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As filed with the Securities and Exchange Commission on February 27, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

UNDER

THE SECURITIES ACT OF 1933

BIOTRICITY INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Nevada	3845	30-0983531
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

Nevada

(State or other jurisdiction of incorporation or organization)

3845

(Primary Standard Industrial Classification Code Number)

30-0983531

(I.R.S. Employer Identification Number)

203 Redwood Shores Parkway, Suite 600
Redwood City, CA 94065

(904) 496-0027

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Waqaas Al-Siddiq

Chief Executive Officer

Biotricity Inc.

203 Redwood Shores Parkway, Suite 600

Redwood City, CA 94065

(904) 496-0027

(Name, address, including zip code, and telephone number, including area code, of agent for service)

~~With~~Copies ~~copies~~ to:

Leslie Marlow, Esq.		Faith L. Charles, Esq.
Melissa Palat Murawsky, Esq.		Thompson Hine LLP
Blank Rome LLP		300 Madison Avenue, 27th Floor
1271 Avenue of the Americas		New York, New York 10017-6232
New York, New York 10020		Telephone: (212) 344-5680
Telephone: (212) 885-5000

Ronald S. McIntyre

~~Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.~~[email protected]

If(604) ~~any~~726-0640 ~~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, check the following box~~(Tel. ☒)

As soon as practicable after the effective date of this registration statement

(Approximate date of commencement of proposed sale to the public)

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 check the following box: ☒

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 box 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 post-effective amendment filed pursuant to Rule 462(d) 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. ☐

Indicate by check mark whether the ~~Registrant~~registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company~~, or an emerging growth company~~. See the definitions of “large accelerated filer,” “accelerated filer”~~, “smaller~~ ~~reporting company”~~ and “~~emerging~~smaller ~~growth~~reporting company” in Rule 12b- 2 of the Exchange Act ~~of 1934~~.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Emerging Growth Company ☒ Smaller reporting company ☒ ~~Emerging~~(Do ~~growth~~not ~~company~~check ☐if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐☒

The ~~registrant~~Registrant hereby amends this ~~registration~~Registration ~~statement~~Statement on such date ~~or dates~~ as may be necessary to delay its effective date until the ~~registrant~~ Registrant shall file a further amendment which specifically states that ~~this~~the ~~registration~~Registration ~~statement~~Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, ~~as amended,~~ or until the ~~registration~~Registration ~~statement~~Statement shall become effective on such date as the ~~Securities and Exchange~~ Commission, acting pursuant to said Section 8(a), may determine.

~~The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration~~Table ~~statement~~of filed with the Securities and Exchange Commission is effective. This preliminary 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.Contents

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED FEBRUARY 27, 2024

RISK FACTORS	13
Determination of Offering Price.	37
Dilution	37
Plan of Distribution	38
Description of Securities to be Registered	39
Interests of Named Experts and Counsel	40
Financial Statements	58
Item 14. Indemnification of Directors and Officers	II-1
Item 15. Recent Sales of Unregistered Securities	II-2
Item 16. Exhibits	II-3

UpDEALER toPROSPECTUS ~~[●]~~DELIVERY ~~Shares of Common Stock~~OBLIGATION

UpUntil _________, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver ~~[●]~~a ~~Pre-Funded~~prospectus. ~~Warrants~~This is in addition to ~~purchase~~the ~~[●]~~dealers’ ~~Shares~~obligation ofto ~~Common~~deliver ~~Stock~~a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

~~Up to [●] Shares of Common Stock Underlying such Pre-Funded Warrants~~2

WeThe ~~are~~information ~~offering~~in onthis aprospectus ~~“best~~is ~~efforts”~~not ~~basis~~complete upand tomay ~~[●]~~be ~~shares~~changed. ofWe ~~common~~may ~~stock,~~not ~~par~~sell ~~value~~these ~~$0.001~~securities ~~per~~until ~~share (~~the ~~“Common~~registration statement ~~Stock”)~~filed atwith anthe ~~assumed~~Securities ~~public~~and ~~offering~~Exchange ~~price~~Commission ofis ~~$[●]~~effective. ~~per~~This ~~share~~prospectus ofis ~~Common~~not ~~Stock~~an ~~(assuming~~offer ato ~~public~~sell ~~offering~~these ~~price~~securities ~~equal~~and ~~to the~~it ~~last~~is ~~sale~~not soliciting ~~price~~an ofoffer ~~our~~to ~~Common~~buy ~~Stock~~these ofsecurities ~~$[●]~~in asany ~~reported~~state bywhere ~~The~~the ~~Nasdaq~~offer ~~Capital~~or ~~Market~~sale ~~(“Nasdaq”)~~is ~~on February~~not ~~[●], 2024)~~permitted.

WeBIOTRICITY are also offering to each purchaser, if any, whose purchase of shares of Common Stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4INC.99% (or, at the election of such purchaser, 9.99%) of our outstanding Common Stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants, (the “Pre-Funded Warrants”), in lieu of shares of Common Stock that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding shares of Common Stock. Each Pre-Funded Warrant will be immediately exercisable for one share of Common Stock and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The purchase price of each Pre-Funded Warrant will equal the price per share at which the shares of Common Stock are being sold to the public in this offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant will be $0.0001 per share. For each Pre-Funded Warrant we sell, the number of shares of Common Stock we are offering will be decreased on a one-for-one basis. This prospectus also relates to the shares of Common Stock that are issuable from time to time upon exercise of the Pre-Funded Warrants sold in this offering. We refer to the shares of Common Stock and Pre-Funded Warrants to be sold in this offering collectively as the “Securities.”

~~Our Common Stock is listed on the Nasdaq Capital Market under the symbol “BTCY.” We have assumed a public offering price of $[●] per share of Common Stock~~44, ~~which was the last reported sale price on Nasdaq of our shares of Common Stock on February [●]~~117, ~~2024.~~647 ~~The~~SHARES ~~actual~~OF ~~offering~~COMMON price per share of Common Stock or Pre-Funded Warrant, will be negotiated between us and the investors, in consultation with the placement agent based on, among other things, the trading price of our Common Stock prior to the offering and may be at a discount to the current market price. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price. In addition, there is no established public trading market for the Pre-Funded Warrants, and we do not expect a market to develop. We do not intend to apply for a listing of the Pre-Funded Warrants on any national securities exchange.STOCK

WeInvesting ~~have~~in ~~engaged A.G.P./Alliance Global Partners to act as~~ our exclusive placement agent (the “Placement Agent”) in connection with this offering. The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the Securities offered by this prospectus. The Placement Agent is not purchasing or selling any of the securities weinvolves ~~are~~a ~~offering~~high ~~and~~degree ~~is not required to arrange for the purchase or sale~~ of ~~any specific number or dollar amount of securities~~risk. WeSee ~~have~~Risk ~~agreed to pay to the Placement Agent the placement agent fees set forth in the table below~~Factors, ~~which~~beginning ~~assumes~~on ~~that~~page ~~we sell all of the Securities offered by this prospectus~~13.

~~The~~SUBJECT ~~Securities~~TO will be offered at a fixed purchase price and are expected to be issued in a single closing. We will deliver all securities to be issued in connection with this offering delivery versus payment (“DVP”)/receipt versus payment (“RVP”) upon receipt of investor funds received by us. AccordinglyCOMLETION, ~~neither~~Dated we nor the Placement Agent have made any arrangements to place investor funds in an escrow account or trust account since the Placement Agent will not receive investor funds in connection with the sale of the Securities offered hereunder. There is no minimum offering requirement as a condition of closing of this offering. Because there is no minimum offering amount required as a condition to closing this offering_____, we may sell fewer than all of the Securities offered hereby, which may significantly reduce the amount of proceeds to be received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. This offering will terminate on [●], 2024, unless the closing occurs before that date or we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. In addition, because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. Further, any proceeds from the sale of Securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. We will bear all costs associated with the offering.2025

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 11 of this prospectus for a discussion of information that should be considered in connection with an investment in our Common Stock.3

Per Share

Per Pre- Funded Warrant

Total

Public offering price

Placement Agent’s fees (1)(2)

Proceeds to us, before expenses(3)

SUMMARY INFORMATION

~~(1)~~This Wesummary ~~have~~provides ~~agreed~~an tooverview ~~pay~~of ~~the~~selected ~~Placement~~information ~~Agent~~contained aelsewhere ~~total~~in ~~cash~~this ~~fee equal to 7~~prospectus.0% ofIt ~~the~~does ~~gross~~not ~~proceeds~~contain ofall the ~~offering, except that,~~information ~~with~~you ~~respect~~should toconsider ~~proceeds~~before ~~raised~~making ina ~~this~~decision ~~offering~~to ~~from~~purchase ~~[●]~~the shares ofwe ~~Common~~are ~~Stock~~offering. toYou beshould ~~sold~~very tocarefully ~~certain~~and ~~identified~~thoroughly ~~investors,~~read the ~~placement~~more ~~agent~~detailed ~~fee~~information ~~will~~in bethis ~~3.5%~~prospectus ofand ~~such~~review ~~proceeds~~our financial statements contained herein.

~~(2)~~AS USED ~~Does~~IN ~~not~~THIS ~~include~~PROSPECTUS, aUNLESS ~~non-accountable expense~~THE ~~allowance~~CONTEXT ofOTHERWISE upREQUIRES, to“WE,” ~~$25~~“US,~~000~~” ~~and~~AND ~~other~~“OUR” ~~compensation~~REFERS ~~payable~~TO toBIOTRICITY INC. ~~the~~THE ~~Placement~~FOLLOWING ~~Agent.~~SUMMARY ~~See~~IS ~~“Plan~~NOT ofCOMPLETE ~~Distribution”~~AND ~~for~~DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ aTHE ~~description~~ENTIRE ofPROSPECTUS ~~the~~BEFORE ~~compensation~~MAKING ~~payable~~AN toINVESTMENT ~~the~~DECISION ~~Placement~~TO ~~Agent~~PURCHASE OUR COMMON STOCK.

~~(3)~~Summary ~~The~~Information ~~amount~~about ofBIOTRICITY ~~the proceeds to us presented in this table does not give effect to any exercise of the Pre-Funded Warrants~~INC.

~~Neither~~This ~~the~~summary ~~Securities~~highlights ~~and~~certain ~~Exchange~~information ~~Commission~~appearing ~~nor~~elsewhere ~~any~~in ~~state~~this ~~securities~~prospectus. ~~commission~~Because ~~has~~it ~~approved~~is oronly ~~disapproved~~a summary, it does not contain all of ~~these~~the information that you should consider before investing in our securities and it is qualified in its entirety by, orand ~~determined~~should be ifread ~~this~~in ~~prospectus~~conjunction iswith, ~~truthful~~the ormore ~~complete~~detailed information appearing elsewhere in this prospectus. ~~Any~~Before ~~representation~~you decide to invest in our securities, you should read the ~~contrary~~entire isprospectus acarefully, ~~criminal~~including ~~offense~~“Risk Factors” beginning on page 13 and the financial statements and related notes included in this prospectus.

Delivery of the Securities is expected to be made on or about  , 2024.

Sole Placement Agent

A.G.P.

The date of this prospectus is , 2024

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	ii
PROSPECTUS SUMMARY	1
THE OFFERING	8
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	10
RISK FACTORS	11
USE OF PROCEEDS	32
CAPITALIZATION	33
DILUTION	34
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	35
MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY	36
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	37
BUSINESS	60
MANAGEMENT	76
EXECUTIVE COMPENSATION	77
DIRECTOR COMPENSATION	80
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	82
DESCRIPTION OF CAPITAL STOCK	83
DESCRIPTION OF SECURITIES WE ARE OFFERING	87
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	88
PLAN OF DISTRIBUTION	94
EXPERTS	96
LEGAL MATTERS	96
WHERE YOU CAN FIND MORE INFORMATION	97
INDEX TO FINANCIAL STATEMENTS	98

The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the common stock offered under this prospectus. The registration statement, including the exhibits, can be read on our website and the website of the Securities and Exchange Commission. See “Where You Can Find More Information.”

Information contained in, and that can be accessed through our web site, www.biotricity.com, shall not be deemed to be part of this prospectus or incorporated herein by reference and should not be relied upon by any prospective investors for the purposes of determining whether to purchase the common stock offered hereunder.

Unless the context otherwise requires, the terms ““we,” “us,” “our,” “the Company,” “Biotricity” and “our business” refer to Biotricity Inc. and “this offering” refers to the offering contemplated in this prospectus.

We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under the circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our Common Stock. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of these securities in any jurisdiction where such offer is not permitted.

About this Prospectus

We have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any post-effective amendment, or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find Additional Information.”

Industry and Market Data

Unless otherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and our competitive position is based on a variety of sources, including information from third-party industry analysts and publications and our own estimates and research. Some of the industry and market data contained in this prospectus are based on third-party industry publications. This information involves a number of assumptions, estimates and limitations.

The industry publications, surveys and forecasts and other public information generally indicate or suggest that their information has been obtained from sources believed to be reliable. We believe this information is reliable as of the applicable date of its publication, however, we have not independently verified the accuracy or completeness of the information included in or assumptions relied on in these third-party publications. In addition, the market and industry data and forecasts that may be included in this prospectus, any post-effective amendment or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, any post-effective amendment and the applicable prospectus supplement. Accordingly, investors should not place undue reliance on this information.

Trademarks

This prospectus contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by any other companies.

Reverse Stock Split

On July 3, 2023, we effected a one-for-six reverse stock split. Unless otherwise stated, all share and per share numbers have been adjusted to reflect the reverse stock split.

PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in our securities, you should read the entire prospectus carefully, including “Risk Factors” beginning on page 11 and the financial statements and related notes included in this prospectus.

Overview

Biotricity Inc. (the “Company”, “Biotricity”, “we”, “us”, “our”) 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 first focused on a segment of the ambulatory diagnostic cardiac market, otherwise known as COM, while also providing the capability to perform all types of ambulatory cardiac studies.

We developed our Bioflux® (“Bioflux”) COM technology, which has received clearance from the U.S. Food and Drug Administration (“FDA”), comprised of a monitoring device and software components, which we made available to the market under limited release on April 6, 2018, to assess, establish and develop sales processes and market dynamics. Full market release of the Bioflux device for commercialization occurred in April 2019. The fiscal year ended March 31, 2021 marked our first year of expanded commercialization efforts, focused on sales growth and expansion. In 2021, we announced the initial launch of Bioheart, a direct-to-consumer heart monitor that offers the same continuous heart monitoring technology used by physicians. In addition to developing and receiving regulatory approval or clearance of other technologies that enhance our ecosystem, in 2022, we announced the launch of our Biotres Cardiac Monitoring Device (“Biotres”), a three-lead device for ECG and arrhythmia monitoring intended for lower risk patients, a much broader addressable market segment. We have since expanded our sales efforts to 33 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 Independent Diagnostic Testing Facilities (“IDTFs)”. We believe our technological and clinical advantage with 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 us, and enables a more efficient market penetration and distribution strategy.

We are a technology company focused on earning utilization-based recurring technology fee revenue. Our ability to grow this type of revenue is predicated on the size and quality of our sales force and their ability to penetrate the market and place devices with clinically focused, repeat users of our cardiac study technology. We plan to grow our sales force to address new markets and achieve sales penetration in the markets currently served.

Commercial History

Full market release of the Bioflux COM device for commercialization launched in April 2019, after receiving its second and final required FDA clearance. To commence commercialization, we ordered device inventory from our FDA-approved manufacturer and hired a small, captive sales force, with deep experience in cardiac technology sales; we expanded on our limited market release, which identified potential anchor clients who could be early adopters of our technology. By increasing our sales force and geographic footprint, we had launched sales in 33 U.S. states by December 31, 2023.

In 2021, we announced that we received a 510(k) clearance from the FDA for our Bioflux Software II System, engineered to improve workflows and reduce estimated review time from 5 minutes to 30 seconds.. This improvement in review time reduces operational costs and allows us 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.

During 2021 and the early part of 2022, we also commercially launched our Bioheart technology, which is a consumer technology whose development was forged out of prior the development of the clinical technologies that are already part of our technology ecosystem, the BioSphere. In recognition of our product development, in November 2022, Bioheart received recognition as one of TIME’s Best Inventions of 2022.

The COVID-19 pandemic has highlighted the importance of telemedicine and remote patient monitoring technologies. We continue to develop a telemedicine platform, with capabilities of real-time streaming of medical devices. Telemedicine offers patients the ability to communicate directly with their health care providers without the need of leaving their home. The introduction of a telemedicine solution is intended to align with our technology platform and facilitate remote visits and remote prescriptions for cardiac diagnostics, but it will also serve as a means of establishing referral and other synergies across the network of doctors and patients that use the technologies we are building within the Biotricity ecosystem. The intention is to continue to provide improved care to patients that may otherwise elect not to go to medical facilities and continue to provide economic benefits and costs savings to healthcare service providers and payers that reimburse. Our goal is to position ourselves as an all-in-one cardiac diagnostic and disease management solution. We continue to grow our data set of billions of patient heartbeats, allowing us to further develop its predictive capabilities relative to atrial fibrillation and arrythmias.

On January 24, 2022, we announced that we had received the 510(k) FDA clearance of our Biotres patch solution, which is a novel product in the field of Holter monitoring. This three-lead technology can provide connected Holter monitoring that is designed to produce more accurate arrythmia detection than is typical of competing remote patient monitoring solutions. It is also foundational, since already developed improvements to this technology will follow which are not known by us to be currently available in the market, for clinical and consumer patch solution applications. In October 2023, we launched the cellular version of this device, the Biotres Pro.

In October 2022, we launched our Biocare Cardiac Disease Management Solution (“Biocare”), after successfully piloting this technology in two facilities that provide cardiac care to more than 60,000 patients. This technology and other consumer technologies and applications such as the Biokit and Biocare have been developed to allow us to transform and use our strong cardiac footprint to expand into remote chronic care management solutions that will be part of the Biosphere. The technology puts actionable data into the hands of physicians to assist them in making effective treatment decisions quickly. During March 2023, we launched our patient-facing Biocare app on Android and Apple app stores. This further allows us to expand our footprint in providing full-cycle chronic care management solutions to our clinic and patient network. In January 2024, we appointed Dr. Fareeha Siddiqui, a scientist and expert in community health and diagnostics, to the position of VP of Healthcare to spearhead the roll-out and Biocare adoption to existing and new customers.

We are also developing several other ancillary technologies, which will require application for further FDA clearances, which we anticipate applying for within the next twelve months. Among these are:

	●	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;

	●	the Bioflux® 2.0, which is the next generation of our award winning Bioflux®

We identified the importance of recent developments in accelerating our path to profitability, including the launch of important new products identified, which have a ready market through cross-selling to existing large customer clinics, and large new distribution partnerships that allow us to sell into large hospital networks. Additionally, in September 2022, we were awarded a NIH Grant from the National Heart, Blood, and Lung Institute for AI-Enabled real-time monitoring, and predictive analytics for stroke due to chronic kidney failure. This is a significant achievement that broadens our technology platform’s disease space demographic. The grant focuses on Bioflux-AI as an innovative system for real-time monitoring and prediction of stroke episodes in chronic kidney disease patients. We received $238,703 under this award in March 2023, which we used to defray research and development and other associated costs.

Management has indicated that its mission is to innovate and create transformative healthcare products while ensuring financial discipline, in order to drive margin and revenue growth to deliver value creation for our investors. Our commitment to innovation means that we harness data intelligently to explore novel avenues for enhancing healthcare outcomes. Through ~~cutting-edge~~ research and development, we believe we are redefining medical diagnostics and patient care and innovating new AI-driven solutions.

As a result of providing our Bioflux and Biotres products, Biotricity has monitored over two billion heartbeats for atrial fibrillation (afib), a leading cause of strokes. Over the past two years, these efforts have benefited over 28,000 patients diagnosed with afib, by providing them with the prospect of earlier medical intervention – which also produces significant healthcare savings to patients and the healthcare system.

We have announced that we are expanding our AI technology development in remote cardiac care, leveraging proprietary AI technology in order to provide a suite of predictive monitoring tools to enhance new disease profiling, improve patient management, and revolutionize the healthcare industry for disease prevention.

We have also strengthened relationships with Amazon and Google. The healthcare AI market opportunity is projected to grow to $208.2 billion by 2030 according to Grand View Research. Our Company has already established a strong foothold, having already built a powerful proprietary cardiac AI model that combines Google’s TensorFlow, AWS infrastructure, big data and a continuous learning engine. This combination allows us to rapidly improve our cardiac technology. In the near future, we believe the capabilities of our cardiac AI model will allow us to support healthcare professionals in handling exponentially more patients while identifying the most critical data. This will enable healthcare workers to elevate the quality of care while serving a larger number of patients. As growing patient numbers further stress the shortage of healthcare professionals, our technology could help alleviate this pressing issue. We have engineered our technology to not only improve patient care and outcomes, but to do so in a manner that supports more patients. This has led to increasing sales of our remote cardiac monitoring devices and the ramp-up of our subscription-based service, increasing our recurring revenue over the past few quarters and charting a clear path to profitability.

From a market perspective, increasing interest and demand continue to drive the adoption of our suite of products, which are focused on chronic cardiac disease prevention and management. Our efforts in commercialization and development have yielded tremendous progress in remote monitoring solutions for diagnostic and post-diagnostic products.

Recent Developments

Securities Purchase Agreement and Series B Preferred Stock

On September 19, 2023, we entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”) for the issuance and sale of 220 shares of our newly designated Series B Convertible Preferred Stock, $0.001 par value (the “Series B Preferred Stock”), at a purchase price of $9,090.91 per share of Series B Preferred Stock, pursuant to which we received gross proceeds of $2,000,000.

Shares of Series B Preferred Stock and shares of our Common Stock that are issuable upon conversion of, or as dividends on, the Series B Preferred Stock were offered, and will be issued, pursuant to the Prospectus Supplement, filed September 19, 2023, to the Prospectus included in our Registration Statement on Form S-3 (Registration No. 333-255544) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 27, 2021, and declared effective May 4, 2021.

Pursuant to the Purchase Agreement, on September 19, 2023, we filed a certificate of designations of Series B Convertible Preferred Stock (the “Series B COD”) with the Nevada Secretary of State designating 600 shares of our Preferred Stock as Series B Preferred Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares. Each share of Series B Preferred Stock has a stated value of $10,000 per share (the “Stated Value”). The Series B Preferred Stock, with respect to the payment of dividends, distributions and payments upon our liquidation, dissolution and winding up, ranks senior to all of our capital stock unless the holders of the majority of the outstanding shares of Series B Preferred Stock consent to the creation of other capital stock that is senior or equal in rank to the Series B Preferred Stock. Holders of Series B Preferred Stock will be entitled to receive cumulative dividends (“Dividends”), in shares of Common Stock or cash on the Stated Value at an annual rate of 8% (which will increase to 15% after the occurrence and during the continuance of a Triggering Event (as defined in the Series B COD) until such time as any such Triggering Event is subsequently cured, in which case the adjustment shall cease to be effective as of the calendar day immediately following the date of such cure). Dividends will be payable upon conversion of the Series B Preferred Stock, upon any redemption, or upon any required payment upon any Bankruptcy Triggering Event (as defined in the Series B COD).

Holders of Series B Preferred Stock will be entitled to convert shares of Series B Preferred Stock into a number of shares of Common Stock determined by dividing the Stated Value (plus any accrued but unpaid dividends and other amounts due) by the conversion price. The initial conversion price is $3.50, subject to adjustment upon a stock split, stock dividend, stock combination, recapitalization or other similar transaction or in the event we sell or issue Common Stock at a price lower than the then-effective conversion price, including the issuance of options with an exercise price lower than the then-effective conversion price. Holders may not convert the Series B Preferred Stock to Common Stock to the extent such conversion would cause such holder’s beneficial ownership of Common Stock to exceed 4.99% of the outstanding Common Stock. In addition, we will not issue shares of Common Stock upon conversion of the Series B Preferred Stock in an amount exceeding 19.9% of the outstanding Common Stock as of the initial issuance date unless we receive shareholder approval for such issuances. Holders may elect to convert shares of Series B Preferred Stock to Common Stock at an alternate conversion price equal to 80% (or 70% if our Common Stock is suspended from trading on or delisted from a principal trading market or if we have effected a reverse split of the Common Stock) of the lowest daily volume weighed average price of the Common Stock during the Alternate Conversion Measuring Period (as defined in the Series B COD). In the event we receive a conversion notice that elects an alternate conversion price, we may, at our option, elect to satisfy our obligation under such conversion with payment in cash in an amount equal to 110% of the conversion amount. Upon the 24-month anniversary of the initial issuance date of the Series B Preferred Stock, all outstanding shares of Series B Preferred Stock will automatically convert to such number of shares of Common Stock determined by dividing the Stated Value of such shares of Series B Preferred Stock by the conversion price in effect at that time. At any time after the earlier of a holder’s receipt of a Triggering Event notice and such holder becoming aware of a Triggering Event and ending on the 20th trading day after the later of (x) the date such Triggering Event is cured and (y) such holder’s receipt of a Triggering Event notice, such holder may require us to redeem such holder’s shares of Series B Preferred Stock. Upon any Bankruptcy Triggering Event (as defined in the Series B COD), we will be required to immediately redeem all of the outstanding shares of Series B Preferred Stock. We have the right at any time to redeem all or any portion of the Series B Preferred Stock then outstanding at a price equal to 110% of the Stated Value plus any accrued but unpaid dividends and other amounts due.

Holders of the Series B Preferred Stock have the right to vote on an as-converted basis using the Conversion Price (and not the Alternate Conversion Price) with the Common Stock, subject to the beneficial ownership limitation set forth in the Series B COD. In connection with the Purchase Agreement, we and certain of our stockholders entered into a voting agreement, agreeing to vote their shares in favor of the transactions contemplated under the Purchase Agreement and against any proposal or other corporate action that would result in a breach of the Purchase Agreement and any transaction document entered in connection therewith.

Subscription Agreement

On October 31, 2023, we entered into a subscription agreement (the “Agreement”) pursuant to which we issued an unsecured convertible preferred note (the “Note”) in the principal amount of $1,000,000 to an investor (“Investor”). The Note bears interest at a rate of 12% per annum, paid in cash monthly. The Note matures on the earlier of 18 months or if there is more than one closing, the 18-month anniversary of the last closing date of the offering (the “Maturity Date”).

The Note and accrued interest may be prepaid by us in whole or in part in cash or by a conversion, mutually consented to by us and the Investor, at a price that is equal to a 15% discount to the 10-day VWAP of our Common Stock. The Investor may, at its option, convert all of the outstanding balance and accrued interest on the Note, at any time subsequent to the consummation of a Qualified Financing through to earlier of the Early Payout Date or the Maturity Date, as such terms are defined in the Note, at a conversion price equal to a 20% discount to the lesser of (i) the actual price paid for the securities issued in the Qualified Financing or (ii) if there is no Qualified Financing as of the Maturity Date, by mutual consent and election of us and the Investor, at a 15% discount to the average VWAP for ten (10) consecutive trading days immediately prior to the Maturity Date.

The Note includes standard Events of Default, including, but not limited to: (i) failure to issue and deliver shares upon conversion, (ii) default in the payment of principal or interest, when same is due, (iii) the entry of a decree or order adjudging us as bankrupt or insolvent; or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of us, or appointing a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of us or of any substantial part of our property, or ordering the winding-up or liquidation of our affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 days; or (iv) our institution of proceedings to be adjudicated as bankrupt or insolvent, or the consent by us to the institution of bankruptcy or insolvency proceedings against us, or the filing by us of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable federal or state law.

Nasdaq Listing

On August 4, 2023, we received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying us that, for the preceding 30 consecutive business days, our Market Value of Listed Securities (“MVLS”) was below the $35 million minimum requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq granted us 180 calendar days, or until January 29, 2024 (the “Compliance Date”), to regain compliance with the MVLS Requirement.

On February 6, 2024, we submitted a hearing request to the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff’s delisting determination. The hearing request has stayed the suspension of our securities and the filing of a Form 25-NSE pending the Panel’s decision. At the hearing, we intend to present a plan to regain compliance with the MVLS Requirement.

Corporate Information

Our principal executive office is located at 203 Redwood Shores Pkwy Suite 600, Redwood City, California, and our telephone number is (800) 590-4155. Our website address is www.biotricity.com. Our company was incorporated on August 29, 2012 in the State of Nevada.

iMedical Innovations Inc. (“iMedical”) was incorporated on July 3, 2014 under the Canada Business Corporations Act. On February 2, 2016, we completed the acquisition of iMedical and moved the operations of iMedical into Biotricity Inc. through a reverse take-over (the “Acquisition Transaction”).

Summary Risk Factors

An investment in our Company is subject to a number of risks, including risks relating to this offering. Set forth below is a high-level summary of some, but not all, of these risks. Please read the information in the section entitled “Risk Factors” of this prospectus, for a more thorough description of these and other risks.

Risks Related to Our Financial Position

	●	Our existing and future levels of indebtedness could adversely affect our financial health.
	●	Our auditors have indicated doubt about our ability to continue as a going concern.
	●	We require additional capital to support our present business plan and our anticipated business growth.
	●	We cannot predict our future capital needs and we may not be able to secure additional financing.
	●	The failure to comply with the terms of the Credit Agreement could result in a default.
	●	Our ability to make payments under the Credit Agreement depends on factors beyond our control.
	●	We are not in compliance with certain covenants contained within certain agreements.

Risks Related to this Offering

	●	Our management will have broad discretion over the use of proceeds from this offering
	●	This is a reasonable best efforts offering, with no minimum amount of securities required to be sold.
	●	Investors in this offering will not receive a refund if we do not sell the expected amount of securities.
	●	If you purchase Common Stock in this offering, you will experience immediate and substantial dilution.
	●	The issuance of additional securities which will cause investors to experience dilution.
	●	This offering may cause the trading price of our Common Stock to decrease.
	●	The issuance of additional securities could adversely affect the rights of the holders of our Common Stock.
	●	We do not intend to declare cash dividends on our shares of Common Stock in the foreseeable future.
	●	There is no public market for the Pre-Funded Warrants being offered in this offering.
	●	Holders of the Pre-Funded Warrants offered hereby will have no rights as Common Stockholders.
	●	The Pre-Funded Warrants are speculative in nature.
	●	Purchasers who purchase our Securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers that purchase without the benefit of a securities purchase agreement.

Risks Related to Our Business

● Natural disasters and other events beyond our control could materially adversely affect us. ● We have a limited operating history upon which investors can rely to evaluate our future prospects. ● We have not had a long history of producing revenues. ● We may not meet our product development and commercialization milestones. ● If we default on our obligations in the Credit Agreement the lender could foreclose on our assets. ● If we are unsuccessful in convincing physicians in utilizing our solution, our revenue could decrease. ● We are subject to extensive governmental regulations relating to the manufacturing, labeling and marketing. ● If adequate levels of reimbursement for our products is unavailable, it could affect our business. ● Our customers may experience difficulty in obtaining reimbursement for our services. ● Many commercial payors refuse to enter into contracts to reimburse the fees associated with medical devices. ● Our failure to comply with Medicare regulations could decrease our revenue or subject us to penalties. ● Payors could eliminate coverage of cardiac outpatient monitoring solutions or reducing reimbursement rates. ● Product defects could adversely affect the results of our operations. ● Interruptions in telecommunications systems could impair the delivery of our cardiac monitoring services. ● Our systems and infrastructure face certain risks, including cybersecurity and data leakage risks. ● Declining general economic or business conditions may have a negative impact on our business.

● Our failure to comply with Medicare regulations could decrease our revenue or subject us to penalties. ● Payors could eliminate coverage of cardiac outpatient monitoring solutions or reducing reimbursement rates. ● Product defects could adversely affect the results of our operations. ● Interruptions in telecommunications systems could impair the delivery of our cardiac monitoring services. ● Our systems and infrastructure face certain risks, including cybersecurity and data leakage risks. ● Declining general economic or business conditions may have a negative impact on our business. ● Global climate change and related regulations could negatively affect our business. ● We could be exposed to liability claims if we are unable to obtain insurance at adequate costs and levels. ● We require additional capital to support our present business plan and our anticipated business growth. ● We cannot predict our future capital needs and we may not be able to secure additional financing. ● There can be no assurance of the continued commercial success of our products. ● If we fail to attract and retain qualified personnel, our business could be harmed. ● Executive and legislative actions, or legal proceedings that seek to amend, repeal, replace or further modify the Affordable Care Act may adversely affect our business. ● We will not be profitable unless we can demonstrate that our products can be manufactured at low prices. ● A failure to maintain regulatory approval of manufacturing facilities, may harm our business. ● Our dependence on a limited number of suppliers may prevent us from delivering our devices timely. ● Our operations in international markets involve inherent risks that we may not be able to control. ● Our existing and future levels of indebtedness could adversely affect our business.

Risks Related to Our Industry

	●	The industry in which we operate is highly competitive and subject to rapid technological change.
	●	We face competition from other medical device companies that focus on similar markets.
	●	Unsuccessful clinical trials of our products could have a material adverse effect on our prospects.
	●	Intellectual property litigation and infringement claims could cause us to incur significant expenses.
	●	If we are unable to protect the confidentiality of our trade secrets, our business would be harmed.
	●	Enforcement of federal and state privacy and security laws may adversely affect our business.
	●	We may become subject to federal and state health care fraud and abuse laws and regulations.
	●	We may be subject to federal and state false claims laws which impose substantial penalties.
	●	Changes in the health care industry could reduce the number of arrhythmia monitoring solutions ordered.

Risks Related to Our Securities and Other Risks

	●	If we fail to comply with the continuing listing standards of the Nasdaq, our Common Stock could be delisted.
	●	There is a limited existing market for our Common Stock.
	●	The market price of our Common Stock has been volatile.
	●	There may be a significant number of shares of Common Stock eligible for sale.
	●	Our largest stockholder will substantially influence our Company for the foreseeable future.
	●	Failure to maintain effective internal control over our financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) could cause our financial reports to be inaccurate.
	●	Our issuance of additional Common Stock or preferred stock may cause our Common Stock price to decline.
	●	Anti-takeover provisions in our charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or management and could make a third-party acquisition difficult.
	●	Our Common Stock could become subject to the SEC’s penny stock rules.
	●	We have not paid dividends in the past and do not expect to pay dividends in the future.

Risks Related to Intellectual Property

	●	We have no utility patent protection, and have only limited design patent protection.
	●	Any failure to obtain or maintain sufficient intellectual property protection could affect our business.
	●	We may not be able to protect our intellectual property and proprietary rights throughout the world.
	●	We may become involved in intellectual property litigation.
	●	If we are sued for infringing intellectual property rights of third parties, it could be costly and time consuming.
	●	We cannot provide assurance that we do not infringe the intellectual property rights of third parties.
	●	We may also be subject to claims of wrongful use or disclosure of alleged trade secrets.
	●	If our trademarks and trade names are not adequately protected, we may not be able to build name recognition.
	●	If we are unable to protect our proprietary rights, our business prospects may be materially damaged.
	●	Dependence on, or failing to protect, our proprietary rights may result in our payment of monetary damages.

Smaller Reporting Company

We are currently a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company, and have a public float of less than $250 million or annual revenues of less than $100 million during the most recently completed fiscal year. As a result of being considered a “smaller reporting company,” we will be entitled to certain exemptions regarding the disclosure that we are required to provide in our SEC filings. Specifically, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of Sarbanes-Oxley requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as a “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

710

THE OFFERING

Issuer		Biotricity Inc.
Common Stock Offered by us		Up to ~~[●]~~44,117,647 shares of Common Stock based on an assumed public offering price of $~~[●]~~0.34 per share of Common Stock, which is based on the last sale price of our Common Stock as reported by ~~Nasdaq~~OTC Markeys on ~~February~~December ~~[●]~~12, ~~2024~~2025.
Pre-Funded Warrants offered by us		We are also offering up to [●] Pre-Funded Warrants to purchase up to [●] shares of Common Stock in lieu of shares of Common Stock to any purchaser whose purchase of shares of Common Stock in this offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the purchaser’s election, 9.99%) of our outstanding Common Stock immediately following the consummation of this offering. Each Pre-Funded Warrant will be exercisable for one share of Common Stock, will have an exercise price of $0.0001 per share, will be immediately exercisable, and will not expire prior to exercise. This prospectus also relates to the offering of the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.
Common stock outstanding prior to this offering		26,791,608 shares of Common Stock
Placement Agent Warrants		We have also agreed to issue to the Placement Agent warrants (the “Placement Agent Warrants”) to purchase shares of our Common Stock, as a portion of their compensation payable in connection with this offering. The Placement Agent Warrants will have an exercise price equal to $[●] per share (110% of the public offering price per share), will be exercisable immediately, and will expire five years from the date of commencement of sales of this offering. This prospectus also relates to the offering of the Placement Agent Warrants and the shares of Common Stock issuable upon exercise of the Placement Agent Warrants. Please see “Plan of Distribution — Placement Agent Warrants” for a description of the Placement Agent Warrants.
Common stock outstanding prior to this offering		[●] shares of Common Stock
Common stock to be outstanding after this offering		[●] shares (assuming the sale of [●] shares of Common Stock and no sale of Pre-Funded Warrants in this offering)
Reasonable best efforts offering		We have agreed to offer and sell the securities offered hereby to the purchasers through the Placement Agent. The Placement Agent is not required to buy or sell any specific number or dollar amount of the securities offered hereby, but will use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. See “Plan of Distribution” on page 94 of this prospectus.
Use of Proceeds		We currently intend to use the net proceeds from this offering for working capital and general corporate purposes. See “Use of Proceeds.”
Risk Factors		Investment in our securities involves a high degree of risk and could result in a loss of your entire investment. See “Risk Factors” beginning on page 1113 and the similarly entitled sections in the documents incorporated by reference into this prospectus.
Nasdaq Capital Market Symbol		Our common stock is listed on The Nasdaq Capital Market under the symbol “BTCY”.
OTC Markets Symbol		Our common stock is quoted on OTC Markets on the OTCQB tier under the symbol “BTCY”.

8Except as otherwise indicated herein, the number of shares of our Common Stock to be outstanding after this offering is based on 27,797,711 shares of Common Stock outstanding as of December 12, 2025, which includes 160,672 exchangeable shares, directly exchangeable into an equivalent number of shares of Common Stock (the “Exchangeable Shares”), and excludes:

~~Except as~~● ~~otherwise indicated herein~~3,067,830 ~~the number of~~ shares of ~~our~~ Common Stock toissuable beupon ~~outstanding~~the ~~after~~exercise ~~this offering is based on [●] shares~~ of ~~Common Stock~~ outstanding asstock ofoptions ~~February~~at ~~[●],~~a ~~2024,~~weighted-average ~~which~~exercise ~~includes~~price ~~160,672 exchangeable shares, directly exchangeable into an equivalent number~~ of ~~shares~~$1.14 ofper ~~Common Stock (the “Exchangeable Shares”), and excludes:~~share;

● ~~[●]~~1,438,994, 808,927 and 868,098 shares of Common Stock issuable upon the exercise of outstanding ~~stock~~warrants ~~options~~of advisors, consultants and Broker and investors at a weighted-average exercise price of $0.43, $3.26 and $4.176 per share respectively; ● 8,918,106 shares of Common Stock issuable upon the conversion of outstanding convertible notes, inclusive of accrued interest; ● 530,880 shares of Common Stock issuable upon the conversion of outstanding Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), inclusive of accrued dividends and assuming a conversion price of $[●] per share; ● 10,511,423 shares of Common Stock issuable upon the conversion of outstanding Series B Preferred Stock, inclusive of accrued dividends and assuming a conversion price of $[●] per share; ● 1,241,422 shares of Common Stock reserved for future issuance under our 2016 Equity Incentive Plan; ● 5,000,000 shares of Common Stock reserved for future issuance under our 2023 Incentive Plan; and ● Nil shares of Common Stock reserved for future issuance under our Employee Stock Purchase Plan.

●This offering ~~[●]~~and ~~shares~~any investment in our common stock involve a high degree of ~~Common~~risk. ~~Stock~~You ~~issuable~~should ~~upon~~carefully consider the ~~exercise~~risks described below and all of ~~outstanding~~the ~~warrants~~information atcontained ain ~~weighted-average~~this ~~exercise~~registration statement before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of ~~$[●]~~our common ~~per~~stock ~~share;~~could decline due to any of these risks, and you may lose all or part of your investment.

