AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 27, 2021
REGISTRATION
NO. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
BIOTRICITY
INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of
incorporation
or organization)
47-2548273
I.R.S.
Employer Identification Number
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275
Shoreline Drive, Suite 150
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Redwood
City, CA 94065
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(650)
832-1626
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(Address,
including zip code, and telephone number, including area code of registrant’s principal executive offices)
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Waqaas
Al-Siddiq, CEO
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Biotricity
Inc.
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275
Shoreline Drive, Suite 150
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Redwood
City, CA 94065
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(650)
832-1626
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(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Gregory
Sichenzia, Esq.
Sichenzia
Ross Ference LLP
1185
Avenue of the Americas, 31ST Floor
New
York, New York 10036
Phone:
212-930-9700
Fax:
212-930-9725
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box: [ ]
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plants, check
the following box: [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[X]
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Smaller
reporting company
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[X]
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Emerging
growth company
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[ ]
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. [ ]
CALCULATION
OF REGISTRATION FEE
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Title
of each class of Securities to be registered
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Amount
to be registered(1)
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Proposed Maximum Offering Price per unit
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Proposed maximum aggregate offering price(2)
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Amount
of registration fee(3)
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Common stock, par value $0.001 per share
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—
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—
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—
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—
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Preferred stock, par value $0.001 per share
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—
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—
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—
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—
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Warrants(4)
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—
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—
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—
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—
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Units(5)
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—
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—
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—
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—
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Total
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—
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—
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$
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100,000,000
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$
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10,910
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(1)
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There
are being registered hereunder such indeterminate number of shares of common stock, preferred stock, and warrants to purchase
common stock or preferred stock, as shall have an aggregate initial offering price not to exceed $100,000,000. The securities
registered also include such indeterminate amounts and numbers of common stock and preferred stock as may be issued upon conversion
of or exchange for preferred stock that provide for conversion or exchange, upon exercise of warrants, or pursuant to the
anti-dilution provisions of any such securities.
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(2)
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In
no event will the aggregate offering price of all securities issued from time to time pursuant to this registration statement
exceed $100,000,000.
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(3)
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Calculated
pursuant to Rule 457(o) under the Securities Act. The total amount is being paid herewith.
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(4)
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Includes
any warrants to purchase common stock and any warrants to purchase preferred stock.
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(5)
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Any
of the securities registered hereunder may be sold separately, or as units with other securities registered hereby. We will
determine the proposed maximum offering price per unit when we issue the above listed securities. The proposed maximum per
unit and aggregate offering prices per class of securities will be determined from time to time by the registrant in connection
with the issuance by the registrant of the securities registered under this registration statement and is not specified as
to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities Act.
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The
registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
relating to these securities that has been filed with the Securities and Exchange Commission is effective. This prospectus is
not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
(Subject
to Completion, Dated April 27, 2021)
PROSPECTUS
$100,000,000
BIOTRICITY
INC.
Common
Stock
Preferred
Stock
Warrants
Units
We
may from time to time, in one or more offerings at prices and on terms that we will determine at the time of each offering, sell
common stock, preferred stock, warrants, or a combination of these securities, or units, for an aggregate initial offering price
of up to $100,000,000. This prospectus describes the general manner in which our securities may be offered using this prospectus.
Each time we offer and sell securities, we will provide you with a prospectus supplement that will contain specific information
about the terms of that offering. Any prospectus supplement may also add, update, or change information contained in this prospectus.
You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed
to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby.
Our
common stock is currently traded on the OTCQB under the symbol “BTCY.” On April 23, 2021, the last reported sales
price for our common stock was $2.1900 per share. The prospectus supplement will contain information, where applicable, as to
any other listing of the securities on the OTCQB or any other securities market or exchange covered by the prospectus supplement.
The
aggregate market value of our outstanding common stock held by non-affiliates was approximately $77, 106,884, which was calculated
based on 28,038,867 shares of outstanding common stock held by non-affiliates as of March 3, 2021, and a price per share of $2.75,
the closing price of our common stock on that same date.
The
securities offered by this prospectus involve a high degree of risk. See “Risk Factors” beginning on page 4, in
addition to Risk Factors contained in the applicable prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We
may offer the securities directly or through agents or to or through underwriters or dealers. If any agents or underwriters are
involved in the sale of the securities their names, and any applicable purchase price, fee, commission or discount arrangement
between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus
supplement. We can sell the securities through agents, underwriters or dealers only with delivery of a prospectus supplement describing
the method and terms of the offering of such securities. See “Plan of Distribution.”
