted to a number of advisors and independent contractors by extending the vesting period under vesting terms, which have not been met, from December 31, 2022 and June 30, 2023 to December 31, 2023. The Company also modified 7,500,000 options previously granted to an independent contractor by amending the vesting wording.

Effective February 21, 2023, we cancelled 25,000,000 stock options exercisable at $0.05 related to the termination of certain contractors.

On February 21, 2023, we granted an independent contractor the option to acquire 3,000,000 ordinary shares of the Company at a price of $0.05 per share until April 12, 2024.

On March 9, 2023, we received warrant exercises to acquire an aggregate 12,000,000 ordinary shares at a price of $0.002 per share to be applied against interest payable to four individuals for an aggregate $24,000. As a result of the warrant exercises, the Company reclassified $1,440,063 from additional paid-in capital to share capital on exercise of warrants.

During March and April 2023, we entered into shares for debt agreements with two creditors to issue an aggregate 7,500,000 ordinary shares at a weighted average price of $0.031 per share for an aggregated purchase price of $235,000 in exchange for the retirement of $170,000 of accounts payable and the prepayment of service fees of $65,000.

Additional Financing

In March 2022, we received an advance from a shareholder for SGD$270,000 ($194,049), with a fixed interest amount of SGD$8,000, the principal of which was repaid in full.

On May 31, 2022, we received advances from two shareholders for SDG$70,000 ($50,309), with a fixed interest amount of $2,000, the principal of which was repaid in full and $25,000, with a fixed interest amount of $2,000, the principal of which was repaid in full.

On June 6, 2022, we received an advance from a shareholder for $25,000, with a fixed interest amount of $2,000, the principal of which was repaid in full.

On September 6, 2022, we entered into a loan agreement (the “KWC Loan Agreement”) with Kan Wan Chen Pte. Ltd., a Singapore private company limited by shares (“KWC”), memorializing KWC’s prior aggregate advances to us of SGD$2,500,000 and KWC’s agreement option to make additional advances to us from time to time for the purpose of commercializing our GluCurve Pet CGM product, clinical trials for the Diabetes Solution for human health, working capital and general corporate purposes. Under the terms of the KWC Loan Agreement, we may repay the principal owing thereunder at any time prior to the launch of our second generation GluCurve Pet CGM product, in whole or in part, at our option, with a payment equal to 120% of such principal amount owing. Any such principal amounts repaid prior to the launch of our second generation GluCurve Pet CGM product will not be subject to the royalty payment described herein. Subject to the foregoing, we are obligated to pay KWC $10 from the sale of each unit of GluCurve Pet CGM sensors sold to its distributor, which will be accounted for as follows: (i) $5 as a reduction in the principal balance owing to KWC; and (ii) $5 as a royalty payment to compensate KWC for the cost of the principal advances. 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. In connection with the loan, we are obligated to grant KWC: (i) a general security interest in our assets; and (ii) a first right to any proceeds received as liquidated damages, or similar, pursuant to our manufacturing and supply agreement with Infinovo, or an alternative similar arrangement, subject to such agreement or arrangement being finalized. Ms. Christine Kan is a director and significant shareholder of KWC. Ms. Kan is also our director and Vice President (“VP”) of Corporate Development, one of our insiders and the spouse of Sidney Chan.

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C. OrganizationalStructure

Our legal and commercial name is “ALR Technologies SG Ltd.” We were originally incorporated under the laws of Singapore on May 16, 2020, as a wholly owned subsidiary of ALR Nevada. Upon completion of the Redomicile Merger, we became the parent of ALR Nevada. Currently, we have two wholly owned subsidiaries: ALR Nevada and ALR Canada.

D. Property,Plant and Equipment

We lease an office space, with furniture, located at 146 Emerald Hill Road, #03-13, Singapore, 229430 for its corporate office in Singapore. The lease has a one-year term.

ITEM 4A.	UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. OperatingResults

General

Our business is focused on enhancement of adherence to disease and healthcare management programs through artificial intelligence, machine learning, patient monitoring, and improved communications. Our primary business markets are healthcare providers, the providers of health insurance, and the providers of disease and case management services, including the home care industry.

The largest potential for sustainable long-term growth and value generation lies with the market segments that have the most influence on the end-user and the most to gain from improved healthcare results. These market segments are the health insurance providers, and the medical clinics and physicians who provide the care for people with chronic disease, and veterinary clinics and veterinary doctors who provide care for felines and canines. Our focus is on penetrating the full cycle of healthcare services, including medical clinics, hospitals, and health plans, and veterinary clinics with diabetics being the initial patient targets.

Revenue

We generated $2,367 in revenue during the year ended December 31, 2022, $7,468 in revenue during the year ended December 31, 2021, and did not generate any revenue in 2020. For the past several years, we have been devoting our efforts to developing our Diabetes Solution product and developing and commercializing our GluCurve Pet CGM product.

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Product Development

During the fiscal year ended December 31, 2022, the majority of our product development efforts were expended to:

·	Further<br> develop our Diabetes Solution and GluCurve Pet CGM products;
·	Prepare<br> for additional functionality to enhance care facilitation activity;
---	---
·	Increase<br> compatibility and usability of our Diabetes Solution and GluCurve Pet CGM products;
---	---
·	Integrate<br> with payment processors in Singapore to prepare for customer enrollment;
---	---
·	Initiate<br> development of our Diabetes Solution product for compatibility with CGM technologies; and
---	---
·	Implement<br> advances as a result of user feedback.
---	---

We are currently focusing our efforts on the commercial launch plans of our GluCurve Pet CGM product and undertaking development activities that will support the user experience in preparation for enrolling large populations of customers.

Product development and research costs were $482,000 in the fiscal year ended December 31, 2022, and $499,000 and $1,433,000 in the fiscal years ended December 31, 2021 and 2020, respectively. Included in product development costs were share-based compensation costs of $227,000 in fiscal 2022, $222,000 in fiscal 2021 and $1,156,000 in fiscal 2020.

Operating Capital and Recent Developments Related to OperatingCapital

We generated $2,367 in revenue during the fiscal year ended December 31, 2022 and $7,468 in revenue during the year ended December 31, 2021. We are funding operations through (i) funds raised through the rights offering, which closed in 2021; (ii) the line of credit financing available; and (iii) the KWC Loan Agreement. We have used the funds raised through the rights offering that closed in January 2021 and the related subsequent placement of shares by management. The majority of our expenditures go towards product development, professional fees and administrative activities. We incur significant amounts of interest expense from our debts outstanding and, from time to time, the issuance of warrants exchanged for either (i) deferred payment; (ii) agreements of note extensions; and (iii) increased borrowing limits provided. All warrants issued related to our debts have been recorded at their fair value using the Black-Scholes Option Pricing Model and are expensed over the agreed upon term of the debt instrument where applicable. Where our debt is a line of credit arrangement with no fixed terms of repayment, the option or warrant expense is fully recognized at the time of grant.

There is no certainty of the timing or amount of cash flows from sales, and there is no certainty that it will reach the level necessary to cover our operating costs and costs to service our debts. We have limited resources and are seeking to penetrate markets with entrenched competition with much greater resources. We are seeking to displace generally accepted processes for diabetes management, which means we are seeking to establish new benchmark practices for diabetes care. Management is evaluating alternatives to penetrate both existing and new marketplaces in order to generate cash flows. Management believes our business plan will give us the best opportunity to achieve commercial feasibility. There is substantial uncertainty over our ability to execute the plan, the level of success associated with the execution of its business plan or the actual timeline to execute the plan. If the actual timeline for the execution of the business plan is substantially longer than planned, it could jeopardize our long-term success.

We have operating lines of credit with a borrowing limit of $14,300,000. As at December 31, 2022, we had borrowing available of approximately $884,000 on our lines of credit. We do not have any other facilities readily available at this time. Management will seek to acquire additional financing to allow us to become a commercially viable enterprise, whereby we can generate sufficient cash flow from the sales of our Diabetes Solution and/or GluCurve Pet CGM to support our cost of operations, overhead, and repayment of our obligations.

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There is no certainty that we will ever be able to achieve the level of sales necessary to cover operating costs or achieve the level of sales before the borrowing limits on the lines of credit financing are reached. We will require additional financing in the future, and there is no guarantee we will receive the same. Furthermore, even if we are able to achieve sufficient cash flows to support operations, we will need to service our debt obligations, which as of December 31, 2022 were $28,932,000. As of that date, a total of $18,920,000 was owed to the Chairman and CEO and his family.

Operating Issues

We have expended significant efforts (i) introducing our Diabetes Solution product to specified retail chains, pharmaceutical manufacturers, contract research organizations, health management organizations, pharmacy benefits managers, and certain clinics treating specific disease conditions; and (ii) developing and commercializing our GluCurve Pet CGM product. We have not had significant sales for several years. During the 2022, 2021 and 2020 fiscal years, we have devoted 100% of our efforts to developing our Diabetes Solution products and preparing our GluCurve Pet CGM product for commercialization. Management plans for us to become a commercially viable enterprise through the sale of GluCurve Pet CGM products and the subsequent launch of the Diabetes Solution product.

If management is not successful in its plans, we may be required to raise additional funds from our existing and prospective shareholders or debtholders, which we may not be able to accomplish on satisfactory terms.

Management Compensation

Mr. Sidney Chan, Chief Executive Officerand Chairman of the Board of Directors

During the fiscal year ended December 31, 2022, Mr. Chan, earned $20,000 per month, which was recorded as an increase to the borrowings on the line of credit provided by Mr. Chan to us until Mr. Chan entered into a Letter of Employment which was effective July 1, 2022. Thereafter, Mr. Chan was paid salary of $20,000 per month. On September 1, 2022, Mr. Chan was paid a bonus of $150,000. Mr. Chan’s compensation during the 2021 fiscal year was $20,000 per month. On July 7, 2022, we entered into an Option Agreement with Mr. Chan, which grants Mr. Chan the option to acquire 115,500,000 options exercisable at $0.05 until December 31, 2026. Upon closing of the Redomicile Merger these options were exchanged for warrants of the Company to purchase our ordinary shares.

During the fiscal years ended December 31, 2021 and 2020, Mr. Chan, earned $20,000 per month, which was recorded as an increase to the borrowings on the line of credit provided by Mr. Chan to us.

Ms. Christine Kan, VP Corporate Developmentand Member of the Board of Directors

During the fiscal year ended December 31, 2022, Ms. Kan, earned $43,532 in salary for the 2022 fiscal year. Ms. Kan’s compensation during the 2021 fiscal year was $33,427. On December 10, 2021, the Company granted Ms. Kan, in her role as creditor to the Company, the option to acquire 40,000,000 ordinary shares of the Company at a price of $0.05 per share until December 31, 2026 in connection with receiving line of credit financing. These options were exchanged for warrants of the Company upon close of the Redomicile Merger. Ms. Kan did not receive any compensation during the 2020 fiscal year.

Mr. Benjamin Szeto, General Counsel and CorporateSecretary

During the fiscal year ended December 31, 2022, our Chief Legal Counsel, Mr. Szeto, earned $8,706 in salary for the 2022 fiscal year. Mr. Szeto’s compensation during the 2021 fiscal year was $4,435. On April 14, 2021, the Company granted Mr. Szeto, in his role as Chief Legal Counsel to the Company, the option to acquire 9,000,000 ordinary shares of the Company at a price of $0.05 per share until December 31, 2025. Mr. Szeto did not receive any compensation during the 2020 fiscal year. Mr. Szeto was not considered to be a related party until his appointment as Corporate Secretary on June 20, 2022.

Independent Directors of the Company

We issue incentive share options as compensation to our directors from time to time. None of our directors earn service fees for their service as a director. Those directors that hold a position as officers or consultants of the Company earn fees for the services provided.

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Mr. PeterStafford, Independent Director

During fiscal year 2021, we granted to Peter Stafford incentive options to acquire 5,000,000 of our ordinary shares at a price of $0.05 per share until June 30, 2026. The options granted to Mr. Stafford had no vesting conditions.

Mr. KenRobulak, Independent Director

During fiscal year 2020, we granted to Ken Robulak incentive options to acquire 8,000,000 of our ordinary shares at a price of $0.05 per share until May 31, 2025. The options granted to Mr. Robulak during 2020 are subject to performance vesting conditions, which have not yet been realized.

Dr. AlfonsoSalas and Mr. Ronald Cheng

Neither Dr. Alfonso Salas nor Ronald Cheng were granted options during 2022, 2021 and 2020.

Capital Structure

As of the date of this Annual Report:

Ordinary Shares

Authorized:	Unlimited ordinary<br> shares without par value
Issued:	571,466,844 ordinary shares<br> are issued and outstanding.

Preferred Shares

Authorized:	Unlimited preferred<br> shares without par value.
Issued:	No preferred shares have<br> been issued.

Incentive Share Options

Outstanding:	Options to<br> acquire 299,700,000 ordinary shares are outstanding.

Warrants

Outstanding:	Warrants to<br> acquire 5,188,501,500 ordinary shares are outstanding.

Subscription Rights

Issued:	On July 7, 2022, we canceled<br> the subscription rights to distribute the remaining 101,025,592 shares pursuant to the prospectus.

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Resultsof Operations

	2022			2021			2020
Revenue	$	2,000		$	8,000		$	—
Cost<br> of revenue		(1,000	)		(3,000	)		—
Gross<br> margin		1,000			5,000			—
Operating<br> Expenses
Product<br> development costs		482,000			499,000			1,433,000
Professional<br> fees		921,000			881,000			953,000
Selling,<br> general and administration		2,867,000			1,566,000			1,440,000
Operating<br> Loss		4,270,000			2,946,000			3,826,000
Loss<br> before other items		4,269,000			2,941,000			3,826,000
Other<br> Items
Interest<br> expense		6,350,000			5,468,000			2,116,000
Loss<br> on settlement of debt		—			34,000			—
Other<br> income		—			—			26,000
Total<br> Other Items		6,350,000			5,502,000			2,090,000
Net<br> Loss	$	10,619,000		$	8,443,000		$	5,916,000

Year ended December 31, 2022compared to Years ended December 31, 2021 and Year ended December 31, 2021 to the Year-ended December 31, 2020


	Amount<br> () Increase / (Decrease)	Percentage<br> (%) Increase / (Decrease)		Amount<br> () Increase / (Decrease)	Percentage<br> (%) Increase / (Decrease)
Revenue	(6,000	(75	)	8,000	100
Cost<br> of revenue	2,000	(67	)	(3,000	100
Gross<br> margin	(4,000	(80	)	5,000	100
Operating<br> Expenses
Product<br> development costs	(17,000	(3	)	(934,000	(65	)
Professional<br> fees	40,000	5		(72,000	(8	)
Selling,<br> general and administration	1,301,000	83		126,000	9
Operating<br> Loss	1,324,000	45		(880,000	(23	)
Loss<br> before other items	1,328,000	45		(885,000	(23	)
Other<br> Items
Interest<br> expense	882,000	16		3,352,000	158
Loss<br> on settlement of debt	(34,000	(100	)	34,000	100
Other<br> income	—	—		26,000	(100	)
Total<br> Other Items	848,000	15		3,412,000	163
Net<br> Loss	2,176,000	26		2,527,000	43

All values are in US Dollars.

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Year ended December 31,2022 compared to Years ended December 31, 2021

Our net loss for the year ended December 31, 2022 was 26% ($2,176,000) higher than the net loss at December 31, 2021. The net loss for the year ended December 31, 2021 was 43% ($2,527,000) higher than the net loss at December 31, 2020.We highlight the following section “Loss before other items and share-based compensation”.

Loss before Other Items andShare-based Compensation

Loss before other items and share-based compensation was $541,000 (28%) higher during the year ended December 31, 2022, as compared to the year ended December 31, 2021. Loss before other items and stock-based compensation was $965,000 (97%) higher during the year ended December 31, 2021, as compared to the year ended December 31, 2020. We highlight that loss before other items and share-based compensation is a “non-GAAP financial measure”. This measure is calculated by removing those items from the net loss presented on our consolidated statements of operations. This measure does not have a standardized meaning under U.S. GAAP. Management uses this measure internally to evaluate its results of operations, as it removes the impact of share-based compensation, non-operational losses and interest accretion.

	2022		2021		2020
Loss<br> Before Other Items	$	4,269,000	$	2,941,000	$	3,826,000
Share-based<br> compensation included in selling, general and administration expense, professional fees and product development costs		1,765,000		978,000		2,828,000
Loss<br> Before Other Items and Share-based Compensation	$	2,504,000	$	1,963,000	$	998,000
	Changes<br> from 2022 to 2021			Changes<br> from 2021 to 2020
---	---	---	---	---	---	---	---
		Amount<br> ($) Increase / (Decrease)	Percentage<br> (%) Increase / (Decrease)		Amount<br> () Increase / (Decrease)	Percentage<br> (%) Increase / (Decrease)
Loss<br> Before Other Items		1,328,000	45		(885,000	(23	)
Share-based<br> compensation included in selling, general and administration expense, professional fees and product development costs		787,000	80		(1,850,000	(65	)
Loss<br> Before Other Items and Share-based Compensation		541,000	28		965,000	97

All values are in US Dollars.

The loss before other items and share-based compensation for our year ended December 31, 2022 increased by $541,000 due primarily to increased selling, general and administration expenses, as a result of costs incurred in relation to ALR Singapore, preparing to commercialize the GluCurve Pet CGM and increased professional fees related to the Redomicile Merger. The loss before other items and stock-based compensation for the Company’s year ended December 31, 2021 increased by $965,000 due primarily to increased professional fees of $501,000 and selling, general and administration expense of $469,000 offset by gross margin of $5,000.

Selling, general and administration

Selling, general and administration costs incurred consist of salaries and consulting fees of management personnel, share-based compensation for incentive options granted and vested to management personnel, travel and trade show costs, rent of our corporate office, website development costs, and general costs incurred through day-to-day operations.

During the fiscal year ended December 31, 2022, we had increased selling, general and administration operating expenses, as compared to the fiscal year ended December 31, 2021. The selling, general and administration expenses, excluding share-based compensation, increased by $389,000 during the fiscal year ended December 31, 2022, as compared to fiscal year 2021, primarily driven by an increase in salaries, payroll expenses and consulting fees paid to personnel related to our GluCurve Pet CGM product, mailing and printing of materials related to the rights offering and the Redomicile Merger in the current period offset by fees paid to a market research firm related to commercialization plans for our GluCurve Pet CGM product in the comparative period of the prior year.

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During the fiscal year ended December 31, 2021, the Company had an increase in selling, general and administration expenses as compared to the fiscal year ended December 31, 2020 of $126,000, primarily driven by an increase in salaries and consulting fees paid to personnel and to a market research firm related to commercialization plans for the Company’s Diabetes Solution.

The components of selling, general and administration expenses and the changes therein can be seen as follows:

Selling, general<br> and administration:	Year<br> Ended <br> December 31, <br> 2022		Year<br> Ended <br> December 31, <br> 2021		Year<br> Ended <br> December 31, <br> 2020
Salaries<br> and consulting fees	$	1,033,000	$	745,000	$	379,000
Travel<br> and trade shows		31,000		14,000		10,000
Website<br> and information technology		26,000		26,000		18,000
Transfer<br> agent, filing fees and quotation costs		42,000		29,000		75,000
Market<br> research consulting fees		45,000		44,000		—
License<br> and permits		5,000		26,000		10,000
Shareholder<br> communications		69,000		6,000		—
Foreign<br> exchange		59,000		35,000		—
Other<br> general and administrative costs		58,000		54,000		18,000
Subtotal		1,368,000		979,000		510,000
Share-based<br> compensation		1,499,000		587,000		930,000
Total	$	2,867,000	$	1,566,000	$	1,440,000

Product development costs

Substantially all of the product development costs incurred related to (i) services provided by our contractors; and (ii) expenses incurred for product development and (iii) share-based compensation expense related to options granted to our development team. The Company incurred share-based compensation of $227,000, $222,000 and $1,156,000 for the fiscal years ended December 31, 2022, December 31, 2021 and December 31, 2020 respectively.

Professional fees

Professional fees incurred consists of consulting and advisory fees of certain professionals retained, audit fees, tax consultant fees, recruiter fees, legal fees and share-based compensation for options granted to professionals. Excluding the difference in net loss attributed to the grant of stock options, professional fees:

·	increased<br> by $170,000 for the fiscal year ended December 31, 2022 as compared to the December 31, 2021<br> fiscal year, and
·	increased<br> by $500,000 for the fiscal year ended December 31, 2021 2022 as compared to the December<br> 31, 2020 fiscal year.
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The increases in professional fees were mainly due to accounting and legal fees in the current period offset by recruiter fees paid in the comparative period of the prior year.

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During the period, the increase in accounting and legal fees related to:

·	Assessing business structure alternatives, including evaluating and forming the animal health division;
·	Evaluating retaining additional personnel to support commercialization strategies in Singapore and the U.S.;
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·	Increased compensation paid to certain accounting professionals retained;
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·	The closing of the Redomicile Merger on November 7, 2022 and preparation of the Form F-4 initially filed on May 24, 2022 and declared effective on September 23, 2022; and
---	---
·	Preparing subsequent amendments to extend the rights offering and issuing the post-effective amendment to the rights offering.
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By type of professional cost, the variance can be seen as follows:

Professional<br> fees:	Year<br> Ended <br> December 31, <br> 2022		Year<br> Ended <br> December 31, <br> 2021		Year<br> Ended <br> December 31, <br> 2020
Corporate<br> auditor	$	97,000	$	46,000	$	44,000
Accounting<br> fees		273,000		149,000		63,000
Tax consultant<br> fees		18,000		43,000		—
Legal<br> fees		494,000		292,000		70,000
Recruiter<br> fees		—		48,000		—
Market<br> consultants and outreach		—		134,000		35,000
Subtotal		882,000		712,000		212,000
Share-based<br> compensation		39,000		169,000		741,000
Total	$	921,000	$	881,000	$	953,000

Interest expense

Interest expense was from the following sources for the fiscal years ended December 31, 2022, 2021 and 2020:

Interest expense:	Year<br> Ended <br> December 31, <br> 2022		Year<br> Ended <br> December 31, <br> 2021		Year<br> Ended <br> December 31, <br> 2020
Interest<br> expense incurred on promissory notes	$	543,000	$	527,000	$	529,000
Interest<br> expense incurred on lines of credit		1,597,000		1,402,000		1,464,000
Imputed<br> interest on zero interest loans		104,000		113,000		123,000
Imputed<br> interest on loan payable		23,000		—		—
Borrowing<br> costs on loan payable		73,000		—		—
Other<br> interest		5,000		1,000		—
Subtotal		2,345,000		2,043,000		2,116,000
Interest<br> expense incurred on stock options granted and/or modified		4,005,000		3,425,000		—
Total	$	6,350,000	$	5,468,000	$	2,116,000

Intereston Promissory Notes

We received an advance from two shareholders for an aggregate SGD$340,000 ($244,000), with a fixed interest amount of $10,000, during the year ended December 31, 2022 for short-term financing. We also received an advance from two related parties for an aggregate $50,000, with a fixed interest amount of $4,000 and SGD$500,000 ($355,350), with interest of $150 per day during the year ended December 31, 2022 for short-term financing. The principal portion of the promissory notes were all repaid by August 2022. There were no other significant changes in the amount of promissory notes outstanding as at December 31, 2022, 2021 and 2020. The interest incurred on promissory notes was consistent during the years ended December 31, 2022, 2021 and 2020.

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Intereston Lines of Credit

We have two line of credit facilities with balances as follows:

Lines of credit:	Year<br> Ended <br> December 31, <br> 2022		Year<br> Ended <br> December 31, <br> 2021		Year<br> Ended <br> December 31, <br> 2020
Line<br> of credit provided by Sidney Chan	$	10,300,000	$	10,221,000	$	9,539,000
Line<br> of credit provided by Christine Kan		3,116,000		2,468,000		2,000,000
Total	$	13,416,000	$	12,689,000	$	11,539,000

The principal balance of the lines of credit due to Mr. Sidney Chan and Ms. Christine Kan increased due to advances from Mr. Chan and Ms. Kan under the lines of credit to finance our operations.

We incurred interest expense on the lines of credit as follows:

Interest expense<br> on lines of credit:	Year<br> Ended <br> December 31, <br> 2022		Year<br> Ended <br> December 31, <br> 2021		Year<br> Ended <br> December 31, <br> 2020
Interest<br> expense incurred on the line of credit from Sidney Chan during the period	$	1,235,000	$	1,157,000	$	1,224,000
Interest<br> expense incurred on the line of credit from Christine Kan during the period		362,000		245,000		240,000
Total	$	1,597,000	$	1,402,000	$	1,464,000

ImputedInterest

During fiscal years 2022 and 2021, we had certain zero interest promissory notes and accounts payable in excess of one year. Pursuant to our accounting policy, these zero interest amounts are considered to be financing items in nature and are assigned a deemed interest rate (1% per month). The interest incurred on these is expensed as imputed interest, and instead of increasing our liabilities, it is allocated to equity under the financial statement line item contributed surplus. The change from the prior period is related to the discussion included under “Interest on Promissory Notes” above.

ImputedInterest and Borrowing Costs on Loan Payable

During the 2022 fiscal year, we entered into the KWC Loan Agreement as discussed in “Item 4.B. Business Overview whereby we received proceeds of SGD$2,500,000. Under the terms of the KWC Loan Agreement, we may repay the principal owing thereunder at any time prior to the launch of our next generation GluCurve Pet CGM product, in whole or in part, at our option, with a payment equal to 120% of such principal amount owing. Any such principal amounts repaid prior to the launch of our the second generation GluCurve Pet CGM product will not be subject to the royalty payment described herein. Subject to the foregoing, we are obligated to pay KWC $10 from the sale of each unit of our GluCurve Pet CGM sensors sold to our distributor, which will be accounted for as follows: (i) $5 as a reduction in the principal balance owing to KWC; and (ii) $5 as a royalty payment to compensate KWC for the cost of the principal advances. 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.

The VP is a director and significant shareholder of KWC, therefore KWC is a related party to the Company. We recognized imputed interest and borrowing costs on the KWC Loan Agreement, as we determined the loan was issued at below market rates of interest.

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The fair value measured upon recognition of the loan was determined by using a discounted cash flow analysis. To determine the discounted cash flow, we had to determine the discount rate to apply to record the loan at fair value at initial recognition. The discount rate selected at initial recognition has a significant impact on the amount recorded for the initial fair value of the loan. Since KWC is a related party, we considered the interest rates of similar long-term debt arrangements with similar terms to determine if the effective interest rate under the KWC Loan Agreement was not comparable to market interest rates. At the time the loan agreement was executed, we were in advanced negotiations for the distribution of our GluCurve Pet CGM product and the manufacturing of the CGM systems incorporated therein, but we had not entered into any definitive agreements prior to entering into the KWC Loan Agreement.

The effective interest of the loan with the 20% loan bonus was calculated as 13%. Since our GluCurve Pet CGM product had not launched upon recognition of the loan under the KWC Loan Agreement and no definitive agreements were in place, we excluded the sale of our GluCurve Pet CGM units from the cost of borrowing.

We determined that the market interest rate would be 18% based on market yield curves. Since the effective interest rate of the loan is below the market rates, we are deemed to have received a benefit under the KWC Loan Agreement. The difference between the legal liability of SGD$2,500,000 and the carrying value of SGD$2,340,000, totaling SGD$160,000 ($114,000) has been recorded to contributed surplus as a shareholder contribution made by KWC. We recognized imputed interest expenses by recording $23,000 to interest expense. We also recognized borrowing costs by recording $73,000 to interest expense.

B. Liquidityand Capital Resources

Working Capital	As<br> At <br>December 31, <br>2022
Current<br> Assets	$	377,000		193,000			95
Current<br> Liabilities		27,089,000		24,505,000			11
Working<br> Capital Deficiency	$	(26,712,000	)	(24,312,000	)	)	10

All values are in US Dollars.

We have a severe working capital deficiency. We do not have the ability to service our current liabilities for the next 12 months and are reliant on our line of credit facilities to meet our ongoing operations. Until we have revenue-producing activities that exceed our operating requirements, we will be unable to service our current liabilities and the working capital deficit will continue to increase. As of the date of this Annual Report, we have commenced commercial revenue-generating activities, but have yet to recognize any revenue. We expect to generate revenues in 2023 through the sale of our GluCurve Pet CGM product. There is substantial doubt about our ability to repay our current liabilities in the near term or any time in the future, which could ultimately lead to business failure.

Current Assets

Our nominal current assets as at December 31, 2022 and December 31, 2021 consist of cash and prepaid expenses.

Current Liabilities

We have current liabilities of $27,089,000 at December 31, 2022, as compared to $24,505,000 at December 31, 2021. Current liabilities are as follows:

	December 31,<br> <br>2022
Accounts<br> payable and accrued liabilities	$	1,343,000	1,130,000		19
Promissory<br> notes to related parties		3,092,000	3,042,000		2
Promissory<br> notes to arm’s length parties		2,163,000	2,213,000	)	(2	)
Interest<br> payable		4,663,000	4,111,000		13
Lines<br> of credit from related parties		15,828,000	14,009,000		13
Total<br> current liabilities	$	27,089,000	24,505,000		11

All values are in US Dollars.

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Accounts payable and accrued liabilities

Accounts payable and accrued liabilities consists of trade payables and our accrued liabilities. Accounts payable total approximately $1,054,000 and accrued liabilities total approximately $289,000. Approximately $599,000 of accounts payable is more than one year old with the majority of these being more than ten years old.

The fluctuations in accounts payable occurred in the regular course of business.

Promissory notes to related parties and promissory notes payable to arm’s length parties

As at December 31, 2022, we had promissory notes with 24 individuals or corporations that related to historical amounts borrowed. With the exception of the SGD$840,000 advance received from arm’s length parties and $50,000 received from related parties during the year ended December 31, 2022, the principal of which was all repaid by August 2022, there has been no new activity for several years. All of the promissory notes are past due and continue to accrue interest at their respective legal rates of interest (mostly 1% per month).

During the year ended December 31, 2022, the Company received an advance from two shareholders for SGD$340,000 ($244,000), with a fixed interest amount of $10,000, due August 31, 2022. The principal amount of SGD$150,000 was repaid to one lender in July 2022 and the remaining balance of SGD$190,000 was repaid in August 2022. The Company also received advances from two related parties for $50,000, with a fixed interest amount of $4,000, due August 31, 2022. The principal amount of $50,000 was repaid in August 2022. In July 2022, the Company received an advance from a related party for SGD$500,000 ($355,350), with interest of $150 per day, due August 31, 2022. The principal amount of SGD$500,000 was repaid in July 2022.

Interest payable

Interest payable relates to the unpaid interest expense incurred on the promissory notes to related parties and promissory notes to arm’s length parties. The change from December 31, 2021 to December 31, 2022 relates to $543,000 of accrued interest incurred on promissory notes at their stated rates of interest and $9,000 relates to interest transferred from line of credit interest.

All of the underlying promissory notes, except for the promissory notes received during the most recent year, and related interest payable, are overdue.

Lines of credit

As of December 31, 2022, we have borrowed total principal of $13,416,000 (2021 - $12,689,000). During the December 31, 2022 year, we incurred interest expense of $1,597,000 (2021 - $1,402,000).

The increase in the lines of credit payable of $1,819,000 is attributable to borrowings of:

·	$727,000<br> to fund our operations, product development activities, overhead, and its sales and marketing<br> program;
·	$1,597,000<br> of unpaid interest incurred on the principal of the borrowed amounts;
---	---
·	$496,000<br> of interest repayment toward interest payable; and
---	---
·	$9,000<br> of interest payable transferred to promissory notes interest payable pursuant to a private<br> transaction.
---	---

Line of Credit from Ms. ChristineKan

We obtained a line of credit of $1,000,000 from Ms. Christine Kan in March 2010. The loan was unsecured with interest payable on funds borrowed at 1% per month. These proceeds were used for working capital and the continued development of our technologies and product. On January 3, 2011, the creditor granted us an increase in the borrowing limit from $1,000,000 to $2,000,000 and further increased to $4,000,000 on December 10, 2021. As of December 31, 2022 we have borrowed $3,116,000 (2021 - $2,468,000) and have accrued interest outstanding of $275,000 (2021 - $112,000). During the 2022 fiscal year, we borrowed $648,000 (2021 - $468,000), incurred interest of $361,000 (2021 - $245,000), and extinguished accrued interest of $198,000 (2021 - $194,000) through cash payment during 2022 and through the issuance of ordinary shares during 2021.

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Line of Credit from Mr. SidneyChan

On March 6, 2011, we obtained a $2,500,000 line of credit from Mr. Sidney Chan. Under the terms of the arrangement, the amount we borrowed bears simple interest at a rate of 1% per month. The amount borrowed is secured by a general security agreement over our assets and is due on demand. Originally, the line of credit was for a comprehensive marketing program, but subsequently was amended to be for general corporate purposes. On April 1, 2014, Mr. Chan executed an amending agreement with us whereby Mr. Chan increased the borrowing limit of the line of credit he has provided to us from $4,000,000 to $5,500,000. On May 29, 2015, the borrowing limit was further increased to $7,000,000. On July 1, 2016, the borrowing limit was further increased to $8,500,000 and, on December 11, 2019, increased further to $10,300,000. As of December 31, 2022, we have borrowed $10,300,000 (2021 - $10,221,000) and have accrued interest outstanding of $2,136,000 (2021 - $1,209,000). During 2022, we borrowed $79,000 (2021 - $682,000), incurred interest of $1,235,000 (2021 - $1,157,000), and extinguished accrued interest of $298,000 (2021 - $263,000) through cash payment during 2022 and through the issuance of ordinary shares during 2021.

CashFlows

Cash Flows	Year<br> Ended <br> December 31, <br> 2022			Year<br> Ended <br> December 31, <br> 2021			Year<br> Ended <br> December 31, <br> 2020
Cash<br> flows used in Operating Activities	$	(2,077,000	)	$	(1,768,000	)	$	(969,000	)
Cash<br> flows provided by Financing Activities		2,011,000			1,829,000			1,033,000
Effect<br> of foreign exchange on cash		99,000			(11,000	)		—
Net<br> Increase in Cash During Period	$	33,000		$	50,000		$	64,000

CashBalances and Working Capital

As of December 31, 2022, our cash balance was $149,000 compared to $116,000 as of December 31, 2021. We do not have sufficient cash on hand to fund our requirements for the 2023 fiscal year and will need to secure additional financing.

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CashUsed in Operating Activities

Cash we used in operating activities was as follows:

·	during<br> the fiscal year ended December 31, 2022 was $2,077,000,
·	during<br> the fiscal year ended December 31, 2021 was $1,768,000, and
---	---
·	during<br> the fiscal year ended December 31, 2020 was $969,000
---	---

Our expenditures used to fund operations were as follows (approximate amounts):

Cash Used in<br> Operating Activities Reconciliation	Year<br> Ended <br> December 31, <br> 2022			Year<br> Ended <br> December 31, <br> 2021			Year<br> Ended <br> December 31, <br> 2020
Net<br> loss	$	(10,619,000	)	$	(8,443,000	)	$	(5,916,000	)
Share-based<br> compensation incurred for product development, selling, general and admin, professional fees and interest expense		5,770,000			4,403,000			2,828,000
Non-cash<br> imputed interest expense		105,000			113,000			123,000
Interest<br> accretion on loan payable		23,000			—			—
Borrowing<br> costs on loan payable		73,000			—			—
Loss<br> on debt settlement		—			34,000			—
Bonuses<br> settled by issuance of shares		245,000			—			—
Fair<br> value of shares issued for services		—			—			20,000
Write-off<br> of accounts payable		—			—			(26,000	)
Net<br> purchases with balances owing in accounts payable and accrued liabilities		337,000			211,000			72,000
Retainers<br> and prepaid services		(151,000	)		(15,000	)		(63,000	)
Accrued<br> interest on lines of credit		1,597,000			1,402,000			1,464,000
Accrued<br> interest from promissory notes		543,000			527,000			529,000
Cash<br> used in operating activities	$	(2,077,000	)	$	(1,768,000	)	$	(969,000	)

The expenditures incurred were to fund the operating activities of the business.

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CashProceeds from Financing Activities

Cash sourced by us from financing activities

·	during<br> the fiscal year ended December 31, 2022 was $2,011,000,
·	during<br> the fiscal year ended December 31, 2021 was $1,829,000, and
---	---
·	during<br> the fiscal year ended December 31, 2020 was $1,033,000
---	---

The funds were sourced as follows:

Cash from Financing<br> Activities Reconciliation	Year<br> Ended <br> December 31, <br> 2022			Year<br> Ended <br> December 31, <br> 2021			Year<br> Ended <br> December 31, <br> 2020
Proceeds<br> from rights offering	$	—		$	1,125,000		$	200,000
Proceeds from exercise<br> of options		—			12,000			—
Proceeds<br> from promissory notes		650,000			—			—
Proceeds<br> from lines of credit		728,000			1,149,000			821,000
Repayment<br> of promissory notes		(650,000	)		—			—
Repayment<br> of lines of credit interest		(496,000	)		(457,000	)		—
Proceeds<br> from private placement		—			—			12,000
Proceeds<br> from loan payable		1,779,000			—			—
Cash<br> provided by financing activities	$	2,011,000		$	1,829,000		$	1,033,000

Short-and Long-term Liquidity

As of December 31, 2022, we do not have the current financial resources and committed financing to enable us to meet our administrative overhead, product development budgeted costs, and debt obligations over the next 12 months.

The majority of our debt financing is due on demand or overdue. We will seek to obtain creditors’ consents to delay repayment of these loans until we are able to replace these financings with funds generated by operations, replacement debt, or from equity financings through private placements or the exercise of options and warrants. While our creditors have agreed to extend repayment deadlines in the past, there is no assurance that they will continue to do so in the future. We have faced litigation from creditors in the past and have been issued consent judgments by more than one creditor. There is no assurance that additional creditors will not make claims against us in the future. Failure to obtain either replacement financing or creditor consent to delay the repayment of existing financing could result in us having to cease operations.

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Tabular Disclosure of ContractualObligations:

	Payments<br> Due by Period
	Total		Less<br> <br>Than 1 <br>Year		1-3<br> <br>Years		3-5<br> <br>Years		More<br> <br>Than 5 <br>Years
Accounts<br> payable and accrued liabilities	$	1,343,000	$	1,343,000	$	—	$	—	$	—
Promissory<br> notes to related parties		3,092,000		3,092,000		—		—		—
Promissory<br> notes to arm’s length parties		2,163,000		2,163,000		—		—		—
Interest<br> payable		4,663,000		4,663,000		—		—		—
Lines<br> of credit		15,828,000		15,828,000		—		—		—
Loan<br> payable		1,843,000		—		1,843,000		—		—
	$	28,932,000	$	27,089,000	$	1,843,000	$	—	$	—

We will continue to use the funds available from the lines of credit to cover administrative overhead and product development requirements until such time as we can establish cash flows from operations. In the next year, we anticipate the amount borrowed under the lines of credit to increase and the requirement to source additional funds, as we expect to commercially launch our GluCurve product during 2023 and proceed with activities to launch our Diabetes Solution product with CGM for Human Health.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

C. Researchand Development, Patents and Licenses, Etc.

For a discussion of our research and development activities, see the headings “Item 4.B. Business Overview” and “Item 5.A. Operating Results.”

D. TrendInformation

Other than as disclosed elsewhere in this annual report, including in “Item 3.D. Risk Factors,” we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity, or capital resources, or that would cause the disclosed financial information to not be necessarily indicative of future operating results or financial conditions.

E. CriticalAccounting Estimates

The preparation of our consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, the measurement of share-based compensation, the fair value of financial instruments, the fair value of loan payable, and the reported amounts of revenues and expenses during the reported periods. Actual results may differ from these estimates under different assumptions or conditions. We believe the accounting policies that are most critical to its financial condition and results of operations, and involve management’s judgment and/or evaluations of inherent uncertain factors are as follows:

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Options and Warrants Issuedin Consideration for Debt

We allocate the proceeds received from long-term debt between the liability and the options and warrants issued in consideration for the debt, based on their relative fair values, at the time of issuance. The amount allocated to the options or warrants is recorded as additional paid-in capital and as a discount to the related debt. The discount is amortized to interest expense on a yield basis over the term of the related debt.

Share-based Compensation

We follow Statement of Financial Accounting Standard No. 123R, Share-based Payment (“SFAS 123R”). SFAS 123R requires companies to estimate the fair value of share-based payment awards on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in our consolidated financial statements. Share-based compensation recognized during the period is based on the value of the portion of the share-based payment awards that are ultimately expected to vest during the period. We estimate the fair value of the options using the Black-Scholes Option Pricing Model, consistent with the provisions of SFAS 123R. The Black-Scholes valuation model requires the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying share. The expected share price volatility assumption was determined using historical volatility of our ordinary shares.

Fair Value of Loan Payable

The fair value measured upon recognition of the loan we received under the KWC Loan Agreement was determined by using a discounted cash flow analysis. To determine the discounted cash flow, the Company had to determine the discount rate to apply to record the loan at fair value at initial recognition. The discount rate selected at initial recognition has a significant impact on the amount recorded for the initial fair value of the loan. Since KWC is a related party, we considered the interest rates of similar long-term debt arrangements with similar terms to determine if the effective interest rate under the KWC Loan Agreement was comparable to market interest rates. We determined the market interest rate based on market yield curves.

Recent Accounting Pronouncements

Issued But Not Yet Effective

We have implemented all new accounting pronouncements that are in effect and may impact our consolidated financial statements. We do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our consolidated financial position or consolidated statements of operations.

ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directorsand Senior Management

As of the date of this Annual Report, the names, ages, and positions held by each of our officers and directors are as follows:

Name and Address	Age	Position(s)
Sidney Chan<br><br> <br>80 Robinson Road<br><br> <br>#02-00<br><br> Singapore 068890	72	Chairman of the Board of Directors, Chief Executive<br> Officer, Chief Financial Officer and Principal Accounting Officer; Director
Benjamin Szeto<br><br> <br>80 Robinson Road<br><br> <br>#02-00<br><br> Singapore 068890	51	Secretary and Chief Legal Counsel

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| --- | | Christine Y S Kan 80 Robinson Road #02-00 Singapore 068890 | 71 | Vice President of Corporate Development; Director | | --- | --- | --- | | Dr. Alfonso Salas 2106 West 33 Avenue Vancouver, British Columbia, Canada V6M 1B9 | 62 | Director | | Kenneth Robulak 1552 Highland Park Drive Clearwater, Florida, USA 33756 | 74 | Director | | Peter Stafford 10405 81 Street Osoyoos, British Columbia, Canada V0H 1V2 | 85 | Director | | Ronald Cheng 255 Springfield Road Ottawa, Ontario, Canada K1M 0K8 | 72 | Director |

Foreign Private Issuer Status

We intend to take all actions necessary to maintain our status as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules adopted by the SEC, and the OTCQB corporate governance rules and listing standards.

As we are a foreign private issuer, our directors and senior management are not subject to short-swing profit and insider trading reporting obligations under Section 16 of the Exchange Act. They will, however, be subject to the obligations to report changes in share ownership under Section 13 of the Exchange Act and related SEC rules.

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Background of our Directors

Sidney Chan – Chairman ofthe Board, CEO, Chief Financial Officer, Chief Accounting Officer, Treasurer, and a Member of the Board of the Company

Director of ALR Nevada sinceDecember 1999; Chairman of the Board of Directors of ALR Nevada since July 2010; CEO and Principal Accounting Officer of ALR Nevada sinceApril 2000; Director and CEO of the Company since May 2020

Mr. Chan joined ALR Nevada in August 1997. He has assisted the Company’s financing, product development, and corporate development. Mr. Chan has led our product development of our Diabetes Solution and GluCurve Pet CGM products. Mr. Chan possesses in-depth knowledge of the equity markets and investment industry, as well as a strong fundamental background in the responsibilities of corporate development and operations. Mr. Chan is an engineer and obtained his Bachelor of Engineering (Mining) degree with distinction in Mineral Economics from McGill University in 1973.

Kenneth James Robulak – Director

Director of ALR Nevada sinceAugust 21, 2012; Director of the Company since September 2022

From December 14, 1999 to January 31, 2001, Mr. Robulak was a member of ALR Nevada’s board of directors, and from April 4, 2000 to January 31, 2001 Mr. Robulak was ALR Nevada’s Chief Financial Officer, Secretary, Treasurer, and Vice President. Mr. Robulak resigned as officer and director of ALR Nevada on January 31, 2001. At the time of his resignation, Mr. Robulak did not have any disagreements with ALR Nevada relating to its operations, policies, or practices. Mr. Robulak was re-elected to the board of directors of ALR Nevada in August 2012 and has served as a director of ALR Nevada since that time. Since July 2007, Mr. Robulak has worked as a marketing consultant to Teco Metal Products, LLC, a technology-based manufacturing company with operations in Dallas, Texas, and Guadalajara, Mexico. Mr. Robulak earned a Bachelor of Commerce degree in finance and marketing and is a Fellow of the Institute of Canadian Bankers.

Dr. AlfonsoSalas – Director

Directorof ALR Nevada since August 21, 2012; Director of the Company since September 2022

Dr. Salas graduated with distinction from Universidad Metropolitana of Barranquilla, Colombia, in 1983 with a Doctor of Medicine degree. He began practicing in Santa Marta, Colombia, in rural medical facilities, and then opened a private practice in 1984. He then worked as a physician with a number of shipping companies and became Medical Director in the office of the Ministry of Social Security and Labor of Colombia in 1991 doing medical assessments for work related accidents. In 1993 Dr. Salas was appointed Director of the Medical Service Plan of Colombia, serving in that capacity until 1995 and, during that period and with a support staff of more than thirty people, maintained a caseload, provided assessment procedures and referral services to hospitals, clinics and specialists, and organized and monitored clinical trials and clinical research in the pharmaceutical and medical field. Since 1995 Dr. Salas has operated his own business in Vancouver, British Columbia, providing medical based consulting services for corporations with a focus on budgeting, research and medical services.

Peter Stafford– Director

Directorof ALR Nevada since August 1, 2014; Director of the Company since September 2022

Mr. Stafford is a retired lawyer and business consultant, having practiced with Fasken Martineau DuMoulin LLP, a premier Canadian-based international law firm, and its predecessor firms, full-time from 1966 to 2006, and part-time as associate counsel from 2006 to 2013, including several years spent as in-house counsel for clients of the firm. Mr. Stafford’s experience is in the areas of corporate and securities law, including mergers and acquisitions. Mr. Stafford joined one of the predecessor firms of Fasken Martineau in 1966 and was a senior partner and former chair of the Business Law department of the firm’s Vancouver office. From 1985 to 1986, Mr. Stafford was Vice President, General Counsel and Secretary of the Bank of British Columbia, and from 1987 to 1989 he was Vice President and Chief Counsel to Kaiser Resources Ltd., a finance and investment company. From 1989 until his retirement from full-time practice in 2006, Mr. Stafford served as senior partner in Fasken Martineau DuMoulin LLP, including leading the start of its Johannesburg, South Africa, office in 2003. Since August 2013, Mr. Stafford has served as director, secretary and audit committee chair of Russell Breweries Inc. (TSX-V: RB). He was a director and subsequently secretary of WEX Pharmaceuticals Inc. (TSX listed) from September 2001 to its amalgamation in May 2011, a director and board chair of BC Bancorp (TSX listed) from October 1986 until its merger with Canadian Western Bank in November 1996, a director of Nissho Iwai (Canada) Ltd., a subsidiary of Nissho Iwai Corp. (now Sojitz Corp.), from June 1997 until October 2003, and a director of China One Corporation (TSX-V listed) from March 2007 until it was acquired in December 2008. Mr. Stafford also served as director of two private companies, Pikes Peak Resources Inc. from 2007 to 2012 and Paraguay Minerals Inc. from 2007 to 2015. Mr. Stafford obtained his Bachelor of Arts from the University of Cape Town in 1957 and obtained an LLB from the University of South Africa in 1960.

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Ronald Cheng– Director

Directorof ALR Nevada since January 30, 2015; Director of the Company since September 2022

Mr. Cheng is a lawyer retired from Osler, Hoskin and Harcourt LLP, a major Canadian-based international law firm, where he practiced as a partner from 1980 until his retirement in March 2014. He regularly appeared as counsel before the Canadian International Trade Tribunal, Canadian federal courts, and on NAFTA and WTO matters and advised on NAFTA and other trade agreements. He provided strategic advice to corporations, including startups, trade associations and governments in anti-dumping, countervail and safeguard litigation, customs matters, commodity tax and government procurement disputes, as well as import and export monitoring and controls. Mr. Cheng was listed in the Lexpert® Guide to Leading US/Canada Cross-border Litigation Lawyers and with highest listings in other leading legal directories, such as Chambers, Martindale-Hubbell and Best Lawyers. Mr. Cheng received his Bachelor of Arts from Amherst College in 1970 and a Juris Doctor degree from the University of Toronto in 1975.

Christine YS Kan – Vice President of Corporate Development and Director

Directorof the Company since May 2020; Vice President of the Company since April 2021

Ms. Kan graduated from McGill University in 1974 with a Bachelor of Science and was accredited by the by the Canadian Institute of Chartered Accountants in 1980. Between 1981 and 2008 she held various senior and corporate appointments, including: Controller, Independence Petroleum Inc.; Co-founder, Director and Chief Financial Officer, Knight’s Group of Companies; and Director of Vancouver College, British Columbia. Ms. Kan presently also serves as Director and Chief Financial Officer of KWC, a private family real estate investment entity in Singapore.

Benjamin Szeto– Secretary and Chief Legal Counsel

GeneralCounsel of the Company since July 2021 and Secretary since June 2022

Mr. Szeto has more than 20 years of experience advising on a wide range of transactions spanning diverse jurisdictions. His qualifications include: University of Birmingham, Bachelor of Law (Honours), 1996; Association of Chartered Certified Accountants, Diploma in Financial Management, 2005; National University of Singapore, Master of Science (Real Estate), 2008; and Society of Trust & Estate Practitioners (“STEP”), Diploma in International Trust Management (Distinction) 2015. He was called as a Barrister-at-Law (Lincoln’s Inn) in 1997 and as an Advocate and Solicitor (Singapore) in 1998; and accredited as a Trust and Estate Practitioner by STEP in 2015. He has had stints in best of class companies, such as EY Law Singapore, International SOS, and Flextronics (as it was then known). He served on the Law Society of Singapore’s Tax & Trust Committee 2020 and 2021. Mr. Szeto is presently a faculty member of the Wealth Management Institute (founded by GIC and Temasek), lecturing on Trust Regulations and Practices. He was an author for LexisNexis Practical Guidance Singapore on Trusts, and his articles have been published in The Business Times.

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B. Compensation

Name and Principal Position	Year^(1)^	Salary ($)	Bonus ($)	Share-based Awards ($)	Option-based Awards^(4)^($)	All other Compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Sidney<br> Chan - Chairman of the Board, CEO, CFO, CAO, and Treasurer	2022<br><br> 2021	124,800<br><br> Nil	150,000^(3)^<br><br> Nil	Nil<br><br> Nil	4,004,906<br><br> 1,287,834	124,800^(5)^<br><br> 249,600^(5)^	4,404,506<br><br> 1,537,434
Christine<br> Y S Kan – Vice President and Director	2022<br><br> 2021	43,532^(2)^<br><br> 33,427^(2)^	Nil<br><br> Nil	Nil<br><br> Nil	-<br><br> 2,137,286	Nil<br><br> Nil	43,532<br><br> 2,170,713
Benjamin<br> Szeto – Secretary and Chief Legal Counsel	2022<br><br> 2021	8,706^(2)^<br><br> 4,435^(2)^	Nil<br><br> Nil	Nil<br><br> Nil	304,291<br><br> 59,875	Nil<br><br> Nil	312,997<br><br> 64,310
Kenneth<br> James Robulak – Director	2022<br><br> 2021	Nil<br><br> Nil	Nil<br><br> Nil	Nil<br><br> Nil	Nil<br><br> Nil	Nil<br><br> Nil	Nil<br><br> Nil
Dr.<br> Alfonso Salas – Director	2022<br><br> 2021	Nil<br><br> Nil	Nil<br><br> Nil	Nil<br><br> Nil	Nil<br><br> Nil	Nil<br><br> Nil	Nil<br><br> Nil
Peter<br> Stafford – Director	2022<br><br> 2021	Nil<br><br> Nil	40,000^(6)^<br><br> Nil	Nil<br><br> Nil	Nil<br><br> 304,692	Nil<br><br> Nil	40,000<br><br> 304,692
Ronald<br> Cheng – Director	2022<br><br> 2021	Nil<br><br> Nil	Nil<br><br> Nil	Nil<br><br> Nil	Nil<br><br> Nil	Nil<br><br> Nil	Nil<br><br> Nil
1.	Years<br> ending December 31.
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2.	The<br> amounts represent Singapore dollar salary translated to U.S. dollars at the average monthly<br> exchange rates at the time of payment.
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3.	The<br> amounts represent cash bonuses awarded during the relevant fiscal years.
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4.	Fair<br> value of incentive stock option grants calculated using the Black-Scholes Option Pricing<br> Model based on the following weighted average assumptions:
---	---
For<br> the year ended December 31,	2022			2021
---	---	---	---	---	---	---
Risk-free interest<br> rate		3.05	%		0.87	%
Expected life (years)		4.5			4.8
Expected volatility		123	%		278	%
Expected dividends		0	%		0	%
Forfeiture rate		0	%		0	%
Exercise price		0.05			0.05
Fair value per share		0.03			0.06

The Company believes that the Black-Scholes Option Pricing Model is an appropriate model to use for calculating the fair value of incentive stock options as, while the model was originally developed for valuing publicly traded options as opposed to non-transferrable incentive stock options and requires management to make estimates, which are subjective and may not be representative of actual results (changes in assumptions can materially affect estimates of fair values), this model is used by most companies in the Company’s peer group and therefore represents an approach to valuation reasonably consistent with the Company’s peer group. It is important to remember that, while incentive stock options can have a significant theoretical value (such as those reported above); until the option is actually exercised and the resulting common shares can be sold at a profit, it has no value that can be realized by the holder. The values noted above reflect only the vested portions of options that have vesting provisions.