●The following ~~[●]~~risks ~~shares~~are ofconsidered ~~Common~~to ~~Stock~~be ~~issuable~~all ~~upon~~ the ~~conversion~~material ofrisks ~~outstanding~~to ~~convertible~~an ~~notes,~~investor ~~inclusive~~regarding ofinvesting ~~accrued~~in ~~interest;~~the ●registration ~~[●]~~statement ~~shares~~ of ~~Common~~BIOTRICITY INC., ~~Stock~~Inc. ~~issuable~~Any ~~upon~~investment ~~the~~done ~~conversion~~in ofour ~~outstanding~~Company ~~Series~~should Abe ~~Convertible~~viewed ~~Preferred~~as ~~Stock,~~a ~~par~~high-risk ~~value~~investment ~~$0.001~~and ~~per~~speculative ~~share~~in ~~(the~~nature. ~~“Series~~Our ACompany ~~Preferred~~could fail ~~Stock”),~~and ~~inclusive~~any ofinvestment ~~accrued~~done ~~dividends~~in ~~and~~our ~~assuming~~common astock ~~conversion~~could ~~price~~result ofin ~~$[●]~~a ~~per~~complete ~~share;~~loss ~~● [●] shares~~ of ~~Common Stock issuable upon~~ the ~~conversion~~invested ofamount. ~~outstanding~~Please ~~Series~~consider Ball ~~Preferred~~the ~~Stock,~~following risk ~~inclusive~~factors ofbefore ~~accrued~~investing ~~dividends~~in ~~and~~our ~~assuming~~common ~~a conversion price of $[●] per share;~~stock.

● [●] shares of Common Stock reserved for future issuance under our 2016 Equity Incentive Plan; ● [●] shares of Common Stock reserved for future issuance under our 2023 Incentive Plan; and ● [●] shares of Common Stock reserved for future issuance under our Employee Stock Purchase Plan.11

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus may contain “forward-looking statements” within the meaning of the federal securities laws. Our forward-looking statements include, but are not limited to, statements about us and our industry, as well as statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. Additionally, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. We intend the forward-looking statements to be covered by the safe harbor provisions of the federal securities laws. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events, and are subject to significant risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

	●	From time to time we have, and may in the future, experience a shortfall in cash.

	●	Our auditors have expressed substantial doubt about our ability to continue as a going concern.

	●	We have incurred net losses in prior periods and there can be no assurance that we will generate income in the future.

	●	We will need to raise additional capital to fund our existing operations.

	●	We are dependent on the services of key personnel, a few customers and vendors.

	●	The loss of one or a few customers or vendors could have a material adverse effect on us.

	●	We can be adversely affected by failures of persons who act on our behalf to comply with applicable regulations.

	●	Unfavorable global economic conditions, including any adverse macroeconomic conditions or geopolitical events could adversely affect our business, financial condition, results of operations or liquidity.

	●	Access to financing sources may not be available on favorable terms, or at all, which could adversely affect our ability to maximize our returns.

	●	We currently do not intend to pay dividends on our Common Stock. Consequently, our stockholders’ ability to achieve a return on their investment will depend on appreciation in the price of our Common Stock.

	●	We may issue shares of preferred stock or Common Stock in the future, which could dilute your percentage ownership of the Company.

	●	Our failure to comply with continued listing requirements of the Nasdaq Capital Market.

	●	Risks relating to ownership of our Common Stock, including high volatility and dilution.

The above list of factors is not exhaustive or necessarily in order of importance. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the discussions under “Risk Factors” in this prospectus. The forward-looking statements contained in this prospectus represent our judgment as of the date of this prospectus. We caution readers not to place undue reliance on such statements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this prospectus.

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RISK FACTORS

Any investment in our securities involves a high degree of risk. You should carefully consider the risks described below, which we believe represent certain of the material risks to our business, together with the information contained elsewhere in this prospectus, before you make a decision to invest in our securities. Please note that the risks highlighted here are not the only ones that we may face. For example, additional risks presently unknown to us or that we currently consider immaterial or unlikely to occur could also impair our operations. If any of the following events occur or any additional risks presently unknown to us actually occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline and you could lose all or part of your investment.

Risks Related To Our Financial Position

Our existing and future levels of indebtedness could adversely affect our financial health, ability to obtain financing in the future, ability to react to changes in our business and ability to fulfill our obligations under such indebtedness.

As of December 31, 2023, in addition to our accounts payable, lease obligations and derivative liabilities, we had other aggregate outstanding indebtedness of approximately $21.1 million compared to approximately $17.8 million for the year ended March 31, 2023. This level of indebtedness could:

	●	Make it more difficult for us to satisfy our obligations with respect to our outstanding notes and other indebtedness, resulting in possible defaults on and acceleration of such indebtedness.
	●	Require us to dedicate a substantial portion of our cash flow from operations to the payment of principal and interest on our indebtedness, thereby reducing the availability of such cash flows to fund working capital, acquisitions, capital expenditures and other general corporate purposes.
	●	Limit our ability to obtain additional financing for working capital, acquisitions, capital expenditures, debt service requirements and other general corporate purposes.
	●	Limit our ability to refinance indebtedness or cause the associated costs of such refinancing to increase.
	●	Increase our vulnerability to general adverse economic and industry conditions, including interest rate fluctuations (because our borrowings are at variable rates of interest); and
	●	Place us at a competitive disadvantage compared to our competitors with proportionately less debt or comparable debt at more favorable interest rates which, as a result, may be better positioned to withstand economic downturns.

Our auditors have indicated doubt about our ability to continue as a going concern.

As of ~~December~~September 3130, ~~2023~~2025, we had approximately $85308,~~000~~460 in cash, accumulated deficit of $~~123.1~~140,968,401 ~~million~~ and a working capital deficiency of $1418,077,700.69 ~~million.~~ We have incurred and expect to continue to incur significant costs in pursuit of its expansion and development plans. ~~Our~~ Our cash position fluctuates during any given month as we collect receivables and other incoming funds and pay payroll, other expenses or or incur other outflows. These conditions raise doubt about our ability to continue as a going concern and accordingly our auditors have included a going concern opinion in our annual report for the year ended March 31, ~~2023~~2024. Management has taken certain action and continues to implement changes designed to improve our financial results and operating cash flows. The actions involve certain cost-saving initiatives and growing strategies, including (a) engage in very limited activities without incurring any liabilities that must be satisfied in cash; and (b) offer noncash consideration and seek for equity lines as a means of financing its operations. Additionally, our plan includes certain scheduled research and development activities and related clinical trials which may be deferred as needed. If we are unable to obtain revenue producing contracts or financing or if the revenue or financing we do obtain is insufficient to cover any operating losses we may incur, we may substantially curtail our operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

We require additional capital to support our present business plan and our anticipated business growth, and such capital may not be available on acceptable terms, or at all, which would adversely affect our ability to operate.

We will require additional funds to further develop our business plan. Based on our current operating plans, we plan to use an additional $8 million in capital to fund our planned operations and sales efforts necessary to propel the commercialization of Bioflux into broader markets. We may choose to raise additional capital beyond this in order to expedite and propel growth more rapidly. We can give no assurance that we will be successful in raising any additional funds. Additionally, if we are unable to generate sufficient planned revenues from our sales and operating activities, we may need to raise additional funds, doing so through debt and equity offerings, in order to meet our expected future liquidity and capital requirements, including capital required for the development completion and introduction of our other planned products and technologies. Any such financing that we undertake will likely be dilutive to current stockholders.

We intend to continue to make investments to support our business growth, including patent or other intellectual property asset creation. In addition, we may also need additional funds to respond to business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, satisfying debt payment obligations, developing new lines of business and enhancing our operating infrastructure. While we may need to seek additional funding for such purposes, we may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We may also seek to raise additional funds through arrangements with collaborators or other third parties. We may not be able to negotiate any such arrangements on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, we may be required to curtail or terminate some or all of our business plans.

We cannot predict our future capital needs and we may not be able to secure additional financing.

We will need to raise additional funds in the future to fund our working capital needs and to fund further expansion of our business. We may require additional equity or debt financings, collaborative arrangements with corporate partners or funds from other sources for these purposes. No assurance can be given that necessary funds will be available for us to finance our development on acceptable terms, if at all. Furthermore, such additional financings may involve substantial dilution of our stockholders or may require that we relinquish rights to certain of our technologies or products. In addition, we may experience operational difficulties and delays due to working capital restrictions. If adequate funds are not available from operations or additional sources of financing, we may have to delay or scale back our growth plans.

The failure to comply with the terms of the Credit Agreement with SWK Funding LLC could result in a default under the terms of the Credit Agreement, and, if uncured, it could potentially result in action against our pledged assets.

There is no assurance that we will generate sufficient revenue or raise sufficient capital to be able to make the required payments due under the Credit Agreement (the “Credit Agreement”) that we entered into with SWK Funding LLC (“SWK”). We have borrowed $12.4 million from SWK pursuant to the Credit Agreement (the “Term Loan”). The Credit Agreement is secured by all of our assets as well as the right, title and interest in our intellectual property. The Term Loan matures on December 21, 2026. If we fail to comply with the terms of the Credit Agreement and/or the related agreements, including the affirmative and negative covenants contained therein, SWK could declare a default and if the default were to remain uncured, SWK would have the right to proceed against any or all of the collateral securing the Term Loan pursuant to the Credit Agreement. Our failure to make such payments when due could result in an action against our pledged assets. Any action to proceed against our assets would likely have a serious disruptive effect on our business operations.

The Credit Agreement requires that we pay a significant amount of cash to the lender. Our ability to generate sufficient cash to make all required payments under the Credit Agreement depends on many factors beyond our control.

Our ability to make payments on and to potentially refinance the Term Loan, to fund planned capital expenditures and to maintain sufficient working capital depends on our ability to raise capital and generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations or from other sources in an amount sufficient to enable us to service our debt or to fund our other liquidity needs. To date, we have generated minimal revenue and have financed a significant portion our capital needs from sales of our equity and most recently the Term Loan. There can be no assurance that financing options will be available to us when needed to make payments under the Term Loan or if available, that they will be on favorable terms. If our cash flow and capital resources are insufficient to allow us to make payments due under the Term Loan, we may need to seek additional capital or restructure or refinance all or a portion of the Term Loan on or before the maturity thereof, any of which could have a material adverse effect on our business, financial condition or results of operations. Although we plan to explore potential longer-term financing options, we cannot assure you that we will be able to secure other financing prior to the maturity date of the Term Loan or refinance the Term Loan on commercially reasonable terms or at all. If we are unable to generate sufficient cash flow to repay or refinance our debt on favorable terms, it could significantly adversely affect our financial condition. Our ability to restructure or refinance the Term Loan will depend on the condition of the capital markets and our financial condition. Any refinancing of the Term Loan could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. There can be no assurance that we will be able to obtain any financing when needed.

The Credit Agreement, certain convertible promissory notes, and a securities purchase agreement that we entered into with an institutional investor require us to comply with certain covenants, some of which we are not in compliance with as of the date of this prospectus and which could harm our business.

The Credit Agreement, certain convertible promissory notes (the “May 2023 Notes”) that were issued to investors in a private placement offering conducted in May 2023 (the “May 2023 Offering”), and a securities purchase agreement that we entered into with an institutional investor for the issuance and sale of Series B Preferred Stock (the “Series B SPA”) require us to comply with certain covenants contained in such agreements. The Credit Agreement, and related transaction documents, contain covenants including restrictions on debt and registration rights related to a warrant that was issued to the lender, among others. The May 2023 Notes contain a covenant requiring us to register a resale registration statement covering the shares issuable upon conversion of such notes and the shares issuable upon exercise of the warrants issued to the investors and the placement agent in the May 2023 Offering. The covenants contained within the Series B SPA include registration rights of the securities issued pursuant to the Series B SPA and those shares issuable upon conversion of such securities and a prohibition on the issuance or sale of securities that would result in a dilutive issuance to the institutional investor, among others.

As of the date of this prospectus, we are not in compliance with all covenants contained within the Credit Agreement and the May 2023 Notes due to a failure to register the required shares pursuant thereto. We may also not be compliant with certain of the covenants contained within the Series B SPA if we did not register a sufficient number of shares representing the registrable securities pursuant to the Series B SPA or if this offering would result in a prohibited dilutive issuance to the institutional investor. A failure to comply with the covenants in the Credit Agreement could result in the lender declaring an event of default under the Credit Agreement, causing our indebtedness under the Credit Agreement to become immediately due and payable. In the event the lender exercises its rights to accelerate the repayment of the loan, our inability to repay the debt obligation in that scenario would cause substantial doubt about our ability to continue as a going concern. Our failure to comply with the covenants in the May 2023 Notes and the Series B SPA could subject us to damages sought by the respective investors by reason of our breach.

We intend to seek a waiver from the lender, the investors in the May 2023 Offering and the institutional investor related to our possible non-compliance with the covenants contained within the Credit Agreement, the May 2023 Notes and the Series B SPA, respectively. There can be no assurance that we will be able to obtain such waivers on terms acceptable to us. Any additional forbearance, amendment or waiver under the Credit Agreement may result in increased interest rates or premiums and more restrictive covenants and other terms less advantageous to us, and may require the payment of a fee for such forbearance, amendment or waiver. Even if the Lender does grant forbearance or an amendment to or waiver under the Credit Agreement, any future covenant non-compliance could give rise to an event of default thereunder.

Risks Related to this Offering

Our management will have broad discretion over the use of proceeds from this offering and may not use the proceeds effectively.

We intend to use the net proceeds from this offering, if any, for working capital and general corporate purposes. Our management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds, if any, may be used for corporate purposes that do not improve our operating results or enhance the value of our Common Stock. The failure of our management to use these funds effectively could have a material adverse effect on our business and cause the market price of our Common Stock to decline. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing instruments and U.S. government securities. These investments may not yield a favorable return to our stockholders.

This is a reasonable best efforts offering, with no minimum amount of securities required to be sold, and we may sell fewer than all of the securities offered hereby.

The Placement Agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities in this offering. The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. There is no required minimum number of securities that must be sold as a condition to completion of this offering, and there can be no assurance that the offering contemplated hereby will ultimately be consummated. Even if we sell securities offered hereby, because there is no minimum offering amount required as a condition to closing of this offering, the actual offering amount is not presently determinable and may be substantially less than the maximum amount set forth on the cover page of this prospectus. We may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us. Thus, we may not raise the amount of capital we believe is required for our operations in the short-term and may need to raise additional funds, which may not be available or available on terms acceptable to us.

Because there is no minimum required for the offering to close, investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue the business goals outlined in this prospectus.

We have not specified a minimum offering amount nor have or will we establish an escrow account in connection with this offering. Because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill our objectives due to a lack of interest in this offering. Further, because there is no escrow account in operation and no minimum investment amount, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. Investor funds will not be returned under any circumstances whether during or after the offering.

If you purchase shares of our Common Stock sold in this offering, you will experience immediate and substantial dilution in the net tangible book value of your shares. In addition, we may issue additional equity or convertible debt securities in the future, which may result in additional dilution to investors.

The price per share of our Common Stock being offered may be higher than the net tangible book value per share of our outstanding Common Stock prior to this offering, which may result in new investors in this offering incurring immediate dilution. To the extent outstanding shares of preferred stock are converted or outstanding stock options or warrants are exercised, there will be further dilution to new investors. For a more detailed discussion of the foregoing, see the section entitled “Dilution” below. To the extent additional stock options or warrants are issued, there will be further dilution to new investors.

Our need for future financing may result in the issuance of additional securities which will cause investors to experience dilution.

Our cash requirements may vary from those now planned depending upon numerous factors. We expect to require additional capital until our operations generate sufficient revenue to cover our expenses. Accordingly, we will need to obtain substantial additional funding in connection with our continuing operations. There are no other commitments by any person for future financing. Our securities may be offered to other investors at a price lower than the price per share offered to current stockholders, or upon terms which may be deemed more favorable than those offered to current stockholders. In addition, the issuance of securities in any future financing may dilute an investor’s equity ownership and have the effect of depressing the market price for our securities. Moreover, we may issue derivative securities, including options and/or warrants, from time to time, to procure qualified personnel or for other business reasons. The issuance of any such derivative securities, which is at the discretion of our Board of Directors, may further dilute the equity ownership of our stockholders.

We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our Common Stock, or securities convertible or exchangeable into Common Stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. No assurance can be given as to our ability to procure additional financing, if required, and on terms deemed favorable to us. To the extent additional capital is required and cannot be raised successfully, we may then have to limit our then current operations and/or may have to curtail certain, if not all, of our business objectives and plans.

This offering may cause the trading price of our Common Stock to decrease.

The price per share, together with the number of shares of Common Stock we issue if this offering is completed, may result in an immediate decrease in the market price of our Common Stock. This decrease may continue after the completion of this offering.

We have additional securities available for issuance, which, if issued, could adversely affect the rights of the holders of our Common Stock.

Our Amended and Restated Articles of Incorporation, as amended, authorizes the issuance of 125,000,000 shares of our Common Stock and 10,000,000 shares of preferred stock, of which 1 share is designated as Special Voting Preferred Stock, par value $0.001 per share (the “Special Voting Preferred Stock”), 20,000 shares are designated as Series A Preferred Stock and 600 shares are designated as Series B Preferred Stock. In certain circumstances, the Common Stock, as well as the awards available for issuance under our stock incentive plan, can be issued by our board of directors, without stockholder approval. Any future issuances of such stock, including pursuant to outstanding equity awards, would further dilute the percentage ownership of us held by holders of Common Stock. In addition, the issuance of certain securities, may be used as an “anti-takeover” device without further action on the part of our stockholders, and may adversely affect the holders of the Common Stock.

Because we will not declare cash dividends on our Common Stock in the foreseeable future, stockholders must rely on appreciation of the value of our Common Stock for any return on their investment.

We have never declared or paid cash dividends on our Common Stock. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and will not declare or pay any cash dividends in the foreseeable future. As a result, only appreciation of the price of our Common Stock, if any, will provide a return to investors in this offering. See “Dividend Policy.”

There is no public market for the Pre-Funded Warrants being offered in this offering.

There is no established public trading market for the Pre-Funded Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the Pre-Funded Warrants on the Nasdaq or any national securities exchange or other nationally recognized trading system. Without an active market, the liquidity of the Pre-Funded Warrants will be limited.

Holders of the Pre-Funded Warrants offered hereby will have no rights as common stockholders with respect to the shares our Common Stock underlying the Pre-Funded Warrants until such holders exercise their Pre-Funded Warrants and acquire our Common Stock, except as otherwise provided in the Pre-Funded Warrants.

Until holders of the Pre-Funded Warrants acquire shares of our Common Stock upon exercise thereof, such holders will have no rights with respect to the shares of our Common Stock underlying such Pre-Funded Warrants, except to the extent that holders of such Pre-Funded Warrants will have certain rights to participate in distributions or dividends paid on our Common Stock as set forth in the Pre-Funded Warrants. Upon exercise of the Pre-Funded Warrants, the holders will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise date.

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The Pre-Funded Warrants are speculative in nature.

Commencing on the initial exercise date, holders of the Pre-Funded Warrants may acquire shares of Common Stock issuable upon exercise of such Pre-Funded Warrants at an exercise price of $0.0001 per share of Common Stock. There can be no assurance that the market value of the Pre-Funded Warrants will equal or exceed their public offering price. In the event the market price per share of our Common Stock does not exceed the exercise price of the Pre-Funded Warrants during the period when the Warrants are exercisable, the Warrants may not have any value.

Purchasers who purchase our Securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers that purchase without the benefit of a securities purchase agreement.

In addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers that enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract provides those investors with the means to enforce the covenants uniquely available to them under the securities purchase agreement, including: (i) a covenant to not enter into variable rate financings for a period of 180 days following the closing of the offering, subject to an exception; (ii) a covenant to not enter into any equity financings for 90 days from closing of the offering, subject to certain exceptions.

Risks Related to Our Business

Natural disasters and other events beyond our control could materially adversely affect us.

Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control. Such events could make it difficult or impossible for us to deliver our services to our customers and could decrease demand for our services. Pandemics or disease outbreaks such as COVID-19 and its variants (collectively, “COVID-19”) have had, and may continue to have, impacts on the Company’s business. These include, limited access to our facilities, customers, management, support staff and professional advisors and can, in future, impact our manufacturing supply chain. In addition, the general economic and other impacts related to responsive actions taken by governments and others to mitigate the spread of COVID-19, or in the future other pandemics or disease outbreaks, including but not limited to stay-at-home, shelter-in-place and other travel restrictions, social distancing requirements, mask mandates, limitations on certain businesses’ hours and operations, limits on public gatherings and other events, and restrictions on what, may continue to, result in similar declines in store traffic and overall demand, increased operating costs, and decreased or slower unit/store growth.

We have a limited operating history upon which investors can rely to evaluate our future prospects.

We have a limited operating history upon which an evaluation of its business plan or performance and prospects can be made. The business and prospects of the Company must be considered in the light of the potential problems, delays, uncertainties and complications encountered in connection with a newly established business and new industry. The risks include, but are not limited to, the possibility that we will not be able to develop functional and scalable products and services, or that although functional and scalable, our products and services will not be economical to market; that our competitors hold proprietary rights that preclude us from marketing such products; that our competitors market a superior or equivalent product; that we are not able to upgrade and enhance our technologies and products to accommodate new features and expanded service offerings; or the failure to receive necessary regulatory clearances for our products. To successfully introduce and market our products at a profit, we must establish brand name recognition and competitive advantages for our products. There are no assurances that we can successfully address these challenges. If unsuccessful with one or more of these issues, we and our business, financial condition and operating results could be materially and adversely affected.

The current and future expense levels in our forecasts are based largely on estimates of planned operations and future revenues rather than experience. It is difficult to accurately forecast future revenues because our business is new and our market has not been fully developed. If our forecasts prove incorrect, the business, operating results and financial condition of the Company may be materially and adversely affected. Moreover, we may be unable to adjust our spending in a timely manner to compensate for any unanticipated reduction in revenues. As a result, any significant reduction in revenues may immediately and adversely affect our business, financial condition and operating results.

We have not had a long history of producing revenues and we cannot predict when we will achieve sustained profitability.

We have not been profitable, and cannot definitely predict when we will achieve profitability, if ever. We have experienced net losses historically. We do not anticipate generating significant revenues until we successfully continue to develop, commercialize and sell our existing and proposed products, of which we can give no assurance. We are unable to determine when we will generate significant revenues from the sale of new products. Our inability to become profitable may force us to curtail or temporarily discontinue our research and development programs and our day-to-day operations. Furthermore, there can be no assurance that profitability, if achieved, can be sustained on an ongoing basis. As of December 31, 2023, we had an accumulated deficit of $123,099,681.

We may not meet our product development and commercialization milestones.

We have established milestones, based upon our expectations regarding our technologies at that time, which we use to assess our progress toward developing our products. These milestones relate to technology and design improvements as well as dates for achieving development goals. If our products exhibit technical defects or are unable to meet cost or performance goals, our commercialization schedule could be delayed and potential purchasers of our initial commercial products may decline to purchase such products or may opt to pursue alternative products.

We may also experience shortages of monitors, sensors or bases due to manufacturing difficulties. Multiple suppliers provide the components used in our devices. Our manufacturing operations could be disrupted by fire, earthquake or other natural disaster, a labor-related disruption, failure in supply or other logistical channels, electrical outages or other reasons. If there were a disruption to manufacturing facilities, we would be unable to manufacture devices until we have restored and re-qualified our manufacturing capability or developed alternative manufacturing facilities.

Generally, we have met our milestone schedules when making technological advances in our product. We can give no assurance that our commercialization schedule will continue to be met as we further develop the Bioflux and Biotres or any of our other proposed products.

We have entered into a Credit Agreement pursuant to which we have granted the lender a security interest in all of our assets including our intellectual property and if we default on our obligations in the Credit Agreement the lender could foreclose on our assets.

On December 21, 2021, we entered into a Credit Agreement (“Credit Agreement”) with SWK Funding LLC (“Lender”), wherein the Company has borrowed $12.3 million, with a maturity date of December 21, 2026. The principal will accrue interest at the LIBOR Rate plus 10.5% (subject to adjustment as set forth in the Credit Agreement). Pursuant to the Credit Agreement, we are required to make interest only payments for the first 24 months (which may be extended to 36 months under prescribed circumstances), after which payments will include principal amortization that accommodates a 40% balloon principal payment at maturity. Prepayment of amounts owing under the Credit Agreement are allowed under prescribed circumstances. Pursuant to the Credit Agreement we paid an Origination Fee in the amount of $120,000. Upon Termination of the Credit Agreement, we shall pay an Exit Fee of $600,000. 

We also entered into a Guarantee and Collateral Agreement with the Lender wherein we agreed to secure the Credit Agreement with all of our assets. We also entered into an Intellectual Property Security Agreement with the Lender, dated December 21, 2021, wherein the Credit Agreement is also secured by our right title and interest in our Intellectual Property.

If we default on our obligations to the lender, the lender could foreclose on their security interests and liquidate some or all of these assets, which would harm our business, financial condition and results of operations and could require us to curtail or cease operations.

Our business is dependent upon physicians utilizing our solution when prescribing cardiac monitoring; if we fail to continue to be successful in convincing physicians in utilizing our solution, our revenue could fail to grow and could decrease.

The success of our cardiac monitoring business is dependent upon physicians utilizing our solution when prescribing cardiac monitoring to their patients. The utilization of our solution by physicians for use in the prescription of cardiac monitoring is directly influenced by a number of factors, including:

	●	the ability of the physicians with whom we work to obtain sufficient reimbursement and be paid in a timely manner for the professional services they provide in connection with the use of our monitoring solutions;

	●	continuing to establish ourselves as a cardiac technology company;

	●	our ability to educate physicians regarding the benefits of COM over alternative diagnostic monitoring solutions;

	●	our demonstrating that our proposed products are reliable and supported by us in the field;

	●	supplying and servicing sufficient quantities of products directly or through marketing alliances; and

	●	pricing our devices and technology service fees in a medical device industry that is becoming increasingly price sensitive.

If we are unable to drive physician utilization, revenue from the provision of our arrhythmia monitoring solutions could fail to grow or even potentially decrease.

We are subject to extensive governmental regulations relating to the manufacturing, labeling and marketing of our products.

Our medical technology products and operations are subject to regulation by the FDA, Health Canada and other foreign and local governmental authorities. These agencies enforce laws and regulations that govern the development, testing, manufacturing, labeling, advertising, marketing and distribution, and market surveillance of our medical products.

Under the United States Federal Food, Drug, and Cosmetic Act, medical devices are classified into one of three classes — Class I, Class II or Class III — depending on the degree of risk associated with each medical device and the extent of control needed to ensure safety and effectiveness. Our Bioflux and Biotres devices are Class II medical device and we believe our planned products will also be Class II medical devices. Class II devices are subject to additional controls, including full applicability of the Quality System Regulations, and requirements for 510(k) pre-market notification.

From time to time, the FDA may disagree with the classification of a new Class II medical device and require the manufacturer of that device to apply for approval as a Class III medical device. In the event that the FDA determines that our Class II medical products should be classified as Class III medical devices, we could be precluded from marketing the devices for clinical use within the United States for a period of time, the length of which depends on the specific change in the classification. Reclassification of our Class II medical products as Class III medical devices could significantly increase our regulatory costs, including the timing and expense associated with required clinical trials and other costs.

In addition to regulations in the United States, we will be subject to a variety of foreign regulations governing clinical trials and commercial sales and distribution of our products in foreign countries. Whether or not we obtain FDA approval for a product, we must obtain approval of a product by the comparable regulatory authorities of foreign countries before we can commence clinical trials or marketing of the product in those countries. The approval process varies from country to country, and the time may be longer or shorter than that required for FDA approval. The requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country.

The policies of the FDA and foreign regulatory authorities may change and additional government regulations may be enacted which could prevent or delay regulatory approval of our products and could also increase the cost of regulatory compliance. We cannot predict the likelihood, nature or extent of adverse governmental regulation that might arise from future legislative or administrative action, either in the United States or abroad.

The FDA and non-U.S. regulatory authorities require that our products be manufactured according to rigorous standards. These regulatory requirements may significantly increase our production costs and may even prevent us from making our products in amounts sufficient to meet market demand. If we change our approved manufacturing process, the FDA may need to review the process before it may be used. Failure to comply with applicable regulatory requirements discussed could subject us to enforcement actions, including warning letters, fines, injunctions and civil penalties, recall or seizure of our products, operating restrictions, partial suspension or total shutdown of our production, and criminal prosecution.

Federal, state and non-U.S. regulations regarding the manufacture and sale of medical devices are subject to future changes. The complexity, timeframes and costs associated with obtaining marketing clearances are unknown. Although we cannot predict the impact, if any, these changes might have on our business, the impact could be material.

Following the introduction of a product, these agencies will also periodically review our design and manufacturing processes and product performance. The process of complying with the applicable good manufacturing practices, adverse event reporting, clinical trial and other requirements can be costly and time consuming, and could delay or prevent the production, manufacturing or sale of our products. In addition, if we fail to comply with applicable regulatory requirements, it could result in fines, delays or suspensions of regulatory clearances, closure of manufacturing sites, seizures or recalls of products and damage to our reputation. Recent changes in enforcement practice by the FDA and other agencies have resulted in increased enforcement activity, which increases the compliance risk for the Company and other companies in our industry. In addition, governmental agencies may impose new requirements regarding registration, labeling or prohibited materials that may require us to modify or re-register products already on the market or otherwise impact our ability to market our products in those countries. Once clearance or approval has been obtained for a product, there is an obligation to ensure that all applicable FDA, Health Canada and other regulatory requirements continue to be met.

Additionally, injuries caused by the malfunction or misuse of cardiac monitoring devices, even where such malfunction or misuse occurs with respect to one of our competitor’s products, could cause regulatory agencies to implement more conservative regulations on the medical cardiac monitoring industry, which could significantly increase our operating costs.

If our customers are not able to both obtain and maintain adequate levels of third-party reimbursement for services using our products, it would have a material adverse effect on our business.

Healthcare providers and related facilities are generally reimbursed for their services through payment systems managed by various governmental agencies worldwide, private insurance companies, and managed care organizations. The manner and level of reimbursement in any given case may depend on the site of care, the procedure(s) performed, the final patient diagnosis, the device(s) utilized, available budget, the efficacy, safety, performance and cost-effectiveness of our planned products and services, or a combination of these or other factors, and coverage and payment levels are determined at each payer’s discretion. The coverage policies and reimbursement levels of these third-party payers may impact the decisions of healthcare providers and facilities regarding which medical products they purchase and the prices they are willing to pay for those products. Thus, changes in reimbursement levels or methods may either positively or negatively impact sales of our products.

We have no direct control over payer decision-making with respect to coverage and payment levels for our medical device products. Additionally, we expect many payers to continue to explore cost-containment strategies (e.g., comparative and cost-effectiveness analyses, so-called “pay-for-performance” programs implemented by various public and private payers, and expansion of payment bundling schemes such as Accountable Care Organizations, and other such methods that shift medical cost risk to providers) that may potentially impact coverage and/or payment levels for our current products or products we develop.

The ability of physicians and other providers to successfully utilize our cardiac monitoring solution and successfully allow payors to reimburse for the physicians’ technical and professional fees is critical to our business because physicians and their patients will select arrhythmia monitoring solutions other than ours in the event that payors refuse to adequately reimburse our technical fees and physicians’ professional fees.

Our customers may experience difficulty in obtaining reimbursement for our services from commercial payors that consider our technology to be experimental and investigational, which would adversely affect our revenue and operating results.

Many commercial payors refuse to enter into contracts to reimburse the fees associated with medical devices or services that such payors determine to be “experimental and investigational.” Commercial payors typically label medical devices or services as “experimental and investigational” until such devices or services have demonstrated product superiority evidenced by a randomized clinical trial.

Clinical trials have been performed on other cardiac outpatient monitoring devices, proving higher diagnostic yield than traditional event loop monitoring. Certain remaining commercial payors, however, have stated that they do not believe the data from the clinical trials justifies the removal of the experimental designation for mobile telemetry outpatient monitoring solutions. As a result, certain commercial payors may refuse to reimburse the technical and professional fees associated with cardiac monitoring solutions such as the one expected to be offered by Biotricity.

If commercial payors decide not reimburse physicians or providers for their services during the utilization of our cardiac monitoring solutions, our revenue could fail to grow and could decrease.

Reimbursement by Medicare is highly regulated and subject to change; our failure to comply with applicable regulations, could decrease our expected revenue and may subject us to penalties or have an adverse impact on our business.

The Medicare program is administered by the Centers for Medicare and Medicaid Services (“CMS”), which imposes extensive and detailed requirements on medical services providers, including, but not limited to, rules that govern how we structure our relationships with physicians, and how and where we provide our arrhythmia monitoring solutions. Our failure to comply with applicable Medicare rules could result in discontinuing the ability for physicians to receive reimbursement as they will likely utilize our cardiac monitoring solution under the Medicare payment program, civil monetary penalties, and/or criminal penalties, any of which could have a material adverse effect on our business and revenues.

Consolidation of commercial payors could result in payors eliminating coverage of mobile cardiac monitoring solutions or reducing reimbursement rates.

When payors combine their operations, the combined company may elect to reimburse physicians for cardiac monitoring services at the lowest rate paid by any of the participants in the consolidation. If one of the payors participating in the consolidation does not reimburse for these services at all, the combined company may elect not to reimburse at any rate. Reimbursement rates tend to be lower for larger payors. As a result, as payors consolidate, our expected average reimbursement rate may decline.

Product defects could adversely affect the results of our operations.

The design, manufacture and marketing of our products involve certain inherent risks. Manufacturing or design defects, unanticipated use of our products, or inadequate disclosure of risks relating to the use of our products can lead to injury or other adverse events. These events could lead to recalls or safety alerts relating to our products (either voluntary or required by the FDA, Health Canada or similar governmental authorities in other countries), and could result, in certain cases, in the removal of a product from the market. A recall could result in significant costs, as well as negative publicity and damage to our reputation that could reduce demand for our products. Personal injuries relating to the use of our products could also result in product liability claims being brought against us. In some circumstances, such adverse events could also cause delays in new product approvals.

Interruptions or delays in telecommunications systems or in the data services provided to us by cellular communication providers or the loss of our wireless or data services could impair the delivery of our cardiac monitoring services.

The success of Biotricity’s cardiac monitoring services will be dependent upon our ability to store, retrieve, process and manage data and to maintain and upgrade our data processing and communication capabilities. The monitoring solution relies on a third-party wireless carrier to transmit data over its data network. All data sent by our monitors via this wireless data network or via landline is expected to be routed directly to data centers and subsequently routed to the third-party ECG monitoring centers. We are therefore dependent upon third party wireless carrier to provide data transmission and data hosting services to us. If we lose wireless carrier services, we would be forced to seek alternative providers of data transmission and data hosting services, which might not be available on commercially reasonable terms or at all.

As we expand our commercial activities, an increased burden is expected to be placed upon our data processing systems and the equipment upon which they rely. Interruptions of our data networks, or the data networks of our wireless carrier, for any extended length of time, loss of stored data or other computer problems could have a material adverse effect on our business and operating results. Frequent or persistent interruptions in our arrhythmia monitoring services could cause permanent harm to our reputation and could cause current or potential users or prescribing physicians to believe that our systems are unreliable, leading them to switch to our competitors. Such interruptions could result in liability, claims and litigation against us for damages or injuries resulting from the disruption in service.

Our systems are also expected to be vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunication failures, terrorist attacks, computer viruses, break-ins, sabotage, and acts of vandalism. Despite any precautions that we may take, the occurrence of a natural disaster or other unanticipated problems could result in lengthy interruptions in these services. We do not carry business interruption insurance to protect against losses that may result from interruptions in service as a result of system failures. Moreover, the communications and information technology industries are subject to rapid and significant changes, and our ability to operate and compete is dependent on our ability to update and enhance the communication technologies used in our systems and services.

We are increasingly dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity and data leakage risks.

Significant disruptions to our information technology systems or breaches of information security could adversely affect our business. In the ordinary course of business, we collect, store and transmit large amounts of confidential information, and it is critical that we do so in a secure manner to maintain the confidentiality and integrity of such confidential information. The size and complexity of our information technology systems, and those of our third-party vendors with whom we contract, make such systems potentially vulnerable to service interruptions and security breaches from inadvertent or intentional actions by our employees, partners or vendors, from attacks by malicious third parties, or from intentional or accidental physical damage to our systems infrastructure maintained by us or by third parties. Maintaining the secrecy of this confidential, proprietary, or trade secret information is important to our competitive business position. While we have taken steps to protect such information and invested in information technology, there can be no assurance that our efforts will prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent wrongful use or disclosure of confidential information that could adversely affect our business operations or result in the loss, dissemination, or misuse of critical or sensitive information. A breach of our security measures or the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation or misuse of trade secrets, proprietary information, or other confidential information, whether as a result of theft, hacking, fraud, trickery or other forms of deception, or for any other reason, could enable others to produce competing products, use our proprietary technology or information, or adversely affect our business or financial condition. Further, any such interruption, security breach, loss or disclosure of confidential information, could result in financial, legal, business, and reputational harm to us and could have a material adverse effect on our business, financial position, results of operations or cash flow.

Declining general economic or business conditions may have a negative impact on our business.

Continuing concerns over U.S. health care reform legislation and energy costs, geopolitical issues, the availability and cost of credit and government stimulus programs in the United States and other countries have contributed to increased volatility and diminished expectations for the global economy. These factors, combined with low business and consumer confidence, could precipitate an economic slowdown and recession. Additionally, political changes in the U.S. and elsewhere in the world have created a level of uncertainty in the markets. If the economic climate does not improve or deteriorate, our business, as well as the financial condition of our suppliers and our third-party payors, could be adversely affected, resulting in a negative impact on our business, financial condition and results of operations.

Further, due to increasing inflation, operating costs for many businesses have increased and, in the future, could impact demand or pricing manufacturing of our drug candidates or services providers, employee wages. Inflation rates, particularly in the United States, have increased recently to levels not seen in years, and increased inflation may result in increases in our operating costs (including our labor costs), reduced liquidity and limits on our ability to access credit or otherwise raise capital. In addition, the Federal Reserve has raised, and may again raise, interest rates in response to concerns about inflation, which coupled with reduced government spending and volatility in financial markets may have the effect of further increasing economic uncertainty and heightening these risks.

Actual events involving reduced or limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds, have in the past and may in the future lead to market-wide liquidity problems. For example, on March 10, 2023, Silicon Valley Bank, was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation as receiver. Although we did not have any cash or cash equivalent balances on deposit with Silicon Valley Bank, uncertainty and liquidity concerns in the broader financial services industry remain and the failure of Silicon Valley Bank and its potential near- and long-term effects on the biotechnology industry and its participants such as our vendors, suppliers, and investors, may also adversely affect our operations and stock price.

In addition, the global macroeconomic environment could be negatively affected by, among other things, COVID-19 or other pandemics or epidemics, instability in global economic markets, increased U.S. trade tariffs and trade disputes with other countries, instability in the global credit markets, supply chain weaknesses, instability in the geopolitical environment as a result of the withdrawal of the United Kingdom from the European Union, the Russian invasion of Ukraine, the war in the Middle East and other political tensions, and foreign governmental debt concerns. Such challenges have caused, and may continue to cause, uncertainty and instability in local economies and in global financial markets.

We are actively monitoring the effects these disruptions and increasing inflation could have on our operations. These conditions make it extremely difficult for us to accurately forecast and plan future business activities.

Global climate change and related regulations could negatively affect our business.

The effects of climate change, such as extreme weather conditions, create financial risks to our business. For example, the demand for our products may be affected by unseasonable weather conditions. The effects of climate change could also disrupt our operations by impacting the availability and cost of materials needed for manufacturing and could increase insurance and other operating costs. We could also face indirect financial risks passed through the supply chain and disruptions that could result in increased prices for our products and the resources needed to produce them.

Climate change is continuing to receive ever-increasing attention worldwide. Many scientists, legislators and others attribute climate change to increased levels of greenhouse gases, including carbon dioxide, which could lead to additional legislative and regulatory efforts to limit greenhouse gas emissions. For example, new federal or state restrictions on emissions of carbon dioxide that may be imposed on vehicles and automobile fuels could adversely affect demand for vehicles, annual miles driven or the products we sell or lead to changes in automotive technology. Compliance with any new or more stringent laws or regulations, or stricter interpretations of existing laws, could require increased capital expenditures to improve our product portfolio to meet such new laws, regulations and standards. While we have been committed to continuous improvements to our product portfolio to meet and exceed anticipated regulatory standard levels, there can be no assurance that our commitments will be successful, that our products will be accepted by the market, that proposed regulation or deregulation will not have a negative competitive impact or that economic returns will reflect our investments in new product development.

We could be exposed to significant liability claims if we are unable to obtain insurance at acceptable costs and adequate levels or otherwise protect ourselves against potential product liability claims.