This
prospectus is dated ___________, 2021
Table
of Contents
You
should rely only on the information contained or incorporated by reference in this prospectus or any prospectus supplement. We
have not authorized anyone to provide you with information different from that contained or incorporated by reference into this
prospectus. If any person does provide you with information that differs from what is contained or incorporated by reference in
this prospectus, you should not rely on it. No dealer, salesperson or other person is authorized to give any information or to
represent anything not contained in this prospectus. You should assume that the information contained in this prospectus or any
prospectus supplement is accurate only as of the date on the front of the document and that any information contained in any document
we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the
time of delivery of this prospectus or any prospectus supplement or any sale of a security. These documents are not an offer to
sell or a solicitation of an offer to buy these securities in any circumstances under which the offer or solicitation is unlawful.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a
“shelf” registration process. Under this shelf registration process, we may sell any combination of the securities
described in this prospectus in one of more offerings up to a total dollar amount of proceeds of $100,000,000. This prospectus
describes the general manner in which our securities may be offered by this prospectus. Each time we sell securities, we will
provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement
may also add, update or change information contained in this prospectus or in documents incorporated by reference in this prospectus.
The prospectus supplement that contains specific information about the terms of the securities being offered may also include
a discussion of certain U.S. Federal income tax consequences and any risk factors or other special considerations applicable to
those securities. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made
in this prospectus or in documents incorporated by reference in this prospectus, you should rely on the information in the prospectus
supplement. You should carefully read both this prospectus and any prospectus supplement together with the additional information
described under “Where You Can Find More Information” before buying any securities in this offering.
Unless
otherwise noted, references in this prospectus to “Biotricity,” the “Company,” “we,” “our,”
or “us” means Biotricity Inc., the registrant, and, unless the context otherwise requires, together with its subsidiaries,
including iMedical Innovation Inc., a Canadian corporation (“iMedical”). References to iMedical refer to such company
prior to its acquisition by the Company on February 2, 2016.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents and information incorporated by reference in this prospectus include forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities
Exchange Act of 1934, as amended, or the Exchange Act. These statements are based on our management’s beliefs and assumptions
and on information currently available to our management. Forward-looking statements include statements concerning:
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possible or assumed future results of operations;
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our
business strategies;
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our
ability to attract and retain customers;
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our
ability to sell additional products and services to customers;
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our
cash needs and financing plans;
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our
competitive position;
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our
industry environment;
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our
potential growth opportunities;
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expected
technological advances by us or by third parties and our ability to leverage them;
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the
effects of future regulation; and
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the
effects of competition.
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All
statements in this prospectus and the documents and information incorporated by reference in this prospectus that are not historical
facts are forward-looking statements. We may, in some cases, use terms such as “anticipates,” “believes,”
“could,” “estimates,” “expects,” “intends,” “may,” “plans,”
“potential,” “predicts,” “projects,” “should,” “will,” “would”
or similar expressions or the negative of such items that convey uncertainty of future events or outcomes to identify forward-looking
statements.
Forward-looking
statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake
no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change,
except as may be required by applicable law. Although we believe that the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
ABOUT
BIOTRICITY
Our
Business
Biotricity
Inc. is is a medical technology company focused on biometric data monitoring solutions. Our aim is to deliver innovative, remote
monitoring solutions to the medical, healthcare, and consumer markets, with a focus on diagnostic and post-diagnostic solutions
for lifestyle and chronic illnesses. We approach the diagnostic side of remote patient monitoring by applying innovation within
existing business models where reimbursement is established. We believe this approach reduces the risk associated with traditional
medical device development and accelerates the path to revenue. In post-diagnostic markets, we intend to apply medical grade biometrics
to enable consumers to self-manage, thereby driving patient compliance and reducing healthcare costs. We intend to first focus
on a segment of the diagnostic mobile cardiac telemetry market, otherwise known as MCT, while providing our chosen markets with
the capability to also perform other cardiac studies.
We
developed our FDA-approved Bioflux® MCT technology, comprised of a monitoring device and software components, which we made
available to the market under limited release on April 6, 2018, in order to assess, establish and develop sales processes and
market dynamics. The fiscal year ended March 30, 2020 marked the Company’s first year of expanded commercialization efforts,
focused on sales growth and expansion. We have expanded our sales efforts to 20 states, with intention to expand further and compete
in the broader US market using an insourcing business model. Our technology has a large potential total addressable market, which
can include hospitals, clinics and physicians’ offices, as well as other IDTFs. We believe our solution’s insourcing
model, which empowers physicians with state-of-the-art technology and charges technology service fees for its use, has the benefit
of a reduced operating overhead for the Company, and enables a more efficient market penetration and distribution strategy. This,
when combined with the value the Company’s solution in the diagnosis of cardiac arrhythmias, enhancement of patient outcomes,
improved patient compliance, and the corresponding reduction of healthcare costs, is driving growth and increasing revenues.