5.	Consulting<br> fees to Mr. Chan were accrued on the line of credit available to the Company.
6.	Bonus<br> to Mr. Stafford was settled with issuance of ordinary shares.
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C. BoardPractices

Board of Directors

Our Board consists of six members, Mr. Sidney Chan, Ms. Christine Kan, Dr. Alfonso Salas, Mr. Kenneth Robulak, Mr. Peter Stafford, and Mr. Ronald Cheng. Dr. Salas, Mr. Robulak, Mr. Stafford, and Mr. Cheng are independent directors. All directors have a term of office expiring at our next annual general meeting, unless re-elected or earlier vacated in accordance with our Constitution.

Our Board unanimously resolved that members receive no cash compensation for their services; however, they are reimbursed for travel expenses incurred in serving on the Board. Independent directors are compensated from time to time through the grant of options to purchase our ordinary shares. Directors who are also officers or consultants of the Company are compensated for those positions, as disclosed in Item 6.B. “Compensation.” No additional amounts are payable to the members of our Board for committee participation or special assignments.

On August 4, 2022, we entered into a letter of employment with Mr. Sidney Chan, CEO and Chairman of the Board (the “Letter of Employment”). Under the terms of the Letter of Employment, Mr. Chan will be paid $240,000 per annum for services, receive a vehicle allowance of $800 per month, receive healthcare insurance and club allowances, and was also granted a $150,000 signing bonus. The Letter of Employment can be terminated at any time with thirty days’ notice and the payment of two years’ annual salary. Should the Letter of Employment be terminated, all debts owed to Mr. Chan and his spouse must be immediately repaid. The initial term of the Letter of Employment is for one year and automatically renews for continuous one-year terms. Also, under the terms of the Letter of Employment, Mr. Chan (including his heirs and assigns) will be entitled to a 1% net sales commission from the sales of any of our products, which will continue in perpetuity for as long as we are in existence, regardless if Mr. Chan is still under Letter of Employment with us. This commission will be transferable at the discretion of Mr. Chan and may be subsequently transferred by any transferee.

Committees of the Board

Audit Committee and Charter

We have an audit committee and audit committee charter. Our audit committee is composed of Mr. Sidney Chan, Mr. Kenneth Robulak and Dr. Alfonso Salas. Mr. Robulak and Dr. Salas are deemed independent. Mr. Chan, as CEO, is not independent. Mr. Robulak acts as the Chair of the Audit Committee. Our audit committee is responsible for: (i) selection and oversight of our independent accountant; (ii) establishing procedures for the receipt, retention, and treatment of complaints regarding accounting, internal controls, and auditing matters; (iii) establishing procedures for the confidential, anonymous submission by company employees of concerns regarding accounting and auditing matters; (iv) engaging outside advisors; and (v) funding for the outside advisors engaged by the audit committee.

Nomination and Compensation Committees

Our Nomination Committee is composed of Mr. Sidney Chan, Mr. Kenneth Robulak and Dr. Alfonso Salas. Mr. Robulak acts as the Chair of the Nomination Committee. Mr. Robulak and Dr. Salas are deemed independent. Mr. Chan, as CEO, is not independent.

Our Compensation Committee is composed of Mr. Sidney Chan, Mr. Kenneth Robulak and Dr. Alfonso Salas. Mr. Robulak acts as the Chair of the Compensation Committee. Mr. Robulak and Dr. Salas are deemed independent. Mr. Chan, as CEO, is not independent.

Disclosure Committee

We have a disclosure committee and disclosure committee charter. Our Disclosure Committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Principal Executive Officer and the Principal Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about the Company and the accuracy, completeness, and timeliness of our financial reports.

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D. Employees

Our employees and independent contractors have contracts that outline their roles and responsibilities, as well as confidentiality requirements for all matters pertaining to the Company.

·	As<br> at December 31, 2022, we had 7 personnel under employment agreements and 18 personnel<br> under independent contractor or consulting arrangements,
·	As<br> At December 31, 2021, we had 6 personnel under employment agreements and 21 personnel<br> under independent contractor or consulting arrangements, and
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·	As<br> at December 31, 2020, we had 1 personnel under employment agreement and 18 personnel<br> under independent contractor or consulting arrangements, and three contract sales agents.
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The Company’s employees are primarily located in Singapore. The Company’s independent contractors are located in Canada, the United States, Hong Kong and the Philippines.

E. ShareOwnership

For information regarding the share ownership of our directors and senior management, please refer to “Item 6.B. Compensation” and “Item 7.A. Major Shareholders and Related Party Transactions.”

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A. MajorShareholders

The following table sets forth certain information regarding the ownership of our ordinary shares as of the fiscal year ended December 31, 2022 by (i) any person known by us to be the beneficial owner of more than 5% of our ordinary shares, based upon their most recent filings or correspondence with the SEC; and (ii) each director individually, each of our named executive officers, and all of our directors and executive officers as a group.

The table assumes 551,966,844 ordinary shares issued and outstanding as of the fiscal year ended December 31, 2022. For purposes of the table, we determined the number of shares of each class as beneficially owned by each person under Rule 13d-3(d)(1) of the Exchange Act. Under this rule, voting shares not outstanding that are subject to issuance pursuant to options, warrants, rights, or conversion privileges exercisable by a person within 60 days of the date indicated, are deemed outstanding for the purpose of calculating the number and percentage beneficially owned by such person, but are not deemed outstanding for the purpose of calculating the number or percentage beneficially owned by any other person listed in the table. Except where otherwise noted, we believe that each individual or entity named has sole investment and voting power with respect to the shares indicated as beneficially owned by such person, subject to community property laws, where applicable. Beneficial ownership representing less than one percent of the outstanding shares of a class is denoted with an asterisk (*). If an individual or person disclaims beneficial ownership, that is noted in the notes below the table.

Name of Beneficial Owner	Direct Amount of <br><br> Beneficial Owner	Position	Percent <br><br> of Class
Sidney Chan	4,650,846,000[1]	Chief Executive Officer, Chief Financial Officer, Member<br> and Chairman of the Board	92.8%
Christine Y S Kan	933,153,982 [2]	Vice President and Member of the Board	72.2%
Benjamin Szeto	5,000,000[3]	Secretary and Chief Legal Counsel	1.0%
Dr. Alfonso Salas	6,577,738[4]	Member of the Board	1.2%
Kenneth Robulak	11,190,000[5]	Member of the Board	2.0%
Peter Stafford	11,500,000[6]	Member of the Board	2.1%
Ronald Cheng	6,205,800[7]	Member of the<br> Board	1.1%
All Officers and Directors<br><br> <br>as a group (7 people)	5,624,473,520		97.2%
[1]	Mr. Chan<br> owns 190,345,000 ordinary shares and holds the following warrants to acquire ordinary<br> shares:
---	---	---
	●	4,225,001,000 at an exercise<br> price of $0.002 per share until April 12, 2024;
	●	120,000,000 at an exercise<br> price of $0.015 per share until December 11, 2024; and
	●	115,500,000 at an exercise price of $0.05 per share<br> until December 31, 2026.
[2]	Ms.<br> Kan, owns 193,153,482 ordinary shares and holds the following warrants to acquire ordinary shares:
	●	700,000,500 at an exercise<br> price of $0.002 per share until April 12, 2024; and
	●	40,000,000<br> at an exercise price of $0.05 per share until<br> December 31, 2026.
[3]	Mr. Szeto holds<br> the following options to acquire ordinary shares:
	●	1,000,000 at an exercise<br> price of $0.035 per share until October 24, 2024; and
	●	9,000,000<br> at an exercise price of $0.05 per share until<br> December 31, 2025, of which 5,000,000 are subject to vesting conditions.

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| --- | | [4] | Dr. Salas owns 1,577,738 ordinary shares and holds the following options to acquire ordinary shares: | | | --- | --- | --- | | | ● | 4,000,000 at an exercise price of $0.035 until May 6, 2024; and | | | ● | 1,000,000 at an exercise price of $0.035 until May 17, 2024. | | [5] | Mr. Robulak owns 1,190,000 ordinary shares and holds the following options to acquire ordinary shares: | | | | ● | 6,650,000 at an exercise price of $0.035 until March 14, 2024; | | | ● | 1,000,000 at an exercise price of $0.015 until April 12, 2024; | | | ● | 8,000,000 at an exercise price of $0.050 until May 31, 2025, subject to certain vesting conditions; and | | | ● | 2,350,000 at an exercise price of $0.015 until December 31, 2025. | | [6] | Mr. Stafford owns 1,500,000 ordinary shares and holds the following options to acquire ordinary shares: | | | | ● | 500,000 at an exercise price of $0.015 per share until April 12, 2024; | | | ● | 4,500,000 at an exercise price of $0.035 per share until May 6, 2024; and | | | ● | 5,000,000 at an exercise price of $0.05 per share until June 30, 2026. | | [7] | Mr. Cheng owns 1,205,800 ordinary shares and holds the following options to acquire ordinary shares: | | | | ● | 500,000 at an exercise price of $0.015 per share until April 12, 2024; and | | | ● | 4,500,000 at an exercise price of $0.035 per share until May 6, 2024. |

B. RelatedParty Transactions

All transactions with related parties were incurred in the normal course of operations and measured at the exchange amount, which is the amount of consideration agreed upon by the transacting parties.

Year Ended December 31,2022

We:

·	Incurred<br> salaries, bonus expenses, and consulting expenses as set forth in Item 6.B. “Compensation”;
·	Incurred<br> interest expense of $325,000 on $3,092,000 of promissory notes due to relatives of Sidney<br> Chan;
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·	Incurred<br> interest expense of $23,000 and borrowing costs (recorded as interest expense) of $73,000<br> on loan payable to a company controlled by Christine Kan and her immediate family members;
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·	Incurred<br> interest expense of $1,597,000 on $13,416,000 of amounts borrowed and outstanding on the<br> lines of credit payable to Sidney Chan and Christine Kan;
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·	Issued<br> 115,500,000 options to Sidney Chan, at a price of $0.05 per share, amounting to interest<br> expense of $4,005,000, related to financing provided;
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·	Incurred<br> bonus of $40,000 to a director of the Company settled with the issuance of ordinary shares;
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·	Incurred<br> rent expense of $20,000 to a company controlled by Christine Kan and her immediate family<br> member;
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·	Owed<br> accrued interest on promissory notes to relatives of Sidney Chan of $1,534,000; and
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·	Owed<br> accrued interest on lines of credit payable to Sidney Chan and Christine Kan of $2,412,000.
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C. Interestsof Experts and Counsel

Not Applicable.

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A. ConsolidatedStatements and Other Financial Information

We have appended consolidated financial statements filed as part of this Annual Report. See “Item 17. Financial Statements.”

Legal Proceedings

Included in promissory notes payable and accrued interest payable, are the following recognized liabilities, which have involved legal proceedings:

1.Mr. H. Gordon Niblock

During 2009, the following judgment was rendered against ALR Nevada: Niblock Financial Systems, Inc. et al v. ALR Technologies Inc. Forsyth County, North Carolina, file number 0-9-CVS-2220. The judgment against ALR Nevada was in the amount of $600,000 in favor of Niblock Financial Systems, Inc. and $550,000 in favor of H. Gordon Niblock, plus court costs and attorney fees. The judgment was rendered as a result of ALR Nevada’s failure to pay amounts due under several promissory notes. On September 30, 2009, subject to the entry of that judgment, ALR Nevada reached a Settlement Agreement with the two plaintiffs, resulting in a cash payment, a credit to the judgment and an assignment of the Judgment to Christine Kan.

As part of the Settlement Agreement, Mr. Stan Cruitt, a director of ALR Nevada at the time assigned unsecured advances payable by ALR Nevada totaling $425,000 with no stated terms of interest or repayment to the plaintiffs. As part of the Settlement Agreement, ALR Nevada agreed to the following repayment terms:

·	$300,000<br> repayable at a rate of $25,000 per month evidenced by a promissory note; and
·	$125,000<br> repayable in whole by January 15, 2011.
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The plaintiffs (Niblock Financial Systems, Inc. et al) filed a motion of default against ALR Nevada in the Superior Court of Forsyth County, North Carolina, (case number 10-CVS-685) for failure to meet the repayment terms of the $300,000 promissory note. On October 26, 2010, case number 10-CVS-685 was heard and the court found in favor of the plaintiff, meaning ALR Nevada was ordered to repay in full principal of $300,000 along with $11,000 of accrued interest from the original settlement date, being September 30, 2009. During the 2017 fiscal year, ALR Nevada determined it would be appropriate to accrue interest of 8% on the principal outstanding from the judgment date onward. Previously, ALR Nevada had recorded imputed interest on the amount, as there was no legal requirement for ALR Nevada to pay interest on the principal. As a result, during the 2017 fiscal year, ALR Nevada reversed the imputed interest, recorded the accrued interest and recorded the difference as a recovery of expense.

On December 18, 2013, ALR Nevada was served with a civil summons from H. Gordon Niblock in respect of a complaint for breach of agreement to repay the promissory note of $125,000 due by January 15, 2011, plus interest at the legal rate of 8% per annum from the date of maturity of the note until the amount is repaid plus reasonable attorney fees of the proceedings. On February 5, 2014, case number 13-CVS-7736 for the plaintiff’s motion for entry of default and default judgment was heard in the Superior Court Division of Forsyth Country, North Carolina. The court found in favor of the plaintiff, ruling that ALR Nevada was in default of its agreement with the plaintiff and that the plaintiff is eligible to seek affirmative relief against the defendant.

On September 23, 2020, the Superior Court of Forsyth County, North Carolina, issued a Civil Summons in regard to the amount owing for payment of $551,576, consisting of the principal amount of $300,000 and accrued interest of $251,576, as of the date of the Civil Summons. On October 30, 2020, the Superior Court of Forsyth County, North Carolina, issued an Order for Mediated Settlement Conference in Superior Court and Trial Calendar Notice. There has been no further actions or notices related to the Order or the related Civil Summons.

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Except as described above, as at the date of this Annual Report, there are no other material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which we or any of our subsidiaries is a party or of which any of their property is the subject. Please refer to Note [9], Commitments and Contingencies, of the consolidated financial statements for a description of outstanding judgments against us.

2. Ms. IreneHo

ALR Nevada owes a promissory note to Irene Ho that was demanded for repayment on December 14, 2010. This amount has not been repaid and interest continues to accrue at the legal rate. The total principal and interest owing to Irene Ho is approximately $630,000.

3. Mr. StanLink

Stan Link holds a note from ALR Nevada that is in arrears. The matter was reduced to a Consent Judgment in the amount of $43,608 on April 13, 2009. The full amount is still outstanding and continues to accrue interest at the stated rate of the note. The total principal and interest owing to Stan Link is approximately $89,000.

We have not declared any cash dividends nor are any intended to be declared. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs, and it is anticipated that all available cash will be needed for working capital.

B. SignificantChanges

Except as disclosed elsewhere in this Annual Report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this Annual Report.

ITEM 9.	THE OFFER AND THE LISTING

A. Offerand Listing Details

Our ordinary shares are traded on the OTCQB under the symbol “ALRTF.” Prior to the effectiveness of the Redomicile Merger, ALR Nevada’s common stock was previously traded on the OTCQB under the symbol “ALRT.”

B. Planof Distribution

Not Applicable.

C. Markets

See Item 9.A. “Offer and Listing Details.”

D. SellingShareholders

Not Applicable.

E. Dilution

Not Applicable.

F. Expensesof the Issue

Not Applicable.

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A. ShareCapital

Not Applicable.

B. Memorandumand Articles of Association

Description of ALR Singapore’sShare Capital

The following description of our share capital summarizes certain provisions of our Constitution. Such summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of our Constitution, a copy of which is included as Exhibit 3.1 to this Annual Report. We urge you to read our Constitution included as Exhibit 3.1 to this Annual Report.

General

For the purposes of this section, references to “shareholders” or “members” mean those persons whose names and number of shares are entered in our electronic register of members. Only persons who are registered in our electronic register of members are recognized under Singapore law as our shareholders with legal standing to institute shareholder actions against us or otherwise seek to enforce their rights as shareholders.

Share Capital

As of December 31, 2022, there were 551,966,844 ordinary shares issued and outstanding, excluding 321,700,000 ordinary shares issuable upon exercise of incentive share options, and 5,200,501,500 ordinary shares issuable upon exercise of warrants, and no preference shares issued and outstanding. All of our issued and outstanding shares are fully paid.

New Shares

Under the Companies Act, new shares may be issued only with the prior approval of our shareholders in a general meeting. General approval may be sought from our shareholders in a general meeting for the issue of shares. Approval, if granted, will lapse at the expiry of the period approved by shareholders or otherwise at the earliest of (i) the conclusion of the next annual general meeting; (ii) the expiration of the period within which the next annual general meeting is required by law to be held; or (iii) revocation or modification of approval by our shareholders acting at a duly convened general meeting.

Subject to our shareholders providing such general authority to the directors to issue new shares, the provisions of the Companies Act, and our Constitution, all new shares are under the control of the directors who may allot and issue new shares to such persons on such terms and conditions and with the rights and restrictions as they may think fit to impose.

Ordinary Shares

The class of issued ordinary shares, which have identical rights rank equally with one another. There is no concept of par value or authorized share capital under Singapore law. All shares issued are fully paid and existing shareholders are not subject to any calls on shares (unless there are any unpaid or partially-paid shares). Although Singapore law does not recognize the concept of “non-assessability” with respect to newly issued shares, any purchaser or subscriber of shares who has fully paid-up all amounts due with respect to such shares will not be subject under Singapore law to any personal liability to contribute to our assets or liabilities in such purchaser’s or subscriber’s capacity solely as a holder of such shares. This interpretation is substantively consistent with the concept of “non-assessability” under most, if not all, U.S. state corporations laws. All shares are in registered form.

Transfer of Ordinary Shares

Subject to applicable securities laws in relevant jurisdictions and our Constitution, our ordinary shares are freely transferable. The shares may be transferred by a duly signed instrument of transfer in any usual or common form or in a form approved by the directors. The directors may decline to register any transfer unless, among other things, evidence of payment of any stamp duty payable with respect to the transfer is provided together with other evidence of ownership and title as the directors may reasonably require to show the right of the transferor to make the transfer. We will replace lost or destroyed certificates for shares upon notice to us and upon, among other things, the applicant furnishing evidence and indemnity as the directors may require and the payment of all applicable fees.

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Preference Shares

Under the Companies Act, different classes of shares in a company incorporated in Singapore may be issued only if (a) the issue of the class or classes of shares is provided for in the Constitution of the company; and (b),the Constitution of the company sets out in respect of each class of shares the relevant rights attached to that class of shares.

Our Constitution provides that we may issue shares of a different class with such preferential, deferred, qualified, special, or other rights, privileges, conditions or restrictions as to dividends, capital, voting, or otherwise attached to them, as our directors may determine.

We may, subject to the prior approval in a general meeting of our shareholders, issue preference shares that are, or at our option, subject to redemption provided that such preference shares may not be redeemed out of capital unless (i) all our directors have made a solvency statement in relation to such redemption; and (ii) we have lodged a copy of the statement with the Singapore Registrar of Companies. Further, the shares must be fully paid-up before they are redeemed.

Voting Rights

As provided under our Constitution and the Companies Act, voting at any meeting of shareholders is by show of hands unless a poll has been demanded prior to the declaration of the result of the show of hands by, among others, (i) the chairman; or (ii) at least one shareholder present in person or by proxy or by attorney or, in the case of a corporation, by a representative entitled to vote thereat, in each case representing in the aggregate not less than 5% of the total voting rights of all shareholders having the right to vote at the general meeting, provided that no poll shall be demanded in respect of an election of a chairman or relating to any adjournment of such meeting. On a poll, every shareholder who is present in person or by proxy or by attorney, or in the case of a corporation, by a representative, has one vote for every share held by such shareholder. Only those shareholders who are registered in our register of members as holders of shares will be entitled to vote at any meeting of shareholders. Proxies need not be shareholders.

Dividend Rights

Subject to any preferential rights of holders of any outstanding preference shares, holders of our ordinary shares will be entitled to receive dividends and other distributions in cash, shares or property as may be declared by our Board from time to time. We may, by ordinary resolution, declare dividends at a general meeting of shareholders. A final dividend may be declared out of profits disclosed by the accounts presented at an annual general meeting, and requires approval of our shareholders. However, our Board can declare interim dividends without approval of our shareholders.

Pursuant to Singapore law and our Constitution, no dividend may be paid, except out of our profits. Any dividends would be limited by the amount of available distributable reserves, which, under Singapore law, will be assessed on the basis of our standalone unconsolidated accounts, which will be based upon International Financial Reporting Standards. Under Singapore law, it is also possible to effect a capital reduction exercise to return cash and/or assets to our shareholders, subject to the provisions of the Companies Act and the Constitution.

Our Board will review the dividend policy regularly, and the declaration and payment of any future dividends will be at the discretion and approval of our Board and subject to the continuing determination by our Board that payment of such dividends is consistent with our best interests. Future dividend payments will also depend upon such factors as our earnings level, capital requirements, contractual restrictions, cash position, overall financial condition, and any other factors deemed relevant by our Board.

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Also, as we are a holding company, our ability to pay cash dividends on our ordinary shares may be limited by restrictions on our ability to obtain sufficient funds through dividends from our subsidiaries and will depend upon such factors as earnings levels, capital requirements, contractual restrictions, our overall financial condition, available distributable reserves, and any other factors deemed relevant by our Board.

Amendment to Constitution

An amendment to our Constitution can only be made through a special resolution (i.e., with the consent of 75% of the holders of issued shares, entitled to vote, present in person or by proxy at a meeting for which not less than 21 days’ written notice is given) during a shareholders’ meeting. Our Board otherwise has no right to amend our Constitution.

We may not allot any preference shares or convert any issued shares into preference shares unless there is set out in our Constitution the rights of the holders of those shares with respect to repayment of capital, participation in surplus assets and profits, cumulative or non-cumulative dividends, voting, and priority of payment of capital and dividend in relation to other shares or other classes of preference shares.

Any shareholders of any class of preference shares who hold not less than 5% of the total number of issued shares of that class may apply to the High Court of Singapore (the “Court”) to have the variation of the rights or shares to be cancelled, and, if any such application is made, the variation or abrogation shall not have effect until confirmed by the Court.

Meeting of Shareholders

We are required to hold an annual general meeting each calendar year and within six months after the end of each financial year. Our Board may convene an extraordinary general meeting whenever they think fit and they must do so upon the written request of shareholders holding not less than 10% of the total number of paid-up shares as of the date of deposit of the requisition carrying the right to vote at a general meeting. In addition, two or more shareholders holding not less than 10% of our total number of issued shares (excluding treasury shares) may call a meeting of our shareholders.

The Companies Act provides that a shareholder is entitled to attend any general meeting and speak on any resolution put before the general meeting. Unless otherwise required by law or by our Constitution, resolutions put forth at general meetings may be decided by ordinary resolution, requiring the affirmative vote of a majority of the shareholders present in person or represented by proxy at the meeting and entitled to vote on the resolution. An ordinary resolution suffices, for example, for appointments of directors. A special resolution, requiring an affirmative vote of not less than 75% of the shareholders present in person or represented by proxy at the meeting and entitled to vote on the resolution, is necessary for certain matters under Singapore law, such as an alteration of our Constitution. A shareholder entitled to attend and vote at a meeting, or at a meeting of any class of shareholders, shall be entitled to appoint another person or persons, whether a shareholder of ours or not, as his or her proxy to attend and vote instead of the shareholder at the meeting. Under the Companies Act, a proxy appointed to attend and vote instead of the shareholder shall also have the same right as the shareholder to speak at the meeting, but unless our Constitution otherwise provides, (i) a proxy shall not be entitled to vote, except on a poll; (ii) a shareholder shall not be entitled to appoint more than two proxies to attend and vote at the same meeting; and (iii) where a shareholder appoints two proxies, the appointment shall be invalid unless the shareholder specifies the proportions of his holdings to be represented by each proxy.

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Only our registered shareholders, and their proxies, will be entitled to attend, speak and vote at any meeting of shareholders. Under the Companies Act, public companies may issue non-voting shares and shares that confer special, limited, or conditional voting rights, such that the holder of a share may vote on a resolution before our general meeting if, in accordance with the provisions of Section 64A of the Companies Act, the share confers on the holder a right to vote on that resolution.

Election and Removal of Directors

Directors can be appointed by our shareholders or our directors. Our Board shall have the power, at any time, and from time to time, to appoint any person to be a director either to fill a casual vacancy or as an additional director so long as the total number of directors shall not at any time exceed the maximum number (if any) fixed by or in accordance with our Constitution.

We may, by ordinary resolution, remove any director before the expiration of his or her period of office, notwithstanding anything in our Constitution or in any agreement between us and such director. We may also, by an ordinary resolution, appoint another person in place of a director removed from office pursuant to the foregoing.

Under our Constitution, subject to the Companies Act, any director shall retire at the next annual general meeting and shall then be eligible for re-election at that meeting.

Proceedings of Board of Directors

We will be managed by, or under the direction or supervision of, our Board. This is subject to any limitations in either the Companies Act or our Constitution.

We must have at least one director who ordinarily resides in Singapore. All directors must be natural persons who have attained 18 years of age and who are otherwise of full legal capacity.

Fees and percentages, any sums paid by way of expenses allowance insofar as those sums are charged income tax in Singapore, any contribution paid in respect of a director under any pension scheme and any benefits received by the directors otherwise than in cash in respect of his or her services as director, may be paid to such directors for services rendered to us. However, these payments have to be approved in accordance with section 169(1) of the Companies Act which provides that the payment has to be approved in a general meeting by a resolution, of which such resolution must be for the sole purpose of approving such director’s fees and is not related to other matters.

Subject to the provisions of our Constitution and the Companies Act, every member of our Board who is in any way, whether directly or indirectly, interested in a transaction or proposed transaction with us shall as soon as is practicable after the relevant facts have come to his or her knowledge (i) declare the nature of his or her interest at a meeting of our Board; or (ii) send a written notice to us containing details on the nature, character, and extent of his or her interest in the transaction or proposed transaction with us.

Indemnification of Directorsand Officers

Section 172 of the Companies Act provides that any provision that purports to exempt an officer of a company (to any extent) from any liability that would otherwise attach to him or her in connection with any negligence, default, breach of duty, or breach of trust in relation to the company is void.

Any provision by which we directly or indirectly provide an indemnity (to any extent) for an officer against any liability attaching to him or her in connection with any negligence, default, breach of duty, or breach of trust in relation to us is void. However, there is an exception, which is where the provision for indemnity is against liability incurred by the officer to a person other than us, subject to the other provisions of the Companies Act.

We may, however, purchase and maintain for an officer insurance against any such liability in connection with any negligence, default, breach of duty, or breach of trust in relation to us.

We may also indemnify such officer against liability incurred by the officer to a person other than us, except when the indemnity is against (i) any liability of the officer to pay a fine in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of noncompliance with any requirement of a regulatory nature (however arising); or (ii) any liability incurred by the officer (1) in defending criminal proceedings in which he or she is convicted; (2) in defending civil proceedings brought by us or a related company in which judgment is given against him or her; or (3) in connection with an application for relief under specified sections of the Companies Act in which the court refuses to grant him or her relief.

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Amalgamations and BusinessCombinations

Amalgamations

Sections 215A to 215C of the Companies Act, which relates to the amalgamation of a Singapore company with another company or corporation (other than certain affiliated companies), requires an amalgamation proposal be approved by the company’s board of directors and subject to the constitution of each amalgamating company, by the members of each amalgamating company by special resolution (i.e., 75% of the shareholders voting and able to vote) at a general meeting.

Under Singapore law, in the event of 75% of the shareholders voting at such meeting do not vote in favor of the amalgamation, an application may be made under Section 212 of the Companies Act to the Court for the approval of such amalgamation.

Business Combinations

The Companies Act and the Insolvency, Restructuring and Dissolution Act 2018 of Singapore (No. 40 of 2018) (“IRDA”) mandates that specified corporate actions require approval by the shareholders in a general meeting, notably:

·	notwithstanding<br> anything in the Company’s Constitution, directors are not permitted to carry into effect<br> any proposals for disposing of the whole or substantially the whole of the Company’s<br> undertaking or property unless those proposals have been approved by shareholders in a general<br> meeting;
·	the<br> Company may by special resolution resolve that it be wound up voluntarily;
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·	subject<br> to the constitution of each amalgamating company, an amalgamation proposal must be approved<br> by the shareholders of each amalgamating company via special resolution at a general meeting;
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·	a<br> compromise or arrangement proposed between a company and its shareholders, or any class of<br> them, must, among other things, be approved by a majority in number representing three-fourths<br> in value of the shareholders or class of shareholders present and voting either in person<br> or by proxy at the meeting ordered by the Court; and
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·	notwithstanding<br> anything in the Company’s Constitution, the directors may not, without the prior approval<br> of shareholders, issue shares, including shares being issued in connection with corporate<br> actions.
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Compulsory Acquisition ofShares Held by Minority Holders

An acquiring party is generally able to acquire compulsorily the common shares of minority holders in the following ways:

By a procedure under section 210 the Companies Act and section 70 of the IRDA known as a “scheme of arrangement”: A scheme of arrangement could be effected by obtaining the agreement of the company and of holders of its shares (or any class of shares), representing in the aggregate a majority in number and at least 75% in value of the shares or class of shares present and voting at a court ordered meeting held to consider the scheme or arrangement. The scheme of arrangement must then be sanctioned by the Court. Once an order for a scheme is approved by the Court, it binds all shareholders, including those who objected to or abstained from voting on the scheme at the scheme meeting or objected to the scheme in the Court.

By a procedure under section 215 the Companies Act: Where a scheme or contract involving the transfer of all of the shares or all of the shares in any particular class in a company (the “transferor company”) to a person (the “transferee”) has, within four months after the making of the offer in that behalf by the transferee, been approved as to the shares or as to each class of shares whose transfer is involved by the holders of not less than 90% of the total number of those shares (excluding treasury shares) or of the shares of that class (other than shares already held at the date of the offer by the transferee, and excluding any shares in the transferor company held as treasury shares), the transferee may at any time within two months, after the offer has been so approved, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire his or her shares; and when such a notice is given the transferee shall, unless on an application made by the dissenting shareholder within one month from the date on which the notice was given or within 14 days of a statement being supplied to a dissenting shareholder pursuant to Section 215(2) of the Companies Act (whichever is the later) the Court thinks fit to order otherwise, be entitled and bound to acquire those shares on the terms that under the scheme or contract the shares of the approving shareholders are to be transferred to the transferee or if the offer contained two or more alternative sets of terms upon the terms that were specified in the offer as being applicable to dissenting shareholders.

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Anti-takeovers

The Singapore Code on Take-overs and Mergers regulates, among other things, the acquisition of voting shares of Singapore-incorporated listed public companies or unlisted public companies with more than 50 shareholders and net tangible assets of SGD$5 million or more. Any person acquiring an interest, whether by a series of transactions over a period of time or not, either on their own or together with parties acting in concert with such person, in 30% or more of our voting shares, or, if such person holds, either on their own or together with parties acting in concert with such person, between 30% and 50% (amounts inclusive) of our voting shares, and such person (or parties acting in concert with such person) acquires additional voting shares representing more than 1% of our voting shares in any six-month period, must, except with the consent of the Securities Industry Council in Singapore, extend a mandatory takeover offer for the remaining voting shares in accordance with the provisions of the Singapore Code on Take-overs and Mergers. Responsibility for ensuring compliance with the Singapore Code on Take-overs and Mergers rests with parties (including our Board) to a takeover or merger and their advisors.

“Parties acting in concert” comprise individuals or companies who, pursuant to an agreement or understanding (whether formal or informal), cooperate, through the acquisition by any of them of shares in a company, to obtain or consolidate effective control of that company. Certain persons are presumed (unless the presumption is rebutted) to be acting in concert with each other. They are as follows:

·	a<br> company and its related corporations, the associated companies of any of the company and<br> its related corporations, companies whose associated companies include any of these companies,<br> and any person who has provided financial assistance (other than a bank in the ordinary course<br> of business) to any of the foregoing for the purchase of voting rights;
·	a<br> company and its directors (including their close relatives, related trusts and companies<br> controlled by any of the directors, their close relatives and related trusts);
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·	a<br> company and its pension funds and employee share schemes;
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·	a<br> person with any investment company, unit trust, or other fund whose investment such person<br> manages on a discretionary basis, but only in respect of the investment account that such<br> person manages;
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·	a<br> financial or other professional adviser, including a stockbroker, and its clients in respect<br> of shares held by the adviser and persons controlling, controlled by or under the same control<br> as the adviser, and all the funds managed by the adviser on a discretionary basis, where<br> the shareholdings of the adviser and any of those funds in the client total 10% or more of<br> the client’s equity share capital;
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| --- | | · | directors of a company (including their close relatives, related trusts, and companies controlled by any of such directors, their close relatives and related trusts) that is subject to an offer or where the directors have reason to believe a bona fide offer for the company may be imminent; | | --- | --- | | · | partners; and | | --- | --- | | · | an individual and such person’s close relatives, related trusts, any person who is accustomed to act in accordance with such person’s instructions and companies controlled by the individual, such person’s close relatives, related trusts or any person who is accustomed to act in accordance with such person’s instructions, and any person who has provided financial assistance (other than a bank in the ordinary course of business) to any of the foregoing for the purchase of voting rights. | | --- | --- |

A mandatory offer must be in cash or be accompanied by a cash alternative at not less than the highest price paid by the offeror or parties acting in concert with the offeror during the offer period and within the six months preceding the acquisition of shares that triggered the mandatory offer obligation.

Under the Singapore Code on Take-overs and Mergers, where effective control of a company is acquired or consolidated by a person, or persons acting in concert, a mandatory general offer to all other shareholders is normally required. An offeror must treat all shareholders of the same class in an offeree company equally. A fundamental requirement is that shareholders in the company subject to the takeover offer must be given sufficient information, advice and time to consider and decide on the offer. These legal requirements may impede or delay a takeover of us by a third-party.

Shareholder Suits

Standing

Only registered shareholders reflected in the electronic register of members are recognized under Singapore law as shareholders of a company. As a result, only our registered shareholders have legal standing to institute shareholder actions or otherwise seek to enforce their rights as shareholders. Holders of book-entry or dematerialized interests in our shares will be required to exchange their book-entry or dematerialized interests for certificated shares and to be registered as shareholders in the electronic register of members in order to institute or enforce any legal proceedings or claims against us, our directors, or officers relating to shareholder rights. A holder of book-entry or dematerialized interests may become one of our registered shareholders by exchanging its interest in the shares for certificated shares and being registered in the electronic register of members.

Personal Remedies in the Case of Oppression or Injustice

A shareholder may apply to the Court for an order under Section 216 of the Companies Act to remedy situations where (i) our affairs are being conducted or the powers of our directors are being exercised in a manner oppressive to, or in disregard of the interests of, one or more of our shareholders or holders of debentures, including the applicant; or (ii) we have done an act, or threaten to do an act, or the shareholders or holders of debentures have passed or proposed some resolution, which unfairly discriminates against, or is otherwise prejudicial to, one or more of our shareholders or holders of debentures, including the applicant.

Singapore courts have wide discretion as to the relief they may grant under such application, including, inter alia, directing or prohibiting any act or cancelling or varying any transaction or resolution, providing that we be wound up, or authorizing civil proceedings to be brought in the name of or on behalf of us by such person or persons and on such terms as the Court directs.

Derivative Actions

Section 216A of the Companies Act provides a mechanism enabling shareholders to apply to the court for leave to bring a derivative action or commence an arbitration on behalf of the company. Derivative actions are also allowed as a common law action.

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Applications are generally made by shareholders of the company, but courts are given the discretion to allow such persons as they deem proper to apply (e.g., beneficial owner of shares).

It should be noted that this provision of the Companies Act is primarily used by minority shareholders to bring an action in the name and on behalf of the company or intervene in an action to which the company is a party for the purpose of prosecuting, defending, or discontinuing the action on behalf of the company. Prior to commencing a derivative action, the court must be satisfied that (i) 14 days’ notice has been given to the directors of the company of the party’s intention to commence such action if the directors of the company do not bring, diligently prosecute or defend or discontinue the action; (ii) the party is acting in good faith; and (iii) it appears to be prima facie in the interests of the company that the action be brought, prosecuted, defended, or discontinued.

Capitalization of Profitsand Reserves

In a general meeting, our shareholders may, upon the recommendation of the directors, capitalize any reserves or profits and distribute them as fully paid bonus shares to the shareholders in proportion to their shareholdings.

Liquidation or Other Returnof Capital

On a winding-up or other return of capital, subject to any special rights attaching to any other class of shares, holders of ordinary shares will be entitled to participate in any surplus assets in proportion to their shareholdings.

Registrar or Transfer Agent

The register of holders of our ordinary shares is Pacific Stock Transfer.

C. MaterialContracts

For information regarding our material contracts, please see “Item 4. Information on the Company,” “Item 5. Operating and Financial Review and Prospects,” “Item 6. Directors, Senior Management and Employees,” and “Item 7.B. Related Party Transactions” of this Annual Report.

D. ExchangeControls

Under the laws of Singapore, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest, or other payments to nonresident holders of our ordinary shares.

E. Taxation

U.S. Federal Income Tax Considerations

The following is a general summary of certain U.S. federal income tax considerations applicable to shareholders resulting from the ownership and disposition of our ordinary shares.

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a shareholder. For example, it does not take into account the individual facts and circumstances of any particular shareholder that may affect the U.S. federal income tax considerations applicable to such holder, nor does it address the state and local, federal estate and gift, federal alternative minimum tax, or foreign tax consequences to a shareholder relating to the ownership and disposition of our ordinary shares. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any particular shareholder. Each shareholder is urged to consult its own tax advisor regarding the U.S. federal tax consequences that may apply as a result of the ownership and disposition of our ordinary shares.

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No ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax consequences to our shareholders. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, as the authorities on which this summary are based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions taken in this summary.

This summary is based on the Code, Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this Annual Report. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis, which could affect the U.S. federal income tax considerations described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

As used in this summary, the term “U.S. Holder” means a beneficial owner of our ordinary shares that is, for U.S. federal income tax purposes:

·	an<br> individual who is a citizen or resident of the U.S.;
·	a<br> corporation, or other entity classified as a corporation that is created or organized in<br> or under the laws of the U.S. or any state in the U.S., including the District of Columbia;
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·	an<br> estate if the income of such estate is subject to U.S. federal income tax regardless of the<br> source of such income; or
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·	a<br> trust if (i) such trust has validly elected to be treated as a U.S. person for U.S. federal<br> income tax purposes; or (ii) is subject to the supervision of a court within the United States<br> and the control of one or more U.S. persons as described in the Code.
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For purposes of this summary, a “Non-U.S. Holder” is a beneficial owner of our ordinary shares that is neither a U.S. Holder nor a partnership.

This summary does not address the U.S. federal income tax considerations to shareholders that are subject to special provisions under the Code, including: (i) shareholders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (ii) shareholders that are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (iii) shareholders that are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (iv) shareholders that have a “functional currency” other than the U.S. dollar; (v) shareholders that own our ordinary shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (vi) shareholders that acquired our ordinary shares in connection with the exercise of employee options or otherwise as compensation for services; (vii) shareholders that hold our ordinary shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); and (viii) partnerships and other pass-through entities (and investors in such partnerships and entities).

This summary also does not address the U.S. federal income tax considerations applicable to shareholders who are: (i) U.S. expatriates or former long-term residents of the U.S.; or (ii) persons that use or hold, will use or hold, or that are or will be deemed to use or hold our ordinary shares in connection with carrying on a business in Singapore. Shareholders that are subject to special provisions under the Code, including shareholders described immediately above, should consult their own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences relating to the ownership and disposition of our ordinary shares.

If an entity that is classified as a partnership (or “pass-through” entity) for U.S. federal income tax purposes holds our ordinary shares, the U.S. federal income tax consequences to such partnership and the partners of such partnership and the ownership of our ordinary shares generally will depend on the activities of the partnership and the status of such partners. Partners of entities that are classified as partnerships for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences of the ownership and disposition of our ordinary shares.

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This discussionprovides general information only and is not intended to be tax advice to any particular shareholder. Any U.S. federal, state, or localtax advice included in this discussion was not intended or written to be used, and it cannot be used by any shareholder, for the purposeof avoiding any penalties that may be imposed by any U.S. federal, state, or local governmental taxing authority or agency. Investorsshould consult their own independent tax advisors in determining the application to them of the U.S. federal income tax consequencesset forth below, and any other U.S. federal, state, local foreign, or other tax consequences to them of the purchase, ownership, anddisposition of our ordinary shares. Investors should note that no rulings have been or will be sought from the IRS with respect to anyof the U.S. federal income tax consequences discussed below and no assurance can be given that the IRS will not take positions contraryto the conclusions stated below.

The U.S. Anti-inversion Rules

We are incorporated under the laws of Singapore. Generally, corporations incorporated outside of the U.S. are not treated as U.S. corporations for U.S. federal income tax purposes. However, as described below, Section 7874 of the Code treats certain corporations incorporated outside the U.S. as U.S. corporations for U.S. federal income tax purposes. We are treated as a foreign corporation for U.S. federal income tax purposes as a result of the Redomicile Merger.

Under Section 7874 of the Code, a corporation created or organized outside of the U.S. (i.e., a foreign corporation) will be treated as a U.S. corporation for U.S. federal income tax purposes (and, therefore, a U.S. tax resident and subject to U.S. federal income tax on its worldwide income) when (a) the foreign corporation acquires, directly or indirectly, substantially all of the assets held, directly or indirectly, by a U.S. corporation; (b) after the acquisition, the stockholders of the acquired U.S. corporation hold at least 80% (by vote or value) of the shares of the foreign corporation by reason of holding shares of the U.S. acquired corporation; and (c) after the acquisition, the foreign corporation’s expanded affiliated group does not have substantial business activities in the foreign corporation’s country of organization or incorporation when compared to the expanded affiliated group’s total business activities. For this purpose, “expanded affiliated group” means the foreign corporation and all subsidiaries in which the foreign corporation owns, directly or indirectly, more than 50% of the stock (by vote or value). Pursuant to the Redomicile Merger, we directly acquired all of the assets of ALR Nevada and the former stockholders of ALR Nevada, at the time the Redomicile Merger was declared effective, owned essentially 100% of our ordinary shares. Therefore, we will be treated as a U.S. corporation for U.S. federal income tax purposes pursuant to Code Section 7874 unless our expanded affiliated group is treated as having substantial business activities in Singapore.

U.S. Treasury Regulation section 1.7874-3 provides that an expanded affiliated group will be treated as having substantial business activities in the relevant foreign country when compared to its total business activities if, in general, at least 25% of the expanded affiliated group’s employees (by number and compensation), tangible asset value, and gross income are based, located, and derived, respectively, in the relevant foreign country.

We have met the 25% Test with respect to its employees, assets, and income. Consequently, we will be treated as a foreign corporation under Section 7874. However, the application of these rules in the future remains uncertain given the limited guidance and jurisprudence on how they will be applied in a given case.

In the event that we are ever treated as a U.S. domestic corporation for U.S. income tax purposes, significant and complicated tax consequences will result, and this summary does not attempt to describe all such consequences. Generally, however, in that case we would be subject to U.S. federal income tax on its worldwide income, regardless of the source of that income, and would be required to file returns in the U.S. Given that we are a resident of Singapore, it is unclear how the foreign tax credit rules in either country will operate. Accordingly, if the exceptions to Code Section 7874 are not satisfied in the future, it is possible that we would be subject to double taxation with respect to all or part of our taxable income in the future. Dividends that may be paid by us to our shareholders may be subject to withholding tax in one or both countries if Section 7874 is applied to us.

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The remainder of this discussion assumes that we will meet the 25% Test, and will be respected as a foreign corporation under Section 7874 of the Code.

Dividend Distribution Consequencesto U.S. Holders

Subject to the PFIC provisions discussed below, U.S. Holders will be required to include in gross income the gross amount of any distribution received on our ordinary shares to the extent that the distribution is paid out of our earnings and profits as determined for U.S. federal income purposes. We refer to such a distribution herein as a dividend.

To the extent that the amount of any distribution exceeds our earnings and profits, the distribution would generally first be treated as a tax-free return of capital (with a corresponding reduction in the adjusted tax basis of a U.S. Holder’s ordinary shares of the Company), and thereafter would be taxed as a capital gain.

Dividends paid in a currency other than U.S. dollars will be included in a U.S. Holder’s gross income in a U.S. dollar amount based on the spot exchange rate in effect on the date of actual or constructive receipt, whether or not the payment is converted into U.S. dollars at that time. The U.S. Holder will have a tax basis in such currency equal to such U.S. dollar amount, and any gain or loss recognized upon a subsequent sale or conversion of the foreign currency for a different U.S. dollar amount will be U.S. source ordinary income or loss. If the dividend were converted into U.S. dollars on the date of receipt, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend income.

Dividends paid by us to a U.S. Holder that is an individual should be ordinary dividends, subject to tax at the recipient’s ordinary income tax rates. If a U.S. Holder is a corporation, and to the extent the U.S. corporate Holder controls 10% of more of our ordinary shares, Section 245A of the Code might provide an exemption from U.S. taxation.

A U.S. Holder would generally recognize a taxable gain or loss on any sale or other taxable disposition of our ordinary shares in an amount equal to the difference between the amount realized from such sale or other taxable disposition and the U.S. Holder’s adjusted tax basis in such shares. Such recognized gain or loss generally would be a capital gain or loss. Capital gains of non-corporate U.S. Holders (including individuals) generally would be subject to U.S. federal income tax at preferential rates if the U.S. Holder has held our ordinary shares for more than one year as of the date of the sale or other taxable disposition. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. Holder on the sale or other taxable disposition of our ordinary shares generally would be treated as U.S. source gain or loss.

Passive Foreign Investment CompanyProvisions

The treatment of U.S. Holders of our ordinary shares in some cases could be materially different from that described above if, at any relevant time, we were classified as a PFIC.

Sections 1291 to 1298 of the Code contain the PFIC rules. These rules generally provide for punitive treatment to U.S. Holders of PFICs. A foreign corporation is classified as a PFIC if more than 75% of its gross income is passive income or more than 50% of its assets produce passive income or are held for the production of passive income. These rules would not apply if the Section 7874(b) rules, as noted above, deem us to be considered as a U.S. corporation for U.S. federal income tax purposes.

For purposes of the PFIC asset test, cash is treated as a passive asset. For purposes of the PFIC asset test, the active business assets held by our wholly owned subsidiaries (e.g., ALR Nevada and ALR Canada) will be deemed to be held by us. It is uncertain at this time whether we will be classified as a PFIC in the future. If we are classified as a PFIC in the future, then the holders of our ordinary shares who are U.S. taxpayers may be subject to PFIC provisions that may impose U.S. taxes, in addition to those normally applicable, on the sale of their ordinary shares of the Company or on distributions from the Company. Specifically, any gain on the sale of PFIC shares or dividends that exceed 125% of the average distribution over the prior three years, will be allocated pro rata over each day that the U.S. Holder beneficially owned such shares. Any portion that is allocated to a prior taxation year will be taxed at the highest marginal rate applicable to such U.S. Holder in such prior taxation year, and an interest charge will be added as though the tax was due, but unpaid, in such prior year.

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InformationReporting and Backup Withholding

Amounts paid to a Non-U.S. Holder that are treated as the proceeds of the sale or other disposition by the Non-U.S. Holder of our ordinary shares effected by or through a U.S. office of a broker generally will be subject to information reporting and backup withholding (at the applicable rate) unless the Non-U.S. Holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E (or other applicable or successor form) and certain other conditions are met. Information reporting and backup withholding generally will not apply to any payment of the proceeds from a sale or other disposition of our ordinary shares effected outside the U.S. by a non-U.S. office of a broker. However, unless such broker has documentary evidence in its records that the Non-U.S. Holder is not a U.S. person and certain other conditions are met, or the Non-U.S. Holder otherwise establishes an exemption, information reporting will apply to a payment of the proceeds of the disposition of our ordinary shares effected outside the U.S. by such a broker if it has certain relationships within the U.S.

Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability (if any) of persons subject to backup withholding will be reduced by the amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund generally may be obtained, provided that the required information is timely furnished to the IRS.

SingaporeTax Consideration

The statements made herein regarding taxation are general in nature and based on certain aspects of the tax laws of Singapore and administrative guidelines issued by the relevant authorities in force as of the date of this Annual Report, and are subject to any changes in such laws or administrative guidelines, or in the interpretation of these laws or guidelines, occurring after such date, which changes could be made on a retrospective basis. These laws and guidelines are also subject to various interpretations and the relevant tax authorities or the courts could later disagree with the explanations or conclusions set out below. The statements are not intended to be and do not constitute legal or tax advice and no assurance can be given that courts or fiscal authorities responsible for the administration of such laws will agree with the interpretation adopted therein. Any prospective investor should consult an independent tax advisor regarding all Singapore income and other tax consequences applicable in light of that person’s particular circumstances. The statements below are based on the assumption that we are a tax resident in Singapore for Singapore income tax purposes.

Dividend Distributions withRespect to Ordinary Shares

Singapore has a one-tier corporate income tax system. Under the one-tier corporate income tax system, the tax paid by a company that is tax resident in Singapore is a final tax. Any dividends paid by a company that is tax resident in Singapore are exempt from Singapore income tax in the hands of its shareholders. As we are a tax resident of Singapore, the dividends payable by us will be one-tier tax-exempt dividends and will be exempt from Singapore income tax in the hands of our shareholders, regardless of their legal form or tax residence status. There will be no tax credits attached to the dividends payable by us. There is no withholding tax on payment of dividends to non-resident shareholders.

Capital Gains upon Dispositionof Ordinary Shares

Under current Singapore tax law, there is no tax on capital gains. As such, any profits from the disposal of our ordinary shares that are capital in nature would not be taxable in Singapore. However, there are no specific laws or regulations that deal with the characterization of whether a gain is income or capital in nature. If the gains from the disposal of ordinary shares are construed to be of an income nature (which could be the case if, for instance, the gains arise from activities that the Inland Revenue Authority of Singapore regards as carrying on a trade or business in Singapore), the disposal profits would be taxable as income rather than capital gains. As the precise status of each prospective investor will vary from one another, each prospective investor should consult an independent tax advisor on the Singapore income tax and other tax consequences that will apply to their individual circumstances.

Subject to certain conditions being satisfied, gains derived by a company from the disposal of our ordinary shares between the period of June 1, 2012 and May 31, 2027 (inclusive of both dates) will not be subject to Singapore income tax, if the divesting company holds a minimum shareholding of 20% of our ordinary shares and these shares have been held for a continuous minimum period of 24 months.

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In addition, shareholders who apply, or who are required to apply, the Singapore Financial Reporting Standard 39 Financial Instruments: Recognitionand Measurement (“FRS 39”) or Financial Reporting Standard 109 Financial Instruments (“FRS 109”), for the purposes of Singapore income tax may be required to recognize gains or losses (not being gains or losses in the nature of capital) in accordance with the provisions of FRS 39 or FRS 109 (as modified by the applicable provisions of Singapore income tax law) even though no sale or disposal of our ordinary shares is made. Singapore corporate shareholders who may be subject to such tax treatment should consult their own accounting and tax advisors regarding the Singapore income tax consequences of their acquisition, holding and disposal of our ordinary shares.

Stamp Duty

There is no Singapore stamp duty payable in respect of the issuance or holding of our ordinary shares. Singapore stamp duty will be payable if there is an instrument of transfer of our ordinary shares executed in Singapore or if there is an instrument of transfer executed outside of Singapore, which is received in Singapore. Under Singapore law, stamp duty is not applicable to electronic transfers of our shares effected on a book-entry basis outside of Singapore. We therefore expect that no Singapore stamp duty will be payable in respect of our ordinary shares received by, or allotted and issued to, U.S. Holders assuming that they are acquired solely in book-entry form through the facility outside Singapore established by its transfer agent and registrar outside Singapore.