The testing, manufacture, marketing and sale of medical devices entail the inherent risk of liability claims or product recalls. Product liability insurance is expensive and, if available, may not be available on acceptable terms at all periods of time. A successful product liability claim or product recall could inhibit or prevent the successful commercialization of our products, cause a significant financial burden on the Company, or both, which in either case could have a material adverse effect on our business and financial condition.

The results of our research and development efforts are uncertain and there can be no assurance of the continued commercial success of our products.

We believe that we will need to incur additional research and development expenditures to continue development of our existing proposed products as well as research and development expenditures to develop new products and services. The products and services we are developing and may develop in the future may not be technologically successful. In addition, the length of our product and service development cycle may be greater than we originally expected, and we may experience delays in product development. If our resulting products and services are not technologically successful, they may not achieve market acceptance or compete effectively with our competitors’ products and services.

If we fail to retain certain of our key personnel and attract and retain additional qualified personnel, we might not be able to pursue our growth strategy.

Our future success will depend upon the continued service of Waqaas Al-Siddiq, our President and Chief Executive Officer. We entered into an employment with Mr. Al-Siddiq on April 10, 2020 pursuant to which he continued to serve as Chief Executive officer for 12 months from the execution date, which was automatically renewed since that date, pursuant to its terms. Although we believe that our relationship with him is positive, there can be no assurance that his services will continue to be available to us in the future. We do not carry any key man life insurance policies on any of our executive officers.

Executive and legislative actions, or legal proceedings that seek to amend, repeal, replace or further modify the Affordable Care Act may adversely affect our business, financial condition and results of operations.

Since its adoption into law in 2010, the Affordable Care Act has been challenged before the U.S. Supreme Court, and Congress in order to delay, defund, or repeal implementation of or amend significant provisions of the Affordable Care Act. In addition, there continues to be ongoing litigation over the interpretation and implementation of certain provisions of the law. The net effect of the Affordable Care Act, as currently in effect, on our business is subject to a number of variables, including the law’s complexity, lack of complete implementing regulations and interpretive guidance, and the sporadic implementation of the numerous programs designed to improve access to and the quality of healthcare services. Additional variables of the Affordable Care Act impacting our business will be how states, providers, insurance companies, employers, and other market participants respond to any future challenges to the Affordable Care Act.

We cannot predict whether the Affordable Care Act will be modified, or whether it will be repealed or replaced, in whole or in part, and, if so, what the replacement plan or modifications would be, when the replacement plan or modifications would become effective, or whether any of the existing provisions of the Affordable Care Act would remain in place.

We will not be profitable unless we can demonstrate that our products can be manufactured at low prices.

To date, we have focused primarily on research and development of the first-generation version of the Bioflux and Biotres, as well as other technologies we plan to introduce in our eco-system, and their proposed marketing and distribution. Consequently, we have little experience in manufacturing these products on a commercial basis. We may manufacture our products through third-party manufacturers. We can offer no assurance that either we or our manufacturing partners will develop efficient, automated, low-cost manufacturing capabilities and processes to meet the quality, price, engineering, design and production standards or production volumes required to successfully mass market our products, especially at the low-cost levels we require to absorb the cost of near free distribution of our products pursuant to our proposed business plan. Even if we or our manufacturing partners are successful in developing such manufacturing capability and processes, we do not know whether we or they will be timely in meeting our product commercialization schedule or the production and delivery requirements of potential customers. A failure to develop such manufacturing processes and capabilities could have a material adverse effect on our business and financial results.

Our profitability in part is dependent on material and other manufacturing costs. We are unable to offer any assurance that either we or a manufacturing partner will be able to reduce costs to a level which will allow production of a competitive product or that any product produced using lower cost materials and manufacturing processes will not suffer from a reduction in performance, reliability and longevity.

If we or our suppliers fail to achieve or maintain regulatory approval of manufacturing facilities, our growth could be limited, and our business could be harmed.

We currently assemble our devices in our California facility. To maintain compliance with FDA and other regulatory requirements, our manufacturing facilities must be periodically re-evaluated and qualified under a quality system to ensure they meet production and quality standards. Suppliers of components and products used to manufacture our devices must also comply with FDA regulatory requirements, which often require significant resources and subject us and our suppliers to potential regulatory inspections and stoppages. If we or our suppliers do not maintain regulatory approval for our manufacturing operations, our business could be adversely affected and we may not be able to manufacture our devices.

Our dependence on a limited number of suppliers may prevent us from delivering our devices on a timely basis.

We currently rely on a limited number of suppliers of components for our devices. If these suppliers became unable to provide components in the volumes needed or at an acceptable price, we would have to identify and qualify acceptable replacements from alternative sources of supply. The process of qualifying suppliers is lengthy. Delays or interruptions in the supply of our requirements could limit or stop our ability to provide sufficient quantities of devices on a timely basis or meet demand for our services, which could have a material adverse effect on our business, financial condition and results of operations.

Our operations in international markets involve inherent risks that we may not be able to control.

Our business plan includes the marketing and sale of our proposed products in international markets. Accordingly, our results could be materially and adversely affected by a variety of uncontrollable and changing factors relating to international business operations, including:

● Macroeconomic conditions adversely affecting geographies where we intend to do business; ● Foreign currency exchange rates; ● Political or social unrest or economic instability in a specific country or region; ● Higher costs of doing business in foreign countries; ● Infringement claims on foreign patents, copyrights or trademark rights; ● Difficulties in staffing and managing operations across disparate geographic areas; ● Difficulties associated with enforcing agreements and intellectual property rights through foreign legal systems; ● Trade protection measures and other regulatory requirements, which affect our ability to import or export our products from or to various countries; ● Adverse tax consequences; ● Unexpected changes in legal and regulatory requirements; ● Military conflict, terrorist activities, natural disasters and medical epidemics; and ● Our ability to recruit and retain channel partners in foreign jurisdictions.

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	●	Higher costs of doing business in foreign countries;

	●	Infringement claims on foreign patents, copyrights or trademark rights;

	●	Difficulties in staffing and managing operations across disparate geographic areas;

	●	Difficulties associated with enforcing agreements and intellectual property rights through foreign legal systems;

	●	Trade protection measures and other regulatory requirements, which affect our ability to import or export our products from or to various countries;

	●	Adverse tax consequences;

	●	Unexpected changes in legal and regulatory requirements;

	●	Military conflict, terrorist activities, natural disasters and medical epidemics; and

	●	Our ability to recruit and retain channel partners in foreign jurisdictions.

Risks Related to Our Industry

The industry in which we operate is highly competitive and subject to rapid technological change. If our competitors are better able to develop and market products that are safer, more effective, less costly, easier to use, or are otherwise more attractive, we may be unable to compete effectively with other companies.

The medical technology industry is characterized by intense competition and rapid technological change, and we will face competition on the basis of product features, clinical outcomes, price, services and other factors. Competitors may include large medical device and other companies, some of which have significantly greater financial and marketing resources than we do, and firms that are more specialized than we are with respect to particular markets. Our competition may respond more quickly to new or emerging technologies, undertake more extensive marketing campaigns, have greater financial, marketing and other resources than ours or may be more successful in attracting potential customers, employees and strategic partners.

Our competitive position will depend on multiple, complex factors, including our ability to achieve regulatory clearance and market acceptance for our products, develop new products, implement production and marketing plans, secure regulatory approvals for products under development and protect our intellectual property. In some instances, competitors may also offer, or may attempt to develop, alternative systems that may be delivered without a medical device or a medical device superior to ours. The development of new or improved products, processes or technologies by other companies may render our products or proposed products obsolete or less competitive. The entry into the market of manufacturers located in low-cost manufacturing locations may also create pricing pressure, particularly in developing markets. Our future success depends, among other things, upon our ability to compete effectively against current technology, as well as to respond effectively to technological advances or changing regulatory requirements, and upon our ability to successfully implement our marketing strategies and execute our research and development plan. Our research and development efforts are aimed, in part, at solving increasingly complex problems, as well as creating new technologies, and we do not expect that all of our projects will be successful. If our research and development efforts are unsuccessful, our future results of operations could be materially harmed.

We face competition from other medical device companies that focus on similar markets.

We face competition from other companies that have longer operating histories and may have greater name recognition and substantially greater financial, technical and marketing resources than us. Many of these companies also have FDA or other applicable governmental approval to market and sell their products, and more extensive customer bases, broader customer relationships and broader industry alliances than us, including relationships with many of our potential customers. Increased competition from any of these sources could result in our failure to achieve and maintain an adequate level of customers and market share to support the cost of our operations.

Unsuccessful clinical or other trials or procedures relating to products under development could have a material adverse effect on our prospects.

The regulatory approval process for new products and new indications for existing products requires extensive clinical trials and procedures, including early clinical experiences and regulatory studies. Unfavorable or inconsistent clinical data from current or future clinical trials or procedures conducted by us, our competitors, or third parties, or perceptions regarding this clinical data, could adversely affect our ability to obtain necessary approvals and the market’s view of our future prospects. Such clinical trials and procedures are inherently uncertain and there can be no assurance that these trials or procedures will be completed in a timely or cost-effective manner or result in a commercially viable product. Failure to successfully complete these trials or procedures in a timely and cost-effective manner could have a material adverse effect on our prospects. Clinical trials or procedures may experience significant setbacks even after earlier trials have shown promising results. Further, preliminary results from clinical trials or procedures may be contradicted by subsequent clinical analysis. In addition, results from our clinical trials or procedures may not be supported by actual long-term studies or clinical experience. If preliminary clinical results are later contradicted, or if initial results cannot be supported by actual long-term studies or clinical experience, our business could be adversely affected. Clinical trials or procedures may be suspended or terminated by us, the FDA or other regulatory authorities at any time if it is believed that the trial participants face unacceptable health risks.

Intellectual property litigation and infringement claims could cause us to incur significant expenses or prevent us from selling certain of our products.

The medical device industry in which we operate is characterized by extensive intellectual property litigation and, from time to time, we might be the subject of claims by third parties of potential infringement or misappropriation. Regardless of outcome, such claims are expensive to defend and divert the time and effort of our management and operating personnel from other business issues. A successful claim or claims of patent or other intellectual property infringement against us could result in our payment of significant monetary damages and/or royalty payments, or it could negatively impact our ability to sell current or future products in the affected category and could have a material adverse effect on business, cash flows, financial condition or results of operations.

If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

We plan on relying on trade secrets, including unpatented know-how, technology and other proprietary information, to maintain our competitive position. We will seek to protect these trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties who have access to them, such as our employees, corporate collaborators, outside scientific collaborators, contract manufacturers, consultants, advisors and other third parties. We will seek to protect our confidential proprietary information, in part, by entering into confidentiality and invention or intellectual property assignment agreements with our employees and consultants. Moreover, to the extent we enter into such agreements, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would be harmed. In general, any loss of trade secret protection or other unpatented proprietary rights could harm our business, results of operations and financial condition.

Enforcement of federal and state laws regarding privacy and security of patient information may adversely affect our business, financial condition or operations.

The use and disclosure of certain health care information by health care providers and their business associates have come under increasing public scrutiny. Recent federal standards under the Health Insurance Portability and Accountability Act of 1996, or HIPAA, establish rules concerning how individually identifiable health information may be used, disclosed and protected. Historically, state law has governed confidentiality issues, and HIPAA preserves these laws to the extent they are more protective of a patient’s privacy or provide the patient with more access to his or her health information. As a result of the implementation of the HIPAA regulations, many states are considering revisions to their existing laws and regulations that may or may not be more stringent or burdensome than the federal HIPAA provisions. We must operate our business in a manner that complies with all applicable laws, both federal and state, and that does not jeopardize the ability of our customers to comply with all applicable laws. We believe that our operations are consistent with these legal standards. Nevertheless, these laws and regulations present risks for health care providers and their business associates that provide services to patients in multiple states. Because these laws and regulations are recent, and few have been interpreted by government regulators or courts, our interpretations of these laws and regulations may be incorrect. If a challenge to our activities is successful, it could have an adverse effect on our operations, may require us to forego relationships with customers in certain states and may restrict the territory available to us to expand our business. In addition, even if our interpretations of HIPAA and other federal and state laws and regulations are correct, we could be held liable for unauthorized uses or disclosures of patient information as a result of inadequate systems and controls to protect this information or as a result of the theft of information by unauthorized computer programmers who penetrate our network security. Enforcement of these laws against us could have a material adverse effect on our business, financial condition and results of operations.

We may become subject, directly or indirectly, to federal and state health care fraud and abuse laws and regulations and if we are unable to fully comply with such laws, the Company could face substantial penalties.

Although not affected at this time, our operations may in the future become directly or indirectly affected by various broad state and federal health care fraud and abuse laws, including the Federal Healthcare Programs’ Anti-Kickback Statute and the Stark law, which among other things, prohibits a physician from referring Medicare and Medicaid patients to an entity with which the physician has a financial relationship, subject to certain exceptions. If our future operations are found to be in violation of these laws, we or our officers may be subject to civil or criminal penalties, including large monetary penalties, damages, fines, imprisonment and exclusion from Medicare and Medicaid program participation. If enforcement action were to occur, our business and results of operations could be adversely affected.

We may be subject to federal and state false claims laws which impose substantial penalties.

Many of the physicians and patients whom we expect to use our services will file claims for reimbursement with government programs such as Medicare and Medicaid. As a result, we may be subject to the federal False Claims Act if we knowingly “cause” the filing of false claims. Violations may result in substantial civil penalties, including treble damages. The federal False Claims Act also contains “whistleblower” or “qui tam” provisions that allow private individuals to bring actions on behalf of the government alleging that the defendant has defrauded the government. In recent years, the number of suits brought in the medical industry by private individuals has increased dramatically. Various states have enacted laws modeled after the federal False Claims Act, including “qui tam” provisions, and some of these laws apply to claims filed with commercial insurers. We are unable to predict whether we could be subject to actions under the federal False Claims Act, or the impact of such actions. However, the costs of defending claims under the False Claims Act, as well as sanctions imposed under the False Claims Act, could adversely affect our results of operations.

Changes in the health care industry or tort reform could reduce the number of arrhythmia monitoring solutions ordered by physicians, which could result in a decline in the demand for our planned solutions, pricing pressure and decreased revenue.

Changes in the health care industry directed at controlling health care costs or perceived over-utilization of arrhythmia monitoring solutions could reduce the volume of solutions ordered by physicians. If more health care cost controls are broadly instituted throughout the health care industry, the volume of cardiac monitoring solutions could decrease, resulting in pricing pressure and declining demand for our planned services, which could harm our operating results. In addition, it has been suggested that some physicians order arrhythmia monitoring solutions, even when the services may have limited clinical utility, primarily to establish a record for defense in the event of a claim of medical malpractice against the physician. Legal changes increasing the difficulty of initiating medical malpractice cases, known as tort reform, could reduce the amount of our services prescribed as physicians respond to reduced risks of litigation, which could harm our operating results.

Risks Related to Our Securities and Other Risks

If we fail to comply with the continuing listing standards of Nasdaq, our Common Stock could be delisted from the exchange.

On January 30, 2024, we received a delisting determination letter (the “Letter”) from the Staff advising us that the Staff had determined that we did not regain compliance with the MVLS Requirement by the Compliance Date because our MVLS did not close at or above $35 million for a minimum of 10 consecutive business days prior to the Compliance Date. As a result, trading of our Common Stock on the Nasdaq Capital Market was subject to suspension at the opening of business on February 8, 2024, and a Form 25-NSE would have been filed with the SEC to remove our securities from listing and registration on the Nasdaq Stock Market unless we requested an appeal of the Staff’s determination. On February 6, 2024, we submitted a hearing request to the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff’s delisting determination. Our request for a hearing has stayed the suspension of our securities and the filing of a Form 25-NSE pending the Panel’s decision. At the hearing, we intend to present a plan to regain compliance with the MVLS Requirement.

On January 20, 2023, the Company received a letter from Nasdaq informing it that although the Company’s Common Stock has not regained compliance with the minimum $1.00 bid price per share requirement, the Staff determined that we were eligible for an additional 180 calendar day period, or until July 19, 2023, to regain compliance. We were able to regain compliance with the bid price requirement after we effected a reverse stock split. On July18, 2023, we received a written notice from Nasdaq informing us that we regained compliance with Rule 5550(a)(2) and this matter is now closed.

If we fail to regain compliance with Nasdaq’s Listing Rules, we could be subject to suspension and delisting proceedings. If our securities lose their status on The Nasdaq Capital Market, our securities will likely trade in the over-the-counter market. If our securities were to trade on the over-the-counter market, selling our securities could be more difficult because smaller quantities of securities would likely be bought and sold, transactions could be delayed, and security analysts’ coverage of us may be reduced. In addition, in the event our securities are delisted, broker-dealers have certain regulatory burdens imposed upon them, which may discourage broker-dealers from effecting transactions in our securities, further limiting the liquidity of our securities. These factors could result in lower prices and larger spreads in the bid and ask prices for our securities. Such delisting from The Nasdaq Capital Market and continued or further declines in our share price could also greatly impair our ability to raise additional necessary capital through equity or debt financing and could significantly increase the ownership dilution to shareholders caused by our issuing equity in financing or other transactions.

There is a limited existing market for our Common Stock and we do not know if a more liquid market for our Common Stock will develop to provide you with adequate liquidity.

Until August 25, 2021, our Common Stock was quoted on the OTCQB. As of August 26, 2021, our Common Stock began trading on the Nasdaq Capital Market. We cannot assure you that a more active trading market for our Common Stock will develop or if it does develop, that it will be maintained. You may not be able to sell your securities quickly or at the market price if trading in our securities is not active. In the absence of an active public trading market:

	●	you may not be able to resell your securities at or above the public offering price;
	●	the market price of our common stock may experience more price volatility; and
	●	there may be less efficiency in carrying out your purchase and sale orders.

The market price of our Common Stock has been volatile and can fluctuate substantially, which could result in substantial losses for purchasers of our Common Stock in this offering.

Investors should consider an investment in our Common Stock risky and invest only if they can withstand a significant loss and wide fluctuations in the market value of their investment. Investors who purchase our Common Stock may not be able to sell their shares at or above the purchase price. Our stock price has been volatile and may be volatile in the future. Since our securities began trading on Nasdaq, the closing price of our Common Stock has fluctuated between a high of $28.02 on December 13, 2021 and a low of $0.74 on February 7, 2024. Some of the factors that may cause the market price of our Common Stock to fluctuate including the following:

	●	Our ability to successfully bring any of our proposed or planned products to market;

	●	Actual or anticipated fluctuations in our quarterly or annual operating results;

	●	Changes in financial or operational estimates or projections;

	●	Conditions in markets generally;

	●	Changes in the economic performance or market valuations of companies similar to ours;

	●	Announcements by us or our competitors of new products, acquisitions, strategic partnerships, joint ventures or capital commitments;

	●	Our intellectual property position; and

	●	General economic or political conditions in the United States or elsewhere.

In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of shares of our common stock.

There may be a significant number of shares of Common Stock eligible for sale, which could depress the market price of such stock.

We have ~~[●]~~27,797,711 ~~outstanding~~issued shares as of ~~February~~December ~~[●]~~12, ~~2024,~~2025 of which ~~[●]~~13,930,360 are unrestricted shares of Common Stock, such that a large number of shares of our Common Stock could be made available for sale in the public market, which could harm the market ~~price~~ price of the stock. We also have [160,672] Exchangeable Shares, directly exchangeable into an equivalent number of shares of Common Stock, which could be exchanged and made available for sale in public markets,

Our largest stockholder will substantially influence our Company for the foreseeable future, including the outcome of matters requiring shareholder approval and such control may prevent you and other stockholders from influencing significant corporate decisions and may result in conflicts of interest that could cause the Company’s stock price to decline.

Mr. Al-Siddiq, our chief executive officer and chairman of our board of directors, beneficially owns approximately 158.534% of our outstanding shares of common stock and common stock underlying the Exchangeable Shares as of December 12, 2025. As a result, coupled with his board seat, he will have the ability to influence the election of our directors and the outcome of corporate actions requiring shareholder approval, such as: (i) a merger or a sale of our Company, (ii) a sale of all or substantially all of our assets, and (iii) amendments to our articles of incorporation and bylaws. This concentration of voting power and control could have a significant effect in delaying, deferring or preventing an action that might otherwise be beneficial to our other shareholders and be disadvantageous to our shareholders with interests different from those entities and individuals. Mr. Al-Siddiq also has significant control over our business, policies and affairs as an executive officer or director of our Company. He may also exert influence in delaying or preventing a change in control of the Company, even if such change in control would benefit the other stockholders of the Company. In addition, the significant concentration of stock ownership may adversely ~~affect~~ affect the market value of the Company’s common stock due to investors’ perception that conflicts of interest may exist or arise.

Failure to maintain effective internal control over our financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) could cause our financial reports to be inaccurate.

We are required pursuant to Section 404 of the Sarbanes-Oxley Act to maintain internal control over financial reporting and to assess and report on the effectiveness of those controls. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Although we prepare our financial statements in accordance with accounting principles generally accepted in the United States, our internal accounting controls may not meet all standards applicable to companies with publicly traded securities. If we fail to implement any required improvements to our disclosure controls and procedures, we may be obligated to report control deficiencies and our independent registered public accounting firm may not be able to certify the effectiveness of our internal controls over financial reporting. In either case, we could become subject to regulatory sanction or investigation. Further, these outcomes could damage investor confidence in the accuracy and reliability of our financial statements.

Our management has concluded that our internal controls over financial reporting were, and continue to be, effective, as of December 31, 2023. If we are not able to maintain effective internal control over financial reporting, our financial statements, including related disclosures, may be inaccurate, which could have a material adverse effect on our business.

Our issuance of additional Common Stock or preferred stock may cause our Common Stock price to decline, which may negatively impact your investment.

Issuances of a substantial number of additional shares of our Common Stock or preferred stock, or the perception that such issuances could occur, may cause prevailing market prices for our Common Stock to decline. In addition, our board of directors is authorized to issue additional series of shares of preferred stock without any action on the part of our stockholders. Our board of directors also has the power, without stockholder approval, to set the terms of any such series of shares of preferred stock that may be issued, including voting rights, conversion rights, dividend rights, preferences over our Common Stock with respect to dividends or if we liquidate, dissolve or wind up our business and other terms. If we issue cumulative preferred stock in the future that has preference over our Common Stock with respect to the payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our Common Stock, the market price of our Common Stock could decrease.

Anti-takeover provisions in our charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of the Company difficult.

Our articles of incorporation and bylaws contain provisions that may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. For example, our Articles of Incorporation permit the Board of Directors without stockholder approval to issue up to 10,000,000 shares of preferred stock (20,000 of these shares have been designated as Series A Preferred Stock, of which 6,304 are outstanding, 600 shares have been designated as Series B Preferred Stock, of which 180 are outstanding and one special voting preferred share is designated and outstanding) and to fix the designation, power, preferences, and rights of the shares and preferred stock). Furthermore, the Board of Directors has the ability to increase the size of the Board and fill newly created vacancies without stockholder approval. These provisions could limit the price that investors might be willing to pay in the future for shares of the Company’s common stock.

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Our Common Stock could become subject to the SEC’s penny stock rules and accordingly, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected.

The SEC has adopted regulations, which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock is less than $5.00 per share and therefore would be a “penny stock” according to SEC rules, unless we are listed on a national securities exchange. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:

● Make a special written suitability determination for the purchaser;

● Receive the purchaser’s prior written agreement to the transaction;

● Provide the purchaser with risk disclosure documents which identify certain risks associated with investing in “penny stocks” and which describe the market for these “penny stocks” as well as a purchaser’s legal remedies; and

● Obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a “penny stock” can be completed.

If our common stock became subject to these rules, broker-dealers may find it difficult to effectuate customer transactions and trading activity in our securities may be adversely affected. As a result, the market price of our securities may be depressed, and you may find it more difficult to sell your securities.

We have not paid dividends on our common stock in the past and do not expect to pay dividends in the future, and any return on investment may be limited to the value of our stock.

We have never paid any cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future and any return on investment may be limited to the value of our Common Stock. We plan to retain any future earning to finance growth.

Risks Related to Intellectual Property

We have no utility patent protection, and have only limited design patent protection and rely on unregistered copyright and trade secret protection.

We have no utility patent protection, and have only limited design patent protection and rely on unregistered copyright and trade secret protection. If we are unable to obtain and maintain patent protection for our products, our competitors could develop and commercialize products and technology similar or identical to ours, and our ability to successfully commercialize our existing products and any products we may develop, and our technology may be adversely affected.

Any failure to obtain or maintain sufficient intellectual property protection with respect to our current and planned products could have a material adverse effect on our business, financial condition, and results of operations.

We rely on trade secret protection to protect proprietary know-how that may not be patentable or that we elect not to patent, processes for which patents may be difficult to obtain or enforce, and any other elements of our products and services that involve proprietary know-how, information or technology that is not covered by patents. However, trade secrets can also be difficult to protect. If the steps taken to maintain our trade secrets are deemed inadequate, we may have insufficient recourse against third parties for misappropriating any trade secrets. Misappropriation or unauthorized disclosure of our trade secrets could significantly affect our competitive position and may have a material adverse effect on our business. Furthermore, trade secret protection does not prevent competitors from independently developing similar technology. To the extent we also rely on copyright protection, it, too, does not prevent competitors from independently developing similar technology.

Even if we were to obtain additional patent protection, such patents may not issue in a form that will provide us with any meaningful protection, prevent competitors or other third parties from competing with us, or otherwise provide us with any competitive advantage. Any patents that we own may be challenged, narrowed, circumvented, or invalidated by third parties. Consequently, we do not know whether our products will be protectable or remain protected by valid and enforceable patents. Our competitors or other third parties may be able to circumvent our intellectual property by developing similar or alternative technologies or products in a non-infringing manner which could materially adversely affect our business, financial condition, results of operations and prospects.

We have made and will continue to make decisions regarding what patents and trademarks and other intellectual property to pursue and maintain in is business judgment balanced against the cost of obtaining and maintaining that intellectual property.

We may not be able to protect our intellectual property and proprietary rights throughout the world.

Third parties may attempt to commercialize competitive products or services in foreign countries where we do not have any patents or patent applications where legal recourse may be limited. This may have a significant commercial impact on our foreign business operations.

We may become involved in lawsuits to protect or enforce our patents or other intellectual property, which could be expensive, time consuming and unsuccessful.

Competitors may infringe our patents, trademarks, copyrights or other intellectual property. To counter infringement or unauthorized use, we may be required to file infringement claims, which can be expensive and time consuming and divert the time and attention of our management and scientific personnel. Any claims we assert against perceived infringers could provoke these parties to assert counterclaims against us alleging that we infringe their patents, in addition to counterclaims asserting that our patents are invalid or unenforceable, or both. In any patent infringement proceeding, there is a risk that a court will decide that a patent of ours is invalid or unenforceable, in whole or in part, and that we do not have the right to stop the other party from using the invention at issue. There is also a risk that, even if the validity of such patents is upheld, the court will construe the patent’s claims narrowly or decide that we do not have the right to stop the other party from using the invention at issue on the grounds that our patent claims do not cover the invention. An adverse outcome in a litigation or proceeding involving our patents could limit our ability to assert our patents against those parties or other competitors, and may curtail or preclude our ability to exclude third parties from making and selling similar or competitive products. Any of these occurrences could adversely affect our competitive business position, business prospects and financial condition.

Similarly, if we assert trademark infringement claims, a court may determine that the marks we have asserted are invalid or unenforceable, or that the party against whom we have asserted trademark infringement has superior rights to the marks in question. In this case, we could ultimately be forced to cease use of such trademarks.

Even if we establish infringement, the court may decide not to grant an injunction against further infringing activity and instead award only monetary damages, which may or may not be an adequate remedy. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during litigation. There could also be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of shares of our common stock. Moreover, there can be no assurance that we will have sufficient financial or other resources to file and pursue such infringement claims, which typically last for years before they are concluded. Even if we ultimately prevail in such claims, the monetary cost of such litigation and the diversion of the attention of our management and scientific personnel could outweigh any benefit we receive as a result of the proceedings.

Our commercial success depends, in part, on our ability to develop, manufacture, market and sell our product candidates without infringing the intellectual property and other proprietary rights of third parties. If any third-party patents or patent applications are found to cover our product candidates or their methods of use, we may not be free to manufacture or market our product candidates as planned without obtaining a license, which may not be available on commercially reasonable terms, or at all.

There is a substantial amount of intellectual property litigation in the pharmaceutical medical device industry, and we may become party to, or threatened with, litigation or other adversarial proceedings regarding intellectual property rights with respect to our product candidates, including interference and other administrative proceedings before the USPTO. Third parties may assert infringement claims against us based on existing or future intellectual property rights. The outcome of intellectual property litigation is subject to uncertainties that cannot be adequately quantified in advance. The pharmaceutical industry has produced a significant number of patents, and it may not always be clear to industry participants, including us, which patents cover various types of products or methods of use. The coverage of patents is subject to interpretation by the courts, and the interpretation is not always uniform. If we were sued for patent infringement, we would need to demonstrate that our product candidates, products or methods either do not infringe the patent claims of the relevant patent or that the patent claims are invalid or unenforceable, and we may not be able to do this. In the United States, proving invalidity (except in proceedings before the USPTO) requires a showing of clear and convincing evidence to overcome the presumption of validity enjoyed by issued patents. Even if we are successful in these proceedings, we may incur substantial costs and the time and attention of our management and scientific personnel could be diverted in pursuing these proceedings, which could significantly harm our business and operating results. In addition, we may not have sufficient resources to bring these actions to a successful conclusion.

If we are found to infringe a third-party’s intellectual property rights, we could be forced, including by court order, to cease developing, manufacturing or commercializing the infringing product candidate or product. Alternatively, we may be required to obtain a license from such third-party in order to use the infringing technology and continue developing, manufacturing or marketing the infringing product candidate. However, we may not be able to obtain any required license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. In addition, we could be found liable for monetary damages, including treble damages and attorney’s fees if we are found to have willfully infringed a patent. A finding of infringement could prevent us from commercializing our product candidates or force us to cease some of our business operations, which could materially harm our business. Claims that we have misappropriated the confidential information or trade secrets of third parties could have a similar negative impact on our business.

We have not done any investigation of and thus cannot provide assurance that our products or methods do not infringe the patents or other intellectual property rights of third parties.

If our business is successful, the possibility may increase that others will assert infringement claims against us.

Infringement and other intellectual property claims and proceedings brought against us, whether successful or not, could result in substantial costs and harm to our reputation. Such claims and proceedings can also distract and divert management and key personnel from other tasks important to the success of the business. We cannot be certain that we will successfully defend against allegations of infringement of patents and intellectual property rights of others. In the event that we become subject to a patent infringement or other intellectual property lawsuit and if the other party’s patents or other intellectual property were upheld as valid and enforceable and we were found to infringe the other party’s patents or violate the terms of a license to which we are a party, we could be required to do one or more of the following:

	●	cease selling or using any of our products that incorporate the asserted intellectual property, which would adversely affect our revenue;
	●	pay substantial damages for past use of the asserted intellectual property;
	●	obtain a license from the holder of the asserted intellectual property, which license may not be available on reasonable terms, if at all, and which could reduce profitability; and
	●	redesign or rename, in the case of trademark claims, our products to avoid violating or infringing the intellectual property rights of third parties, which may not be possible and could be costly and time-consuming if it is possible to do so.

Third-party claims of intellectual property infringement, misappropriation or other violation against may also prevent or delay the sale and marketing of our products.

We may also be subject to claims that our employees, consultants or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what we regard as our own intellectual property.

If we fail in defending any such claims, it could have a material adverse effect on our business, financial condition, and results of operations. Even if we are successful in defending against such claims, litigation could result in substantial costs to us and be a distraction to management.

If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected. None identified.

Our trademarks or trade names may be challenged, infringed, circumvented or declared generic or determined to be violating or infringing on other marks. We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition among potential partners or customers in our markets of interest. At times, competitors or other third parties may adopt trade names or trademarks similar to ours, thereby impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement or dilution claims brought by owners of other trademarks. Over the long term, if we are unable to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively and our business may be adversely affected. Our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain names, copyrights or other intellectual property may be ineffective and could result in substantial costs and diversion of resources and could adversely affect our business, financial condition, and results of operations.

If we are unable to protect our proprietary rights, or if we infringe on the proprietary rights of others, our competitiveness and business prospects may be materially damaged.

We have received one industrial design patent in Canada and in the U.S have filed 2 patents, one for Biotres and one for Bioheart. We may continue to seek patent protection for our designs and may seek patent protection for our proprietary technology if warranted. Seeking patent protection is a lengthy and costly process, and there can be no assurance that patents will be issued from any pending applications, or that any claims allowed from existing or pending patents will be sufficiently broad or strong to protect our designs or our proprietary technology. There is also no guarantee that any patents we hold will not be challenged, invalidated or circumvented, or that the patent rights granted will provide competitive advantages to us. Our competitors have developed and may continue to develop and obtain patents for technologies that are similar or superior to our technologies. In addition, the laws of foreign jurisdictions in which we develop, manufacture or sell our products may not protect our intellectual property rights to the same extent, as do the laws of Canada or the United States.

Adverse outcomes in current or future legal disputes regarding patent and other intellectual property rights could result in the loss of our intellectual property rights, subject us to significant liabilities to third parties, require us to seek licenses from third parties on terms that may not be reasonable or favorable to us, prevent us from manufacturing, importing or selling our products, or compel us to redesign our products to avoid infringing third parties’ intellectual property. As a result, we may be required to incur substantial costs to prosecute, enforce or defend our intellectual property rights if they are challenged. Any of these circumstances could have a material adverse effect on our business, financial condition and resources or results of operations.

Dependence on our proprietary rights and failing to protect such rights or to be successful in litigation related to such rights may result in our payment of significant monetary damages or impact offerings in our product portfolios.

Our long-term success largely depends on our ability to market technologically competitive products. If we fail to obtain or maintain adequate intellectual property protection, we may not be able to prevent third parties from using our proprietary technologies or may lose access to technologies critical to our products. Also, our currently pending industrial design patent or any future patents applications may not result in issued patents, and issued patents are subject to claims concerning priority, scope and other issues.

Furthermore, to the extent we do not file applications for patents domestically or internationally, we may not be able to prevent third parties from using our proprietary technologies or may lose access to technologies critical to our products in other countries.

31Use of Proceeds.

~~USE~~We OFestimate ~~PROCEEDS~~that we will receive net proceeds from this offering of approximately $15 million (assuming the sale of the maximum number of securities offered hereby), based upon an assumed public offering price of $0.34 per share (which is the last reported sale price of our Common Stock on Nasdaq on December 12, 2025, after deducting the estimated offering expenses because this is a reasonable best efforts offering with no minimum number of securities or amount of proceeds as a condition to closing, the actual offering amount, placement agent fees, and net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus, and we may not sell all or any of the securities we are offering. As a result, we may receive significantly less in net proceeds. Based on the assumed offering price set forth above, we estimate that our net proceeds from the sale of 75%, 50%, and 25% of the securities offered in this offering would be approximately $11 million, $7.5 million, and $3.7 million, respectively, after deducting estimated offering expenses payable by us, and assuming no issuance of any Pre-Funded Warrants. We will only receive additional proceeds from the exercise of the Pre-Funded Warrants we are selling in this offering if the Pre-Funded Warrants are exercised for cash. We cannot predict when or if these Pre-Funded Warrants will be exercised. It is possible that these Pre-Funded Warrants may never be exercised.

We estimate that we will receive net proceeds from this offering of approximately $[●] million (assuming the sale of the maximum number of securities offered hereby), based upon an assumed public offering price of $0.[●] per share (which is the last reported sale price of our Common Stock on Nasdaq on February [●], 2024), after deducting the estimated placement agent fees and estimated offering expenses payable by us and assuming no issuance of any Pre-Funded Warrants. However, because this is a reasonable best efforts offering with no minimum number of securities or amount of proceeds as a condition to closing, the actual offering amount, placement agent fees, and net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus, and we may not sell all or any of the securities we are offering. As a result, we may receive significantly less in net proceeds. Based on the assumed offering price set forth above, we estimate that our net proceeds from the sale of 75%, 50%, and 25% of the securities offered in this offering would be approximately $[●] million, $[●] million, and $[●] million, respectively, after deducting the estimated placement agent fees and estimated offering expenses payable by us, and assuming no issuance of any Pre-Funded Warrants. We will only receive additional proceeds from the exercise of the Pre-Funded Warrants we are selling in this offering if the Pre-Funded Warrants are exercised for cash. We cannot predict when or if these Pre-Funded Warrants will be exercised. It is possible that these Pre-Funded Warrants may never be exercised.

We intend to use the net proceeds from this offering for working capital and other general corporate purposes. This intended use of proceeds will not change if a smaller number of securities than the maximum amount being offered are sold. This expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve. The foregoing represents our intentions as of the date of this prospectus based upon our current plans and business conditions to use and allocate the net proceeds of the offering. However, our management will have significant flexibility and discretion in the timing and application of the net proceeds of the offering. Unforeseen events or changed business conditions may result in application of the proceeds of the offering in a manner other than as described in this prospectus. Our stockholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. Moreover, our management may use the net proceeds for corporate purposes that may not result in our being profitable or increase our market value.

~~Pending our~~Determination ~~use~~ of ~~the~~Offering ~~net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U~~Price.~~S. government securities.~~

32Our common stock is quoted on OTC Markets OTCQB tier. Our offering price is the closing price on December 12, 2025 as quoted on OTC Markets.

~~CAPITALIZATION~~Dilution.

The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2023:

● on an actual basis;

● on a pro forma basis, giving effect to: (i) the issuance of [●] shares of [●];

● on a pro forma, as adjusted basis to give further effect to the pro forma adjustments and issuance and sale of shares of our Common Stock in this offering at an assumed public offering price of $[●] per share, based the last reported sale price for our Common Stock on Nasdaq on February [●], 2024, after deducting the placement agent fees and estimated offering expenses payable by us, and assuming no sale of Pre-Funded Warrants.

Our capitalization following the closing of this offering will be adjusted based on the actual public offering price and other terms of this offering determined at pricing. You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes incorporated by reference into this prospectus.

	Actual			Pro Forma			Pro Forma As Adjusted
Cash	$	85,094		$	676,922		$
Mezzanine equity:
Series B Convertible Redeemable preferred stock, par value $0.001 per share, 600 shares authorized; 180 shares issued and outstanding as of December 31, 2023; 180 shares issued and outstanding pro forma; [●] shares issued and outstanding pro forma, as adjusted		1,028,856			1,028,856
Stockholders’ equity (deficit):
Preferred Stock, par value $0.001 per share, 10,000,000 shares authorized
Special Voting Preferred Stock, par value $0.001 per share, 1 share designated: 1 share issued and outstanding as of December 31, 2023, pro forma and pro forma, as adjusted		1			1
Series A Preferred Stock, par value $0.001 per share, 20,000 shares designated: 6,304 shares issued and outstanding as of December 31, 2023; 6,304 shares issued and outstanding pro forma; 6,304 shares issued and outstanding pro forma, as adjusted		6			6
Common stock, par value $0.001 per share: 125,000,000 shares authorized as of December 31, 2023; 9,258,957 shares issued and outstanding as of December 31, 2023 and exchangeable shares of 160,672 outstanding as of December 31, 2023; [●] shares issued and outstanding pro forma and exchangeable shares of 160,672 outstanding pro forma; [●] shares issued and outstanding pro forma, as adjusted, and exchangeable shares of 160,672 outstanding pro forma, as adjusted		9,420
Shares to be issued, 3,955 shares of Common Stock as of December 31, 2023; 3,955 shares of Common Stock pro forma; 3,955 shares of Common Stock pro forma, as adjusted		24,999			24,999			24,999
Additional paid-in capital		95,560,789			95,560,789			108,765,956
Accumulated other comprehensive loss		(251,888	)		(251,888	)		(251,888	)
Accumulated deficit		(123,099,681	)		(123,099,681	)		(123,099,681	)
Total stockholders’ equity (deficit)		(27,756,354	)		(27,756,353	)		(14,546,353	)
Total capitalization	$	(26,727,498	)	$			$

(1) An $0.10 increase or decrease in the assumed public offering price of $[●] per share, which is the last reported sale price of our Common Stock on Nasdaq on February [●], 2024, would increase or decrease, respectively, our pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity, and total capitalization by approximately $[ ] million, assuming the number of securities offered by us, as set forth on the cover page of this prospectus, remains the same, assuming no sale of any Pre-Funded Warrants, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of securities to be issued in this offering. An increase or decrease of 250,000 in the number of shares of Common Stock offered by us would increase or decrease, respectively, our pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity, and total capitalization by $[ ] million, assuming that the assumed public offering price remains the same, assuming no sale of any Pre-Funded Warrants, and after deducting estimated placement agent fees and estimated offering expenses payable by us. The information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering as determined between us, the placement agent, and the investors at pricing.