We
are a technology company focused on earning utilization-based recurring technology fee revenue. The Company’s ability to
grow this type of revenue is predicated on the size and quality of its sales force and their ability to penetrate the market and
place devices with clinically focused, repeat users of its cardiac study technology. The Company plans to grow its sales force
in order to address new markets and achieve sales penetration in the markets currently served. The Company has also developed
or is developing several other ancillary technologies, which will require application for further FDA clearances, which the Company
anticipates applying for within the next to twelve months. Among these are:
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advanced
ECG analysis software that can analyze and synthesize patient ECG monitoring data with the purpose of distilling it down to
the important information that requires clinical intervention, while reducing the amount of human intervention necessary in
the process;
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the
Biotres patch solution, which will be a novel product in the field of Holter monitoring;
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the
Bioflux® 2.0, which is the next generation of our award winning Bioflux®
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During
the nine months ended December 31, 2020, the Company announced that it received a 510(k) clearance from the FDA for its Bioflux
Software II System, engineered to improve workflows and reduce estimated analysis time from 5 minutes to 30 seconds. ECG monitoring
requires significant human oversight to review and interpret incoming patient data to discern actionable events for clinical intervention,
highlighting the necessity of driving operational efficiency. This improvement in analysis time reduces operational costs and
allows the company to continue to focus on excellent customer service and industry-leading response times to physicians and their
at-risk patients. Additionally, these advances mean we can focus our resources on high-level operations and sales to help drive
greater revenue.
Corporate
Overview
Our
Company was incorporated on August 29, 2012 in the State of Nevada. At the time of incorporation, the name of our company was
Metasolutions, Inc. Our name was changed to Biotricy Inc. on January 27, 2016.
Our
principal executive office is located at 275 Shoreline Drive, Redwood City, California, and our telephone number is (650) 832-1626.
Our website address is www.biotricity.com. The information on our website is not part of this prospectus.
The
Acquisition Transaction
On
February 2, 2016 we completed our acquisition of iMedical through our indirect subsidiary 1062024 B.C. LTD., a company existing
under the laws of the Province of British Columbia (“Exchangeco”) (collectively referred to as the “Acquisition
Transaction”). In connection with the closing of the Acquisition Transaction, the former shareholders of iMedical entered
into a transaction whereby their existing common shares of iMedical were exchanged for either: (a) shares in the capital of Exchangeco
that are exchangeable for shares of our common stock at the same ratio as if the shareholders exchanged their common shares in
iMedical at the consummation of the Acquisition Transaction for our common stock (the “Exchangeable Shares”); or (b)
shares of our common stock, which (assuming exchange of all such Exchangeable Shares) would equal in the aggregate a number of
shares of our common stock that constitute 90% of our issued and outstanding shares as of the date of the closing date of the
Acquisition Transaction.
On
February 2, 2016, we also entered into an Exchange Agreement with 1061806 BC LTD. (“Callco”), a British Columbia corporation
and our wholly owned subsidiary, Exchangeco, iMedical and the former shareholders of iMedical (the “Exchange Agreement”),
whereby Exchangeco acquired 100% of the outstanding common shares of iMedical, taking into account the Exchangeable Share Transaction
(as defined below). After giving effect to this transaction, we commenced operations through iMedical, as facilitated by our 100%
ownership of Exchangeco (other than the Exchangeable Shares) and Callco. Effective
on the closing of the Acquisition Transaction, (a) the Company issued approximately 1.197 shares of its common stock in exchange
for each common share of iMedical held by iMedical shareholders who in general terms, are not residents of Canada, and (b) shareholders
of iMedical who in general terms, are Canadian residents (for the purposes of the Income Tax Act (Canada)) (the “Eligible
Holders”) received approximately 1.197 Exchangeable Shares in the capital of Exchangeco in exchange for each common share
of iMedical held (collectively, (a) and (b) being, the “Exchangeable Share Transaction”). As part of the Exchangeable
Share Transaction, we entered into a Voting and Exchange Trust Agreement (the “Trust Agreement”) with Exchangeco,
Callco and Computershare Trust Company of Canada (the “Trustee”).
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before making an investment decision, you should consider carefully the risks,
uncertainties and other factors described in our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent
quarterly reports on Form 10-Q and current reports on Form 8-K that we have filed or will file with the SEC, which are incorporated
by reference into this prospectus. Our business, affairs, prospects, assets, financial condition, results of operations and cash
flows could be materially and adversely affected by these risks. For more information about our SEC filings, please see “Where
You Can Find More Information”.
USE
OF PROCEEDS
Unless
otherwise indicated in a prospectus supplement, we intend to use the net proceeds from the sale of the securities under this prospectus
for general corporate purposes, including working capital.