Where shares evidenced in certificated form are transferred and an instrument of transfer is executed (whether physically or in the form of an electronic instrument) in Singapore or outside Singapore, and which is received in Singapore, Singapore stamp duty is payable on the instrument of transfer for the sale of our ordinary shares at the rate of 0.2% of the consideration for, or market value of, the transferred shares, whichever is higher. The Singapore stamp duty is borne by the purchaser unless there is an agreement to the contrary. Where the instrument of transfer is executed outside of Singapore and is received in Singapore, Singapore stamp duty must be paid within 30 days of receipt of the instrument of transfer in Singapore. Electronic instruments that are executed outside Singapore are treated as received in Singapore in any of the following scenarios: (i) it is retrieved or accessed by a person in Singapore; (ii) an electronic copy of it is stored on a device (including a computer) and brought into Singapore; or (iii) an electronic copy of it is stored on a computer in Singapore. Where the instrument of transfer is executed in Singapore, Singapore stamp duty must be paid within 14 days of the execution of the instrument of transfer.

Goods and Services Tax

The issue or transfer of ownership of our ordinary shares would be exempt from Singapore goods and services tax (“GST”). Hence, no GST would be incurred on the subscription or subsequent transfer of our ordinary shares.

The sale of our ordinary shares by a GST-registered investor belonging in Singapore for GST purposes to another person belonging in Singapore is an exempt supply not subject to GST. Any input GST incurred by the GST-registered investor in making the exempt supply is generally not recoverable from the Singapore Comptroller of GST.

Where our ordinary shares are sold by a GST-registered investor in the course of or furtherance of a business carried on by such investor contractually to and for the direct benefit of a person belonging outside Singapore, the sale should generally, subject to satisfaction of certain conditions, be considered a taxable supply subject to GST at 0%. Subject to the normal rules for input tax claims, any input GST incurred by the GST-registered investor in making such a supply in the course of or furtherance of a business carried out by such investor may be fully recoverable from the Singapore Comptroller of GST.

Each prospective investor should consult an independent tax advisor on the recoverability of input GST incurred on expenses in connection with the purchase and sale of our ordinary shares, if applicable.

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Services consisting of arranging, brokering, underwriting or advising on the issue, allotment or transfer of ownership of our ordinary shares rendered by a GST-registered person to an investor belonging in Singapore for GST purposes in connection with the investor’s purchase, sale or holding of our ordinary shares will be subject to GST at the prevailing rate of 8%. Similar services rendered by a GST-registered person contractually to and for the direct benefit of an investor belonging outside Singapore should generally, subject to the satisfaction of certain conditions, be subject to GST at 0%.

Estate Duty

Singapore estate duty has been abolished with effect from February 15, 2008 in relation to the estate of any person whose death has occurred on or after February 15, 2008.

F. Dividendsand Paying Agents

Not Applicable.

G. Statementby Experts

Not Applicable.

H. Documentson Display

We have previously filed with the SEC our registration statement on Form F-4 (File No. 333-265166), as amended, and a prospectus under the SecuritiesAct with respect to our ordinary shares. We have filed this Annual Report with the SEC under the Exchange Act. Statements made in this Annual Report as to the contents of any document referred to are not necessarily complete. With respect to each such document filed as an exhibit to this report, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference.

We are subject to the periodic reporting and other information requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year. Copies of reports and other information, when so filed, may be inspected without charge and may be obtained from the SEC’s internet site at http://www.sec.gov. The SEC’s telephone number is 1-800-SEC-0330.

As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and our executive officers, directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

I. SubsidiaryInformation

Not Applicable.

ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. DebtSecurities.

Not Applicable.

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B. Warrantsand Rights.

Not Applicable.

C. OtherSecurities.

Not Applicable.

D. AmericanDepository Shares.

Not Applicable.

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PART II

ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

As at December 31, 2022, the Company had promissory notes payable and related interest payable, totaling $9,918,000 in default. The amount in default is an aggregate 30 promissory notes issued by ALR Nevada to related parties and arm’s length parties, all prior to 2010 and have been in default since prior to 2010. These amounts remain in default as of the date of this report.

ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15.	CONTROLS AND PROCEDURES

Evaluationof Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our CEO and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our CEO and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on the foregoing, our CEO and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

Limitationson the Effectiveness of Controls

Our management, including our CEO and Chief Financial Officer, does not expect that our disclosure controls and internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to a simple error. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate due to changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Due to the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Management’sReport on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and Board regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with U.S. GAAP.

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Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Due to its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this assessment, the management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on management’s assessment, as of December 31, 2022, our internal control over financial reporting was not effective based on those criteria.

Based on this assessment, we found our internal control over financial reporting to be not effective for the following reason: insufficient written policies and procedures for reporting requirements and accounting and financial reporting with respect to the requirements and application of U.S. GAAP and SEC disclosure requirements.

Our Management believes that the material weaknesses set forth above did not affect our financial results. We retain a consultant who has the technical expertise and knowledge to implement the proper segregation of duties and the development of effective internal controls over financial reporting. We will advance our internal controls over financial reporting to meet our future needs at the appropriate time.

In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the material weaknesses in our internal controls over financial reporting.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changesin Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the most recent fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Our process for evaluating controls and procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures and the remediation of any deficiencies that may be identified during this process.

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ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT
---	---

The Board has determined that Mr. Sidney Chan, Mr. Kenneth Robulak and Dr. Alfonso Salas qualify as audit committee financial experts as defined by the SEC rules, and have the requisite financial experience, as defined by Nasdaq corporate governance rules. Mr. Robulak and Dr. Salas are “independent” as such term is defined in Rule 10A-3(b)(1) under the Exchange Act.

ITEM 16B.	CODE OF ETHICS

We have adopted a corporate code of ethics that applies to all of our directors, officers, and employees. We believe that our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely, and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. We have filed our code of ethics as an exhibit to this Annual Report.

ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) AuditFees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by our principal accountant for the audit of our annual consolidated financial statements and other services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were:

2022	$<br> 37,000	Dale<br> Matheson Carr-Hilton LaBonte LLP
2021	$<br> 20,000	Dale<br> Matheson Carr-Hilton LaBonte LLP

(2) Audit-RelatedFees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported in the preceding paragraph:

2022	$<br> 40,000	Dale<br> Matheson Carr-Hilton LaBonte LLP
2021	$<br> 12,000	Dale<br> Matheson Carr-Hilton LaBonte LLP

(3) TaxFees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning were:

2022	$<br> 8,000	Dale<br> Matheson Carr-Hilton LaBonte LLP
2021	$ 3,000	Dale<br> Matheson Carr-Hilton LaBonte LLP

(4) AllOther Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by our principal accountant, other than the services reported in paragraphs (1), (2) and (3) were:

2022	$<br> 0	Dale<br> Matheson Carr-Hilton LaBonte LLP
2021	$<br> 0	Dale<br> Matheson Carr-Hilton LaBonte LLP

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**(5)**Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

(6) The percentage of hours expended on the principal accountant’s engagement to audit our consolidated financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not Applicable.

ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.

ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

None.

ITEM 16G.	CORPORATE GOVERNANCE

Not Applicable.

ITEM 16H.	MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

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PART III

ITEM 17.	FINANCIAL STATEMENTS

Our consolidated financial statements are included at the end of this Annual Report.

ITEM 18.	FINANCIAL STATEMENTS

See “Item 17. Financial Statements.”

ITEM 19.	EXHIBITS
Exhibit
---	---
No.	Document Description
2.1	Agreement and Plan of Merger and Reorganization dated May 17, 2022 by and among the Company, ALR Delaware, and ALR Nevada
3.1	Constitution of the Company
4.1	Specimen Ordinary Share Certificate of the Company
4.2	Description of Share Capital
10.1	Line of Credit Agreement with Sidney Chan
10.2	Line of Credit Agreement with Christine Kan
10.3	Employment Agreement between the Company and Christine Kan
10.4	Letter of Employment between the Company and Sidney Chan
10.5	Option Agreement between the Company and Sidney Chan
10.6	Loan Agreement between the Company and Kan Wen Chen Pte. Ltd.
10.7	Manufacturing and Supply Agreement between the Company and Infinovo Medical Co. Ltd.
14.1	Code of Ethics and Business Conduct
21.1	List of subsidiaries of the Company
31.1	Certification of CEO pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of CFO pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ALR TECHNOLOGIES SG LTD.
	(Registrant)
DATE: May 1, 2023	BY:	/s/ Sidney Chan
		Sidney Chan
		Chairman, Principal Executive Officer, Principal Financial<br> Officer, Principal Accounting Officer and a member of the Board

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ Sidney Chan	Chairman, Principal Executive<br> Officer, Principal	May<br> 1, 2023
Mr. Sidney Chan	Financial Officer, Principal<br> Accounting Officer and
	a member of the Board
/s/ Christine Y S Kan	Vice President and Member of the Board	May 1, 2023
Ms. Christine Y S Kan
/s/ Peter Stafford	Member of the Board	May 1, 2023
Mr. Peter Stafford
/s/ Kenneth J. Robulak	Member of the Board	May 1, 2023
Mr. Kenneth J. Robulak
/s/ Alfonso Salas	Member of the Board	May 1, 2023
Dr. Alfonso Salas
/s/ Ronald Cheng	Member of the Board	May 1, 2023
Mr. Ronald Cheng

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---	---

ALR

TECHNOLOGIES SG LTD.

ConsolidatedFinancial Statements

December 31,2022 and 2021

Index	Page
Report of Independent Registered<br> Public Accounting Firm	F-2
Consolidated Balance Sheets	F-4
Consolidated Statements<br> of Operations and Comprehensive Loss	F-5
Consolidated Statements<br> of Changes in Shareholders’ Deficit	F-6 – F-7
Consolidated Statements<br> of Cash Flows	F-8
Notes to Consolidated Financial<br> Statements	F-9-F-40

Report

of Independent Registered Public Accounting Firm

| F-2 |

| --- |

DALE

MATHESON CARR-HILTON LABONTE LLP

Vancouver, Canada

1173

| F-3 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Consolidated Balance Sheets

($ United States)

December 31, 2022 and 2021

	2022			2021
Assets
Current assets:
Cash	$	148,628		$	115,922
Prepaid expenses		228,661			77,295
Total assets	$	377,289		$	193,217
Liabilities and Shareholders’ Deficit
Current liabilities:
Accounts payable and accrued liabilities	$	1,342,872		$	1,130,546
Promissory notes payable to related parties		3,091,966			3,041,966
Promissory notes payable to unrelated parties		2,163,368			2,213,368
Interest payable		4,662,731			4,110,647
Lines of credit from related parties		15,828,155			14,008,833
Total current liabilities		27,089,092			24,505,360
Long-term liabilities:
Loan payable to related parties		1,842,982			—
Total liabilities		28,932,074			24,505,360
Shareholders’ Deficit
Preferred shares: Authorized: Unlimited preferred shares without par value (2021 – Unlimited) Shares issued and outstanding: Nil preferred shares (2021 – Nil) were issued and outstanding		—			—
Ordinary shares: Authorized: Unlimited ordinary shares without par value (2021 – Unlimited) Shares issued and outstanding: 551,966,844 ordinary shares (2021 – 542,716,344)		28,040,825			27,670,800
Additional paid-in capital		56,032,129			50,043,543
Accumulated other comprehensive income (loss) – cumulative translation differences		6,147			(11,409	)
Accumulated deficit		(112,633,886	)		(102,015,077	)
Total shareholders’ deficit		(28,554,785	)		(24,312,143	)
Total liabilities and shareholders’ deficit	$	377,289		$	193,217

Basisof presentation, nature of operations and going concern (note 1)

Subsequentevents (note 14)

See

accompanying notes to consolidated financial statements

| F-4 |

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ALR

TECHNOLOGIES SG LTD.

Consolidated Statements of Operations and Comprehensive Loss

($ United States)

Years Ended December 31, 2022, 2021 and 2020

	2022			2021			2020
Revenue	$	2,367		$	7,468		$	—
Cost of revenue		(1,176	)		(2,523	)		—
Gross Margin		1,191			4,945			—
Operating Expenses
Product development costs		482,141			498,996			1,433,027
Professional fees		920,208			881,016			953,350
Selling, general and administration		2,867,250			1,566,306			1,439,634
Operating Loss		4,269,599			2,946,318			3,826,011
Loss before other items		(4,268,408	)		(2,941,373	)		(3,826,011	)
Other Items
Interest expense		(6,350,401	)		(5,468,328	)		(2,116,466	)
Loss on settlement of debt		—			(33,614	)		—
Other income		—			—			26,460
Total Other Items		(6,350,401	)		(5,501,942	)		(2,090,006	)
Net Loss		(10,618,809	)		(8,443,315	)		(5,916,017	)
Other Comprehensive Income (Loss)
Exchange difference on translating foreign operations		17,556			(11,409	)		—
Comprehensive loss for the year	$	(10,601,253	)	$	(8,454,724	)	$	(5,916,017	)
Weighted average number of ordinary shares outstanding, basic and diluted		548,078,686			534,980,347			337,033,584
Loss per share, basic and diluted	$	(0.02	)	$	(0.02	)	$	(0.02	)

See

accompanying notes to consolidated financial statements

| F-5 |

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ALR

TECHNOLOGIES SG LTD.

Consolidated Statements of Changes in Shareholders’ Deficit

($ United States)

From December 31, 2019 to December 31, 2022

	Ordinary Shares
	Number of Shares			Amount		Obligation to Issue Shares			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Shareholders’ Deficit
Balance, December 31, 2019		268,777,909		$	13,949,757	$	—		$	42,617,722		$	—		$	(87,655,745	)	$	(31,088,266	)
Issuance of ordinary shares for settlement of debt		242,000,000			12,080,000		—			—			—			—			12,080,000
Issuance of ordinary shares for cash		242,800			12,140		—			—			—			—			12,140
Share subscriptions collected		—			—		200,000			—			—			—			200,000
Imputed interest		—			—		—			123,518			—			—			123,518
Stock options granted as compensation		—			—		—			2,828,017			—			—			2,828,017
Net loss for the year		—			—		—			—			—			(5,916,017	)		(5,916,017	)
Balance, December 31, 2020		511,020,709			26,041,897		200,000			45,569,257			—			(93,571,762	)		(21,760,608	)
Issuance of ordinary shares for settlement of debt		4,400,000			250,800		—			—			—			—			250,800
Issuance of ordinary shares for cash		26,496,635			1,324,832		(200,000	)		—			—			—			1,124,832
Cancelled shares		(1,000	)		—		—			—			—			—			—
Exercise of stock options		800,000			12,000		—			—			—			—			12,000
Reclassification of additional paid-in capital on exercise of stock options		—			41,271		—			(41,271	)		—			—			—
Imputed interest		—			—		—			112,339			—			—			112,339
Stock options granted as compensation		—			—		—			4,403,218			—			—			4,403,218
Exchange difference on translating foreign operations		—			—		—			—			(11,409	)		—			(11,409	)
Net loss for the year		—			—					—						(8,443,315	)		(8,443,315	)
Balance, December 31, 2021 carried forward		542,716,344		$	27,670,800	$	—		$	50,043,543		$	(11,409	)	$	(102,015,077	)	$	(24,312,143	)

See

accompanying notes to consolidated financial statements

| F-6 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Consolidated Statements of Changes in Shareholders’ Deficit

($ United States)

From December 31, 2019 to December 31, 2022

	Ordinary Shares
	Number of Shares		Amount		Obligation to Issue Shares		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Shareholders’ Deficit
Balance, December 31, 2021 brought forward		542,716,344	$	27,670,800	$	—	$	50,043,543	$	(11,409	)	$	(102,015,077	)	$	(24,312,143	)
Issuance of ordinary shares for settlement of debt and bonuses		9,250,000		370,000		—		—		—			—			370,000
Issuance of ordinary shares for cash		500		25		—		—		—			—			25
Imputed interest		—		—		—		104,494		—			—			104,494
Discount on loan payable		—		—		—		113,912		—			—			113,912
Stock options granted as compensation		—		—		—		5,770,180		—			—			5,770,180
Exchange difference on translating foreign operations		—		—		—		—		17,556			—			17,556
Net loss for the year		—		—		—		—		—			(10,618,809	)		(10,618,809	)
Balance, December 31, 2022		551,966,844	$	28,040,825	$	—	$	56,032,129	$	6,147		$	(112,633,886	)	$	(28,554,785	)

See

accompanying notes to consolidated financial statements

| F-7 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Consolidated Statements of Cash Flows

($ United States)

Years Ended December 31, 2022, 2021 and 2020

	2022			2021			2020
OPERATING ACTIVITIES
Net loss	$	(10,618,809	)	$	(8,443,315	)	$	(5,916,017	)
Share-based compensation-product development costs		227,338			222,178			1,156,195
Share-based compensation-selling, general and administration		1,499,322			586,538			930,258
Share-based compensation-professional fees		38,614			169,382			741,564
Share-based compensation-interest		4,004,906			3,425,120			—
Interest expense on lines of credit		1,596,667			1,402,187			1,464,077
Non-cash imputed interest expense		104,494			112,339			123,518
Share issued for services		—			—			20,000
Write-off of accounts payable		—			—			(26,460	)
Interest accretion on loan payable		23,315			—			—
Borrowing costs on non-current loan payable		72,834			—			—
Bonuses settled by issuance of shares		245,000			—			—
Loss on settlement of debt		—			33,614			—
Changes in operating assets and liabilities:
Increase in prepaid expenses		(151,366	)		(14,636	)		(62,659	)
Increase in accounts payable and accrued liabilities		337,326			211,012			72,099
Increase in interest payable		542,834			527,336			528,871
Net cash used in operating activities		(2,077,525	)		(1,768,245	)		(968,554	)
FINANCING ACTIVITIES
Proceeds from lines of credit		727,986			1,149,279			820,766
Proceeds from promissory notes		649,708			—			—
Proceeds from loan payable		1,779,250			—			—
Repayment of lines of credit interest		(496,081	)		(456,725	)		—
Repayment of promissory notes		(649,708	)		—			—
Proceeds from share subscriptions received		—			—			200,000
Proceeds from sales of ordinary shares		25			1,136,832			12,140
Net cash provided by financing activities		2,011,180			1,829,386			1,032,906
Effect of foreign exchange on cash		99,051			(11,409	)		—
Change in cash		32,706			49,732			64,352
Cash, beginning of year		115,922			66,190			1,838
Cash, end of year	$	148,628		$	115,922		$	66,190

See

accompanying notes to consolidated financial statements

| F-8 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

1.Basis of presentation, nature of operations and going concern

ALR Technologies SG Ltd. (the “Company” or “ALRT” or “ALR Singapore”) was originally incorporated under the Companies Act of Singapore on May 16, 2020, as a wholly owned subsidiary of ALR Technologies Inc. (“ALR Nevada”). Upon completion of the Redomicile Merger (as defined herein), the Company became the parent of ALR Nevada.

ALR Nevada was incorporated under the laws of the state of Nevada on March 24, 1987 as Mo Betta Corp. In December 1998, ALR Nevada’s common stock began trading on the Bulletin Board operated by the National Association of Securities Dealers Inc. under the symbol “MBET.” On December 28, 1998, it changed its name from Mo Betta Corp. to ALR Technologies Inc., and its trading symbol was changed to “ALRT.”

On June 9, 2021, the Company incorporated a wholly owned subsidiary, Canada Diabetes Solution Centre, Inc. (“ALR Canada”), under the Business CorporationsAct of Alberta.

Pursuant to an Agreement and Plan of Merger and Reorganization, dated May 17, 2022 (the “Redomicile Merger Agreement”), by and among ALR Singapore, ALR Nevada and ALRT Delaware, Inc., a Delaware corporation (“ALR Delaware”), ALR Delaware, a wholly owned subsidiary of ALR Singapore, merged with and into ALR Nevada, with ALR Nevada continuing as the surviving entity and a wholly owned subsidiary of ALR Singapore (the “Redomicile Merger”).

On November 7, 2022, the Company completed the Redomicile Merger resulting in ALR Nevada becoming the wholly owned subsidiary of ALR Singapore. On November 10, 2022, ALR Nevada filed a Form 15 resulting in it terminating its duty to file reports with the Securities and Exchange Commission as a result of the completion of the Redomicile Merger to which ALR Singapore acquired all of the issuance and outstanding shares of ALR Nevada.

The Company has developed its “Diabetes Solution”, which is a comprehensive approach to diabetes care for human health consisting of data collection, predictive A1C, insulin dosage adjustment suggestions, performance tracking, remote monitoring and diabetes test supplies. The Company has also developed an iteration of the Diabetes Solution for the animal health market, under the brand “GluCurvePet CGM”. The Company delivered the first order aggregating $160,000 for GluCurve Pet CGM units in December 2022 to its distributor and subsequently launched the GluCurve Pet CGM (note 14).

| F-9 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

1. Basis of presentation, nature of operations and going concern (continued)

These consolidated statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) in U.S. dollars and on a going concern basis, which presumes the realization of assets and the discharge of liabilities and commitments in the normal course of operations for the foreseeable future. Several adverse conditions cast substantial doubt on the validity of this assumption. The Company has incurred significant losses over the years ended December 31, 2022, 2021 and 2020 of $10,618,809, $8,443,315, $5,916,017 and respectively. As of December 31, 2022, the Company is unable to self-finance its operations, has a working capital deficit of $26,711,803 (2021 - $24,312,143), accumulated deficit of $112,633,886 (December 31, 2021 - $102,015,077) (December 31, 2020 - $93,571,762), limited resources, no source of operating cash flow and no assurance that sufficient funding will be available to conduct continued product development activities. If the Company is able to finance its required product development activities, there is no assurance the Company’s current projects will be commercially viable or profitable. The Company has debts comprised of accounts payable and accrued liabilities, interest payable, lines of credit and promissory notes payable totaling $27,089,092 currently due, due on demand or considered delinquent. There is no assurance that the Company will not face additional legal action from creditors regarding delinquent accounts payable, promissory notes payable and interest payable. Any one or a combination of these above conditions could result in the failure of the business and cause the Company to cease operations.

The Company’s ability to continue as a going concern is dependent upon the continued financial support of its creditors and its ability to obtain financing to fund working capital and overhead requirements, fund the development of the Company’s product line, and ultimately, the Company’s ability to achieve profitable operations and repay overdue obligations. Management has obtained short-term financing from related parties through line of credit facilities with available borrowing in principal up to $14,300,000. As of December 31, 2022, the total principal balance outstanding was $13,416,391. The resolution of whether the Company is able to continue as a going concern is dependent upon the realization of management’s plans. There can be no assurance that the Company will be able to raise any additional debt or equity capital from the sources described above or that the lenders in the line of credit arrangements will maintain the availability of borrowing from the line. If management is unsuccessful in obtaining short-term financing or achieving long-term profitable operations, the Company will be required to cease operations.

| F-10 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

1. Basis of presentation, nature of operations and going concern (continued)

A significant portion of the Company’s debt is either due on demand or is in default, while continuing to accrue interest at its stated rate. The Company will seek to obtain creditors’ consents to delay repayment of the outstanding promissory notes payable and related interest thereto, until it is able to replace this financing with funds generated by operations, recapitalization with replacement debt or from equity financings through private placements. While some of the Company’s creditors have agreed to extend repayment deadlines in the past, there is no assurance that they will continue to do so in the future. In the past, creditors have successfully commenced legal action against the Company to recover debts outstanding. In those instances, the Company was able to obtain financing from related parties to cover the verdict or settlement; however, there is no assurance that the Company would be able to obtain the same financing in the future. If the Company is unsuccessful in obtaining financing to cover any potential verdicts or settlements, the Company will be required to cease operations.

The Company’s activities will necessitate significant uses of working capital beyond 2023. Additionally, the Company’s capital requirements will depend on many factors, including the success of the Company’s continued product development and distribution efforts. The Company plans to continue financing its operations with the lines of credit it has available and other sources of financing.

These consolidated financial statements do not include any adjustments to the amounts and the classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

2.Significant accounting policies

a) Accounting treatment of the reincorporation

The Reincorporation Merger will be accounted for as a legal reorganization as there will be no change in control and there will be no change in the ultimate ownership interest, immediately before and after the transaction. Under U.S. GAAP, as issued by the Financial Accounting Standards Board, the Reincorporation Merger represents a non-substantive exchange and will be accounted for in a manner consistent with a transaction between entities of common control.

The assets and liabilities in the consolidated financial statements after the Reincorporation Merger will be reflected at their historical value in the consolidated financial statements at the time of the Reincorporation Merger. In addition, the Reincorporation Merger will not impact the Company’s capitalization. The historical comparative figures of ALR Singapore will be those of ALR Nevada.

Each share of common stock, par value of $0.001 per share, of ALR Nevada issued and outstanding immediately prior to the Effective Time converted into and became one newly issued, fully paid and non-assessable ordinary share, no par value, of ALR Singapore.

The class of issued ordinary shares, which have identical rights, rank equally with one another. There is no concept of par value or authorized share capital under Singapore law. Certain prior year amounts have been reclassified for consistency with the current year presentation. The reclassification had no effect on the reported results of operations. An adjustment has been made to the Consolidated Balance Sheets and Consolidated Statements of Changes in Shareholders’ Deficit for fiscal years ended December 31, 2020 and 2021, to reclassify amounts related to prior year share issuances from additional paid-in capital to share capital.

| F-11 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

2. Significant accounting policies (continued)

b) Basis of consolidation

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, ALR Nevada and ALR Canada. The Canadian subsidiary is currently inactive. All significant intercompany balances and transactions have been eliminated on consolidation.

c) Share-based compensation

The Company follows the fair value method of accounting for share-based compensation. The Company estimates the fair value of share-based payment awards on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company’s consolidated financial statements. The Company estimates the fair value of the stock options using the Black-Scholes Option Pricing Model. The Black-Scholes Option Pricing Model requires the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock.

d) Revenue recognition

The Company’s primary source of revenue is from subscription fees for its Diabetes Solution. Customers are billed in advance of the start of their subscription and revenue is recognized ratably over each monthly subscription period. The Company is the principal in all its relationships where partners provide monitoring services as well as testing supplies, as the Company retains control over service delivery to its customers. Payments made to the partners, such as for marketing, where the price that the customer pays is established by the partners and is part of the subscription, are recognized as cost of revenue.

The Company’s other source of revenue is from the sale of GluCurve Pet CGM units sold to its distributors. On November 23, 2022 the Company entered into a co-branded distribution agreement with Covetrus Inc. (the “Distributor”) whereby the Distributor was granted an exclusive right to sell the co-branded GluCurve Pet CGM in certain territories. The Distributor is billed and revenue is recognized when the products are delivered and ownership has transferred from the Company to the Distributor. Payments made to the partners, such as for supplies, shipping and brokerage fees, are recognized as reduction of revenue.

The Company’s products generally carry standard warranty terms provided by the manufacturer. However, in instances where the Company provide replacement units, the Company does not recognize revenue and the related cost of revenue until the replacement units are delivered.

| F-12 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

2. Significant accounting policies (continued)

e) Foreign currency translation

The presentation currency of the Company is the U.S. dollar.

The functional currency of each of the parent company and its subsidiaries is measured using the currency of the primary economic environment in which that entity operates. The functional currency of ALR Nevada is the U.S. dollar, for ALR Canada, it is the Canadian dollar, and for the Company, the functional currency is the Singapore dollar (“SGD”).

Transactionsand balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation are recognized in profit or loss in the Consolidated Statements of Operations and Comprehensive Loss in the year in which they arise.

Parentand subsidiary companies

The financial results and position of foreign operations whose functional currency is different from the presentation currency are translated as follows:

· Assets and liabilities are translated at year-end exchange rates prevailing at that reporting date; and

· Income and expenses are translated at monthly average exchange rates during the year.

Exchange differences arising on the translation of foreign operations are transferred directly to the Company’s exchange difference on translating foreign operations in the Consolidated Statements of Operations and Comprehensive Loss, and are reported as a separate component of shareholders’ deficit included in “Accumulated Other Comprehensive Income (Loss)”. These differences are recognized in profit or loss in the Consolidated Statement of Operations in the year in which they are disposed.

| F-13 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

2. Significant accounting policies (continued)

f) Income taxes

Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and operating loss carry-forwards that are available to be carried forward to future years for tax purposes.

Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities as a result of a change in tax rates is recognized in income in the period that includes the enactment date. When it is not considered to be more likely than not that a deferred income tax asset will be realized, a valuation allowance is provided for the excess.

The Company follows the accounting requirements associated with uncertainty in income taxes using the provisions of Financial Accounting Standards Board Accounting Standards Codification 740 Income Taxes. Using that guidance, tax positions initially need to be recognized in the consolidated financial statements when it is more likely than not the positions will be sustained upon examination by the tax authorities. It also provides guidance for derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of December 31, 2022, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the consolidated financial statements.

g) Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, the measurement of share-based compensation, the fair value of financial instruments, the fair value of loan payable, and the reported amounts of revenues and expenses during the reporting period. Management believes the estimates are reasonable; however, actual results could differ from those estimates.

h) Loss per share

Basic loss per common share is calculated by dividing net loss by the weighted average number of common shares outstanding during the year. Diluted loss per common share is calculated by dividing the net loss by the sum of the weighted average number of common shares outstanding and the dilutive common equivalent shares outstanding during the year. Common equivalent shares consist of the shares issuable upon exercise of stock options and warrants calculated using the treasury stock method. Common equivalent shares are not included in the calculation of the weighted average number of shares outstanding for diluted loss per common share when the effect would be anti-dilutive.

| F-14 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

2. Significant accounting policies (continued)

i) Comprehensive income (loss)

Comprehensive income (loss) is the overall change in the net assets of the Company for a period, other than changes attributable to transactions with stockholders. It is made up of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) consists of net income (loss) and other gains and losses affecting shareholders' equity that under U.S. GAAP are excluded from net income.

j) Fair value of financial instruments

The Company’s financial instruments include cash, accounts payable, promissory notes payable, interest payable, lines of credit and loan payable. The fair values of these financial instruments approximate their carrying values due to the relatively short periods to maturity, other than loans payable, which has been recognized using the effective interest rate method. For fair value measurement, U.S. GAAP establishes a three-tier hierarchy that prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1 — observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — includes other inputs that are directly or indirectly observable in the marketplace.

Level 3 — unobservable inputs that are supported by little or no market activity.

Cash is measured at Level 1 inputs.

k) Recently adopted and issued accounting pronouncements

Issued

The Company has implemented all new accounting pronouncements that are in effect and may impact its consolidated financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its Consolidated Balance Sheet or

Consolidated Statements of Operations and Comprehensive Loss.

| F-15 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

3.Accounts payable and accrued liabilities

A summary of the accounts payable and accrued liabilities is as follows:

Schedule of accounts payable and accrued liabilities

	2022		2021
Accounts payable	$	1,054,285	$	806,059
Accrued liabilities		288,587		322,087
Deferred revenue		—		2,400
	$	1,342,872	$	1,130,546

4.Interest, advances, promissory notes payable and loan payable

a)	Promissory<br> notes payable to related parties

A summary of activities of promissory notes payable to related parties is as follows:

Schedule of activity of promissory notes payable to related parties

Promissory Notes Payable to Related Parties	Carrying Value
Balance, December 31, 2020	$	3,031,966
Transferred from promissory notes payable pursuant to private transaction		10,000
Balance, December 31, 2021		3,041,966
Promissory notes received		405,350
Repayment of promissory notes		(405,350	)
Transferred from promissory notes payable pursuant to private transaction		50,000
Balance, December 31, 2022	$	3,091,966

A summary of the promissory notes payable to related parties is as follows:

Schedule of activity of promissory notes payable to related party

Promissory Notes Payable to Related Parties	2022		2021
Promissory notes payable to relatives of directors collateralized by a general security agreement over all the assets of the Company, past maturity:
i. Interest at 1% per month	$	720,619	$	720,619
ii. Interest at 1.25% per month		51,347		51,347
iii. Interest at the U.S. bank prime rate plus 1%		100,000		100,000
iv. Interest at 0.5% per month		695,000		695,000
Promissory notes payable, unsecured, to relatives of a director, bearing interest at 1% per month, past maturity		1,525,000		1,475,000
Total Promissory Notes Payable to Related Parties	$	3,091,966	$	3,041,966

The Company received advances from relatives of the Chairman and Chief Executive Officer (or “CEO”) aggregating $405,350, consisting of principal amounts of $50,000 and SGD$500,000 ($355,350). The principal amount of $50,000 was repaid in August 2022 and had a fixed interest amount of $4,000, which matured on August 31, 2022. The principal amount of SGD$500,000 was repaid in July 2022 and had an interest of $150 per day outstanding payable upon maturity or early payment, which matured and was repayable on August 31, 2022.

All amounts past maturity continue to accrue interest at their stated rates and are considered due on demand.

| F-16 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

4. Interest, advances, promissory notes payable and loan payable (continued)

b)	Promissory<br> notes payable to unrelated parties

A summary of activities of promissory notes payable to unrelated parties is as follows:

Schedule of activity of promissory notes payable to unrelated parties

Promissory Notes Payable to Unrelated Parties	Carrying Value
Balance, December 31, 2020	$	2,254,353
Reclassified to interest payable		(10,985	)
Extinguished through issuance of ordinary shares (note 6)		(20,000	)
Transferred to promissory notes payable pursuant to private transaction		(10,000	)
Balance, December 31, 2021		2,213,368
Promissory notes received		244,358
Repayment of promissory notes		(244,358	)
Transferred to promissory notes payable pursuant to private transaction		(50,000	)
Balance, December 31, 2022	$	2,163,368

A summary of the promissory notes payable to unrelated parties is as follows:

Schedule of activity of promissory notes payable to unrelated party

Promissory Notes Payable to Unrelated Parties	2022		2021
Unsecured promissory notes payable to unrelated lenders, past maturity:
i. Interest at 1% per month	$	1,317,456	$	1,317,456
ii. Interest at 0.667% per month		425,000		425,000
iii. Interest at 0.625% per month		150,000		150,000
iv. Non-interest-bearing		270,912		270,912
Promissory notes payable, secured by a guarantee from the CEO, bearing interest at 1% per month, past maturity		—		50,000
Total Promissory Notes Payable to Unrelated Parties	$	2,163,368	$	2,213,368

The Company received advances from two shareholders aggregating SGD$340,000 ($244,358), with a fixed interest amount of $10,000, maturing and repayable on August 31, 2022. The principal amount of SGD$150,000 was repaid to one lender in July 2022 and the remaining balance of SGD$190,000 was repaid in August 2022.

All amounts past maturity continue to accrue interest at their stated rates and are considered due on demand.

| F-17 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

4. Interest, advances, promissory notes payable and loan payable (continued)

c)	Interest<br> payable

A summary of interest payable activity is as follows:

Summary of interest payable activity

Interest Payable	Carrying Value
Balance, December 31, 2020	$	3,575,326
Reclassified from promissory notes payable		10,985
Interest incurred on promissory notes payable		527,336
Interest payable retired through issuance of shares		(3,000	)
Balance, December 31, 2021		4,110,647
Interest incurred on promissory notes payable		542,834
Transferred from lines of credit interest		9,250
Balance, December 31, 2022	$	4,662,731

Interest payable is due to related and unrelated parties as follows:

Schedule of Interest payable is due to related

Interest Payable	2022		2021
Related parties	$	1,534,006	$	1,200,170
Unrelated parties		3,128,725		2,910,477
	$	4,662,731	$	4,110,647

The payment terms, security and any interest payable are based on the underlying promissory notes payable that the Company has outstanding.

d)	Loan<br> payable

On September 6, 2022, ALR Singapore entered into a loan agreement with Kan Wan Chen Pte. Ltd. (“KWC”) whereby ALR Singapore received advances of SGD$2,500,000 from KWC. The loan will mature on March 31, 2024. The loan is secured by a general security interest in the assets of the Company. Any principal owing on maturity will be repaid concurrent with an additional twenty percent loan bonus, in lieu of any interest or other amounts. Prior to maturity, each unit of the GluCurve Pet CGM sold will result in payment, upon receipt of the proceeds of the sale, to KWC as follows (i) $5 payback of principal owing to KWC and (ii) $5 royalty payment representing consideration for borrowing the principal from KWC. ALR Singapore may redeem the principal at any time prior to the launch of the second generation GluCurve Pet CGM. Any principal repaid prior to this launch will not be subject to the royalty payments.

A director and Vice President (“VP”) of ALR Singapore is a director and significant shareholder of KWC, therefore KWC is a related party to the Company. The Company assumed the minimum amount payable at maturity will be SGD$3,000,000, which will equal to 120% of the principal amount outstanding of SGD$2,500,000 ($1,779,250).

| F-18 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

4. Interest, advances, promissory notes payable and loan payable (continued)

d) Loan payable (continued)

The fair value measured upon recognition of the loan was determined by using a discounted cash flow analysis. To determine the discounted cash flow, the Company had to determine the discount rate to apply to record the loan at fair value at initial recognition. The discount rate selected at initial recognition has a significant impact on the amount recorded for the initial fair value of the loan. Since KWC is a related party, the Company considered the interest rates of similar long-term debt arrangements with similar terms to determine if the effective interest rate under the loan agreement was comparable to market interest rates. At the time the loan agreement was executed, the Company was in advanced negotiations for the distribution of the GluCurve Pet CGM and the manufacturing of the CGM systems incorporated therein, but they had not entered into any definitive agreements until November 23, 2022.

The effective interest of the loan with the 20% loan bonus was calculated as 13%. Since the GluCurve had not launched upon recognition of the loan and no definitive agreements were in place, the Company excluded the sale of GluCurve Pet CGM units from the cost of borrowing. During the year ended December 31, 2022, the Company had not recognized revenue from the sale of GluCurve Pet CGM units and was unable to determine anticipated level of sales. As a result, the Company excluded the sale of GluCurve Pet CGM units from the cost of borrowing as at December 31, 2022.

The Company determined that the market interest rate on a similar loan would be 18% based on market yield curves. Since the effective interest rate of the loan is below market rates, the Company is deemed to have received a benefit under the loan agreement. Using the market rate, the Company estimated the fair value of the loan received to be SGD$2,339,944 ($1,665,338). The difference between the legal liability of SGD$2,500,000 and the carrying value of SGD$2,339,944, totaling SGD$160,056 ($113,912) has been recorded to additional paid-in capital as a shareholder contribution made by KWC.

During the year ended December 31, 2022, the Company recorded foreign exchange adjustment of $81,495 to loan payable. The Company recognized accreted interest expense of $23,315 (SGD$32,459). The Company also recognized borrowing costs (recorded in interest expense) of $72,834 (SGD$101,399) (note 8).

A summary of loan payable activity is as follows:

Summary of loan payable activity

Loan Payable
Balance, December 31, 2020 and 2021	—
Loan proceeds received (S2,500,000)	1,779,250
Proceeds allocated to additional paid-in capital as benefit	(113,912	)
Accreted interest on loan	23,315
Borrowing cost (recorded in interest expense)	72,834
Foreign exchange adjustment	81,495
Balance, December 31, 2022	1,842,982

All values are in US Dollars.

| F-19 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

4. Interest, advances, promissory notes payable and loan payable (continued)

e)	Interest<br> expense

During the year ended December 31, 2022, the Company incurred interest expense of $6,350,401 (2021 - $5,468,328) (2020 - $2,116,466) as follows:

·	$4,004,906<br> (2021 - $3,425,120) (2020 - $nil) incurred related to 1) the grant of options as<br> consideration for receiving an increase to the borrowing limit on the line of credit between<br> the Company and the VP of the Company (note 7), and 2) the modification of options held<br> by the CEO and the VP of the Company that were granted in connection with financing provided<br> to the Company (note 7);
·	$1,596,667<br> (2021 - $1,402,187) (2020 - $1,464,077) incurred on lines of credit payable, as<br> shown in note 5;
---	---
·	$542,834<br> (2021 - $527,336) (2020 - $528,871) incurred on promissory notes (notes 4(a),<br> 4(b) and 4(c));
---	---
·	$104,494<br> (2021 - $112,339) (2020 - $123,518) incurred from the calculation of imputed interest<br> on accounts payable outstanding for longer than one year, advances payable and promissory<br> notes payable, which had no stated interest rate;
---	---
·	$23,315<br> (2021 and 2020 - $nil) and $72,834 (2021 and 2020 - $Nil) for accreted interest and borrowing<br> costs on loan payable to related party (notes 4(d) and 8), respectively; and
---	---
·	$5,351<br> (2021 - $1,346) (2020 - $nil) incurred on other items.
---	---

5.Lines of credit

A summary of lines of credit activity is as follows:

Schedule of lines of credit activity

Lines of Credit	Total
Balance, December 31, 2020	$	11,914,092
Advances received on lines of credit		1,149,279
Interest incurred on lines of credit		1,402,187
Repayment of interest on lines of credit		(456,725	)
Balance, December 31, 2021		14,008,833
Advances received on lines of credit		727,986
Interest incurred on lines of credit		1,596,667
Interest transferred to promissory notes interest payable		(9,250	)
Repayment of interest on lines of credit		(496,081	)
Balance, December 31, 2022	$	15,828,155

On December 10, 2021, the Company and the VP of the Company entered into an amendment agreement to increase the borrowing limit on the line of credit provided by the VP to the Company from $2,000,000 to $4,000,000. The terms of amounts to be advanced under the amendment are consistent with the line of credit. In connection with the line of credit, the Company granted the VP the option to acquire 40,000,000 ordinary shares of the Company at a price of $0.05 per share until December 31, 2026 (note 7).

| F-20 |

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ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

5. Lines of credit (continued)

As of December 31, 2022, the Company has two lines of credit as follows:

Schedule of lines of credit

	Interest Rate	Borrowing Limit		Repayment Terms	Principal Borrowed		Accrued Interest		Total Outstanding		Security	Purpose
CEO	1% per Month	$	10,300,000	Due on Demand	$	10,300,000	$	2,136,330	$	12,436,330	General Security over Assets	General Corporate Requirements
VP	1% per Month		4,000,000	Due on Demand		3,116,391		275,434		3,391,825	General Security over Assets	General Corporate Requirements
Total		$	14,300,000		$	13,416,391	$	2,411,764	$	15,828,155

As of December 31, 2021, the Company has two lines of credit as follows:

	Interest Rate	Borrowing Limit		Repayment Terms	Principal Borrowed		Accrued Interest		Total Outstanding		Security	Purpose
CEO	1% per Month	$	10,300,000	Due on Demand	$	10,220,700	$	1,208,582	$	11,429,282	General Security over Assets	General Corporate Requirements
VP	1% per Month		4,000,000	Due on Demand		2,467,705		111,846		2,579,551	General Security over Assets	General Corporate Requirements
Total		$	14,300,000		$	12,688,405	$	1,320,428	$	14,008,833

6.Share capital

a)	Authorized<br> share capital
i.	Ordinary<br> Shares
---	---

Unlimited ordinary shares without par value.

ii.	Preferred<br> Shares

Unlimited preferred shares without par value.

| F-21 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

6. Share capital (continued)

b)	Issued<br> share capital

Duringthe year ended December 31, 2022:

On January 18, 2022, the Company issued a prospectus whereby it distributed 101,025,592 subscription rights to its shareholders to purchase ordinary shares of the Company at a price of $0.05 per share. The rights were set to expire on February 18, 2022, and subsequently extended to March 15, 2022. On such case-by-case basis, the Company allowed for the exercise of any such shares until April 1, 2022. On March 21, 2022, the Company recognized share subscriptions receivable of $25 pursuant to its registration statement and issued a total of 500 ordinary shares for gross proceeds of $25. Management had the right, at its discretion, to allocate unexercised subscription rights to non-shareholders within 150 days (August 12, 2022) following the expiration date of March 15, 2022. The subscription rights were cancelled on July 7, 2022.

ii.

The Company issued four parties an aggregate 9,250,000 ordinary shares at a fair value of $0.04 per share for a total of $370,000 in exchange for the retirement of $125,000 of accounts payable and $245,000 for bonuses issued. Included in the 9,250,000 ordinary shares were 1,000,000 ordinary shares for the settlement of $40,000 for a bonus issued to a related party (notes 8 and 13).

---

Duringthe year ended December 31, 2021:

iii.	On<br> January 4, 2021, 1,000 ordinary shares were cancelled by a shareholder; no consideration<br> was exchanged.
iv.	On<br> April 12, 2021, the Company elected to extend the initial 90-day period (April 22, 2021)<br> by an additional 100-day period related to the closing of the rights offering. The Company<br> had until July 31, 2021 to sell the remaining 113,025,592 ordinary shares. The Company<br> further extended the offering period to October 29, 2021. The Company filed a post-effective<br> amendment to further extend the rights offering from October 29, 2021 to March 15, 2022.<br> On such case-by-case basis, the Company allowed for the exercise of any such shares until<br> April 1, 2022. Management had the right, at its discretion, to allocate unexercised<br> subscription rights to non-shareholders within 150 days (August 12, 2022) following<br> the expiration date of March 15, 2022. The subscription rights were cancelled on July 7,<br> 2022.
---	---
v.	The<br> Company collected subscriptions of $1,124,832 pursuant to its registration statement and<br> issued a total of 26,496,635 ordinary shares for gross proceeds of $1,324,832; $200,000 of<br> the proceeds had been collected during the year ended December 31, 2020 and recognized<br> as obligation to issue shares.
---	---

| F-22 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

6. Share capital (continued)

b) Issued share capital (continued)

Duringthe year ended December 31, 2021: (continued)

vi.	The<br> Company received proceeds of $12,000 pursuant to the exercise of options to acquire 800,000<br> ordinary shares at a price of $0.015 per share. The Company reclassified $41,271 from additional<br> paid-in capital to share capital on exercise of stock options.
vii.	The<br> Company entered into two shares for debt agreements with two creditors to issue an aggregate<br> 4,400,000 ordinary shares at a fair value of $0.057 per share for a purchase price of $250,800<br> in exchange for the retirement of $217,186 of liabilities comprised of:
---	---
·	Accounts<br> payable - $ 194,186
---	---
·	Promissory<br> notes – Principal - $ 20,000
---	---
·	Line<br> of credit – Accrued interest - $ 3,000
---	---

The Company recognized loss on debt settlement of $33,614.

Duringthe year ended December 31, 2020:

viii.	On February 11, 2020, the<br> Company issued 2,000,000 restricted shares of common stock at a price of $0.04 per share with a value of $80,000 in exchange for<br> the retirement of $60,000 of accounts payable and $20,000 for the provision of services.
ix.	On August 24, 2020, the<br> Company issued 242,800 restricted shares of common stock at a price of $0.05 per share for proceeds of $12,140.
---	---
x.	On September 21, 2020,<br> the Company entered into two shares for debt agreements with the Chairman and his spouse to issue an aggregate 240,000,000 restricted<br> shares of common stock at a price of $0.05 per share for a purchase price of $12,000,000 in exchange for the retirement of $12,000,000<br> of liabilities comprised of:
---	---
·	Promissory notes - Accrued<br> interest - $ 2,318,542
---	---
·	Line of credit - Accrued<br> interest - $ 8,642,491
---	---
·	Line of credit - Principal<br> - $ 1,038,967
---	---
xi.	On December 4, 2020, the<br> Company filed a Form S-1 Registration Statement to distribute subscription rights to purchase up to an aggregate 127,522,227 shares<br> of common stock at a price of $0.05 per share for maximum aggregate offering proceeds of $6,376,111. The Company collected subscriptions<br> of $200,000 related to management’s right to allocate unsubscribed shares of common stock.
---	---

| F-23 |

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ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

7.Additional paid-in capital

Stock options

A summary of stock option activity is as follows:

Schedule of share-based compensation, stock options, activity

	Year Ended<br> <br>December 31, 2022						Year Ended<br> <br>December 31, 2021						Year Ended<br> <br>December 31, 2020
	Number of Options			Weighted Average Exercise Price			Number of Options			Weighted Average Exercise Price			Number of Options			Weighted<br><br> <br>Average Exercise Price
Outstanding, beginning of year		5,497,001,500			0.006			5,362,701,500			0.004			5,236,401,500		$	0.003
Granted		115,500,000			0.050			165,000,000			0.050			139,800,000		$	0.047
Options exchanged for warrants upon Redomicile Merger (note 1)		(5,200,501,500	)		(0.004	)		—			—			—		$	—
Exercised		—			—			(800,000	)		(0.015	)		—		$	—
Cancelled		(90,300,000	)		(0.040	)		(29,900,000	)		(0.034	)		(13,500,000	)	$	(0.034	)
Outstanding, end of year		321,700,000			0.043			5,497,001,500			0.006			5,362,701,500		$	0.004
Exercisable, end of year		160,800,000			0.037			5,221,701,500			0.004			5,202,701,500		$	0.003

On November 7, 2022, 5,200,501,500 stock options were exchanged for warrants of the Company upon close of the Redomicile Merger (note 1).

Duringthe year ended December 31, 2022:

On March 18, 2022, the Company modified 70,000,000 options previously granted to a number of advisors and independent contractors by extending the vesting period under vesting terms, which have not been met, from September 30, 2021 and December 31, 2021 to December 31, 2022, and from June 30, 2022 to June 30, 2023.

On March 18, 2022, the Company amended 2,500,000 options previously granted to an individual on October 4, 2021 by vesting 1,000,000 options with performance conditions and cancelling the remaining 1,500,000 options. During the year ended December 31, 2022, $59,639 related to the 1,000,000 options that vested immediately was recorded.

Effective March 18, 2022, the Company cancelled 20,000,000 stock options exercisable at $0.015, 10,000,000 stock options exercisable at $0.035 and 28,500,000 exercisable at $0.05 related to the termination of certain contractors.

On April 27, 2022, the Company provided termination notice to a contractor. As a result, the contractor’s 30,000,000 stock options exercisable at $0.05 were cancelled, unvested, effective June 30, 2022.

On July 7, 2022, the Company granted the CEO the option to acquire 115,500,000 ordinary shares of the Company at a price of $0.05 per share until December 31, 2026. The Company cancelled the subscription rights to distribute 101,025,092 ordinary shares at a price of $0.05 pursuant to the prospectus (note 6(b)(i)). The fair value of the options granted totaling $4,004,906 was fully recorded at grant.

| F-24 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

7. Additional paid-in capital (continued)

Stock options (continued)

Duringthe year ended December 31, 2022: (continued)

On November 25, 2022, the Company modified 5,300,000 options previously granted to a number of advisors and independent contractors by extending the expiry date from November 25, 2022 to December 31, 2025 resulting in the Company recognizing an additional $58,967.

During the year ended December 31, 2022, the Company recorded a total of $5,770,180 in compensation expense, $4,004,906 related to the vesting of stock options granted in 2022 and $1,765,274 related to the vesting of stock options granted in 2021, including the $58,967 from the modification of vesting terms of 5,300,000 options.

Duringthe year ended December 31, 2021:

On January 28, 2021, the Company granted the option to acquire an aggregate 32,000,000 ordinary shares at a price of $0.05 per share to six individuals. All of the options will vest according to performance or time-based conditions. Options to acquire 22,000,000 ordinary shares will expire December 31, 2025, and options to acquire 10,000,000 ordinary shares will expire May 17, 2024. As at December 31, 2022, 6,000,000 (2021 - 1,000,000) options have vested to date. The fair value of the options granted totals $1,706,244, of which $573,292 relates to stock options that have time-based vesting conditions and $1,132,952 relates to stock options that have performance vesting conditions. During the year ended December 31, 2022, $168,701 (2021 - $248,189) related to stock options with time-based vesting conditions and $113,295 (2021 - $Nil) related to stock options with performance-based vesting conditions was recognized. The remaining fair value of $1,176,060 has not been recorded.

On February 22, 2021, the Company granted the option to acquire an aggregate 5,000,000 ordinary shares at a price of $0.05 per share. These options were granted to three individuals and have an expiry date of May 17, 2024. None of these options have vested to date. The fair value of the options granted totaled $225,141. During the year ended December 31, 2022, $69,276 (2021 - $57,730) related to stock options with time-based vesting conditions was recognized. The remaining fair value of $98,135 has not been recorded.

On April 14, 2021, the Company’s Board of Directors approved the grant of the option to acquire an aggregate 28,500,000 ordinary shares at a price of $0.05 per share until December 31, 2025 to five individuals. All of the options will vest according to performance or time-based conditions; 4,400,000 options have vested to date. The fair value of the options granted totaled $1,565,812, of which $351,621 related to stock options that have time-based vesting conditions and $1,214,191 related to stock options that have performance vesting conditions. During the year ended December 31, 2022, $328,885 (2021 - $88,540) related to the stock options with time-based vesting conditions was recognized. The remaining fair value of $1,148,387 has not been recorded.

| F-25 |

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ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

7. Additional paid-in capital (continued)

Stock options (continued)

Duringthe year ended December 31, 2021: (continued)

On May 12, 2021, the Company’s Board of Directors amended the option to acquire 2,000,000 shares, previously granted on January 28, 2021 to a consultant, to increase the option by 1,000,000 to provide the optionee the option to acquire an aggregate 3,000,000 ordinary shares at a price of $0.05 per share until December 31, 2025. All other terms of the January 28, 2021 grant remain the same and the options are subject to performance vesting conditions. The fair value of the additional 1,000,000 amended options granted totaled $54,940. During the year ended December 31, 2022, $54,940 (2021 - $Nil) related to stock options with performance-based vesting conditions was recognized.