The number of shares of our Common Stock to be outstanding after this offering is based on 9,419,629 shares of our Common Stock outstanding as of December 31, 2023, which includes 160,672 Exchangeable Shares, and excludes:

● [●] shares of Common Stock issuable upon the exercise of stock options outstanding as of December 31, 2023 at a weighted-average exercise price of $[●] per share; and ● [●] shares of Common Stock issuable upon the exercise [●] of outstanding warrants as of December 31, 2023 at a weighted-average exercise price of $[ ] per share; and ● [●] shares of Common Stock issuable upon the conversion of outstanding convertible notes, inclusive of accrued interest; ● [●] shares of Common Stock issuable upon the conversion of outstanding Series A Preferred Stock as of December 31, 2023, inclusive of accrued dividends and assuming a conversion price of $[●] per share; ● [●] shares of Common Stock issuable upon the conversion of outstanding Series B Preferred Stock as of December 31, 2023, inclusive of accrued dividends and assuming a conversion price of $[●] per share; ● [●] shares of Common Stock available for issuance pursuant to future grants under our 2016 Equity Incentive Plan as of December 31, 2023; and ● [●] shares of Common Stock available for issuance pursuant to future grants under our 2023 Incentive Plan as of December 31, 2023; and ● [●] shares of Common Stock reserved for future issuance under our Employee Stock Purchase Plan.

DILUTION

If you invest in our Securities in this offering, your ownership interest will be diluted immediately to the extent of the difference between the public offering price per share of Common Stock and the as adjusted net tangible book value per share of our Common Stock after this offering.

Our historical net tangible book value as of December 31, 2023 was $(26,727,498), or $(2.84) per share of our Common Stock, based on a total of 9,419,629 shares of Common Stock, which includes 9,258,957 shares of Common Stock outstanding and 160,672 Exchangeable Shares. Historical net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of our Common Stock outstanding as of December 31, 2023.

Our pro forma net tangible book value as of December 31, 2023 was $[●] million, or $[●] per share of our Common Stock. Pro forma net tangible book value per share represents total tangible assets less total liabilities, divided by the number of shares of our Common Stock outstanding as of December 31, 2023.

After giving further effect to the assumed issuance and sale of the maximum of [●] shares of Common Stock in this offering at an assumed public offering price of $[●] per share, based on the last reported sale price of our Common Stock on Nasdaq on February [●], 2024, and after deducting the placement agent fees and estimated offering expenses payable by us, and assuming no sale of any Pre-Funded Warrants, our pro forma as adjusted net tangible book value as of December 31, 2023 would have been $[●] million, or $[●] per share. This represents an immediate increase in net tangible book value per share of $[●] to existing stockholders, compared to the pro forma net tangible book value per share, and immediate dilution of $[●] per share to investors purchasing securities in this offering. Dilution per share to investors is determined by subtracting pro forma as adjusted net tangible book value per share after this offering from the public offering price per share paid by investors in this offering. The following table illustrates this dilution on a per share basis:

Assumed public offering price per share of Common Stock
Historical net tangible book value per share		$
Increase per share attributable to pro forma adjustments
Pro forma net tangible book value per share at December 31, 2023		$
Increase in pro forma net tangible book value per share attributable to new investors
Pro forma as adjusted net tangible book value per share after this offering
Dilution per share to new investors purchasing securities in this offering

An $0.10 increase or decrease in the assumed public offering price of $[●] per share of Common Stock, which is the last reported sale price of our Common Stock on Nasdaq on February [●], 2024, would increase or decrease, respectively, our pro forma as adjusted net tangible book value per share after this offering by approximately $[●] and the dilution per share to investors purchasing securities in this offering by $[●] assuming the number of securities offered by us, as set forth on the cover page of this prospectus, remains the same, assuming no sale of any Pre-Funded Warrants, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of securities to be issued in this offering. An increase of 250,000 in the number of shares of Common Stock offered by us would increase our pro forma as adjusted net tangible book value per share and decrease the dilution per share to investors purchasing securities in this offering by $[●] and $[●], respectively, and each decrease of 250,000 in the number of shares of Common Stock offered by us would decrease our pro forma as adjusted net tangible book value per share and increase the dilution per share to investors purchasing securities in this offering by $[●] and $[●], respectively, assuming that the assumed public offering price remains the same, assuming no sale of any Pre-Funded Warrants, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering as determined between us, the placement agent, and the investors at pricing.

The discussion and table above assume no sale of any Pre-Funded Warrants. To the extent that the Pre-Funded Warrants are exercised, you may experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the ownership of our Common Stock beneficially owned by our current directors, named executive officers, our directors and current executive officers as a group and our 5% stockholders as of February [●], 2024 and as adjusted to reflect the sale of the securities offered in this offering (assuming the issuance of all of the [●] shares of Common Stock being registered in this offering which are not outstanding as of February [●], 2024), by (i) each current director, (ii) each named executive officer, (iii) each person who we know to be the beneficial owner of more than 5% of our Common Stock, and (iv) all current directors and executive officers as a group. The persons named in the table have sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by them. Percentage ownership of Common Stock owned prior to this offering (excluding Exchangeable Shares) is based on 9,258,957 shares of our Common Stock outstanding as of February [●], 2024. Percentage ownership of Common Stock owned prior to this offering (including Exchangeable Shares) is based on 9,258,957 shares of our Common Stock outstanding and the 160,672 votes that our Special Voting Preferred Stock is entitled to vote as of February [●], 2024, which is equal to outstanding number of Exchangeable Shares outstanding as of February [●], 2024. Percentage ownership after this offering is based on [●] shares of our Common Stock outstanding assuming the issuance of all of the [●] shares of Common Stock being registered in this offering which are not outstanding on the date hereof.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Biotricity Inc., 203 Redwood Shores Parkway, Suite 600, Redwood City, California 94065.

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned		Percentage of Shares of Common Stock Beneficially Owned Prior to this Offering (excluding Exchangeable Shares)			Percentage of Shares of Common Stock Beneficially Owned Prior to this Offering (including Exchangeable Shares)			Percentage of Common Stock Beneficially Owned After this Offering
Named Executive Officers & Directors
Waqaas Al-Siddiq (1)		1,559,018		15.53	%		15.29	%		%
John Ayanoglou (2)		243,161		2.56	%		2.52	%		%
David A. Rosa (3)		90,989		*			*
Chester White		117,477		1.27	%		1.25	%
Ronald McClurg(4)		3,585		*			*
All directors and current executive officers as a group (5 persons)		2,014,229		20.37	%		20.05	%		%
5% Stockholders other than executive officers and directors(5)
Isa Khalid Abdulla Al-Khalifa(6)		469,099		5.06	%		4.98	%

* Less than 1%

(1) Includes: (i) 785,390 shares of Common Stock; and (ii) 773,628 shares of Common Stock issuable upon the exercise of options that are exercisable within 60 days of February [●], 2024.

(2) Includes: (i) 6,945 shares of Common Stock; and (ii) 236,216 shares of Common Stock issuable upon the exercise of warrants that are exercisable within 60 days of February [●], 2024.

(3) Includes: (i) 84,322 shares of Common Stock issuable upon the exercise of options that are exercisable within 60 days of February [●], 2024; and (ii) 6,667 shares of Common Stock issuable upon the exercise of warrants hat are exercisable within 60 days of February [●], 2024.

(4) Represents shares of Common Stock issuable upon the exercise of warrants that are exercisable within 60 days of February [●], 2024.

(5) Does not include one share of Special Voting Preferred Stock held by Computershare Trust Company of Canada, which represents 100% of the outstanding shares of Special Voting Common Stock, and 180 shares of Series B Preferred Stock held by an investor, which represents 100% of the outstanding shares of Series B Preferred Stock. The holder of the Special Voting Preferred Stock is entitled to 160,672 votes, voting together with our Common Stock, as of February [●], 2024. The holder of the Series B Preferred Stock is prohibited from converting shares of Series B Preferred Stock if, after such conversion, the holder would beneficially own in excess of 4.99% of our outstanding shares of Common Stock.

(6) Does not include 6,104 shares of Series A Preferred Stock held by Isa Khalid Abdulla Al-Khalifa, which represents 97% of the outstanding shares of Series A Preferred Stock, which are convertible into shares of Common Stock, but which have no voting rights prior to conversion thereof into Common Stock.

MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY

Our Common Stock is currently listed on the Nasdaq Capital Market under the symbol “BTCY.” The last reported sale price of our Common Stock on the Nasdaq Capital Market on February [●], 2024 was $[●] per share of Common Stock.

Holders of Record

As of February [●], 2024, we had approximately [●] holders of record of our Common Stock. Because many of our shares of Common Stock are held by brokers and other institutions on behalf of stockholders, this number is not indicative of the total number of stockholders represented by these stockholders of record. As of February [●], 2024, the 160,672 Exchangeable Shares were held by approximately 11 holders of record, the one share of Special Voting Preferred Stock that is issued and outstanding was held by the Trustee, and 6,304 shares of Series A Preferred Stock that are issued and outstanding and owned by 2 shareholders.

Dividends

Holders of our Series A Preferred Stock are entitled to receive dividends at the rate of 12% per annum, which shall be paid quarterly unless the holder and us mutually agree to accrue and defer any such dividend. Holders of our Series B Preferred Stock are entitled to receive cumulative dividends in shares of Common Stock or cash on the Stated Value at an annual rate of 8% (or 15% in the event of a Triggering Event, as set forth in the Series B COD). Dividends on the Series B Preferred Stock will be payable upon conversion of the Series B Preferred Stock, upon any redemption, or upon any required payment upon any Bankruptcy Triggering Event, as set forth in the Series B COD.

We have never paid any cash dividends on our Common Stock and do not anticipate paying cash dividends in the foreseeable future. Any future determination to pay cash dividends on our Common Stock will be made at the discretion of our Board of Directors and will depend on various factors, including applicable laws, our results of operations, financial condition, future prospects, the terms of our outstanding indebtedness, and any other factors deemed relevant by our Board of Directors.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with the accompanying “Index to Consolidated Financial Statements” included in this prospectus. Data as of and for the periods ended March 31, 2023 and 2022 has been derived from our audited financial statements appearing at the end of this prospectus. Data as of and for the three and nine months ended December 31, 2023 and 2022 has been derived from our unaudited condensed financial statements appearing at the end of this prospectus. Results for any interim period should not be construed as an inference of what our results would be for any full fiscal year or future period. This discussion and other parts of this prospectus contain forward-looking statements, such as those relating to our plans, objectives, expectations, intentions, and beliefs, which involve risks and uncertainties. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” included elsewhere in this prospectus.

Overview of the Company

Biotricity 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 first focused on a segment of the ambulatory diagnostic cardiac market, otherwise known as COM, while also providing the capability to perform all type of ambulatory cardiac studies.

We developed our Bioflux COM technology, which has received clearance from the FDA, comprised of a monitoring device and software components, which we made available to the market under limited release on April 6, 2018, to assess, establish and develop sales processes and market dynamics. Full market release of the Bioflux device for commercialization occurred in April 2019. The fiscal year ended March 31, 2021 marked our first year of expanded commercialization efforts, focused on sales growth and expansion. In 2021, we announced the initial launch of Bioheart, a direct-to-consumer heart monitor that offers the same continuous heart monitoring technology used by physicians. In addition to developing and receiving regulatory approval or clearance of other technologies that enhance our ecosystem, in 2022, we announced the launch of Biotres, a three-lead device for ECG and arrhythmia monitoring intended for lower risk patients, a much broader addressable market segment. We have since expanded our sales efforts to 33 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 Independent Diagnostic Testing Facilities (“IDTFs)”. We believe our technological and clinical advantage combined with 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 us, and enables a more efficient market penetration and distribution strategy.

Commercial History

In 2021, we announced that we received a 510(k) clearance from the FDA for our Bioflux Software II System, engineered to improve workflows and reduce estimated time from 5 minutes to 30 seconds. This improvement in operational efficiency reduces operational costs and allows us 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.

~~During~~Dilution ~~2021~~represents the difference between the offering price and the ~~early~~net ~~part~~tangible ofbook ~~2022,~~value weper ~~also~~share ~~commercially~~immediately ~~launched~~after ~~our~~completion ~~Bioheart~~of ~~technology,~~this ~~which~~offering. Net tangible book value is athe ~~consumer~~amount ~~technology~~that ~~whose~~results ~~development~~from subtracting total liabilities and intangible assets from total assets. Dilution ~~was~~arises ~~forged~~mainly ~~out~~as a result of ~~prior~~our arbitrary determination of the ~~development~~offering price of the ~~clinical~~shares ~~technologies~~being ~~that~~offered. ~~are~~Dilution ~~already~~of ~~part~~the value of the ~~our~~shares ~~technology~~you ~~ecosystem,~~purchase is also a result of the ~~Biosphere. In~~lower ~~recognition~~book value of ~~our~~the ~~product~~shares ~~development,~~held inby ~~November~~our ~~2022,~~existing ~~Bioheart~~stockholders. ~~received~~The ~~recognition~~following astables compare ~~one~~the differences of ~~TIME’s~~your ~~Best~~investment ~~Inventions~~in our shares with the investment of ~~2022.~~ our existing stockholders:

~~The COVID-19~~Based ~~pandemic~~on ~~has~~the ~~highlighted~~last ~~the~~re--ported ~~importance~~sale price of ~~telemedicine~~our ~~and~~Common ~~remote~~Stock ~~patient~~on ~~monitoring~~OTC ~~technologies.~~Markets Weon ~~continue~~December to12, ~~develop~~2025, ~~a telemedicine~~our ~~platform,~~pro ~~with~~forma ~~capabilities~~net oftangible ~~real-time~~book ~~streaming~~value as of ~~medical~~September ~~devices.~~30, ~~Telemedicine~~2025 ~~offers~~would ~~patients~~have been ~~the~~($6,322772) ~~ability~~million, toor ~~communicate directly~~($0.236) ~~with~~per ~~their~~share. ~~health~~After ~~care~~giving ~~providers~~further ~~without~~effect to the ~~need~~assumed ofissuance ~~leaving~~and ~~their~~sale ~~home.~~of ~~The~~the ~~introduction~~maximum of a44,117,647 shares ~~telemedicine~~of ~~solution~~Common isStock ~~intended to~~in ~~align~~this ~~with~~offering ~~our~~at ~~technology~~an ~~platform~~assumed ~~and~~public ~~facilitate~~offering ~~remote~~price ~~visits~~of ~~and~~$0.34 ~~remote~~per ~~prescriptions~~share, ~~for~~and ~~cardiac~~the ~~diagnostics,~~other ~~but~~expenses itrelated ~~will~~to ~~also~~this ~~serve~~S-1 asand athe ~~means~~distrution of ~~establishing~~common ~~referral~~stock ~~and~~(assuming ~~other~~44,117,647 ~~synergies~~shares ~~across~~are ~~the~~sold), ~~network~~and ofbased ~~doctors~~on ~~and~~the ~~patients~~last ~~that~~reported ~~use~~sale ~~the~~price ~~technologies~~of weour Common ~~are~~Stock ~~building~~on ~~within~~OTC ~~the~~Markets ~~Biotricity~~on ~~ecosystem.~~December ~~The~~12, ~~intention~~2025, isThis torepresents ~~continue~~an toimmediate ~~provide~~decrease ~~improved~~in ~~care~~net totangible ~~patients~~book ~~that~~value ~~may~~per ~~otherwise~~share ~~elect not~~of $0.089 to goexisting stockholders, compared to ~~medical~~the ~~facilities~~pro ~~and~~forma ~~continue~~net totangible ~~provide~~book ~~economic~~value ~~benefits~~per share, and ~~costs~~immediate ~~savings~~dilution toof ~~healthcare~~$0.189 ~~service~~per ~~providers~~share ~~and~~to ~~payers~~investors purchasing ~~that~~securities ~~reimburse~~in this offering. ~~Our~~Dilution ~~goal~~per isshare to ~~position~~investors ~~ourselves~~is asdetermined anby ~~all-in-one~~subtracting ~~cardiac~~pro ~~diagnostic~~forma ~~and~~as ~~disease~~adjusted ~~management~~net ~~solution.~~tangible Webook ~~continue to~~value ~~grow~~per ~~our~~share ~~data~~before ~~set~~this ofoffering ~~billions~~from ofthe ~~patient~~pro ~~heartbeats,~~forma ~~allowing~~as usadjusted tonet ~~further~~tangible ~~develop~~book ~~its~~value ~~predictive~~per ~~capabilities~~share ~~relative~~after tothis ~~atrial~~offering. ~~fibrillation~~The following table ~~and~~illustrates ~~arrythmias.~~this dilution on a per share basis:

Pro forma net tangible book value as of September 30, 2025				Per share pro forma net tangible book value as of September 30, 2025				Pro forma net tangible book value as of December 12, 2025				Per Share pro forma net tangible book value as of December 12, 2025
$	(6,322,772	)		$	(0.236	)		$	(6,322,772	)		$	(0.089	)

In October 2022, we launched Biocare, after successfully piloting this technology in two facilities that provide cardiac care to more than 60,000 patients. This technology and other consumer technologies and applications such as the Biokit and Biocare have been developed to allow us to transform and use our strong cardiac footprint to expand into remote chronic care management solutions that will be part of the Biosphere. The technology puts actionable data into the hands of physicians to assist them in making effective treatment decisions quickly. During March 2023, we launched our patient-facing Biocare app on Android and Apple app stores. This further allows us to expand our footprint in providing full-cycle chronic care management solutions to our clinic and patient network. In January 2024, the Company appointed Dr. Fareeha Siddiqui, a scientist and expert in community health and diagnostics, to the position of VP of Healthcare to spearhead the roll-out and Biocare adoption to existing and new customers.N/A

~~We are~~Plan ~~also~~of ~~developing several other ancillary technologies, which will require application for further FDA clearances, which we anticipate applying for within the next twelve months~~Distribution. ~~Among these are:~~

	●	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;
	●	the Bioflux® 2.0, which is the next generation of our award winning Bioflux®

No common shares are issued and outstanding as of the date of this prospectus. The Company is registering an additional 44,117,647 shares of its common stock at the price of $0.34 per share. There is no arrangement to address the possible effect of the offering on the price of the stock.

WeThe ~~identified~~Company ~~the~~will ~~importance~~receive ofall ~~recent~~proceeds ~~developments~~from ~~in accelerating our path to profitability, including~~ the ~~launch~~sale of ~~important~~those ~~new products identified, which have a ready market through cross-selling to existing large customer clinics, and large new distribution partnerships that allow us to sell into large hospital networks~~shares. ~~Additionally,~~The inprice ~~September~~per ~~2022,~~share wemay ~~were~~be ~~awarded~~fixed aat ~~NIH Grant from the National Heart, Blood, and Lung Institute for AI-Enabled real-time monitoring, and predictive analytics for stroke due to chronic kidney failure~~$0.34 ~~This is a significant achievement that broadens our technology platform’s disease space demographic. The grant focuses on Bioflux-AI as an innovative system~~ for ~~real-time~~the ~~monitoring~~duration ~~and prediction~~ of ~~stroke episodes in chronic kidney disease patients. We received $238,703 under~~ this ~~award in March 2023, which we used to defray research and development and other associated costs~~offering.

~~Management~~The ~~has~~Company’s ~~indicated~~shares ~~that~~may ~~its~~be ~~mission~~sold isto purchasers from time to ~~innovate~~time ~~and~~directly ~~create~~by ~~transformative~~and ~~healthcare~~subject ~~products~~to ~~while~~the ~~ensuring~~discretion ~~financial~~of ~~discipline,~~the toCompany. ~~drive~~Further, ~~margin~~the ~~and~~Company ~~revenue~~will ~~growth~~not tooffer ~~deliver~~its ~~value~~shares ~~creation~~ for ~~our~~sale ~~investors.~~through ~~Our~~underwriters, ~~commitment~~dealers, toagents ~~innovation~~or ~~means~~anyone ~~that~~who wemay ~~harness~~receive ~~data~~compensation ~~intelligently~~in the form toof ~~explore~~underwriting ~~novel~~discounts, ~~avenues~~concessions or commissions from the Company and/or the purchasers of the shares for ~~enhancing~~whom ~~healthcare~~they ~~outcomes~~may act as agents. The ~~Through~~shares ~~cutting-edge~~sold ~~research~~by ~~and~~the ~~development,~~Company wemay ~~believe~~be weoccasionally ~~are~~sold ~~redefining medical~~in ~~diagnostics~~one ~~and~~or ~~patient~~more ~~care~~transactions; ~~and~~all ~~innovating~~shares ~~new~~sold ~~AI-driven~~under ~~solutions~~this prospectus will be sold at a fixed price of $0.34 per share

The offering will conclude on the earlier of; (1) when all 44,117,647 shares of common stock have been sold, or (2) 180 days after this registration statement becomes effective with the Securities and Exchange Commission. There is no minimum number of common shares that we have to sell. There are no minimum purchase requirements. BIOTRICITY INC. may at its discretion extend the offering for an additional 90 days or such period as the Company deems reasonable.

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which BIOTRICITY INC. has complied.

In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

AsIn aconnection ~~result~~with ofthe ~~providing~~Company’s selling efforts in the offering, our ~~Bioflux~~officers and ~~Biotres~~directors ~~products,~~will ~~Biotricity~~be ~~has~~selling ~~monitored~~shares ~~over~~on ~~two~~the ~~billion~~Company’s behalf. ~~heartbeats~~Our ~~for~~officers ~~atrial~~and ~~fibrillation~~directors will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of Rule 3a4-1 under the Securities Exchange Act of 1934, as amended (~~afib~~the “Exchange Act”). Generally speaking, aRule ~~leading~~3a4-1 ~~cause~~provides an exemption from the broker-dealer registration requirements of ~~strokes.~~the ~~Over~~Exchange Act for persons associated with an issuer that participate in an offering of the ~~past~~issuer’s ~~two~~securities. ~~years,~~Our ~~these~~officers ~~efforts~~and ~~have~~directors ~~benefited~~are not ~~over~~subject 28to any statutory disqualification,~~000~~ ~~patients~~as ~~diagnosed~~that term is defined in Section 3(a)(39) of the Exchange Act. Our officers and directors will not be compensated in connection with ~~afib,~~his participation in the offering by the payment of commissions or other remuneration based ~~providing~~either ~~them~~directly ~~with~~or indirectly on transactions in our securities. Our officers and directors are not, nor have he been within the ~~prospect~~past 12 months, a broker or dealer, and he is not, nor has he been within the past 12 months, an associated person of ~~earlier~~a ~~medical~~broker ~~intervention~~or –dealer. At ~~which~~the ~~also~~end ~~produces~~of ~~significant~~the ~~healthcare~~offering, ~~savings~~our officers and directors will continue to ~~patients~~primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Our officers and ~~the~~directors ~~healthcare~~will ~~system~~not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

WeBIOTRICITY ~~have~~IBC. ~~announced~~will ~~that~~pay weall ~~are~~expenses ~~expanding~~incidental ~~our AI technology development in remote cardiac care, leveraging proprietary AI technology~~ to ~~provide a~~the ~~suite~~registration of ~~predictive~~the ~~monitoring~~shares ~~tools~~(including toregistration ~~enhance~~pursuant ~~new~~to ~~disease profiling, improve patient management, and revolutionize~~ the ~~healthcare industry~~securities ~~for~~laws ~~disease~~of ~~prevention~~certain states).

WeRegulation have also strengthened relationships with Amazon and Google. The healthcare AI market opportunity is projected to grow to $208.2 billion by 2030 according to Grand View Research. Our Company has already established a strong foothold, having already built a powerful proprietary cardiac AI model that combines Google’s TensorFlow, AWS infrastructure, big data and a continuous learning engine. This combination allows us to rapidly improve our cardiac technology. In the near future, we believe the capabilities of our cardiac AI model will allow us to support healthcare professionals in handling exponentially more patients while identifying the most critical data. This will enable healthcare workers to elevate the quality of care while serving a larger number of patients. As growing patient numbers further stress the shortage of healthcare professionals, our technology could help alleviate this pressing issue. We have engineered our technology to not only improve patient care and outcomes, but to do so in a manner that supports more patients. This has led to increasing sales of our remote cardiac monitoring devices and the ramp-up of our subscription-based service, increasing our recurring revenue over the past few quarters and charting a clear path to profitability.M

~~From~~Our aofficers ~~market~~and ~~perspective~~directors, ~~increasing~~who ~~interest~~will offer and ~~demand~~sell ~~continue~~the shares, offered hereby, are aware that he is required to ~~drive~~comply with the ~~adoption~~ provisions of ~~our~~Regulation ~~suite~~M ofpromulgated ~~products~~under the Exchange Act. With certain exceptions, ~~which~~Regulation ~~are~~M ~~focused~~precludes onthe ~~chronic~~officers and directors, sales ~~cardiac~~agents, ~~disease~~any ~~prevention~~broker-dealer ~~and~~or ~~management.~~other ~~Our~~person ~~efforts~~who participates in ~~commercialization~~the ~~and~~distribution ~~development~~of ~~have~~shares ~~yielded~~in ~~tremendous~~this ~~progress~~offering infrom ~~remote~~bidding for or purchasing, ~~monitoring~~or ~~solutions~~attempting to induce any person to bid for ~~diagnostic~~or ~~and~~purchase ~~post-diagnostic~~any ~~products~~security which is the subject of the distribution until the entire distribution is complete.

~~Recent Developments~~Description of Securities to be Registered

~~Securities~~Common ~~Purchase Agreement and Series B Preferred~~ Stock

OnOur ~~September~~authorized ~~19,~~capital ~~2023,~~stock weconsists ~~entered~~of ~~into~~125,000,000 ashares ~~securities~~of ~~purchase~~common ~~agreement~~stock, ~~(the~~par ~~“Purchase~~value ~~Agreement”)~~$0.001 ~~with~~per anshare ~~institutional investor (the “Investor”) for the issuance~~ and ~~sale~~10,000 ~~of 220~~ shares of ~~Series~~preferred ~~B Preferred Stock~~stock, par atvalue ~~a purchase price~~ of $~~9,090~~0.91001 per share. ofThe ~~Series~~holders Bof ~~Preferred~~our ~~Stock,~~common ~~pursuant to which we received gross proceeds of $2,000,000.~~stock:

~~Shares of~~* ~~Series~~have Bequal ~~Preferred~~ratable ~~Stock~~rights to dividends from funds legally available if and ~~shares~~when ofdeclared by our ~~Common~~Board ~~Stock~~of ~~that~~Directors; * are ~~issuable~~entitled ~~upon~~to ~~conversion~~share ratably in all of, orour asassets ~~dividends~~available ~~on,~~for ~~the~~distribution ~~Series~~to Bholders ~~Preferred Stock~~of ~~were~~common ~~offered~~stock upon liquidation, ~~and~~dissolution ~~will~~or bewinding ~~issued,~~up ~~pursuant~~of toour ~~the~~affairs; ~~Prospectus~~* ~~Supplement,~~do ~~filed~~not ~~September~~have 19preemptive, ~~2023,~~subscription toor ~~the~~conversion ~~Prospectus~~rights ~~included~~and ~~in our~~there ~~Registration~~are ~~Statement~~no onredemption ~~Form~~or ~~S-3~~sinking ~~(Registration~~fund ~~No.~~provisions ~~333-255544)~~or ~~filed~~rights; ~~with~~* ~~the~~and ~~SEC~~are onentitled ~~April~~to ~~27,~~one ~~2021,~~non-cumulative ~~and~~vote ~~declared~~per ~~effective~~share ~~May 4,~~on ~~2021~~all matters on which stockholders may vote.

~~Pursuant~~We torefer ~~the~~you ~~Purchase~~to ~~Agreement, on September 19, 2023, we filed~~ the ~~Series~~Bylaws ~~B COD with the Nevada Secretary~~ of ~~State designating 600 shares of~~ our ~~shares~~Articles of ~~Preferred~~Incorporation ~~Stock as Series B Preferred Stock~~ and ~~setting forth~~ the ~~voting~~applicable ~~and~~statutes ~~other powers, preferences and relative, participating, optional or other rights~~ of the ~~Preferred~~State ~~Shares. Each share~~ of ~~Series~~Nevada Bfor ~~Preferred Stock has~~ a ~~Stated~~more ~~Value~~complete description of ~~$10,000 per share. The Series B Preferred Stock, with respect to~~ the ~~payment~~rights ~~of dividends, distributions~~ and ~~payments~~liabilities ~~upon our liquidation, dissolution and winding up, ranks senior to all~~ of ~~our capital stock unless the~~ holders of ~~the~~our ~~majority of the outstanding shares of Series B Preferred Stock consent to the creation of other capital stock that is senior or equal in rank to the Series B Preferred Stock~~securities. Holders of Series B Preferred Stock will be entitled to receive cumulative dividends (“Dividends”), in shares of Common Stock or cash on the Stated Value at an annual rate of 8% (which will increase to 15% after the occurrence and during the continuation of a Triggering Event (as defined in the Series B COD) until such time as any such Triggering Event is subsequently cured, in which case the adjustment shall cease to be effective as of the calendar day immediately following the date of such cure). Dividends will be payable upon conversion of the Series B Preferred Stock, upon any redemption, or upon any required payment upon any Bankruptcy Triggering Event (as defined in the Series B COD).

Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, present stockholder(s) will own approximately 76.9% of our outstanding shares.

Cash Dividends

As of the date of this prospectus, we have not declared or paid any cash dividends to stockholder(s). The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings in our business operations.

Holders of Series B Preferred Stock will be entitled to convert shares of Series B Preferred Stock into a number of shares of Common Stock determined by dividing the Stated Value (plus any accrued but unpaid dividends and other amounts due) by the conversion price. The initial conversion price is $3.50, subject to adjustment upon a stock split, stock dividend, stock combination, recapitalization or other similar transaction or in the event we sell or issue Common Stock at a price lower than the thenAnti-~~effective conversion price, including the issuance of options~~Takeover with an exercise price lower than the then-effective conversion price. Holders may not convert the Series B Preferred Stock to Common Stock to the extent such conversion would cause such holder’s beneficial ownership of Common Stock to exceed 4.99% of the outstanding Common Stock. In addition, we will not issue shares of Common Stock upon conversion of the Series B Preferred Stock in an amount exceeding 19.9% of the outstanding Common Stock as of the initial issuance date unless we receive shareholder approval for such issuances. Holders may elect to convert shares of Series B Preferred Stock to common stock at an alternate conversion price equal to 80% (or 70% if our Common Stock is suspended from trading on or delisted from a principal trading market or if we have effected a reverse split of the Common Stock) of the lowest daily volume weighed average price of the Common Stock during the Alternate Conversion Measuring Period (as defined in the Series B COD). In the event we receive a conversion notice that elects an alternate conversion price, we may, at our option, elect to satisfy our obligation under such conversion with payment in cash in an amount equal to 110% of the conversion amount. Upon the 24-month anniversary of the initial issuance date of the Series B Preferred Stock, all outstanding shares of Series B Preferred Stock will automatically convert to such number of shares of Common Stock determined by dividing the Stated Value of such shares of Series B Preferred Stock by the conversion price in effect at that time. At any time after the earlier of a holder’s receipt of a Triggering Event notice and such holder becoming aware of a Triggering Event and ending on the 20th trading day after the later of (x) the date such Triggering Event is cured and (y) such holder’s receipt of a Triggering Event notice, such holder may require us to redeem such holder’s shares of Series B Preferred Stock. Upon any Bankruptcy Triggering Event (as defined in the Series B COD), we will be required to immediately redeem all of the outstanding shares of Series B Preferred Stock. We will have the right at any time to redeem all or any portion of the Series B Preferred Stock then outstanding at a price equal to 110% of the Stated Value plus any accrued but unpaid dividends and other amounts due.Provisions

~~Holders~~Though ofnot ~~the~~now, ~~Series~~we Bmay ~~Preferred~~be ~~Stock~~or ~~will~~in ~~have~~ the ~~right~~future towe ~~vote~~may onbecome ansubject ~~as-converted~~to ~~basis~~Nevada’s ~~using~~control ~~the~~share ~~Conversion~~law. ~~Price~~A ~~(and~~corporation ~~not~~is ~~the~~subject ~~Alternate~~to Nevada’s ~~Conversion~~control ~~Price)~~share ~~with~~law ~~the~~if ~~Common~~it ~~Stock~~has more than 200 stockholders, ~~subject~~at toleast ~~the~~100 ~~beneficial~~of ~~ownership~~whom ~~limitation~~are ~~set~~stockholders ~~forth~~of record and residents of Nevada, and it does business in ~~the~~Nevada ~~Series~~or Bthrough ~~COD.~~an Inaffiliated ~~connection with~~corporation. ~~the~~The ~~Purchase~~law ~~Agreement,~~focuses weon ~~and~~the ~~certain~~acquisition of ~~our~~a ~~stockholders~~“controlling ~~entered~~interest” which ~~into~~means athe ownership of outstanding voting ~~agreement~~shares sufficient, ~~agreeing~~but for the control share law, to ~~vote~~enable ~~their~~the ~~shares~~acquiring inperson ~~favor~~to exercise the following proportions of the ~~transactions~~voting ~~contemplated~~power ~~under~~of the ~~Purchase~~corporation ~~Agreement~~in ~~and~~the ~~against~~election ~~any~~of ~~proposal~~directors: one-fifth or ~~other~~more ~~corporate~~but ~~action~~less ~~that~~than ~~would~~one-third, (ii) ~~result~~one-third in or more but less than a ~~breach~~majority, ofor ~~the~~(iii) ~~Purchase~~a ~~Agreement~~majority ~~and~~or ~~any~~more. ~~transaction~~The ~~document~~ability ~~entered~~to exercise such voting power may be direct or indirect, as well as individual or in ~~connection~~association ~~therewith~~with others.

~~Subscription~~Preferred ~~Agreement~~Stock

OnOur ~~October~~authorized ~~31, 2023, we entered into a subscription agreement (the “Agreement”) pursuant to which we issued an unsecured convertible~~ preferred ~~note~~stock ~~(the~~currently ~~“Note”)~~has ~~in the principal amount of $1~~10,000,000 toshares ~~an investor (“Investor”)~~authorized. The Note bears interest at a rate of 12% per annum, paid in cash monthly. The Note matures on the earlier of 18 months or if there is more than one closing, the 18-month anniversary of the last closing date of the offering (the “Maturity Date”).

~~The~~For ~~Note~~the ~~and~~Series ~~accrued~~B ~~interest~~Convertible ~~may~~Redeemable bepreferred ~~prepaid by us in whole or in part in cash or by a conversion~~stock, ~~mutually~~$0.001 ~~consented~~par ~~to by us and the Investor~~value, at a600 ~~price~~shares ~~that~~authorized isas ~~equal to a 15% discount to the 10-day VWAP~~ of ~~our~~September ~~Common Stock. The Investor may~~30, at2025 ~~its option, convert all of the outstanding balance~~ and ~~accrued~~March ~~interest on the Note~~31, ~~at any time subsequent to the consummation of a Qualified Financing through to~~2025, ~~earlier of the Early Payout Date or the Maturity Date~~respectively, as360 ~~such~~and ~~terms~~385 ~~are~~shares ~~defined in the Note, at a conversion price equal to a 20% discount to the lesser of (i) the actual price paid for the securities~~ issued inand ~~the~~outstanding ~~Qualified Financing or (ii) if there is no Qualified Financing~~ as of ~~the~~September ~~Maturity Date~~30, by2025 ~~mutual consent~~ and ~~election~~March of31, ~~us and the Investor~~2025, atrespectively a– ~~15%~~see ~~discount~~Note to9 in the ~~average~~financial ~~VWAP~~statements ~~for~~dated ~~ten~~September ~~(10)~~30, ~~consecutive trading days immediately prior to the Maturity Date~~2025.

~~The~~For ~~Note~~our ~~includes~~Preferred ~~standard Events of Default~~stock, ~~including,~~$0.001 ~~but~~par ~~not limited to: (i) failure to issue and deliver shares upon conversion~~value, ~~(ii) default in the payment of principal or interest~~9, ~~when same is due~~979,400 ~~(iii)~~shares ~~the~~are ~~entry~~authorized ~~of a decree or order adjudging us~~ as ~~bankrupt~~of orSeptember ~~insolvent; or approving as properly filed a petition seeking reorganization~~30, ~~arrangement,~~2025 ~~adjustment~~and orMarch ~~composition of or in respect of us~~31, ~~or appointing a receiver~~2025, ~~liquidator~~respectively, ~~assignee,~~1 ~~trustee or sequestrator (or other similar official) of us or of any substantial part of our property,~~share orSpecial ~~ordering~~Voting ~~the~~Preferred ~~winding-up~~Stock orissued ~~liquidation of our affairs,~~ and ~~the~~outstanding ~~continuance~~as of ~~any~~September ~~such~~30, ~~decree~~2025 ~~or order unstayed~~ and inMarch ~~effect for a period of 60 days; or (iv) our institution of proceedings to be adjudicated as bankrupt or insolvent~~31, or the consent by us to the institution of bankruptcy or insolvency proceedings against us, or the filing by us of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable federal or state law2025.

~~Nasdaq~~For ~~Listing~~our Series A Preferred stock, $0.001 par value, 20,000 shares are authorized as at September 30, 2025 and March 31, 2025, respectively, 201 and 201 shares issued and outstanding as at September 30, 2025 and as at March 31, 2025, respectively- see Note 9 in the financial statements dated September 30, 2025.

OnThe ~~August~~effect 4,of ~~2023~~the control share law is that the acquiring person, weand ~~received~~those aacting ~~deficiency~~in ~~letter~~association ~~from~~with it, obtains only such voting rights in the ~~Listing~~control ~~Qualifications~~shares ~~Department~~as (are conferred by a resolution of the ~~“Staff”)~~stockholders of the ~~Nasdaq~~corporation, ~~Stock~~approved at a special or annual meeting ~~Market~~of ~~(“Nasdaq”)~~stockholders. ~~notifying~~The uscontrol share law contemplates that, ~~for~~voting ~~the~~rights ~~preceding~~will 30be ~~consecutive~~considered ~~business~~only ~~days~~once by the other stockholders. Thus, there ~~our~~is ~~Market~~no ~~Value~~authority ofto ~~Listed~~strip ~~Securities (“MVLS”)~~voting ~~was~~rights ~~below~~from the ~~$35~~control ~~million~~shares ~~minimum~~of ~~requirement~~an ~~for~~acquiring ~~continued~~person ~~inclusion~~once onthose ~~The~~rights ~~Nasdaq~~have ~~Capital~~been ~~Market~~approved. ~~pursuant~~If the tostockholders ~~Nasdaq Listing~~do ~~Rule~~not ~~5550(b)(2)~~grant ~~(the~~voting ~~“MVLS~~rights ~~Requirement”).~~to Inthe ~~accordance~~control ~~with~~shares ~~Nasdaq~~acquired ~~Listing~~by ~~Rule~~an ~~5810(c)(3)(C)~~acquiring person, ~~Nasdaq~~those ~~granted~~shares usdo not become permanent ~~180~~non-voting ~~calendar~~shares. ~~days,~~The oracquiring ~~until~~person ~~January~~is ~~29,~~free ~~2024~~to (sell its shares to others. If the ~~“Compliance~~buyers ~~Date”)~~of those shares themselves do not acquire a controlling interest, totheir ~~regain~~shares ~~compliance~~do ~~with~~not become governed by the ~~MVLS~~control ~~Requirement~~share law.

If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder’s shares.

Nevada’s control share law may have the effect of discouraging takeovers of the corporation.

Stock Transfer Agent

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.

Interests of Named Experts and Counsel.

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

OnThe ~~January~~financial 30statements included in this registration statement have been audited by SRCO Professional Corporation, ~~2024~~Park Place Corporate Centre 15 Wertheim Court, weSuite ~~received~~409 aRichmond ~~delisting~~Hill, ~~determination~~ON ~~letter~~L4B ~~(the~~3H7. ~~“Letter”)~~Tel: ~~from~~416 ~~the~~671 ~~Staff~~7292 ~~advising~~| us905 ~~that~~882 9500, to the ~~Staff~~extent ~~had determined~~and ~~that~~for wethe ~~did~~periods ~~not~~set forth ~~regain~~in ~~compliance~~their ~~with~~report ~~the~~appearing ~~MVLS~~elsewhere ~~Requirement~~herein byand in the ~~Compliance~~registration ~~Date~~statement. ~~because~~The ~~our~~financial ~~MVLS~~statements ~~did~~are ~~not~~included ~~close~~in atreliance on orsuch ~~above $35~~report ~~million~~given ~~for~~upon athe ~~minimum~~authority of 10said ~~consecutive~~firm ~~business~~as ~~days~~experts ~~prior~~in toauditing ~~the~~and ~~Compliance Date~~accounting.