DESCRIPTION
OF COMMON STOCK
General
Our
authorized capital stock consists of 125,000,000 shares of common stock, with a par value of $0.001 per share, and 10,000,000
shares of preferred stock, with a par value of $0.001 per share. As of April 26, 2021, there were 36,124,964 shares of Common
Stock issued and outstanding, and 2,889,978 Exchangeable Shares issued and outstanding that convert directly into common shares,
which when combined with Common Stock produce an amount equivalent to 39,014,942 outstanding shares upon the exchange of Exchangeable
Shares.
Common
Stock
Pursuant
to Article II of the Amended and Restated By-laws of the Company, each holder of Common Stock and securities exchangeable into
Common Stock that vote with the Common Stock are entitled to one vote for each share of Common Stock held of record by such holder
with respect to all matters to be voted on or consented to by our stockholders, except as may otherwise be required by applicable
Nevada law. Unless the vote of a greater number or voting by classes is required by Nevada statute, the Company’s Articles
of Incorporation or its bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the
voting power of the capital stock (or securities exchangeable in accordance with their terms into capital stock of the Company)
present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the shareholders.
Furthermore, except as otherwise required by law, the Company’s Articles of Incorporation or its bylaws, directors shall
be elected by a plurality of the voting power of the capital stock (or securities exchangeable in accordance with their terms
into capital stock of the Company) present in person or represented by proxy at the meeting and entitled to vote on the election
of directors.
The
stockholders do not have pre-emptive rights under our Certificate of Incorporation to acquire additional shares of Common Stock
or other securities. The Common Stock is not being subject to redemption rights and carries no subscription or conversion rights.
In the event of liquidation of the Company, the stockholders will be entitled to share in corporate assets on a pro rata basis
after the Company satisfies all liabilities and after provision is made for each class of capital stock having preference over
the Common Stock (if any). Subject to the laws of the State of Nevada, if any, of the holders of any outstanding series of preferred
stock, the Board of Directors will determine, in their discretion, to declare dividends advisable and payable to the holders of
outstanding shares of Common Stock. Shares of our Common Stock are subject to transfer restrictions.
Transfer
Agent and Registrar
Action
Stock Transfer Corporation is the transfer agent for our shares of common stock. Its address is 2469 E. Fort Union Blvd., Suite
214, Salt Lake City, UT 84121; Telephone: (801) 274-1088.
Listing
Our
common stock is currently quoted on the OTCQB under the symbol “BTCY”.
DESCRIPTION
OF PREFERRED STOCK
Blank-Check
Preferred Stock
We
are currently authorized to issue up to 10,000,000 shares of blank check preferred stock, $0.001 par value per share, of which
one share has currently been designated as the Special Voting Preferred Stock (as described below). The Board
of Directors has the discretion to issue shares of preferred stock in series and, by filing a Preferred Stock Designation or similar
instrument with the Nevada Secretary of State, to establish from time to time the number of shares to be included in each such
series, and to fix the designation, power, preferences and rights of the shares of each such Series and the qualifications, limitations
and restrictions thereof.
Preferred
stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization
of stockholders unless such authorization is required by applicable law, the rules of the securities exchange or market on which
our stock is then listed or admitted to trading.
Our
board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect
the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility
in connection with possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying,
deferring or preventing a change in control of the Company.
A
prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering.
Such prospectus supplement will include:
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the
title and stated or par value of the preferred stock;
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the
number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred
stock;
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the
dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock;
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whether
dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall
accumulate;
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the
provisions for a sinking fund, if any, for the preferred stock;
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any
voting rights of the preferred stock;
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the
provisions for redemption, if applicable, of the preferred stock;
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any
listing of the preferred stock on any securities exchange;
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the
terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the
conversion price or the manner of calculating the conversion price and conversion period;
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if
appropriate, a discussion of Federal income tax consequences applicable to the preferred stock; and
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any
other specific terms, preferences, rights, limitations or restrictions of the preferred stock.
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The
terms, if any, on which the preferred stock may be convertible into or exchangeable for our common stock will also be stated in
the preferred stock prospectus supplement. The terms will include provisions as to whether conversion or exchange is mandatory,
at the option of the holder or at our option, and may include provisions pursuant to which the number of shares of our common
stock to be received by the holders of preferred stock would be subject to adjustment.
Special
Voting Preferred Stock
The
Board authorized the designation of a class of the Special Voting Preferred Stock, with the rights and preferences specified below.
For purposes of deferring Canadian tax liabilities that would be incurred by certain of our shareholders, iMedical and its shareholders
have entered into a transaction pursuant to which the eligible holders, who would have otherwise received shares of common stock
of the Company pursuant to the Acquisition Transaction, received Exchangeable Shares. The right to vote the Common Stock equivalent
of such Exchangeable Shares shall be conducted by the vote of the Special Voting Preferred Stock issued to the Trustee.