On May 31, 2021, the Company granted one consultant the option to acquire 5,000,000 ordinary shares of the Company at a price of $0.05 per share until December 31, 2025 subject to performance vesting conditions. The fair value of the options granted totaling $254,708 was not recorded, as it cannot be determined that it is more likely than not that the performance conditions will be met.

On June 27, 2021, the Company cancelled 7,400,000 stock options with an average exercise price of $0.033.

On June 27, 2021, the Company’s Board of Directors approved the grant of the option to acquire an aggregate 21,000,000 ordinary shares at a price of $0.05 per share until June 30, 2026 to four individuals. All of the options will vest according to performance or time-based conditions; 200,000 options have vested to date. The fair value of the options granted totaled $1,374,208, of which $26,175 related to stock options with time-based vesting conditions and $1,348,033 related to stock options with performance vesting conditions. During the year ended December 31, 2022, $13,082 (2021 - $9,816) relating to the stock options with time-based vesting conditions was recognized. The remaining fair value of $1,351,310 has not been recorded.

On June 30, 2021, the Company amended the option to acquire 4,365,001,300 ordinary shares granted on July 1, 2016 by extending the expiry date from July 1, 2021 to April 12, 2024. The options were granted in connection with lines of credit provided by the CEO and the VP, which are currently outstanding (note 5). All of the options had vested in previous years. The fair value of the amendments totaled $1,287,834 and was recorded during the year ended December 31, 2021 in interest expense.

Effective July 22, 2021, the Company cancelled 22,500,000 stock options exercisable at $0.035 related to the termination of certain contractors and advisors.

On August 27, 2021, the Company granted a member of the Board of Directors the option to acquire 5,000,000 ordinary shares at a price of $0.05 per share until June 30, 2026. The fair value of the options granted totaling $304,692 was fully recorded at grant.

| F-26 |

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ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

7. Additional paid-in capital (continued)

Stock options (continued)

Duringthe year ended December 31, 2021: (continued)

On October 4, 2021, the Company granted two individuals the option to acquire an aggregate 17,500,000 ordinary shares at an exercise price of $0.05 per share until September 30, 2026; 15,000,000 of the options will vest according to time-based conditions and 2,500,000 will vest according to performance conditions. On March 18, 2022, the Company cancelled 1,500,000 options and vested 1,000,000 options with performance vesting conditions. As at December 31, 2022, 4,000,000 (2021 - Nil) options have vested to date. The fair value of the options granted totaled $1,043,690, of which $894,592 related to stock options with time-based vesting conditions and $149,098 related to stock options with performance vesting conditions. During the year ended December 31, 2022, $364,169 (2021 - $101,758) related to stock options with time-based vesting conditions was recognized. The remaining fair value of $518,124 has not been recorded.

On December 10, 2021, the Company granted one creditor the option to acquire 40,000,000 ordinary shares of the Company at a price of $0.05 per share until December 31, 2026 in connection with receiving line of credit financing (note 5). The fair value of the options granted totaled $2,137,286 and was fully recorded upon the Company entering into the financing agreement with the creditor.

On December 10, 2021, the Company granted one consultant the option to acquire 10,000,000 ordinary shares of the Company at a price of $0.05 per share until December 31, 2026 subject to performance vesting conditions. The fair value of the options granted totaled $534,321, all of which related to stock options with performance vesting conditions. During the year ended December 31, 2022, $534,321 (2021 - $Nil) related to stock options with performance-based vesting conditions was recognized.

During the year ended December 31, 2021, the Company recorded a further $167,373 in compensation expense related to the vesting of stock options granted in previous years.

Duringthe year ended December 31, 2020:

On April 1, 2020, the Company granted one consultant the option to acquire 10,000,000 shares of common stock at a price of $0.035 per share for a term of five years. The fair value of the options granted totaling $391,843 was fully recorded at grant.

On May 12, 2020, the Company amended the option to acquire 40,000,000 shares of common stock granted on June 12, 2019 to extend the period of vesting from May 31, 2020 to December 31, 2020. None of these options have vested to date.

On May 18, 2020, the Company granted one consultant the option to acquire 500,000 shares of common stock of the Company at a price of $0.035 per share until May 17, 2024. The fair value of the options granted totaling $18,725 was fully recorded at grant.

On June 1, 2020, the Company granted one consultant the option to acquire 10,000,000 shares of common stock of the Company at a price of $0.035 per share until May 31, 2025 subject to performance vesting conditions. The fair value of the options granted totaling $621,853 was not recorded, as it cannot be determined that it is more likely than not that the performance condition will be met.

| F-27 |

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ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

7. Additional paid-in capital (continued)

Stock options (continued)

Duringthe year ended December 31, 2020: (continued)

On June 5, 2020, the Company granted one sales agent the option to acquire 10,000,000 shares of common stock of the Company at a price of $0.035 per share until May 31, 2025 subject to the agent enrolling 20,000 patients into the ALRT Diabetes Solution by May 31, 2021. The fair value of the options granted totaling $494,868 was not recorded, as it cannot be determined that it is more likely than not that the performance condition will be met.

On September 1, 2020, the Company granted 13 individuals the option to acquire an aggregate 74,500,000 options at an exercise price of $0.05 per share; 22,000,000 stock options, which vested at the time of grant, will expire on May 17, 2024 and 52,500,000 stock options, which vest upon achievement of performance conditions, will expire on May 31, 2025. None of the stock options with performance vesting conditions have vested. The fair value of the options granted totals $3,854,619, of which $1,137,397 related to the stock options that have vested was recorded and $2,717,222 related to the options that have not vested was not recorded.

On October 12, 2020, the Company granted eight individuals the option to acquire an aggregate 34,800,000 options at an exercise price of $0.05 per share until May 31, 2025; 18,300,000 vested at the time of grant and 16,500,000 of the stock options granted will vest upon achievement of performance conditions. None of the stock options with performance vesting conditions had vested as at December 31, 2020 and 1,000,000 vested during the year ended December 31, 2021. The fair value of the options granted totaled $2,434,053, of which $1,279,973 related to the stock options that have vested was recorded and $1,154,080 related to the options that have not vested was not recorded.

During the year ended December 31, 2020, the Company recorded a further $79 in compensation expense relating to the vesting of stock options granted in previous years.

| F-28 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

7. Additional paid-in capital (continued)

Stock options (continued)

Outstanding

The options outstanding at December 31, 2022, 2021 and 2020 were as follows:

Schedule of Options Outstanding

	December 31, 2022						December 31, 2021						December 31, 2020
Expiry Date	Options		Exercise Price		Intrinsic Value		Options		Exercise Price		Intrinsic Value		Options		Exercise Price		Intrinsic Value
July 1, 2021		—	$	—		—		—	$	—		—		4,365,001,300	$	0.002	$	0.069
November 27, 2022		—	$	—		—		5,600,000	$	0.015		0.045		6,950,000	$	0.015	$	0.056
January 31, 2023 (note 14)		20,500,000	$	0.015		0.050		40,500,000	$	0.015		0.045		40,500,000	$	0.015	$	0.056
June 13, 2023		5,000,000	$	0.015		0.050		5,000,000	$	0.015		0.045		5,000,000	$	0.015	$	0.056
October 1, 2023		—	$	—		—		—	$	—		—		300,000	$	0.050	$	0.021
February 3, 2024		—	$	—		—		—	$	—		—		10,000,000	$	0.035	$	0.036
March 14, 2024		6,650,000	$	0.035		0.030		6,650,000	$	0.035		0.025		9,150,000	$	0.035	$	0.036
April 12, 2024		—	$	—		—		4,925,001,500	$	0.002		0.058		560,000,200	$	0.002	$	0.069
April 12, 2024		3,350,000	$	0.015		0.050		3,350,000	$	0.015		0.045		3,900,000	$	0.015	$	0.056
April 12, 2024		200,000	$	0.030		0.035		200,000	$	0.030		0.030		200,000	$	0.030	$	0.041
May 6, 2024		13,000,000	$	0.035		0.030		13,000,000	$	0.035		0.025		13,000,000	$	0.035	$	0.036
May 17, 2024		57,000,000	$	0.050		0.015		77,000,000	$	0.050		0.010		62,000,000	$	0.050	$	0.021
May 17, 2024		19,400,000	$	0.035		0.030		19,400,000	$	0.035		0.025		25,400,000	$	0.035	$	0.036
June 17, 2024		—	$	—		—		5,000,000	$	0.050		0.010		5,000,000	$	0.050	$	0.021
June 17, 2024		—	$	—		—		—	$	—		—		5,000,000	$	0.035	$	0.036
August 16, 2024		—	$	—		—		2,500,000	$	0.050		0.010		2,500,000	$	0.050	$	0.021
September 6, 2024		—	$	—		—		1,000,000	$	0.050		0.010		1,000,000	$	0.050	$	0.021
September 17, 2024		—	$	—		—		—	$	—		—		5,000,000	$	0.035	$	0.036
October 3, 2024		3,500,000	$	0.035		0.030		3,500,000	$	0.035		0.025		3,500,000	$	0.035	$	0.036
October 24, 2024		2,000,000	$	0.035		0.030		2,000,000	$	0.035		0.025		2,000,000	$	0.035	$	0.036
December 11, 2024		—	$	—		—		120,000,000	$	0.015		0.045		120,000,000	$	0.015	$	0.056
April 1, 2025		10,000,000	$	0.035		0.030		10,000,000	$	0.035		0.025		10,000,000	$	0.035	$	0.036
May 31, 2025		10,000,000	$	0.035		0.030		20,000,000	$	0.035		0.025		20,000,000	$	0.035	$	0.036
May 31, 2025		57,300,000	$	0.050		0.015		87,300,000	$	0.050		0.010		87,300,000	$	0.050	$	0.021
December 31, 2025		5,300,000	$	0.015		0.050		—	$	—		—		—	$	—	$	—
December 31, 2025		56,500,000	$	0.050		0.015		56,500,000	$	0.050		0.010		—	$	—	$	—
June 30, 2026		26,000,000	$	0.050		0.015		26,000,000	$	0.050		0.010		—	$	—	$	—
September 30, 2026		16,000,000	$	0.050		0.015		17,500,000	$	0.050		0.010		—	$	—	$	—
December 31, 2026		10,000,000	$	0.050		0.015		50,000,000	$	0.050		0.010		—	$	—	$	—
Total		321,700,000	$	0.043		0.022		5,497,001,500	$	0.006		0.054		5,362,701,500	$	0.004	$	0.066
Weighted Average Remaining Contractual Life				2.21						2.37						1.05

| F-29 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

7. Additional paid-in capital (continued)

Stock options (continued)

The fair value of the stock options granted and vested was allocated as follows:

Schedule of Fair Value of Stock Options Granted-Allocation

	December 31,<br> <br>2022		December 31, 2021		December 31, 2020
Interest expense	$	4,004,906	$	3,425,120	$	—
Product development expense		227,338		222,178		1,156,195
Professional expense		38,614		169,382		741,564
Selling, general and administration expenses		1,499,322		586,538		930,258
	$	5,770,180	$	4,403,218	$	2,828,017

The Company uses the fair value method for determining share-based compensation for all options granted during the fiscal periods. The fair value was determined using the Black-Scholes Option Pricing Model based on the following weighted average assumptions:

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions


Risk-free interest rate	3.05	%	0.87	%	0.20	%
Expected life (years)	4.5		4.8		4.6
Expected dividends	0	%	0	%	0	%
Expected volatility	123	%	278	%	312	%
Forfeiture rate	0	%	0	%	0	%

The weighted average fair value for the options granted during the year ended December 31, 2022 was $0.03 (2021 -

$0.06;

2020 - $0.06).

Warrants

A summary of warrant activity is as follows:

Summary of warrant activity

	Year Ended<br> <br>December 31, 2022				Years Ended<br> <br>December 31, 2021 and 2020
	Number of Options		Weighted Average Exercise Price		Number of Options		Weighted Average Exercise Price
Outstanding, beginning of year	-		-		-		-
Options exchanged for warrants (note 1)		5,200,501,500		0.004		—
Outstanding, end of year		5,200,501,500		0.004		—
Exercisable, end of year		5,200,501,500		0.004		—

All values are in US Dollars.

| F-30 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

7. Additional paid-in capital (continued)

Warrants (continued)

Duringthe year ended December 31, 2022:

On November 7, 2022, 5,200,501,500 stock options were exchanged for warrants of the Company upon close of the Redomicile Merger (note 1). There was no impact on the carrying value of the instruments as a result of the Redomicile Merger.

Duringthe year ended December 31, 2021:

There were no warrant activities during the years ended December 31, 2021 and 2020.

Outstanding

The warrants outstanding at December 31, 2022, 2021 and 2020 were as follows:

Schedule Warrants Outstanding

	December 31, 2022						December 31, 2021 and 2020
Expiry Date	Warrants		Exercise Price		Intrinsic Value		Warrants		Exercise Price		Intrinsic Value
April 12, 2024		4,925,001,500	$	0.002		0.063		—	$	—	$	—
December 11, 2024		120,000,000	$	0.015		0.050		—	$	—	$	—
December 31, 2026		155,500,000	$	0.050		0.015		—	$	—	$	—
Total		5,200,501,500	$	0.004		0.061		—	$	—	$	—
Weighted Average Remaining Contractual Life				1.38						—

| F-31 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

8.Related party transactions and balances

Schedule of related party transactions

	Year Ended December 31,<br> <br>2022		Year Ended December 31,<br> <br>2021		Year Ended December 31,<br> <br>2020
Related party transactions included within interest expense:
Interest expense on promissory notes issued to relatives of the CEO of the Company	$	324,586	$	316,504	$	315,926
Interest expenses on loan payable to a company controlled by the VP and immediate family members	$	23,315	$	—	$	—
Borrowing costs (recorded in interest expense) on loan payable to a company controlled by the VP and immediate family members	$	72,834	$	—	$	—
Interest expense on lines of credit payable to the CEO and the VP of the Company	$	1,596,667	$	1,402,187	$	1,464,077
Interest expense related to the grant and/or the modification of stock options held by the CEO and the VP of the Company related to financing provided	$	4,004,906	$	1,287,834	$	—
Interest expense related to stock options granted to the VP of the Company related to the increase of the borrowing limit of a line of credit	$	—	$	2,137,286	$	—
Related party transactions included within selling, general and administration expenses:
Consulting fees to the CEO of the Company accrued on the line of credit available to the Company	$	124,800	$	249,600	$	249,600
Salary and bonus paid to the CEO of the Company	$	274,800	$	—	$	—
Bonus to a director of the Company settled with issuance of ordinary shares	$	40,000	$	—	$	—
Salary for services to the VP of the Company	$	43,532	$	33,427	$	—
Salary for services as Secretary and Chief Legal Counsel of the Company	$	8,706	$	—	$	—
Selling, general and administration expense related to stock options granted to the Chief Legal Counsel of the Company	$	304,291	$	—	$	—
Loss on settlement of debt to a relative of the CEO of the Company	$	—	$	16,800	$	—
Rent paid to a company controlled by the VP and immediate family members	$	20,206	$	24,390	$	—
Stock options granted to a member of the Board of Directors of the Company	$	—	$	304,692	$	—

Interest on promissory notes payable to related parties, management compensation and compensation paid to a relative of a director have been recorded at the exchange amount, which is the amount agreed to by the parties.

| F-32 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

8. Related party transactions and balances (continued)

The two creditors issued commitment letters aggregating $1,584,000 (2021 - $1,540,000) are relatives of the CEO of the Company (note 14(b)).

On June 3, 2022, the Company issued an aggregate 1,000,000 ordinary shares at a fair value of $0.04 per share for the settlement of $40,000 for a bonus issued and recognized in consulting fees (note 6(b)(ii)) to a director of the Company.

On July 7, 2022, the Company granted the CEO the option to acquire 115,500,000 ordinary shares of the Company at a price of $0.05 per share until December 31, 2026. The fair value of the options granted totaling $4,004,906 was recorded to interest expense.

On September 6, 2022, ALR Singapore entered into a loan agreement with KWC, a related party to the Company (note 4(d)). The interest expense and borrowing costs related to the loan payable have been recorded at the exchange amount.

9.Commitments and contingencies

a)	Contingencies

The Company has had three judgments against it relating to overdue promissory notes and accrued interest, and a fourth creditor has demanded repayment of an overdue promissory note and accrued interest. To date, the Company has not repaid any of these promissory notes and related accrued interest and could be subject to further action. The legal liability, totaling $1,291,000, of these promissory notes and related accrued interest have been fully recognized and recorded by the Company. The Company has accrued interest of $303,000 related to one of these promissory notes.

On December 22, 2020, a default judgment was entered against the Company in regard to one of the above noted judgments totaling $552,000, consisting of the principal amount of $300,000 and accrued interest of $252,000, as of the date of the Civil Summons.

| F-33 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

9. Commitments and contingencies (continued)

b)	Commitments
i.	Management<br> contract
---	---

Until August 4, 2022, the Company had a consulting arrangement with Mr. Sidney Chan, Chief Executive Officer and Chairman of the Board of Directors of the Company. Under the terms of the contract, Mr. Chan will be paid $240,000 per annum for services as CEO. The contract can be terminated at any time with thirty days’ notice and the payment of two years’ annual salary. Should the contract be terminated, all debts owed to Mr. Chan and his spouse must be immediately repaid. The initial term of the contract is for one year and automatically renews for continuous one-year terms. Also, under the terms of the contract are the following:

1)	Incentive<br> revenue bonus

Mr. Chan will be entitled to a 1% net sales commission from the sales of any of the Company’s products at any time during his life, regardless if Mr. Chan is still under contract with the Company.

2)	Sale<br> of business

If more than 50% of the Company’s stock or assets are sold, Mr. Chan will be compensated for entering into non-compete agreements based on the selling price of the Company or its assets as follows:

i.	2%<br> of sales price up to $24,999,999 plus
ii.	3%<br> of sales price between $25,000,000 and $49,999,999 plus
---	---
iii.	4%<br> of sales price between $50,000,000 and $199,999,999 plus
---	---
iv.	5%<br> of sales price in excess of $200,000,000.
---	---

On August 4, 2022, ALR Singapore entered into an Employment Agreement with the Chairman and Chief Executive Officer with an effective date of July 1, 2022. The terms of the Employment Agreement were materially the same as the Services Agreement between the Company and the Chief Executive Officer, except as follows:

·	The<br> incentive compensation, whereby Mr. Chan will earn a 1% commission from the sale of Company<br> products has been amended to be in perpetuity and assignable. Previously, the commission<br> was based on the lifetime of Mr. Chan; and
·	Mr.<br> Chan has relinquished his right to the compensation on the sale of the business or assets<br> of the Company or its affiliates.
---	---

| F-34 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

9. Commitments and contingencies (continued)

b) Commitments (continued)

i. Management contract (continued)

2) Sale of business (continued)

In connection with entering into the Employment Agreement with ALR Singapore:

i.	Mr.<br> Chan has been issued a bonus of $150,000 as consideration for the advancements to the GluCurve<br> business unit;
ii.	The<br> Services Agreement between the Company and Mr. Chan has terminated; and
---	---
iii.	Mr.<br> Chan will continue to act as Chief Executive Officer, Chief Financial Officer, Chief Accounting<br> Officer and Treasurer of the Company.
---	---

This Employment Agreement is executed and the Services Agreement is being terminated in connection with the Redomicile Agreement.

ii.	Manufacturing<br> and Supply Agreement

On December 16, 2022, ALR Singapore 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 years from December 16, 2022, unless earlier terminated in accordance with the terms of the Supply Agreement. The Supply Agreement will automatically renew for additional one-year terms unless ALR Singapore 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.

| F-35 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

10.Financial instruments

The Company’s financial instruments consist of cash, accounts payable, interest payable, promissory notes payable to unrelated parties, promissory notes payable to related parties, lines of credit from related parties and loan payable to related parties.

a)	Fair<br> value

The fair values of cash and certain accounts payable approximate their carrying values due to the relatively short periods to maturity of these instruments.

Certain accounts payable have been outstanding longer than one year. The Company has recorded imputed interest at a rate of 1% per month over the period the payables have been outstanding for longer than one year, with a corresponding amount recognized in additional paid-in capital. The calculated amount represents the implicit compensation for the use of funds beyond a reasonable term for regular trade payables.

For the purposes of fair value analysis, promissory notes payable to related parties, promissory notes payable to unrelated parties, lines of credit and loans payable to related parties can be separated into two classes of financial liabilities:

i.	Interest-bearing<br> promissory notes, lines of credit and related interest payable, loans payable; and
ii.	Non-interest-bearing<br> promissory notes past due.
---	---

The interest-bearing promissory notes payable are all delinquent and have continued to accrue interest at their stated rates. The Company currently does not have the funds to extinguish these debts and will continue to incur interest until such time as the liabilities are extinguished. There is not an active market for delinquent loans for a Company with a similar financial position. Management asserts the carrying values of the promissory notes and related interest payable are a reasonable estimate of fair value, as they represent the Company’s best estimate of their legal obligation for these debts. As there is no observable market for interest rates on similar promissory notes, the fair value was estimated using Level 2 inputs in the fair value hierarchy.

The Company has one non-interest-bearing promissory note payable past due. There is not an active market for default loans not bearing interest nor is there an observable market for lending to companies with a financial position similar to the Company. The Company has recorded imputed interest at a rate of 1% per month over the life of the promissory notes, with a corresponding amount recognized in additional paid-in capital representing the implicit compensation for the use of funds. Management asserts the payment date for these amounts cannot be reasonably determined. Management further asserts there is not a determinable interest rate for arm’s length borrowings based on the current financial position of the Company and asserts the carrying value is the best estimate of the Company’s legal liability and represents the fair value for the promissory note. This would be considered a Level 2 input in the fair value hierarchy.

b)	Credit<br> risk

The financial instrument that potentially subjects the Company to credit risk consists of cash. The Company only has an immaterial cash balance and is not exposed to significant credit risk.

| F-36 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

10. Financial instruments (continued)

c)	Market<br> risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk comprises two types of risk: interest rate risk and foreign currency risk.

i.	Interest<br> rate risk

Interest rate risk consists of two components:

1)	Cash<br> flow risk

To the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.

The Company is exposed to interest rate cash flow risk on promissory notes payable of $100,000, which incur a variable interest rate of prime plus 1%. A hypothetical change of 1% on interest rates would increase or decrease net loss and comprehensive loss by $1,000.

2)	Price<br> risk

To the extent that changes in prevailing market interest rates differ from the interest rate on the Company’s monetary assets and liabilities, the Company is exposed to price risk.

The Company’s promissory notes payable consist of $100,000 of variable interest rate notes and $5,155,334 of fixed interest rate notes. All of these notes are past due and are currently due on demand while interest continues to accrue. Due to the delinquency of the fixed interest rate promissory notes payable, there is no active market for these instruments and fluctuations in market interest rates do not have a significant impact on their estimated fair values as of December 31, 2022.

At December 31, 2022, the effect on net loss and comprehensive loss of a hypothetical change of 1% in market interest rate cannot be reasonably determined.

ii.	Foreign<br> currency risk

The Company incurs certain accounts payable and expenses in Canadian and Singapore dollars and is exposed to fluctuations in changes in exchange rates between the U.S. and Canadian dollars, as well as U.S. and Singapore dollars. As at December 31, 2022, the effect on net loss and comprehensive loss of a hypothetical change of 10% between the U.S. and Canadian dollars and between the U.S. and Singapore dollars would not be material. The Company has not entered into any foreign currency contracts to mitigate risk.

| F-37 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

11.Income taxes

The provision for income taxes differs from the result that would be obtained by applying the statutory tax rate of 21% (2021 and 2020 – 21%) to income (loss) before income taxes. The difference results from the following items:

Scheduled of income tax benefit

	Year Ended December 31,<br> <br>2022			Year Ended December 31,<br> <br>2021			Year Ended December 31,<br> <br>2020
Computed expected benefit of income taxes	$	(2,229,950	)	$	(1,773,096	)	$	(1,242,363	)
Share-based compensation and permanent differences		1,220,577			925,449			593,885
Non-deductible interest expense		364,680			334,556			79,418
Expiry of tax credits		525,830			773,050			929,432
True up of prior year balances		(30,092	)		99,348			1,214,608
Increase (decrease) in valuation allowance		148,955			(359,307	)		(1,574,980	)
Income tax provision	$	—		$	—		$	—

The components of the net deferred income tax asset, the statutory tax rate and the amount of the valuation allowance are as follows:

Scheduled of net deferred income tax asset

	Year Ended December 31,<br> <br>2022			Year Ended December 31,<br> <br>2021			Year Ended December 31,<br> <br>2020
Net operating loss carried forward	$	36,124,160		$	35,414,853		$	37,125,837
Tax rate		21	%		21	%		21	%
Deferred income tax assets		7,586,074			7,437,119			7,796,426
Valuation allowance		(7,586,074	)		(7,437,119	)		(7,796,426	)
Net deferred income tax asset	$	—		$	—		$	—

The potential benefit of the deferred income tax asset has not been recognized in these consolidated financial statements since it cannot be assured that it is more likely than not that such benefit will be utilized in future years. The Company believes that the available objective evidence creates sufficient uncertainty regarding the realizability of the deferred income tax assets such that a full valuation allowance has been recorded.

| F-38 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

11. Income taxes (continued)

The operating losses amounting to $35,192,000 for utilization in the United States, $930,000 for utilization in Singapore, $2,000 for utilization in Canada, the respective jurisdictions where the losses were incurred, will expire between 2023 and 2042 if they are not used. The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating loss carry-forwards:

Scheduled of operating loss carryforward

Fiscal Year		United States	Singapore	Canada	Total	Expiry Date
	2003						2023
	2004						2024
	2005						2025
	2006						2026
	2007						2027
	2008						2028
	2009						2029
	2010						2030
	2011						2031
	2012						2032
	2013						2033
	2014						2034
	2015						2035
	2016						2036
	2017						2037
	2018						2038
	2019						2039
	2020						2040
	2021						2041
	2022						2042
	Total

All values are in US Dollars.

| F-39 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

12.Operating segments

The Company has one operating segment, development of diabetes hardware and software. The Company’s geographical segments are summarized as follows:

Schedule of Operating Segments

	December 31,<br> <br>2022		December 31,<br> <br>2021
Current and Total Assets
Other	$	10,481	$	9,547
Singapore		154,458		110,527
United States		212,350		73,143
	$	377,289	$	193,217
	Year Ended December 31,<br> <br>2022			Year Ended December 31,<br> <br>2021			Year Ended December 31,<br> <br>2020
---	---	---	---	---	---	---	---	---	---
Revenue
Singapore	$	2,367		$	7,468		$	—
	$	2,367		$	7,468		$	—
Net Loss
Other	$	(2,585	)	$	(36	)	$	—
Singapore		(1,693,916	)		(195,308	)		—
United States		(8,922,308	)		(8,247,971	)		(5,916,017	)
	$	(10,618,809	)	$	(8,443,315	)	$	(5,916,017	)

13.Supplemental information with respect to cash flows

Scheduled of cash flows information

	Year Ended December 31,<br> <br>2022		Year Ended December 31,<br> <br>2021		Year Ended December 31,<br> <br>2020
Ordinary shares issued to retire accounts payable (note 6(b)(ii))	$	125,000	$	194,186	$	60,000
Ordinary shares issued to retire interest payable and promissory notes payable	$	—	$	23,000	$	2,318,542
Ordinary shares issued to retire line of credit	$	—	$	—	$	9,681,458
Reclassification of additional paid-in capital on exercise of stock options	$	—	$	41,271	$	—
Additional paid-in capital on KWC loan payable (note 4(d))	$	113,912	$	—	$	—

| F-40 |

| --- |

ALR

TECHNOLOGIES SG LTD.

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2022 and 2021

($ United States)

14.Subsequent events

a)	In early 2023, the Company collected proceeds of $160,000 in relation to the delivery of GluCurve Pet CGM units in December 2022. These GluCurve Pet CGM units utilized first generation CGM hardware provided by a third party. A portion of the CGM hardware supplied to the Company did not meet the GluCurve Pet CGM specifications for the end users. Accordingly, the Company will provide either refunds or replacement CGM hardware units to its distributor for those units which did not meet the GluCurve Pet CGM specifications. The Company is working with its supplier on a warranty claim for those CGM hardware units which did not meet specifications. The Company is evaluating options to launch the GluCurve Pet CGM with second generation CGM hardware.
b)	On<br> January 25, 2023, the Company modified 20,500,000 options with an exercise price of $0.015 previously granted to a number of advisors<br> and independent contractors by extending the expiry date from January 31, 2023 to December 31, 2025.
---	---
c)	On February 21, 2023, the Company:
---	---
i.	extended the commitment letters previously issued to two creditors who are relatives of the CEO of the Company offering them an aggregate 20,000,000 ordinary shares in exchange for the extinguishment of $1,584,000 (2021 - $1,540,000) in promissory notes and interest payable (note 8) from December 31, 2022 to December 31, 2023.
---	---
iii.	modified 80,000,000 options previously granted to a number of advisors and independent contractors by extending the vesting period under vesting terms, which have not been met, from December 31, 2022 and June 30, 2023 to December 31, 2023. The Company also modified 7,500,000 options previously granted to an independent contractor by amending the vesting wording.
---	---
iv.	cancelled 25,000,000 stock options exercisable at $0.05 per option related to the termination of certain contractors.
---	---
v.	granted an independent contractor the option to acquire 3,000,000 ordinary shares of the Company at a price of $0.05 per share until April 12, 2024.
---	---
d)	On March 9, 2023, the Company received warrant exercises to acquire an aggregate 12,000,000 ordinary shares at a price of $0.002 per share to be applied against interest payable to four individuals for an aggregate $24,000. As a result of the warrant exercises, the Company reclassified $1,440,063 from additional paid-in capital to share capital on exercise of warrants.
---	---
e)	The Company entered into shares for debt agreements with two creditors to issue an aggregate 7,500,000 ordinary shares at a weighted average price of $0.031 per share for an aggregated purchase price of $235,000 in exchange for the retirement of $170,000 of accounts payable and the prepayment of service fees of $65,000.
---	---

| F-41 |

| --- |

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is entered into as of May 17, 2022 by and among ALR Technologies SG Pte. Ltd., a Singapore private company limited by shares (“Parent”), ALRT Delaware, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and ALR Technologies Inc., a Nevada corporation (“Company”).

WHEREAS, the Board of Directors of Company (“Company Board”) has (a) determined that it is in the best interests of Company and its shareholders, and declared it advisable, to enter into this Agreement with Parent and Merger Sub, (b) approved, subject to the majority approval of its shareholders, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including the Merger (as defined below), and (c) resolved, subject to the terms and conditions set forth in this Agreement, to recommend adoption and approval of this Agreement and the Merger by the shareholders of Company;

WHEREAS, the Board of Directors of Parent (the “Parent Board”) has determined that the Merger is consistent with and in furtherance of the long-term business strategy of Parent and in the best interests of, Parent and its shareholder and has approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement;

WHEREAS, the Board of Directors of Merger Sub, and Parent as the sole shareholder of Merger Sub, have approved and adopted the this Agreement and the Merger and other transactions contemplated thereby;

WHEREAS, for federal income tax purposes, the Merger is intended to qualify as a reorganization under the provisions of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”), subject to the impact of Section 367 of the Code on U.S. stockholders; and

WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with the Merger and the transactions contemplated by this Agreement and also to prescribe certain conditions to the Merger;

NOW,THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the parties agree as follows:

ARTICLE I.

THE MERGER

1.1 The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Nevada Revised Statutes (the “NRS”) and the Delaware General Corporation Law (the “DGCL”), at the Effective Time, (a) Merger Sub will merge with and into Company (the “Merger”), and (b) the separate corporate existence of Merger Sub will cease and Company will continue its corporate existence under the NRS as the surviving corporation (the “Surviving Corporation”) in the Merger and a wholly-owned subsidiary of Parent.

1.2 Closing. Upon the terms and subject to the conditions set forth herein, the closing of the Merger (the “Closing”) will take place at a date and time agreed upon by the parties hereto as soon as practicable following the satisfaction or waiver of all of the closing conditions set forth in Article VI below. The Closing shall be held at the offices of Dentons Durham Jones Pinegar P.C., 192 East 200 North, Third Floor, St. George, Utah 84770, or remotely by exchange of documents and signatures (or their electronic counterparts), unless another place is agreed to in writing by the parties hereto. The actual date of the Closing is hereinafter referred to as the “Closing Date”.

1.3 Effective Time. Subject to the provisions of this Agreement, at the Closing, Company, Parent and Merger Sub will cause Articles of Merger (the “Nevada Articles of Merger”) to be executed, acknowledged and filed with the Nevada Secretary of State, and a Certificate of Merger (the “Delaware Certificate of Merger”) to be executed, acknowledged and filed with the Delaware Secretary of State in accordance with the relevant provisions of the NRS and the DGCL. The Merger will become effective at such time as both the Nevada Articles of Merger and the Delaware Certificate of Merger have been duly filed, respectively, with the Nevada Secretary of State and the Delaware Secretary of State, or at such later date or time as may be agreed by Company, Parent, and Merger Sub in writing and specified in both the Nevada Articles of Merger in accordance with the NRS and the Delaware Certificate of Merger in accordance with the DGCL (the effective time of the Merger being referred to herein as the “Effective Time”).

1.4 Effects of the Merger. The Merger shall have the effects set forth herein and in the applicable provisions of the NRS and the DGCL. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation.

1.5 Articles of Incorporation; Bylaws. At the Effective Time, (a) the articles of incorporation of Company as in effect immediately prior to the Effective Time shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable law; and (b) the bylaws of Company as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the terms thereof, the articles of incorporation of the Surviving Corporation or as provided by applicable law.

1.6 Company Directors and Officers. The directors and officers of the Company, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation, or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

ARTICLE II.

EFFECT OF THE MERGER ON CAPITAL STOCK

2.1 Effect of the Merger on Capital Stock. At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub or Company or the holder of any capital stock of Parent, Merger Sub or Company:

(a) Cancellation of Certain Company Common Stock. Each share of Company Common Stock that is owned by Parent or Company, if any (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned subsidiaries as of immediately prior to the Effective Time (the “Cancelled Shares”) will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefore.

(b) Conversion of Company Common Stock. Subject to Section 2.3 below, each Company Share issued and outstanding immediately prior to the Effective Time will be converted into the right to receive: (i) one (the “Exchange Ratio”) ordinary share of Parent (the “Merger Consideration”) and (ii) any cash in lieu of fractional Parent ordinary shares payable pursuant to Section 2.1(e).

(c) Cancellation of Company Shares. At the Effective Time, all shares of Company Common Stock will no longer be outstanding and all shares of Company Common Stock will be cancelled and retired and will cease to exist, and each holder of: (i) a certificate formerly representing any shares of Company Common Stock (each, a “Certificate”); or (ii) any book-entry shares which immediately prior to the Effective Time represented shares of Company Common Stock (each, a “Book-Entry Share”) will cease to have any rights with respect thereto, except the right to receive (A) the Merger Consideration in accordance with Section 2.2 hereof, and (B) any cash in lieu of fractional Parent ordinary shares payable pursuant to Section 2.1(e).

(d) Conversion of Merger Sub Capital Stock. Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid, and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation with the same rights, powers, and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation, such that the Surviving Corporation will become a wholly-owned subsidiary of Parent. From and after the Effective Time, all certificates representing shares of Merger Sub Common Stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

(e) Fractional Shares. No certificates or scrip representing fractional shares of ordinary shares in the Parent shall be issued upon the conversion of Company Common Stock pursuant to Section 2.1(b), and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a holder of ordinary shares in the Parent. Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of ordinary share in the Parent (after taking into account all shares of Company Common Stock exchanged by such holder) shall in lieu thereof, upon surrender of such holder’s Certificates and Book-Entry Shares, receive in cash (rounded to the nearest whole cent), without interest, an amount equal to such fractional amount multiplied by the last reported sale price of Company Common Stock on the OTCQB on the last complete trading day prior to the date of the Effective Time.

2.2 Exchange Procedures.

(a) Exchange Agent; Exchange Fund. Prior to the Effective Time, Parent shall appoint an exchange agent (the “Exchange Agent”) to act as the agent for the purpose of paying the Merger Consideration for: the Certificates and the Book-Entry Shares. At or promptly following the Effective Time, Parent shall deposit with the Exchange Agent: (i) certificates representing the Parent ordinary shares to be issued as Merger Consideration (or make appropriate alternative arrangements if uncertificated Parent ordinary shares represented by book-entry shares will be issued); and (ii) cash sufficient to make payments in lieu of fractional shares pursuant to Section 2.1(e). Such cash and shares of Parent ordinary shares deposited with the Exchange Agent pursuant to this Section 2.2(a), are referred to collectively in this Agreement as the “Exchange Fund.”

(b) Procedures for Surrender; No Interest. Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time, whose Company Common Stock was converted pursuant to Section 2.1(b) into the right to receive the Merger Consideration, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Exchange Agent, and which letter of transmittal will be in customary form and have such other provisions as Parent and the Surviving Corporation may reasonably specify) for use in such exchange. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration into which such shares of Company Common Stock have been converted pursuant to Section 2.1(b) in respect of the Company Common Stock represented by a Certificate or Book-Entry Share, and any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e) upon: (i) surrender to the Exchange Agent of a Certificate; or (ii) receipt of an “agent's message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares; in each case, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the surrender or transfer of any Certificate or Book-Entry Share. Upon payment of the Merger Consideration pursuant to the provisions of this Article II, each Certificate or Certificates or Book-Entry Share or Book-Entry Shares so surrendered or transferred, as the case may be, shall immediately be cancelled.

(c) Investment of Exchange Fund. Until disbursed in accordance with the terms and conditions of this Agreement, the cash in the Exchange Fund will be invested by the Exchange Agent, as directed by Parent or the Surviving Corporation. No losses with respect to any investments of the Exchange Fund will affect the amounts payable to the holders of Certificates or Book-Entry Shares. Any income from investment of the Exchange Fund will be payable to Parent or the Surviving Corporation, as Parent directs.

(d) Payments to Non-Registered Holders. If any portion of the Merger Consideration is to be paid to any individual, corporation, limited or general partnership, limited liability company, limited liability partnership, trust, association, joint venture, Governmental Entity, or other entity or group (which term will include a “group” as such term is defined in Section 13(d)(3) of the Exchange Act) (each, a “Person”) other than the Person in whose name the surrendered Certificate or the transferred Book-Entry Share, as applicable, is registered, it shall be a condition to such payment that: (i) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred; and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other tax required as a result of such payment to a Person other than the registered holder of such Certificate or Book-Entry Share, as applicable, or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable.

(e) Full Satisfaction. All Merger Consideration paid upon the surrender of Certificates or transfer of Book-Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Shares, and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation, they shall be cancelled and exchanged as provided in this Article II.

(f) Termination of Exchange Fund. Any portion of the Exchange Fund that remains unclaimed by the holders of shares of Company Common Stock six months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.2 prior to that time shall thereafter look only to Parent (subject to abandoned property, escheat, or other similar laws), as general creditors thereof, for payment of the Merger Consideration without any interest. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat, or similar laws. Any amounts remaining unclaimed by holders of shares of Company Common Stock two years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity) shall become, to the extent permitted by applicable law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.

2.3 Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company or ordinary shares in the Parent shall occur (other than the issuance of additional shares of capital stock of the Company or Parent as permitted by this Agreement), including by reason of any reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange, readjustment of shares, or similar transaction, or any stock dividend or distribution paid in stock, the Exchange Ratio and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to reflect such change; provided, however, that this sentence shall not be construed to permit Parent or the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.

2.4 Withholding Rights. Each of the Exchange Agent, Parent, Merger Sub, and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Article II such amounts as may be required to be deducted and withheld with respect to the making of such payment under any tax laws. To the extent that amounts are so deducted and withheld by the Exchange Agent, Parent, Merger Sub, or the Surviving Corporation, as the case may be, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which the Exchange Agent, Parent, Merger Sub, or the Surviving Corporation, as the case may be, made such deduction and withholding.

2.5 Lost Certificates. If any Certificate shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen, or destroyed and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen, or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate as contemplated under this Article II.

2.6 Treatment of Stock Options and other Stock-Based Compensation.

(a) Company Stock Options. As of the Effective Time, each option to acquire shares of Company Common Stock (each, a “CompanyStock Option”) that is outstanding immediately prior to the Effective Time, whether or not then vested or exercisable, shall be, by virtue of the Merger and without any action on the part of the holder thereof, or any other Person, be assumed by Parent and shall be converted into a Parent Stock Option in accordance with this Section 2.6. Each such Parent Stock Option as so assumed and converted shall continue to have, and shall be subject to, the same terms and conditions as applied to the Company Stock Option immediately prior to the Effective Time. As of the Effective Time, each such Parent Stock Option as so assumed and converted shall be an option to acquire that number of whole ordinary shares of Parent stock (rounded down to the nearest whole share) equal to the product of: (i) the number of shares of Company Common Stock subject to such Company Stock Option; and (ii) the Exchange Ratio, at an exercise price per share of Parent ordinary shares (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of Company Common Stock of such Company Stock Option by (B) the Exchange Ratio; provided, that the exercise price and the number of Parent ordinary shares subject to the Parent Stock Option shall be determined in a manner consistent with the requirements of Section 409A of the Code, and, in the case of Company Stock Options, if any, that are intended to qualify as incentive stock options within the meaning of Section 422 of the Code, consistent with the requirements of Section 424(a) of the Code.

(b) CompanyRestricted Shares. The Company shall take all requisite action so that, at the Effective Time, each share of Company Common Stock, if any, subject to vesting, repurchase, or other lapse of restrictions (a “Company Restricted Share”) that is outstanding under any Company Stock Plan as of immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be assumed by Parent and shall be converted into a restricted Parent ordinary share in accordance with this Section 2.6. Each restricted Parent ordinary share shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Company Restricted Share immediately before the Effective Time (including vesting, repurchase, or other lapse restrictions). As of the Effective Time, each such holder of Company Restricted Shares so assumed and converted will receive that number of whole restricted Parent ordinary shares equal to the product (rounded down to the nearest whole number) of: (i) the number of shares of Company Restricted Shares held by that holder as of immediately prior to the Effective Time; and (ii) the Exchange Ratio.

(c) Resolutions and Other Company Actions. At or prior to the Effective Time, the Company, the Company Board, and the compensation committee of such board, as applicable, shall adopt any resolutions and take any actions that may be necessary to effectuate the provisions of paragraphs Section 2.6(a) and Section 2.6(b) of this Section 2.6.

(d) Parent Actions. At or prior to the Effective Time, Parent shall take all such actions as may be necessary to allow for the issuance of a number of ordinary shares in the Parent at least equal to the number of ordinary shares in the Parent that will be subject to Parent equity awards as a result of the actions contemplated by this Section 2.6.

2.7 Dissenters’ Rights. Dissenting shareholders of Company shall have the dissenters rights accorded to them under the NRS. All amounts that are finally determined to be due to holders of issued and outstanding Company Shares pursuant to statutory dissenters’ rights effectively exercised by them shall be paid by the Surviving Corporation. The holders of Company Shares shall be advised of their statutory dissenters’ rights and provided a copy of the statutes setting forth their dissenters rights as set forth in the NRS. Any Company Shares held by a holder that did not vote or consent in writing to the Merger and who properly demands payment for their Company Shares in accordance with the NRS (each a “Dissenting Shareholder”) shall not be converted as set forth in Section 2.1 above, but instead shall be converted into the right to receive consideration to be due to a Dissenting Shareholder pursuant to the NRS, unless such holder fails to protect or withdraws or otherwise loses his dissenters’ rights. In the event that any dissenters’ rights are not exercised by a holder of the Company Shares, are otherwise not prosecuted to a conclusion, or are dismissed for any other reason then, and in that event, the holder of such Company Shares shall no longer be deemed to a Dissenting Shareholder and such holder’s Company Shares shall be deemed to have been converted at the Effective Time as set forth in Section 2.1 above.

ARTICLE III.

Company REPRESENTATIONS AND WARRANTIES

3.1 Company Representations and Warranties. Company represents and warrants to Parent as follows:

(a) Company is a corporation duly organized and validly existing under the laws of the State of Nevada and is in good standing.

(b) As of the date hereof:

(i) the authorized capital of Company consists of 10,000,000,000 shares of common stock, par value $0.001 per share, and 500,000,000 shares of preferred stock, par value $0.001 per share.

(ii) 542,716,844 shares of Company common stock were issued and outstanding and no shares of Company preferred stock were issued and outstanding; and

(iii) Company has outstanding: (i) finance options to acquire 5,085,001,500 shares of common stock; and (ii) compensatory incentive options to acquire 352,000,000 shares of common stock, and except for such obligations has no other options, warrants or other convertible securities issued or outstanding to acquire shares of Company common stock.

(c) The Company Board, by consent resolutions duly adopted and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement and the Merger and declared their advisability, (iii) recommended that the shareholders of the Company approve and adopt this Agreement and approve the Merger; and (iv) directed that this Agreement and the transactions contemplated hereby be submitted for consideration and approval by the Company’s stockholders via consent resolutions in lieu of a meeting, such minutes to be executed by a majority of the votes entitled to be cast at a meeting held for the purpose of approving the Agreement and the Merger.

(d) Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement by Company and the consummation by Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than, with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Company common stock and the filing and recordation of appropriate merger documents as required by the NRS); this Agreement has been duly and validly executed and delivered by Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of Company, enforceable against Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity. To the knowledge of Company, no state takeover statute is applicable to the Merger or the other transactions contemplated by this Agreement.

(e) Neither the execution and delivery of this Agreement nor the consummation of the Merger will conflict with, result in a breach of or accelerate the performance required by any agreement to which Company is a party, or any law, rules or regulations to which Company or its properties is subject.

ARTICLE IV.

Parent AND MERGER SUB REPRESENTATIONS AND WARRANTIES

4.1 Parent and Merger Sub Representations and Warranties. Parent and Merger Sub represent and warrant to Company as set forth below:

(a) Parent is a private company limited by shares duly organized, validly existing, and in good standing under the laws of Singapore.

(b) Merger Sub is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.

(i) one (1) ordinary share of Parent was issued and outstanding;

(ii) Parent has no options, warrants or other convertible securities issued or outstanding;

(iii) the authorized capital of Merger Sub consists of one thousand (1,000) shares of common stock, par value $0.001 per share. As of the date of this Agreement, one thousand (1,000) shares of common stock of Merger Sub are issued and outstanding, and held of record by Parent; and

(iv) Merger Sub has no options, warrants or other convertible securities issued or outstanding.

(d) The ordinary shares of Parent issuable as the Merger Consideration will, upon their issuance, be validly issued and outstanding, fully paid and non-assessable ordinary shares of Parent.

(e) The Parent Board, by consent resolutions duly adopted and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are in the best interests of Parent and its shareholders, and (ii) approved this Agreement, the Merger and the issuance of the Merger Consideration, (iii) recommended that the sole shareholder of Parent approve and adopt this Agreement and approve the Merger; and (iv) directed that this Agreement and the transactions contemplated hereby be submitted for consideration and approval by the sole shareholder of Parent at an Extraordinary General Meeting of the Company held for the purpose of approving the Agreement and the Merger.

(f) Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than with respect to the Merger, the approval and adoption of this Agreement by the sole shareholder of Parent and the filing and recordation of appropriate merger documents as required by the NRS and the DGCL); this Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all applicable laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at Law or in equity).

(g) Neither the execution and delivery of this Agreement nor the consummation of the Merger will conflict with, result in a breach of or accelerate the performance required by any agreement to which Parent is a party, or any law, rules or regulations to which Parent is subject.

ARTICLE V.

COVENANTS

5.1 Approvals. Company, Parent, and Merger Sub each covenant and agree to use all reasonable commercial efforts to obtain as soon as practicable any required regulatory and stockholder approvals.

5.2 Interim Covenants. Each of Company, Parent, and Merger Sub agree that from the date hereof until completion of the Merger or termination of this Agreement it will:

(a) Comply with all requirements which applicable law may impose on it with respect to the Merger.

(b) Use commercially reasonable efforts to obtain any waivers, consents and approvals from other parties to loan agreements, leases or other contracts or from such applicable governmental or regulatory bodies required to be obtained by it to consummate the transactions contemplated hereby.

(c) Company, Parent, and Merger Sub shall take all such steps and may reasonably be required to cause the transactions contemplated by Article II and any other disposition of Company equity securities (including derivative securities) or acquisitions of Parent equity securities (including derivative securities) in connection with this Agreement by each individual who (i) is a director or officer of Company, or (ii) at the Effective Time, is or will become a director of Parent, to be exempt under Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended.

(d) Will cooperate and assist the other parties hereto in such other ways to the extent practicable to implement the Merger on the terms set forth herein.

5.3 Further Assurances. At and after the Effective Time, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of Company or Merger Sub, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of Company or Merger Sub, any other actions and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights, properties or assets of Company acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger. Upon the terms and subject to the conditions of this Agreement, each of the parties hereto shall (i) make promptly its respective filings, and thereafter make any other required submissions, under applicable laws with respect to the Merger and the other transactions contemplated hereby and (ii) use its reasonable best efforts to take, or cause to be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws or otherwise to consummate and make effective the Merger and the other transactions contemplated hereby, including, without limitation, using its reasonable best efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of governmental authorities and parties to contracts with the Company or Parent as are necessary for the consummation of the Merger and the other transactions contemplated hereby.

5.4 Plan of Reorganization. Subject to the impact of Section 367 of the Code on U.S. stockholders, this Agreement is intended to constitute a “plan of reorganization” within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Merger to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a) of the Code. Following the Effective Time, neither the Surviving Corporation, Parent nor any of their affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code.

ARTICLE VI.

CONDITIONS

6.1 Mutual Conditions. Completion of the Merger is subject to the fulfillment, or waiver by the party entitled to the benefit of the condition, of the conditions precedent set forth in this Article VI. The parties hereto will use all reasonable commercial efforts to satisfy or cause to be satisfied all the conditions precedent that are set forth in this Article VI, and will use all commercially reasonable efforts to complete the Merger as promptly as possible.

The obligations of each of Company, Parent, and Merger Sub to complete the Merger will be subject to the following conditions precedent:

(a) This Agreement and the Merger shall have been approved and adopted by the requisite affirmative vote of the shareholders of Company in accordance with the NRS and Company’s Articles of Incorporation.

(b) The receipt of all required consents and approvals to the Merger.

(c) The registration statement on Form F-4 filed with the Securities and Exchange Commission by Parent in connection with the offer and issuance of the ordinary shares in the Parent pursuant to the Merger, shall have become effective under the Securities Act of 1933, as amended, and no stop order with respect thereto shall be in effect.

(d) An amendment to the constitution of Parent shall have been adopted by the directors and shareholders of Parent, and all other actions required under the laws of Singapore shall have been taken to convert Parent from a private company limited by shares to a public company limited by shares.

(e) The ordinary shares in the Parent to be issued pursuant to the Merger shall have been authorized for listing on the OTCQB, subject to any applicable notices of issuance or other standard conditions.

(f) No provision of any applicable law shall be in effect, and no judgment, injunction, order or decree shall have been entered since the date of this Agreement and shall be in effect, that makes the Merger illegal or otherwise restrains, enjoins or otherwise prohibits the consummation of the Merger, except where the violation of such law, judgment, injunction, order or decree that would occur if the Merger were consummated would not have a material adverse effect on Company or Parent respectively.

6.2 Additional Conditions to the Obligations of Parent and Merger Sub. Each of Parent’s and Merger Sub’s obligations to complete the Merger will be subject to the following conditions precedent:

(a) The representations and warranties of Company in this Agreement shall be true and correct in all material respects as of the date of this Agreement and at the time of closing of the Merger.

(b) Company shall have complied with and duly performed in all material respects its covenants in this Agreement.

(c) The board of directors of Company shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by Company to permit the completion of the Merger.

(d) There shall have been no adverse material change in the business and affairs of Company, or any event, occurrence or development, which would materially and adversely affect the ability of Company to complete the Merger.

(e) Holders of no more than 1% of the outstanding shares of Company Common Stock as of immediately prior to the Effective Time, in the aggregate, shall have exercised, or remain entitled to exercise, statutory dissenters’ rights pursuant to the NRS with respect to such shares of Company Common Stock.

6.3 Additional Conditions to the Obligations of Company. Company’s obligation to complete the Merger will be subject to the following conditions precedent:

(a) The representation and warranties of Parent and Merger Sub in this Agreement shall be true and correct in all material aspects as of the date of this Agreement and at the time of closing of the Merger.

(b) Each of Parent and Merger Sub shall have complied and duly performed in all material respects with its covenants in this Agreement.

(c) The board of directors of each of Parent and Merger Sub, and Parent, as the sole shareholder of Merger Sub, shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by Parent and Merger Sub to permit the completion of the Merger.

ARTICLE VII.