~~On February~~Frank 6,J. ~~2024~~Hariton, ~~we submitted a hearing request to the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff’s delisting~~ ~~determination~~Esq. ~~Our request for a hearing~~ has ~~stayed~~rendered ~~the~~an ~~suspension~~opinion ofwith ~~our~~respect ~~securities,~~to ~~which would have been at~~ the ~~opening~~validity of ~~business of February 8, 2024, and~~ the ~~filing~~shares of acommon ~~Form~~stock ~~25-NSE~~covered ~~pending~~by ~~the~~this ~~Panel’s~~prospectus. ~~decision~~Mr. AtHariton owns ~~the hearing~~10,000 weshares ~~intend~~of toour ~~present~~common ~~a plan to regain compliance with the MVLS Requirement~~stock.

~~Results~~DESCRIPTION ofOF ~~Operations~~BUSINESS

~~Our~~Business ~~operations for the three months ended December 31, 2023 and 2022 and for the years ended March 31, 2023 and 2022 may not be indicative of our future operations~~Development

~~Three~~Biotricity ~~Months~~Inc. ~~Ended~~(the ~~December~~“Company”, 31“Biotricity”, ~~2023~~“we”, “us”, “our”) 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 ~~2022~~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 first focused on a segment of the ambulatory diagnostic cardiac outpatient market, otherwise known as Mobile Cardiac Outpatient Monitoring (“COM”), while also providing the capability to perform all types of ambulatory cardiac studies.

~~The~~We ~~following~~developed ~~table~~our ~~sets~~Bioflux® ~~forth~~(“Bioflux”) ~~our~~COM ~~results~~technology, which has received clearance from the U.S. Food and Drug Administration (“FDA”), comprised of ~~operations~~a ~~for~~monitoring device and software components, which we made available to the ~~three~~market ~~months~~under limited release on April 6, 2018, to assess, establish and develop sales processes and market dynamics. Full market release of the Bioflux device for commercialization occurred in April 2019. The fiscal year ended ~~December~~March 31, ~~2023~~2021 marked our first year of expanded commercialization efforts, focused on sales growth and expansion. In 2021, we commenced the initial launch of Bioheart, a direct-to-consumer heart monitor that offers the same continuous heart monitoring technology used by physicians. In addition to developing and receiving regulatory approval or clearance of other technologies that enhance our ecosystem, in 2022, we announced the launch of our Biocore Cardiac Monitoring Device (“Biocore”, previously branded as Biotres), a three-lead device for ECG and arrhythmia monitoring intended for lower risk patients, a much broader addressable market segment. Late in 2024, we launched the cellular version of that same device, the Biocore Pro, which is now our flagship technology. During this period of development, we have expanded our sales efforts to 35 states and intend 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 Independent Diagnostic Testing Facilities (“IDTFs)”. Cardiac disease is ranked as the number one chronic care disease in the US and most markets globally, making our technology useful across the globe. As such, we are pursuing and have achieved regulatory approvals in several key jurisdictions in preparation of future distribution efforts outside of the US. We believe our technological and clinical advantage combined with 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 us, and enables a more efficient market penetration and distribution strategy.

	For the three months ended December 31,
	2023			2022			Period to Period Change
Revenue	$	2,972,972		$	2,459,181		$	513,791
Cost of revenue		804,986			1,057,215			(252,229	)
Gross profit		2,167,986			1,401,966			766,020
Gross Margin		72.9	%		57.0	%
Operating expenses:
Selling, general and administrative		2,996,804			4,363,964			(1,367,160	)
Research and development		452,956			876,460			(423,504	)
Total operating expenses		3,449,760			5,240,424			(1,790,664	)
Loss from operations		(1,281,774	)		(3,838,458	)		2,556,684
Interest expense		(790,080	)		(413,402	)		(376,678	)
Accretion and amortization expenses		(422,706	)		(51,061	)		(371,645	)
Change in fair value of derivative liabilities		(326,683	)		(99,705	)		(226,978	)
Gain (loss) upon convertible promissory note conversion and redemption		2,148			5,391			(3,243	)
Other (expense) income, net		11,004			(119,880	)		130,884
Net loss before income taxes		(2,808,091	)		(4,517,115	)		1,709,024
Income taxes		—			—			—
Net loss before dividends	$	(2,808,091	)	$	(4,517,115	)	$	1,709,024

We are a technology company focused on earning utilization-based recurring technology fee revenue. Our ability to grow this type of revenue is predicated on the size and quality of our sales efforts and our ability to penetrate the market and place devices with clinically focused, repeat users of our cardiac study technology. We plan to grow our sales force to address new markets and achieve sales penetration in the markets currently served.

The results for the three months ended December 31, 2023, demonstrate year-over-year revenue growth and improvements in key operating metrics. Specifically, our recurring technology fees, device sales, and gross margins all demonstrated positive growth while maintaining cost control through management’s efforts to ensure cost reduction and expense management in order to make progress on its plan to achieve positive cash flow and profitability.

Revenue and cost of revenue

By increasing our sales force and geographic footprint, we are actively selling in 33 U.S. states. We earned combined device sales and technology fee income totaling $2.97 million during the three months ended December 31, 2023 – 20.9% growth in revenue over the $2.46 million earned in the prior year comparable quarter. During the last two quarters, we have also focused on improving the quality of our earnings by converting existing business to our subscription revenue model from a per use model and have directed the vast majority of our new business in that same subscription model.

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Device sales comprised 6.5% of our total revenue, or $193 thousand for the three-month period ended December 31, 2023. This period was the highest selling device quarter reported to-date. These device sales will positively impact technology fee subscription revenues in the next quarter and beyond. Device sales achieved and the revenues reported should be seen in the context of the fact that they occurred in a traditionally low selling quarter, which included thanksgiving and Christmas vacation periods, when we would have also expected lower usage-based revenues.

Gross profit percentage was 73% for the three months ended December 31, 2023, as compared to 57% in the corresponding prior year quarter. This increase in gross margin can primarily be attributed to improved margins on technology fees. Gross margin on technology fees stayed consistently above 70%. The company gained efficiencies in using AI for workflow automation and continued improving its revenue mix where technology fees are expected to comprise an increasing proportion of revenue. We anticipate continued improvement in overall blended gross margin over time. Technology fees comprised 94.3% of total revenue for the three-month period ended December 31, 2023.

Operating Expenses

Total operating expenses for the three months ended December 31, 2023 were $3.45 million as compared to $5.24 million for the three months ended December 31, 2022. See further explanations below.

Selling, General and administrative expenses

Our selling, general and administrative expenses for the three months ended December 31, 2023 was $3 million, compared to approximately $4.36 million during the three months ended December 31, 2022, a 31.3% reduction. Despite our increased sales efforts and the resulting revenue growth, we reduced total selling, general and administrative expenses by $1.37 million during the three months ended December 31, 2023 when compared to the comparable prior year quarter period primarily due to a revised focus on using our outside sales force to engage new business, while using less expensive inside sales personnel to support existing business. We have also increased our focus on monitoring of spending efficiency over our fixed general and administrative expenses in the current period.

Research and development expenses

For the three months ended December 31, 2023 we recorded research and development expenses of $0.45 million, compared to $0.88 million incurred for three months ended December 31, 2022. The research and development activity related to both existing and new products. The decrease in research and development activity was a result of the timing of activities associated with the development of new technologies for our ecosystem and product enhancements.

Interest Expense

For the three months ended December 31, 2023 and 2022, we incurred interest expenses of $0.79 million and $0.41 million, respectively. The increase in interest expenses during the current period was primarily the result of increases in borrowings outstanding and variable market interest rates.

Accretion and amortization expenses

For the three months ended December 31, 2023 and 2022, we incurred accretion expenses of $0.42 million and $51 thousand, respectively. The increase in the current period was largely the result of debt discount amortization related to new convertible notes entered towards the end of the prior fiscal year.

Change in fair value of derivative liabilities

For the three months ended December 31, 2023 and 2022, we recognized a loss of $0.33 million and $99.7 thousand, respectively, related to the change in fair value of derivative liabilities. The fair value changes were largely attributed to the underlying change in our equity fair value coupled with the timing of anticipated settlement events.

Gain (loss) upon convertible promissory notes conversion and redemption

During the three months ended December 31, 2023 and 2022, we recorded a gain of $2 thousand versus a gain of $5 thousand, respectively, related to the redemption or conversion of our convertible promissory notes. The change of gain upon convertible notes conversion was the result of decreased volumes of conversions and redemptions in the current period as compared to the comparable period in the prior year.

Other (expense) income, net

During the three months ended December 31, 2023 and 2022, we recognized $11 thousand of net other income compared to $120 thousand net other expense, respectively. Other (expense) income, net comprises of non-operating costs from note modifications and financing income contained in our revenue contracts.

Net loss attributed to common stockholders

As a result of the foregoing, the net loss attributable to common stockholders for the three months ended December 31, 2023 was $2.80 million compared to a net loss of $4.75 million during the comparable quarter in the prior year. This represents a 37.9% year-over-year reduction in net loss, and a reduction in loss per share to $0.124 from $0.434 for the three-month period ended December 31, 2022.

This improved result was reported despite some mitigating factors that include the increased expenses associated with necessary infrastructure growth and rising variable interest rates, which impact short term notes and our term debt, resulting in a year-over-year increase of $377 thousand in interest that impacted this quarter.

Nine Months Ended December 31, 2023 and 2022

The following table sets forth our results of operations for the nine months ended December 31, 2023 and 2022.

	For the nine months ended December 31,
	2023			2022			Period to Period Change
Revenue	$	8,885,034		$	6,896,622		$	1,988,412
Cost of revenue		2,801,066			2,989,290			(188,224	)
Gross profit		6,083,968			3,907,332			2,176,636
Gross Margin		68.5	%		56.7	%
Operating expenses:
Selling, general and administrative		10,004,350			13,336,888			(3,332,538	)
Research and development		1,863,551			2,526,550			(662,999	)
Total operating expenses		11,867,901			15,863,438			(3,995,537	)
Loss from operations		(5,783,933	)		(11,956,106	)		6,172,173
Interest expense		(2,203,860	)		(1,205,342	)		(998,518	)
Accretion and amortization expenses		(1,576,345	)		(151,970	)		(1,424,375	)
Change in fair value of derivative liabilities		(244,014	)		(469,971	)		225,957
Gain (loss) upon convertible promissory note conversion and redemption		15,280			(85,537	)		100,817
Other income (expense)		(118,941	)		(116,989	)		(1,952	)
Net loss before income taxes		(9,911,813	)		(13,985,915	)		4,077,102
Income taxes		—			—			—
Net loss before dividends	$	(9,911,813	)	$	(13,985,915	)	$	4,077,102

The results for the nine months ended December 31, 2023, demonstrate year-over-year revenue growth and improvements in key operating metrics. Specifically, our recurring technology fees, device sales, and gross margins all demonstrated positive growth while maintaining cost control through management’s efforts to ensure cost reduction and expense management in order to make progress on its plan to achieve positive cash flow and profitability.

Revenue and cost of revenue

By increasing our sales force and geographic footprint, we are actively selling in 33 U.S. states. We earned combined device sales and technology fee income totaling $8.89 million during the nine months ended December 31, 2023 – 28.8% growth in revenue over the $6.90 million earned in the prior comparable period.

Technology fees increased to $8.28 million during the nine months ended December 31, 2023, which is a 32.7% increase over the corresponding nine month period of the prior year. The majority of these fees are recurring, and their growth can be attributed to strong customer retention that is supported by the quality of customer and cardiologist-friendly support services that emphasize accuracy of diagnostics and ease-of-use. Device sales comprised 6.8% of our total revenue, or $0.60 million for the nine month period ended December 31, 2023. Gross profit percentage was 68.5% for the nine months ended December 31, 2023, as compared to 56.7% in the corresponding prior year period. This increase in gross margin can primarily be attributed to improved margins on technology fees. Given consistent gross margin on technology fees above 70%, and efficiencies gained in using AI in operational automation as well as an evolving revenue mix where technology fees are expected to comprise an increasing proportion of revenue, we anticipate continued improvement in overall blended gross margin over time. Technology fees comprised 93.2% of total revenue for the nine-month period ended December 31, 2023.

Operating Expenses

Total operating expenses for the nine months ended December 31, 2023, were $11.87 million as compared to $15.86 million for the nine months ended December 31, 2022. See further explanations below.

Selling, General and administrative expenses

Our selling, general and administrative expenses for the nine months ended December 31, 2023 was $10 million, compared to approximately $13.34 million during the nine months ended December 31, 2022 – a 25.0% reduction. Despite our increased sales efforts and the resulting revenue growth, we reduced total selling, general and administrative expenses by $3.37 million for the fiscal quarter ended December 31, 2023 when compared to the comparable prior year period primarily due to increased monitoring of spending efficiency over our fixed general and administrative expenses in the current period.

Research and development expenses

For the nine months ended December 31, 2023 we recorded research and development expenses of $1.86 million, compared to $2.53 million incurred for nine months ended December 31, 2022. The research and development activity related to both existing and new products. The decrease in research and development activity was a result of the timing of activities associated with the development of new technologies for our ecosystem and product enhancements.

Interest Expense

For the nine months ended December 31, 2023 and 2022, we incurred interest expenses of $2.20 million and $1.21 million, respectively. The increase in interest expense during the current period was primarily the result of increase in borrowings outstanding and market interest rates.

Accretion and amortization expenses

For the nine months ended December 31, 2023 and 2022, we incurred accretion expenses of $1.58 million and $0.15 million, respectively. The increase in the current period was a result of debt discount amortization related largely to new convertible notes entered towards the end of the prior fiscal year.

Change in fair value of derivative liabilities

For the nine months ended December 31, 2023 and 2022, we recognized a loss of $0.24 million versus a loss of $0.47 million, respectively, related to the change in fair value of derivative liabilities. The fair value changes were largely attributed to the underlying change in our equity fair value coupled with the timing of anticipated settlement events.

Gain (loss) upon convertible promissory notes conversion and redemption

During the nine months ended December 31, 2023 and 2022, we recorded a gain of $15 thousand versus a loss of $86 thousand, respectively, related to the redemption or conversion of our convertible promissory notes. The change of loss upon conversion upon convertible notes conversion was largely the result of decreased volumes of conversions and redemptions in the current quarter as compared to the comparable quarter in the prior year.

Other (expense) income, net

During the nine months ended December 31, 2023 and 2022, we recognized $119 thousand net other expense compared to $117 thousand, respectively. Other (expense) income, net comprises of non-operating costs from note modifications, transaction expense on the Series B preferred share issuance and financing income contained in our revenue contracts.

Net loss attributed to common stockholders

As a result of the foregoing, the net loss attributable to common stockholders for the nine months ended December 31, 2023 was $10.53 million compared to a net loss of $14.68 million during the comparable period in the prior year. This represents a 28.3% year-over-year reduction in net loss, and a reduction in loss per share to $1.191 from $1.699 for the nine-month period ended December 31, 2022.

EBITDA and Adjusted EBITDA

Earnings before interest, taxes, depreciation and amortization expenses (EBITDA) and Adjusted EBITDA, which are presented below, are non-generally accepted accounting principles (non-GAAP) measures that we believe are useful to management, investors and other users of our financial information in evaluating operating profitability. EBITDA is calculated by adding back interest, taxes, depreciation and amortization expenses to net income.

Adjusted EBITDA is calculated by excluding from EBITDA the effect of the following non-operational items: other income and expense, net, as well as the effect of special items that related to one-time, non-recurring expenditures or expenditures that do not reduce operating cash flows. We believe that this measure is useful to management, investors and other users of our financial information in evaluating the effectiveness of our operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance. Further, the exclusion of non-operational items and special items enables comparability to prior period performance and trend analysis, and are an important indicator to management of its progress towards achieving operational cash flow break-even and profitability. See notes in the table below for additional information regarding special items. The table below demonstrates significant reductions in quarterly negative EBITDA of $2.46 million from the corresponding three-month period a year earlier, and a reduction of $6.50 million from the corresponding prior year nine month period ended December 31, 2022. This resulted from management’s consistent effort to grow the recurring technology fee revenue base, while controlling administrative costs and reducing the costs associated with selling its services and processing the provision of those to customers. Management believes that they have achieved these results by continuous improvement to their technology, including thru the implementation of AI, operationally.

It is management’s intent to provide non-GAAP financial information to enhance the understanding of Biotricity’s GAAP financial information, and it should be considered by the reader in addition to, but not instead of, the financial statements prepared in accordance with GAAP. We believe that providing these non-GAAP measures in addition to the GAAP measures allows management, investors and other users of our financial information to more fully and accurately assess business performance. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be directly comparable to that of other companies.

EBITDA and Adjusted EBITDA

	Three Months Ended						Nine Months Ended
	December 31, 2023			December 31, 2022			December 31, 2023			December 31, 2022
	$			$			$			$
Net loss attributable to common stockholders		(3,045,995	)		(4,747,489	)		(10,528,856	)		(14,676,245	)
Add:
Provision for income taxes		—			—			—			—
Interest expense		790,080			413,402			2,203,860			1,205,342
Accretion and amortization expense (1)		424,194			52,550			1,580,810			156,435
Preferred stock dividends		237,904			230,374			617,043			690,330
EBITDA		(1,593,817	)		(4,051,163	)		(6,127,143	)		(12,624,138	)
Add (Less)
Stock-based compensation		170,140			63,125			544,655			365,653
(Gain) loss expense related to convertible note conversion and redemption (2)		(2,148	)		(5,391	)		(15,280	)		85,537
Fair value change on derivative liabilities (3)		326,683			99,705			244,014			469,971
Other expense (income) (4)		(11,004	)		119,880			118,941			116,989
Adjusted EBITDA		(1,110,146	)		(3,773,844	)		(5,234,813	)		(11,585,988	)
Weighted average number of common shares outstanding		8,979,430			8,690,506			8,842,890			8,635,900
Adjusted Loss per Share, Basic and Diluted		(0.124	)		(0.434	)		(0.592	)		(1.342	)

(1) This relates to recognition of accretion expenses related to the debt discount balances on notes, as well as fixed asset depreciation expense.

(2) This relates to one-time recognition of expenses (gains) related to our financing transactions.

(3) Fair value changes on derivative liabilities corresponds to changes in the underlying stock value and thus does not reflect our day to day operations

(4) Loss from note and warrant modifications and other financing transactions that do not reflect the Company’s core operating activities.

Translation Adjustment

Translation adjustment for the three and nine months ended December 31, 2023 was a loss of $0.20 million and $99.1 thousand, respectively, versus a loss of $73 thousand and a gain of $0.62 million during the three and nine months ended December 31, 2022, respectively. This translation adjustment represents gains and losses that result from the translation of currency in the financial statements from our functional currency of Canadian dollars to the reporting currency in U.S. dollars over the course of the reporting period.

Years Ended March 31, 2023 and 2022

Biotricity incurred a net loss attributed to common stockholders of $19.5 million (loss per share of 37.6 cents) during the year ended March 31, 2023 as compared to $30.2 million (loss per share 66.5 cents) during the year ended March 31, 2022. From the Company’s inception in 2009 through March 31, 2023, the Company has generated an accumulated deficit of $112.6 million. We devoted, and expect to continue to devote, significant resources in the areas of sales and marketing and research and development costs. We also expect to incur additional operating losses, as we build the infrastructure required to support higher sales volume.

Comparison of the Fiscal Years and the Three Months Periods Ended March 31, 2023 and 2022

The following table sets forth our results of operations for the fiscal years ended March 31, 2023 and 2022.

	For the years ended March 31,
	2023			2022			Period to Period Change
Revenue	$	9,639,057		$	7,650,269		$	1,988,788
Cost of revenue		4,197,024			3,080,116			1,116,908
Gross profit		5,442,033			4,570,153			871,880
Gross Margin		56.5	%		59.7	%
Operating expenses:
Selling, general and administrative		17,621,865			18,556,827			(940,504	)
Research and development		3,229,879			2,744,587			485,292
Total operating expenses		20,851,744			21,301,414			(455,212	)
Loss from operations		(15,409,711	)		(16,731,261	)		1,327,092
Interest expense		(1,839,159	)		(1,289,112	)		(555,589	)
Accretion and amortization expenses		(743,459	)		(9,286,023	)		8,542,564
Change in fair value of derivative liabilities		(483,873	)		(683,559	)		199,686
Loss upon convertible promissory note conversion and redemption		(71,119	)		(1,155,642	)		1,084,523
Other (expense) income		(110,822	)		15,120			(125,942	)
Net loss before income taxes		(18,658,143	)		(29,130,477	)		10,472,334
Income taxes		—			—			—
Net loss before dividends	$	(18,658,143	)	$	(29,130,477	)	$	10,472,334

The following table sets forth our results of operations for the three months ended March 31, 2023 and 2022.

	For the 3 months ended March 31,
	2023			2022			Period to Period Change
Revenue	$	2,742,435		$	2,148,742		$	593,693
Cost of revenue		1,207,734			708,105			499,629
Gross profit		1,534,709			1,440,637			94,064
Gross Margin		56.0	%		67.0	%
Operating expenses:
Selling, general and administrative		4,284,977			5,544,627			(1,259,650	)
Research and development		703,329			629,453			73,876
Total operating expenses		4,988,306			6,174,080			(1,185,774	)
Loss from operations		(3,453,605	)		(4,733,443	)		1,279,838
Interest expense		(665,350	)		(380,288	)		(285,062	)
Accretion and amortization expenses		(559,956	)		(451,295	)		(108,661	)
Change in fair value of derivative liabilities		(13,902	)		(7,387	)		(6,515	)
Loss upon convertible promissory note conversion and redemption		14,418						14,418
Other (expense) income		6,167			(39,427	)		45,594
Net loss before income taxes		(4,672,228	)		(5,611,840	)		939,612
Income taxes		—			—			—
Net loss before dividends	$	(4,672,228	)	$	(5,611,840	)	$	939,612

Revenue and cost of revenue

By increasing our sales force and geographic footprint, we have launched sales in 31 U.S. states by March 31, 2023. We earned combined device sales and technology fee income totaling $9.6 million during the year ended March 31, 2023, a 26% increase over the $7.7 million earned in the preceding fiscal year. During three months ended March 31, 2023, we earned total sales of $2.7 million, a 28% increase over the $2.1 million sales earned in the corresponding quarter in prior year.

Our gross profit percentage was 56.7% during the year ended March 31, 2023 as compared to 59.7% during the comparable prior year period. The slight decrease period over period was due to a decrease in gross margin related to sales of device hardware as we continue providing discounts on sales of device hardware in order to increase volumes and expand our scale on subscription billings for the technology fees. The decrease in gross margin related to sales of device hardware was partially offset by increased margin on technology fee sales. We expect the gross margin related to technology fees to continue improving going forward as we achieve greater economy of scale on our technology services, including the cost of monitoring. Given consistent gross margin on technology fees of approximately 70%, and an evolving revenue mix where technology fees are expected to comprise an increasing proportion of revenue, we anticipate continued improvement in overall blended gross margin over time.

Gross profit percentage was 56% during three months ended March 31, 2023 as compared to 67% in the corresponding quarter in the prior year. This was mainly a result of service revenue of $500K that was earned in three months ended March 31, 2022, which had a gross margin significantly higher than our regular revenue streams.

Operating Expenses

Total operating expenses for the fiscal year ended March 31, 2023 were $20.9 million compared to $21.3 million for the fiscal year ended March 31, 2022. Total operating expenses for the three months ended March 31, 2022 were $5.0 million as compared $6.2 million for the three months ended March 31, 2022. See further explanations below.

Selling, General and administrative expenses

Our selling, general and administrative expenses for the fiscal year and three months ended March 31, 2023 decreased to $17.6 million and $4.3 million, respectively, compared to approximately $18.6 million and $5.5 million during the fiscal year and three months ended March 31, 2022. Despite our increased spending on sales efforts, our total selling, general and administrative expenses decreased by $0.9 million and $1.3 million, respectively, for the fiscal year and the fiscal quarter ended March 31, which was primarily due increased monitoring of spending efficiency over our fixed general and administrative expenses.

Research and development expenses

During the fiscal year and three months ended March 31, 2023 we recorded research and development expenses of $3.0 million and $0.7 million, respectively, compared to $2.7 million and $0.6 million incurred in the fiscal year and three months ended March 31, 2022. The research and development activity related to both existing and new products. The increase in research and development activity was a result of continuous development of new technologies for our ecosystem and product enhancements.

Interest Expense

During the fiscal year ended March 31, 2023 and March 31, 2022, we incurred interest expenses of $1.8 million and $1.3 million, respectively. During three months ended March 31, 2023 and March 31, 2022, we incurred interest expenses of $665 thousand and $380 thousand, respectively. The increase in interest expense corresponded to an increase in borrowings and market increases in interest rates period over period.

Accretion and amortization expenses

During the fiscal year ended March 31, 2023 and March 31, 2022, we incurred accretion expense of $0.7 million and $9.3 million, respectively. The decrease from the prior year period was primarily the result of full amortization of the debt discount related to Series A and Series B convertible notes by the end of the prior year. The amortization during the current year related primarily to the amortization of debt discount related to our term loan, and a small amount of amortization of debt discount related to new convertible notes entered towards end of the current fiscal year. During the three months ended March 31, 2023 and March 31, 2022, we incurred accretion expenses of $560 thousand and $451 thousand, respectively. The slight increase was a result of debt discount amortization related to new convertible notes entered towards end of the current fiscal year.

Change in fair value of derivative liabilities

During the year ended March 31, 2023 and March 31, 2022, we recognized $484 thousand and $684 thousand, respectively, related to the change in fair value of derivative liabilities. During the three months ended March 31, 2023 and March 31, 2022, we recognized $14 thousand and $7 thousand, respectively, related to the change in fair value of derivative liabilities.

Loss upon convertible promissory notes conversion

During the years ended March 31, 2023 and 2022, we recorded a loss of $71 thousand and $1.2 million, respectively, related to the conversion of our convertible promissory notes. During the three months ended March 31, 2023 and 2022, we recorded a gain of $14 thousand and Nil, respectively, related to the conversion and redemption of our convertible promissory notes. The decrease of loss upon conversion and redemption is a result of decreased volumes of conversions during fiscal 2023 as compared to prior year.

Other (expense) income

During the year ended March 31, 2023, we recognized $111 thousand in net other expense, as compared to net other income of $15 thousand in the corresponding prior year period. The change in net other (expense) income is mainly a result of loss upon debt extinguishments during current year. During the three months ended March 31, 2023, we recognized $6 thousand in net other income, as compared to net other loss of $39 thousand in the corresponding prior year quarter.

EBITDA and Adjusted EBITDA

Adjusted EBITDA is calculated by excluding from EBITDA the effect of the following non-operational items: equity in earnings and losses of unconsolidated businesses and other income and expense, net, as well as the effect of special items that related to one-time, non-recurring expenditures .. We believe that this measure is useful to management, investors and other users of our financial information in evaluating the effectiveness of our operations and underlying business trends in a manner that is consistent with management’s evaluation of business performance. Further, the exclusion of non-operational items and special items enables comparability to prior period performance and trend analysis. See notes in the table below for additional information regarding special items.

EBITDA and Adjusted EBITDA

	12 months ended March 31, 2023			12 months ended March 31, 2022			3 months ended March 31, 2023			3 months ended March 31, 2022
	$			$			$			$
Net loss attributable to common stockholders		(19,533,683	)		(30,219,454	)		(4,857,438	)		(5,981,731	)
Add:
Provision for income taxes		—			—			—			—
Interest expense		1,839,159			1,283,570			665,350			380,288
Depreciation expense		5,953			2,308			1,488			1,488
EBITDA		(17,688,571	)		(28,933,576	)		(4,190,600	)		(5,599,955	)
Add (Less)
Accretion expense related to convertible note conversion (1)		—			4,485,143			—			—
Expense (gain) related to convertible note conversion and redemption (2)		71,119			1,155,642			(14,418	)		—
Fair value change on derivative liabilities (3)		483,873			683,559			13,902			7,387
Uplisting transaction expense (4)		—			946,763			—			—
Other expense related to debt extinguishments (5)		126,158			—			—			—
Adjusted EBITDA		(17,007,421	)		(21,662,469	)		(4,191,116	)		(5,592,568	)
Weighted average number of common shares outstanding		51,957,841			45,449,720			52,394,387			50,650,735
Adjusted Loss per Share, Basic and Diluted		(0.327	)		(0.477	)		(0.080	)		(0.110	)

(1) This relates to one-time recognition of accretion expenses relate to the remaining debt discount balances on notes that were converted.

(2) This relates to one-time recognition of expenses reflecting the difference between the book value of the convertible note, relevant unamortized discounts and derivative liabilities derecognized upon conversion, and the fair value of shares that the notes were converted into, or cash paid upon redemption.

(3) Fair value changes on derivative liabilities corresponds to changes in the underlying stock value and thus does not reflect our day to day operations.

(4) These are one-time legal, professional and regulatory fees related to uplisting to Nasdaq during Q2 2022.

(5) This relates to the extinguishment loss attributed to convertible note and relevant investor warrant amendments.

Net Loss

As a result of the foregoing, the net loss attributable to common stockholders for the fiscal year ended March 31, 2023 was $19.5 million compared to a net loss of $30.2 million during the fiscal year ended March 31, 2022.

Translation Adjustment

Translation adjustment for the fiscal year ended March 31, 2023 was a gain of $616 thousand compared to a loss of $134 thousand for the fiscal year ended March 31, 2022. Translation adjustment was a loss of $10 thousand and $133 thousand, respectively, for the three months ended March 31, 2023 and March 31, 2022. This translation adjustment represents gains and losses that result from the translation of currency in the financial statements from our functional currency of Canadian dollars to the reporting currency in U.S. dollars over the course of the reporting period.

Global Economic Conditions

Generally, worldwide economic conditions remain uncertain, particularly due to the effects of the COVID-19 pandemic and increased inflation. The general economic and capital market conditions both in the U.S. and worldwide, have been volatile in the past and at times have adversely affected our access to capital and increased the cost of capital. The capital and credit markets may not be available to support future capital raising activity on favorable terms. If economic conditions decline, our future cost of equity or debt capital and access to the capital markets could be adversely affected.

The COVID-19 pandemic that began in late 2019 introduced significant volatility to the global economy, disrupted supply chains and had a widespread adverse effect on the financial markets. Additionally, our operating results could be materially impacted by changes in the overall macroeconomic environment and other economic factors. Changes in economic conditions, supply chain constraints, logistics challenges, labor shortages, the conflict in Ukraine, and steps taken by governments and central banks, particularly in response to the COVID-19 pandemic as well as other stimulus and spending programs, have led to higher inflation, which has led to an increase in costs and has caused changes in fiscal and monetary policy, including increased interest rates.

Liquidity and Capital Resources

On December 31, 2023, we had cash deposits in the aggregate of approximately $85 thousand.

Management has noted the existence of substantial doubt about our ability to continue as a going concern. Additionally, our independent registered public accounting firm included an explanatory paragraph in the report on our financial statements as of and for the years ended March 31, 2023 and 2022, respectively, noting the existence of substantial doubt about our ability to continue as a going concern. Our existing cash deposits may not be sufficient to fund our operating expenses through at least twelve months from the date of this filing. To continue to fund operations, we will need to secure additional funding through public or private equity or debt financings, through collaborations or partnerships with other companies or other sources. We may not be able to raise additional capital on terms acceptable to us, or at all. Any failure to raise capital when needed could compromise our ability to execute our business plan. If we are unable to raise additional funds, or if our anticipated operating results are not achieved, we believe planned expenditure may need to be reduced in order to extend the time period that existing resources can fund our operations. If we are unable to obtain the necessary capital, it may have a material adverse effect on our operations and the development of our technology, or we may have to cease operations altogether.

The development and commercialization of our product offerings are subject to numerous uncertainties, and we could use our cash resources sooner than we expect. Additionally, the process of developing our products is costly, and the timing of progress can be subject to uncertainty; our ability to successfully transition to profitability may be dependent upon achieving further regulatory approvals and achieving a level of product sales adequate to support our cost structure. Though we are optimistic with respect to our revenue growth trajectory and our cost control initiatives, we cannot be certain that we will ever be profitable or generate positive cash flow from operating activities.

The Company is in commercialization mode, while continuing to pursue the development of its next generation COM product as well as new products that are being developed.

We generally require cash to:

● manufacture devices that will be placed in the field for pilot projects and to produce revenue, ● launch sales initiatives, ● fund our operations and working capital requirements, ● develop and execute our product development and market introduction plans, ● fund research and development efforts, and ● pay any expense obligations as they come due.

The Company is in the early stages of commercializing its products. It is concurrently in development mode, operating a research and development program in order to develop an ecosystem of medical technologies, and, where required or deemed advisable, obtain regulatory approvals for, and commercialize other proposed products. The Company launched its first commercial sales program as part of a limited market release, during the year ended March 31, 2019, using an experienced professional in-house sales team. A full market release ensued during the year ended March 31, 2020. Management anticipates the Company will continue on its revenue growth trajectory and improve its liquidity through continued business development and after additional equity or debt capitalization of the Company. The Company has incurred recurring losses from operations, and as at December 31, 2023, has an accumulated deficit of $122.54 million. On August 30, 2021 the Company completed an underwritten public offering of its common stock that concurrently facilitated its listing on the Nasdaq Capital Market. On December 31, 2023, the Company has a working capital deficit of $14.69 million. Prior to listing on the Nasdaq Capital Market, the Company had also filed a shelf Registration Statement on Form S-3 (No. 333-255544) with the Securities and Exchange Commission on April 27, 2021, which was declared effective on May 4, 2021. This facilitates better transactional preparedness when the Company seeks to issue equity or debt to potential investors, since it continues to allow the Company to offer its shares to investors only by means of a prospectus, including a prospectus supplement, which forms part of an effective registration statement.

The Company has developed and continues to pursue sources of funding that management believes will be sufficient to support the Company’s operating plan and alleviate any substantial doubt as to its ability to meet its obligations at least for a period of one year from the date of these consolidated financial statements. During the fiscal year ended March 31, 2022, the Company raised $499,900 through government EIDL loan. The Company also raised total net proceeds of $14,545,805 through the underwritten public offering that was concurrent with its listing onto the Nasdaq Capital Markets. The Company raised additional net proceeds of $11,756,563 through a term loan transaction (Note 6) and made repayment of the previously issued promissory notes and short-term loans. In connection with this loan, the Company and Lender entered into a Guarantee and Collateral Agreement, as well as an Intellectual Property Security Agreement, wherein the Company agreed to secure the Credit Agreement with all of the Company’s assets, as well as secured by the Company’s right title and interest in the Company’s Intellectual Property. During the fiscal year ended March 31, 2023, the Company raised short-term loans and promissory notes, net of repayments of $1,476,121 from various lenders. The Company also raised convertible notes, net of redemptions of $2,355,318 from various lenders.

During the nine months ended December 31, 2023, the Company raised additional convertible notes from various lenders of approximately $2.2 million net of issuance costs. In addition, the Company raised additional short-term loans and promissory notes, net of repayments, of $0.7 million from various lenders. Lastly, on September 19, 2023, the Company entered into a security purchase agreement with an institutional investor for the issuance and sale of 220 shares of the Company’s newly designated Series B Convertible Preferred Stock, $0.001 par value (the “Series B Preferred Stock”), at a purchase price of $9,090.91 per share of Series B Preferred Stock, or gross proceeds of $2,000,000. Net proceeds after issuance costs amounted to $1,900,000 for the Series B Preferred Stock. Shares of Series B Preferred Stock and shares of common stock of the Company that are issuable upon conversion of, or as dividends on, the Series B Preferred Stock were offered and were issued pursuant to the Prospectus Supplement, filed September 19, 2023, to the Prospectus included in the Company’s Registration Statement on Form S-3 (Registration No. 333-255544) filed with the Securities and Exchange Commission on April 27, 2021, and declared effective May 4, 2021.

As we proceed with the commercialization of the Bioflux, Biotres and Biocare products and continue their development, we expect to continue to devote significant resources on capital expenditures, as well as research and development costs and operations, marketing and sales expenditures.

We expect to require additional funds to further develop our business plan, including the continuous commercialization and expansion of the technologies that will form part of its BioSphere eco-system. Based on the current known facts and assumptions, we believe our existing cash and cash equivalents, access to funding sources, along with anticipated near-term debt and equity financings, will be sufficient to meet our needs for the next twelve months from the filing date of this report. We intend to seek and opportunistically acquire additional debt or equity capital to respond to business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, developing or acquiring new lines of business and enhancing our operating infrastructure. The terms of our future financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We may also seek additional funds through arrangements with collaborators or other third parties. There can be no assurance we will be able to raise this additional capital on acceptable terms, or at all. If we are unable to obtain additional funding on a timely basis, we may be required to modify our operating plan and otherwise curtail or slow the pace of development and commercialization of our proposed product lines.

Cash Flows

	For the Nine Months Ended
	December 31,
	2023			2022
Net cash used in operating activities	$	(5,528,119	)	$	(11,669,667	)
Net cash used in investing activities		—			—
Net cash provided by (used in) financing activities		4,953,181			4,119
Net increase (decrease) in cash	$	(574,938	)	$	(11,665,548	)

Net Cash Used in Operating Activities

During the nine months ended December 31, 2023, we used cash in operating activities in the amount of $5.53 million. The cash in operating activities was primarily due to selling expenses as well as research, product development, business development, marketing and general operations. The decrease in cash used reflects management’s concerted effort to contain costs while increasing revenues, on the path of achieving break-even.

During the nine months ended December 31, 2022, we used cash in operating activities of $11.7 million. These activities involved expenditures for sales, infrastructure and business development, as well as marketing and operating activities, and continued research and product development.

Net Cash Used in Investing Activities

Net cash used in investing activities was Nil during the nine months ended December 31, 2023 and 2022.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $4.95 million as compared to $4 thousand during the nine months ended December 31, 2023 and 2022, respectively.

For the nine months ended December 31, 2023, the net cash provided by financing activities related primarily to net proceeds attributed to the issuance of Series B preferred stock in the amount of $1.9 million, the issuance of convertible notes in the amount of $2.3 million and the issuance of short term loans and promissory notes in the amount of approximately $1.4 million, net of repayments. Lastly, we issued common stock resulting in $0.1 million of net proceeds.

For the nine months ended December 31, 2022, the net cash provided by financing activities related primarily to net proceeds attributed to short term loans and promissory notes in the amount of 1.89 million. This was largely offset by the redemption of preferred stock in the amount of $0.9 million and the payment of preferred stock dividends in the amount of $0.94 million.

Recent Accounting Pronouncements

Refer to Note 3— Summary of Significant Accounting Policies to our condensed consolidated financial statements included elsewhere in this prospectus for a discussion of recently issued accounting pronouncements.

The following is a summary of cash flows for each of the periods set forth below.

	For the Years Ended
	March 31,
	2023			2022
Net cash used in operating activities	$	(13,547,935	)	$	(15,163,384	)
Net cash used in investing activities		—			(29,767	)
Net cash provided by financing activities		2,001,603			25,168,230
Net (decrease) increase in cash	$	(11,546,332	)	$	9,975,079

Net Cash Used in Operating Activities

During the fiscal year ended March 31, 2023, we used cash in operating activities in the amount of $13.5 million compared to $15.2 million for the fiscal year ended March 31, 2022. For each of the fiscal years ended March 31, 2023 and March 31, 2022, the cash in operating activities was primarily due to selling expenses as well as research, product development, business development, marketing and general operations. The decrease in cash used reflects management’s concerted effort to contain costs while increasing revenues, on the path of achieving break-even.

Net Cash Used in Investing Activities

Net cash used in investing activities was Nil and $30 thousand respectively in the fiscal years ended March 31, 2023 and March 31, 2022.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $2.0 million for the fiscal year ended March 31, 2023 compared to $25.2 million for the fiscal year ended March 31, 2022. The financing activities of fiscal 2022 reflected the concurrent capital raise that accompanied our listing on the Nasdaq Capital Market Exchange.

For the fiscal year ended March 31, 2023, the cash provided by financing activities was primarily from proceeds in connection with the issuance of convertible notes and loans, net of repayments, in the amount of $3.8 million. The financing proceeds were partially offset by the payment of preferred stock dividends in the amount of $0.9 million and by the redemption of preferred stock in the amount of $0.9 million.

For the fiscal year ended March 31, 2022, the cash provided by financing activities was primarily due to the issuance of shares from up listing of $14.5 million (net proceeds) and proceeds of $11.7 million from term loans, net of other financing and repayment activities.

Critical Accounting Estimates

The preparation of our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) which requires the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenues and expenses in the periods presented. We believe that the accounting estimates employed are appropriate and resulting balances are reasonable; however, due to inherent uncertainties in making estimates, actual results may differ from the original estimates, requiring adjustments to these balances in future periods.