In
that regard, we have designated one share of preferred stock as the Special Voting Preferred Stock with a par value of $0.001
per share. The rights and preferences of the Special Voting Preferred Stock entitle the holder (the Trustee and, indirectly, the
holders of the Exchangeable Shares) to the following:
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the right to vote in all circumstances in which holders of our common stock have the right to vote, with the common stock as one
class;
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an aggregate number of votes equal to the number of shares of our common stock that are issuable to the holders of the outstanding
Exchangeable Shares;
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the same rights as the holders of our common stock as to notices, reports, financial statements and attendance at all stockholder
meetings;
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no entitlement to dividends; and
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a total sum of $1.00 upon windup, dissolution or liquidation of the Company.
The
Company may cancel the Special Voting Preferred Stock when there are no Exchangeable Shares outstanding and no option or other
commitment of iMedical of its affiliates, which could require iMedical or its affiliates to issue more Exchangeable Shares.
As
set forth above, the holders of the Exchangeable Shares, through the Special Voting Preferred Stock, have voting rights and other
attributes corresponding to the Common Stock. The Exchangeable Shares provide an opportunity for Eligible Holders to obtain a
full deferral of taxable capital gains for Canadian federal income tax purposes in specified circumstances.
Series
A Preferred Stock
On
December 19, 2019, the Company entered into a Securities Purchase Agreement with one accredited investor. Pursuant to the SPA,
the company sold 6,000 Shares of its Series A convertible Preferred Stock at a per share price of$1,000 per preferred share and
received gross proceeds of $6,000,000.
The
Company filed the Certificate of Designations with the Secretary of State of Nevada a Certificate of Designation of Rights, Powers,
Preferences, Privileges and Restrictions of Series A Convertible Preferred Stock (the “Certificate of Designations) with
the Sectary of State of the State of Nevada.
Pursuant
to the Certificate of Designations the Company designated 20,000 shares of preferred stock as Series A Convertible Preferred Stock
(the “Series A Preferred”). The Series A Preferred will not be entitled to any voting rights except as may be required
by applicable law.
Commencing
24 months after the issuance date of the Series A Preferred subject to the beneficial ownership limitations in the Certificate
of Designations and the Company’s right of redemption, and the holder of Series A Preferred may convert the Series A Preferred
into shares of the Company’s common stock on a monthly basis up to 5% of the aggregate amount of the e aggregate amount
of the purchase price of the Series A Convertible Preferred purchased by such Holder as adjusted (reduced) to reflect any Series
A Convertible Preferred that the Holder has previously converted or no longer owns at a conversion price equal to the greater
of $.001 or a 15% discount to the VWAP (as defined in the Certificate of Designations) for the (Company’s Common Stock)
five Trading Days immediately prior to the conversion date (the “Conversion Rate”). Additionally, the Company and
the Holder may agree to exchange such Holder’s outstanding Preferred Shares for shares of common stock in any common stock
financing being conducted by the Company at a 15% discount to the pricing of that financing. Except as required by law the Preferred
Shares shall not have any liquidation rights.
From
and after the first date of issuance of any Preferred Shares (the “Initial Issuance Date”), dividends shall be paid
at the rate of 12% per annum of the amount of the Holder’s (each a “Holder” and collectively the “Holders”)
purchase price for the Preferred Shares pursuant to the Securities Purchase Agreement (or similar agreement) between the Company
and the Purchaser as adjusted (reduced) to reflect any Series Convertible Preferred That the Holder has previously converted or
no longer owns and such dividend shall be paid quarterly provided that the Holder and the Company may mutually agree to accrue
and defer any such dividend
The
Company may redeem all or part of the outstanding Preferred Shares (i) pursuant to Section 4(c) of the Certificate of Designations
and/or (ii) after one year from the date of issuance of such Preferred Shares, by paying an amount equal to the aggregate purchase
price paid by the Holder for the Preferred Shares as adjusted (reduced) to reflect any Preferred Shares that the Holder no longer
owns multiplied by 110% plus accrued dividends. The Company may exercise its right to redemption by giving notice to the Holders
whose Preferred Shares it is seeking to redeem along with the terms and the amounts of such redemption and at such time as the
Holder receives a notice of such redemption then the Holder may no longer convert such Preferred Shares and such Preferred Shares
shall be deemed to no longer be outstanding.
The
Series A Convertible Preferred were offered and sold pursuant to an exemption from the registration requirements under Section
4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.