TERMINATION

7.1 Termination. This Agreement may be terminated:

(a) By the consent of each of Company, Parent, and Merger Sub (without the need for any action on the part of their respective shareholders).

(b) By Company if the Company shareholders shall not have approved the Merger by the requisite vote by written consent prior to the Closing Date.

(c) Upon notice by one party to the other if there shall be passed any law or regulation that makes consummation of the transaction contemplated herein illegal or otherwise prohibited or if any injunction, order or decree enjoining Company, Parent, or Merger Sub from consummating the transactions contemplated herein is entered and such injunction, order or decree has become final and without right of appeal.

(d) Upon notice by Company to Parent and Merger Sub if any condition for the benefit of Company set forth in Article VI (including mutual conditions) has not been satisfied or waived by Company.

(e) Upon notice by Parent or Merger Sub to Company if any condition for the benefit of Parent set forth in Article VI (including mutual conditions) has not been satisfied or waived by Parent.

ARTICLE VIII.

GENERAL

8.1 Binding Agreement; No Third Party Beneficiaries. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.2 Time. Time is of the essence of this Agreement.

8.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

8.4 Waiver of Jury Trial. Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby.

8.5 Interpretation; Construction.

(a) The headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” A reference in this Agreement to $ or dollars is to U.S. dollars. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(b) The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

8.6 Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement. In the event of any inconsistency between the statements in the body of this Agreement and the disclosure schedules (other than an exception expressly set forth as such disclosure schedules), the statements in the body of this Agreement will control.

8.7 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

8.8 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign its rights or obligations hereunder without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

8.9 Remedies. Except as otherwise provided in this Agreement, any and all remedies expressly conferred upon a party to this Agreement will be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at law or in equity. The exercise by a party to this Agreement of any one remedy will not preclude the exercise by it of any other remedy.

8.10 Further Assurances. Each party hereto shall, from time to time, and at all times hereafter, at the reasonable request of the other parties hereto, but without further consideration, do all such further acts and execute and deliver all such further documents and instruments as shall be reasonably required in order to fully perform and carry out the terms and intent hereof.

8.11 Counterparts. This Agreement may be signed in one or more counterparts, originally or by facsimile, each such counterpart taken together will form one and the same agreement and when delivered to the parties hereto by facsimile or by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall constitute one and the same instrument. Any party may enter into this Agreement by manually signing any such counterpart transmitted electronically or by facsimile or other electronic signature (such as AdobeSign or DocuSign) by any of the parties to any other party and the receiving party may rely on the receipt of such document so executed and delivered by facsimile or other electronic means as if the original had been received. Such signatures executed by way of facsimile or other electronic means (such as AdobeSign or DocuSign) shall be recognized and construed as secure electronic signatures and the Parties accordingly shall deem such signatures to be original signatures for all purposes. Delivery of a counterpart of the Agreement by email attachment shall be an effective mode of delivery.

[Signature Page Follows]

INWITNESS WHEREOF, Company, Parent and Merger Sub have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

ALRTechnologies Inc.

By: /s/ Sidney Chan

Sidney Chan, CEO

ALRTechnologies SG Pte. Ltd.

By: /s/ Sidney Chan

Sidney Chan, Director

ALRTDelaware, Inc.

By: /s/ Sidney Chan

Sidney Chan, CEO

Exhibit 3.1
UEN: 202013739N<br><br> <br>****
<br><br> <br>REPUBLIC OF SINGAPORE<br><br> <br><br><br> <br>ALR TECHNOLOGIES SG LTD.<br><br> <br>(PUBLIC COMPANY LIMITED BY SHARES)<br><br> <br><br><br> <br>
<br><br> <br>CONSTITUTION<br><br> <br>OF<br><br> <br>ALR TECHNOLOGIES SG LTD.
	<br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br><br><br> <br>Lodged in the office of the Accounting & Corporate Regulatory Authority of Singapore<br><br> <br><br><br> <br><br><br> <br><br><br> <br>

TABLEOF CONTENTS

HEADINGS PAGE

NAME	1
REGISTERED<br> OFFICE	1
LIABILITY<br> OF MEMBERS	1
SHARE<br> CAPITAL	1
OBJECTS<br> AND POWERS	2
PRELIMINARY	2
PUBLIC<br> COMPANY	3
SHARES	3
SHARE<br> CERTIFICATES	4
CALLS	5
FORFEITURE<br> OF SHARES	5
LIEN<br> ON SHARES	6
TRANSFER<br> AND TRANSMISSION OF SHARES	7
INCREASE<br> AND REDUCTION OF CAPITAL	8
SUB-DIVISION,<br> CONSOLIDATION, CONVERSION AND REDENOMINATION	9
BORROWING<br> POWERS	9
GENERAL<br> MEETINGS	10
PROCEEDINGS<br> AT GENERAL MEETINGS	12
VOTES<br> AT GENERAL MEETING	13
DIRECTORS	14
POWERS<br> OF DIRECTORS	15
PROCEEDINGS<br> OF DIRECTORS	17
THE<br> SEAL	18
MINUTES	18
AUTHENTICATION<br> OF DOCUMENTS	19
DIVIDENDS<br> AND RESERVE FUND	19
CAPITALISATION	20
FINANCIAL<br> STATEMENTS	20
AUDIT<br> AND AUDITORS	21
---	---
SECRETARY	21
NOTICE	21
INDEMNITY	23
WINDING<br> UP	23

THE COMPANIES ACT 1967 OF SINGAPORE

__________

PUBLIC COMPANY LIMITED BY SHARES

__________

CONSTITUTION

ALRTECHNOLOGIES SG LTD.

(Adopted by Special Resolution passed on 12 September 2022)

	NAME
1.	The<br> name of the Company is ALR Technologies SG Ltd.	Name
	REGISTERED<br> OFFICE
2.	The<br> registered office of the Company is situated in the Republic of Singapore.	Registered<br> Office
	LIABILITY<br> OF MEMBERS
3.	The<br> liability of the member(s) is limited.	Liability<br> of members
	SHARE<br> CAPITAL
4.	The<br> Company shall have power to increase or reduce its capital, to consolidate or sub-divide the shares forming its original share capital<br> and to divide such shares into several classes with any preferential, deferred, qualified, special or other rights, privileges, conditions<br> or restrictions as to dividends, capital, voting or otherwise attached to them as may be determined by, or in accordance with, the<br> regulations for the time being of the Company.	Share<br> Capital

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| --- | | | OBJECTS AND POWERS | | | | --- | --- | --- | --- | | 5. | The objects of the Company are to carry on or undertake any business or activity, do any act or enter into any transaction that are not prohibited under any law for the time being in force in the Republic of Singapore. | | General objects | | | The object of the Company is to market, sell and distribute its diabetes care products and any other activities that are not prohibited under any law for the time being in force in the Republic of Singapore. | | Objects and principal activities of Company | | 6. | The Company shall have all such powers as are permitted by law for the time being in force in the Republic of Singapore which are necessary or conducive to the conduct, promotion or attainment of the objects of the Company. | | General powers | | | PRELIMINARY | | | | 7. | No part of the model constitutions prescribed under the Act shall apply to the Company except so far as the same are repeated or contained in this Constitution. | | Provisions of model constitutions shall not apply | | 8. | In this Constitution, the words standing in the first column of the table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context. | | Interpretation | | | WORDS | MEANINGS | | | | The Company | ALR TECHNOLOGIES SG LTD. **** | | | | The Act | The Companies Act 1967 of Singapore or any other statutory modification or re-enactment thereof. | | | | This Constitution | This Constitution as originally framed or as altered from time to time by special resolution. | | | | The Director(s) | The director(s) for the time being of the Company. A reference in this Constitution to the Directors or to any act to be done by the Directors, shall where the Company has only one Director, be construed to be a reference to that Director, and a reference to the doing of that act by that Director, respectively. Any act to be done by a single Director may be done by his alternate Director appointed and acting in accordance with the provisions of this Constitution. | | | | The Office | The registered office for the time being of the Company. | |

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| --- | | | The Register | The register of members to be kept pursuant to the Act. | | | --- | --- | --- | --- | | | The Seal | The common seal of the Company. | | | | The Secretary | Any person appointed to perform the duties of the secretary of the Company. | | | | Accounting Standards | Accounting Standard means an accounting standard made or formulated under the Accounting Standards Act 2007, | | | | Member | A registered holder of shares in the Company. A reference in this Constitution to the members or to any act to be done by the members, shall where the Company has only one member, be construed to be a reference to that member, and a reference to the doing of that act by that member, respectively. | | | | month | Calendar month. | | | | year | Calendar year. | | | | The expression “paid-up” includes credited as paid-up. | | | | | Expressions referring to writing shall, unless the contrary intention appears, be construed as including reference to printing, lithography, photography and any other modes of representing or reproducing words in visible form. | | | | | Words importing the singular number only shall include the plural number and vice versa. | | | | | Words importing the masculine gender only shall include the feminine gender and vice versa. | | | | | Words importing persons shall include corporations. | | | | | Subject as aforesaid, any words or expressions defined in the Act shall, where not inconsistent with the subject or context, bear the same meaning in this Constitution. | | | | | PUBLIC COMPANY | | | | 9. | The Company is a public company limited by shares. | | Public Company | | | SHARES | | | | 10. | Subject to this Constitution, the first allotment and issue of shares shall be under the control of the Directors, who may allot or otherwise dispose of the same to such persons on such terms and conditions and at such times as they shall think fit. | | First allotment |

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| --- | | 11. | Subject to the Act, no shares may be issued by the Directors without the prior approval of the Company in general meeting. Without prejudice to any special rights previously conferred on the holders of any existing shares or classes of shares but subject to the Act, shares in the Company may be issued by the Directors and any such share may be issued with such preferred, deferred, or other special rights, or such restrictions, whether in regard to dividend, voting, return of capital, or otherwise, as the Company may from time to time by ordinary resolution determine | Issue of shares | | --- | --- | --- | | 12. | The Company may issue shares for which no consideration is payable to the Company. | Issue of shares for no consideration | | 13. | Subject to the provisions of this Constitution and the Act, any preference share may, with the sanction of an ordinary resolution, be issued on the terms that it is, or at the option of the Company is liable, to be redeemed. | Preference shares | | 14. | If two or more persons are registered as joint holders of any share, (a) they shall be severally as well as jointly liable for any call or other liability in respect of such share, but any one of them may give effectual receipts for any dividends, bonuses, or other moneys payable in respect of such shares. (b) the first name in the Register shall, however, as regards service of notices and delivery of certificates and dividend warrants, be deemed to be the sole owner of such share. | Joint Holder of shares | | 15. | Subject to the provisions of this Constitution and except as required by law, the Company shall not be bound by or recognise any contingent, future, partial or equitable interest in the nature of a trust or otherwise in any shares or any interest in any fractional part of a share, or any other right in respect of any share, except an absolute right thereto in the person for the time being registered as the owner thereof. | No trust recognised | | 16. | No person shall exercise any rights of a member until his name shall have been entered in the Register and he shall have paid all calls and other moneys for the time being due and payable on any share held by him. | Exercise of rights of members | | 17. | No part of the funds of the Company shall directly or indirectly be employed by the Directors or the Company in the purchase of, or in loans upon the security of, the Company's shares except as allowed by law. | Company's funds not to be lent on Company's shares | | | SHARE CERTIFICATES | | | 18. | Every member whose name has been entered in the Register shall without payment be entitled to one certificate specifying the class of shares held by him, whether the shares are fully or partly paid up and the amount (if any) unpaid thereon, provided that in the case of joint holders, the Company shall not be bound to issue more than one certificate to all the joint holders. The certificate shall be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose. | Registered member entitled to share certificate |

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| --- | | 19. | If any such certificate shall be worn out or lost, it may be renewed, in case of wearing out, on delivery up of the old certificate and, in the case of loss, on such evidence being produced and on execution of such indemnity as the Directors may require and in either case on payment of such sum not exceeding Two Singapore Dollars (S$2/-) as the Directors may from time to time require. | New certificates may be issued | | --- | --- | --- | | | CALLS | | | 20. | Subject to the provisions of this Constitution, all calls on shares shall be made by and at the discretion of the Directors, and shall be payable at such times and places and by instalments or otherwise as the Directors may appoint. | Directors may make calls | | 21. | When any call is made, 14 days' notice in writing shall be sent to every person liable to pay the same, specifying the time and place of payment and to whom such call shall be paid. | Notice of calls | | 22. | A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed. | When call deemed made | | 23. | Any member may, with the sanction of the Directors and upon such terms as to payment of dividends or interest and otherwise as the Directors shall determine, make payments in advance of calls. | Payment of calls in advance | | 24. | If before or on the day appointed for payment thereof a call payable in respect of a share is not paid, the holder for the time being of the share shall pay interest on the amount of the call at the rate of 8% per annum from the day appointed for payment thereof to the time of actual payment. | Interest on unpaid call | | 25. | Any sum which by the terms of issue of a share is made payable on allotment or on any fixed date shall for all purposes of the provisions of this Constitution be deemed to be a call duly made and payable on the date for payment, and in case of non-payment the provisions of this Constitution as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum were a call duly made and notified as hereby provided. | Sums payable on allotment deemed a call | | | FORFEITURE OF SHARES | | | 26. | Whenever the whole or any part of any call shall not have been paid on or before the day appointed for the payment thereof, the Directors may at any time thereafter, during such time as the call or any part thereof remains unpaid, send a notice requiring payment of such call, or such thereof as remains unpaid, together with interest at 8% per annum and any expenses that may have accrued by reason of such non-payment by a specified day not being less than 14 days after the service of the said notice, and at the place where the calls of the Company are usually made payable. Such notice shall state that, in the event of non-payment at or before the time and at the place appointed, the share(s) in respect of which such calls was made will be liable to be forfeited without further notice. | Notice to be given of intended forfeiture | | 27. | If the requirements of any such notice shall not be complied with, any share in respect of which such notice has been given may, at any time after the expiry of the period for payment required by the notice, and before the payment required by the notice has been made, be forfeited by resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture. | On non-compliance with notice, shares may be forfeited on resolution of Directors |

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| --- | | 28. | When any share has been forfeited in accordance with the provisions of this Constitution, notice of the forfeiture shall forthwith be given to the holder of the share, and an entry of such notice having been given and of the forfeiture with the date thereof shall forthwith be made in the Register opposite to the share; but the provisions of this Constitution are directory only, and no forfeiture shall be in any manner invalidated by any omission or neglect to give notice or to make such entry as aforesaid. | Notice of forfeiture to be given and entered on Register | | --- | --- | --- | | 29. | Every share which shall be forfeited shall thereupon become the property of the Company, and may be either sold or re-allotted, or otherwise disposed of either to the person who was before the forfeiture the holder thereof or entitled thereto, or to any member, upon such terms and in such manner as the Directors shall think fit. | Shares forfeited belong to Company | | 30. | Until any share so forfeited shall be sold, re-allotted or otherwise disposed of, the forfeiture thereof may at the discretion and by resolution of the Directors be rescinded on such terms as the Directors may think fit. | Rescission of forfeiture | | 31. | Notwithstanding any such forfeiture as aforesaid, all moneys which were owing at the time of forfeiture, whether for any call, interest or expenses, and all interest and expenses to accrue in respect of such call after such forfeiture shall continue to be due from the person who was liable to pay the same at the time of forfeiture or from his representatives. | Calls and expenses recoverable after forfeiture | | 32. | The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and demands against the Company in respect of the shares and all other rights and liabilities incidental to the share as between the shareholder whose share is forfeited and the Company, except only such of those rights and liabilities as are by the provisions of this Constitution expressly saved, or as are by the Act given or imposed in the case of past members. | Consequences of forfeiture | | 33. | Upon any sale or disposal after forfeiture or in purported exercise of the powers hereinafter contained or exercising a lien, the Directors may cause the purchaser's name to be entered in the Register in respect of the share(s) sold, and the purchaser shall not be bound to see to the regularity of the proceedings, or to the application of the purchase money; and after his name has been entered in the Register, the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively. | Title to forfeited shares | | | LIEN ON SHARES | | | 34. | Except as prohibited by law, the Company shall have a first and paramount lien upon all the shares registered in the name of each member (whether solely or jointly with others) for all calls upon such shares. | Paramount lien | | 35. | For the purpose of enforcing such lien, the Directors may sell the shares subject thereto to any person, but no sale shall be made until the time for such payment, fulfilment or discharge as aforesaid shall have arrived, and notice in writing of the intention to sell shall have been served on such member holding the shares or his representatives and default shall have been made by him or them in payment, fulfilment or discharge of such debt, liabilities or engagements for 14 days after such notice. | Enforcement of lien |

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| --- | | 36. | Upon any sale being made by the Directors of any shares to satisfy the lien of the Company thereon, the proceeds shall be applied first in the payment of all costs of such sale, next in satisfaction of the debt, obligation, engagement or liability of the member to the Company, and the residue, if any, shall be paid to the said member or as he shall direct. | Proceeds of sale | | --- | --- | --- | | | TRANSFER AND TRANSMISSION OF SHARES | | | 37. | Subject to the provisions of this Constitution, any member may transfer all or any of his shares by instrument in writing in any usual or common form or in any other form which the Directors may approve and the instrument shall be executed both by or on behalf of the transferor and the transferee, and the transferor shall remain the holder of the shares transferred until the transfer is registered and the transferee's name is entered in the Register. Shares of different classes shall not be comprised in the same instrument of transfer. | Restriction on transfer | | 38. | All instruments of transfer which shall be registered shall be retained by the Company but any instrument of transfer which the Directors may refuse to register shall (except in any case of fraud) be returned to the party presenting the same. | Retention of transfers | | 39. | No shares shall in any circumstances be transferred to any infant, bankrupt or person who is mentally disordered and incapable of managing himself or his affairs but nothing herein contained shall be construed as imposing on the company any liability in respect of the registration of such transfer if the company has no actual knowledge of the same. | Person under disability | | 40. | Subject to the provisions of paragraph 41 of this Constitution, any share may be transferred by a member to the spouse, child or parent, brother or sister of that member, and any share of a deceased member may be transferred by his personal representatives to any widow, widower, child or parent, brother or sister of such deceased member, and shares standing in the name of the trustees of any deceased member may be transferred upon any change of trustees to the trustees for the time being of such will; and the rights of pre-emption hereinbefore conferred in by provisions of this Constitution shall not arise on the occasion of any such transfer. | Sales to non-members | | 41. | There shall be no restriction on the transfer of fully paid up shares except where required by law or by the rules, byelaws or listing rules of a stock exchange but the Directors may in their discretion decline to register any transfer of shares upon which the Company has a lien and in the case of shares not fully paid up may refuse to register a transfer to a transferee of whom they do not approve. If the Directors shall decline to register any such transfer of shares, they shall give to both the transferor and the transferee written notice of their refusal to register as required by the Act and the listing rules of the stock exchange on which the Company’s shares are traded. If the Directors shall refuse to register a transfer of any share, they shall, within one month from the date on which the application for transfer was made, send to the transferee a notice in writing stating the facts which are considered to justify refusal and send to both the transferor and transferee a notice of refusal as required by the Act. The Directors shall not register a transfer to a person who is known to them to be an infant or a person of unsound mind but the Directors shall not be bound to enquire into the age or soundness of mind of any transferee. | Rights to refuse registration |

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| --- | | 42. | In the case of the death of a member whose name is entered in the Register of Members, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognised by the Company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons. | Death of member | | --- | --- | --- | | 43. | Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may from time to time properly be required by the Directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his death or bankruptcy. | Rights to refuse registration to apply | | 44. | If the person so becoming entitled elects to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he elects to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions, and provisions of this Constitution relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member. | Restrictions on transfer to apply | | 45. | Where the registered holder of any share dies or becomes bankrupt his personal representative or the assignee of his estate, as the case may be, shall, upon the production of such evidence as may from time to time be properly required by the Directors in that behalf, be entitled to the same dividends and other advantages, and to the same rights (whether in relation to meetings of the Company, or to voting, or otherwise), as the registered holder would have been entitled to if he had not died or become bankrupt; and where 2 or more persons are jointly entitled to any share in consequence of the death of the registered holder they shall, for the purposes of this paragraph, be deemed to be joint holders of the share. | Rights of registered member to apply | | | INCREASE AND REDUCTION OF CAPITAL | | | 46. | The Company in general meeting may from time to time by ordinary resolution, whether all the shares for the time being shall have been fully called up or not, issue new shares, of such issue price as the Company by the resolution authorising such increase shall direct. | Power to increase capital | | 47. | The new shares shall be issued upon such terms and conditions and with such rights and privileges annexed thereto as the general meeting resolving upon the creation thereof shall direct and, if no direction be given, as the Directors with the like concurrence shall determine, and in particular, such shares may be issued with a preferential, qualified, or postponed right to dividends, and in the distribution of assets of the Company, and with a special or without any right of voting. | On what conditions new shares may be issued |

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| --- | | 48. | If at any time the capital, by reason of the issue of preference shares or otherwise, is divided into different classes of shares, all or any of the rights and privileges attached to each class may be modified, commuted, abrogated or dealt with by agreement between the Company and any member of the class, provided such agreement is confirmed by a special resolution passed at a separate meeting of the holders of shares of that class, and all the provisions hereinafter contained as to general meetings shall mutatis mutandis apply to every such meeting but so that the quorum thereof shall be members holding or representing by proxy two-thirds of the total number of issued shares of the class. | Altering rights | | --- | --- | --- | | 49. | The Company in general meeting may, from time to time, by special resolution, reduce its capital by paying of capital or cancelling capital which has been lost or is unrepresented by available assets or reducing the liability on the shares or in any other way whatsoever allowed by law, as may seem expedient, and, in particular, capital may be paid off or cancelled upon the footing that the amount may be called up again or otherwise. | Reduction of capital | | 50. | The Company may purchase or otherwise acquire ordinary shares issued by it pursuant to the relevant provisions of the Act or any other applicable law. | Purchase of own shares | | | SUB-DIVISION, CONSOLIDATION, CONVERSION AND REDENOMINATION | | | 51. | The Company may, by ordinary resolution: (a) consolidate and divide all or any of its share capital; or (b) sub-divide its existing shares, or any of them, subject, nevertheless, to the provisions of the Act, and so that, as between the resulting shares, one or more of such shares may by the resolution by which such sub-division is effected be given any preference or advantage as regards dividend, capital, voting or otherwise over the others or any other of such shares; or (c) cancel the number of shares not taken or agreed to be taken by any person; or (d) convert its share capital or any class of shares from one currency to another currency. | Sub-division, consolidation, cancellation, conversion and redenomination | | 52. | The Company may by special resolution, subject to and in accordance with the Act, convert one class of shares into another class of shares | Power to convert shares | | 53. | All provisions of this Constitution applicable to paid up shares shall apply to stock and the words share and shareholder or similar expression herein shall include stock or stockholder | Interpretation | | | BORROWING POWERS | | | 54. | The Directors may, from time to time, raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company. | Powers to borrow | | 55. | The Directors may raise or secure the repayment of such sum or sums in such manner and upon such terms and conditions in all respects as they think fit, and, in particular, by the issue of debentures or debenture stock of the Company, perpetual or otherwise, charged upon or by mortgage, charge or lien of and on the undertaking or the whole or any part of the property of the Company (both present and future), including its uncalled capital for the time being, or by making, accepting, endorsing or executing any promissory notes or bills of exchange. | Condition of borrowing |

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| --- | | 56. | Every debenture or other instrument for securing the payment of money may be made assignable free from any equities between the Company and the person to whom the same may be issued. Any debenture or debenture stock, bonds or other instruments or securities may be issued with any special privileges as to redemption, surrender, drawing, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise. | Securities assignable free from equities | | --- | --- | --- | | 57. | The Directors shall cause a proper register to be kept, in accordance with the Act, of all mortgages and charges specifically affecting the property of the Company. | Register of Mortgage | | | GENERAL MEETINGS | | | 58. | All annual general meetings of the Company shall be held in accordance with the provisions of the Act and at such place as the Directors may determine. All general meetings other than the annual general meetings are called extraordinary general meetings. | Annual general meeting | | 59. | An annual general meeting shall be convened and held by the Company as far as practically possible within the timelines provided in the Act and in such manner as provided by the provisions of this Constitution, upon the occurrence of any of the following events (whichever is the earliest): (a) If any member of the Company shall by notice or by electronic communication, sent not later than 3 months before the end of any year require the holding of an annual general meeting in that year; or (b) If any member or members representing at least 5% of the total voting rights of all members having the right to vote on a resolution at a general meeting of the Company shall, within 7 days after the text of a resolution to be passed by written means relating to matters routinely dealt with at or to be done in relation to an annual general meeting of the Company has been sent or made accessible to such member or members, notify the Company to hold a general meeting for that resolution; or (c) If any member or the auditors (if any) shall by notice to the Company, not later than 28 days from the date the financial statements, balance-sheets, and the report of the Directors and the report, if any, of the auditors and other documents required to be annexed to the balance sheet (collectively “the financial statements”), sent out to all persons entitled to receive notice of general meetings of the Company, require the holding of a general meeting for the purpose of laying out the financial statements before the Company. Except as provided in this paragraph 59 of this Constitution, any notice to the Company shall be signed under the hand of the member or the auditors (if any) and the original notice sent to the Office or to such address as may be specified by the Company for that purpose. A notice to the Company may be made by way of other means of electronic communication only if required by the Act, or if specifically agreed between that member (or the auditors, if any) and the Company by approval of the Directors, and in all cases, subject to all such security and identification procedures as required by the Company. | | | 60. | The Directors or any Director may call an extraordinary general meeting of the Company whenever they or he/she think(s) fit. | Directors may call extraordinary meeting |

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| --- | | 61. | The Directors shall, on the requisition of members pursuant to paragraph 59 of this Constitution, or of members holding in the aggregate not less than one-tenth of such paid-up capital of the Company which carry voting rights, proceed to convene an extraordinary general meeting of the Company. Such requisition, duly signed by the requisitionists, stating fully the objects of the meeting, shall be deposited at the Office. | Members may requisition extraordinary meeting | | --- | --- | --- | | 62. | For the purposes of paragraphs 59 and 61 of this Constitution, any of the Company’s paid-up capital held as treasury shares shall be disregarded. | | | 63. | If the Directors do not proceed to convene a meeting within 21 days after such deposit, the requisitionists, or any of them, holding more than one half of the total voting rights of all of them, may themselves convene an extraordinary general meeting for the business described in the requisition, to be held at such time, within 3 months from the date of such deposit, and at such place as they think fit. | If Directors neglect to call meeting requisitionists may call it | | 64. | If at any such meeting a resolution requiring confirmation at another meeting is passed, the Directors shall forthwith then convene a further extraordinary general meeting for the purpose of considering the resolution and if thought fit confirming it, and if the Directors do not convene such further meeting within 7 days from the date of the passing of the first resolution, the requisitionists or a majority of them in value may themselves convene the meeting. All meetings convened by the requisitionists under this paragraph and paragraph 63 of this Constitution shall be convened in the same manner or as nearly as possible as that in which meetings are to be convened by Directors. | Directors must convene confirmatory meeting or requisitionists may if in case of neglect | | 65. | Subject to the provisions of the Act relating to matters requiring special notice, (a) At least 21 days’ written notice of any general meeting at which it is proposed to pass a special resolution shall be given to all members whose names appear on the register of members of the Company; and (b) at least 14 days’ prior written notice of every other general meeting of the members shall be given to all members whose names appear on the register of members of the Company. A meeting of the members may be called by giving shorter notice with the written consent of the members subject to subject to the Act; but the accidental omission to give such notice or the non-receipt of such notice by any member shall not invalidate any resolution passed or the proceedings at any such meeting. | Notice of Meeting | | 66. | All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting with the exception of sanctioning a dividend, the consideration of the financial statements, Directors’ statement and the Auditor’s reports, the election of Directors in the place of those retiring and the fixing of the remuneration of the Directors and the appointment and fixing of the remuneration of the Auditors. | Special business | | 67. | Any member entitled to be present and vote at a meeting or his proxy may submit any resolution to any general meeting, provided that at least for the prescribed time before the day appointed for the meeting he shall have served upon the Company a notice in writing by him containing the proposed resolution, and stating his intention to submit the same. The prescribed time above-mentioned shall be such that, between the date that the notice is served and the day appointed for the meeting, there shall be at least 15 intervening days, and for a resolution requiring special notice under the provisions of the Act, at least 29 days. | Members may submit resolution to meeting on giving notice to Company |

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| --- | | 68. | Upon receipt of any such notice as mentioned in paragraph 67 of this Constitution, the Secretary shall include it in the notice of the meeting in any case where the notice of intention is received before the notice of the meeting is issued, and shall in any other case issue as quickly as possible to the members notice that such resolution will be proposed. | Secretary to give notice to members | | --- | --- | --- | | | PROCEEDINGS AT GENERAL MEETINGS | | | 69. | Two members present in person or by proxy shall form a quorum but if the Company has only one member, that member shall form the quorum; and in the event of a corporation being beneficially entitled to the whole of the issued capital of the Company, one person representing the corporation shall be a quorum. No business shall be transacted at a general meeting unless a quorum is present when the meeting proceeds to business. | No business to be transacted unless quorum present | | 70. | Members may participate in a meeting by means of video conference, conference telephone or other similar communication means whereby all persons participating in the meeting can hear each other, without a member or members being in the physical presence of another member or other members, and participation in the meeting in such manner shall be deemed to constitute presence in person at such meetings. The meeting shall be deemed to be held at the place where the chairman of the meeting participates in the meeting. Voting may be done verbally or otherwise by each participant according to procedures decided by the chairman of the meeting in such manner as to permit the accurate recording of each vote. | General meeting by video conference or other similar communication | | 71. | If within half an hour from the time appointed for the holding of a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case, it shall stand adjourned to the same day in the next week at the same time and place, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the member or members present shall form a quorum. | If quorum not present meeting adjourned or dissolved | | 72. | The chairman of the meeting, with the consent of any meeting at which a quorum is present, may adjourn the meeting from time to time and from place to place as the meeting shall determine. Whenever a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid, the members shall not be entitled to any notice of the adjournment or of the business to be transacted at an adjourned meeting. No business shall be transacted at an adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. | Notice of adjournment to be given | | 73. | The chairman (if any) of the Directors shall preside at every general meeting, but if there be no such chairman, or if at any meeting he shall not be present within 15 minutes after the time appointed for holding the same, or shall be unwilling to act as chairman, the members present shall choose a Director, or if no Director be present, or if all the Directors present decline to take the chair, they shall choose some member present to be chairman of the meeting. | Chairman of board to preside at meeting |

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| --- | | 74. | To the extent permitted by the Act, and save in the case of a resolution for which special notice is required, any resolution of the Company may be passed by written means in accordance with the provisions of the Act. A Special or Ordinary Resolution passed by written means may consist of several documents in the like form each signed by one or more of the Members who have the right to vote on that resolution at a General Meeting of the Company. | Resolution passed by written means | | --- | --- | --- | | | VOTES AT GENERAL MEETING | | | 75. | At a general meeting, every resolution shall be decided on a show of hands by a majority of the members present in person or by proxy and entitled to vote, unless before or upon the declaration of the result of the show of hands a poll be demanded:- (a) by the chairman of the meeting; (b) by at least 2 members present in person or by proxy and entitled to vote; (c) by any member or members present in person or by proxy and representing not less than 5% of the total voting rights of all the members having the right to vote at the meeting; or (d) by a member or members holding shares in the company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than 5% of the total sum paid upon all the shares conferring that right. Unless a poll be so demanded, a declaration by the chairman of the meeting that a resolution has been carried by a particular majority, or lost, shall be conclusive, and an entry to that effect in the minute book of the Company shall be conclusive evidence thereof without proof of the number or proportion of the votes recorded in favour of or against such resolution. | How resolution decided | | 76. | If a poll be demanded in the manner aforesaid it shall be taken at such meeting at which the poll is demanded without adjournment. | Polls to be taken at meeting | | 77. | On a show of hands, every member shall have one vote only. In case of a poll, every member shall have one vote for every share held. Votes may be given, either personally or by proxy. | Votes | | 78. | If any member be of unsound mind, he may vote by his committee or other legal curator, and such last mentioned persons may give their vote either personally or by proxy. If any member is a minor, he may vote by his guardian or one of his guardians, who may give his vote (or in the case of a written resolution, give his formal agreement) personally or by proxy. | Votes of lunatic members and minors | | 79. | Save as herein expressly provided, no person other than a member duly registered and who shall have paid everything for the time being due from him and payable to the Company in respect of his shares shall be entitled to be present or to vote on any question personally or by proxy at any general meeting. No member shall be entitled to vote at any general meeting in respect of any share that he has acquired by transfer unless the transfer duly signed, witnessed and stamped of the share in respect of which he claims to vote shall be left with the Company for registration at least 48 hours previous to the time of holding the meeting at which he proposes to vote and shall have been registered. No person not already a member, may formally agree to any written resolution, unless the transfer (duly signed, witnessed and stamped) of any share that he has acquired shall be left with the Company for registration and shall have been registered. | Members only entitled to vote if transfers registered forty-eight hours before meeting | | 80. | The instrument appointing a proxy shall be in writing under the hand of the appointer. A proxy need not be a member of the Company. | Instrument appointing proxy to be in writing |

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| --- | | 81. | The instrument appointing a proxy or a Power of Attorney or other authority shall be deposited at the Office at least 48 hours before the time appointed for holding the meeting at which the person named in such instrument proposes to vote; otherwise the person so named shall not be entitled to vote in respect of such meeting. An instrument appointing a proxy or a Power of Attorney or other authority may also give authority to the person named in the instrument (who shall sign under hand his/her specimen signature on the instrument) to formally agree to any written resolution of the Company, for and on behalf of the appointer, and shall be valid for any written resolution, the text of which proposed resolution is sent by the Company to the members for formal agreement after the date of receipt by the Company of such instrument at the registered office of the Company. | Instrument appointing proxy to be left at Office | | --- | --- | --- | | 82. | A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death of the principal or revocation of the proxy or transfer of the share in respect of which the vote is given, provided that no notice in writing of the death or revocation or transfer shall have been received at the Office at least one hour before the time fixed for holding the meeting. | When vote by proxy valid though authority revoked | | 83. | An instrument appointing a proxy shall be in the following form or as near to it as circumstances will admit: [NAME OF COMPANY] "I, ....................... of ....…............... being a member of [NAME OF COMPANY] appoint …….............. (with identification number: ………………) of .......................... with specimen signature: ……….……as my proxy, to vote for me and on my behalf at the [annual or extraordinary] general meeting of the Company [to be held on ............... day of ........................] and at any adjournment of such meeting and to sign and give formal agreement, for and on my behalf, to any resolution of the Company to be passed by written means, Signed this ..……….... day of ..............……….” | Form of Proxy | | 84. | For the purposes of paragraphs 69 to 83 of this Constitution, any reference to a member of a company does not include the Company itself where it is such a member by virtue of its holding shares as treasury shares. | | | | DIRECTORS | | | 85. | Until otherwise determined by a general meeting, the number of Directors shall not be less than one who must be ordinarily resident in Singapore. The Directors may, by a majority decision, appoint any person or persons to be Directors, who shall hold office until he is removed or the office is vacated pursuant to the provisions of this Constitution. | Number of Directors | | 86. | A Director shall not be required to hold any share qualification in the Company. | Director’s qualification |

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| --- | | 87. | The remuneration of Directors acting as such, (but excluding remuneration as an employee of the Company) other than the Managing Director (or Chief Executive Officer) shall be such sums as may from time to time be decided in general meeting. All such sums shall be divided amongst the Directors as they shall determine. | Director's remuneration | | --- | --- | --- | | 88. | The office of a Director shall ipso facto be vacated: (a) if he is or becomes disqualified by law or by any order made under the Act; (b) if a receiving order is made against him or if he makes an arrangement or composition with his creditors (unless in the case of an undischarged bankrupt, he has obtained leave of court or the permission of the Official Assignee to act as Director); (c) if he is found to be a lunatic or becomes of unsound mind; (d) if he absents himself from the meetings of the Directors during a continuous period of 6 months without special leave of absence from the Directors and they pass a resolution that he has by reason of such absence vacated office; or (e) if by notice in writing he resigns his office. | Office of Director vacated in certain cases | | 89. | A Director may at any time give notice in writing to the Company of his desire to resign and such resignation shall take effect upon the expiration of such notice. | Directors may resign on giving notice | | | POWERS OF DIRECTORS | | | 90. | The business of the Company shall be managed by or under the direction of the Directors. | Business of Company to be managed by Directors | | 91. | The Directors may exercise all the powers of a company except any power that the Act or the provisions of this Constitution require the Company to exercise in general meeting. | | | 92. | The continuing Directors may act notwithstanding any vacancy in their body; provided always that in case the Directors shall or may at any time be reduced in number for any reason to less than the number prescribed by or in accordance with the provisions of this Constitution, it shall be lawful for the remaining Director to act as Director for the purpose of filling up vacancies in the board, but not for any other purpose. | Directors may act notwithstanding vacancies, but only to fill vacancies if less than 2 | | 93. | The Directors may from time to time appoint one or more of their body to be the Managing Director (or Chief Executive Officer) or Managing Directors (or Chief Executive Officers) for such period and upon such terms as they think fit, and may from time to time remove him or them from office and appoint another or others in his or their places. The remuneration of a Managing Director (or Chief Executive Officer), if any, may be by way of salary or commission or participation in profits or by any or all of those modes. | Directors may appoint Managing Directors | | 94. | A Managing Director (or Chief Executive Officer) shall, subject to the provisions of any contract between him and the Company, be subject to the same provisions as to resignation and removal as the other Directors of the Company, and if he ceases to hold the office of Director he shall ipso facto immediately cease to be a Managing Director (or Chief Executive Officer). | Provisions to which Managing Directors will be subject |

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| --- | | 95. | The Directors may delegate any of their powers, other than the powers to borrow and make calls, to the Managing Director (or Chief Executive Officer) or to committees consisting of such members of their body as they think fit. The Managing Director (or Chief Executive Officer) or any committee so formed shall in the exercise of the power so delegated conform to any regulations that may be imposed upon them by the Directors. | Directors may delegate powers | | --- | --- | --- | | 96. | (1) A Director may hold any other office or place of profit under the Company (except that of auditor) and he or any firm of which he is a member may act in a professional capacity for the Company in conjunction with his office of Director, and on such terms as to remuneration and otherwise as the Directors shall determine. A Director of the Company may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested as vendor, purchaser, shareholder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company unless the Company otherwise directs. (2) The appointment of any Director to any executive office shall not automatically determine if he ceases to be a Director, unless the contract or resolution under which he holds office shall expressly state otherwise, in which event such determination shall be without prejudice to any claim for damages for breach of any contract of service between him and the Company. (3) The Directors may exercise the voting power conferred by the shares in any company held or owned by the Company in such manner and in all respects as the Directors think fit in the interests of the Company (including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors of such company or voting or providing for the payment of remuneration to the directors of such company) and any such Director of the Company may vote in favour of the exercise of such voting powers in the manner aforesaid notwithstanding that he may be or be about to be appointed a director of such other company. | Holding of office in other companies Exercise of voting power | | 97. | All acts done bona fide by the Directors, or by a committee of Directors, or by any person acting as a Director, shall notwithstanding it be afterwards discovered that there was some defect in the appointment of any such Director, or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every person had been duly appointed and was qualified to be a Director. | All acts done by Directors to be valid | | 98. | The Company may exercise the powers conferred by the Act with regard to having an official seal for use in any place outside Singapore as referred to in Section 41(7) of the Act which shall be a facsimile of the Seal with the addition on its face of the name of the place where it is to be used and the person affixing such official seal shall, in writing under his hand, certify on the instrument to which is it affixed the date on which and the place at which it is affixed. | Official Seal |

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| --- | | 99. | The Directors may from time to time by power of attorney appoint any corporation, firm, or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities, and discretions (not exceeding those vested in or exercisable by the Directors under the provisions of this Constitution) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him. | Attorney | | --- | --- | --- | | 100. | A Director may, by notice in writing to the Company and subject to the approval of the board of Directors, appoint any person to be his alternate Director. | Alternate Director | | 101. | The appointment of an alternate Director shall determine on the happening of any event which if he were a Director would cause him to vacate such office, or if his appointor ceases to be a Director or removes the alternate from office by notice in writing to the Company. | | | 102. | An alternate Director shall (except when absent from Singapore) be entitled to receive notices of meetings of the Directors and shall be entitled to attend and vote as a Director at any such meeting at which his appointor is not personally present and generally at such meeting to perform all functions of his appointor as a Director. If he shall attend any such meeting as an alternate for more than one Director, his voting rights shall be cumulative. If his appointor is for the time being absent from Singapore or temporarily unable to act through ill health or disability, the alternate Director's signature to any resolution in writing of the Directors shall be as effective as the signature of his appointor. To such extent as the Directors may from time to time determine in relation to any committees of the Directors, the foregoing provisions of this paragraph shall also apply mutatis mutandis to any meeting of any such committee of which his appointor is a member. An alternate Director shall not (save as aforesaid) have power to act as a Director. | | | 103. | An alternate Director shall be subject to the provisions of this Constitution but he shall not be entitled to receive from the Company in respect of his appointment as alternate Director any remuneration except only such part (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct. | | | 104. | An alternate Director shall not be taken into account in reckoning the minimum or maximum number of Directors allowed for the time being but he shall be counted for the purpose of reckoning whether a quorum is present at any meeting of the Directors attended by him at which he is entitled to vote. | | | 105. | A Director shall continue in office until he is removed or the office is vacated pursuant to the provisions of this Constitution. | Continuation of office of Directors | | 106. | The Company may by ordinary resolution appoint or remove any Director. | Directors may be removed by ordinary resolution | | | PROCEEDINGS OF DIRECTORS | |

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| --- | | 107. | The Directors or any committee of Directors may meet together for the dispatch of business, adjourn, and otherwise regulate their meeting as they think fit, and determine the quorum necessary for the transaction of business. Until otherwise determined, 2 Directors shall be a quorum but if the Company has only one Director, that Director shall form the quorum, and constitute a meeting. Questions arising at any meeting shall be decided by a majority of votes of the Directors present, each Director having one vote. Notwithstanding anything in this Constitution, if the Company has only one Director, the Director may pass any Directors’ resolution, by recording the resolution and signing the record. | Meeting of Directors Quorum | | --- | --- | --- | | 108. | Directors may participate in a meeting by means of video conference, conference telephone or other similar communication means whereby all persons participating in the meeting can hear each other, without a Director or Directors being in the physical presence of another Director or other Directors, and participation in the meeting in such manner shall be deemed to constitute presence in person at such meetings. The meeting shall be deemed to be held at the place where the chairman of the meeting participates in the meeting. Voting may be done verbally or otherwise by each participant according to procedures decided by the chairman in such manner as to permit the accurate recording of each vote. | Directors may meet by video conference or other similar communication | | 109. | At the request of any Director, the Secretary shall summon a meeting of the Directors by notice served upon the several Directors. No notice need be served on any Director absent from Singapore except that if he has appointed an alternate Director present in Singapore, the notice shall be served on the alternate Director. | Director may call meeting of board | | 110. | The Directors or any committee of Directors shall from time to time elect a chairman who shall preside at meetings, but if no such chairman be elected, or if at any meeting the chairman be not present within 15 minutes after the time appointed for holding the same, a substitute for that meeting shall be appointed by such meeting. | Chairman | | 111. | A resolution in writing or copies thereof signed under hand by a majority of the Directors (or their alternates), shall be as valid and effectual as if it had been passed at a meeting of the Directors duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more of the Directors. The expressions “in writing” and “signed” include approval by facsimile, or electronic communication by any such director. At any one time when the Company has a sole director, a resolution signed by that sole director shall for all purposes, be deemed to have been duly passed. | Resolution in writing | | | THE SEAL | | | 112. | The Company may have a Seal. Where the Company has a Seal, the Directors shall provide for the safe custody of the Seal, which shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors in that behalf, and every instrument to which the Seal is affixed shall be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose. | Custody of Seal | | | MINUTES | |

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| --- | | 113. | The Directors shall cause minutes to be duly made of all appointments of officers, and the names of Directors present at each meeting of Directors or committee of Directors, and all resolutions and proceedings of general meetings and meetings of Directors and committees of Directors (including all written resolutions of the Company or of the Directors). Any minutes of meetings of the Directors or any committee of Directors or the Company if purported to be signed by the chairman of such meeting or by the chairman at the next succeeding meeting, or in the case of a written resolution of the Company, purported to be formally agreed by the requisite number of members and in the case of a written resolution of the Directors, purported to be signed by the requisite number of Directors, shall be receivable as prima facie evidence of the matters stated in such minutes or resolution. | Minutes to be made | | --- | --- | --- | | | AUTHENTICATION OF DOCUMENTS | | | 114. | Any Director or Secretary or any person appointed by the Directors for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company or the Directors or any committee of Directors, and any books, records, documents, financial statements or accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents or financial statements are not kept at the Office, the local manager or other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Directors or any committee which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed, or as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting. Any authentication or certification made pursuant to these presents may be made by any electronic means approved by the Directors from time to time for such purpose incorporating, if the Directors deem necessary, the use of security procedures or devices approved by the Directors. | Power to authenticate documents | | | DIVIDENDS AND RESERVE FUND | | | 115. | Subject to section 403 of the Act, the Directors may with the sanction of a general meeting from time to time declare a dividend, but no such dividend shall be payable except out of the profits of the Company. Provided that when in the opinion of the Directors the profits of the Company permit, they may in their discretion declare and pay interim dividends. | Dividends | | 116. | The Directors may, before recommending such dividend, set aside out of the profits of the Company such sum as they think proper as a reserve fund, which shall at the declaration of the Directors be applicable for meeting contingencies, for the gradual liquidation of any debt or liability of the Company, or for repairing or maintaining the buildings and property connected with the business of the Company, or shall, with the sanction of the Company in general meeting, be as to the whole or in part applicable for distribution by way of bonus among the members or employees of the Company for the time being, on such terms and in such manner as the Company in general meeting shall from time to time determine, and the Directors may invest the sums from time to time set apart as a reserve fund upon such securities other than the shares of the Company as they may select, with full power to employ the assets constituting the reserve fund in the business of the Company, and without being bound to keep them separate from the other assets. | Reserve fund | | 117. | The Directors may deduct from any dividend payable to any member all such sums of money (if any) as may be due and payable by him to the Company on any account. | Unpaid calls and debts may be deducted from dividends |

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| --- | | 118. | Every dividend warrant shall be sent by post to the last registered address of the member entitled thereto, and the receipt of the person whose name at the date of the declaration of the dividend appears on the Register as the owner of the share, or, in the case of joint holders, of the holder whose name at the date aforesaid appears first on the Register, or of any person presenting a power of attorney from the holders of which the Company shall have had no notice of cancellation, shall be good discharge to the Company for all payments made in respect of such share. Payment of dividend to a member may be made by the Company by any form of electronic or telegraphic means available, including direct credit to the member’s bank account, with a notification to the member of such payment. | Dividend warrant to be sent to members by post | | --- | --- | --- | | 119. | No unpaid dividend, bonus or interest shall bear interest as against the Company. Payment of dividend to a member may be made by the Company by any form of electronic or telegraphic means available, including direct credit to the member’s bank account, with a notification to the member of such payment. | Unpaid dividends not to bear interest | | | CAPITALISATION | | | 120. | Any general meeting declaring a dividend or bonus may resolve that such dividend or bonus be paid wholly or in part by the distribution of specific assets, and in particular of paid up or partly paid up shares, debentures or debenture stock of the Company, or paid up or partly paid up shares, debentures or debenture stock of any other company, or in any one or more of such ways, and may resolve that any moneys, investments or other assets forming part of the undivided profits of the Company standing and available for dividend be capitalised and distributed by way of bonus amongst the members in accordance with their rights on the footing that they become entitled thereto as capital, and that all or any part of such bonus be applied on behalf of the members in paying up in full any unissued shares of the Company, and that such unissued shares so fully paid be distributed accordingly amongst the members in the proportions in which they are entitled to receive dividends, and shall be accepted by them in full satisfaction of the said bonus. | Capitalisation of profits | | 121. | The Directors shall give effect to any resolution passed under the provisions of paragraph 120 of this Constitution, and where any difficulty arises in regard to the distribution, they may settle the same as they think expedient and, in particular, may disregard fractional entitlements or may issue fractional certificates, and may fix the value for distribution of such specific assets or any part thereof, and may determine that cash payment shall be made to any members upon the footing of the value so fixed, in order to adjust the rights of all parties, and may invest any such cash or specific assets in trustees upon such trusts for the persons entitled to the dividend or bonus as may seem expedient to the Directors. Where necessary, a proper contract shall be filed in accordance with the Act, and the Directors may appoint any person to sign such contract on behalf of the persons entitled to the dividend or bonus and such appointment shall be effective. | Directors to give effect to capitalisation of profits | | | FINANCIAL STATEMENTS | |

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| --- | | 122. | The Company shall cause to be kept such accounting and other records as will sufficiently explain the transactions and financial position of the Company and enable true and fair financial statements and any documents required to be attached thereto be prepared from time to time, and shall cause to be kept in such manner as to enable them to be conveniently and properly audited. | Financial statements to be kept | | --- | --- | --- | | 123. | The financial statements and other records of the Company, whether in electronic form or in hard copy, shall be kept at the Office, or at such other place or places as the Directors think fit. | Location of financial statements | | 124. | The Directors shall from time to time determine whether in any particular case or class of cases or generally, and at what times and places and under what conditions or regulations, the financial statements and other records of the Company, or any of them, shall be open to the inspection of members, and no member shall have any right of inspecting any financial statements and other records of the Company, except as conferred by the Act or authorised by the Directors or by resolution of the Company in general meeting. | Financial statements and other records may be inspected by members | | 125. | Subject to any relevant exemption under the Act, at least once in every year, the Directors shall cause to be prepared and to be laid before the Company in general meeting (unless a resolution to dispense with annual general meetings is in force) the financial statements and other documents as required by and in accordance with the provisions of the Act and within such period as prescribed by the Act. All such financial statements shall comply with the requirements of the Accounting Standards and give a true and fair view of the financial position and performance of the Company, and the same shall be sent to all persons entitled to receive notice of such meeting not less than 14 days before the date of the meeting, or if a resolution to dispense with annual general meeting is in force, not less than 28 days before the end of the period allowed in the Act from the laying of the same. The same may be given, sent or served using electronic communication in the manner permitted by the Act. | Yearly financial statements | | | AUDIT AND AUDITORS | | | 126. | An Auditor shall be appointed and his duties regulated in accordance with the provisions of the Act. Every Auditor of the Company shall have a right of access at all times to the accounting and other records of the Company and shall make his report as required by the Act. | Auditors | | | SECRETARY | | | 127. | The Directors may from time to time by resolution appoint any person or persons to be the Secretary who shall be a Singapore resident and have the requisite knowledge, experience and qualifications prescribed by the Act and the Directors may in the manner aforesaid remove any person so appointed from office and may appoint another person in his or her place. The Directors may also appoint assistant or deputy secretaries. | Secretary | | | NOTICE | |

| 21 |

| --- | | 128. | Subject to the Act and to the foregoing provisions of this Constitution, any notice communication or other document (each a “Notice”) may be served by the Company upon any member or a Director either personally or by sending it through the post in a prepaid letter or by way of facsimile transmission, or by electronic mail or other electronic communication, addressed to such member or Director at his registered address as recorded in the Register. | How notice to be served on members | | --- | --- | --- | | 129. | Each member and each Director shall from time to time notify in writing to the Company his address (including his facsimile number and his electronic mailing address, if any) for the purpose of paragraph 128 of this Constitution. | Address for service of members | | 130. | Any Notice sent by post shall be deemed to have been served on the day after the envelope containing the same is posted, and in proving such service it shall be sufficient to prove that the envelope containing the notice was properly addressed and put in the post office box. Any Notice sent by the Company by facsimile or electronic mail or other electronic communication shall be deemed to have been served on the day of transmission, subject to the Company’s facsimile machine generating a report confirming the successful transmission of the entire Notice (in the case of facsimile), and no notice of undelivered mail having been received by the Company from the server or transmitting device (in the case of electronic mail). | When notice by post deemed to be served | | 131. | Any person who, by operation of law, transfer, or other means whatsoever, shall become entitled to any share shall be bound by every Notice in respect of such share which previously to his name and address being entered in the Register shall be duly given to the person from whom he derives his title to such share. | Transferees to be bound by prior notices | | 132. | Any Notice delivered or sent by post to or left at the registered address of any member or otherwise served in pursuance of the provisions of this Constitution shall, notwithstanding such member be then deceased and whether or not the Company shall have notice of his death, be deemed to have been duly served in respect of any registered shares whether held solely or jointly with other persons by such member until some other person be registered in his stead as the holder or joint holder thereof, and such service shall for all purposes of the provisions of this Constitution be deemed sufficient service of such Notice or document on his executors or administrators and all persons (if any) jointly interested with him in any share. The signature to any Notice to be given by the Company may be written, printed or affixed by electronic means. | Notice valid though member deceased | | 133. | Where a given number of day's notice or notice extending over any other period is required to be given, the day of service and the day for which such Notice is given shall not be included in such number of days or other period. | Reckoning of time | | 134. | Any notification, communication, requisition, or other document (each a “Notice”) to the Company from any member or Director, shall be actually delivered to or received by the Company at the Office or (if any) to such address as may be specified by the Company for that purpose, and in the case of a facsimile shall be deemed to be received by the Company on the date of transmission, provided that the sender’s facsimile machine has generated a transmission OK report for the entire Notice, and the original Notice (with the original signature of the member or the Director, if applicable) is posted to the Company at the Office or (if any) to such address as may be specified by the Company for that purpose, within 24 hours of transmission. | | | | INDEMNITY | |

| 22 |

| --- | | 135. | Subject to the provisions of and so far as may be permitted by the Act, every Director, manager, Secretary and other officer or servant of the Company shall be indemnified by the Company against, and it shall be the duty of the Directors out of the funds of the Company to pay, all costs, losses and expenses which any such officer or servant may incur or become liable to incur by reason of any contract entered into or act or deed done by him as such officer or servant or in any way in the discharge of his duties, including reasonable hotel, travelling and other expenses. | Indemnity by Company | | --- | --- | --- | | 136. | Subject to the provisions of and so far as may be permitted by the Act, no Director or other officer of the Company shall be liable for the acts, receipt, neglects, or defaults of any other Director or officer, or for joining in receipt or other act for conformity, or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Company shall be invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortious act of any person with whom monies, securities or effects shall be deposited, or for any loss or damage occasioned by any error of judgement or oversight on his part, or for any other loss, damage or misfortune whatsoever which shall happen in the execution of the duties of his office or in relation thereto, unless the same happens through his own wilful act, neglect or default. | Individual responsibility of Directors | | | WINDING UP | | | 137. | If the Company is wound up and the assets available for distribution amongst the members as such shall be insufficient to repay the whole of the paid-up capital of the Company, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up or which ought to have been paid up at the commencement of the winding up on the shares held by them respectively, and if in a winding up the assets available for distribution amongst the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed amongst the members in proportion to the capital at the commencement of the winding up paid up on the shares held by them respectively. This paragraph is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions. | Distribution of assets | | 138. | If the Company is wound up, whether voluntarily or otherwise, the liquidator may, with the sanction of a special resolution, divide amongst the members in specie or in kind the whole or any part of the assets of the Company, and may, with the like sanction, vest the whole or any part of such in trustees upon such trusts for the benefit of the contributories or any of them as the liquidator, with the like sanction, thinks fit. | Distribution of assets in specie |

| 23 |

| --- |

Exhibit 4.1

Exhibit4.2

DESCRIPTIONOF THE REGISTRANT’S SECURITIESREGISTERED PURSUANT TO SECTION 12 OF THESECURITIES EXCHANGE ACT OF 1934

The following description sets forth certain material terms and provisions of our securities that are registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”). This description also summarizes relevant provisions of the Companies Act, 1967 of Singapore (the “Companies Act”) applicable to such securities. The following description is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, the applicable provisions of the Companies Act and our Constitution, each of which is incorporated by reference as an exhibit to the Annual Report on Form 20-F to which this Exhibit 4.2 is filed as an exhibit. We encourage you to read the Constitution and the applicable provisions of the Companies Act for additional information.