There are accounting policies, each of which requires significant judgments and estimates on the part of management, that we believe are significant to the presentation of our consolidated financial statements. The most significant accounting estimates relate to research and development costs, business combinations, contingent consideration, and impairment of long-lived assets.

During the three and nine months ended December 31, 2023, there were no material changes to our critical accounting estimates disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2023 Form 10-K filed on June 29, 2023, and included in this prospectus.

Revenue Recognition

We adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) on April 1, 2018. In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services by applying the core principles – 1) identify the contract with a customer, 2) identify the performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to performance obligations in the contract, and 5) recognize revenue as performance obligations are satisfied.

The Bioflux cardiac outpatient monitoring device, a wearable device, is worn by patients for a monitoring period up to 30 days. The cardiac data that the device monitors and collects is curated and analyzed by our proprietary algorithms and then securely communicated to a remote monitoring facility for electronic reporting and conveyance to the patient’s prescribing physician or other certified cardiac medical professional. Revenues earned with respect to this device are comprised of device sales revenues and technology fee revenues (technology as a service). The device, together with its licensed software, is available for sale to the medical center or physician, who is responsible for the delivery of clinical diagnosis and therapy. The remote monitoring, data collection and reporting services performed by the technology culminate in a patient study that is generally billable when it is complete and is issued to the physician. In order to recognize revenue, management considers whether or not the following criteria are met: persuasive evidence of a commercial arrangement exists, and delivery has occurred or services have been rendered. For sales of devices, which are invoiced directly, additional revenue recognition criteria include that the price is fixed and determinable and collectability is reasonably assured; for device sales contracts with terms of more than one year, we recognize any significant financing component as revenue over the contractual period using the effective interest method, and the associated interest income is reflected accordingly on the statement of operations and included in other income; for revenue that is earned based on customer usage of the proprietary software to render a patient’s cardiac study, we recognize revenue when the study ends based on a fixed billing rate. Costs associated with providing the services are recorded as the service is provided regardless of whether or when revenue is recognized.

We may also earn service-related revenue from contracts with other counterparties with which we consult. This contract work is separate and distinct from services provided to clinical customers, but may be with a reseller or other counterparties that are working to establish their operations in foreign jurisdictions or ancillary products or market segments in which we have expertise and may eventually conduct business.

We recognized the following forms of revenue for the fiscal years ended March 31, 2023 and 2022:

	2023		2022
	$		$
Technology fees		8,802,032		5,904,393
Device sales		827,035		995,876
Service-related and other revenue				750,000
		9,639,057		7,650,269

We recognized the following forms of revenue for the three months ended March 31, 2023 and 2022:

	2023		2022
	$		$
Technology fees		2,561,990		1,539,101
Device sales		180,444		109,641
Service-related and other revenue				500,000
		2,742,435		2,148,742

Inventory

Inventory is stated at the lower of cost and market value, cost being determined on a weighted average cost basis. Market value of our finished goods inventory is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. We record write-downs of inventory that is obsolete or in excess of anticipated demand or market value based on consideration of product lifecycle stage, technology trends, product development plans and assumptions about future demand and market conditions. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Inventory write-downs are charged to cost of revenue and establish a new cost basis for the inventory.

Significant accounting estimates and assumptions

The preparation of the consolidated financial statements requires the use of estimates and assumptions to be made in applying the accounting policies that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities. The estimates and related assumptions are based on previous experiences and other factors considered reasonable under the circumstances, the results of which form the basis for making the assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Significant accounts that require estimates as the basis for determining the stated amounts include share-based compensation, impairment analysis and fair value of warrants, structured notes, convertible debt and conversion liabilities.

● Fair value of stock options

We measure the cost of equity-settled transactions with employees by reference to the fair value of equity instruments at the date at which they are granted. Estimating fair value for share-based payments requires determining the most appropriate valuation model for a grant of such instruments, which is dependent on the terms and conditions of the grant. The estimate also requires determining the most appropriate inputs to the Black-Scholes option pricing model, including the expected life of the instrument, risk-free rate, volatility, and dividend yield.

● Fair value of warrants In determining the fair value of the warrant issued for services and issue pursuant to financing transactions, we used the Black-Scholes option pricing model with the following assumptions: volatility rate, risk-free rate, and the remaining expected life of the warrants that are classified under equity.

● Fair value of derivative liabilities

In determining the fair values of the derivative liabilities from the conversion and redemption features, we used valuation models with the following assumptions: dividend yields, volatility, risk-free rate and the remaining expected life. Changes in those assumptions and inputs could in turn impact the fair value of the derivative liabilities and can have a material impact on the reported loss and comprehensive loss for the applicable reporting period.

● Functional currency

Determining the appropriate functional currencies for entities in the Company requires analysis of various factors, including the currencies and country-specific factors that mainly influence labor, materials, and other operating expenses.

● Useful life of property and equipment

We employ significant estimates to determine the estimated useful lives of property and equipment, considering industry trends such as technological advancements, past experience, expected use and review of asset useful lives. We make estimates when determining depreciation methods, depreciation rates and asset useful lives, which requires considering industry trends and company-specific factors. We review depreciation methods, useful lives and residual values annually or when circumstances change and adjusts our depreciation methods and assumptions prospectively.

● Provisions

Provisions are recognized when we have a present obligation, legal or constructive, as a result of a previous event, if it is probable that we will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows.

● Contingencies

Contingencies can be either possible assets or possible liabilities arising from past events, which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgment and the use of estimates regarding the outcome of future events.

● Inventory obsolescence

Inventories are stated at the lower of cost and market value. Market value of our inventory, which is all purchased finished goods, is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. We estimate net realizable value as the amount at which inventories are expected to be sold, taking into consideration fluctuations in retail prices less estimated costs necessary to make the sale. Inventories are written down to net realizable value when the cost of inventories is estimated to be unrecoverable due to obsolescence, damage, or declining selling prices.

● Income and other taxes

The calculation of current and deferred income taxes requires us to make estimates and assumptions and to exercise judgment regarding the carrying values of assets and liabilities which are subject to accounting estimates inherent in those balances, the interpretation of income tax legislation across various jurisdictions, expectations about future operating results, the timing of reversal of temporary differences and possible audits of income tax filings by the tax authorities. In addition, when we incur losses for income tax purposes, we assess the probability of taxable income being available in the future based on our budgeted forecasts. These forecasts are adjusted to take into account certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses.

When the forecasts indicate that sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences. Changes or differences in underlying estimates or assumptions may result in changes to the current or deferred income tax balances on the consolidated statements of financial position, a charge or credit to income tax expense included as part of net income (loss) and may result in cash payments or receipts. Judgment includes consideration of our future cash requirements in its tax jurisdictions. All income, capital and commodity tax filings are subject to audits and reassessments. Changes in interpretations or judgments may result in a change in our income, capital, or commodity tax provisions in the future. The amount of such a change cannot be reasonably estimated.

● Incremental borrowing rate for lease

The determination of our lease obligation and right-of-use asset depends on certain assumptions, which include the selection of the discount rate. The discount rate is set by reference to our incremental borrowing rate. Significant assumptions are required to be made when determining which borrowing rates to apply in this determination. Changes in the assumptions used may have a significant effect on our consolidated financial statements.

Earnings (Loss) Per Share

We have adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. Diluted earnings per share exclude all potentially dilutive shares if their effect is anti-dilutive. There were no potentially dilutive shares outstanding as at March 31, 2023 and 2022.

Cash

Cash includes cash on hand and balances with banks.

Foreign Currency Translation

The functional currency of our Canadian-based subsidiary is the Canadian dollar and the US-based parent is the U.S. dollar. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All exchange gains or losses arising from translation of these foreign currency transactions are included in net income (loss) for the year. In translating the financial statements of our Canadian subsidiaries from their functional currency into our reporting currency of United States dollars, balance sheet accounts are translated using the closing exchange rate in effect at the balance sheet date and income and expense accounts are translated using an average exchange rate prevailing during the reporting period. Adjustments resulting from the translation, if any, are included in cumulative other comprehensive income (loss) in stockholders’ equity. We have not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Accounts Receivable

Accounts receivable consists of amounts due to us from medical facilities, which receive reimbursement from institutions and third-party government and commercial payors and their related patients, as a result of our normal business activities. Accounts receivable is reported on the balance sheets net of an estimated allowance for doubtful accounts. We establish an allowance for doubtful accounts for estimated uncollectible receivables based on historical experience, assessment of specific risk, review of outstanding invoices, and various assumptions and estimates that are believed to be reasonable under the circumstances, and recognizes the provision as a component of selling, general and administrative expenses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible.

Fair Value of Financial Instruments

ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities.

● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets.

● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments or interest rates that are comparable to market rates. These financial instruments include cash, accounts receivable, deposits and other receivables, convertible promissory notes, and accounts payable and accrued liabilities. Our cash and derivative liabilities, which are carried at fair values, are classified as a Level 1 and Level 3, respectively. Our bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follow:

	Office equipment	5 years
	Leasehold improvement	5 years

Impairment for Long-Lived Assets

We apply the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets, including right-of-use assets, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on our review at March 31, 2023 and 2022, we believe there was no impairment of our long-lived assets.

Leases

On April 1, 2019, we adopted Accounting Standards Codification Topic 842, “Leases” (“ASC 842”) to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner like previous accounting guidance. We adopted ASC 842 utilizing the transition practical expedient added by the Financial Accounting Standards Board (“FASB”), which eliminates the requirement that entities apply the new lease standard to the comparative periods presented in the year of adoption.

We are the lessee in a lease contract when we obtain the right to use the asset. Operating leases are included in the line items right-of-use asset, lease obligation, current, and lease obligation, long-term in the consolidated balance sheet. Right-of-use (“ROU”) asset represents our right to use an underlying asset for the lease term and lease obligations represent our obligations to make lease payments arising from the lease, both of which are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the consolidated balance sheet and are expensed on a straight-line basis over the lease term in our consolidated statement of income. We determine the lease term by agreement with lessor. As our lease does not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments.

Income Taxes

We account for income taxes in accordance with ASC 740. We provide for Federal and Provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized.

Research and Development

Research and development costs, which relate primarily to product and software development, are charged to operations as incurred. Under certain research and development arrangements with third parties, we may be required to make payments that are contingent on the achievement of specific developmental, regulatory and/or commercial milestones. Before a product receives regulatory approval, milestone payments made to third parties are expensed when the milestone is achieved. Milestone payments made to third parties after regulatory approval is received are capitalized and amortized over the estimated useful life of the approved product.

Selling, General and Administrative

Selling, general and administrative expenses consist primarily of personnel-related costs including stock-based compensation for personnel in functions not directly associated with research and development activities. Other significant costs include sales and marketing costs, investor relation and legal costs relating to corporate matters, professional fees for consultants assisting with business development and financial matters, and office and administrative expenses.

Stock Based Compensation

We account for share-based payments in accordance with the provision of ASC 718, which requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period.

We account for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. We issue compensatory shares for services including, but not limited to, executive, management, accounting, operations, corporate communication, financial and administrative consulting services.

Convertible Notes Payable and Derivative Instruments

We have adopted the provisions of ASU 2017-11 to account for the down round features of warrants issued with private placements effective as of April 1, 2017. In doing so, warrants with a down round feature previously treated as derivative liabilities in the consolidated balance sheet and measured at fair value are henceforth treated as equity, with no adjustment for changes in fair value at each reporting period. Previously, we accounted for conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as free-standing derivative financial instruments. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. We account for convertible notes deemed conventional and conversion options embedded in non-conventional convertible notes which qualify as equity under ASC 815, in accordance with the provisions of ASC 470-20, which provides guidance on accounting for convertible securities with beneficial conversion features. Accordingly, we record, as a discount to convertible notes, the intrinsic value of such conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.

Preferred Shares Extinguishments

We accounted for preferred stock redemptions and conversions in accordance to ASU-260-10-S99. For preferred stock redemptions and conversion, the difference between the fair value of consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock is accounted as deemed dividend distribution and subtracted from net income.

Recently Issued Accounting Pronouncements

Refer to “Note 3— Summary of Significant Accounting Policies” to our consolidated financial statements included elsewhere in this prospectus for a discussion of recently issued accounting pronouncements.

Off Balance Sheet Arrangements

We have 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.

BUSINESS

Biotricity 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 first focused on a segment of the ambulatory diagnostic cardiac outpatient market, otherwise known as COM, while also providing the capability to perform all types of ambulatory cardiac studies.

We developed our Bioflux® (“Bioflux”) COM technology, which has received clearance from the U.S. Food and Drug Administration (“FDA”), comprised of a monitoring device and software components, which we made available to the market under limited release on April 6, 2018, to assess, establish and develop sales processes and market dynamics. Full market release of the Bioflux device for commercialization occurred in April 2019. The fiscal year ended March 31, 2021 marked our first year of expanded commercialization efforts, focused on sales growth and expansion. In 2021, we announced the initial launch of Bioheart, a direct-to-consumer heart monitor that offers the same continuous heart monitoring technology used by physicians. In addition to developing and receiving regulatory approval or clearance of other technologies that enhance our ecosystem, in 2022, we announced the launch of ourBiotres Cardiac Monitoring Device (“Biotres”), a three-lead device for ECG and arrhythmia monitoring intended for lower risk patients, a much broader addressable market segment. We have since expanded our sales efforts to 33 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 Independent Diagnostic Testing Facilities (“IDTFs)”. We believe our technological and clinical advantage combined with 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 us, and enables a more efficient market penetration and distribution strategy.

We are a technology company focused on earning utilization-based recurring technology fee revenue. Our ability to grow this type of revenue is predicated on the size and quality of our sales force and their ability to penetrate the market and place devices with clinically focused, repeat users of its cardiac study technology. We plan to grow our sales force to address new markets and achieve sales penetration in the markets currently served.

Commercial History

Full market release of the Bioflux ~~COM~~ device for commercialization launched in April 2019, after receiving its second and final required ~~FDA~~ FDA clearance. To commence commercialization, we ordered device inventory from our FDA-approved manufacturer and hired a small, captive ~~sales~~ sales force, with deep experience in cardiac technology sales; we expanded on our limited market release, which identified potential ~~anchor~~ anchor clients who could be early adopters of our technology. ByWe ~~increasing~~then expanded our sales force and geographic footprint~~, we had launched sales in 33 U~~.~~S. states by December 31, 2023.~~

In 2021, we ~~announced that we~~ received a 510(k) clearance from the FDA for our Bioflux Software II System, engineered to improve workflows and reduce estimated review time from 5 minutes to 30 seconds. This improvement in review time reduces operational costs and allows us 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.

During 2021 and the early part of 2022, we also commercially launched our Bioheart technology, which is a consumer technology whose development was forged out of ~~prior~~ the ~~development of the~~ clinical technologies that are already part of our technology ecosystem, the Biosphere. In recognition of our ~~product development~~innovations, in November 2022, Bioheart received recognition as one of TIME’s Best Inventions of 2022.

~~The COVID-19 pandemic has highlighted the importance of telemedicine and remote patient monitoring technologies.~~ We continue to develop a our telemedicine ~~platform, with~~ capabilities of real-time streaming of medical ~~devices~~data. ~~Telemedicine~~We ~~offers~~are ~~patients~~expanding ~~the~~our ~~ability~~platform to ~~communicate~~include remote ~~directly~~patient ~~with~~monitoring, ~~their~~chronic ~~health~~ care ~~providers~~management, ~~without~~and ~~the~~implantable ~~need~~device ofmanagement, ~~leaving~~creating ~~their home. The introduction of~~ a ~~telemedicine~~single ~~solution~~unified iscardiac ~~intended to align with our technology~~ platform ~~and facilitate remote visits and remote prescriptions~~ for ~~cardiac diagnostics, but it will also~~medical ~~serve~~facilities. asOur afocus ~~means~~has ofalways ~~establishing~~been ~~referral~~ and ~~other~~continues ~~synergies across the network of doctors and patients that use the technologies we are building within the Biotricity ecosystem. The intention is~~ to ~~continue~~remain toon ~~provide~~developing ~~improved~~technology ~~care to patients~~ that ~~may~~supports ~~otherwise~~clinics ~~elect not~~while todriving ~~go to medical facilities and continue to provide~~ economic benefits and costs savings to healthcare service providers within the traditional reimbursement and ~~payers that~~value ~~reimburse~~based care payer models. Our goal is to position ourselves as an all-in-one cardiac diagnostic and disease management solution. We continue to grow our data set of billions of patient heartbeats, allowing us to further develop our predictive capabilities relative to atrial fibrillation and arrythmias.

60In January 2022, we received the 510(k) FDA clearance of our Biocore (previously named Biotres) patch solution, which is a novel product in the field of Holter monitoring. This three-lead technology can provide connected Holter monitoring that is designed to produce more accurate arrythmia detection than is typical of competing remote patient monitoring solutions. It is also foundational, since this platform technology has a pipeline of development expansions focused on clinical applications which are currently unavailable in the market. In October 2023, we launched the cellular version of this device, the Biocore Pro.

OnSince ~~January 24~~then, ~~2022,~~ we ~~announced~~have ~~that~~launched weBiocare, ~~had~~after ~~received~~successfully ~~the~~piloting ~~510(k)~~this ~~FDA~~technology ~~clearance~~in oftwo ~~our~~facilities ~~Biotres~~that ~~patch~~provide ~~solution,~~cardiac ~~which~~care isto amore ~~novel product~~than in60,000 ~~the field of Holter monitoring~~patients. This ~~three-lead~~ technology ~~can~~and ~~provide~~other ~~connected~~consumer ~~Holter~~technologies ~~monitoring~~and ~~that~~applications issuch ~~designed~~as tothe ~~produce~~Biokit ~~more accurate~~and ~~arrythmia~~Biocare ~~detection~~have ~~than~~been isdeveloped to ~~typical~~allow ofus ~~competing~~to ~~remote~~transform ~~patient~~and ~~monitoring~~use ~~solutions.~~our Itstrong iscardiac ~~also~~footprint ~~foundational, since already developed improvements~~ to ~~this~~expand ~~technology~~into ~~will~~remote ~~follow~~chronic ~~which~~care ~~are~~management ~~not~~solutions ~~known~~that bywill ~~us to~~ be ~~currently~~part of ~~available in~~ the ~~market,~~Biosphere. ~~for~~The ~~clinical and~~technology ~~consumer~~puts ~~patch~~actionable ~~solution~~data ~~applications.~~into Inthe ~~October~~hands ~~2023,~~of wephysicians ~~launched~~to ~~the~~assist ~~cellular~~them ~~version~~in ofmaking ~~this~~effective ~~device,~~treatment ~~the Biotres Pro~~decisions quickly.

~~In October 2022, we launched Biocare , after successfully piloting this technology in two facilities that provide cardiac care to more than 60,000 patients.~~ This ~~technology and other consumer technologies and applications such as the Biokit and Biocare have been developed~~ tosupports ~~allow~~ us toin ~~transform~~expanding ~~and use~~ our ~~strong cardiac~~ footprint towithin ~~expand~~existing ~~into~~customer ~~remote~~sites ~~chronic care management solutions that will be part of the Biosphere. The technology puts actionable data into the hands of physicians~~ to ~~assist~~provide them in making effective treatment decisions quickly. During March 2023, we launched our patient-facing Biocare app on Android and Apple app stores. This further allows us to expand our footprint in providing full-cycle chronic care management solutions to our clinic and patient network. In January 2024, we appointed Dr. Fareeha Siddiqui, a scientist and expert in community health and diagnostics, to the position of VP of Healthcare to spearhead the roll-out and Biocare adoption to existing and new customers.

	●	advanced ECG algorithms and analysis software ~~that~~for ~~can~~further improvements in sensitivity and specificity to 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;
	●	the ~~Bioflux~~Biocore® Pro 2.0, which is the next generation of our award winning ~~Bioflux~~Biocore®

~~Management~~We ~~has~~identified ~~indicated~~the ~~that~~importance ~~its~~of ~~mission~~recent isdevelopments toin ~~innovate~~accelerating ~~and~~our ~~create~~path ~~transformative~~to ~~healthcare~~profitability, ~~products~~including ~~while~~the ~~ensuring~~launch ~~financial~~of ~~discipline,~~important tonew ~~drive~~products, ~~margin~~which ~~and~~have ~~revenue~~a ~~growth~~ready tomarket ~~deliver~~through ~~value~~cross-selling ~~creation~~to ~~for~~existing ~~our~~customer ~~investors.~~clinics, ~~Our~~and ~~commitment~~large tonew ~~innovation~~distribution ~~means~~partnerships that weallow ~~harness~~us ~~data intelligently~~ to ~~explore novel avenues for enhancing healthcare outcomes. Through cutting-edge research and development, we believe we are redefining~~ ~~medical~~sell ~~diagnostics~~into ~~and~~large ~~patient~~hospital ~~care and innovating new AI-driven solutions~~networks.

AsOur amission ~~result~~is ofto ~~providing~~innovate ~~our~~and ~~Bioflux~~create ~~and~~transformative ~~Biotres~~healthcare products, ~~Biotricity~~while ~~has~~ensuring ~~monitored~~financial ~~over~~discipline, ~~two~~to ~~billion~~drive ~~heartbeats~~margin ~~for~~and ~~atrial fibrillation~~revenue ~~(afib),~~growth awhile ~~leading~~delivering ~~cause~~value ofcreation ~~strokes.~~for ~~Over~~our ~~the~~investors. ~~past~~Our ~~two~~commitment ~~years,~~to ~~these~~innovation ~~efforts~~means ~~have~~that ~~benefited~~we ~~over~~harness ~~28,000~~data ~~patients~~intelligently ~~diagnosed~~to ~~with afib, by~~explore ~~providing~~novel ~~them~~avenues ~~with~~for ~~the~~enhancing ~~prospect~~healthcare ofoutcomes. ~~earlier~~Through ~~medical~~research ~~intervention~~and –development, ~~which~~we ~~also~~believe ~~produces~~we ~~significant~~are ~~healthcare~~redefining ~~savings~~medical todiagnostics ~~patients~~ and patient ~~the~~care ~~healthcare~~by ~~system~~developing new AI-driven solutions.

We ~~have announced that we~~ are expanding our AI technology development in remote cardiac care, leveraging proprietary AI technology to provide a suite of predictive monitoring tools to enhance new disease profiling, improve patient management, and revolutionize the healthcare industry for disease prevention.

We have also strengthened relationships with Amazon and Google. The healthcare AI market opportunity is projected to grow to $208.2 billion by 2030 according to Grand View Research. We have already established a strong foothold, having already built a powerful proprietary cardiac AI model that combines Google’s TensorFlow, AWS infrastructure, big data and a continuous learning engine. This combination allows us to rapidly improve our cardiac technology. In the near future, we believe the capabilities of our cardiac AI model will allow us to support healthcare professionals in handling exponentially more patients while identifying the most critical data. This will enable healthcare workers to elevate the quality of care while serving a larger number of patients. As growing patient numbers further stress the shortage of healthcare professionals, our technology could help alleviate this pressing issue. We have engineered our technology to not only improve patient care and outcomes, but to do so in a manner that supports more patients. This has led to increasing sales of our remote cardiac monitoring devices and the ramp-up of our subscription-based service, increasing our recurring revenue over the past few quarters and charting a clear path to profitability.

Recent Developments

Securities Purchase Agreement and Series B Preferred Stock

On September 19, 2023, we entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”) for the issuance and sale of 220 shares of Series B Preferred Stock, at a purchase price of $9,090.91 per share of Series B Preferred Stock, pursuant to which we received gross proceeds of $2,000,000.

Shares of Series B Preferred Stock and shares of our Common Stock that are issuable upon conversion of, or as dividends on, the Series B Preferred Stock were offered, and will be issued, pursuant to the Prospectus Supplement, filed September 19, 2023, to the Prospectus included in our Registration Statement on Form S-3 (Registration No. 333-255544) filed with the SEC on April 27, 2021, and declared effective May 4, 2021.

Pursuant to the Purchase Agreement, on September 19, 2023, we filed the Series B COD with the Nevada Secretary of State designating 600 shares of our shares of Preferred Stock as Series B Preferred Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares. Each share of Series B Preferred Stock has a Stated Value of $10,000 per share. The Series B Preferred Stock, with respect to the payment of dividends, distributions and payments upon our liquidation, dissolution and winding up, ranks senior to all of our capital stock unless the holders of the majority of the outstanding shares of Series B Preferred Stock consent to the creation of other capital stock that is senior or equal in rank to the Series B Preferred Stock. Holders of Series B Preferred Stock will be entitled to receive cumulative dividends (“Dividends”), in shares of Common Stock or cash on the Stated Value at an annual rate of 8% (which will increase to 15% after the occurrence and during the continuation of a Triggering Event (as defined in the Series B COD) until such time as any such Triggering Event is subsequently cured, in which case the adjustment shall cease to be effective as of the calendar day immediately following the date of such cure). Dividends will be payable upon conversion of the Series B Preferred Stock, upon any redemption, or upon any required payment upon any Bankruptcy Triggering Event (as defined in the Series B COD).

Holders of Series B Preferred Stock will be entitled to convert shares of Series B Preferred Stock into a number of shares of Common Stock determined by dividing the Stated Value (plus any accrued but unpaid dividends and other amounts due) by the conversion price. The initial conversion price is $3.50, subject to adjustment upon a stock split, stock dividend, stock combination, recapitalization or other similar transaction or in the event we sell or issue Common Stock at a price lower than the then-effective conversion price, including the issuance of options with an exercise price lower than the then-effective conversion price. Holders may not convert the Series B Preferred Stock to Common Stock to the extent such conversion would cause such holder’s beneficial ownership of Common Stock to exceed 4.99% of the outstanding Common Stock. In addition, we will not issue shares of Common Stock upon conversion of the Series B Preferred Stock in an amount exceeding 19.9% of the outstanding Common Stock as of the initial issuance date unless we receive shareholder approval for such issuances. Holders may elect to convert shares of Series B Preferred Stock to common stock at an alternate conversion price equal to 80% (or 70% if our Common Stock is suspended from trading on or delisted from a principal trading market or if we have effected a reverse split of the Common Stock) of the lowest daily volume weighed average price of the Common Stock during the Alternate Conversion Measuring Period (as defined in the Series B COD). In the event we receive a conversion notice that elects an alternate conversion price, we may, at our option, elect to satisfy our obligation under such conversion with payment in cash in an amount equal to 110% of the conversion amount. Upon the 24-month anniversary of the initial issuance date of the Series B Preferred Stock, all outstanding shares of Series B Preferred Stock will automatically convert to such number of shares of Common Stock determined by dividing the Stated Value of such shares of Series B Preferred Stock by the conversion price in effect at that time. At any time after the earlier of a holder’s receipt of a Triggering Event notice and such holder becoming aware of a Triggering Event and ending on the 20th trading day after the later of (x) the date such Triggering Event is cured and (y) such holder’s receipt of a Triggering Event notice, such holder may require us to redeem such holder’s shares of Series B Preferred Stock. Upon any Bankruptcy Triggering Event (as defined in the Series B COD), we will be required to immediately redeem all of the outstanding shares of Series B Preferred Stock. We will have the right at any time to redeem all or any portion of the Series B Preferred Stock then outstanding at a price equal to 110% of the Stated Value plus any accrued but unpaid dividends and other amounts due.

Holders of the Series B Preferred Stock will have the right to vote on an as-converted basis using the Conversion Price (and not the Alternate Conversion Price) with the Common Stock, subject to the beneficial ownership limitation set forth in the Series B COD. In connection with the Purchase Agreement, we and certain of our stockholders entered into a voting agreement, agreeing to vote their shares in favor of the transactions contemplated under the Purchase Agreement and against any proposal or other corporate action that would result in a breach of the Purchase Agreement and any transaction document entered in connection therewith.

Subscription Agreement

Nasdaq Listing

On February 6, 2024, we submitted a hearing request to the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff’s delisting determination. Our request for a hearing has stayed the suspension of our securities, which would have been at the opening of business of February 8, 2024, and the filing of a Form 25-NSE pending the Panel’s decision. At the hearing, we intend to present a plan to regain compliance with the MVLS Requirement.

Market Overview

Chronic diseases are the number one burden on the healthcare system, driving up costs year over year. Lifestyle related illnesses such as obesity and hypertension are the top contributing factors of chronic conditions including diabetes and heart disease. Government and healthcare organizations are focused on driving costs down by shifting to evidence-based healthcare where individuals, especially those suffering from chronic illnesses, engage in self-management. This has led to growth in the connected health market, which according to an October 2023 report by MarketUs is projected to reach $150 billion by 2024 at a compound annual growth rate (CAGR) of 25%.

According to the American Heart Association, the number one cost to the healthcare system is cardiovascular disease, estimated by the CDC Foundation to be responsible for 1 in every 6 healthcare dollars spent in the US. Since cardiovascular disease is the number one cause of death worldwide, early detection, diagnosis, and management of chronic cardiac conditions are necessary to relieve the increasing burden on the healthcare infrastructure. Diagnostic tests such as ECGs are used to detect, diagnose and track certain types of cardiovascular conditions. We believe that the rise of lifestyle related illnesses associated with heart disease has created a need to develop cost-effective diagnostic solutions to fill a hole in the current ECG market. These solutions will not only deliver faster and earlier diagnoses but also build the foundation for disease management, supporting the transition from diagnosis to disease management.

A report by Grand View Research projects that the global ECG equipment market will grow at a CAGR of 6.5% from 2023 to 2030, with the US market valued at $2.01 billion in 2022. The factors driving this market include an aging population, an increase in chronic diseases related to lifestyle choices, improved technology in diagnostic ECG devices, and high growth rates of ECG device sales.

In the US, COM tests are primarily conducted through outsourced IDTFs that are reimbursed at an estimated average rate of approximately $850 per diagnostic test, based on pricing information provided by the Centers for Medicare & Medicaid Services, a part of the U.S. Department of Health and Human Services, and weighted towards the largest markets of New York, California, Texas and Florida. Reimbursement rates can be lower in smaller markets, although the national average is $801. Further, we believe private insurers provide for similar or better reimbursement rates.

Our initial device offerings intended to revolutionize the COM and Holter markets by providing convenient, cost-effective, integrated solutions, inclusive of both software and hardware for physician providers and their patients. Biotricity, however, has a broader strategic vision to offer an ecosystem of technologies that engage the patient-user and their medical practitioner(s) in sustained monitoring, diagnosis, communication and pro-active treatment and management of chronic care conditions. Our core solution is designed as a platform to encompass multiple segments of the remote monitoring market, and its future growth.

Market Opportunity

Cardiac Diagnostics

ECGs are a key diagnostic test utilized in the diagnosis of cardiovascular disease, the number one cause of death worldwide. The American Heart Association reported that there were approximately 128 million adults in the US living with cardiovascular disease in 2020.

The US ECG market is divided into three major product segments:

	1.	Event monitoring systems;
	2.	Stress ECG systems; and
	3.	Resting (non-stress) ECG systems.

Event monitoring systems are projected to grow the fastest due to a shift from in-hospital/clinic monitoring to outpatient monitoring. This shift is expected to help reduce health care costs by limiting the number of overnight hospital stays for patient monitoring. We believe that physicians prefer event monitoring systems over resting and stress ECG systems because they provide better insight to the patient’s condition for diagnostic purposes.

The event monitoring market is divided into the Holter/Extended Holter, Event Loop and COM product segments, of which Holter, and its variant Extended Holter, and Event Loop are the current market leaders. Among event monitoring systems, we believe that the preferred choice of physicians and cardiologists is COM, because of its ability to continuously analyze patient data and transmit, thereby speeding up diagnoses. COM devices have built-in arrhythmia analysis and regular communication, which allow physicians to prescribe the device for a longer period of time; thereby enabling prolonged data collection and delivering a more complete picture for diagnosis.

Typical Holter/Extended Holter and Event Loop solutions lack the ability to alert the patient or provider in case of an anomaly. Holters are typically used as a short-term solution, up to 3 days, whereas Event Loop is used for up to 30 days. Extended Holter, the long-term variant of Holter can be used for up to 21 days. It is the most recent of the cardiac monitoring options and was created for longer term holter recordings. Since Event Loop is also long term, reimbursement for Extended Holter and Event Loop are converging. Reimbursement for these is much lower compared to COM due to the nature of the solution, recording vs monitoring. With Holter and Event Loop monitoring, ECG data is not uploaded or transmitted regularly. Comparatively, if the patient were monitored through a COM device with regular ECG data transfer and cellular connectivity, then in the event of cardiac anomalies, the monitoring center could send communication to the patient’s physician.

Since COM requires an FDA-cleared device (meaning for our purposes that it can be used to review medical ECG data from ECG devices), FDA-cleared ECG reporting software, and remote monitoring capabilities, regulatory and development hurdles have resulted in relatively few companies being able to successfully develop an all-encompassing solution. We believe that there are currently only 5 COM solutions within the market. Some of these solutions are sold to the market through solutions providers that have not developed and do not manufacture their own device.

Of the COM systems currently available in the market, most are IDTFs who employ an outsourcing business model, focused on providing clinical services for which they can earn reimbursement; this means that they would typically not sell their devices to physicians, but offer their clinical services. Some COM providers choose to sell their solution by charging high prices for devices and upfront software costs, as well as a per cardiac study monitoring fee. Among these are solutions that are not scalable; some lack monitoring software, requiring a customer to acquire third party software and incur integration expenses. These would require an investment by the physician, to incur upfront costs that would take time to recoup before profits are realized.

The limited number of competitors makes this an attractive market for new entrants. However, entry into the market requires a hardware device coupled with complex algorithms, ECG software and access to a monitoring center. Two of the five COM players have done so by building their own monitoring infrastructure, developing their own ECG software and utilizing TZ Medical’s COM device. However, this is capital intensive and we believe cost prohibitive for most hospitals and clinics. These barriers are in our opinion among the key reasons as to why Holter and Event Loop have maintained a significant portion of the US event monitoring market despite the increase in patient safety and improved outcomes with COM.

The ~~Bioflux~~Biocore solution and business model attempts to address these complications with its complete, turn-key solution for providers to deliver cardiac diagnostics directly. Technologically, the ~~Bioflux~~Biocore solution is superior as a one-piece solution as opposed to a two-piece and collects 3 channels of ECG compared with 1 or 2, resulting in better data and higher quality diagnoses. It is also designed to be easy to wear in a form factor that attains high patient compliance. Combined with our insourced business model, providers can deliver better and faster care while also billing. This combination has ~~lead~~led to our continued growth and high customer retention rates.

Chronic Care and Remote Patient Monitoring

Chronic diseases are the number one healthcare expense and are continuing to grow as the population ages. Lifestyle related illnesses such as obesity, hypertension, cardiovascular diseases, and diabetes are the top contributing factors of chronic conditions. Government and healthcare organizations are focused on driving costs down by shifting to holistic management where individuals, especially those suffering from chronic illnesses, are supported outside of the clinic. This has led to growth in chronic care management market, which is projected to reach $8.7 billion in the US by 2027 at a compound annual growth rate (CAGR) of 18% between 2021 and 2027, according to a January 2022 report by Precedence Research.

Remote patient monitoring (RPM), one of the key areas of focus for disease-management and evidence-based practice, is projected by Research and Markets to reach a market size of $96.67 billion by 2030 at a CAGR of 17.6%, according to a January 2024 report by Research and Markets. Today, approximately 20% of large healthcare facilities in the US are already using remote monitoring with a projected 70 million US patients utilizing remote monitoring by 2025, as reported by Strategic Market Research in July 2023.

Similar to chronic care and RPM, lifestyle management is seeing increasing growth where stable patients are becoming more and more engaged in lifestyle management. Grand View Research reported that the global wearable technology market has already reached $61.3 billion in 2022 with an expected CAGR of 14.6% from 2023 to 2030. In 2021, the US portion of that market was valued at $17.9 billion.

6545

The primary driver of each of these markets are individuals diagnosed with or at risk-for chronic conditions. Cardiac diseases are the number one expense and the number one killer, making up the bulk of the individuals utilizing such solutions. Despite this, existing solutions are not tailored for cardiac patients but for diabetes, obesity, and hypertension as these conditions are supported by medical or personal devices that can track biometrics that support management. Up until now, there has been no solution available to support cardiac patients as technology was limited to manual short term heart rhythm collection or heart rate monitors.

Biotricity changed this with the creation of Bioheart and Biocare, which delivers the first cardiac tailored solution for disease management. The engine of this solution is the Bioheart, the first-of-its-kind continuous heart rhythm monitor that autonomously and continuously collect heart rhythm data with no limitation on duration, a necessity for cardiac issues. Just as diabetic patients have continuous glucose monitoring, individuals with cardiac issues now have continuous heart monitoring.

Combining our technological innovation with our business model delivers a solution that is not only industry leading technologically and clinically, but one that also supports providers to deliver better care while creating a new revenue stream. We believe this leap in innovation will help us compete with the more generic solutions as well as those limited by shorter duration data collection. The leap in innovation created by Bioheart was also recognized by TIME, where they named Bioheart one of the Best Inventions of the World in 2022.

Market Strategy

Cardiac Diagnostics

Our cardiac diagnostics strategy is focused on the target addressable market of approximately 34,000 cardiologist physician offices in the U.S. (approximately 6% of all specialty physician offices in the U.S.), approximately 780 hospitals that specialize in cardiology, heart and vascular surgery (approximately 13% of all hospitals in the U.S.), and 300 IDTFs that provide cardiac monitoring services (an estimated 10% of all IDTFs in the U.S.). To do this, we invested in the hiring of top caliber sales professionals with a proven track record in cardiac technology and device sales, and strong business relationships with providers of cardiac medical services. To further expand our market reach, we have partnered with leading distributors and GPOs.

COM

The Bioflux ~~solution~~and isBiocore Pro solutions are deployed into physicians’ offices, clinics, hospitals, and IDTFs. For the prescribing physician, the COM diagnostic read is a reimbursable service from payers such as Medicare and insurance companies. In the United States, billing codes for an COM diagnostic read are available under the American Medical Association Current Procedural Terminal, with a current average reimbursement rate of $850 per read (a read is between 1 and 30 days long).

We believe that ~~Bioflux~~Biotricity’s revenue model, which is a platform or technology as a service model (PAAS or TAAS), is a significant and disruptive departure from the pricing and reimbursement strategies of the existing competitors in the COM market, which apply an outsourced model to COM diagnostics, where the entire procedure and reimbursement is outsourced; the COM solutions provider takes over the clinical responsibilities and earns the reimbursement and pays the physician a small administrative stipend. ~~Bioflux~~Biocore’s technology, revenue and insourced business model entail differentiators that are expected to create barriers to entry for other competitors seeking to emulate our strategy.

We also believe ~~the~~our ~~Bioflux~~solutions ~~solution~~are is not only financially superior but also clinically superior. Existing COM solutions are two-piece ~~solutions~~ solutions with 2 channel ECGs. Comparatively, ~~Bioflux~~Biocore is a one-piece solution with 3 channels of ECG, delivering more and higher quality data with better patient compliance. This is a significant barrier to entry for existing and new competitors as they would need to develop an entirely new solution that encompasses multiple channels and integrated cellular connectivity to compete with the Bioflux or Biocore.

Holter/Extended Holter

The ~~Biotres~~Biocore solution is purpose-built for the holter and extended holter market and is deployed into physicians’ offices, clinics, hospitals, and IDTFs. For the prescribing physician, the Holter/Extended Holter diagnostic read is a reimbursable service from payers such as Medicare and insurance companies. In the United States, billing codes for a Holter and Extended Holter diagnostics are available under the American Medical Association Current Procedural Terminal, with a current blended average reimbursement rate of $200 per test, where a test is between 1 and 21 days long.

66We believe that Biocore’s revenue model, which is a platform or technology as a service model (PAAS or TAAS), is a significant and disruptive departure from the pricing and reimbursement strategies of the existing competitors in the Holter market, which apply an outsourced model to Holter diagnostics, where the entire procedure and reimbursement is outsourced; the Holter solutions provider takes over the clinical responsibilities and earns the reimbursement and pays the physician a small administrative stipend. Biocore’s technology, revenue and insourced business model entail differentiators that are expected to create barriers to entry for other competitors seeking to emulate our strategy.