Under
the Certificate of Designations no time may all or a portion of the Series A Convertible Preferred Stock be converted if the number
of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common
Stock owned by the Holder at such time, the number of shares of Common Stock that would result in the Holder beneficially owning
(as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) more than 4.99% of all of the Common
Stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”); provided, however, that,
upon the Holder providing the Company with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that
the Holder would like to waive this Section 4(e) with regard to any or all shares of Common Stock issuable upon conversion of
the Preferred Shares, this Section 4(e) will be of no force or effect with regard to all or a portion of the Series A Convertible
Preferred Stock referenced in the 4.99% Waiver Notice but shall in no event waive the 9.99% Beneficial Ownership Limitation.
DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of preferred stock or common stock. Warrants may be issued independently or together with
any preferred stock or common stock, and may be attached to or separate from any offered securities. Each series of warrants will
be issued under a separate warrant agreement to be entered into between a warrant agent specified in the agreement and us. The
warrant agent will act solely as our agent in connection with the warrants of that series and will not assume any obligation or
relationship of agency or trust for or with any holders or beneficial owners of warrants. This summary of some provisions of the
securities warrants is not complete. You should refer to the securities warrant agreement, including the forms of securities warrant
certificate representing the securities warrants, relating to the specific securities warrants being offered for the complete
terms of the securities warrant agreement and the securities warrants. The securities warrant agreement, together with the terms
of the securities warrant certificate and securities warrants, will be filed with the SEC in connection with the offering of the
specific warrants.
The
applicable prospectus supplement will describe the following terms, where applicable, of the warrants in respect of which this
prospectus is being delivered:
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the
title of the warrants;
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the
aggregate number of the warrants;
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the
price or prices at which the warrants will be issued;
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the
designation, amount and terms of the offered securities purchasable upon exercise of the warrants;
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if
applicable, the date on and after which the warrants and the offered securities purchasable upon exercise of the warrants
will be separately transferable;
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the
terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise
of such warrants;
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any
provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price
of the warrants;
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the
price or prices at which and currency or currencies in which the offered securities purchasable upon exercise of the warrants
may be purchased;
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the
date on which the right to exercise the warrants shall commence and the date on which the right shall expire;
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the
minimum or maximum amount of the warrants that may be exercised at any one time;
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information
with respect to book-entry procedures, if any;
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if
appropriate, a discussion of Federal income tax consequences; and
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any
other material terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of
the warrants.
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Warrants
for the purchase of common stock or preferred stock will be offered and exercisable for U.S. dollars only. Warrants will be issued
in registered form only.
Upon
receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant
agent or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the purchased
securities. If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will
be issued for the remaining warrants.
Prior
to the exercise of any securities warrants to purchase preferred stock or common stock, holders of the warrants will not have
any of the rights of holders of the common stock or preferred stock purchasable upon exercise, including in the case of securities
warrants for the purchase of common stock or preferred stock, the right to vote or to receive any payments of dividends on the
preferred stock or common stock purchasable upon exercise.
DESCRIPTION
OF UNITS
As
specified in the applicable prospectus supplement, we may issue units consisting of shares of common stock, shares of preferred
stock or warrants or any combination of such securities.
The
applicable prospectus supplement will specify the following terms of any units in respect of which this prospectus is being delivered:
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the
terms of the units and of any of the common stock, preferred stock and warrants comprising the units, including whether and
under what circumstances the securities comprising the units may be traded separately;
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a
description of the terms of any unit agreement governing the units; and
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a
description of the provisions for the payment, settlement, transfer or exchange of the units.
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PLAN
OF DISTRIBUTION
We
may sell the securities offered through this prospectus (i) to or through underwriters or dealers, (ii) directly to purchasers,
including our affiliates, (iii) through agents, or (iv) through a combination of any these methods. The securities may be distributed
at a fixed price or prices, which may be changed, market prices prevailing at the time of sale, prices related to the prevailing
market prices, or negotiated prices. The prospectus supplement will include the following information:
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the
terms of the offering;
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the
names of any underwriters or agents;
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the
name or names of any managing underwriter or underwriters;
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the
purchase price of the securities;
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any
over-allotment options under which underwriters may purchase additional securities from us;
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the
net proceeds from the sale of the securities
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any
delayed delivery arrangements
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any
underwriting discounts, commissions and other items constituting underwriters’ compensation;
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any
initial public offering price;
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any
discounts or concessions allowed or reallowed or paid to dealers;
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any
commissions paid to agents; and
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any
securities exchange or market on which the securities may be listed.