General

For the purposes of this exhibit, references to “shareholders” or “members” mean those persons whose names and number of shares are entered in our electronic register of members. Only persons who are registered in our electronic register of members are recognized under Singapore law as our shareholders with legal standing to institute shareholder actions against us or otherwise seek to enforce their rights as shareholders.

Share Capital

New Shares

Ordinary Shares

The class of issued ordinary shares, which have identical rights rank equally with one another. There is no concept of par value or authorized share capital under Singapore law. All shares issued are fully paid and existing shareholders are not subject to any calls on shares (unless there are any unpaid or partly-paid shares). Although Singapore law does not recognize the concept of “non-assessability” with respect to newly issued shares, any purchaser or subscriber of shares who has fully paid-up all amounts due with respect to such shares will not be subject under Singapore law to any personal liability to contribute to our assets or liabilities in such purchaser’s or subscriber’s capacity solely as a holder of such shares. This interpretation is substantively consistent with the concept of “non-assessability” under most, if not all, U.S. state corporations laws. All shares are in registered form.

Transfer of Ordinary Shares

Preference Shares

Voting Rights

Dividend Rights

Pursuant to Singapore law and our Constitution, no dividend may be paid, except out of our profits. Any dividends would be limited by the amount of available distributable reserves, which, under Singapore law, will be assessed on the basis of our standalone unconsolidated accounts, which will be based upon International Financial Reporting Standards. Under Singapore law, it is also possible to effect a capital reduction exercise to return cash and/or assets to our shareholders, subject to the Provisions of the Companies Act and the Constitution.

Amendmentto Constitution

Meetingof Shareholders

Electionand Removal of Directors

Under our Constitution, subject to the Companies Act, any director shall retire at the next annual general meeting and shall then be eligible for re-election at that meeting.

Proceedingsof Board of Directors

We will be managed by, or under the direction or supervision of, our Board. This is subject to any limitations in either the Companies Act or our Constitution.

We must have at least one director who ordinarily resides in Singapore. All directors must be natural persons who have attained 18 years of age and who are otherwise of full legal capacity.

Indemnificationof Directors and Officers

We may, however, purchase and maintain for an officer insurance against any such liability in connection with any negligence, default, breach of duty, or breach of trust in relation to us.

Amalgamationsand Business Combinations

Amalgamations

Business Combinations

·	notwithstanding<br> anything in the our Constitution, our directors are not permitted to carry into effect any<br> proposals for disposing of the whole or substantially the whole of our undertaking or property<br> unless those proposals have been approved by our shareholders in a general meeting;
·	we<br> may by special resolution resolve that it be wound up voluntarily;
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·	subject<br> to the constitution of each amalgamating company, an amalgamation proposal must be approved<br> by the shareholders of each amalgamating company via special resolution at a general meeting;
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·	a<br> compromise or arrangement proposed between us and our shareholders, or any class of them,<br> must, among other things, be approved by a majority in number representing three-fourths<br> in value of the shareholders or class of shareholders present and voting either in person<br> or by proxy at the meeting ordered by the Court; and
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·	notwithstanding<br> anything in our Constitution, our directors may not, without the prior approval of our shareholders,<br> issue shares, including shares being issued in connection with corporate actions.
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CompulsoryAcquisition of Shares Held by Minority Holders

An acquiring party is generally able to acquire compulsorily the common shares of minority holders in the following ways:

By a procedure under section 210 of the Companies Act and section 70 of the IRDA known as a “scheme of arrangement”: A scheme of arrangement could be effected by obtaining the agreement of the company and of holders of its shares (or any class of shares), representing in the aggregate a majority in number and at least 75% in value of the shares or class of shares present and voting at a court ordered meeting held to consider the scheme or arrangement. The scheme of arrangement must then be sanctioned by the Court. Once an order for a scheme is approved by the Court, it binds all shareholders, including those who objected to or abstained from voting on the scheme at the scheme meeting or objected to the scheme in the Court.

By a procedure under section 215 of the Companies Act: Where a scheme or contract involving the transfer of all of the shares or all of the shares in any particular class in a company (the “transferor company”) to a person (the “transferee”) has, within four months after the making of the offer in that behalf by the transferee, been approved as to the shares or as to each class of shares whose transfer is involved by the holders of not less than 90% of the total number of those shares (excluding treasury shares) or of the shares of that class (other than shares already held at the date of the offer by the transferee, and excluding any shares in the transferor company held as treasury shares), the transferee may at any time within two months, after the offer has been so approved, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire his or her shares; and when such a notice is given the transferee shall, unless on an application made by the dissenting shareholder within one month from the date on which the notice was given or within 14 days of a statement being supplied to a dissenting shareholder pursuant to Section 215(2) of the Companies Act (whichever is the later) the Court thinks fit to order otherwise, be entitled and bound to acquire those shares on the terms that under the scheme or contract the shares of the approving shareholders are to be transferred to the transferee or if the offer contained two or more alternative sets of terms upon the terms that were specified in the offer as being applicable to dissenting shareholders.

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Anti-takeovers

·	a<br> company and its related corporations, the associated companies of any of the company and<br> its related corporations, companies whose associated companies include any of these companies,<br> and any person who has provided financial assistance (other than a bank in the ordinary course<br> of business) to any of the foregoing for the purchase of voting rights;
·	a<br> company and its directors (including their close relatives, related trusts and companies<br> controlled by any of the directors, their close relatives and related trusts);
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·	a<br> company and its pension funds and employee share schemes;
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·	a<br> person with any investment company, unit trust, or other fund whose investment such person<br> manages on a discretionary basis, but only in respect of the investment account that such<br> person manages;
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·	a<br> financial or other professional adviser, including a stockbroker, and its clients in respect<br> of shares held by the adviser and persons controlling, controlled by or under the same control<br> as the adviser, and all the funds managed by the adviser on a discretionary basis, where<br> the shareholdings of the adviser and any of those funds in the client total 10% or more of<br> the client’s equity share capital;
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·	directors<br> of a company (including their close relatives, related trusts, and companies controlled by<br> any of such directors, their close relatives and related trusts) that is subject to an offer<br> or where the directors have reason to believe a bona fide offer for the company may be imminent;
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·	partners;<br> and
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·	an<br> individual and such person’s close relatives, related trusts, any person who is accustomed<br> to act in accordance with such person’s instructions and companies controlled by the<br> individual, such person’s close relatives, related trusts or any person who is accustomed<br> to act in accordance with such person’s instructions, and any person who has provided<br> financial assistance (other than a bank in the ordinary course of business) to any of the<br> foregoing for the purchase of voting rights.
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ShareholderSuits

Standing

Personal Remedies in the Case of Oppression or Injustice

The Court has wide discretion as to the relief they may grant under such application, including, inter alia, directing or prohibiting any act or cancelling or varying any transaction or resolution, providing that we be wound up, or authorizing civil proceedings to be brought in the name of or on behalf of us by such person or persons and on such terms as the Court directs.

Derivative Actions

Section 216A of the Companies Act provides a mechanism enabling shareholders to apply to the Court for leave to bring a derivative action or commence an arbitration on behalf of the company. Derivative actions are also allowed as a common law action.

Applications are generally made by shareholders of the company, but the Court is given the discretion to allow such persons as they deem proper to apply (e.g., beneficial owner of shares).

Capitalizationof Profits and Reserves

In a general meeting, our shareholders may, upon the recommendation of the Board, capitalize any reserves or profits and distribute them as fully paid bonus shares to the shareholders in proportion to their shareholdings.

Liquidationor Other Return of Capital

Registraror Transfer Agent

The register of holders of our ordinary shares is Pacific Stock Transfer.

Exhibit10.1

THIS AMENDING AGREEMENT dated effective the 11th day of December 2019

BETWEEN:

SIDNEY CHAN an individual residing at 23H Block III Riviera Garden, Tsuen Wan, New Territories, Hong Kong (the “Lender”)

AND:

ALR TECHNOLOGIES INC. a body corporate duly incorporated pursuant to the laws of the state of Nevada and having its head office at 7400 Beaufont Springs Drive, Suite 300, Richmond, Virginia 23225 (the “Company”)

WHEREAS:

A.	The<br> Lender and the Company entered into a credit agreement on March 6, 2011 (the “Credit<br> Agreement”) as amended by further agreements dated October 24, 2011, June 15, 2012,<br> January 8, 2013, April 1, 2014, May 29, 2015 and July 1, 2016 (the “Amended Credit<br> Agreements”) whereby the Lender agreed to make available to the Company a credit line<br> equal to $8,500,000 for the Company’s operations. The following table provides a summary<br> of the Credit Agreement and subsequent amendments.
Date	Cumulative<br><br> <br>Borrowing<br><br> <br>Limit	Notes
---	---	---
March<br> 6, 2011	$2,500,000	Initial<br> Credit Agreement
October<br> 24, 2011	$2,500,000	Amendment<br> to expand use of funds
June<br> 15, 2012	$2,500,000	Amendment<br> to modify related options outstanding
January<br> 8, 2013	$4,000,000	Amendment<br> to increase borrowing limit
April<br> 1, 2014	$5,500,000	Amendment<br> to increase borrowing limit
May<br> 29, 2015	$7,000,000	Amendment<br> to increase borrowing limit
July<br> 1, 2016	$8,500,000	Amendment<br> to increase borrowing limit
B.	The<br> Lender’s spouse and the Company entered into a credit agreement on May 25, 2010 as<br> amended on January 3, 2011 whereby the Lender’s spouse agreed to make available to<br> the Company a credit line equal to $2,000,000 for the Company’s general corporate purposes.
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C.	In<br> connection with providing the line of credit and subsequent amendments to the line of credit,<br> the Company has granted:
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i)	the<br> Lender the options to acquire 4,250,001,000 shares of common stock of the Company exercisable<br> at $0.002 per share, and
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ii)	the<br> Lender’s spouse the option to acquire 720,000,500 shares of common stock of the Company<br> exercisable at $0.002 per share
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D.	The<br> Company has fully drawn down the borrowing facilities provided by the Lender and the Lender’s<br> spouse referenced in recitals A and B;
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E.	Since<br> the borrowing facilities have been fully drawn down, the Lender has provided approximately<br> $1,200,000 of advances to the Company in excess of the borrowing limit on the $8,5000,000<br> credit line;
---	---
F.	The<br> Company requires additional financing to fund the period to secure pilot programs for its<br> Diabetes Management System product;
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G.	The<br> Company and the Lender have agreed to amend the Credit Agreement to increase the borrowing<br> limit on the credit line by $1,800,000 from $8,500,000 to $10,300,000 and incorporate additional<br> terms into the Credit Agreement and Amended Credit Agreements;
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H.	In<br> connection with increasing the borrowing limit on the credit line, the Company will grant<br> the Lender the option to acquire 120,000,000 shares of common stock at a price of $0.015<br> per share for a term of five years, and
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I.	The<br> Lender is the Chairman of the Board of Directors and Chief Executive Officer of the Company.
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NOWTHEREFORE in consideration of the mutual covenants and agreements herein, the parties agree as follows:

1.	The<br> Lender agrees to increase the borrowing limit on the line of credit to ten million three<br> hundred thousand dollars ($10,300,000) of the United States of America;
2.	Amounts<br> advanced by the Lender to the Company in excess of the borrowing limit of $8,500,000 will<br> be deemed to have been advanced under this agreement and will bear interest from the date<br> of advance under the terms of the Credit Agreement;
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3.	As<br> additional consideration for the Line of Credit, the Company agrees to grant the Lender the<br> option to acquire 120,000,000 shares of common stock of the Company (the “Option”)<br> on the following terms and conditions:
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(a)	each<br> Option will entitle the Lender to acquire one share of capital stock (the “Option Shares”)of<br> the Company at $0.015 per Share (the “Exercise Price”) for five years from the<br> date of this Amending Agreement;
(b)	the<br> Lender may pay the Exercise Price by applying or offsetting unpaid principal and / or accrued<br> interest hereunder;
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(c)	The<br> options may be exercised by the Lender by giving notice in writing to the Company of the<br> number of shares in respect of which the options are being exercised and by (i) enclosing<br> a certified cheque for the amount of the option price payable in favour of the Company or<br> (ii) by notifying the Company that a portion of the indebtedness outstanding under the Line<br> of Credit equal to the option price should be applied toward the option price and upon the<br> issuance of the Option Shares, such indebtedness shall be reduced accordingly;
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(d)	The<br> Company will reserve in its treasury, sufficient shares to permit the issuance and allotment<br> of shares to the Lender in the event the Option is exercised;
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(e)	The<br> Option will be transferable or assignable by the Lender;
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(f)	The<br> Option cannot be terminated or cancelled by the Company;
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(g)	The<br> Option Shares delivered pursuant to the exercise of the Option may bear a restrictive legend<br> which could restrict the transferability or ability to sell those shares for a period of<br> time in accordance with the rules of applicable securities acts;
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(h)	The<br> Lender agrees that the Company’s shares of common stock have not been approved or disapproved<br> by the United States Securities and Exchange Commission, any state securities agency, or<br> any foreign securities agency;
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(i)	In<br> the event of any subdivision, consolidation or other change in the share capital of the Company<br> while any portion of the Option is outstanding, the number of shares under option to the<br> Lender and the price thereof will be adjusted, in an equitable manner, in accordance with<br> such subdivision, consolidation or other change in the share capital of the Company. The<br> adjustments, if any, shall be determined by the auditors of the Company whose decision<br> shall be binding on the parties hereto;
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(j)	The<br> Lender will complete, execute and deliver to the Company such further documents and assurances<br> as maybe necessary to carry out the terms of the Option;
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(k)	The<br> Company shall not issue any shares pursuant to the exercise of the Option unless the exercise<br> of such Option and the issuance and delivery of such shares of common stock complies with<br> all applicable laws, and such issuance may be further subject to the approval of counsel<br> for the Company with respect to such compliance, including the availability of an exemption<br> from prospectus and registration requirements for the issuance and sale of such Shares. The<br> inability of the Company to obtain from any regulatory body the authority deemed by the Company<br> to be necessary for the lawful issuance and sale of the Optioned Shares, or the unavailability<br> of an exemption from prospectus and registration requirements for the issuance and sale of<br> the Optioned Shares, shall relieve the Company of any liability with respect to the non-issuance<br> or sale of such Optioned Shares. If the terms and conditions of this Amending Agreement do<br> not, in the reasonable opinion of counsel for the Company, comply with all applicable laws,<br> the Company and the Optionee will, within thirty (30) days of a written request execute and<br> deliver an amendment to such terms and conditions, such that the terms and conditions, as<br> amended, will, in the reasonable opinion of counsel for the Company, be in compliance with<br> all Applicable Laws.
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4.	All<br> notices or other communications from one party to the other ("Notices") shall<br> be in writing and shall be delivered to the respective addresses of the parties and sent<br> by e-mail with receipt requested to:
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i.	If<br> to the Lender :
---	---

Sidney Chan

23H Block III Riviera Garden

Tsuen Wan, New Territories

Hong Kong

Email: sidney.chan@alrt.com

ii. If to the Company:

ALR Technologies Inc.

7400 Beaufont Springs Drive,

Suite 300,

Richmond, Virginia,

United States of America, 23225

Attention: Ken Robulak

Email: ken.robulak@alrt.com

Notice shall be effective on the day following the business day on which it was sent. Either party may give written notice of change of address in the same manner, in which event such notice shall thereafter be given to it as above provided at such changed address.

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

The Company waives presentment, protest, demand, notice of protest, notice of dishonor or non-payment of this Line of Credit, 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 Line of Credit or any delay or failure by Lender to exercise any rights hereunder.

7.	No<br> waiver or modification of any of the terms of this Line of Credit shall be valid or binding<br> unless set forth in writing specifically referring to this Line of Credit and signed by the<br> Lender and Company, and then only to the extent specifically set forth therein.

8.	The<br> Credit Agreement, the Amended Credit Agreements and this Amending Agreement shall<br> be governed by and construed in accordance with the laws of the State of New York and<br> the laws of the United States of America applicable therein. This provision will supersede<br> any conflicting provision in the Credit Agreement or the Amended Credit Agreements.
9.	In<br> the event of any conflict between the terms of this Amending Agreement and the terms of the<br> Credit Agreement<br> or the Amended Credit Agreements, the terms within<br> this Amending Agreement will prevail.
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10.	The<br> Company, at its expense and at the Lender’s request, shall sign (or cause to be signed)<br> all further documents or do (or cause to be done) all further acts and provide all reasonable<br> assurances as may reasonably be necessary or desirable to give effect to this Line of Credit<br> Agreement.
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11.	The<br> Credit Agreement, the Amended Credit Agreements and this Amending Agreement enure to the<br> benefit of and binds the parties’ respective successors and permitted assigns.
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12.	This<br> Amending Agreement may be executed in any number of counterparts, which taken together shall<br> form one and the same agreement in writing, and further, this Amending Agreement<br>may be executed and delivered by telecopier or facsimile transmission, scanned email attachment, portable document format (pdf) or other<br>electronic copy, which shall be binding on the Parties as though originally executed and delivered and notwithstanding their date of<br>execution they shall be deemed to be dated as of the date hereof.
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13.	Any<br> dispute, controversy or claim arising out of or in relation to the Credit Agreement, the<br> Amended Credit Agreements and this Amending Agreement, including, but not limited to, its<br> existence, legal validity, or interpretation which was not resolved by discussion and negotiation<br> within 30 business days, will be finally settled by a single arbitrator, selected by the<br> Company, in accordance with the rules of the American Arbitration Association. The parties<br> expressly agree to confer upon the arbitrator the powers to fill gaps, cure contractual omissions<br> and to perform all other activities which the arbitrator may deem necessary and desirable<br> for efficient resolution of the dispute. The place of arbitration will be at New York City,<br> in the State of New York, unless otherwise mutually agreed. The parties undertake to fully<br> abide by the award rendered by the arbitrator without delay. Failing timely compliance with<br> the arbitrator`s award, judgment upon the award or any other appropriate procedure may be<br> entered or sought in any court having jurisdiction thereof to secure enforcement of said<br> award. The costs incurred with respect to arbitration will be shared equally by the parties,<br> provided however, that each party will bear the cost of its own experts, evidence, legal<br> fees. Notwithstanding the foregoing, in the discretion of the arbitrator, any award may include<br> legal fees, if the arbitrator expressly determines that the party against whom the award<br> is entered has caused the dispute to be submitted to arbitration in bad faith or as a dilatory<br> tactic.
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14.	Except<br> as amended by this Amending Agreement, all other terms and conditions of the Credit Agreement<br> and the Amended Credit Agreement shall remain in force and unaltered.
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15.	Nothing<br> in this Amending Agreement is intended to amend, modify or alter the options previously granted<br> to the Lender or the Lender’s Spouse.
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-[Rest of the Page Intentionally Blank] -

The parties have hereunto caused these presents to be executed as of the day and year first above written.

	ON BEHALF OF ALR TECHNOLOGIES INC.
“Sidney Chan”	“Ken Robulak”
Mr.<br> Sidney Chan	Name:<br> Ken Robulak
	Member<br> of the Board of Directors
	“Alfonso Salas”
	Name:<br> Alfonso Salas
	Member<br> of the Board of Directors

Exhibit 10.2

Exhibit10.3

Date: August 7, 2021

Mdm Christine Kan

Singapore

Dear Christine

LETTEROF EMPLOYMENT

We, ALR Technologies SG Pte Ltd (“Company”), are pleased to offer you employment in the Company on the following terms and conditions (“Agreement”).

1.	APPOINTMENT
1.1	Your<br> job designation at the Company is set out in Schedule A. Your position is considered to be<br> at a executive level. Your main duties and responsibilities are set out in Schedule B.
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1.2	You<br> shall:
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(a)	use<br> your best endeavours in the performance of your duties, as may from time to time be assigned<br> to you;
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(b)	devote<br> necessary and reasonable amount of your time, attention and abilities to such duties during<br> the hours of work and at other times as reasonably necessary;
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(c)	perform<br> your duties faithfully and diligently;
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(d)	follow<br> lawful and reasonable directions given to you by the Company;
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(e)	promote<br> the interests of the Company; and
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(f)	comply<br> with all applicable laws in the performance of your duties.
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1.3	The<br> Company may from time to time require you to perform such other reasonable duties in the<br> interests of the Company and its Affiliates, and the Company will advise you in writing in<br> advance if this happens. “Affiliates”<br> means with respect to any entity or person, all entities which are controlling, controlled<br> by or under common control with such entity or person (including any investment vehicle of<br> such entity or person), or in relation to an individual, his family and relatives, as well<br> as any business, company or corporation which they have an interest in. “control”<br> means the power to elect or appoint a majority of directors or to direct the management of<br> the first-mentioned entity, or the ownership of more than 50% of the voting rights of the<br> shares or other equity interests or registered capital of such entity.
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1.4	The<br> Company may at its discretion make changes to your job designation and/or duties from time<br> to time and give you written notice of such change. If your job designation, duties or reporting<br> structure change, this Agreement will continue to apply to your employment unless you and<br> the Company:
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(a)	enter<br> a new written employment agreement; or
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(b)	vary<br> this Agreement in writing.
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1.5	You<br> shall not during the continuance of your employment be directly or indirectly engaged, interested<br> or invested in any capacity in any trade, business, occupation or activities that is in direct<br> conflict with the<br>interests and business of the Company, without the prior approval in writing of the Company (which may be withheld by the Company at<br>its sole discretion).
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1.6	You<br> shall not during the continuance of your employment accept any gift, gratuity, favour or<br> benefit of any kind from a customer, client, supplier or prospective customer, client or<br> supplier of the Company that could reasonably cause influence or create the pressure for<br> return of a benefit, without the prior approval in writing of the Company (which may be withheld<br> by the Company at its sole discretion).
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1.7	In<br> your capacity as set out in Schedule A, you will report to the person set out in Schedule<br> A (“Superior”)<br> or as otherwise directed by the Company.
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2.	COMMENCEMENT DATE AND TERM OF SERVICE
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2.1	Your<br> appointment shall commence on the date set out in Schedule A (“Commencement Date”)<br> and shall continue [unless it is terminated in accordance with paragraph 0 or 6 (as the case<br> may be). If you do not commence work at all after accepting the Company’s offer of<br> employment, you acknowledge that the Company may have to incur additional resources to engage<br> another candidate to fill your position. In such circumstances, you agree that the Company<br> will have the right to seek compensation from you for all losses suffered, and you agree<br> to pay the Company liquidated damages equivalent to any fee paid to a third party for human<br> resource services in connection with your employment.
3.	PLACE OF WORK AND HOURS OF WORK
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3.1	You<br> will be based at the address set out in Schedule A or at such other place as may be determined<br> by the Company. You may be required to travel on the business of the Company in the performance<br> of your duties without additional remuneration.
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3.2	Your<br> working hours are as set out in Schedule A. You will perform such hours of work as are necessary<br> to perform your duties. Because of the nature of your position, you agree to work reasonable<br> additional hours (including on weekends and public holidays) of overtime in order to perform<br> your duties. Your remuneration has been set taking these factors into account.
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4.	REMUNERATION
4.1	Your<br> remuneration is set out in Schedule A, subject to such statutory deductions and/or withholdings<br> as may be required in accordance with any applicable legislation in force in Singapore, including<br> but not limited to (a) any Central Provident Fund (“CPF”) contributions,<br> if any, required under the Central Provident Fund Act (Chapter 36) of Singapore, and (b)<br> any withholding of salary or any other sum due to you for tax clearance purposes, required<br> under the Employment Act (Chapter 91) of Singapore.
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4.2	The<br> salary shall be subject to annual review by the Company.
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4.3	You<br> may be eligible for bonus where applicable. The amount of any bonus payments may vary from<br> time to time. Your eligibility for and amount of bonus payments are within the Company’s<br> sole and complete discretion. Your eligibility for any bonus is set out in Schedule A.
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4.4	Where<br> applicable, you may be given an allowance for travel, communications and entertainment, the<br> amount of which is within the Company’s sole and complete discretion and subject to<br> a maximum amount as set out in Schedule A.
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4.5	All<br> personal income tax on salaries, allowances, bonuses and/or perquisites will be borne by<br> you.
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4.6	Any<br> benefits that you may be entitled to are set out in paragraph 7 and Schedule A.
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4.7	The<br> Company will reimburse you for all reasonable expenses incurred in the performance of your<br> duties, subject to the Company’s Policies (as<br> defined in paragraph 12 below).
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5.	PROBATION
5.1	Where<br> applicable, from the date of commencement of your employment, you will be subject to a probationary<br> period as set out in Schedule A and your performance and conduct will be monitored. Where<br> it is reasonable to do so, the Company may extend the probationary period and any rights<br> that would accrue to you after your probation will consequently be deferred until the completion<br> of any such extended probationary period.
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5.2	Where<br> applicable, either party may end your employment during the probationary period by giving<br> seven (7) days’ written notice to the other party.
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5.3	Where<br> applicable, at the end of the probationary period, your conduct and performance will be reviewed<br> and if they are found to be satisfactory your employment will be confirmed. There will be<br> no salary adjustment upon confirmation.
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6.	TERMINATION
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6.1	Either<br> party may terminate this appointment by giving written notice to the other party. The notice<br> period is set out in Schedule A.
6.2	If<br> notice of termination of employment is given by either party, the Company may at its discretion:
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(a)	pay<br> you in lieu of the applicable notice period and require you to stop working from the date<br> of notice of termination; or
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(b)	require<br> you to work for part of the applicable notice period and pay you in lieu of the balance of<br> the period,
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and you will comply with any such directions if they are given by the Company, including but not limited to any instructions the Company may give in connection with the handing over of work and the dealing or communication with any of its customers and/or suppliers.

6.3	The<br> Company shall be entitled to terminate your employment immediately upon written notice (but<br> without prejudice to the rights and remedies of the Company for any breach of this Agreement<br> and to your continuing obligations hereunder) in any of the following cases, namely:
(a)	if<br> you commit any material or persistent breach of any of the provisions contained herein;
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(b)	if<br> you are guilty of any grave misconduct or willful neglect in the discharge of your duties<br> hereunder;
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(c)	if<br> you commit an act, whether at work or otherwise, which brings the Company into disrepute;
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(d)	if<br> you become bankrupt or make any arrangement or composition with your creditors;
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(e)	if<br> you become of unsound mind; or
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(f)	if<br> you are convicted of any criminal offence other than an offence which in the reasonable opinion<br> of the board of directors of the Company does not affect your position at the Company.
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6.4	Before<br> your employment ends or at the request of the Company, you must return to the Company all<br> property belonging to the Company, including but not limited to access cards, communication<br> devices, computers, documents (both physical and electronically stored copies), keys and<br> all other things of every type that were acquired or prepared in connection with Company<br> business and/or in the course of your employment. Failure to do so by you may result in the<br> Company making appropriate deductions and/or enforcing all rights it may have under this<br> Agreement and/or under applicable law against you.
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6.5	Where<br> applicable and to the extent permitted by law, any outstanding advances or other payments<br> that may be due to the Company by you will be deducted before payment of any amounts is made<br> to you upon termination of employment.
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6.6	You<br> acknowledge that any salary and/or any bonus to be paid to you at the end of your employment<br> will be subject to any tax deductions (including but limited to withholding tax) that may<br> be applicable in accordance with the law for the time being in force.
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7.	LEAVE AND BENEFITS
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7.1	You<br> shall be entitled to the following:
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(a)	health<br> and medical insurance and benefits generally accorded by the Company to employees holding<br> a similar position, as may be determined by the Company, and any other benefits as may be<br> set out in Schedule A;
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(b)	paid<br> annual leave as set out in Schedule A, subject to the following provisions:
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(i)	if<br> you have not completed twelve (12) months of continuous service in any calendar year your<br> annual leave entitlement will be calculated in proportion to the completed months of service<br> in that year;
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(ii)	each<br> year’s leave entitlement must be taken within twelve (12) months from the accrual date<br> and the Company will not make any payment in lieu of you not taking your annual leave. In<br> the event of a termination of your employment, you may utilise your leave to offset the notice<br> period. If you have accrued untaken annual leave at the time your employment ends, this will<br> be paid out to you; and
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(iii)	annual<br> leave may be taken at a mutually convenient time, subject to the prior approval of the Company;
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(c)	paid<br> sick leave as set out in Schedule A, subject to the following provisions:
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(i)	you<br> are entitled to take sick leave if you are unable to attend work due to illness or injury<br> as certified by a medical practitioner, provided that you notify the Company as soon as practicable<br> of your absence. For the avoidance of doubt, sick leave includes hospitalisation and out-patient<br> sick leave;
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(ii)	sick<br> leave is available only for circumstances where an illness or injury genuinely prevents you<br> from attending work as certified by a registered medical practitioner. Any abuse of this<br> entitlement will be considered serious misconduct; and
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(iii)	you<br> must immediately inform your Superior or such other party the Company may designate if you<br> are certified by a registered medical practitioner as being unfit for work. The relevant<br> medical certificates must be submitted to the Company in accordance with the Company’s<br> Policies (as defined in paragraph 12 below);<br> and
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(d)	such<br> other paid and unpaid leave as set out in Schedule A.
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7.2	You<br> may be required to work on gazetted public holidays. For each gazetted public holiday on<br> which the Company requires you to work, your entitlement is set out in Schedule A.
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8.	RESTRICTIVE COVENANTS
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8.1	You<br> hereby agree that for the duration of your employment with the Company and for a period of<br> six (6) months commencing from your last day of service with the Company, you shall not at<br> any time:
(a)	on<br> your own behalf or on the behalf of or in association with a third party or in any capacity<br> whatsoever, entice or seek to entice away from the Company and/or any of its affiliates,<br> any directors, officers or employees, whether or not any such person would thereby commit<br> a breach of his or her contract of service or employment;
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(b)	on<br> your own behalf or in association of or in association with any third party or in any capacity<br> whatsoever, solicit or seek to solicit the business of any person, firm, company or party<br> which at any time has been a customer or client of, or supplier of goods or services to,<br> the Company and/or any of its affiliates, in competition with the Company and/or any of its<br> affiliates; and
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(c)	be<br> engaged, concerned or interested whether directly or indirectly and whether on your own behalf<br> or on behalf of or in association with any third party or in any capacity, whatsoever, in<br> operating, performing, carrying on, or being employed by any business that competes with<br> the business carried on by the Company and/or any of its affiliates for the time being in<br> any territory which the Company and/or any of its affiliates operate.
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8.2	You<br> further agree that:
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(a)	the<br> restrictions contained in this paragraph 8 are no greater than is reasonable and necessary<br> for the protection of the interests of the Company. If any such restriction shall be held<br> to be void but would be valid if deleted in part or reduced in application, such restriction<br> shall apply with such deletion or modification as may be necessary to make it valid and enforceable;
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(b)	your<br> salary paid under this Agreement includes consideration for the obligations you have agreed<br> to in paragraphs 8, 9 and 10 and that no other payments will be made to you during the period<br> of your obligations and/or restrictions under paragraphs 8, 9 and 10;
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(c)	you<br> intend the obligations and/or restrictions under paragraphs 8, 9 and 10 to operate to the<br> maximum extent;
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(d)	damages<br> may be inadequate to protect the Company’s interests and the Company is entitled to<br> seek and obtain injunctive relief, or any other remedy, in any court in connection with the<br> obligations and/or restrictions under paragraphs 8, 9 and 10; and
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(e)	the<br> obligations and/or restrictions under paragraphs 8, 9 and 10 are separate, distinct and several,<br> so that the unenforceability of any obligation and/or restriction does not affect the enforceability<br> of the other obligation and/or restriction.
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8.3	Your<br> obligations under this paragraph 8 will continue after your employment ends.
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9.	CONFIDENTIALITY AND DATA PROTECTION

9.1	You<br> shall not, during the continuance of your employment, or at any time after its termination:
(a)	disclose<br> to any person or persons (except to those authorised by the Company to know, or as otherwise<br> required by law);
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(b)	use<br> for your own purposes or for any purposes other than those of the Company; or
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(c)	through<br> any failure to exercise all due care and diligence cause any unauthorised disclosure of,
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any information about the Company or its business (including but not limited to any idea, concept, trade secret, financial information, customer and supplier information, process or know-how, procedures, data, marketing plans, business plans, unpublished balance sheets, budgets, licenses, pricing, costs and customer and supplier lists) that:

(i)	comes<br> to your notice in the course of your employment; or
(ii)	is<br> generated by you in the course of performing your duties,
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that the Company considers to be confidential (whether or not marked confidential) or is not in the public domain (unless in the public domain because of a breach of confidentiality).

9.2	You<br> must, without any limit on your duty of fidelity towards the Company, at all times not use<br> or disclose any Confidential Information unless the use or disclosure is:
(a)	required<br> by law;
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(b)	made<br> as part of the proper performance of your duties under this Agreement; or
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(c)	agreed<br> to by the Company in writing.
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9.3	You<br> must take all reasonable and necessary precautions to maintain the secrecy and prevent disclosure<br> of Confidential Information. Confidential Information should not be disclosed even within<br> the Company except as necessary for you to perform your duties or on a need-to-know basis.<br> Unless you have obtained the Company’s consent in writing, you must not present, publish<br> or otherwise disclose in any form or media any Confidential Information.
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9.4	All<br> records, papers, notes, reports, memoranda and all other documents (and all copies thereof)<br> prepared, kept or obtained by you containing Confidential Information (in both physical and<br> electronically stored formats) will be and remain the property of the Company and you will<br> return all of the same that may be in your possession forthwith upon your employment ending.
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9.5	You<br> acknowledge that any disclosure by you of Confidential Information would materially harm<br> the Company.
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9.6	These<br> restrictions continue to apply after the termination of your employment but shall cease to<br> apply to Confidential Information which may become available to the public generally (unless<br> in the public domain because of a breach of confidentiality).
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9.7	You<br> agree and consent that the Company may, where reasonably necessary, access, view, collect<br> and/or retain any data which is saved, processed, transmitted and/or generated in computing<br> devices, e-mail services and/or any storage devices provided to you.
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9.8	You<br> agree and consent that the Company may collect, use, disclose and process your personal data<br> for the purposes of managing and administering your employment with the Company.
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9.9	You<br> will comply with all applicable law in connection with the protection of personal data, including<br> but limited to the Personal Data Protection Act 2012. You will also comply with the Company’s<br> Policies (as defined in paragraph 12 below) in connection with personal data protection and/or<br> privacy.
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10.	INTELLECTUAL PROPERTY

10.1	You<br> agree that the Company, its Affiliates and/or its assigns own all the IP Rights in the Company’s<br> Confidential Information. “IP Rights” shall mean any and all worldwide<br> intellectual property rights, whether registered or unregistered, and similar rights, and<br> include without limitation patents, utility models, design rights, semiconductor property<br> rights, copyrights and ancillary copyrights, rights in trade marks, trade names, titles,<br> trade secrets and know-how, rights deriving from corresponding applications of such rights,<br> as well as rights in and entitlements to such rights, and other intellectual property and<br> proprietary rights.
10.2	You<br> agree that the Company will own the IP Rights to any information, inventions, creations or<br> works of authorship created by you in the course of performing your duties under this Agreement.<br> You agree to transfer any such IP Rights, to the fullest extent legally permissible, to the<br> Company. Where such transfer is not legally permissible or effective, you hereby grant the<br> Company an exclusive licence to use such IP Rights for all uses currently known and unknown,<br> without any fee or other consideration being payable. Such licence is granted as broadly<br> as legally possible and shall in particular, but without limitation, be unlimited (in respect<br> of duration, territorial scope and scope of the rights concerned), exclusive, irrevocable<br> and transferable and shall include the right to grant sub-licences to third parties. In particular,<br> the licence shall include rights to permanently or temporarily reproduce the works underlying<br> the respective IP Rights by any means and in any form, in part or in whole (including the<br> loading, displaying, running, transmission or storage of works for the purposes of execution<br> and processing of data or transmission to picture, sound and other data storage media) and<br> the right to distribute, display and present such works and the right to make available such<br> works to the public (for example via internet), and to transmit and to display the works<br> by any means. The licence also includes rights to amend, translate, adapt, arrange and otherwise<br> alter the works and to use such results in the same way as the original works.
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10.3	Where<br> required by the Company, you will perform further deeds, acts or declarations to entitle<br> the Company and/or its assigns to ensure the licence mentioned above in its favour. You agree<br> to execute any such further deeds or documents and to undertake any such further acts or<br> make any requisite declarations forthwith. Any costs accruing in this context shall be borne<br> by the Company.
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10.4	You<br> will not infringe any of the Company’s IP Rights during your employment with the Company<br> and after your employment ends.
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10.5	Your<br> obligations under this paragraph 10 will continue after your employment ends.
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11.	HEALTH AND SAFETY REGULATIONS

The company is committed to provide a safe working environment for all employees. You are required to abide by all health and safety rules and procedures operating within the Company.

12.	OTHER TERMS AND CONDITIONS

12.1	Use of Company Infrastructure: You will use the Company’s technology infrastructure<br> (including but not limited to computers, electronic devices, software, copying machines and<br> email accounts) solely for purposes related to the purposes of performing your duties and<br> reasonable personal use only.
12.2	Company Policies: The Company has various policies and procedures (collectively “Policies”)<br> that may be implemented and amended from time to time. You acknowledge that such Policies<br> are and/or will also be terms and conditions of your contract of employment with the Company.<br> You must familiarise<br>yourself with these Policies and you agree to comply with them to the extent that they impose specific obligations on you.
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12.3	Compliance with Applicable Law: In addition to this Agreement and to any Policies, your contract<br> of employment with the Company will also be in accordance with applicable law for the time<br> being in force.
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12.4	Litigation and Regulatory Cooperation: You shall cooperate fully with the Company in the defence<br> or prosecution of any claims or actions now in existence or which may be brought in the future<br> against or on behalf of the Company which relate to events or occurrences that transpired<br> while you were employed by the Company. Your full cooperation in connection with such claims<br> or actions shall include, but not be limited to, being available to meet with counsel to<br> prepare for discovery or trial and to act as a witness on behalf of the Company at mutually<br> convenient times. You shall also cooperate fully with the Company in connection with any<br> examination or review of any government authority as any such examination or review relates<br> to events or occurrences that transpired while you were employed by the Company. If such<br> cooperation is required after you cease to be employed by the Company, the Company shall<br> pay you for such cooperation a consulting fee of United States Dollars One Hundred (US$100.00)<br> per hour, payable monthly in arrears, and will reimburse you for any reasonable pre-approved<br> out-of-pocket expenses incurred in connection therewith. The Company shall not reimburse<br> you the cost of independent legal counsel or the cost of other advisors you may elect to<br> retain. This provision shall survive expiration or termination of this Agreement, regardless<br> of the reason for termination of this Agreement.
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12.5	Complete Agreement: This Agreement, the Policies, and any subsequent written amendments or written<br> agreements, constitute the whole and only agreement between the parties hereto. Neither party<br> will have any claim against the other with respect to any agreement or understanding, whether<br> written or oral, made prior to the date hereof.
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12.6	No Assignment: You may not make any assignment of this Agreement or any interest herein,<br> by operation of law or otherwise, without the prior written consent of the Company, except<br> that payments to be made to you pursuant to Clauses 15, 16 and 17 below may be assigned by<br> you, in whole or in part, conditionally or irrevocably, without the consent of the Company<br> to a charity of your choice. The Company shall be entitled to assign this Agreement without<br> your consent to any Affiliates of the Company on written notice provided there is no material<br> change to your terms of employment. This Agreement shall inure to the benefit of and be binding<br> upon the Company and you, their respective successors, executors, administrators, heirs and<br> permitted assigns.
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12.7	Enforceability: If any portion or provision of this Agreement shall to any extent be declared illegal<br> or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement,<br> or the application of such portion or provision in circumstances other than those as to which<br> it is so declared illegal or unenforceable, shall not be affected thereby, and each portion<br> and provision of this Agreement shall be valid and enforceable to the fullest extent permitted<br> by law.
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12.8	Waiver: No waiver of any provision hereof shall be effective unless made in writing and signed<br> by the waiving party. The failure of any party to require the performance of any term or<br> obligation of this Agreement, or the waiver by any party of any breach of this Agreement,<br> shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver<br> of any subsequent breach.
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12.9	Amendment: This Agreement may be amended or modified only by a written instrument signed by you<br> and by a duly authorized representative of the Company.
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12.10	Notices: Any notices, request, demands and other communications provided for by this Agreement<br> shall be sufficient if in writing and delivered in person or sent by registered or certified<br> mail, postage prepaid (in which case notice shall be deemed to have been given on the third<br> day after mailing), or by overnight delivery by a reliable overnight courier service (in<br> which case notice shall be deemed to have been given on the day after delivery to such courier<br> service) to you at the last address you have<br>filed in writing with the Company or, in the case of the Company, at its main offices, Attention: Board of Directors.
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12.11	Governing Law: It is the intention of the parties hereto that this Agreement and the performance<br> hereunder be construed in accordance with, and under and pursuant to the laws of Singapore<br> and that in any action or other proceeding that may be brought arising out of, in connection<br> with, or by reason of this Agreement, the laws of Singapore shall be applicable without regard<br> to the jurisdiction in which any action or other proceeding may be instituted.
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12.12	Dispute Resolution: Any dispute arising out of or in connection with this Agreement, including<br> any question regarding its existence, validity or termination, shall be referred to and finally<br> resolved by arbitration administered by the Singapore International Arbitration Centre in<br> accordance with the Arbitration Rules of the Singapore International Arbitration Centre for<br> the time being in force, which rules are deemed to be incorporated by reference in this Clause.<br> The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator.<br> The language of the arbitration shall be English.
12.13	Acknowledgment and Consents: You hereby acknowledge, agree and consent as follows:
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(a)	all<br> restrictions contained herein are reasonable and valid and are essential to the protection<br> of the interests of the Company and the survival of its activities
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(b)	in<br> the event of a breach of any provision of this Agreement, the Company will suffer irreparable<br> harm and monetary damages will not be sufficient to compensate for the breach. Accordingly,<br> in the event of an anticipated breach, the Company may suffer irreparable harm and monetary<br> will not be sufficient to compensate for the breach. Accordingly, in the event of a breach<br> or anticipated breach, the Company may petition a court for preliminary and permanent equitable<br> relief, including injunctive relief in order to prevent or put an end to any such breach<br> and for an accounting of all profits and benefits arising out of such breach. Such rights<br> and remedies shall be cumulative and in addition to any other relief, rights and remedies<br> which the Company may have under the law, including but not limited to reasonable legal fees;
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(c)	you<br> hereby waive all defences to the strict enforcement of this Agreement by the Company;
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(d)	nothing<br> herein shall be construed so as to limit or restrict any remedy at law which the Company<br> or you may have against the other party for any breach of this Agreement.
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12.14	Indemnity:<br> You hereby agree to indemnify, hold harmless, and defend the Company and its officers, directors,<br> partners, shareholders, executives, employees, and agents thereof, for and against any and<br> all claims, actions, judgments, losses, obligations, liabilities, damages, costs and expenses,<br> including attorneys’ fees, arising from, related to, or having as their basis, this<br> Agreement; your breach of the terms of this Agreement; the access to, or disclosure or use<br> of, Confidential Information by you or your agents; and any other fraud, willful or grossly<br> negligent act or omission by you or your agents.
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The Company hereby agrees to indemnify, hold harmless, and defend you for and against any and all claims, actions, judgments, losses, obligations, liabilities, damages, costs and expenses, including attorneys’ fees, arising from, related to, or having as their basis your performance of the services required of you under the terms of this Agreement, with the exception that the Company shall not indemnify you for claims, actions, judgments, losses, obligations, liabilities, damages, costs or expenses, against you, arising from, related to, or having as their basis acts or omissions by you or your agent(s) involving fraud, gross incompetence, gross negligence, or willful misconduct.

12.15

Employee Review: You acknowledge that you have reviewed the contents of this Agreement and fully understand its terms. You acknowledge that you are fully aware of your right to the advice of counsel, and that you understand the potentially adverse interest of the parties with respect to this Agreement. You further acknowledge that no representations have been made with respect to income or other tax or other consequences of this Agreement to you and that you have been advised of the importance of seeking independent advice of counsel with respect to such consequences.

13.	AUTHORISATION TO WORK IN SINGAPORE AND WARRANTIES

13.1	Where<br> applicable, it is a condition of your employment under this Agreement that you have or continue<br> to have, as the case may be, the necessary status that permits you to lawfully live and work<br> in Singapore. Your employment will not commence unless and until you have such status.
13.2	Where<br> applicable, it is your obligation to obtain or maintain, as the case may be, the entitlement<br> to live and work in Singapore. However, the Company as a matter of goodwill and in its sole<br> discretion may assist you in meeting your obligation. Should you lose your lawful entitlement<br> to live and work in Singapore, this Agreement will terminate with immediate and automatic<br> effect, with no compensation to you.
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13.3	You<br> warrant that all information provided by you to the Company regarding your experience and<br> qualifications is accurate and truthful, and that you will provide full and frank disclosure,<br> including the submission of documentary evidence upon request. You also warrant that you<br> are competent, qualified and experienced to undertake the position as specified in this Agreement.
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14.	ACCEPTANCE OF OFFER

We look forward to you accepting this offer and hope we will achieve a mutually rewarding employment relationship.

ScheduleA

Date<br> of commencement:	1<br> June 2021
Job<br> designation:	Vice<br> President Corporate
You<br> will report to:	Sidney<br> Chan, Chief Executive Officer (“Superior”)
Initial<br> place of work:	Work<br> from home, unless as notified by the Company from time to time
Probationary<br> period:	None
Hours<br> of work:	Twelve<br> (12) hours per week, Monday to Friday
Salary:	SGD5,000
Bonus:	To<br> be determined by the Company at its sole and complete discretion.
Allowance<br> for travel, communications and entertainment	Subject<br> to the Policies applicable from time to time and pursuant to paragraph 12.2.
National<br> service leave of absence	Where<br> applicable, you shall be granted a leave of absence during the period of your national service,<br> mobilised service or voluntary service in accordance with the Enlistment Act (Chapter 93)<br> of Singapore.
Benefits:	You<br> shall be reimbursed for reasonable mobile phone charges on a monthly basis.<br><br> <br><br><br> <br>The<br> Company will inform you in writing other benefits that you may be entitled to. Any such benefits may be varied and/or withdrawn by<br> the Company at any time by giving written notice.
Medical<br> leave:	Your<br> medical leave entitlement is as provided in the table below. The total amount of paid outpatient and hospitalisation leave you may<br> take is capped at your hospitalisation leave entitlement. Length of service Paid medical leave Paid hospitalisation leave<br> (inclusive of medical leave) At least 3 months but less than 4 months 5 days 15 days At least 4 months but less than<br> 5 months 8 days 30 days At least 5 months but less than 6 months 11 days 45 days At least 6 months 14 days 60 days
Annual<br> leave:	Your<br> annual leave entitlement is thirty (30) days based on working full-time. Based on your planned<br> hours of work of 12 hours per week, this pro-rates to 9 vacation days per year. This is calculated<br> as 30 Days x 12 Hours / 40 Hours.
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Maternity<br> / adoption / paternity / shared parental leave:	Where<br> applicable, your maternity / adoption / paternity / shared parental leave entitlement shall<br> be as provided by applicable law.
Childcare<br> leave	Where<br> applicable, your childcare leave entitlement and your extended childcare leave entitlement<br> shall be as provided by applicable law.
Unpaid<br> infant care	Where<br> applicable, your unpaid infant care leave entitlement shall be as provided by applicable<br> law.
Entitlement<br> for work on public holiday:	You<br> will be entitled to one (1) day off in lieu to be taken at a mutually convenient time, subject<br> to the prior approval of the Company.
Notice<br> period for<br><br> <br>termination:	Twelve<br> (12) months

ScheduleB

Scopeof duties

To be notified in writing by the Superior from time to time.

To indicate your acceptance of the offer contained in this letter and all its terms and conditions, please sign and return a duplicate of this letter to us.

Yours sincerely

“SidneyChan”

Sidney Chan, Chief Executive Officer

For and on behalf of

ALR Technologies SG Pte Ltd

______________________________________________________________________________________

I have read and fully understood the terms and conditions stated above. I hereby confirm my acceptance of this letter and all its terms and conditions. I have commenced work on 1 April 2021.

________________

Name: Kan Yuen Shan Signature: “Kan Yuen Shan”

NRIC / Passport No.: ___Redacted___________ Date: August 2, 2021

Exhibit 10.4

AS AMENDED AND RESTATED

Date: August 4, 2022

Mr. Chan Sidney Soong-Ling

53 Cairnhill Road

#33-01 Cairnhill Plaza

Singapore 229664

Dear Mr. Chan

LETTEROF EMPLOYMENT

We, ALR Technologies SG Pte. Ltd. (“Company”), are pleased to offer you employment in the Company on the following terms and conditions (“Agreement”).