WeAdditionally, we believe ~~that~~the ~~Biotres’~~Biocore ~~revenue~~solution ~~model, which~~ is anot ~~platform~~only orfinancially ~~technology~~superior asbut aalso ~~service~~clinically ~~model~~superior. ~~(PAAS~~Existing orholter ~~TAAS), is~~patch asolutions ~~significant~~are ~~and~~1 channel ~~disruptive~~devices ~~departure~~that ~~from~~lack ~~the~~connectivity. ~~pricing~~This ~~and~~leads ~~reimbursement~~to ~~strategies~~cardiac ofdiagnostic ~~the~~results ~~existing~~taking ~~competitors~~up into ~~the~~2 ~~Holter~~weeks. ~~market, which~~Biocore ~~apply~~is ana ~~outsourced~~connected ~~model~~3 tochannel patch ~~Holter diagnostics~~solution, ~~where~~delivering ~~the~~more ~~entire~~and ~~procedure~~higher ~~and~~quality ~~reimbursement~~data iswhile ~~outsourced;~~reducing the ~~Holter~~time ~~solutions provider~~to ~~takes~~diagnosis ~~over~~from ~~the~~2 ~~clinical~~weeks ~~responsibilities~~to ~~and~~3 ~~earns~~days ~~the~~or ~~reimbursement~~less. ~~and~~This ~~pays the physician~~ is a ~~small~~significant ~~administrative~~barrier ~~stipend. Biotres’~~to ~~technology,~~entry ~~revenue~~for existing and ~~insourced~~new ~~business~~competitors ~~model~~as ~~entail~~they ~~differentiators~~would ~~that~~need ~~are~~to ~~expected~~develop toan ~~create~~entirely ~~barriers~~new tosolution ~~entry~~that encompasses ~~for~~connectivity ~~other~~and ~~competitors~~multiple ~~seeking~~channels to ~~emulate~~compete ~~our~~with ~~strategy~~the Biocore.

Additionally, we believe the Biotres solution is not only financially superior but also clinically superior. Existing holter patch solutions are 1 channel devices that lack connectivity. This leads to cardiac diagnostic results taking up to 2 weeks. Biotres is a connected 3 channel patch solution, delivering more and higher quality data while reducing the time to diagnosis from 2 weeks to 3 days or less. This is a significant barrier to entry for existing and new competitors as they would need to develop an entirely new solution that encompasses connectivity and multiple channels to compete with the Biotres.

Chronic Care Management (CCM) and Remote Patient Monitoring (RPM)

Our chronic care management and remote patient monitoring strategy is focused on the same target addressable market of approximately 34,000 cardiologist physician offices (approximately 6% of all physician offices in the U.S.), approximately 780 hospitals that specialize in cardiology, heart and vascular surgery (approximately 13% of all hospitals in the U.S.), and 300 IDTFs that provide cardiac monitoring services (an estimated 10% of all IDTFs in the U.S.) that we are targeting for our diagnostics. The difference in our strategy here is a focus on selling into existing accounts and new diagnostic accounts as opposed to building out a new channel strategy. These solutions are complementary to our diagnostics solution and can be sold as part of a complete platform to target new and existing customers.

Product and Technology

Bioflux and Biocore Pro

Bioflux isand anBiocore Pro are advanced, integrated ECG device and software ~~solution~~solutions for the COM market. The ~~Bioflux~~ device isattaches ~~comprised~~like of a ~~wet~~patch ~~electrode and~~into ~~worn~~utilizes onwet aelectrodes ~~belt~~that ~~clip~~are ~~around~~applied ~~the~~to ~~waist~~a patient’s chest. The ~~Bioflux~~Biocore ECG reporting software ~~will~~allows ~~allow~~ doctors and labs to view a patient’s ECG data for monitoring and diagnostic purposes.

The ~~Bioflux~~Biocore Pro device has been developed, among other things, with the following features:

● 3 channels ● Built-in cellular connectivity for global cellular network compatibility; ● Extended battery size for up to 485 ~~hours~~days of battery life.

The Bioflux and Biocore Pro platform has a built-in cellular chipset and a real-time embedded operating system which allows for our technology to be utilized as an Internet of Things (IoT) platform. This technology can be leveraged into other applications and industries by utilizing the platform and OS side of ~~Bioflux~~our technology.

~~Biotres~~47

Holter and Extended Holter monitors are significantly simplified versions of cardiac diagnostics that lack connectivity and analysis. Holter and Extended Holter monitors require data to be downloaded manually, resulting in diagnostic results taking up to 2 weeks or longer. The Biotres device has been designed to address the limitations of existing solutions while providing the same disruptive business model as the Bioflux. Responding to our customer needs, the Biotres was developed with the following features:Biocore

Holter and Extended Holter monitors are significantly simplified versions of cardiac diagnostics that lack connectivity and analysis. Holter and Extended Holter monitors require data to be downloaded manually, resulting in diagnostic results taking up to 2 weeks or longer. The Biocore device has been designed to address the limitations of existing solutions while providing the same disruptive business model as the Bioflux. Responding to our customer needs, the Biocore was developed with the following features:

	●	3 channels
	●	Connectivity
	●	Rechargeable
	●	Reusable

The ~~Biotres~~Biocore is also a platform technology that can be leveraged and used to enter other markets and support future product enhancements. The company has already developed a number of enhancements for ~~Biotres~~Biocore that will be available in the next generation of the solution.

Biocare, Bioheart and Biokit

It is widely reported that chronic illnesses related to lifestyle diseases are on the rise, resulting in increased healthcare costs. This has caused a major shift in the US healthcare market, emphasizing a need for evidence-based healthcare system focused on overall health outcomes. Patient compliance is a critical component in driving improved health outcomes, where the patient adheres to and implements their physician’s recommendation. Unfortunately, poor patient compliance is one of the most pressing issues in the healthcare market. One of the key contributing factors to this is the lack of a feedback mechanism to measure improvement and knowledge. Studies show that poor patient compliance costs the US healthcare system $100 to $289 billion annually¹, representing 3% to 10% of total US healthcare costs² . Studies have proven that regular monitoring of chronic care conditions improves patient outcomes in the form of lower morbidity rates and reduce the financial burden on the healthcare system by empowering preventative care.

WeThe ~~have~~Company has developed Biocare to support medical practitioners as they gather data and regularly monitor and treat patients with two or more chronic care conditions. We expect that Bioheart combined with our Biocare platform, our fourth product, is focused on filling this need by providing a clinically relevant, preventative care and disease management solution for the consumer. A key underlying component of of Bioheart is the ability to measure patient improvements—with clinical accuracy—helping to drive feedback and support patient compliance. This approach is implemented in our development process by focusing on a disease/chronic illness profile, as opposed to a customer profile. We are focused on cardiovascular disease for our first preventative care solution since Bioflux is aimed at the same health segment.

The focus on cardiovascular disease states make the combination of Bioheart and Biocare a unique offering within the chronic care management space which is primarily focused on diabetes. With no long- term consumer solution for heart patients, chronic care management has focused on those conditions that do have personal devices, mainly diabetes, hypertension, and COPD. This is why we developed Bioheart, a consumer solution for personal use for individuals with cardiac issues. Combined with our Biocare platform, it is one of the first disease management solutions capable of delivering holistic chronic care management to cardiovascular patients.

Taking it a step further, we developed Biokit to support cardiac patients that had other chronic conditions such as hypertension or COPD. Biokit is a remote patient monitoring kit that combines a blood pressure cuff, an pulse oximeter and a digital thermometer into the Biocare platform to support the collection of additional biometrics for those patients with multiple conditions. Biocare was developed with the following features:

● Integration with cardiac diagnostics: Bioflux and ~~Biotres~~Biocore ● Bioheart ● Biokit ● Virtual Clinic ~~● Automated biometric reporting ● Patient Dashboards ● Automated time tracking ● Built-in patient reminders and calling ● Asynchronous chat ● Monthly data summaries~~

	●	Automated biometric reporting
	●	Patient Dashboards
	●	Automated time tracking
	●	Built-in patient reminders and calling
	●	Asynchronous chat
	●	Monthly data summaries

Biocare is also a platform technology that can be leveraged and used to enter other chronic condition markets and support future product enhancements. The company has already developed a number of enhancements for Biocare that will be available in the next generation of the solution.

Future Markets

In the next few years, we intend to expand use of our technology platform with medical-grade solutions for the monitoring of ~~blood~~implantable cardian ~~pressure~~devices, diabetes, sleep apnea, chronic pain, as well as fetal monitoring, and other adjacent healthcare and lifestyle markets.

Bionatal is a proposed product for monitoring fetus’ health by remote cardiac telemetry. In the US, there were approximately 24,073 fetal deaths at 20 or more weeks gestation in 2012³. The rise of older mothers and mothers with chronic conditions have driven high-risk pregnancies to a new high; high-risk complications now occur in 6 to 8 percent of all pregnancies⁴.

The Company has also received an NIH grant to investigate cardiac anomalies in chronic kidney disease patients, which is designed to be a predictive or early detection tool for CKD patients. This and other new technology that the Company is developing is applicable to the market segments that the Company intends to serve and will continue to adhere to the Company’s revenue model of deriving income from technology fees.

Competition

Cardiac Diagnostics

Cardiac Outpatient Monitoring

The medical technology equipment industry is characterized by strong competition and rapid technological change. There are a number of companies developing technologies that are competitive to our existing and proposed products, many of them, when compared to usour Company, having ~~significantly~~ significantly longer operational history and greater financial and other resources.

Within the US event monitoring systems market, we are aware of six main competitors in the COM product segment. These competitors have increased market presence and distribution primarily by working through existing IDTFs. The existing competitors have maintained a competitive advantage within the market by controlling the distribution of all available COM devices and software solutions. Our primary competitors in the COM market are:

● Philips Biotel - Biotelemetry (formerly CardioNet), recently acquired by Philips for a reported $2.8B. We believe that BioTelemetry, Inc. has the largest network of IDTFs within the COM market. BioTelemetry is considered a complete solution provider as it produces and distributes its own COM device, software solution, and COM monitoring centers. The company acquired its COM device through the acquisition of a COM manufacturer, Braemar. Upon acquisition of Braemar, BioTelemetry offered limited support to other clients utilizing Braemar’s technology. This resulted in BioTelemetry increasing the use of its device and software solution, enabling wide market penetration. We believe that BioTelemetry business model is focused on providing the COM diagnostic service, as opposed to selling COM solutions to other IDTFs or service providers, which enables a perpetual per-read fee as opposed to one time device or software sales. Equity research analysts categorize BioTelemetry as a clinical health provider, because of its business model, rather than as a medical device company. As such, we believe that BioTelemetry market cap is limited by the low multiples associated with that type of business, and, as a clinical health provider, BioTelemetry has significant overhead and fixed costs associated with monitoring centers and health professionals.

● Boston Scientific – Preventice Preventice (formerly eCardio.), recently acquired by Boston Scientific for a reported $1.2B. Preventice is a private company, based in Houston, Texas. Preventice’s device is manufactured by a third party medical device company, TZ Medical. Preventice has integrated TZ Medical’s device with its software solution to create a complete COM solution. Similar to Biotelemetry, we believe eCardio follows the same business model of offering the COM service and acting as a clinical health provider.

● ScottCare. ScottCare is a private company in the US and a subsidiary of Scott Fetzer Company, a division of Berkshire Hathaway. ScottCare provides equipment for cardiovascular clinics and diagnostic technicians. ScottCare has built its own COM device and software solution, and white-labeled TZ Medical’s device. Unlike the others, ScottCare offers its solution in an insourced model, where the physician has the opportunity to bill. This model requires the physician to purchase a minimum number of devices at an approximate average cost of $2,000 and their software at a cost of $25,000 to $40,000. After this initial upfront cost, ScottCare charges an additional per test fee for monitoring. We believe the above model creates a long return on investment for the physician. In our opinion, this has resulted in little market penetration for ScottCare as compared to the others.

● Infobionic. Infobionic is a private company located in Waltham, Massachusetts. It follows a leasing model where it leases its technology at a fixed monthly rate, whether technology is used or not. They have a complete solution, comprised of a device and software. We believe that they have a good model that will enable them to be competitive in the market. In our opinion, there is room for both Biotricity and Infobionic within the marketplace, though we believe that our solution is superior in two ways. 3 ~~Firstly,~~channels ~~our device has a screen which allows better patient feedback~~ and ~~improved~~built ~~patient~~in ~~hookup~~cellular ~~at the clinic. Secondly, our business model is based on usage. The physician is charged a~~ technology ~~fee when the technology is used~~. ~~If it is not used, there is no charge. This makes it attractive compared to Infobionic’s model where the physician is charged even if the technology is not used.~~

69● VitalConnect. VitalConnect is a private company that has expanded into the COM space by offering a disposable patch coupled with a cellphone. They have adopted the same model as Boston Sci and Philips. They are well funded and are growing but continue to lose money and have integrated various third party technologies to build their solution. Operationally, a disposable patch is expensive to manage and increases COGS. Long term we think our solution is superior as it is clinically better with 3 channels and built in cellular technology alongside industry leading operational workflows. Economically, we know that solutions like this cannot compete with us when it comes to costs and margins.

In addition, we note that:

● Medtronic. Medtronic is a major medical device conglomerate. It has an COM solution by the name of SEEQ that was added to their portfolio through the acquisition of Corventis. We have seen no significant activity or usage with SEEQ in our market analysis. We also note that SEEQ is a patch- based COM solution that only collects data on 1 lead. As such, it has strong competition from 3 lead systems which are the standard for COM. In early 2018, Medtronic withdrew SEEQ from the marketplace. We do not view Medtronic as a primary competitor, but, given the size and reach of Medtronic, they are an organization that we must continuously watch and be aware of.

● TZ Medical. TZ Medical is a medical device company that focuses on manufacturing a variety of medical devices. We do not consider TZ TZ Medical to be a direct competitor as they produce ana COM device that is available for purchase, and sold to competitors such as to ~~Scottcare~~ Scottcare and Preventice, described above. However, we do not believe that TZ Medical has a software solution, requiring any new entrant to either acquire or build out a software solution and then integrate that with the TZ Medical device. This creates a requirement for a large upfront capital investment. As a result, we believe this approach only works for organizations looking to become COM solution providers with the same business model as the others.

We believe that our Bioflux COM solution will successfully compete because:

● it is designed as a platform to encompass all segments of the event monitoring market; ● of the insourcing business model which we believe is applicable to a significantly larger portion of the total available market and enable more efficient strategic penetration and distribution; and ● for the other reasons described earlier under “–Market Opportunity.”

	●	of the insourcing business model which we believe is applicable to a significantly larger portion of the total available market and enable more efficient strategic penetration and distribution; and

	●	for the other reasons described earlier under “Market Opportunity.”

Holter/Extended Holter

Within the US event monitoring systems market, we are aware of three main competitors in the Holter patch product segment. These competitors have increased market presence and distribution primarily by working with ~~hospitals~~Hospitals. The existing competitors have maintained a competitive advantage within the market by a first mover advantage. Our primary competitors in the Holter patch market are:

	●	iRhythm Technologies: iRhythm is the leader in holter patch technology with the largest footprint. They are primarily hospital focused and operate as an IDTF, much like our COM competitors. Their core product is the Zio patch, which is a 1 channel holter with no connectivity and is not rechargeable

	●	BardyDx (Recently Acquired by Hilrom): BardyDx is the second largest player in the holter space. They operate as an IDTF as well. Their core product is a 1 channel patch with no connectivity with a removable chip for data uploads.

	●	VitalConnect: is a small player in the holter space. They have a disposable patch monitor that can be used for a limited time, making it unusable for long term studies. They operate as an IDTF.

Cardiac ~~Event~~Disease ~~Monitoring~~Management

Within the US cardiac disease management market, we are aware of three main competitors in the cardiac care management segment. These competitors have different approaches, solutions, and technologies but we still regard them as competitors. Technologically we have a number of differentiators as we are the only company that has a continuous heart monitor. Our primary competitors in the cardiac disease management market are:

Bioheart:

●

Alivecor is a direct to consumer cardiac monitoring company. They are the biggest brand in consumer cardiac care and have a simple to use handheld cardiac device. They operate as a service provider, providing cardiac insights direct to individuals.

Biocare:

	●	Optimize Health: Optimize health is a chronic care and RPM platform for a variety of chronic conditions. Thought it is platform with no focus on cardiac specifically, it provides a complete platform for clinics and hospitals to utilize and build out a chronic disease management program.

	●	HelloHeart: Hello Heart is a disease management program focused on hypertension. It is one of the few disease management programs that is focused on a heart related chronic disease

In the digital health space, we have noticed that we have competitors for different products but not a single competitor that has the entire product portfolio that we have. This adds a layer of differentiation and competitive advantage as customer can deal with one vendor as opposed to multiple vendors that they have to integrate.

Intellectual Property

We primarily rely on trade secret protection for our proprietary information. No assurance can be given that we can meaningfully protect our trade secrets. Others may independently develop substantially equivalent confidential and proprietary information or otherwise gain access to, or disclose, our trade secrets.

We have and generally plan to continue to enter into non-disclosure, confidentiality and intellectual property assignment agreements with all new employees as a condition of employment. In addition, we intend to also generally enter into confidentiality and non-disclosure agreements with consultants, manufacturers’ representatives, distributors, suppliers and others to attempt to limit access to, use and disclosure of our proprietary information. There can be no assurance, however, that these agreements will provide meaningful protection or adequate remedies for our trade secrets in the event of unauthorized use or disclosure of such information.

We also may from time to time rely on other intellectual property developed or acquired, including patents, technical innovations, laws of unfair competition and various other licensing agreements to provide our future growth and to build our competitive position. We have received an industrial design patent in Canada for Bioflux and have filed patent applications for Biotres and Bioheart in the US, and we may decide to file for additional patents as we continue to expand our intellectual property portfolio. However, we can give no assurance that competitors will not infringe on our patent or other rights or otherwise create similar or non-infringing competing products that are technically patentable in their own right. We fully intend to vigorously defend our intellectual property and patents.

Currently, we have a number of registered trademarks; we may obtain additional registrations in the future.

~~Research~~While there can be no assurance that registered trademarks and ~~Development~~copyrights will protect our proprietary information, we intend to assert our planed intellectual property rights against any infringer. Although any assertion of our rights can result in a substantial cost to, and diversion of effort by, our company, management believes that the protection of our planed intellectual property rights is a key component of our operating strategy.

~~Our~~Regulatory research and development programs are generally pursued by engineers and scientists employed by us in California and Toronto on a full-time basis or hired as per diem consultants or through partnerships with industry leaders in manufacturing and design and researchers and academia. We are also working with subcontractors in developing specific components of our technologies. In all cases, we ensure that all areas of IP are owned and controlled by the Company.Matters

The primary objective of our research and development program is to advance the development of our existing and proposed products, to enhance the commercial value of such products.

We incurred research and development costs of $3.0 million for the fiscal year ended March 31, 2023 and $2.7 million for the fiscal year ended March 31, 2022.

Government Regulation

General

Our medical device products are subject to regulation by the U.S. FDA and various other federal and state agencies, as well as by foreign governmental agencies. These agencies enforce laws and regulations that govern the development, testing, manufacturing, labeling, advertising, marketing and distribution, and market surveillance of our medical device products.

In addition to those indicated below, the only other regulations we encounter are regulations that are common to all businesses, such as employment legislation, implied warranty laws, and environmental, health and safety standards, to the extent applicable. We will also encounter in the future industry-specific government regulations that would govern our products, if and when developed for commercial use. It may become the case that other regulatory approvals will be required for the design and manufacture of our products and proposed products.

U.S. Regulation

The FDA governs the following activities that Biotricity performs, will perform, upon the clearance or approval of its product candidates, or that are performed on its behalf, to ensure that medical products distributed domestically or exported internationally are safe and effective for their intended uses:

	●	product design, and development;

	●	product safety, testing, labeling and storage;

	●	record keeping procedures; and

	●	product marketing.

There are numerous FDA regulatory requirements governing the approval or clearance and subsequent commercial marketing of Biotricity’s products. These include:

	●	the timely submission of product listing and establishment registration information, along with associated establishment user fees;

	●	continued compliance with the Quality System Regulation, or QSR, which require specification developers and manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures  during all aspects of the manufacturing process;

	●	labeling regulations and FDA prohibitions against the promotion of products for uncleared, unapproved or off-label use or indication;

	●	clearance or approval of product modifications that could significantly affect the safety or effectiveness of the device or that would constitute a major change in intended use;

	●	Medical Device Reporting regulations (MDR), which require that manufacturers keep detailed records of investigations or complaints against their devices and to report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur;

	●	adequate use of the Corrective and Preventive Actions process to identify and correct or prevent significant systemic failures of products or processes or in trends which suggest same;

	●	post-approval restrictions or conditions, including post-approval study commitments;

	●	post-market surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and effectiveness data for the device; and

	●	notices of correction or removal and recall regulations.

Depending on the classification of the device, before Biotricity can commercially distribute medical devices in the United States, it had to obtain, either prior 510(k) clearance, 510(k) de-novo clearance or premarket approval (PMA), from the FDA unless a respective exemption applied. The FDA classifies medical devices into one of three classes based on the degree of risk associated with each medical device and the extent of regulatory controls needed to ensure the device’s safety and effectiveness:

	●	Class I devices, which are low risk and subject to only general controls (e.g., registration and listing, medical device labeling compliance, MDRs, Quality System Regulations, and prohibitions against adulteration and misbranding) and, in some cases, to the 510(k) premarket clearance requirements;

	●	Class II devices, which are moderate risk and generally require 510(k) or 510(k) de-novo premarket clearance before they may be commercially marketed in the United States as well as general controls and potentially special controls like performance standards or specific labeling requirements; and

	●	Class III devices, which are devices deemed by the FDA to pose the greatest risk, such as life-sustaining, life-supporting or implantable devices, or devices deemed not substantially equivalent to a predicate device. Class III devices generally require the submission and approval of a PMA supported by clinical trial data.

The custom software and hardware of our products are classified as Class II. Class II devices are those for which general controls alone are insufficient to provide reasonable assurance of safety and effectiveness and there is sufficient information to establish special controls. Special controls can include performance standards, post-market surveillance, patient histories and FDA guidance documents. Premarket review and clearance by the FDA for these devices is generally accomplished through the 510(k) or 510(k) de-novo premarket notification process. As part of the 510(k) or 510(k) de-novo notification process, the FDA may have required the following:

● Development of comprehensive product description and indications for use. ● Completion of extensive preclinical tests and preclinical animal studies, performed in accordance with the FDA’s Good Laboratory Practice (GLP) regulations. ● Comprehensive review of predicate devices and development of data supporting the new product’s substantial equivalence to one or more predicate devices. ● If appropriate and required, certain types of clinical trials (IDE submission and approval may be required for conducting a clinical trial in the US).

	●	Completion of extensive preclinical tests and preclinical animal studies, performed in accordance with the FDA’s Good Laboratory Practice (GLP) regulations.

	●	Comprehensive review of predicate devices and development of data supporting the new product’s substantial equivalence to one or more predicate devices.

	●	If appropriate and required, certain types of clinical trials (IDE submission and approval may be required for conducting a clinical trial in the US).

If required, clinical trials involve use of the medical device on human subjects under the supervision of qualified investigators in accordance with current Good Clinical Practices (GCPs), including the requirement that all research subjects provide informed consent for their participation in the clinical study. A written protocol with predefined end points, an appropriate sample size and pre-determined patient inclusion and exclusion criteria, is required before initiating and conducting a clinical trial. All clinical investigations of devices to determine safety and effectiveness must be conducted in accordance with the FDA’s Investigational Device Exemption, or IDE, regulations that among other things, govern investigational device labeling, prohibit promotion of the investigational device, and specify recordkeeping, reporting and monitoring responsibilities of study sponsors and study investigators. If the device presents a “significant risk,” as defined by the FDA, the agency requires the device sponsor to submit an IDE application, which must become effective prior to commencing human clinical trials. The IDE will automatically become effective 30 days after receipt by the FDA, unless the FDA denies the application or notifies the company that the investigation is on hold and may not begin. If the FDA determines that there are deficiencies or other concerns with an IDE that requires modification, the FDA may permit a clinical trial to proceed under a conditional approval. In addition, the study must be approved by, and conducted under the oversight of, an Institutional Review Board (IRB) for each clinical site. If the device presents a non-significant risk to the patient, a sponsor may begin the clinical trial after obtaining approval for the trial by one or more IRBs without separate approval from the FDA, but it must still follow abbreviated IDE requirements, such as monitoring the investigation, ensuring that the investigators obtain informed consent, and labeling and record-keeping requirements.

Given successful completion of all required testing, a detailed 510(k) premarket notification or 510(k) de-novo was submitted to the FDA requesting clearance to market the product. The notification included all relevant data from pertinent preclinical and clinical trials, together with detailed information relating to the product’s manufacturing controls and proposed labeling, and other relevant documentation.

A 510(k) clearance letter from the FDA would then authorize commercial marketing of the device for one or more specific indications of use.

After 510(k) clearance, Biotricity is required to comply with a number of post-clearance requirements, including, but not limited to, Medical Device Reporting and complaint handling, and, if applicable, reporting of corrective actions. Also, quality control and manufacturing procedures must continue to conform to QSRs. The FDA periodically inspects manufacturing facilities to assess compliance with QSRs, which impose extensive procedural, substantive, and record keeping requirements on medical device manufacturers. In addition, changes to the manufacturing process are strictly regulated, and, depending on the change, validation activities may need to be performed. Accordingly, manufacturers must continue to expend time, money and effort in the area of production and quality control to maintain compliance with QSRs and other types of regulatory controls.

After a device receives 510(k) clearance from FDA, any modification that could significantly affect its safety or effectiveness, or that would constitute a major change in its intended use or technological characteristics, requires a new 510(k) clearance or could require a PMA. The FDA requires each manufacturer to make the determination of whether a modification requires a new 510(k) notification or PMA in the first instance, but the FDA can review any such decision. If the FDA disagrees with a manufacturer’s decision not to seek a new 510(k) clearance or PMA for a particular change, the FDA may retroactively require the manufacturer to seek 510(k) clearance or PMA. The FDA can also require the manufacturer to cease U.S. marketing and/or recall the modified device until additional 510(k) clearance or PMA approval is obtained.

7354

The FDA and the Federal Trade Commission, or FTC, will also regulate the advertising claims of Biotricity’s products to ensure that the claims it makes are consistent with its regulatory clearances, that there is scientific data to substantiate the claims and that product advertising is neither false nor misleading.

We received 510(k) clearance for both the software and hardware components of our Bioflux and Biotres products. To obtain 510(k) clearance, a company must submit a notification to the FDA demonstrating that its proposed device is substantially equivalent to a predicate device (i.e., a device that was in commercial distribution before May 28, 1976, a device that has been reclassified from Class III to Class I or Class II, or a 510(k)-cleared device). The FDA’s 510(k) clearance process generally takes from three to 12 months from the date the application is submitted but also can take significantly longer. If the FDA determines that the device or its intended use is not substantially equivalent to a predicate device, the device is automatically placed into Class III, requiring the submission of a PMA. Once the information is submitted, there is no guarantee that the FDA will grant a company 510(k) clearance for its pipeline products, and failure to obtain the necessary clearances for its products would adversely affect its ability to grow its business. Delays in receipt or failure to receive the necessary clearances, or the failure to comply with existing or future regulatory requirements, could reduce its business prospects.

Devices that cannot be cleared through the 510(k) process due to lack of a predicate device but would be considered low or moderate risk may be eligible for the 510(k) de-novo process. In 1997, the Food and Drug Administration Modernization Act, or FDAMA added the de novo classification pathway now codified in section 513(f)(2) of the 29&C Act. This law established an alternate pathway to classify new devices into Class I or II that had automatically been placed in Class III after receiving a Not Substantially Equivalent, or NSE, determination in response to a 510(k) submission. Through this regulatory process, a sponsor who receives an NSE determination may, within 30 days of receipt, request FDA to make a risk-based classification of the device through what is called a “de novo request.” In 2012, section 513(f)(2) of the 29&C Act was amended by section 607 of the Food and Drug Administration Safety and Innovation Act (FDASIA), in order to provide a second option for de novo classification. Under this second pathway, a sponsor who determines that there is no legally marketed device upon which to base a determination of substantial equivalence can submit a de novo request to FDA without first submitting a 510(k).

In the event that a company receives a Not Substantially Equivalent determination for its candidates in response to a 510(k) submission, the device may still be eligible for the 510(k) de-novo classification process.

Devices that cannot be cleared through the 510(k) or 510(k) de-novo classification process require the submission of a PMA. The PMA process is much more time consuming and demanding than the 510(k) notification process. A PMA must be supported by extensive data, including but not limited to data obtained from preclinical and/or clinical studies and data relating to manufacturing and labeling, to demonstrate to the FDA’s satisfaction the safety and effectiveness of the device. After a PMA application is submitted, the FDA’s in-depth review of the information generally takes between one and three years and may take significantly longer. If the FDA does not grant 510(k) clearance to its future products, there is no guarantee that Biotricity will submit a PMA or that if it does, that the FDA would grant a PMA approval of Biotricity’s future products, either of which would adversely affect Biotricity’s business.

We have installed a suitable and effective quality management system, which establishes controlled processes for our product design, manufacturing, and distribution. We plan to do this in compliance with the internationally recognized standard ISO 13485:2013 Medical Devices – Quality Management Systems – Requirements for Regulatory Purposes. Following the introduction of a product, the FDA and foreign agencies engage in periodic reviews of our quality systems, as well as product performance and advertising and promotional materials. These regulatory controls, as well as any changes in FDA policies, can affect the time and cost associated with the development, introduction and continued availability of new products. Where possible, we anticipate these factors in our product development processes. These agencies possess the authority to take various administrative and legal actions against us, such as product recalls, product seizures and other civil and criminal sanctions.

Foreign Regulation

Manufacturing and Suppliers

Earlier in the life-cycle of the Company, we focused primarily on research and development of the first generation version of the Bioflux. We have since completed the development of Biotres and of Bioheart and their proposed marketing and distribution. We currently assemble our devices at our Redwood City, California facility. In order to maintain compliance with FDA and other regulatory requirements, our manufacturing facilities must be periodically re-evaluated and qualified under a quality system to ensure they meet production and quality standards. Suppliers of components and products used to manufacture our devices must also comply with FDA regulatory requirements, which often require significant resources and subject us and our suppliers to potential regulatory inspections and stoppages.

We have a scalable manufacturing strategy and goals and use Providence Enterprises (herein “Providence”), which is an FDA qualified manufacturer for contract manufacturing. We do not have a contract with Providence or any obligation to use them (nor do they have any obligations with respect to us other than with respect to any specific orders we may make) and we enter into purchase orders for each manufacturing request we have with Providence, as we would with other vendors. Despite our working relationship with Providence, we intend to continue to identify and develop other efficient, automated, low-cost manufacturing capabilities and options to meet the quality, price, engineering, design and production standards or production volumes required to successfully mass market our products, especially at the low-cost levels we require to facilitate our business plan.

We currently rely on a number of principal suppliers for the components that make up our products and proposed products; these include Digikey Corporation and Mouser Electronics for electronics and connectors, Telit/Stollmann for Bluetooth modules, Yongan Innovations for batteries, Dongguan Bole RP&M Cp. Ltd. For plastics, Unimed Medical and Conmed for ECG cables and electrodes, and Medico Systems for touch-panel LCD displays. We believe that the raw materials used or expected to be used in our planned products can be acquired from multiple sources and are readily available on the market.

~~Human~~Environmental ~~Capital~~Laws

We have not incurred and do not anticipate incurring any expenses associated with environmental laws.

Employees and Employment Agreements

We currently have 55 full-time employees, of which [●] are full-time, and approximately 20 consultants who are based in our offices located in Silicon Valley, California and Toronto, Canada. These employees oversee day-to-day operations of the Company and, together with the consultants, support management, engineering, manufacturing, and administration. We have no unionized employees.

We plan to hire 10 to 15 additional full-time employees within the next 12 months, as needed to support continued growth in our business. Their principal responsibilities will be the support of our sales, marketing, research and development, and clinical development activities.

We consider relations with our employees to be satisfactory.

~~Properties~~56

Our principal executive office is located in leased premises of approximately 8,300 square feet at 203 Redwood Shores Parkway, Suite 600, Redwood City, California. We believe that these facilities are adequate for our needs, including providing the space and infrastructure to accommodate our development work based on our current operating plan. We do not own any real estate.

Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business.

We are not currently a party in any material legal proceeding or governmental regulatory proceeding nor are we currently aware of any pending or potential legal proceeding or governmental regulatory proceeding proposed to be initiated against us that would have a material adverse effect on us or our business.

MANAGEMENT

Below is certain information regarding our directors and executive officers.

Name of Director or Executive Officer	Ages	Position	Served as an Officer and/or Director Since
Waqaas Al-Siddiq	39	President, Chief Executive Officer and Chairman of the Board of Directors	2016
John Ayanoglou	58	Chief Financial Officer	2017
David A. Rosa(1)(3)(4)(5)(6)	60	Director	2016
Ronald McClurg(1)(2)	65	Director	2022
Chester White(1)(3)(5)	59	Director	2022

(1)	Audit Committee Member
(2)	Audit Committee Chairman
(3)	Compensation Committee Member
(4)	Compensation Committee Chair
(5)	Nominating and Corporate Governance Committee Member
(6)	Nominating and Corporate Governance Committee Chair

Waqaas Al-Siddiq, President, Chief Executive Officer and Chairman of the Board of Directors

Waqaas Al-Siddiq is the founder of iMedical and has been its Chairman and Chief Executive Officer since inception in July 2014 and he has served as our Chief Executive Officer and Chairman of the Board of Directors since consummation of the Acquisition Transaction in February 2016. Prior to that, from July 2010 through July 2014, he was the Chief Technology Officer of Sensor Mobility Inc., a Canadian private company engaged in research and development activities within the remote monitoring segment of preventative care and that was acquired by iMedical in August 2014. Mr. Al-Siddiq also provided consulting services with respect to technology strategy during this time. Mr. Al-Siddiq serves as a member of the Board of Directors as he is the founder of iMedical and his current executive position with the Company. We believe that Mr. Al-Siddiq is qualified to serve as a director due to his experience as an entrepreneur and raising capital.

John Ayanoglou, Chief Financial Officer

Mr. Ayanoglou has served as our Chief Financial Officer since 2017 and has previously served as Chief Financial Officer of four other companies during his career, three of which were publicly-listed. Mr. Ayanoglou currently serves as a director of DX Mortgage Investment Corporation (since 2019), Green Sky Labs (since 2020) and Omega Wealthguard (since 2020). From 2011 to 2017, Mr. Ayanoglou served as Executive Vice President of Build Capital. Prior to this, he served as Chief Financial Officer and Senior Vice President of Equitable Group Inc. and its wholly owned subsidiary, Equitable Bank, Canada’s 7th largest bank, during the global banking crisis, from 2008 through 2011. Mr. Ayanoglou also served as CFO, Vice President and Corporate Secretary of Xceed Mortgage Corporation, from 2004 to 2008. He launched his career in financial services while providing advisory services to clients at PricewaterhouseCoopers LLP and working for Scotiabank and TD Bank. He is a chartered accountant and a member of CPA Canada. He received his ICD.D designation from the Institute of Corporate Directors at the Rotman School of Business.

David Rosa, Director

Mr. Rosa has been a director of the Company since May 3, 2016. In addition, he is a director and Chairman of the board for Neuro Event Labs, a privately held company based in Finland that is developing a diagnostic epilepsy video technology. He currently also serves as the CEO and President of NeuroOne, a medical technology company, having served in various capacities since October 2016. He was the CEO and President of Sunshine Heart, a publicly-held early-stage medical device company, from October 2009 through November 2015. From 2008 to November 2009, Mr. Rosa served as CEO of Milksmart, a company that specializes in medical devices for animals. From 2004 to 2008, Mr. Rosa served as the Vice President of Global Marketing for Cardiac Surgery and Cardiology at St. Jude Medical. He is a member of the Board of Directors of QXMedical, a Montreal-based medical device company, and other privately-held companies.

We believe Mr. Rosa is qualified to serve as a director due to his senior leadership experience in the medical device industry, and his expertise in market development, clinical affairs, commercialization and public and private financing. As well as his strong technical, strategic and global operating experience.

Ronald McClurg, Director

Ronald McClurg has served as a director of the Company since May 2, 2022. Mr. McClurg is a senior financial executive with over 30 years of experience leading the finance, administrative and IT functions in private and public companies. He has served as Chief Financial Officer of NeuroOne Medical Technologies Corp. since 2021. From 2003 to 2019, Mr. McClurg was the Vice President, Finance & Administration and Chief Financial Officer for Incisive Surgical, Inc. Prior to 2002, Mr. McClurg served as Chief Financial Officer of several other publicly-held companies. He serves on the Board of Governors and as Audit Committee Chair of Biomagnetic Sciences, LLC and as Audit Chair of Healthcare Triangle, Inc.

We believe that Mr. McClurg is qualified to serve as a director due to his extensive background in corporate finance.

Chester White, Director

Chester White has served as a director of the Company since August 11, 2022. Mr. White has 35 years investment management and financial advisory experience investing in and advising emerging growth technology companies in the technology segments including AI, Robotics, Genetics, Mobility, FinTech, MedTech, GreenTech, Internet/Cloud and EnablingTech. He is recognized as one of the top Wallstreet analysts covering the Internet and Cloud segment speaking at industry forums and public venues such as CNBC and CNN. From 1986 to 1996 he served as a VP of Investment at Paine Webber (acquired by UBS) and Dean Witter (acquire by Morgan Stanley). He began his institutional investment career as a sell side analyst in 1996 at LH Friend and SVP of emerging technology equity research at Wells Fargo. He went on to become an MD of Technology Investment Banking at MCF & Co. and Managing Director of Griffin Partners LLC. In 2014 he founded Helios Alpha Fund, LP, an emerging growth technology hedge fund focused on sustainability and innovation. Mr. White has an MBA from University of Southern California; B.S. in Finance, University of Maryland, Stanford / Coursera Machine Learning, Member of SF CFA Society.

We believe that Mr. White is qualified to serve as a director due to his extensive investment management and financial advisory experience.

Family Relationships

There are no family relationships among any of our current officers and directors.

EXECUTIVE COMPENSATION

The following table set forth certain information as to the compensation paid to the executive officers of the Company for the fiscal years ended March 31, 2023 and March 31, 2022.

Name and Principal Position	Fiscal Year		Salary		Bonus		Stock Awards	Option/ Warrant Awards(1)		Non-Equity Incentive Plan Compensation	All Other Compensation		Total
Waqaas Al-Siddiq		2023	$	480,000	$	240,000		$	428,757		$	12,000	$	1,160,757
Chief Executive Officer		2022	$	480,000	$	225,000		$	169,513		$	12,000	$	886,513
John Ayanoglou		2023	$	293,750	$	-		$	232,537		$	12,000	$	538,287
Chief Financial Officer		2022	$	300,000	$	75,000		$	504,910		$	12,000	$	891,910

(1) For assumptions made in such valuation, see Note 7 to our audited financial statements included in elsewhere in this prospectus, commencing on page F-1. Amounts shown as option awards for Mr. Ayanoglou were granted as warrants, while he was not a member of the Company’s options program.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information about the number of outstanding equity awards held by our named executive officers at March 31, 2023, which give effect to the 1-for-6 reverse stock split of our common stock, which was effected on July 3, 2023.