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Sale
Through Underwriters or Dealers
Only
underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
If
underwriters are used in the sale, the underwriters will acquire the securities for their own account, including through underwriting,
purchase, security lending or repurchase agreements with us. The underwriters may resell the securities from time to time in one
or more transactions, including negotiated transactions. Underwriters may sell the securities in order to facilitate transactions
in any of our other securities (described in this prospectus or otherwise), including other public or private transactions and
short sales. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more
managing underwriters or directly by one or more firms acting as underwriters. Unless otherwise indicated in the prospectus supplement,
the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will
be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time
any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.
If
dealers are used in the sale of securities offered through this prospectus, we will sell the securities to them as principals.
They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. The prospectus
supplement will include the names of the dealers and the terms of the transaction.
Direct
Sales and Sales Through Agents
We
may sell the securities offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such
securities may also be sold through agents designated from time to time. The prospectus supplement will name any agent involved
in the offer or sale of the offered securities and will describe any commissions payable to the agent. Unless otherwise indicated
in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its
appointment.
We
may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning
of the Securities Act with respect to any sale of those securities. The terms of any such sales will be described in the prospectus
supplement.
Delayed
Delivery Contracts
If
the prospectus supplement indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase securities at the public offering price under delayed delivery contracts. These contracts would provide
for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described
in the prospectus supplement. The applicable prospectus supplement will describe the commission payable for solicitation of those
contracts.
Continuous
Offering Program
Without
limiting the generality of the foregoing, we may enter into a continuous offering program equity distribution agreement with a
broker-dealer, under which we may offer and sell shares of our common stock from time to time through a broker-dealer as our sales
agent. If we enter into such a program, sales of the shares of common stock, if any, will be made by means of ordinary brokers’
transactions on the OTCQB at market prices, block transactions and such other transactions as agreed upon by us and the broker-dealer.
Under the terms of such a program, we also may sell shares of common stock to the broker-dealer, as principal for its own account
at a price agreed upon at the time of sale. If we sell shares of common stock to such broker-dealer as principal, we will enter
into a separate terms agreement with such broker-dealer, and we will describe this agreement in a separate prospectus supplement
or pricing supplement.
Market
Making, Stabilization and Other Transactions
Unless
the applicable prospectus supplement states otherwise, other than our common stock all securities we offer under this prospectus
will be a new issue and will have no established trading market. We may elect to list offered securities on an exchange or in
the over-the-counter market. Any underwriters that we use in the sale of offered securities may make a market in such securities,
but may discontinue such market making at any time without notice. Therefore, we cannot assure you that the securities will have
a liquid trading market.
Any
underwriter may also engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule
104 under the Securities Exchange Act. Stabilizing transactions involve bids to purchase the underlying security in the open market
for the purpose of pegging, fixing or maintaining the price of the securities. Syndicate covering transactions involve purchases
of the securities in the open market after the distribution has been completed in order to cover syndicate short positions.
Penalty
bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the
syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions,
syndicate covering transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence
of the transactions. The underwriters may, if they commence these transactions, discontinue them at any time.
General
Information
Agents,
underwriters, and dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities,
including liabilities under the Securities Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of,
engage in transactions with or perform services for us, in the ordinary course of business.
LEGAL
MATTERS
The
validity of the issuance of the securities offered by this prospectus will be passed upon for us by Sichenzia Ross Ference LLP,
New York, New York.
EXPERTS
The
consolidated financial statements of Biotricity Inc. as of and for the years ended March 31, 2020 and 2019 appearing in Biotricty
Inc. Annual Report on Form 10-K for the year ended March 31, 2020 have been audited by SRCO Professional Corporation, Chartered
Professional Accountants as set forth in its report thereon, included therein , and incorporated by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and special reports, along with other information with the SEC. Our SEC filings are available to the public
over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s
Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information
on the Public Reference Room.
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities offered hereby
under the Securities Act of 1933, as amended. This prospectus does not contain all of the information included in the registration
statement, including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration
statement from the SEC at the address listed above or from the SEC’s internet site.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
This
prospectus is part of a registration statement filed with the SEC. The SEC allows us to “incorporate by reference”
into this prospectus the information that we file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information
that we file later with the SEC will automatically update and supersede this information. The following documents are incorporated
by reference and made a part of this prospectus:
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our Annual Report on Form 10-K for the year ended March 31, 2020 filed with the SEC on July 15, 2020
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our Quarterly Reports on Form 10-Q for the periods ended June 30, 2020, September 30, 2020, and December 31, 2021, filed with the SEC on August 14, 2020, November 13, 2020 and February 16, 2021, respectively;
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our Current Reports
on Form 8-K filed with the SEC on April 13, 2020, May 11, 2020, June 11, 2020 (as amended by the Current Report on Form
8-K/A filed with the SEC on April 27, 2021), June 26, 2020, July 13, 2020, August 6, 2020, August 13, 2020, November 20,
2020, December 31, 2020 January 22, 2021, February 12, 2021, and April 15, 2021
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the description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on July 16, 2020 (File No. 000-56074), including any amendment or report filed for the purpose of updating such description and
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all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of this offering.