1.	APPOINTMENT
1.1	Your<br> job designation at the Company is Chief Executive Officer. Your main duties and responsibilities<br> are set out in Schedule B.
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1.2	You<br> shall:
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(a)	use<br> your best endeavours in the performance of your duties, as may from time to time be assigned<br> to you;
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(b)	devote<br> necessary and reasonable amount of your time, attention and abilities to such duties during<br> the hours of work and at other times as reasonably necessary;
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(c)	perform<br> your duties faithfully and diligently;
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(d)	follow<br> lawful and reasonable directions given to you by the Company;
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(e)	promote<br> the interests of the Company; and
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(f)	comply<br> with all applicable laws in the performance of your duties.
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1.3	The<br> Company may from time to time require you to perform such other reasonable duties in the<br> interests of the Company and it Affiliates, and the Company will advise you in writing in<br> advance if this happens. “Affiliates”<br> means with respect to any entity or person, all entities which are controlling, controlled<br> by or under common control with such entity or person (including any investment vehicle of<br> such entity or person), or in relation to an individual, his family and relatives, as well<br> as any business, company or corporation which they have an interest in. “control”<br> means the power to elect or appoint a majority of directors or to direct the management of<br> the first-mentioned entity, or the ownership of more than 50% of the voting rights of the<br> shares or other equity interests or registered capital of such entity.
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1.4	You<br> shall not during the continuance of your employment be directly or indirectly engaged, interested<br> or invested in any capacity in any trade, business, occupation or activities that is in direct<br> conflict with the interests and business of the Company, without the prior approval in writing<br> of the Company (which may be withheld by the Company at its sole discretion).
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1.5	You<br> shall not during the continuance of your employment accept any gift, gratuity, favour or<br> benefit of any kind from a customer, client, supplier or prospective customer, client or<br> supplier of the Company that could reasonably cause influence or create the pressure for<br> return of a benefit, without the prior approval in writing of the Company (which may be withheld<br> by the Company at its sole discretion).
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2.	COMMENCEMENT DATE AND TERM OF SERVICE
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2.1	Your<br> appointment shall commence on July 1, 2022 (the “Commencement Date”) and shall<br> continue unless terminated in accordance with clause 6 or clause 13.2 of the Agreement (as<br> the case may be).
2.2	This<br> Agreement is intended to supersede the agreement dated 25 May 2015 between ALR Technologies<br> Inc. and you, which shall become ineffective from the date of your acceptance of this Agreement.
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3.	PLACE OF WORK AND HOURS OF WORK
3.1	You<br> will be based at the address set out in Schedule A or at such other place as may be determined<br> by the Company. You may be required to travel on the business of the Company in the performance<br> of your duties without additional remuneration.
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3.2	You<br> will perform such hours of work as are necessary to perform your duties. Because of the nature<br> of your position, you agree to work reasonable additional hours (including on weekends and<br> public holidays) of overtime in order to perform your duties. Your remuneration has been<br> set taking these factors into account.
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4.	REMUNERATION
4.1	Your<br> remuneration is set out in Schedule A, subject to such statutory deductions and/or withholdings<br> as may be required in accordance with any applicable legislation in force in Singapore, including<br> but not limited to (a) any Central Provident Fund (“CPF”) contributions,<br> if any, required under the Central Provident Fund Act (Chapter 36) of Singapore, and (b)<br> any withholding of salary or any other sum due to you for tax clearance purposes, required<br> under the Employment Act (Chapter 91) of Singapore.
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4.2	The<br> salary shall be subject to annual review by the Company.
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4.3	You<br> may be eligible for bonus where applicable. The amount of any bonus payments may vary from<br> time to time. Your eligibility for and amount of bonus payments are within the Company’s<br> sole and complete discretion. Your eligibility for any bonus is set out in Schedule A.
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4.4	You<br> shall be given an allowance for travel, communications and entertainment as set out in Schedule A.
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4.5	All<br> personal income tax on salaries, allowances, bonuses and/or perquisites will be borne by<br> you.
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4.6	Any<br> benefits that you may be entitled to are set out in paragraph 7 and Schedule A.
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4.7	The<br> Company will reimburse you for all reasonable expenses incurred in the performance of your<br> duties, subject to the Company’s Policies (as<br> defined in paragraph 12 below).
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5.	PROBATION

(Provision not applicable.)

6.	TERMINATION

6.1	Either<br> party may terminate this appointment by giving written notice to the other party. The notice<br> period is set out in Schedule A. For the avoidance of doubt, any termination by the Company<br> under this Clause 6 shall be deemed to be a severance and shall be subject to the provisions<br> of Clause 15.
6.2	If<br> notice of termination of employment is given by either party, the Company may at its discretion:
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(a)	pay<br> you in lieu of the applicable notice period and require you to stop working from the date<br> of notice of termination; or
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(b)	require<br> you to work for part of the applicable notice period and pay you in lieu of the balance of<br> the period,
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6.3	The<br> Company shall be entitled to terminate your employment immediately upon written notice (but<br> without prejudice to the rights and remedies of the Company for any breach of this Agreement<br> and to your continuing obligations hereunder) in any of the following cases, namely:
(a)	if<br> you commit any material or persistent breach of any of the provisions contained herein;
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(b)	if<br> you are guilty of any grave misconduct or willful neglect in the discharge of your duties<br> hereunder;
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(c)	if<br> you commit an act, whether at work or otherwise, which brings the Company into disrepute;
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(d)	if<br> you become bankrupt or make any arrangement or composition with your creditors;
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(e)	if<br> you become of unsound mind; or
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(f)	if<br> you are convicted of any criminal offence other than an offence which in the reasonable opinion<br> of the board of directors of the Company does not affect your position at the Company.
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6.4	Before<br> your employment ends or at the request of the Company, you must return to the Company all<br> property belonging to the Company, including but not limited to access cards, communication<br> devices, computers, documents (both physical and electronically stored copies), keys and<br> all other things of every type that were acquired or prepared in connection with Company<br> business and/or in the course of your employment. Failure to do so by you may result in the<br> Company making appropriate deductions and/or enforcing all rights it may have under this<br> Agreement and/or under applicable law against you.
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6.5	Where<br> applicable and to the extent permitted by law, any outstanding advances or other payments<br> that may be due to the Company by you will be deducted before payment of any amounts is made<br> to you upon termination of employment.
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6.6	You<br> acknowledge that any salary and/or any bonus to be paid to you at the end of your employment<br> will be subject to any tax deductions (including but limited to withholding tax) that may<br> be applicable in accordance with the law for the time being in force.
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7.	LEAVE AND BENEFITS
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7.1	You<br> shall be entitled to the following:
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(a)	health<br> and medical insurance and benefits generally accorded by the Company to employees holding<br> a similar position, as may be determined by the Company and any other benefits as may be<br> set out in Schedule A;
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(b)	paid<br> annual leave as set out in Schedule A;
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(c)	paid<br> sick leave as set out in Schedule A, subject to the following provisions:
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(i)	you<br> are entitled to take sick leave if you are unable to attend work due to illness or injury<br> as certified by a medical practitioner, provided that you notify the Company as soon as practicable<br> of your absence. For the avoidance of doubt, sick leave includes hospitalisation and out-patient<br> sick leave; and
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(ii)	sick<br> leave is available only for circumstances where an illness or injury genuinely prevents you<br> from attending work as certified by a registered medical practitioner. Any abuse of this<br> entitlement will be considered serious misconduct.
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(d)	other<br> paid and unpaid leave as set out in Schedule A; and
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(e)	such<br> other benefits as may be set out in Schedule A.
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7.2	You<br> may be required to work on gazetted public holidays. For each gazetted public holiday on<br> which the Company requires you to work, your entitlement is set out in Schedule A.
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8.	RESTRICTIVE COVENANTS
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8.1	You<br> hereby agree that for the duration of your employment with the Company and for a period of<br> six (6) months commencing from your last day of service with the Company, you shall not at<br> any time:
(a)	on<br> your own behalf or on the behalf of or in association with a third party or in any capacity<br> whatsoever, entice or seek to entice away from the Company and/or any of its affiliates,<br> any directors, officers or employees, whether or not any such person would thereby commit<br> a breach of his or her contract of service or employment;
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(b)	on<br> your own behalf or in association of or in association with any third party or in any capacity<br> whatsoever, solicit or seek to solicit the business of any person, firm, company or party<br> which at any time has been a customer or client of, or supplier of goods or services to,<br> the Company and/or any of its affiliates, in competition with the Company and/or any of its<br> affiliates; and
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(c)	be<br> engaged, concerned or interested whether directly or indirectly and whether on your own behalf<br> or on behalf of or in association with any third party or in any capacity, whatsoever, in<br> operating, performing, carrying on, or being employed by any business that competes with<br> the business carried on by the Company and/or any of its affiliates for the time being in<br> any territory which the Company and/or any of its affiliates operate.
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8.2	You<br> further agree that:
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(a)	the<br> restrictions contained in this paragraph 8 are no greater than is reasonable and necessary<br> for the protection of the interests of the Company. If any such restriction shall be held<br> to be void but would be valid if deleted in part or reduced in application, such restriction<br> shall apply with such deletion or modification as may be necessary to make it valid and enforceable;
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(b)	your<br> salary paid under this Agreement includes consideration for the obligations you have agreed<br> to in paragraphs 8, 9 and 10 and that no other payments will be made to you during the period<br> of your obligations and/or restrictions under paragraphs 8, 9 and 10;
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(c)	you<br> intend the obligations and/or restrictions under paragraphs 8, 9 and 10 to operate to the<br> maximum extent;
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(d)	damages<br> may be inadequate to protect the Company’s interests and the Company is entitled to<br> seek and obtain injunctive relief, or any other remedy, in any court in connection with the<br> obligations and/or restrictions under paragraphs 8, 9 and 10; and
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(e)	the<br> obligations and/or restrictions under paragraphs 8, 9 and 10 are separate, distinct and several,<br> so that the unenforceability of any obligation and/or restriction does not affect the enforceability<br> of the other obligation and/or restriction.
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8.3	Your<br> obligations under this paragraph 8 will continue after your employment ends.
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9.	CONFIDENTIALITY AND DATA PROTECTION
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9.1	You<br> shall not, during the continuance of your employment, or at any time after its termination:
(a)	disclose<br> to any person or persons (except to those authorised by the Company to know, or as otherwise<br> required by law);
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(b)	use<br> for your own purposes or for any purposes other than those of the Company; or
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(c)	through<br> any failure to exercise all due care and diligence cause any unauthorised disclosure of,
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(i)	comes<br> to your notice in the course of your employment; or
(ii)	is<br> generated by you in the course of performing your duties,
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that the Company considers to be confidential (whether or not marked confidential) or is not in the public domain (unless in the public domain because of a breach of confidentiality).

9.2	You<br> must, without any limit on your duty of fidelity towards the Company, at all times not use<br> or disclose any Confidential Information unless the use or disclosure is:
(a)	required<br> by law;
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(b)	made<br> as part of the proper performance of your duties under this Agreement; or
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(c)	agreed<br> to by the Company in writing.
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9.3	You<br> must take all reasonable and necessary precautions to maintain the secrecy and prevent disclosure<br> of Confidential Information. Confidential Information should not be disclosed even within<br> the Company except as necessary for you to perform your duties or on a need-to-know basis.<br> Unless you have obtained the Company’s consent in writing, you must not present, publish<br> or otherwise disclose in any form or media any Confidential Information.
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9.4	All<br> records, papers, notes, reports, memoranda and all other documents (and all copies thereof)<br> prepared, kept or obtained by you containing Confidential Information (in both physical and<br> electronically stored formats) will be and remain the property of the Company and you will<br> return all of the same that may be in your possession forthwith upon your employment ending.
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9.5	You<br> acknowledge that any disclosure by you of Confidential Information would materially harm<br> the Company.
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9.6	These<br> restrictions continue to apply after the termination of your employment but shall cease to<br> apply to Confidential Information which may become available to the public generally (unless<br> in the public domain because of a breach of confidentiality).
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9.7	You<br> agree and consent that the Company may, where reasonably necessary, access, view, collect<br> and/or retain any data which is saved, processed, transmitted and/or generated in computing<br> devices, e-mail services and/or any storage devices provided to you.
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9.8	You<br> agree and consent that the Company may collect, use, disclose and process your personal data<br> for the purposes of managing and administering your employment with the Company.
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9.9	You<br> will comply with all applicable law in connection with the protection of personal data, including<br> but limited to the Personal Data Protection Act 2012. You will also comply with the Company’s<br> Policies (as defined in paragraph 12 below) in connection with personal data protection and/or<br> privacy.
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10.	INTELLECTUAL PROPERTY

10.1	You<br> agree that the Company, its Affiliates and/or its assigns own all the IP Rights in the Company’s<br> Confidential Information. “IP Rights” shall mean any and all worldwide<br> intellectual property rights, whether registered or unregistered, and similar rights, and<br> include without limitation patents, utility models, design rights, semiconductor property<br> rights, copyrights and ancillary copyrights, rights in trade marks, trade names, titles,<br> trade secrets and know-how, rights deriving from corresponding applications of such rights,<br> as well as rights in and entitlements to such rights, and other intellectual property and<br> proprietary rights, but shall not include the IP Rights as set out in Schedule C, which the<br> Company acknowledges that you own.
10.2	You<br> agree that the Company will own the IP Rights to any information, inventions, creations or<br> works of authorship created by you in the course of performing your duties under this Agreement<br> except as agreed upon in writing between you and the Company. You agree to transfer any such<br> IP Rights, to the fullest extent legally permissible, to the Company. Where such transfer<br> is not legally permissible or effective, you hereby grant the Company an exclusive licence<br> to use such IP Rights for all uses currently known and unknown, without any fee or other<br> consideration being payable. Such licence is granted as broadly as legally possible and shall<br> in particular, but without limitation, be unlimited (in respect of duration, territorial<br> scope and scope of the rights concerned), exclusive, irrevocable and transferable and shall<br> include the right to grant sub-licences to third parties. In particular, the licence shall<br> include rights to permanently or temporarily reproduce the works underlying the respective<br> IP Rights by any means and in any form, in part or in whole (including the loading, displaying,<br> running, transmission or storage of works for the purposes of execution and processing of<br> data or transmission to picture, sound and other data storage media) and the right to distribute,<br> display and present such works and the right to make available such works to the public (for<br> example via internet), and to transmit and to display the works by any means. The licence<br> also includes rights to amend, translate, adapt, arrange and otherwise alter the works and<br> to use such results in the same way as the original works.
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10.3	Where<br> required by the Company, you will perform further deeds, acts or declarations to entitle<br> the Company and/or its assigns to ensure the licence mentioned above in its favour. You agree<br> to execute any such further deeds or documents and to undertake any such further acts or<br> make any requisite declarations forthwith. Any costs accruing in this context shall be borne<br> by the Company.
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10.4	You<br> will not infringe any of the Company’s IP Rights during your employment with the Company<br> and after your employment ends.
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10.5	Your<br> obligations under this paragraph 10 will continue after your employment ends.
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11.	HEALTH AND SAFETY REGULATIONS
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The company is committed to provide a safe working environment for all employees. You are required to abide by all health and safety rules and procedures operating within the Company.

12.	OTHER TERMS AND CONDITIONS

12.1	Use of Company Infrastructure: You will use the Company’s technology infrastructure<br> (including but not limited to computers, electronic devices, software, copying machines and<br> email accounts) solely for purposes related to the purposes of performing your duties and<br> reasonable personal use only.
12.2	Company Policies: The Company has various policies and procedures (collectively “Policies”)<br> that may be implemented and amended from time to time. You acknowledge that such Policies<br> are and/or will also be terms and conditions of your contract of employment with the Company.<br> You must familiarise yourself with these Policies and you agree to comply with them to the<br> extent that they impose specific obligations on you. You acknowledge the Company’s<br> right to make changes to the Policies, and to institute new policies and procedures, from<br> time to time, and agree that such changes or additions will be binding from the time they<br> are communicated.
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12.3	Compliance with Applicable Law: In addition to this Agreement and to any Policies, your contract<br> of employment with the Company will also be in accordance with applicable law for the time<br> being in force.
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12.4	Litigation and Regulatory Cooperation: You shall cooperate fully with the Company in the defence<br> or prosecution of any claims or actions now in existence or which may be brought in the future<br> against or on behalf of the Company which relate to events or occurrences that transpired<br> while you were employed by the Company. Your full cooperation in connection with such claims<br> or actions shall include, but not be limited to, being available to meet with counsel to<br> prepare for discovery or trial and to act as a witness on behalf of the Company at mutually<br> convenient times. You shall also cooperate fully with the Company in connection with any<br> examination or review of any government authority as any such examination or review relates<br> to events or occurrences that transpired while you were employed by the Company. If such<br> cooperation is required after you cease to be employed by the Company, the Company shall<br> pay you for such cooperation a consulting fee of United States Dollars Two Hundred (US$200.00)<br> per hour, payable monthly in arrears, and will reimburse you for any reasonable pre-approved<br> out-of-pocket expenses incurred in connection therewith. The Company shall not reimburse<br> you the cost of independent legal counsel or the cost of other advisors you may elect to<br> retain. This provision shall survive expiration or termination of this Agreement, regardless<br> of the reason for termination of this Agreement.
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12.5	Complete Agreement: This Agreement, the Policies, and any subsequent written amendments or written<br> agreements, constitute the whole and only agreement between the parties hereto. Neither party<br> will have any claim against the other with respect to any agreement or understanding, whether<br> written or oral, made prior to the date hereof.
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12.6	No Assignment: You may not make any assignment of this Agreement or any interest herein,<br> by operation of law or otherwise, without the prior written consent of the Company, except<br> that payments to be made to you pursuant to Clauses 15, 16 and 17 below may be assigned by<br> you, in whole or in part, conditionally or irrevocably, without the consent of the Company<br> to a charity of your choice. The Company shall be entitled to assign this Agreement without<br> your consent to any Affiliates of the Company on written notice provided there is no material<br> change to your terms of employment. This Agreement shall inure to the benefit of and be binding<br> upon the Company and you, their respective successors, executors, administrators, heirs and<br> permitted assigns.
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12.7	Enforceability: If any portion or provision of this Agreement shall to any extent be declared illegal<br> or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement,<br> or the application of such portion or provision in circumstances other than those as to which<br> it is so declared illegal or unenforceable, shall not be affected thereby, and each portion<br> and provision of this Agreement shall be valid and enforceable to the fullest extent permitted<br> by law.
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12.8	Waiver: No waiver of any provision hereof shall be effective unless made in writing and signed<br> by the waiving party. The failure of any party to require the performance of any term or<br> obligation of this Agreement, or the waiver by any party of any breach of this Agreement,<br> shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver<br> of any subsequent breach.
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12.9	Amendment: This Agreement may be amended or modified only by a written instrument signed by you<br> and by a duly authorized representative of the Company.
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12.10	Notices: Any notices, request, demands and other communications provided for by this Agreement<br> shall be sufficient if in writing and delivered in person or sent by registered or certified<br> mail, postage prepaid (in which case notice shall be deemed to have been given on the third<br> day after mailing), or by overnight delivery by a reliable overnight courier service (in<br> which case notice shall be deemed to have been given on the day after delivery to such courier<br> service) to you at the last address you have filed in writing with the Company or, in the<br> case of the Company, at its main offices, Attention: Board of Directors.
---	---
12.11	Governing Law: It is the intention of the parties hereto that this Agreement and the performance<br> hereunder be construed in accordance with, and under and pursuant to the laws of Singapore<br> and that in any action or other proceeding that may be brought arising out of, in connection<br> with, or by reason of this Agreement, the laws of Singapore shall be applicable without regard<br> to the jurisdiction in which any action or other proceeding may be instituted.
---	---
12.12	Dispute Resolution: Any dispute arising out of or in connection with this Agreement, including<br> any question regarding its existence, validity or termination, shall be referred to and finally<br> resolved by arbitration administered by the Singapore International Arbitration Centre in<br> accordance with the Arbitration Rules of the Singapore International Arbitration Centre for<br> the time being in force, which rules are deemed to be incorporated by reference in this Clause.<br> The seat of the arbitration shall be Singapore. The Tribunal shall consist of one (1) arbitrator.<br> The language of the arbitration shall be English.
---	---
12.13	Acknowledgment and Consents: You hereby acknowledge, agree and consent as follows:
---	---
(a)	all<br> restrictions contained herein are reasonable and valid and are essential to the protection<br> of the interests of the Company or of your interests (as the case may be) and the survival<br> of the respective parties’ activities;
---	---
(b)	in<br> the event of a breach of any provision of this Agreement, the Company will suffer irreparable<br> harm and monetary damages will not be sufficient to compensate for the breach. Accordingly,<br> in the event of an anticipated breach, the Company may suffer irreparable harm and monetary<br> will not be sufficient to compensate for the breach. Accordingly, in the event of a breach<br> or anticipated breach, the Company may petition a court for preliminary and permanent equitable<br> relief, including injunctive relief in order to prevent or put an end to any such breach<br> and for an accounting of all profits and benefits arising out of such breach. Such rights<br> and remedies shall be cumulative and in addition to any other relief, rights and remedies<br> which the Company may have under the law, including but not limited to reasonable legal fees;
---	---
(c)	nothing<br> herein shall be construed so as to limit or restrict any remedy at law which the Company<br> or you may have against the other party for any breach of this Agreement.
---	---
12.14	Indemnity:<br> You hereby agree to indemnify, hold harmless, and defend the Company and its officers, directors,<br> partners, shareholders, executives, employees, and agents thereof, for and against any and<br> all claims, actions, judgments, losses, obligations, liabilities, damages, costs and expenses,<br> including attorneys’ fees, arising from, related to, or having as their basis, this<br> Agreement; your breach of the terms of this Agreement; the access to, or disclosure or use<br> of, Confidential Information by you or your agents; and any other fraud, willful or grossly<br> negligent act or omission by you or your agents.
---	---

12.15

Employee Review: You acknowledge that you have reviewed the contents of this Agreement and fully understands its terms. You acknowledge that you are fully aware of your right to the advice of counsel, and that you understand the potentially adverse interest of the parties with respect to this Agreement. You further acknowledge that no representations have been made with respect to income or other tax or other consequences of this Agreement to you and that you have been advised of the importance of seeking independent advice of counsel with respect to such consequences.

13.	AUTHORISATION TO WORK IN SINGAPORE AND WARRANTIES

13.1	Where<br> applicable, it is a condition of your employment under this Agreement that you have or continue<br> to have, as the case may be, the necessary status that permits you to lawfully live and work<br> in Singapore. Your employment will not commence unless and until you have such status.
13.2	Where<br> applicable, it is your obligation to obtain or maintain, as the case may be, the entitlement<br> to live and work in Singapore. However, the Company as a matter of goodwill and in its sole<br> discretion may assist you in meeting your obligation. Should you lose your lawful entitlement<br> to live and work in Singapore, this Agreement will terminate with immediate and automatic<br> effect, with no compensation to you.
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13.3	You<br> warrant that all information provided by you to the Company regarding your experience and<br> qualifications is accurate and truthful, and that you will provide full and frank disclosure,<br> including the submission of documentary evidence upon request. You also warrant that you<br> are competent, qualified and experienced to undertake the position as specified in this Agreement.
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14.	OPTIONS
---	---

14.1	You<br> will continue to be eligible for the grant of options to purchase shares of the Company and/or<br> its Affiliates from time to time, such grant of options as may be approved by the Board of<br> Directors. Payment of the option purchase price will remain your responsibility.
14.2	Unless<br> specified otherwise at the time of any option granted, the options will expire five (5) years<br> after the effective date of such grant. The Company agrees that if the outstanding ordinary<br> shares of the Company are increased, decreased, changed into or exchanged for a different<br> number or kind of shares or securities of the Company through reorganisation, recapitalization,<br> reclassification, stock dividend, stock split, amendment to the Company’s organisational<br> documents or reverse stock split, an appropriate adjustment will be made in the number and/or<br> kind of securities allocated to any options granted, without change in the aggregate purchase<br> price applicable to the unexercised portion of the options, but with a corresponding adjustment<br> in the price for each share or other security then covered by the options. This Clause 14<br> will not apply to any sale of shares for value by the Company or to any other transaction<br> in which the Company received new consideration. In case of any disagreement as to any adjustment<br> to be made, the decision of the auditors of the Company shall be binding on both parties.
---	---
14.3	In<br> the event this Agreement is terminated by the Company pursuant to Clause 6.3, or voluntarily<br> by you, all vested and unexercised options will remain exercisable by you at any time prior<br> to expiration of the option term. Any unvested options as of the effective date of such termination<br> will be cancelled.
---	---
14.4	In<br> the event that this Agreement is terminated by the Company pursuant to Clause 6.1 or as a<br> result of a Constructive Termination (as defined below), all of the remaining unvested options<br> will become immediately vested and exercisable. You may exercise any remaining options at<br> any time prior to expiration of the option term.
---	---

For the purposes of this Agreement, “Constructive Termination” shall mean:

(a)	Any<br> material change or re-assignment of your functions, duties, responsibilities or title by<br> the Company which would result in your position with the Company having less dignity, responsibility,<br> importance or scope than the position described in this Agreement;
(b)	Any<br> breach or default by the Company or of the terms of this Agreement, which breach or default<br> is not ceased or cured within thirty (30) days or written notice from you specifying such<br> breach; or
---	---
(c)	The<br> failure of the Company to pay you as and when due the compensation required by the terms<br> of this Agreement.
---	---
14.5	In<br> the event of your death or disability all the remaining unvested options will become immediately<br> vested and exercisable. Your executor or other personal representative may exercise any remaining<br> options at any time prior to expiration of the option term.
---	---
14.6	In<br> the event of any conflict between Clauses 14.2 to 14.5 and the terms of any document by the<br> Company from time to time in connection with the grant of any options to purchase shares<br> (such document not being connected with this Agreement) (“Grant of Options”),<br> the terms of the Grant of Options shall prevail.
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15.	SEVERANCE BENEFITS

15.1

In the event this Agreement is terminated by the Company except in accordance with Clause 6.3 or as a result of a Constructive Termination by the Company, you will be entitled to severance benefits consisting of a lump sum payment equal to twenty-four (24) month’s salary (which you may be entitled to at the date of any such Constructive Termination) and a continuation of the other benefits as set out in this Agreement for a period of twenty-four (24) months from the effective date of termination.

15.2

Within five (5) days of any termination of you by the Company for any reason, the Company and/or its Affiliates will repay all loans, operating lines of credit, promissory notes, accounts payable, salary payable and other debt facilities, plus accrued interest owed to you, your spouse and your other family members, unless you waive the requirement in the form of written notice delivered to the Board of Directors of the Company and/or its Affiliates.

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16.	INCENTIVE COMPENSATION

16.1

The Company agrees to pay you a perpetual commission of one per cent (1.0%) of net sales (defined as gross sales revenues less discounts) based on the sales of ALRT Products (defined below), whether occurring during or after the term of this Agreement, sold by the Company or any entity deriving its rights, directly or indirectly, to offer or sell such products or services from the Company. The said commission shall be paid by the Company even if you are no longer an insider, director, officer, employee or consultant of the Company. You may assign the said commission from time to time to any party at your sole discretion. Any assignee of the said commission shall also have the right to further assign the same from time to time at its sole discretion.

16.2

For the purposes hereof “ALRT Products” means any and all products and services of the nature or kind for which the Company or any of its subsidiaries receive revenues derived, directly or indirectly, from such products or services, including without limitation GluCurve Pet CGM and the Diabetes Solution.

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17.	INTENTIONALLY BLANK

18.	RESTRICTION AGAINST ALIENATION

The Company agrees that without your consent it will not sell or otherwise dispose of or alienate all or substantially all of its assets to a third party or undertake any transaction that results in an entity other than the Company and/or its Affiliates owning all or substantially all the Company’s assets (such third party or other entity being herein referred to as the “Acquiree”) unless the Acquiree provides assurances satisfactory to you that it will be bound by the provisions of Clause 17 above.

19.	ACCEPTANCE OF OFFER

We look forward to you accepting this offer and hope we will achieve a mutually rewarding employment relationship.

ScheduleA

Date<br> of commencement:	1<br> July 2022 or the next business day upon receiving approval from the relevant authorities<br> to commence employment in Singapore, whichever is later
Job<br> designation:	Chief<br> Executive Officer
You<br> will report to:	The<br> Board of Directors of the Company
Salary:	US$240,000<br> per annum paid in equal monthly instalments in the amount of US$20,000 commencing on the<br> Commencement Date.
Bonus:	To<br> be determined by the Company at its sole and complete discretion.
Allowance<br> for travel, communications and entertainment:	The<br> Company will be responsible for all of your reasonable expenses incurred in the course of<br> performing services for the Company as contemplated by this Agreement and approved by the<br> Board of Directors. You agree to provide reasonable documentation with respect to any expenses<br> for which reimbursement is claimed.
Transport<br> / vehicle allowance:	You<br> shall be entitled to a monthly transport / vehicle allowance of US$800.
Club<br> memberships:	You<br> shall be entitled to be reimbursed for club memberships of your choice.
Benefits:	The<br> Company will inform you in writing other benefits that you may be entitled to. Any such benefits<br> may be varied and/or withdrawn by the Company at any time by giving written notice.
Medical<br> leave:	Your<br> medical leave entitlement is as provided in the table below. The total amount of paid outpatient and hospitalisation leave you may<br> take is capped at your hospitalisation leave entitlement. Length of service Paid medical leave Paid hospitalisation leave<br> (inclusive of medical leave) At least 3 months but less than 4 months 5 days 15 days At least 4 months but less than<br> 5 months 8 days 30 days At least 5 months but less than 6 months 11 days 45 days At least 6 months 14 days 60 days
Health<br> insurance:	You<br> shall be entitled to supplemental health insurance for yourself and any dependents.
Annual<br> leave:	Your<br> annual leave entitlement is thirty-five (35) days. Any unused leave entitlement shall be<br> forfeited if it is not used within the calendar year in which it accrues. The Company may<br> at its sole and complete discretion allow you to utilise unused leave entitlement in the<br> succeeding calendar year.
Maternity<br> / adoption / paternity / shared parental leave:	Where<br> applicable, your maternity / adoption / paternity / shared parental leave entitlement shall<br> be as provided by applicable law.
Childcare<br> leave	Where<br> applicable, your childcare leave entitlement and your extended childcare leave entitlement<br> shall be as provided by applicable law.
Unpaid<br> infant care	Where<br> applicable, your unpaid infant care leave entitlement shall be as provided by applicable<br> law.
Entitlement<br> for work on public holiday:	You<br> will be entitled to one (1) day off in lieu to be taken at a mutually convenient time, subject<br> to the prior approval of the Company.
Paid<br> days for approved community initiatives and corporate social responsibility initiatives	You<br> will be entitled to ten (10) days per year for community and corporate social responsibility initiatives in Singapore.
Notice<br> period for<br><br> <br>termination:	Three<br> (3) months subject to the conditions of this Agreement.
Place<br> of work	Initially<br> at residence. Subsequently at leased facilities once the Company enters into a lease agreement<br> which is expected to occur effective June 2021. Once the premises are leased the place of<br> work will be a combination of home residence based and at the Company premises.

SCHEDULEB

Scopeof duties

Your duties as Chief Executive Officer of the Company will be as agreed between you and the Board of Directors of the Company from time to time.

SCHEDULEC

IPRights owned by Chan Sidney Soong-Ling

To indicate your acceptance of the offer contained in this letter and all its terms and conditions, please sign and return a duplicate of this letter to us.

Yours sincerely

/s/ Benjamin Szeto

Mr. Ben Szeto, Company Secretary

For and on behalf of

ALR Technologies SG Pte. Ltd.

______________________________________________________________________________________

I have read and fully understood the terms and conditions stated above. I hereby confirm my acceptance of this letter and all its terms and conditions. I will commence work on the date of commencement as set out in Schedule A.

________________

Name: Chan Sidney Soong-Ling Signature: /s/ Chan Sidney Soong-Ling

NRIC / Passport No.: ________ Date: August 4, 2022

August 4, 2022

Mr. Sidney Soong-Ling Chan

53 Cairnhill Road

#33-01 Cairnhill Plaza

Singapore 229664

Dear Mr. Chan,

Re: Chief Executive Officer

The purpose of this letter is to record our mutual agreement relating to the terms and conditions under which you serve as Chief Executive Officer of ALR Technologies Inc. (“ALRT” or the “Company”) and Chief Executive Officer of ALR Technologies SG Pte. Ltd. (“ALR Singapore”).

Effective May 25, 2015, you and the Company entered into a Services agreement (the “Services Agreement”) for your continued services as ALRT’s Chief Executive Officer.

With the increased focus of our business in Singapore, the proposed corporate migration from the US to Singapore, and the fact that your residency has primarily been in Singapore since the March 2020 when COVID-19 was declared a pandemic, we have assisted you in securing an employment permit whereby you could be employed in Singapore.

On June 16, 2022 the application for your employment permit was accepted and on June 28, 2022 you received your employment permit. With effect from July 1, 2022 you have entered into an agreement (“Employment Agreement”) with ALRT Singapore under which you will serve as its Chief Executive Officer.

On May 17, 2022, the Company entered into an Agreement and Plan of Merger and Reorganization with ALRT Singapore, relating to a proposed merger transaction pursuant to which all the outstanding shares of the Company will be acquired by ALRT Singapore in exchange for shares of ALRT Singapore which will result in ALRT becoming a wholly-owned subsidiary of ALRT Singapore.

In light of the foregoing you have agreed with the Company as follows:

(i)	Your<br> Services Agreement, as amended is hereby terminated effective as of July 1, 2022. The termination<br> will not affect your continuing to act as Chairman and Chief Executive Officer, and such<br> other positions in the Company and its subsidiaries as you may hold;
(ii)	Since<br> the Employment Agreement with ALR Singapore includes provisions for compensation in the event<br> of termination, you hereby waive any right to termination compensation, including severance<br> under paragraph 10.0 of the Services Agreement; and
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(iii)	You<br> hereby waive any compensation under the Services Agreement for the sale of business related<br> to the merger transaction referred to above, specifically under paragraph 12.0 of the Services<br> Agreement.
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If you are in agreement that the above correctly reflects our agreement we shall appreciate your signing a copy of this letter where indicated and returning it to us.

Yours very truly

/s/ Ken Robulak

Mr. Ken Robulak

ALR Technologies Inc.

Director and Chair of the Compensation Committee

The undersigned accepts and agrees to the terms of this Agreement and has executed this Agreement this 4th day of August, 2022

/s/ Sidney Soong-Ling Chan

Mr. Sidney Soong-Ling Chan

Exhibit 10.5

THIS AMENDING AGREEMENT dated effective the 30th day of June, 2021

BETWEEN:

SIDNEY CHAN an individual residing at 53 Cairnhill Road, #33-01 Cairnhill Plaza, Singapore, 229664 (the “Lender”)

AND:

WHEREAS:

A.	The<br> Lender and the Company entered into a credit agreement on March 6, 2011 (the “Credit<br> Agreement”) which was subsequently amended by agreements dated October 24, 2011, June<br> 15, 2012, January 8, 2013, April 1, 2014, May 29, 2015, July 1, 2016 and December 11, 2019<br> (the “Amended Credit Agreements”) whereby the Lender agreed to make available<br> to the Company a credit line equal to $10,500,000 for the Company’s operations. The<br> following table provides a summary of the Credit Agreement and subsequent amendments.
Date	Cumulative<br><br> <br>Borrowing<br><br> <br>Limit	Notes
---	---	---
March<br> 6, 2011	$2,500,000	Initial<br> Credit Agreement
October<br> 24, 2011	$2,500,000	Amendment<br> to expand use of funds
June<br> 15, 2012	$2,500,000	Amendment<br> to modify related options outstanding
January<br> 8, 2013	$4,000,000	Amendment<br> to increase borrowing limit
April<br> 1, 2014	$5,500,000	Amendment<br> to increase borrowing limit
May<br> 29, 2015	$7,000,000	Amendment<br> to increase borrowing limit
July<br> 1, 2016	$8,500,000	Amendment<br> to increase borrowing limit
December<br> 11, 2019	$10,300,000	Amendment<br> to increase borrowing limit
B.	The<br> Lender was granted the option to acquire 20,000,000 shares of common stock of the Company<br> pursuant to an option agreement dated March 6, 2011 (the “Option Agreement”)<br> in connection to the Credit Agreement. Subsequently, the Lender was granted the option to<br> acquire additional shares of common stock under certain of the Amended Credit Agreements.
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C.	The<br> Lender’s spouse and the Company entered into a credit agreement on May 25, 2010 as<br> amended on January 3, 2011 whereby the Lender’s spouse agreed to make available to<br> the Company a credit line equal to $2,000,000 for the Company’s general corporate purposes.<br> In connection with providing this line of credit, the Lender’s spouse was granted the<br> option to acquire 20,000,000 shares of common stock of the agreement. Subsequently, the Lender’s<br> Spouse was granted the option to acquire additional shares of common stock under certain<br> of the Amended Credit Agreements.
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D.	In<br> connection with providing the line of credit and subsequent amendments to the line of credit,<br> the Company has granted:
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i)	the<br> Lender the following outstanding options to acquire an aggregate of 4,345,001,000 shares<br> of common stock of the Company:
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Expiry<br> Date	Options	Exercise<br> Price
---	---	---
July<br> 1, 2021	3,758,334,200	$0.002
April<br> 12, 2024	466,666,800	$0.002
December<br> 11, 2024	120,000,000	$0.015
i)	the<br> Lender the following outstanding options to acquire an aggregate of 4,345,001,000 shares<br> of common stock of the Company:
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Expiry<br> Date	Options	Exercise<br> Price
---	---	---
July<br> 1, 2021	606,667,100	$0.002
April<br> 12, 2024	93,333,400	$0.002
E.	Collectively,<br> those options held by the Lender and the Lender’s spouse which are set to expire on<br> July 1, 2021 will be referred to as the “Options”.
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F.	As<br> at May 31, 2021 the Company has drawn approximately $11,800,000 on the lines of credit with<br> the Lender and his Spouse. The Company does not have the ability to repay the amounts borrowed<br> and the amounts will remain outstanding until such time as the Company can repay them;
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G.	The<br> Company and the Lender have agreed to extend the expiry date of those options outstanding<br> to the Lender and his spouse that were set to expire July 1, 2021.
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H.	The<br> Lender is the Chairman of the Board of Directors and Chief Executive Officer of the Company.
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NOWTHEREFORE in consideration of the mutual covenants and agreements herein, the parties agree as follows:

1.	The<br> Company and the Lender agree to extend the expiry date of those Options listed below from<br> July 1, 2021 to April 12, 2024:
Holder	Expiry Date	Exercise Price	Options
---	---	---	---
Mr.<br> Sidney Chan	April<br> 12, 2024	$0.002	3,758,334,200
Ms.<br> Christine Kan	April<br> 12, 2024	$0.002	606,667,100
2.	The<br> Company and the Lender agrees to amend the Options held by the Lender and his spouse on the<br> following terms and conditions:
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(a)	the<br> Lender and his spouse may pay the Exercise Price by applying or offsetting unpaid principal<br> and / or accrued interest hereunder;
(b)	The<br> Options may be exercised by the Lender and his spouse by giving notice in writing to the<br> Company of the number of shares in respect of which the options are being exercised and by<br> (i) enclosing a certified cheque for the amount of the option price payable in favour of<br> the Company or (ii) by notifying the Company that a portion of the indebtedness outstanding<br> under the Line of Credit equal to the option price should be applied toward the option price<br> and upon the issuance of the Option Shares, such indebtedness shall be reduced accordingly;
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(c)	The<br> Company will reserve in its treasury, sufficient shares to permit the issuance and allotment<br> of shares to the Lender and his spouse in the event the Option is exercised;
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(d)	The<br> Options will be transferable or assignable by the Lender;
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(e)	The<br> Options cannot be terminated or cancelled by the Company;
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(f)	The<br> shares of common stock delivered pursuant to the exercise of the Options may bear a restrictive<br> legend which could restrict the transferability or ability to sell those shares for a period<br> of time in accordance with the rules of applicable securities acts;
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(g)	The<br> Lender agrees that the Company’s shares of common stock have not been approved or disapproved<br> by the United States Securities and Exchange Commission, any state securities agency, or<br> any foreign securities agency;
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(h)	In<br> the event of any subdivision, consolidation or other change in the share capital of the Company<br> while any portion of the Option is outstanding, the number of shares under option to the<br> Lender and the price thereof will be adjusted, in an equitable manner, in accordance with<br> such subdivision, consolidation or other change in the share capital of the Company. The<br> adjustments, if any, shall be determined by the auditors of the Company whose decision<br> shall be binding on the parties hereto;
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(i)	The<br> Lender will complete, execute and deliver to the Company such further documents and assurances<br> as maybe necessary to carry out the terms of the Options;
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(j)	The<br> Company shall not issue any shares pursuant to the exercise of the Options unless the exercise<br> of such Options and the issuance and delivery of such shares of common stock complies with<br> all applicable laws, and such issuance may be further subject to the approval of counsel<br> for the Company with respect to such compliance, including the availability of an exemption<br> from prospectus and registration requirements for the issuance and sale of such Shares. The<br> inability of the Company to obtain from any regulatory body the authority deemed by the Company<br> to be necessary for the lawful issuance and sale of the Optioned Shares, or the unavailability<br> of an exemption from prospectus and registration requirements for the issuance and sale of<br> the Optioned Shares, shall relieve the Company of any liability with respect to the non-issuance<br> or sale of such Optioned Shares. If the terms and conditions of this Amending Agreement do<br> not, in the reasonable opinion of counsel for the Company, comply with all applicable laws,<br> the Company and the Lender will, within thirty (30) days of a written request execute and<br> deliver an amendment to such terms and conditions, such that the terms and conditions, as<br> amended, will, in the reasonable opinion of counsel for the Company, be in compliance with<br> all Applicable Laws.
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3.	All notices or other communications from one party to the other ("Notices") shall be in writing and shall be delivered to the respective addresses of the parties and sent by e-mail with receipt requested to:
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i.	If<br> to the Lender:
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Mr.Sidney Chan

53 Cairnhill Road

#33-01 Cairnhill Plaza

Singapore 229664

Email: sidney.chan@alrt.com

ii.	If<br> to the Lender’s Spouse:

Ms. Christine Kan

53 Cairnhill Road

#33-01 Cairnhill Plaza

Singapore 229664

Email: kanchristine@hotmail.com

iii. If to the Company:

ALRTechnologies Inc.

7400Beaufont Springs Drive,

Suite300,

Richmond,Virginia,

UnitedStates of America, 23225

Attention: Ken Robulak

Email: ken.robulak@alrt.com

Noticeshall be effective on the day following the business day on which it was sent. Either party may give written notice of change of address in the same manner, in which event such notice shall thereafter be given to it as above provided at such changed address.

4.	The<br> Parties agree that the Credit Agreement, the Amending Credit Agreement, the Option Agreement<br> and this Amending Agreement shall be governed by and construed in accordance with the laws of the State of New York and the laws of the United States of America applicable therein. This provision will supersede any conflicting provision in the Option Agreement, the Credit Agreement or the Amended Credit Agreements.
5.	In<br> the event of any conflict between the terms of this Amending Agreement and the terms of the<br> Option Agreement, the Credit<br> Agreement or the Amended Credit Agreements, the terms<br> within this Amending Agreement will prevail.
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6.	The<br> Company, at its expense and at the Lender’s request, shall sign (or cause to be signed)<br> all further documents or do (or cause to be done) all further acts and provide all reasonable<br> assurances as may reasonably be necessary or desirable to give effect to this Amending Agreement.
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7.	This<br> Amending Agreement enure to the benefit of and binds the parties’ respective successors<br> and permitted assigns.
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8.	This<br> Amending Agreement may be executed in any number of counterparts, which taken together shall<br> form one and the same agreement in writing, and further, this Amending Agreement may be executed<br> and delivered by telecopier or facsimile transmission, scanned email attachment, portable<br> document format (pdf) or other electronic copy, which shall be binding on the Parties as<br> though originally executed and delivered and notwithstanding their date of execution they<br> shall be deemed to be dated as of the date hereof.
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9.	Any<br> dispute, controversy or claim arising out of or in relation to the Option Agreement, the<br> Credit Agreement, the Amended Credit Agreements and this Amending Agreement, including, but<br> not limited to, its existence, legal validity, or interpretation which was not resolved by<br> discussion and negotiation within 30 business days, will be finally settled by a single arbitrator,<br> selected by the Company, in accordance with the rules of the American Arbitration Association.<br> The parties expressly agree to confer upon the arbitrator the powers to fill gaps, cure contractual<br> omissions and to perform all other activities which the arbitrator may deem necessary and<br> desirable for efficient resolution of the dispute. The place of arbitration will be at New<br> York City, in the State of New York, unless otherwise mutually agreed. The parties undertake<br> to fully abide by the award rendered by the arbitrator without delay. Failing timely compliance<br> with the arbitrator`s award, judgment upon the award or any other appropriate procedure may<br> be entered or sought in any court having jurisdiction thereof to secure enforcement of said<br> award. The costs incurred with respect to arbitration will be shared equally by the parties,<br> provided however, that each party will bear the cost of its own experts, evidence, legal<br> fees. Notwithstanding the foregoing, in the discretion of the arbitrator, any award may include<br> legal fees, if the arbitrator expressly determines that the party against whom the award<br> is entered has caused the dispute to be submitted to arbitration in bad faith or as a dilatory<br> tactic.
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10.	Except<br> as amended by this Amending Agreement, all other terms and conditions of the Credit Agreement,<br> the Option Agreement and the Amended Credit Agreement shall remain in force and unaltered.
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11.	Nothing<br> in this Amending Agreement is intended to amend, modify or alter the options granted to the<br> Lender on December 12, 2019.
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-[Rest of the Page Intentionally Blank] -

The parties have hereunto caused these presents to be executed as of the day and year first above written.

	ON BEHALF OF ALR TECHNOLOGIES INC.
“Sidney Chan”	“Ken Robulak”
Mr.<br> Sidney Chan	Name:<br> Ken Robulak
	Member<br> of the Board of Directors
	“Alfonso Salas”
	Name:<br> Alfonso Salas
	Member<br> of the Board of Directors

THIS OPTION AGREEMENT dated effective the 7th day of July, 2022

BETWEEN:

SIDNEY CHAN an individual residing at 53 Cairnhill Road, #33-01 Cairnhill Plaza, Singapore, 229664 (the “Lender” or “Mr. Chan”)

AND:

WHEREAS:

A.	The<br> Lender and the Company entered into a credit agreement on March 6, 2011 (the “Credit<br> Agreement”) which was subsequently amended by agreements dated October 24, 2011, June<br> 15, 2012, January 8, 2013, April 1, 2014, May 29, 2015, July 1, 2016 and December 11, 2019<br> (the “Amended Credit Agreements”) whereby the Lender agreed to make available<br> to the Company a credit line equal to $10,500,000 for the Company’s operations. The<br> following table provides a summary of the Credit Agreement and subsequent amendments.
Date	Cumulative<br><br> <br>Borrowing<br><br> <br>Limit	Notes
---	---	---
March<br> 6, 2011	$2,500,000	The<br> Credit Agreement
October<br> 24, 2011	$2,500,000	Amendment<br> to expand use of funds
June<br> 15, 2012	$2,500,000	Amendment<br> to modify related options outstanding
January<br> 8, 2013	$4,000,000	Amendment<br> to increase borrowing limit
April<br> 1, 2014	$5,500,000	Amendment<br> to increase borrowing limit
May<br> 29, 2015	$7,000,000	Amendment<br> to increase borrowing limit
July<br> 1, 2016	$8,500,000	Amendment<br> to increase borrowing limit
December<br> 11, 2019	$10,300,000	Amendment<br> to increase borrowing limit
B.	The<br> Lender was granted the option to acquire 20,000,000 shares of common stock of the Company<br> pursuant to an option agreement dated March 6, 2011 (the “Option Agreement”)<br> in connection to the Credit Agreement. Subsequently, the Lender was granted the option to<br> acquire additional shares of common stock under certain of the Amended Credit Agreements.
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C.	The<br> Lender’s spouse, Ms. Christine Kan, and the Company entered into a credit agreement<br> on May 25, 2010 as amended on January 3, 2011 whereby the Lender’s spouse agreed to<br> make available to the Company a credit line equal to $2,000,000 for the Company’s general<br> corporate purposes. In connection with providing this line of credit, the Lender’s<br> spouse was granted the option to acquire 20,000,000 shares of common stock of the agreement.<br> Subsequently, the Lender’s Spouse was granted the option to acquire additional shares<br> of common stock under certain of the Amended Credit Agreements.
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D.	In<br> connection with providing the line of credit and subsequent amendments to the line of credit,<br> the Company has granted:
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i)	the<br> Lender the following outstanding options to acquire an aggregate of 4,345,001,000 shares<br> of common stock of the Company:
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Expiry<br> Date	Options	Exercise<br> Price
---	---	---
April<br> 12, 2024	4,225,001,000	$0.002
December<br> 11, 2024	120,000,000	$0.015
i)	the<br> Lender’s spouse the option to acquire an aggregate of 700,000,500 shares of common<br> stock of the Company, exercisable at $0.002 per share until April 12, 2024.
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E.	As<br> at June 30, 2022 the Company has drawn approximately $11,800,000 on the lines of credit with<br> the Lender and his Spouse. The Company does not have the ability to repay the amounts borrowed<br> and the amounts will remain outstanding until such time as the Company can repay them;
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F.	The<br> Lender is the Chairman of the Board of Directors and Chief Executive Officer of the Company.
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NOWTHEREFORE in consideration of the mutual covenants and agreements herein, the parties agree as follows:

1.	Nothing<br> in this Option Agreement is intended to amend, modify or alter the option to exercise 4,345,001,000<br> shares of common stock of the Company held by Mr. Chan or the option to exercise 700,000,500<br> shares of common stock of the Company held by Ms. Kan;
2.	The<br> Company will issue the Lender the right and the option to acquire an additional 115,500,000<br> shares of common stock of the Company at a price of $0.05 per share until December 31, 2026<br> (the “Option”).
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3.	The<br> shares of common stock of the Company acquired upon exercise of the Option are referred herein<br> as the “Optioned Shares”.
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4.	The<br> Company and the Lender agrees that the Option will be issued on the following terms and conditions:
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(a)	the<br> Lender and may pay the exercise price to exercise the Option by applying or offsetting unpaid<br> principal and / or accrued interest hereunder;
(b)	The<br> Options may be exercised by the Lender by giving notice in writing to the Company of the<br> number of shares in respect of which the options are being exercised and by (i) enclosing<br> a certified cheque for the amount of the option price payable in favour of the Company or<br> (ii) by notifying the Company that a portion of the indebtedness outstanding under the Line<br> of Credit equal to the option price should be applied toward the option price and upon the<br> issuance of the shares of common stock, such indebtedness shall be reduced accordingly;
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(c)	The<br> Company will reserve in its treasury, sufficient shares to permit the issuance and allotment<br> of shares to the Lender and his spouse in the event the Option is exercised;
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(d)	The<br> Option will be transferable or assignable by the Lender in whole or in part at the sole discretion<br> of the Lender;
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(e)	The<br> Options cannot be terminated or cancelled by the Company;
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(f)	The<br> shares of common stock delivered pursuant to the exercise of the Options may bear a restrictive<br> legend which could restrict the transferability or ability to sell those shares for a period<br> of time in accordance with the rules of applicable securities acts;
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(g)	The<br> Lender agrees that the Company’s shares of common stock have not been approved or disapproved<br> by the United States Securities and Exchange Commission, any state securities agency, or<br> any foreign securities agency;
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(h)	In<br> the event of any subdivision, consolidation or other change in the share capital of the Company<br> while any portion of the Option is outstanding, the number of shares under option to the<br> Lender and the price thereof will be adjusted, in an equitable manner, in accordance with<br> such subdivision, consolidation or other change in the share capital of the Company. The<br> adjustments, if any, shall be determined by the auditors of the Company whose decision<br> shall be binding on the parties hereto;
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(i)	The<br> Lender will complete, execute and deliver to the Company such further documents and assurances<br> as maybe necessary to carry out the terms of the Options;
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(j)	The<br> Company shall not issue any shares pursuant to the exercise of the Options unless the exercise<br> of such Options and the issuance and delivery of such shares of common stock complies with<br> all applicable laws, and such issuance may be further subject to the approval of counsel<br> for the Company with respect to such compliance, including the availability of an exemption<br> from prospectus and registration requirements for the issuance and sale of such shares. The<br> inability of the Company to obtain from any regulatory body the authority deemed by the Company<br> to be necessary for the lawful issuance and sale of the Optioned Shares, or the unavailability<br> of an exemption from prospectus and registration requirements for the issuance and sale of<br> the Optioned Shares, shall relieve the Company of any liability with respect to the non-issuance<br> or sale of such Optioned Shares. If the terms and conditions of this Amending Agreement do<br> not, in the reasonable opinion of counsel for the Company, comply with all applicable laws,<br> the Company and the Lender will, within thirty (30) days of a written request execute and<br> deliver an amendment to such terms and conditions, such that the terms and conditions, as<br> amended, will, in the reasonable opinion of counsel for the Company, be in compliance with<br> all Applicable Laws.
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5.	All notices or other communications from one party to the other ("Notices") shall be in writing and shall be delivered to the respective addresses of the parties and sent by e-mail with receipt requested to:
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i.	If<br> to the Lender:
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Mr.Sidney Chan

53 Cairnhill Road

#33-01 Cairnhill Plaza

Singapore 229664

Email: sidney.chan@alrt.com

ii. If to the Company:

ALRTechnologies Inc.