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Notwithstanding
the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits,
is not incorporated by reference in this prospectus.
The
information about us contained in this prospectus should be read together with the information in the documents incorporated by
reference. You may request a copy of any or all of these filings, at no cost, by writing or telephoning us at: Waqaas Al-Siddiq,
Biotricity Inc., 275 Shoreline Drive, Suite 150, Redwood City, CA 94065, telephone number (650) 832-1626.
$100,000,000
Common
Stock
Preferred
Stock
Warrants
Units
Biotricity
Inc.
Prospectus
,
2021
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following table sets forth the costs and expenses payable by Biotricity Inc. (the “Registrant”) in connection with
this offering, other than underwriting commissions and discounts, all of which are estimated except for the SEC registration fee.
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Item
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Amount
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SEC registration fee
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$
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10,910
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Printing and engraving expenses
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*
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Legal fees and expenses
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*
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Accounting fees and expenses
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*
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Transfer agent and registrar’s fees and expenses
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*
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Miscellaneous expenses
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*
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Total
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$
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*
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*
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These
fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this
time. The applicable prospectus supplement will set forth the estimated amount of expenses of any offering of securities.
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Item
15. Indemnification of Directors and Officers.
Nevada
Revised Statute (“NRS”) Section 78.7502 provides that a corporation shall indemnify any director, officer,
employee or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him
in connection with any the defense to the extent that a director, officer, employee or agent of a corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred to Section 78.7502(1) or 78.7502(2), or in defense
of any claim, issue or matter therein.
NRS
78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except
an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding
if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful.
NRS
Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred
by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or
(b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to
the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
NRS
Section 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually
liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The
court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.
The
Registrant’s Articles of Incorporation and Bylaws provide that it shall indemnify its directors, officers, employees and
agents to the full extent permitted by NRS, including in circumstances in which indemnification is otherwise discretionary under
such law.
These
indemnification provisions may be sufficiently broad to permit indemnification of the Registrant’s officers, directors and
other corporate agents for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the company pursuant to the foregoing provisions, or otherwise, the Registrant has been informed that in the opinion
of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
The
Registrant has the power to purchase and maintain insurance on behalf of any person who is or was one of the Registrant’s
directors or officers, or is or was serving at the Registrant’s request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other business against any liability asserted against the person or incurred
by the person in any of these capacities, or arising out of the person’s fulfilling one of these capacities, and related
expenses, whether or not the Registrant would have the power to indemnify the person against the claim under the provisions of
the NRS. The Registrant does not currently maintain director and officer liability insurance on behalf of its director and officers;
however, it intends to so purchase and maintain such insurance when economically feasible.
Item
16. Exhibits.
*
To be filed by amendment or by a Current Report on Form 8-K and incorporated by reference herein.
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Item
17. Undertakings
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(a)
The undersigned registrant hereby undertakes:
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(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
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(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement;
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provided,
however, Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is
on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration statement.
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(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
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(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
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(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included in the registration statement; and
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(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing
the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date
of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the securities in the registration statement to which that prospectus relates,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however,
that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date; or (5) That, for the purpose of determining liability of the registrant
under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant
undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold
to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
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(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
The registrant hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such issue.
(d)
The registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective.
(2)
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Redwood City, State of California, on April 27,
2021.
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BIOTRICITY
INC.
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By:
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/s/
Waqaas Al-Siddiq
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Waqaas
Al-Siddiq
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Its:
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Chairman,
President and Chief Executive Officer
(principal
executive officer)
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KNOW
ALL PERSONS BY THESE PRESENTS, that the persons whose signatures appear below, constitute and appoint Waqaas Al-Siddiq as their
true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for them and in
their names, places, steads, in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents
and purposes as they might or could do in person, thereby ratifying and confirming all that said attorney-in-fact and agent, acting
alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act, this amendment to Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/
Waqaas Al Siddiq
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Chairman
of the board, President and Chief Executive
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April
27, 2021
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Waqaas
Al Siddiq
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Officer
(principal executive officer)
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/s/
John Ayanoglou
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Chief
Financial Officer
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April
27, 2021
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John
Ayanoglou
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(principal
financial and accounting officer)
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/s/
Norman M. Betts
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Norman
M. Betts
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Director
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April
27, 2021
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/s/
David A. Rosa
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David
A. Rosa
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Director
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April
27, 2021
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/s/
Patricia Kennedy
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Director
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April
27, 2021
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Patricia
Kennedy
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/s/
Steve Salmon
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Director
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April
27, 2021
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Steve
Salmon
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