300- 7400 Beaufont Springs Drive,

Suite300,

Richmond,Virginia,

UnitedStates of America, 23225

Attention: Ken Robulak

Email: ken.robulak@alrt.com

6.	The<br> Parties agree that this Option Agreement shall be governed by and construed in accordance with the laws of the State of New York and the laws of the United States of America applicable therein.
7.	In<br> the event of any conflict between the terms of this Option Agreement and the terms of the<br> Amending Agreements, the Credit<br> Agreement or the Amended Credit Agreements, the terms<br> within this Option Agreement will prevail.
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8.	The<br> Company, at its expense and at the Lender’s request, shall sign (or cause to be signed)<br> all further documents or do (or cause to be done) all further acts and provide all reasonable<br> assurances as may reasonably be necessary or desirable to give effect to this Option Agreement.
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9.	This<br> Option Agreement enure to the benefit of and binds the parties’ respective successors<br> and permitted assigns.
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10.	Any<br> dispute, controversy or claim arising out of or in relation to this Option Agreement including,<br> but not limited to, its existence, legal validity, or interpretation which was not resolved<br> by discussion and negotiation within 30 business days, will be finally settled by a single<br> arbitrator, selected by the Company, in accordance with the rules of the American Arbitration<br> Association. The parties expressly agree to confer upon the arbitrator the powers to fill<br> gaps, cure contractual omissions and to perform all other activities which the arbitrator<br> may deem necessary and desirable for efficient resolution of the dispute. The place of arbitration<br> will be at New York City, in the State of New York, unless otherwise mutually agreed. The<br> parties undertake to fully abide by the award rendered by the arbitrator without delay. Failing<br> timely compliance with the arbitrator`s award, judgment upon the award or any other appropriate<br> procedure may be entered or sought in any court having jurisdiction thereof to secure enforcement<br> of said award. The costs incurred with respect to arbitration will be shared equally by the<br> parties, provided however, that each party will bear the cost of its own experts, evidence,<br> legal fees. Notwithstanding the foregoing, in the discretion of the arbitrator, any award<br> may include legal fees, if the arbitrator expressly determines that the party against whom<br> the award is entered has caused the dispute to be submitted to arbitration in bad faith or<br> as a dilatory tactic.
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11.	This<br> Option Agreement may be executed in any number of counterparts, which taken together shall<br> form one and the same agreement in writing, and further, this Option Agreement may be executed<br> and delivered by telecopier or facsimile transmission, scanned email attachment, portable<br> document format (pdf) or other electronic copy, which shall be binding on the Parties as<br> though originally executed and delivered and notwithstanding their date of execution they<br> shall be deemed to be dated as of the date hereof.
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-[Rest of the Page Intentionally Blank] -

The parties have hereunto caused these presents to be executed as of the day and year first above written.

	ON BEHALF OF ALR TECHNOLOGIES INC.
“Sidney Chan”	“Ken Robulak”
Mr.<br> Sidney Chan	Name:<br> Ken Robulak
	Member<br> of the Board of Directors
	“Alfonso Salas”
	Name:<br> Alfonso Salas
	Member<br> of the Board of Directors

Exhibit10.6

LOANAGREEMENT

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

BETWEEN:

ALRTECHNOLOGIES SG PTE. LTD.

of 80 Robinson Road, #02-00, Singapore 068898

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

AND

KANWAN CHEN PTE. LTD.

of [***]

(hereinafter known as “Lender”)

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

WHEREAS:

A.	ALRT<br> received advances of S$500,000 on July 14, 2022 (the “Initial Advance”), S$1,000,000<br> on August 15, 2022 (the “Second Advance”) and S$1,000,000 on August 30, 2022<br> (the “Third Advance”) from the Lender;
B.	ALRT<br> may wish to borrow additional amounts from the Lender to commercialize the GluCurve Pet CGM,<br> for working capital purposes and fund its operations, and
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C.	The<br> Lender may wish to advance additional amounts to ALRT on the conditions outlined herein.
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NOWTHEREFORE, 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<br> payback of Principal owing to the Lender
b.	US$5<br> royalty payment
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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.	[***],<br> and
b.	a<br> general security interest in and to all of the Borrower’s present and after-acquired<br> assets, pari passu to existing general security interests issued by the Company to Sidney<br> Chan and Christine Kan.
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6. Reporting. Along with the payment each month, ALRT will provide the Lender with a statement indicating:

·	A<br> reconciliation of the balance of principal owing including
o	the<br> previous months’ ending balance
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o	amounts<br> borrowed pursuant to this Loan Agreement
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o	amounts<br> repaid
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o	the<br> amount outstanding at the end of the month completed
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·	The<br> number of units of GluCurve CGM Sold to its Distributor
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·	The<br> calculation for the amount of the royalty to be remitted.
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7. Confidentiality.

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.

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.

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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):

Ifto ALRT:

Address: 80 Robinson Road, #02-00, Singapore 068898

Attention: Mr. Sidney Chan

Email Address: sidney.chan@alrt.com

Telephone:[***]

Witha copy to

Attention: Ben Szeto

Email Address: ben.szeto@alrt.com

Ifto KAN WAN CHEN PTE. LTD.

Attention:	Mrs.<br> Christine Kan
Address:	[***]
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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.

INWITNESS 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.

ALRTECHNOLOGIES SG PTE. LTD.

By: /s/ Sidney Chan

Name: Sidney Chan

Title: Chairman and CEO

KANWAN CHEN PTE. LTD.

By: /s/ Kan Soong Tuck

Name: Kan Soong Tuck

Title: Director

MANUFACTURINGAND SUPPLY AGREEMENT

This Agreement is made and entered into this 16^th^ day of December, 2022

BETWEEN:

ALRTECHNOLOGIES SG LTD.

of 80 Robinson Road, #02-00, Singapore 068898

(hereinafter known as “ALRT”)

AND

INFINOVOMEDICAL CO., LTD.

of 3rd Floor, 6th Building, No. 888, Zhujiang Road, Rudong, 226400,

Jiangsu, China

(hereinafter known as “MNFR”)

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

WHEREAS:

A. ALRT has created the Diabetes Solution (as defined in Exhibit A) for human health which bundles its application with third party glucose meters, related accessories and diabetes test supplies to improve health outcomes for diabetes patients globally;

B. ALRT now wishes to advance the Diabetes Solution with Continuous Glucose Monitoring (“CGM”) and has adapted the Diabetes Solution for animal health, under the brand “GluCurve”. References to the Diabetes Solution under this Agreement are solely for the purpose of its relation to the GluCurve;

C. ALRT is seeking a manufacturer to provide a turnkey manufacturing and assembly solution for the CGM System (as defined herein) to be included as part of the GluCurve;

D. MNFR is engaged in the development and manufacture of diabetes management products, including the CGM System;

E. MNFR has represented that it could provide such services to ALRT and wishes to manufacture the CGM System for ALRT for the Animal Health Market;

F. The Parties wish to enter into this agreement whereby MNFR will be the manufacturer of the CGM System for Animal Health, subject to the terms stated herein. The Parties further agree that as a condition of this Agreement, ALRT will not market or sell the CGM Systems provided by MNFR to ALRT under this Agreement for the Human Health market, under any brand name, including but not limited to, the Diabetes Solution or GluCurve. Thus, all terms of this agreement should refer to Animal Health Market (related to CGM Systems) except as specifically noted.

NOWTHEREFORE, for valuable consideration received, the Parties agree as follows:

1. Definitions

In this Agreement (including the recitals), the following terms shall have the following respective meanings:

**“Affiliate”**means any Person which directly or indirectly controls, is controlled by, or is under common control with, such Person; as used herein, the term "control" or “controls” means possession of the power to direct, or cause the direction of the management and policies of such Person, whether through the ownership of more than 50% of the voting securities, by contract, law or otherwise, and the term “controlled” shall have the meaning correlative to the foregoing.

“Agreement” means this Manufacturing and Supply Agreement and the exhibits referenced herein.

“BusinessDay” means Monday through Friday inclusively, except for public holidays in Singapore and/or China.

“CGMSystem” has the meaning ascribed in Exhibit A.

“ConfidentialInformation” has the meaning ascribed in clause 13.

"Director” has the meaning of a member of the the Board of Directors, or equivalent positions, of a Party.

“EffectiveDate” means the date set forth in clause 4(a).

“GluCurve” means that diabetes management system for animal health as more particularly described in Exhibit A hereto.

“IntellectualProperty” means (i) all documents, records, trade secrets, engineering reports and drawings, know-how, production manuals, quality assurance procedures and manuals, training manuals and documentation, formulae, studies, data and information comprising or otherwise relating to the products of either Party; (ii) all copyrights, patents and patents pending pertaining to the products of either Party, together with all other copyrights, patents and patent applications which may at any time in the future be granted or made for any enhancement, derivative, modification or replacement of any product of either Party; (iii) all current and future names, insignias, labels, slogans and other identification schemes, trademarks, service marks and trade names and/or applications that have been used by or that may be used from time to time by ALRT in connection with the GluCurve of Diabetes Solution; all of which is the exclusive property of ALRT, except for the MNFR name, logo or other aspects of MNFR brand that are not related to ALRT, the Diabetes Solution, GluCurve or this Agreement.

“Law” means standards, ordinances, rules, codes, policies, directions, guidelines and protocols having the force of law, other lawful requirements of any governmental authority now or hereafter in effect, and general principles of common law and equity, binding on the applicable Person referred to in the context in which the word is used;

**“Market”**means the animal health markets.

**“Officer”**means the key management executives who carry out the work of the business of either Party, including the following, or equivalent, C-level executive leaders, the managing directors, the president, the senior vice presidents and the vice presidents.

**“Person”**means any person, individual, firm, association, syndicate, partnership, joint venture, trustee, trust, foundation, corporation, division of a corporation, unincorporated organization or other entity or a government agency or political subdivision thereof.

“Phase-Outof CGM Systems” means shall mean the decision made by the Parties’ mutual understanding to discontinue the manufacture of one or more of PX or PETS-DX.

“RawMaterials” means any and all raw materials, inventory and components needed by MNFR to manufacture, label or package a CGM Systems according to the terms and conditions of this Agreement.

“Specifications” means the specifications for the components of CGM System as defined in Exhibit B, including, but not limited to, design and component specifications, manufacturing, testing, labeling, packaging and storing instructions, and standards of quality and which may be amended from time to time by mutual agreement and/or pursuant to the provisions of this Agreement, in particular clause 6(b).

“Term” means the term of this Agreement, being the period commencing on the Effective Date and terminating as set forth in clause 4 hereof.

“Territory” means worldwide. Should there be no business progress for the Mainland of China one year after the signing of the Agreement, MNFR will reserve the right to discuss the authorization for Mainland of China then.

The following appendices are attached hereto:

Exhibit A Description of the CGM System

Exhibit B Specifications of the CGM System

Exhibit C Price of the CGM System

Exhibit D Order Forecast

Exhibit E Quality Agreement

2. Scopeof Agreement

(a) Grant of Licence: ALRT hereby grants to MNFR the licence to:

(i)	utilize<br> the ALRT and GluCurve brand name for the specific and limited purpose of manufacturing and<br> assembling the branded CGM System in the name of ALRT, and
(ii)	have<br> access to, and use of ALRT’s Intellectual Property to the extent necessary to undertake<br> such manufacturing and assembly,
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which licence will continue during the Term of this Agreement, and terminate at the end of the Term. Further, except as permitted by clause 10(a)(iii) of this Agreement, MNFR shall not use any knowledge or skill gained from the grant of this licence to develop or manufacture systems similar to the GluCurve.

(b) Terms of Manufacture: MNFR agrees to manufacture, test, label, package, store and supply the CGM System for and on behalf of ALRT, under the ALRT brand, and ALRT agrees to order and purchase CGM System under the ALRT brand from MNFR, all on the terms and conditions as stated herein.

(i)	ALRT<br> will provide MNFR with the responsibility for the sourcing and manufacturing of all components<br> of the CGM System for the GluCurve;
(ii)	the<br> list of components which may be manufactured or supplied by MNFR may be increased from time<br> to time upon both Parties agreeing in writing thereto and amending Exhibit B accordingly.
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(iii)	ALRT<br> may sell the CGM System at its sole discretion in the Markets and the Territory without any<br> reference to MNFR. ALRT in its sole discretion shall determine the price at which it sells<br> the GluCurve offering.
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(iv)	ALRT<br> shall have the sole right to sell the CGM System for the Market and the Territory.
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(v)	MNFR<br> shall not sell, market or distribute the CGM System in any manner, whether directly or indirectly,<br> for or in the Market during the term of this Agreement and for a period of two (2) years<br> thereafter. Nothing within this Agreement will limit MNFR’s ability to sell, market,<br> or distribute the CGM System in any manner for markets other than the Market.
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(vi)	MNFR<br> will not seek to establish any relationship (commercial or otherwise) with ALRT´s customers,<br> clients, employees, distributors, partners, sub-distributors or business associates, without<br> ALRT´s written consent which may be withheld at ALRT’s sole and absolute discretion.
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(vii)	During<br> the Term and for a period of two (2) years thereafter, MNFR and its Affiliates shall promptly<br> notify ALRT whenever MNFR and/or its Affiliates receive an inquiry or order from a customer<br> or client, distributor, partner, sub-distributor or business associate of ALRT.
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In case of early termination of this Agreement pursuant to Clauses 4(c)(vi) and (vii), it is not subject to the above provisions listed in Clauses 2(c)(v), (vi) and (vii).

(d) Currency: All dollar amounts herein are in United States dollars unless otherwise stipulated.

3. Pre-Production Contributions

The Parties have agreed to provide pre-production contributions for their mutual benefit.

(a)	ALRT<br> has agreed to provide the following:
·	Trademark<br> and logo artwork for all packaging manual and packaging design,
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· Validation, non-inferiority and other relevant studies

· Operating manuals to operate the CGM System for animal use

· Marketing materials to be used for sales and distribution of GluCurve

· Market research for the Market

(b)	MNFR<br> has agreed to provide the following:
·	Advancements<br> to the CGM System, including new models as outlined in Schedule C
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·	Samples<br> of the CGM System for testing and evaluation purposes from the time to time as reasonably<br> requested by ALRT.
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·	Support<br> required by ALRT for any upgrades of the protocol and firmware for the CGM System and anything<br> else reasonably required by ALRT to integrate the GluCurve with the CGM System as upgraded<br> by MNFR from time to time
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·	User<br> manual and safety information for the CGM System. MNFR shall furnish ALRT with appropriate<br> operating instructions, and with such product information as is customary in this particular<br> market. All Documentation, operating instructions and information shall be in English language.
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The responsibility for any other amounts required for production which are to be incurred in advance of production activities commencing will be mutually agreed upon prior to production.

4. Termand Termination

(a) Effective Date. The Effective Date of this Agreement is December 16, 2022.

(b) Term. This Agreement shall commence on the Effective Date and shall continue until the earlier of:

(i)	three<br> (3) years, or
(ii)	this<br> Agreement being terminated in accordance with the provisions hereof;
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otherwise, this Agreement shall automatically renew for consecutive one (1) year periods thereafter, until notice of termination is provided by either Party at least six (6) months in advance of the commencement of a new term, or unless sooner terminated as provided herein.

(c) Termination. Notwithstanding anything otherwise contained in this Agreement, a Party shall have the right to terminate this Agreement, upon the happening of any one or more of the following events:

(i)	if<br> a Party fails to comply with or is in breach of any other material representation, warranty,<br> covenant, or obligation imposed upon it by this Agreement, and such default is not cured<br> by the defaulting Party within ninety (90) days after receipt of written notice to cure from<br> the other Party;
(ii)	any<br> act of gross negligence or willful misconduct of a Party; and such default is not be cured<br> within thirty (30) days after receipt of written notice to cure from the other Party;
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(iii)	if<br> the other Party becomes insolvent or ceases to carry on business, or takes any action to<br> liquidate its assets, or stops making payments in the usual course of business, provided<br> that the foregoing shall not be construed so as to prohibit a bona fide reorganization of<br> a Party;
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(iv)	if<br> the other Party makes an assignment for the benefit of its creditors, or a petition for bankruptcy<br> is filed against such party and such petition is not dismissed within ninety (90) days, or<br> such other Party is adjudicated bankrupt;
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(v)	forthwith<br> and without notice, if a receiver or any other person with like powers is appointed to take<br> charge of and liquidate all or any part of the other Party’s business, property or<br> assets, or if an order is made or resolution passed for the winding-up or the liquidation<br> of such Party or if such Party adopts or takes any corporate proceedings for its dissolution<br> or liquidation;
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(vi)	if<br> ALRT’s failure to place order according to the quantity listed in the forecast (Exhibit<br> D) for three (3) consecutive Purchase orders. The failure is defined as the actual quantity<br> of order is less than 50% of the forecast, and
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(vii)	if<br> ALRT provides a written termination notice in writing to MNFR three (3) months in advance<br> in which case ALRT will issue any remaining Purchase Orders required for this three (3) month<br> period in accordance with this Agreement and will have no further obligations to MNFR except<br> as specified within this Agreement.
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(d) Effect of Termination. Upon the termination of this Agreement, all legal obligations, rights and duties arising out of this Agreement shall terminate except for such legal obligations, rights and duties as may have accrued prior to the effective date of termination.

(i)	In<br> the event this Agreement is terminated, each Party will transfer and deliver to the other<br> Party any property in its possession which is owned by other Party including

but not limited to any tools, tooling, dies, molds and other equipment, materials designed, and intellectual property developed and under this Agreement.

(ii)	In<br> the event this Agreement is terminated MNFR will return to ALRT all Confidential Information<br> and Intellectual Property pertaining to ALRT and its Products.
(iii)	In<br> the event this Agreement is terminated ALRT will return to MNFR all Confidential Information<br> pertaining to MNFR and its products.
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(iv)	This<br> Agreement does not terminate or expire by termination if there is a change of control or<br> other changes in the structure or ownership of the Parties, provided that such change of<br> struture or ownership is not pursuant to clauses 4(c)(iii) to (v) above. All rights and obligations<br> will be transferred to the new owners/controllers and/or structure. The aforementioned shall<br> not apply to any assignment, which shall be subject to clause 15(d).
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(v)	In<br> any case of termination pursuant to clauses 4(c)(iii) to (vii) above, or should either Party<br> wish to terminate the Agreement at the end of the term under clause 4(b)(i), MNFR is obligated<br> to continue producing and supplying the CGM System to ALRT in accordance with this Agreement<br> for a period of one (1) year, so as to enable ALRT to perform its obligations, which prior<br> to such termination, have been entered into by ALRT with third parties in the ordinary course<br> of business. The same applies in any case of Phase-out of CGM Systems.
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5. Representations,and Warranties and Covenants

(a) ALRT represents to MNFR that:

(i)	ALRT<br> is the owner of GluCurve, and has the rights to use the Intellectual Property associated<br> therewith;
(ii)	ALRT<br> is a Singapore company, in good standing with the Accounting and Corporate Regulatory Authority;
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(iii)	ALRT<br> has the authority to enter into this Agreement, and upon execution hereof, this Agreement<br> will be binding upon ALRT in accordance with its terms; and
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(iv)	Entering<br> into this Agreement does not breach or violate the terms of any other agreement to which<br> ALRT is a party.
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(v)	ALRT<br> will have adequate working capital and financial capacity so as to be able to pay for the<br> CGM System ordered under the terms of the Agreement;
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(vi)	ALRT<br> will maintain compliance with all applicable Laws during the Term; and
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(vii)	ALRT,<br> at its reasonable efforts, will provide sufficient documents and information to coordinate<br> with MNFR for its internal audit purpose.
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(b) MNFR represents to ALRT that:

(i)	MNFR<br> is a Chinese company, in good standing with the Accounting and Corporate Regulatory Authority
(ii)	MNFR<br> has the authority to enter into this Agreement, and upon execution hereof, this Agreement<br> will be binding upon MNFR in accordance with its terms;
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(iii)	MNFR<br> can, and has the ability credentials and experience to, manufacture, assemble and ship the<br> CGM System in accordance with the specifications, pricing and production volumes in accordance<br> with this Agreement.
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(iv)	MNFR<br> shall to the best of its ability, provide adequate resources to fulfill all its obligations<br> hereunder during the term of this Agreement.
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(v)	MNFR<br> shall provide adequate resources to fulfill all its obligations hereunder during the term<br> of this Agreement including without limitation engineering, manufacturing and quality assurance.
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(vi)	MNFR<br> shall have adequate working capital and financial capacity so as to be able to order components<br> and complete the CGM System manufacturing cycle per the order terms from ALRT;
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(vii)	MNFR<br> has the physical capacity within its existing premises to undertake its obligations hereunder;
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(viii)	MNFR<br> has the necessary personnel, knowledge and expertise to manufacture the CGM System to the<br> Specifications stated herein;
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(ix)	MNFR<br> will manufacture, test, label and package the CGM System to agreed and documented Specifications,<br> and in accordance with ISO13485 as defined by the International Organization for Standardization<br> and will not make any changes to the CGM Systems without the consent of ALRT;
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(x)	MNFR<br> will maintain compliance with all applicable Laws during the duration of the Agreement with<br> respect to its manufacturing facilities, employees and manufacturing processes;
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(xi)	CGM<br> Systems shall be manufactured in MNFR’s facilities located at Suzhou, Building 1, Biobay,<br> No.218, Sangtian Street, Suzhou, Jiangsu,215123, or Nantong, 3rd Floor, 6th Building, No.<br> 888, Zhujiang Road., Rudong, 226400, Jiangsu, China, unless otherwise agreed by the Parties;
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(xii)	MNFR<br> shall not sub-contract any of its rights to manufacture the CGM Systems hereunder to a third<br> party without the prior written approval of ALRT
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(xiii)	MNFR<br> shall, at its expense, be responsible for obtaining and maintaining any permits or approvals<br> from government authorities which are required in connection with the performance of its<br> obligations hereunder;
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(xiv)	MNFR<br> shall permit ALRT, or its representatives, to visit and inspect MNFR’s facilities for<br> the purpose of i) observing the manufacturing, testing, labeling, packaging and storing of<br> CGM Systems and ii) to allow representatives of ALRT to inspect the quality of its manufacturing<br> and quality assurance processes. ALRT agrees to give MNFR 48-hours advance notice of any<br> proposed visit to the facilities. Any such visits shall be during normal business hours on<br> Business Days; and
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(xv)	Entering<br> into this Agreement does not breach or violate the terms of any other agreement to which<br> MNFR is a party.
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6. Specifications

The initial Specifications of the CGM Systems are listed in Exhibit B. The Parties agree that the initial CGM System will be as described in Exhibit B as PX. The Parties agree that the PX CGM System will be superseded to PETS-DX as described in Exhibit B and that such transition will occur by October 2023. It is expected the Parties will continually work collaboratively toward refining the engineering, process engineering, design criteria, and development of each component, with a view to determining the optimal design and manufacturing method for each component.

(a) With respect to PX, MNFR will be solely responsible for ensuring it meets the Specifications.

(b) With respect to PETS-DX,

(i)	MNFR<br> will produce the PETS-DX in accordance with the Specifications.
(ii)	[]*
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(iii)	[***]
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(iv)	[***]
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(v)	[***]
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(vi)	MNFR<br> will be solely responsible for ensuring PETS-DX is non-inferior to the Specifications of<br> PX and will provide sufficient reports and evidence as reasonably requested by ALRT.
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(vii)	Once<br> PETS-DX is available to ALRT in a manner which is non-inferior to the Specifications of PX,<br> ALRT may seek to change the Specifications for any component of CGM System from time to time,<br> and in each instance it will deliver to MNFR written notice of such change, and the Parties<br> will work toward accommodating such Specification changes. These changes will take into consideration<br> in-process parts inventoried, and effects on cost structures that may adversely affect both<br> ALRT and MNFR. The time period of such changes will be cooperatively established so as to<br> limit the production costs of the CGM System. If any Specification change requested by ALRT<br> affects MNFR’s costs of manufacturing, testing, labeling, packaging or storing the<br> CGM System adversely, the Parties will negotiate, in good faith, an adjustment to the pricing<br> set forth in Exhibit C hereof. Any changes to the Specifications shall be incorporated in<br> this Agreement as a written amendment to Exhibit B hereto. Both Parties will operate co-operatively<br> applying sound business judgement.
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(c) Either Party may at any time request that the CGM System be modified in order to comply with any applicable safety, regulatory or other statutory requirements. If the changes induced by such modification materially affect the nature or quality of the CGM System, the Parties will negotiate, in good faith, an adjustment to the pricing set forth in Exhibit C hereof for a modification required pursuant to this clause (6)(c).

(d) This clause 6 shall be subject to clause 11.

7. OrderForecasts and Orders

(a) Order Forecast: The Parties have prepared an order forecast in Exhibit D to this Agreement for the Term of the Agreement based on the mutual understanding of the demand from ALRT distributors and the production capacity of MNFR. The forecast for the next 12 months should be updated every month. After each update, the forecast of following three months will be fixed. [***]

MNFR will meet and maintain the production capacity required to meet the order forecast under Exhibit D. Orders will become binding upon submission of a Purchase Order (defined below) by ALRT and confirmation by MNFR in accordance with clause 7(b). Adherence to the order forecast by both Parties, subject to the adjustments available to the order forecast in this Agreement, is mandatory.

The parties may amend the production capacity requirements by mutual agreement. Notwithstanding, the Pets DX-System samples received by ALRT must be verified to meet the Specifications prior to any Purchase Orders becoming binding on ALRT.

(b) Order Submission Procedures:

(i)	All<br> Purchase Orders submitted must have a minimum 90 day lead-time as determined by that starting<br> date of the Purchase Order being submitted and the date the CGM Systems can be picked up<br> for shipment;
(ii)	All<br> orders submitted by ALRT will be done by the issuance of a formal purchase order approved<br> by a duly authorized representative of ALRT (the "Purchase Order”). The quantity<br> and description of the CGM System shall be specified in the Purchase Order and such description<br> shall conform with the Specifications in Exhibit B to this Agreement.;
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(iii)	MNFR<br> will require five (5) Business Days to provide a proforma invoice to ALRT to confirm the<br> order quantity and delivery date (the "Pro Forma Invoice”). The quantity and the<br> delivery date included wthin the Pro-Forma Invoice shall comply with the terms of the Purchase<br> Order and the Agreement, unless otherwise mutually agreed to by the parties.
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(iv)	MNFR<br> shall be under no obligation to supply additional quantities of in excess of binding purchase<br> orders of ALRT, but if additional quantities are requested by ALRT, MNFR shall make best<br> efforts to supply such additional quantities.
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All orders will be shipped FOB (Incoterms 2010) from MNFR’s manufacturing facilities or warehouses. Packing list and final invoice shall be sent fifteen (15) days before delivery All freight, insurance and other shipping expenses will be managed and paid by ALRT directly with the best-efforts cooperation of MNFR.

(c)	Payment<br> Terms
(i)	[***]
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(ii)	[***]
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(d) Raw Materials: MNFR shall use its best endeavors to maintain at all times sufficient stocks of materials required to fulfill its obligations under this Agreement, including without limitation for the purposes of manufacturing and supplying the CGM System to ALRT in accordance with the Specifications.

(e) If subsequent to a Purchase Order being placed by ALRT, and manufacturing activities being initiated, ALRT requests that the CGM Systems not be shipped until a date later than specified in the Pro Forma Invoice. MNFR will shall store the CGM System up to ten (10) days after the delivery date on Proforma Invoice. After ten (10) Business Days, MNFR shall have the discretion to impose a penalty on ALRT based on 1% of the value of the unpaid Purchase Order per day on any units that are not shipped according to ALRT’s request. Upon expiry of the 10 Business Days, ownership of the CGM Systems will transfer to ALRT. At ALRT’s request MNFR shall store the units and may impose a reasonable charge on ALRT for storage fees. Any remaining balance owed by ALRT for the CGM Systems and storage fees will be paid immediately prior to the CGM System being shipped. Should the CGM Systems stored expire and not be usable, MNFR will dispose of the CGM System. No amount will be refundable to ALRT, and any balance owing will be immediately repayable. Any penalty charged will be received by MNFR as an addition to the payment of next Purchase Order.

(f) In the event the MNFR fails to meet its delivery obligations for any Purchase Order under this Agreement, ALRT shall be entitled to recover liquidated damages from MNFR in a quantum equal to one per cent (1%) of the value of the Purchase Order per day on any units that are not ready for shipment in accordance with delivery date on Proforma Invoice. For clarity, the value used for the determination of such liquidated damages is a genuine and authentic pre-estimate of damages based on the price of the CGM System as indicated on the Pro Forma Invoice and in accordance with Clause 8 of this Agreement, and is not by way of penalty. Any such liquidated damages due to ALRT may be reduced from the invoice amount related to the delayed CGM System, if such invoice remains unpaid by ALRT. If the invoice has been paid by ALRT, MNFR will issue ALRT a payment for the amount of the damages at the time of shipment.

8. Price

MNFR shall charge ALRT, and ALRT shall pay MNFR, the prices outlined in Exhibit C for the CGM System based on each component of the CGM System outlined in Exhibit C. The Parties agree that the price of PX will be fixed for the duration of the Term. The Parties agree that the prices of PETS-DX may be amended either up or down and in no case more than 5% of the original price in Exhibit C on each anniversary date (or at another mutually agreeable date on an annual basis) of the signing of this Agreement if:

(i)	the<br> underlying costs for Raw Materials or labour change; or
(ii)	Specifications<br> are amended; or
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(iii)	upon<br> the mutual agreement of the Parties.
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Provided that all proposed price changes by MNFR must be verifiable and supported by reasonable documentation for the review of ALRT and must be validated by ALRT, acting reasonably. MNFR recognizes that price increases proposed hereunder must be able to be passed onto ALRT’s customers and be within the parameters of market conditions.

9. Warranty

(a) MNFR warrants that all CGM Systems received by ALRT under this Agreement shall be free from defects in design, material and workmanship and meet all Specifications as described in Exhibit B and per ALRT’s instructions, for twelve (12) months from the date the end customer (patient) has purchased the product.

(b) ALRT shall have the right to inspect and test the CGM System prior to its shipment from the MNFR facilities and shall have the right to inspect the production logs and quality assurance documents related to the CGM System produced for ALRT under this Agreement.

(c) ALRT shall, promptly following receipt of the shipment, examine the CGM System and satisfy itself that it meets the Specifications. ALRT will notify MNFR in writing if any CGM System received does not meet Specifications. If MNFR agrees with ALRT that any rejected CGM System is defective, MNFR will replace such defective CGM System with replacement CGM System free of defect and this replacement of CGM System shall constitute the sole and exclusive liability of MNFR in respect to the defective CGM System.

(d) ALRT will use commercially reasonable efforts to analyze the CGM System returned for replacement by visual inspection and testing functionality in accordance with a protocol to be mutually determined by ALRT and MNFR, and will regularly report the results of such analysis to MNFR. ALRT will provide MNFR with appropriate documentation of defective CGM System including model, serial numbers and the nature of the defect. MNFR shall pay any costs and damages associated with the return of the defective CGM System to it. MNFR will issue a credit note for the amount ALRT paid for the defective CGM System or ship a replacement, at ALRT’s discretion. Replaced CGM System will be warranted for defects in design, material and workmanship for the remainder of the warranty period of the defective CGM Systems. For all unused but replaced items, ALRT will consult with MNFR on disposal procedures to undertake and will provide proper evidence of CGM Systems disposed.

(e) Should more than 10% of a production run of CGM Systems provided by MNFR to ALRT be defective, MNFR will replace the whole production batch and will promptly undertake systematic repairs to their equipment to remedy the defect.

10. Ownership and Non-Competition

(a) The following are fundamental terms of this Agreement:

(i)	all<br> of each Party’s Intellectual Property is and shall remain the exclusive property of<br> each Party, and this Agreement gives the other Party no rights therein;
(ii)	all<br> future enhancements, improvements, derivatives, modifications and replacements of the GluCurve,<br> whether based on existing ALRT products, or derived independently which may in any way compete<br> with an existing or future products, shall be the sole property of ALRT, whether created<br> of designed or in any way influenced by MNFR;
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(iii)	all<br> future enhancements, improvements, derivatives, modifications and replacements of the CGM<br> System, whether based on existing products, or derived independently which may in any way<br> compete with an existing or future product, shall be the sole property of MNFR provided that<br> the foregoing does not use any of ALRT’s Intellectual Property;
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(iv)	[***]
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(v)	MNFR<br> acknowledges that GluCurve is a registered trademark and ALRT is the legal and beneficial<br> owner and proprietor of that trademark.
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(b) MNFR will indemnify and hold ALRT harmless from and against any and all losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from: (i) a claim brought by any third party that the manufacturing, testing, labeling, packing, storing or supply of the CGM System by MNFR infringes any copyright, trademark or other intellectual property right of such third party, other than a patent, or (ii) a claim brought by any third party against ALRT for any loss, damage, cost, expense or liability arising from defects in the CGM System;

(c) ALRT will indemnify and hold MNFR harmless from and against any and all losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from: (i) a claim brought by any third party that the GluCurve, excluding the CGM System, infringes any patent, utility model, design, copyright, trademark or other intellectual property right of such third party, (ii) a claim brought by any third party against MNFR for any loss, damage, cost, expense or liability arising from defects in the GluCurve not arising from the CGM System or (iii) [***].

(d) For clarity, in addition to that described in clause 10(c)(iii) ALRT will also be responsible for any claim brought by a third party that the sales, distribution and marketing of the CGM System infringes any patent of such third party, except for as described in clause 6(b).

11. Research, Development and Future Products

In the event that, during the Term of this Agreement, MNFR intends to produce, distribute, promote and/or sell any new CGM System, or new products that supersede or are comparable to the CGM System, MNFR shall promptly so notify ALRT in writing and shall provide ALRT with information as is reasonably necessary for ALRT’s evaluation of interest for that new product for the animal health market under this Agreement. If ALRT has interest in the new product for the animal health market, MNFR shall have an obligation to provide such new product to ALRT for sale on terms to be mutually agreed between the Parties. Nothing herein shall grant ALRT the right to sell any CGM System, or any new product, in any market other than the animal health market.

12. Insurance

(a) During the Term and for a period of 2 years after delivery of the last CGM System to ALRT hereunder, each Party will maintain an adequate insurance program which is sufficient to adequately protect against the risks associated with its ongoing business, including the risks which might possibly arise in connection with the use of CGM System and the GluCurve and the transactions contemplated by this Agreement. Accordingly, for the initial year under this Agreement each Party shall have minimum insurance coverage of US$3,000,000. The amount of coverage required under this Agreement will be reviewed annually to assess if additional amounts are required for the ensuing year.

(b) As stated under clause 10(b), MNFR declares that it assumes full product liability for all direct and indirect personal injuries and losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) as a result of the CGM System.

13. 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 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) Each Party agrees to protect the other Party’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. Neither Party shall, except with respect to those of its employees with a need to know under this Agreement, use or disclose to any person, firm or entity any Confidential Information of the other Party without such other Party’s express, prior written permission during the Term and for a period of three years thereafter; provided, however, that notwithstanding the foregoing, a Party may disclose Confidential Information to the extent that it is required to be disclosed pursuant to a statutory or regulatory provision or court order.

(c) Upon the termination or expiration of this Agreement for any reason, or upon the disclosing Party’s earlier request, the receiving Party will deliver to the disclosing Party all of the disclosing Party’s property or Confidential Information in tangible form that the receiving Party may have in its possession or control, unless retention of such Confidential Information is required by law.

(d) Each of ALRT and MNFR acknowledge that a violation of any part of this clause 13 could cause immediate and irreparable harm for which money damages would be inadequate. Therefore, the harmed Party will be entitled to injunctive relief for the other Party’s breach of any of its obligations under this clause without proof of actual damages and without the posting of bond or other security. Such remedy shall not be deemed to be the exclusive remedy for such violation but shall be in addition to all other remedies available at law or in equity.

14. Intentionally Blank

15. GeneralProvisions

(a) Independent Contractors. It is understood that both Parties hereto are independent contractors and engage in the operation of their own respective businesses. Neither Party hereto is to be considered the agent of the other for any purpose whatsoever, and neither Party has any authority to enter into any contract or assume any obligation for the other Party or to make any warranty or representation on behalf of the other Party. Each Party shall be fully responsible for its own employees, servants and agents; and the employees, servants and agents of one Party shall not be deemed to be employees, servants and agents of the other Party for any purpose whatsoever.

(b) Public Announcements. Neither Party will make any public announcements which name or otherwise involve the other without the prior written consent of the other Party, unless ALRT is so required by regulatory authorities.

(c) Definitive Agreement. This Agreement, including the exhibits, constitutes the entire agreement of the Parties on the subject hereof and supersedes all prior understandings and instruments on such subject. This 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 Agreement except as expressly contemplated in this Agreement.

(d) Non-Assignment. No Party may assign or transfer any of its rights or interests herein to any third party without the written consent of the other Parties. Each Party may assign or transfer its rights or interests to an Affiliate without consent, provided that the Party provides the other Party with 30 days’ written notice.

(e) Waiver. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Continuation of manufacture and sales of the CGM System to ALRT following expiration or termination of this Agreement for any cause shall not be deemed a renewal of or continuation of this Agreement or the creation of a new agreement on these or other terms.

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

(g) Governing Law. This Agreement shall be governed by the laws of England and Wales.

(h) Arbitration. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three (3). The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.

(i) 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):

Ifto ALRT:

Attention: Sidney Chan

Address: 80 Robinson Road, #02-00, Singapore 068898

Email Address: sidney.chan@alrt.com

Telephone:65 9275 0491

Witha copy to

Attention: Ben Szeto

Email Address: ben.szeto@alrt.com

Ifto MNFR:

Attention: Wende Chen

Address:	3rd<br> Floor, 6th Building, No. 888, Zhujiang RoadRudong, 226400, Jiangsu, China

Email Address: info@infinovo.com

Telephone:+86(513)81900808

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

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

(l) Force Majeure. No failure or omission by either Party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure which directly affects the obligation that cannot be performed. For the purpose of this Agreement, Force Majeure shall mean an event or cause beyond the control of theaffected Party, as the case may be, such as acts of God, acts or omissions of any government, or agency thereof, rebellion, insurrection, riot, sabotage, invasion, restrictions, pandemic, strike, sustained supply chain disruptions, lock out and transportation embargoes (each a “Force Majeure Event”), provided that upon the occurrence of a Force Majeure Event or an event that a Party (the “Affected Party”) considers may subsequently lead it to claim Force Majeure, the Affected Party notifies the other Party in writing as soon as reasonably practicable and without any delay or demur the details of the nature of the actual or anticipated force majeure, an estimate of the likely duration of such Force Majeure (to the extent possible), the Affected Party’s obligations under this Agreement that are directly and indirectly affected by such Force Majeure and the actions being taken both to mitigate the impact such Force Majeure may have on the Affected Party as well as to remedy the Force Majeure. If Force Majeure continues for a period of more than 6 months, without the Parties hereto being able to develop an alternative satisfactory arrangement, then either Party has the option of immediately terminating this Agreement. Without prejudice to anything in this Clause 15(m), the Affected Party shall provide a notice to the other Party once the event or circumstances causing the Force Majeure has been remedied or has ceased.

(m) Further Assurances. Each Party will at all times after the execution of this 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 Agreement.

(n) Execution. This 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.

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

ALRTECHNOLOGIES SG LTD.

By: /s/Sidney Chan

Name: Sidney Chan

Title: Chairman and CEO

INFINOVOMEDICAL CO., LTD.

By: /s/Wende Chen

Name: Wende Chen

Title: CEO

ExhibitA

Descriptionof the GluCurve System

The Diabetes Solution was developed as a comprehensive approach to human diabetes care. ALRT has no right to sell any CGM Systems in the human health marketplace under any brand name. ALRT has developed its GluCurve for animal health from the Diabetes Solution, and the GluCurve has the following key features:

·	patient<br> management software for diabetic companion animals;
·	insulin<br> dose calculators;
---	---
·	insulin<br> therapy guidelines;
---	---
·	prescription<br> tracking and history, and
---	---
·	comparative glucose<br> curves.
---	---

GluCurve consists of the following components:

·	ALRT<br> GluCurve App
·	CGM<br> Transmitter
---	---
·	CGM<br> Applicator and Sensor (the ”CGM Inserter”)
---	---

Whereas

·	The<br> CGM sensor is inside the applicator so it is referred to as the sensor but it is really both<br> pieces as is being referred to as the CGM Inserter. The CGM applicator uses a guide needed<br> to place the electrode into the skin and then retracts the needle while at the same time<br> presses the adhesive pad surrounding the CGM sensor housing (that holds the transmitter)<br> to the skin. The CGM transmitter then clips into the CGM sensor housing.
·	The<br> CGM Transmitter and CGM Inserter are collectively referred to as the ”CGM System”
---	---
·	MNFR<br> will manufacture and supply the CGM System to ALRT as specified in Exhibit B.
---	---
·	ALRT<br> will provide MNFR with shipping directions for the CGM System sold to Vetrinary Clinics in<br> the Territory
---	---
·	MNFR<br> will bundle the CGM System into ALRT branded packaging and will ship the CGM System in accordance<br> with the shipping directions provided by ALRT
---	---
·	End<br> customers will purchase the GluCurve from the Vetrinary clinics
---	---
·	End<br> customers will download the GluCurve App from the Android App Store, the Apple App store<br> and other places where software applications are typically downloaded.
---	---

ExhibitB

Specificationsof the CGM System

Current Model Transmitter (“PX”)

PX CGM SYSTEM SPECIFICATION
CALIBRATION FREQUENCY	[***]
TEST DURATION	[***]
SYSTEM STRUCTURE	[***]
ACCURACY (MARD)	[***]
DATA DISPLAY MODE	[***]
Warmup TIME	[***]
MEASUREMENT FREQUENCY	[***]
GLUCOSE RANGE	[***]
WATERPROOF	[***]
Real time ALARMS	[***]
Sensor SHELF LIFE	[***]
STORAGE of Sensor	[***]
STORAGE of Transmitter
Operating temperature	[***]
TANSPORTATION	[***]
MEMORY	[***]
TRANSMISSION TYPE	[***]
DATA RECEIVING RANGE	[***]
SMARTPHONE APP
COMPATIBILITY WITH ANDROID SYSTEMS	YES
COMPATIBILITY WIH iOS SYSTEMS	YES

Infinovo is working on New Model CGM (“PETS-DX”) which will include each of the CGM Transmitter and CGM Inserter into one piece. The parties have agreed that once the PETS-DX is ready, ALRT will be able to order it under this agreement.

PETS-DX CGM SYSTEM SPECIFICATION
CALIBRATION FREQUENCY	[***]
TOTAL DIMENSIONS & Weight	[***]
TEST DURATION	[***]
SYSTEM STRUCTURE	[***]
ACCURACY (MARD)	[***]
DATA DISPLAY MODE	[***]
Warmup TIME	[***]
MEASUREMENT FREQUENCY	[***]
GLUCOSE RANGE	[***]
WATERPROOF	[***]
Real time ALARMS	[***]
Sensor SHELF LIFE	[***]
STORAGE of Sensor	[***]
STORAGE of Transmitter
Operating temperature	[***]
TANSPORTATION	[***]
---	---
MEMORY	[***]
TRANSMISSION TYPE	[***]
DATA RECEIVING RANGE	[***]
SMARTPHONE APP
COMPATIBILITY WITH ANDROID SYSTEMS	YES
COMPATIBILITY WIH iOS SYSTEMS	YES

ExhibitC

Priceof the CGM System

All prices are in United States Dollars (“USD”). All prices and price arrangements between the Parties are Confidential Information.

PETS-DX CGM System – [***] per PETS-DX CGM System

PX CGM System - [***] per PX CGM System

ExhibitD

Forecast

This forecast is for the manufacture and supply of units of PX CGM Systems and PETS-DX CGM Systems during the term of this Agreement. Whereas CGM Systems are as described in the Agreement, Exhibit A and Exhibit B.

[***]

ExhibitE

QualityAgreement

[***]

Exhibit 14.1

ALR Technologies SG Ltd.

Code of Ethics and Business Conduct

1. Introduction.

1.1 The Board of Directors of ALR Technologies SG Ltd. (together with its subsidiaries, the “Company”) has adopted this Code of Ethics and Business Conduct (the “Code”) in order to:

(a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;

(b) promote full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company;

(d) promote the protection of Company assets, including corporate opportunities and confidential information;

(e) promote fair dealing practices;

(f) deter wrongdoing; and

(g) ensure accountability for adherence to the Code.

1.2 All directors, officers, employees and certain independent contractors designated by the Board of Directors (“Independent Contractors”) are required to be familiar with the Code, comply with its provisions and report any suspected violations as described below in Section 10, Reporting and Enforcement.

2. Honest and Ethical Conduct.

2.1 The Company’s policy is to promote high standards of integrity by conducting its affairs honestly and ethically.

2.2 Each director, officer, employee and Independent Contractor must act with integrity and observe the highest ethical standards of business conduct in their dealings with the Company’s customers, suppliers, partners, service providers, competitors, employees and anyone else with whom they have contact in the course of performing their job.

3. Conflicts of Interest.

3.1 A conflict of interest occurs when an individual’s private interest (or the interest of a member of their family) interferes, or even appears to interfere, with the interests of the Company as a whole. A conflict of interest can arise when an employee, officer, director or Independent Contractor (or a member of their family) takes actions or has interests that may make it difficult to perform their work for the Company objectively and effectively. Conflicts of interest also arise when an independent contractor, employee, officer, director or Independent Contractor (or a member of their family) receives improper personal benefits as a result of their position in the Company.

3.2 Loans by the Company to, or guarantees by the Company of obligations of, employees or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by the Company to, or guarantees by the Company of obligations of, any director or officer or their family members are expressly prohibited.

3.3 Whether or not a conflict of interest exists or will exist can be unclear. Conflicts of interest should be avoided unless specifically authorized as described in Section 3.4.

3.4 Persons other than directors and executive officers who have questions about a potential conflict of interest or who become aware of an actual or potential conflict should discuss the matter with, and seek a determination and prior authorization or approval from, the Company’s General Counsel.

Directors and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from the Audit Committee.

4. Compliance.

4.1 Employees, officers, directors, and Independent Contractors should comply, both in letter and spirit, with all applicable laws, rules and regulations in the cities, states and countries in which the Company operates.

4.2 Although not all employees, officers, directors and Independent Contractor are expected to know the details of all applicable laws, rules and regulations, it is important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to the Company’s General Counsel.

4.3 No director, officer, employee or Independent Contractor may purchase or sell any Company securities while in possession of material nonpublic information regarding the Company, nor may any director, officer, employee or Independent Contractor purchase or sell another company’s securities while in possession of material nonpublic information regarding that company. It is against Company policies and illegal for any director, officer, employee or Independent Contractor to use material nonpublic information regarding the Company or any other company to:

(a) obtain profit for himself or herself; or

(b) directly or indirectly “tip” others who might make an investment decision on the basis of that information.

4.4 No director, officer, employee or Independent Contractor of the Company may pay, promise to pay, or authorize the payment of money or anything of value to a domestic or foreign official, as defined in the Foreign Corrupt Practices Act, in order to influence any act or decision of the domestic foreign official in his or her official capacity or to secure any other improper advantage in order to obtain or retain business for the Company.

5. Disclosure.

5.1 The Company’s periodic reports and other documents filed with the SEC, including all financial statements and other financial information, must comply with applicable federal securities laws and SEC rules.

5.2 Each director, officer, employee and Independent Contractor who contributes in any way to the preparation or verification of the Company’s financial statements and other financial information must ensure that the Company’s books, records and accounts are accurately maintained. Each director, officer and employee must cooperate fully with the Company’s accounting and internal audit departments, as well as the Company’s independent public accountants and counsel.

5.3 Each director, officer, employee and Independent Contractor who is involved in the Company’s disclosure process must:

(a) be familiar with and comply with the Company’s disclosure controls and procedures and its internal control over financial reporting; and

(b) take all necessary steps to ensure that all filings with the SEC and all other public communications about the financial and business condition of the Company provide full, fair, accurate, timely and understandable disclosure.

6. Protection and Proper Use of Company Assets.

6.1 All directors, officers, employees and Independent Contractors should protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability and are prohibited.

6.2 All Company assets should be used only for legitimate business purposes, though incidental personal use may be permitted. Any suspected incident of fraud or theft should be reported for investigation immediately.

6.3 The obligation to protect Company assets includes the Company’s proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records and any nonpublic financial data or reports. Unauthorized use or distribution of this information is prohibited and could also be illegal and result in civil or criminal penalties.

7. Corporate Opportunities. All directors, officers, employees and Independent Contractors owe a duty to the Company to advance its interests when the opportunity arises. Directors, officers, employees and Independent Contractors are prohibited from taking for themselves personally (or for the benefit of friends or family members) opportunities that are discovered through the use of Company assets, property, information or position. Directors, officers, employees and Independent Contractors may not use Company assets, property, information or position for personal gain (including gain of friends or family members). In addition, no director, officer or employee may compete with the Company.

8. Confidentiality. Directors, officers, employees and Independent Contractors should maintain the confidentiality of information entrusted to them by the Company or by its customers, suppliers or partners, except when disclosure is expressly authorized or is required or permitted by law. Confidential information includes all nonpublic information (regardless of its source) that might be of use to the Company’s competitors or harmful to the Company or its customers, suppliers or partners if disclosed.

9. Fair Dealing. Each director, officer, employee and Independent Contractor must deal fairly with the Company’s customers, suppliers, partners, service providers, competitors, employees and anyone else with whom they have contact in the course of performing their job. No director, officer, employee or Independent Contractors may take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of facts or any other unfair dealing practice.

10. Reporting and Enforcement.

10.1 Reporting and Investigation of Violations.

(a) Actions prohibited by this Code involving directors or executive officers must be reported to the Audit Committee.

(b) Actions prohibited by this Code involving anyone other than a director or executive officer must be reported to the Company’s General Counsel and Audit Committee.

(c) After receiving a report of an alleged prohibited action, the Audit Committee or the Company’s General Counsel, as applicable, must promptly take all appropriate actions necessary to investigate.

(d) All directors, officers and employees are expected to cooperate in any internal investigation of misconduct.

10.2 Enforcement.

(a) The Company must ensure prompt and consistent action against violations of this Code.

(b) If, after investigating a report of an alleged prohibited action by a director or executive officer, the Audit Committee determines that a violation of this Code has occurred, the Audit Committee will report such determination to the Board of Directors.

(c) Upon receipt of a determination or determination, as applicable, that there has been a violation of this Code, the Board of Directors or the General Counsel will take such preventative or disciplinary action as it deems appropriate, including, but not limited to, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities.

10.3 Waivers.

(a) Each of the Audit Committee (in the case of a violation by a director or executive officer) and the General Counsel (in the case of a violation by any other person) may, in its discretion, waive any violation of this Code.

(b) Any waiver for a director or an executive officer shall be disclosed as required by SEC and any applicable exchange rules.

10.4 Prohibition on Retaliation.

The Company does not tolerate acts of retaliation against any director, officer, employee or Independent Contractor who makes a good faith report of known or suspected acts of misconduct or other violations of this Code.

Acknowledgment of Receipt and Review

To be signed and returned to the Company’s General Counsel.

I, _______________________, acknowledge that I have received and read a copy of the ALR Technologies SG Ltd. Code of Ethics and Business Conduct. I understand the contents of the Code and I agree to comply with the policies and procedures set out in the Code.

I understand that I should approach the Company’s General Counsel if I have any questions about the Code generally or any questions about reporting a suspected conflict of interest or other violation of the Code.

Signature<br><br> <br><br><br> <br><br><br> <br>Printed<br> Name<br><br> <br><br><br> <br><br><br> <br>Date

Exhibit21.1

Subsidiariesof the Registrant

The following is a list of our subsidiaries as of December 31, 2022.

Name	Jurisdiction of Incorporation
ALR<br> Technologies Inc.	Nevada
Canada<br> Diabetes Solution Centre Inc.	Canada

EXHIBIT 31.1

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACTOF 2002

I, Sidney Chan, certify that:

1.	I have reviewed this Form 20-F for the year ended December 31, 2022 of ALR Technologies SG Ltd. (the “Company”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4.	The Company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
a.		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared
b.		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.		Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.		Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
5.	The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):
a.		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and
b.		Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

Date: May 1, 2023

By: /s/ Sidney Chan

Sidney Chan

Chief Executive Officer and Chief Financial Officer

EXHIBIT 31.2

CERTIFICATION

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACTOF 2002

I, Sidney Chan, certify that:

1.	I have reviewed this Form 20-F for the year ended December 31, 2022 of ALR Technologies SG Ltd. (the “Company”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4.	The Company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
a.		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared
b.		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.		Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.		Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter (the Company's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
5.	The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):
a.		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and
b.		Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

Date: May 1, 2023

By: /s/ Sidney Chan

Sidney Chan

Chief Executive Officer and Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACTOF 2002 (18 U.S.C SECTION 1350)

In connection with the Annual Report of ALR Technologies SG Ltd. (the “Company”) on Form 20-F for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (the “Report”), I, Sidney Chan, Chief Executive Officer and Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to my knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This Certification has not been, and shall not be deemed, “filed” with the Securities and Exchange Commission.

Date: May 1, 2023

By: /s/ Sidney Chan

Sidney Chan

Chief Executive Officer and Chief Financial Officer

20-F

UNITED

SECURITIES AND

Washington, D.C.

FORM 20-F

Commission file

88-0225807

sidney.chan@alrt.com

Indicate the number of outstanding shares

YES

YES

TABLE OF CONTENTS

INTRODUCTION

PART I

PART II

PART III

SIGNATURES

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