						Option Awards(1)
Name	Award Type	Grant Date	Number of securities underlying unexercised options or warrants exercisable			Number of securities underlying unexercised options or warrants exercisable		Option or Warrant exercise price ($)		Option or Warrant expiration date
Waqaas Al-Siddiq	Option	7-12-16		416,664	(3)		-	$	13.20	7-12-26
Waqaas Al-Siddiq	Option	4-7-20		175,008	(4)		58,336	$	6.30	4-7-30
Waqaas Al-Siddiq	Option	3-12-23		29,167	(5)		29,167	$	7.50	3-12-33
Waqaas Al-Siddiq	Option	3-12-23		29,167	(5)		29,167	$	10.50	3-12-33
Waqaas Al-Siddiq	Option	3-12-23		41,667	(6)		125,028	$	4.86	3-12-33
John Ayanoglou	Warrant	10-26-17		8,333	(2)			$	4.38	12-31-30
John Ayanoglou	Warrant	3-31-18		8,333	(2)			$	4.38	12-31-30
John Ayanoglou	Warrant	6-30-18		8,333	(2)			$	4.38	12-31-30
John Ayanoglou	Warrant	9-30-18		8,333	(2)			$	4.38	12-31-30
John Ayanoglou	Warrant	12-31-18		8,333	(2)			$	2.88	12-30-28
John Ayanoglou	Warrant	3-31-19		8,333	(3)			$	5.46	3-30-29
John Ayanoglou	Warrant	6-30-19		8,333	(3)			$	3.96	6-29-29
John Ayanoglou	Warrant	9-30-19		8,333	(3)			$	3.48	9-29-29
John Ayanoglou	Warrant	12-31-19		8,333	(2)			$	3.78	12-30-29
John Ayanoglou	Warrant	3-31-20		8,333	(2)			$	5.84	3-31-30
John Ayanoglou	Warrant	6-30-20		8,333	(2)			$	8.20	6-30-30
John Ayanoglou	Warrant	9-30-20		8,333	(2)			$	6.66	9-30-30
John Ayanoglou	Warrant	1-24-20		8,333	(2)			$	4.50	1-23-30
John Ayanoglou	Warrant	12-31-20		8,333	(2)			$	4.44	12-31-30
John Ayanoglou	Warrant	3-31-21		8,333	(2)			$	14.40	3-31-31
John Ayanoglou	Warrant	4-30-17		1,250	(2)			$	4.38	12-31-30
John Ayanoglou	Warrant	5-31-17		1,250	(2)			$	4.38	12-31-30
John Ayanoglou	Warrant	6-30-17		1,250	(2)			$	4.38	12-31-30
John Ayanoglou	Warrant	7-31-17		1,250	(2)			$	4.38	12-31-30
John Ayanoglou	Warrant	8-31-17		1,250	(2)			$	4.38	12-31-30
John Ayanoglou	Warrant	9-30-17		2,917	(2)			$	4.38	12-31-30
John Ayanoglou	Warrant	9-30-17		3,333	(2)			$	4.38	12-31-30
John Ayanoglou	Warrant	12-5-17		2,301	(2)			$	4.38	12-31-30
John Ayanoglou	Warrant	6-30-21		8,333	(2)			$	14.40	6-30-31
John Ayanoglou	Warrant	9-30-21		8,333	(2)			$	14.40	9-30-31
John Ayanoglou	Warrant	12-31-21		8,333	(2)			$	14.40	12-31-31
John Ayanoglou	Warrant	3-31-22		6,266	(2)			$	13.62	3-31-32
John Ayanoglou	Warrant	6-30-22		8,971	(2)			$	10.62	6-30-32
John Ayanoglou	Warrant	9-30-22		19,714	(2)			$	4.80	9-30-32
John Ayanoglou	Warrant	12-31-22		36,464	(2)			$	2.69	12-30-32

(1)	Unless otherwise indicated, vesting of all options and warrants is subject to continued service on the applicable vesting date.
(2)	The shares subject to the options/warrants, as applicable, vested in full upon the date of grant.
(3)	The shares subject to the stock option vest monthly over 36 months.
(4)	The shares subject to the stock option vest quarterly over 16 quarters.
(5)	The shares subject to the stock options vest 50% on the date of grant and 50% on the one-year anniversary of the date of grant.
(6)	The shares subject to the stock option vest 41,667 on the date of grant and the balance monthly pro rata for 36 months.

Employment Arrangements

Waqaas Al-Siddiq

We entered into an employment agreement with Mr. Al-Siddiq dated as of April 10, 2020. Pursuant to the Employment Agreement, Mr. Al-Siddiq (“Executive”) will continue to serve as the Corporation’s Chief Executive Officer. The term of the Employment Agreement is for 12 months unless it is earlier terminated pursuant to its terms and it shall be automatically renewed for successive one year periods until the Executive or the Company delivers to the other party a written notice of their intent not to renew the employment term at least 30 days prior to the expiration of the then effective employment term. During the term of the Employment Agreement, Executive salary was initially $390,000, subject to any increase approved by the Company’s board. For the years ended March 31, 2022 and 2023, Mr. Al-Siddiq’s salary was $480,000 per annum. Under the Employment Agreement, the Executive is eligible to earn a cash and/or equity bonus of up to 50% of his then annual salary. In the event that the Executive is terminated without just cause or terminates for good reason (as these terms are defined in the Employment Agreement), the Executive will be entitled to a severance payment equal to 12 months of salary paid on a monthly basis and accrued but unused vacation. Mr. Al-Siddiq is also compensated through period, approved option grants.

This summary is qualified in all respects by the actual terms of the employment agreement, which was filed as Exhibit 10.1 to our current report on Form 8-K on April 13, 2020

John Ayanoglou

In connection with Mr. Ayanoglou’s official appointment as Chief Financial Officer effective as of October 27, 2017, the Company agreed to pay Mr. Ayanoglou an initial base salary of $200,000, subject to approved increases and an approved cash or equity bonus. Mr. Ayanoglou’s base salary for calendar 2021, 2022 and 2023 was set at $300,000. In addition, the Company agreed to grant Mr. Ayanoglou warrants to purchase 200,000 shares of the Company’s common stock, during each year of his tenure, granted in equal quarterly installments starting with the first fiscal quarter of employment. The warrants vest monthly on a pro-rata basis over a period of 12 months, with the same 10-year term and the same rights and protections as executive options awarded under the Company’s 2016 Equity Incentive Plan. As of December 31, 2020, the Company extended the expiry dates for 788,806 previously issued warrants to extend their term from 3 to 10 years in accord with the same term extension made to the options of all other company employees in fiscal 2020. As part of this revision in terms, 288,806 of these same warrants previously issued and expensed were repriced to reflect current market conditions.

~~Corporate~~AVAILABLE ~~Governance~~INFORMATION

~~The~~We ~~business~~have ~~and~~filed ~~affairs~~with of the ~~Company~~SEC ~~are~~a ~~managed~~registration statement on Form S-1 under the ~~direction~~Securities Act with respect to the common stock offered hereby. This prospectus, which constitutes part of ~~our~~the ~~Board~~registration statement, does not contain all of ~~Directors~~the information set forth in the registration statement and the exhibits and schedule thereto, certain parts of which isare ~~comprised~~omitted in accordance with the rules and regulations of Mrthe SEC. ~~Al-Siddiq~~For further information regarding our common stock and our company, ~~Mr. Rosa~~please review the registration statement, ~~Mr.~~including ~~McClurg~~exhibits, schedules and ~~Mr.~~reports ~~White~~filed as a part thereof.

~~Term~~We are subject to the reporting and other requirements of ~~Office~~the Exchange Act and we furnish our shareholders annual reports containing financial statements audited by our registered independent auditors and we furnish quarterly reports containing unaudited financial statements for each of the first three quarters of each year. Such reports and other information along with the registration statement, including the exhibits and schedules thereto, may be inspected at public reference facilities of the SEC at 100 F Street N.E, Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC’s Internet website at http://www.sec.gov.

~~Directors~~Reports ~~are appointed~~ to ~~hold~~security office until the next annual general meeting of stockholders, and until their successors have been duly elected and qualified, or until their earlier resignation or removal from office in accordance with our bylaws. Our officers are appointed by our Board and hold office until removed by our Board or their resignation.holders

79After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 13 (a) or 15 (d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file with the SEC at the SEC’s Public Reference Room or visiting the SEC’s Internet website (see “Available Information” above).

~~Clawback~~LEGAL ~~Policy~~PROCEEDINGS

~~The~~There ~~Board~~are ~~has~~no ~~adopted~~legal aproceedings ~~clawback~~pending ~~policy which allows us to recover performance-based compensation, whether cash~~ or ~~equity,~~threatened ~~from~~against ~~a current or former executive officer in the event of an Accounting Restatement~~us. The clawback policy defines an Accounting Restatement as an accounting restatement of our financial statements due to our material noncompliance with any financial reporting requirement under the securities laws. Under such policy, we may recoup incentive-based compensation previously received by an executive officer that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts in the Accounting Restatement.

The Board has the sole discretion to determine the form and timing of the recovery, which may include repayment, forfeiture and/or an adjustment to future performance-based compensation payouts or awards. The remedies under the clawback policy are in addition to, and not in lieu of, any legal and equitable claims available to the Company.57

~~DIRECTOR~~Financial ~~COMPENSATION~~Statements

~~The~~Consolidated ~~following~~Financial ~~table sets forth a summary of the compensation for our non-employee directors during the fiscal year ended March 31, 2023.~~Statements

Name	Year		Fees Earned or Paid in Cash		Stock Awards(6)		Option Awards(6)		Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
Ronald McClurg (1)		2023	$	14,667		-		-		-		-		-	$	14,667
David A. Rosa		2023	$	58,000						-				-	$	58,000
Chester White (2)		2023	$			-		-		-		-		-	$
Steve Salmon (3)		2023	$	2,000		-		-		-		-		-	$	2,000
Dr. Norman M. Betts (4)		2023	$	2,000				-		-		-		-	$	2,000
Patricia Kennedy (5)		2023	$	14,000		-		-		-		-		-	$	14,000

Biotricity Inc.

	(1)	Mr. McClurg was appointed to the board on May 2, 2022.
	(2)	Mr. White was appointed to the board on August 11, 2022. He did not receive compensation for his services as a director.
	(3)	Mr. Salmon resigned from the board on May 2, 2022.
	(4)	Dr. Betts resigned from the board on August 4, 2022.
	(5)	Ms. Kennedy resigned from the board on August 4, 2022.
	(6)	The table below shows the aggregate number of stock awards and option awards outstanding at fiscal year-end of our non-employee directors.

For the years ended March 31, 2025 and 2024

Name	Number of Shares Subject to Outstanding Options as of March 31, 2023
Ronald McClurg		3,585
David A. Rosa		84,322
Chester White		—
Steve Salmon		20,742
Dr. Norman M. Betts		5,209
Patricia Kennedy		22,913

Board Committees

Our Board of Directors has established three standing committees: an audit committee, a nominating and corporate governance committee, and a compensation committee, which are described below. Members of these committees are elected annually at the regular board meeting held in conjunction with the annual stockholders’ meeting.

Audit Committee

The Audit Committee, among other things, is responsible for:

● selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; ● helping to ensure the independence and performance of the independent registered public accounting firm; ● discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results; ● developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; ● reviewing our policies on risk assessment and risk management; ● reviewing related party transactions; ● obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and ● approving (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

The Audit Committee consists of Ronald McClurg, David A. Rosa and Chester White. The Board has affirmatively determined that each member of the Audit Committee meets the additional independence criteria applicable to audit committee members under SEC rules and the Nasdaq Stock Market. The Board has further affirmatively determined that each member of the Audit Committee is financially literate, and that Ronald McClurg meets the qualifications of an Audit Committee financial expert. Ronald McClurg is the chairman of the Audit Committee. Norman Betts was the chairman of the Audit Committee until his resignation from the Board in August 2022. During the fiscal year ended March 31, 2023, the Audit Committee met 4 times. The Board of Directors has adopted a written charter setting forth the authority and responsibilities of the Audit Committee, the full text of which can be found on our website at www.biotricity.com

Compensation Committee

The functions of the compensation committee include:

● reviewing and approving, or recommending that our Board approve, the compensation of our executive officers; ● reviewing and recommending that our Board approve the compensation of our directors; ● reviewing and approving, or recommending that our Board approve, the terms of compensatory arrangements with our executive officers; ● administering our stock and equity incentive plans; ● selecting independent compensation consultants and assessing conflict of interest compensation advisers; ● reviewing and approving, or recommending that our Board approve, incentive compensation and equity plans; and; ● reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.

The Compensation Committee consists of David Rosa and Chester White. David Rosa is the chairman of the Compensation Committee. During the fiscal year ended March 31, 2023, the Compensation Committee met 2 times. Steve Salmon was a member of the Compensation Committee until his resignation from the Board in May 2022. The Board has adopted a written charter setting forth the authority and responsibilities of the Compensation Committee, the full text of which can be found on our website at www.biotricity.com.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee, among other things, is responsible for:

● identifying and screening individuals qualified to become members of the Board, consistent with the criteria approved by the Board; ● making recommendations to the Board regarding the selection and approval of the nominees for director to be submitted to a stockholder vote at the annual meeting of stockholders; ● developing and recommending to the Board a set of corporate governance guidelines applicable to the Company, to review these principles at least once a year and to recommend any changes to the Board; ● overseeing the Company’s corporate governance practices and procedures, including identifying best practices and reviewing and recommending to the Board for approval any changes to the documents, policies and procedures in the Company’s corporate governance framework, including its articles of incorporation and by-laws; and ● developing subject to approval by the Board, a process for an annual evaluation of the Board and its committees and to oversee the conduct of this annual evaluation.

The Nominating and Corporate Governance Committee consists of David Rosa and Chester White, with David Rosa serving as chairman. During the fiscal year ended March 31, 2023, the Nominating and Corporate Governance Committee met 2 times. The Board of Directors has adopted a written charter setting forth the authority and responsibilities of the Nominating and Corporate Governance Committee, the full text of which can be found on our website at www.biotricity.com.

Code of Business Conduct and Ethics Policy

We adopted a Code of Business Conduct and Ethics as of April 12, 2016, that applies to, among other persons, our principal executive officers, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Our Code of Business Conduct and Ethics is available on our website www.biotricity.com.

Director Independence

We use the definition of “independence” of The Nasdaq Stock Market to make this determination. Nasdaq Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship, which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq listing rules provide that a director cannot be considered independent if:

● The director is, or at any time during the past three years was, an employee of the company; ● The director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service); ● A family member of the director is, or at any time during the past three years was, an executive officer of the company; ● The director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions); ● The director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or ● The director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

Under such definitions, Mr. Rosa, Mr. McClurg and Mr. White are independent directors.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions

There have been no transactions since April 1, 2021 to which we have been a party and in which any of our executive officers, directors or beneficial holders of more than five percent of our capital stock had or will have a direct or indirect material interest, other than compensation arrangements and equity awards granted to our executive officers and directors during 2022 and 2023 that are described under the sections of this prospectus entitled “Executive Compensation” and “Director Compensation”.

DESCRIPTION OF CAPITAL STOCK

The following briefly summarizes the material terms of our capital stock that are contained in our amended and restated articles of incorporation, as amended (the “Articles of Incorporation”) and our amended and restated bylaws (the “Bylaws”). These summaries do not describe every aspect of these securities and documents and are subject to all the provisions of our Articles of Incorporation or Bylaws and are qualified in their entirety by reference to these documents, which you should read (along with the applicable provisions of Nevada law) for complete information on our capital stock. Our Articles of Incorporation and Bylaws are included as exhibits to our registration statement on Form S-1, of which this prospectus forms a part. Since the terms of the Nevada Revised Statutes (the “NRS”) are more detailed than the general information provided below, you should read the actual provisions of the NRS for complete information.

Our authorized capital stock consists of 125,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, with a par value of $0.001 per share (the “Preferred Stock”). As of February [●], 2024, there were [●] shares of Common Stock issued and outstanding, and [160,672] Exchangeable Shares issued and outstanding that convert directly into shares of Common Stock, which when combined with Common Stock produce an amount equivalent to [51,393,767] outstanding shares upon the exchange of Exchangeable Shares.

Common Stock

Pursuant to Article II of the Amended and Restated Bylaws 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 preemptive rights under our Articles of Incorporation to acquire additional shares of Common Stock or other securities. The Common Stock is not 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.

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 been designated as the Special Voting Preferred Stock (as described below), 20,000 shares have been designated as Series A Preferred Stock and 600 shares have been designated as Series B Preferred Stock. 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:

● the title and stated or par value of the preferred stock; ● the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock; ● the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; ● whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; ● the provisions for a sinking fund, if any, for the preferred stock; ● any voting rights of the preferred stock; ● the provisions for redemption, if applicable, of the preferred stock; ● any listing of the preferred stock on any securities exchange; ● 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; ● if appropriate, a discussion of Federal income tax consequences applicable to the preferred stock; and ● any other specific terms, preferences, rights, limitations or restrictions of the preferred stock.

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:

● 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;

● 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;

● the same rights as the holders of our Common Stock as to notices, reports, financial statements and attendance at all stockholder meetings;

● no entitlement to dividends; and

● 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

Pursuant to the Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Convertible Preferred Stock (the “Series A COD”), we designated 20,000 shares of preferred stock as Series A Convertible Preferred Stock (the “Series A Preferred”). The Series A Preferred Stock will not be entitled to any voting rights except as may be required by applicable law. The Series A Preferred Stock is junior to our existing undesignated preferred stock, and unless otherwise set forth in the applicable certificate of designations, shall be junior to any future issuance of preferred stock. The purchase price (the “Purchase Price”) for the Series A Preferred Stock to date has been $1,000 per share. Except as otherwise expressly required by law, the Series A Preferred Stock does not have voting rights and does not have any liquidation rights.

Dividends

Dividends shall be paid at the rate of 12% per annum of the amount of the purchase price of the holder of the Series A Preferred Stock. Dividends shall be paid quarterly unless the holder and us mutually agree to accrue and defer any such dividend.

Conversion

The Series A Preferred Stock is convertible into shares of Common Stock commencing 24 months after the issuance date of the Series A Preferred Stock. Upon which, on a monthly basis, up to 5% of the aggregate amount of the purchase price can be converted (subject to adjustment for changes in the holder’s ownership of the underlying Series A Preferred Stock). The conversion price is equal to the greater of $0.001 or a 15% discount to the volume-weighted average price (“VWAP”) of our Common Stock five Trading Days immediately prior to the conversion date (the “Conversion Rate). Additionally, subject to certain provisions, the holder may exchange its Series A Preferred Stock into any Common Stock financing being conducted by us at a 15% discount to the pricing of that financing.

Other Adjustments and Rights

● The Conversion Rate (and shares issuable upon conversion of the Series A Preferred Stock) will be appropriately adjusted to reflect stock splits, stock dividends business combinations and similar recapitalization.

● The holders of Series A Preferred Stock shall be entitled to a proportionate share of certain qualifying distributions on the same basis as if they were holders of our Common Stock on an as converted basis.

Company Redemption

We may redeem all or part of the outstanding Series A Preferred Stock after one year from the date of issuance by paying an amount equal to the aggregate purchase price paid, adjusted for any reduction in Series A Preferred Stock holdings, multiplied by 110% plus accrued dividends.

Voting

Except as otherwise expressly required by Nevada law, the holders of Series A Preferred Stock shall not have voting rights.

Series B Preferred Stock

We filed a certificate of designations of Series B Convertible Preferred Stock with the Nevada Secretary of State designating 600 shares of our shares of Preferred Stock as Series B Convertible Preferred Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Series B Preferred Stock. Each share of Series B Preferred Stock has a Stated Value of $10,000 per share.

The Series B Preferred Stock, with respect to the payment of dividends, distributions and payments upon our liquidation, dissolution and winding up, ranks senior to all of our capital stock unless the holders of the majority of the outstanding shares of Series B Preferred Stock consent to the creation of other capital stock that is senior or equal in rank to the Series B Preferred Stock.

Dividends

Holders of Series B Preferred Stock are entitled to receive cumulative dividends, in shares of Common Stock or cash on the Stated Value at an annual rate of 8% (which will increase to 15% after the occurrence and during the continuation of a Triggering Event (as defined in the Series B COD) until such time as any such Triggering Event is subsequently cured, in which case the adjustment shall cease to be effective as of the calendar day immediately following the date of such cure). Dividends will be payable upon conversion of the Series B Preferred Stock, upon any redemption, or upon any required payment upon any Bankruptcy Triggering Event (as defined in the Series B COD).

Conversion

Holders of Series B Preferred Stock are entitled to convert shares of Series B Preferred Stock into a number of shares of common stock determined by dividing the Stated Value (plus any accrued but unpaid dividends and other amounts due) by the conversion price. The initial conversion price is $3.50, subject to adjustment upon a stock split, stock dividend, stock combination, recapitalization or other similar transaction or in the event we sell or issue Common Stock at a price lower than the then-effective conversion price, including the issuance of options with an exercise price lower than the then-effective conversion price. Holders may not convert the Series B Preferred Stock to Common Stock to the extent such conversion would cause such holder’s beneficial ownership of Common Stock to exceed 4.99% of the outstanding Common Stock. In addition, we will not issue shares of Common Stock upon conversion of the Series B Preferred Stock in an amount exceeding 19.9% of the outstanding Common Stock as of the initial issuance date unless we receive shareholder approval for such issuances.

Holders may elect to convert shares of Series B Preferred Stock to Common Stock at an alternate conversion price equal to 80% (or 70% if our Common Stock is suspended from trading on or delisted from a principal trading market or if we have effected a reverse split of the Common Stock) of the lowest daily volume weighed average price of the common stock during the Alternate Conversion Measuring Period (as defined in the Series B COD). In the event we receive a conversion notice that elects an alternate conversion price, we may, at our option, elect to satisfy our obligation under such conversion with payment in cash in an amount equal to 110% of the conversion amount.

Upon the 24-month anniversary of the initial issuance date of the Series B Preferred Stock, all outstanding shares of Series B Preferred Stock will automatically convert to such number of shares of Common Stock determined by dividing the Stated Value of such shares of Series B Preferred Stock by the conversion price in effect at that time.

Redemption

At any time after the earlier of a holder’s receipt of a Triggering Event notice and such holder becoming aware of a Triggering Event and ending on the 20th trading day after the later of (x) the date such Triggering Event is cured and (y) such holder’s receipt of a Triggering Event notice, such holder may require us to redeem such holder’s shares of Series B Preferred Stock.

Upon any Bankruptcy Triggering Event (as defined in the Series B COD), we will be required to immediately redeem all of the outstanding shares of Series B Preferred Stock.

We will have the right at any time to redeem all or any portion of the Series B Preferred Stock then outstanding at a price equal to 110% of the Stated Value plus any accrued but unpaid dividends and other amounts due.

Voting

Holders of the Series B Preferred Stock will have the right to vote on an as-converted basis with the Common Stock, subject to the beneficial ownership limitation set forth in the Series B COD.

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 traded on the Nasdaq Capital Market under the symbol “BTCY”.

DESCRIPTION OF SECURITIES WE ARE OFFERING

We are offering up to [●] shares of our Common Stock to purchase up to [●] shares of Common Stock.

We are offering to certain purchasers whose purchase of shares of Common Stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding shares of Common Stock immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, Pre-Funded Warrants, in lieu of shares of Common Stock that otherwise would result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of Common Stock. Each Pre-Funded Warrant is exercisable for one share of Common Stock at an exercise price of $0.0001. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell, the number of shares of Common Stock we are offering will be decreased on a one-for-one basis.

Common Stock

The material terms and provisions of our Common Stock are described under the caption “Description of Capital Stock” in the accompanying base prospectus and are incorporated herein by reference.

Pre-Funded Warrants

The following summary of certain terms and provisions of the Pre-Funded Warrants that are being offered hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the Pre-Funded Warrants.

Duration and Exercise Price

Each Pre-Funded Warrant offered hereby will have an initial exercise price equal to $0.0001 per share of Common Stock. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until the Pre-Funded Warrants are exercised in full. The exercise price and number of shares issuable upon exercise is subject to appropriate proportional adjustment in the event of share dividends, share splits, reorganizations or similar events affecting our Common Stock and the exercise price.

Exercisability

The Pre-Funded Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice and, within the earlier of (i) two trading days and (ii) the number of trading days comprising the standard settlement period with respect to the Common Stock as in effect on the date of delivery of the notice of exercise thereafter, payment in full for the number of shares of Common Stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder may not exercise any portion of the Pre-Funded Warrant to the extent that the holder, together with its affiliates and any other persons acting as a group together with any such persons, would own more than 4.99% (or, at the election of the purchaser, 9.99%) of the number of shares of Common Stock outstanding immediately after exercise (the “Beneficial Ownership Limitation”); provided that a holder with a Beneficial Ownership Limitation of 4.99%, upon notice to us and effective sixty-one (61) days after the date such notice is delivered to us, may increase the Beneficial Ownership Limitation so long as it in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after exercise.

Cashless Exercise

If, at the time a holder exercises its Pre-Funded Warrants, a registration statement registering the issuance of the shares of Common Stock underlying the Pre-Funded Warrants under the Securities Act is not then effective or available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may only exercise its Pre-Funded Warrants (either in whole or in part), at such time by means of a cashless exercise in which the holder shall be entitled to receive upon such exercise the net number of shares of Common Stock determined according to a formula set forth in the Pre-Funded Warrants, which generally provides for a number of shares equal to (A) (1) the volume weighted average price on (x) the trading day preceding the notice of exercise, if the notice of exercise is executed and delivered on a day that is not a trading day or prior to the opening of “regular trading hours” on a trading day or (y) the trading day of the notice of exercise, if the notice of exercise is executed and delivered after the close of “regular trading hours” on such trading day, or (2) the bid price on the day of the notice of exercise, if the notice of exercise is executed during “regular trading hours” on a trading day and is delivered within two hours thereafter, less (B) the exercise price, multiplied by (C) the number of shares of Common Stock the Pre-Funded Warrant was exercisable into, with such product then divided by the number determined under clause (A) in this sentence.

Fractional Shares

No fractional shares of Common Stock will be issued upon the exercise of the Pre-Funded Warrants. Rather, we will, at our election, and in lieu of the issuance of such fractional share, either (i) pay cash in an amount equal to such fraction multiplied by the exercise price or (ii) round up to the next whole share issuable upon exercise of the Pre-Funded Warrant.

Transferability

Subject to applicable laws, a Pre-Funded Warrant may be transferred at the option of the holder upon surrender of the Pre-Funded Warrant to us together with the appropriate instruments of transfer and funds sufficient to pay any transfer taxes payable upon such transfer.

Trading Market

There is no trading market available for the Pre-Funded Warrants on any securities exchange or nationally recognized trading system. We do not intend to list the Pre-Funded Warrants on any securities exchange or nationally recognized trading system.”

Rights as a Stockholder

Except as otherwise provided in the Pre-Funded Warrants or by virtue of such holder’s ownership of shares of Common Stock, the holders of the Pre-Funded Warrants do not have the rights or privileges of holders of our Common Stock, including any voting rights, until they exercise their Pre-Funded Warrants.

Fundamental Transaction

In the event of a fundamental transaction, as described in the Pre-Funded Warrants and generally including any reorganization, recapitalization or reclassification of our Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding shares of Common Stock, the holders of the Pre-Funded Warrants will be entitled to receive upon exercise of the Pre-Funded Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental transaction.

Placement Agent Warrants

The following summary of certain terms and provisions of the Placement Agent Warrants that are being issued hereby is not complete and is subject to, and qualified in its entirety by, the provisions of the Placement Agent Warrants, the form of which will be filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of Placement Agent Warrant for a complete description of the terms and conditions of the Placement Agent Warrants.

Duration and Exercise Price

Each Placement Agent Warrant offered hereby will have an initial exercise price equal to $ per share of Common Stock (110% of the public offering price per share of Common Stock). The Placement Agent Warrants will be exercisable beginning on the date of issuance and will expire five years from the commencement of sales in this offering. The exercise price and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our Common Stock and the exercise price.

Exercisability

The Placement Agent Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our Common Stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of the Placement Agent Warrant to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of beneficial ownership of outstanding stock after exercising the holder’s Placement Agent Warrant up to 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Placement Agent Warrants and in accordance with the rules and regulations of the SEC.

Cashless Exercise

If, at the time a holder exercises its Placement Agent Warrants, a registration statement registering the issuance of the shares of Common Stock underlying the Placement Agent Warrants under the Securities Act is not then effective or available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Common Stock determined according to a formula set forth in the Placement Agent Warrants.

Fractional Shares

No fractional shares of Common Stock will be issued upon the exercise of the Placement Agent Warrants. Rather, we will, at our election, and in lieu of the issuance of such fractional share, either (i) pay cash in an amount equal to such fraction multiplied by the exercise price or (ii) round up to the next whole share issuable upon exercise of the Placement Agent Warrant.

Transferability

Subject to applicable laws, a Placement Agent Warrant may be transferred at the option of the holder upon surrender of the Placement Agent Warrant to us together with the appropriate instruments of transfer.

Trading Market

There is no trading market available for the Placement Agent Warrants on any securities exchange or nationally recognized trading system. We do not intend to list the Placement Agent Warrants on any securities exchange or nationally recognized trading system.

Rights as a Stockholder

Except as otherwise provided in the Placement Agent Warrants or by virtue of such holder’s ownership of shares of Common Stock, the holders of the Placement Agent Warrants do not have the rights or privileges of holders of our Common Stock, including any voting rights, until they exercise their Placement Agent Warrants.

Fundamental Transaction

In the event of a fundamental transaction, as described in the Placement Agent Warrants and generally including any reorganization, recapitalization or reclassification of our Common Stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding Common Stock, or any person or group becoming the beneficial owner of more than 50% of the voting power represented by our outstanding Common Stock, the holders of the Placement Agent Warrants will be entitled to receive upon exercise of the Placement Agent Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Placement Agent Warrants immediately prior to such fundamental transaction. In addition, in the event of a fundamental transaction which is approved by our board of directors, the holders of the Placement Agent Warrants have the right to require us or a successor entity to redeem the Placement Agent Warrant for cash in the amount of the Black-Scholes value of the unexercised portion of the Placement Agent Warrant on the date of the consummation of the fundamental transaction. In the event of a fundamental transaction which is not approved by our Board, the holders of the Placement Agent Warrants have the right to require us or a successor entity to redeem the Placement Agent Warrants for the consideration paid in the fundamental transaction in the amount of the Black Scholes value of the unexercised portion of the Placement Agent Warrant on the date of the consummation of the fundamental transaction.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion describes the material U.S. federal income tax consequences of the acquisition, ownership and disposition of the Common Stock and Pre-Funded Warrants acquired in this offering. This discussion is based on the current provisions of the Internal Revenue Code of 1986, as amended, referred to as the Code, existing and proposed U.S. Treasury regulations promulgated thereunder, and administrative rulings and court decisions in effect as of the date hereof, all of which are subject to change at any time, possibly with retroactive effect. No ruling has been or will be sought from the Internal Revenue Service, or IRS, with respect to the matters discussed below, and there can be no assurance the IRS will not take a contrary position regarding the tax consequences of the acquisition, ownership or disposition of the Common Stock or Pre-Funded Warrants, or that any such contrary position would not be sustained by a court.

We assume in this discussion that the shares of Common Stock or Pre-Funded Warrants will be held as capital assets (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxes, does not discuss the potential application of the Medicare contribution tax or the alternative minimum tax and does not address state or local taxes or U.S. federal gift and estate tax laws, except as specifically provided below with respect to non-U.S. holders, or any non-U.S. tax consequences that may be relevant to holders in light of their particular circumstances. This discussion also does not address the special tax rules applicable to particular holders, such as:

● persons who acquired our Common Stock or Pre-Funded Warrants as compensation for services;

● traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; ● persons that own, or are deemed to own, more than 5% of our Common Stock (except to the extent specifically set forth below); ● persons required for U.S. federal income tax purposes to conform the timing of income accruals to their financial statements under Section 451(b) of the Code (except to the extent specifically set forth below); ● persons for whom our Common Stock constitutes “qualified small business stock” within the meaning of Section 1202 of the Code or “Section 1244 stock” for purposes of Section 1244 of the Code; ● persons deemed to sell our Common Stock or Pre-Funded Warrants under the constructive sale provisions of the Code; ● banks or other financial institutions; ● brokers or dealers in securities or currencies; ● tax-exempt organizations or tax-qualified retirement plans; ● pension plans; ● regulated investment companies or real estate investment trusts; ● persons that hold the Common Stock or Pre-Funded Warrants as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment; ● insurance companies; ● controlled foreign corporations, passive foreign investment companies, or corporations that accumulate earnings to avoid U.S. federal income tax; and ● certain U.S. expatriates, former citizens, or long-term residents of the United States.

In addition, this discussion does not address the tax treatment of partnerships (including any entity or arrangement classified as a partnership for U.S. federal income tax purposes) or other pass-through entities or persons who hold shares of Common Stock or Pre-Funded Warrants through such partnerships or other entities which are pass-through entities for U.S. federal income tax purposes. If such a partnership or other pass-through entity holds shares of Common Stock or Pre-Funded Warrants, the treatment of a partner in such partnership or investor in such other pass-through entity generally will depend on the status of the partner or investor and upon the activities of the partnership or other pass-through entity. A partner in such a partnership and an investor in such other pass-through entity that will hold shares of Common Stock or Pre-Funded Warrants should consult his, her or its own tax advisor regarding the tax consequences of the ownership and disposition of shares of Common Stock or Pre-Funded Warrants through such partnership or other pass-through entity, as applicable.

This discussion of U.S. federal income tax considerations is for general information purposes only and is not tax advice. Prospective investors should consult their own tax advisors regarding the U.S. federal, state, local and non-U.S. income and other tax considerations of acquiring, holding and disposing of our Common Stock or Pre-Funded Warrants.

For the purposes of this discussion, a “U.S. Holder” means a beneficial owner of shares of Common Stock or Pre-Funded Warrants that is for U.S. federal income tax purposes (a) an individual citizen or resident of the United States, (b) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes), created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (d) a trust if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons (within the meaning of Section 7701(a)(30) of the Code) has the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a domestic trust. A “Non-U.S. Holder” is, for U.S. federal income tax purposes, a beneficial owner of shares of Common Stock or Pre-Funded Warrants that is not a U.S. Holder or a partnership for U.S. federal income tax purposes.

Potential Acceleration of Income

Under tax legislation signed into law in December 2017 commonly known as the Tax Cuts and Jobs Act of 2017, U.S. Holders that use an accrual method of accounting for tax purposes and have certain financial statements generally will be required to include certain amounts in income no later than the time such amounts are taken into account as revenue in such financial statements.

In addition, under the Inflation Reduction Act signed into law on August 16, 2022, certain large corporations (generally, corporations reporting at least $1 billion average adjusted pre-tax net income on their consolidated financial statements) are potentially subject to a 15% alternative minimum tax on the “adjusted financial statement income” of such large corporations for tax years beginning after December 31, 2022. The U.S. Treasury Department, the IRS, and other standard-setting bodies are expected to issue guidance on how the alternative minimum tax provisions of the Inflation Reduction Act will be applied or otherwise administered.

The application of these rules thus may require the accrual of income earlier than would be the case under the general tax rules described below, although the precise application of these rules is unclear at this time. U.S. Holders that use an accrual method of accounting should consult with their tax advisors regarding the potential applicability of this legislation to their particular situation.

Treatment of Pre-Funded Warrants

Although it is not entirely free from doubt, a pre-funded warrant should be treated as a share of Common Stock for U.S. federal income tax purposes and a holder of Pre-Funded Warrants should generally be taxed in the same manner as a holder of Common Stock, as described below. Accordingly, no gain or loss should be recognized upon the exercise of a Pre-Funded Warrant and, upon exercise, the holding period of a Pre-Funded Warrant should carry over to the share of Common Stock received. Similarly, the tax basis of the Pre-Funded Warrant should carry over to the share of Common Stock received upon exercise, increased by the exercise price of $0.0001 per share. Each holder should consult his, her or its own tax advisor regarding the risks associated with the acquisition of Pre-Funded Warrants pursuant to this offering (including potential alternative characterizations). The balance of this discussion generally assumes that the characterization described above is respected for U.S. federal income tax purposes.

Tax Considerations Applicable to U.S. Holders

Distributions

As discussed above, we currently anticipate that we will retain future earnings, if any, to finance the growth and development of our business and do not intend to pay cash dividends in respect of shares of Common Stock in the foreseeable future. In the event that we do make distributions on our Common Stock to a U.S. Holder, those distributions generally will constitute dividends for U.S. tax purposes to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital that is applied against and reduces, but not below zero, a U.S. Holder’s adjusted tax basis in our Common Stock. Any remaining excess will be treated as gain realized on the sale or exchange of shares of Common Stock as described below under the section titled “—Disposition of Common Stock or Pre-Funded Warrants.”

Certain Adjustments to Pre-Funded Warrants

The number of shares of Common Stock issued upon the exercise of the Pre-Funded Warrants and the exercise price of Pre-Funded Warrants are subject to adjustment in certain circumstances. Adjustments (or failure to make adjustments) that have the effect of increasing a U.S. Holder’s proportionate interest in our assets or earnings and profits may, in some circumstances, result in a constructive distribution to the U.S. Holder. Adjustments to the conversion rate made pursuant to a bona fide reasonable adjustment formula which has the effect of preventing the dilution of the interest of the holders of Pre-Funded Warrants generally should not be deemed to result in a constructive distribution. If an adjustment is made that does not qualify as being made pursuant to a bona fide reasonable adjustment formula, a U.S. Holder of Pre-Funded Warrants may be deemed to have received a constructive distribution from us, even though such U.S. Holder has not received any cash or property as a result of such adjustment. The tax consequences of the receipt of a distribution from us are described above under “Distributions.”

Disposition of Common Stock, Pre-Funded Warrants

Upon a sale or other taxable disposition (other than a redemption treated as a distribution, which will be taxed as described above under “Distributions”) of shares of Common Stock or Pre-Funded Warrants, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in the Common Stock or Pre-Funded Warrants sold. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the Common Stock or Pre-Funded Warrants exceeds one year. The deductibility of capital losses is subject to certain limitations. U.S. Holders who recognize losses with respect to a disposition of shares of Common Stock or Pre-Funded Warrants should consult their own tax advisors regarding the tax treatment of such losses.

Information Reporting and Backup Reporting

Information reporting requirements generally will apply to payments of distributions (including constructive distributions) on the Common Stock or Pre-Funded Warrants and to the proceeds of a sale or other disposition of Common Stock or Pre-Funded Warrants paid by us to a U.S. Holder unless such U.S. Holder is an exempt recipient, such as a corporation. Backup withholding will apply to those payments if the U.S. Holder fails to provide the holder’s taxpayer identification number, or certification of exempt status, or if the holder otherwise fails to comply with applicable requirements to establish an exemption.

Backup withholding is not an additional tax. Rather, any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS. U.S. Holders should consult their own tax advisors regarding their qualification for exemption from information reporting and backup withholding and the procedure for obtaining such exemption.

Tax Considerations Applicable to Non-U.S. Holders

Certain Adjustments to Warrants

As described under “—U.S. Holders—Certain Adjustments to Pre-Funded Warrants,” an adjustment to the Pre-Funded Warrants could result in a constructive distribution to a Non-U.S. Holder, which would be treated as described under “Distributions” below. Any resulting withholding tax attributable to deemed dividends would be collected from other amounts payable or distributable to the Non-U.S. Holder. Non-U.S. Holders should consult their tax advisors regarding the proper treatment of any adjustments to the Pre-Funded Warrants.

In addition, regulations governing “dividend equivalents” under Section 871(m) of the Code may apply to the Pre-Funded Warrants. Under those regulations, an implicit or explicit payment under Pre-Funded Warrants that references a dividend distribution on our Common Stock would possibly be taxable to a Non-U.S. Holder as described under “Distributions” below. Such dividend equivalent amount would be taxable and subject to withholding whether or not there is actual payment of cash or other property, and the Company may satisfy any withholding obligations it has in respect of the Pre-Funded Warrants by withholding from other amounts due to the Non-U.S. Holder. Non-U.S. Holders are encouraged to consult their own tax advisors regarding the application of Section 871(m) of the Code to the Pre-Funded Warrants.

Distributions

As discussed above, we currently anticipate that we will retain future earnings, if any, to finance the growth and development of our business and do not intend to pay cash dividends in respect of our Common Stock in the foreseeable future. In the event that we do make distributions on our Common Stock to a Non-U.S. Holder, those distributions generally will constitute dividends for U.S. federal income tax purposes as described in “—U.S. Holders—Distributions.” To the extent those distributions do not constitute dividends for U.S. federal income tax purposes (i.e., the amount of such distributions exceeds both our current and our accumulated earnings and profits), they will constitute a return of capital and will first reduce a Non-U.S. Holder’s basis in our Common Stock (determined separately with respect to each share of Common Stock), but not below zero, and then will be treated as gain from the sale of that share Common Stock as described below under the section titled “—Disposition of Common Stock or Pre-Funded Warrants.”

Any distribution (including constructive distributions) on shares of Common Stock that is treated as a dividend paid to a Non-U.S. Holder that is not effectively connected with the holder’s conduct of a trade or business in the United States will generally be subject to withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and the Non-U.S. Holder’s country of residence. To obtain a reduced rate of withholding under a treaty, a Non-U.S. Holder generally will be required to provide the applicable withholding agent with a properly executed IRS Form W-8BEN, IRS Form W-8BEN-E or other appropriate form, certifying the Non-U.S. Holder’s entitlement to benefits under that treaty. Such form must be provided prior to the payment of dividends and must be updated periodically. If a Non-U.S. Holder holds stock through a financial institution or other agent acting on the holder’s behalf, the holder will be required to provide appropriate documentation to such agent. The holder’s agent may then be required to provide certification to the applicable withholding agent, either directly or through other intermediaries. If you are eligible for a reduced rate of U.S. withholding tax under an income tax treaty, you should consult with your own tax advisor to determine if you are able to obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS.

We generally are not required to withhold tax on dividends paid (or constructive dividends deemed paid) to a Non-U.S. Holder that are effectively connected with the holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that the holder maintains in the United States) if a properly executed IRS Form W-8ECI, stating that the dividends are so connected, is furnished to us (or, if stock is held through a financial institution or other agent, to the applicable withholding agent). In general, such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular tax rates applicable to U.S. persons. A corporate Non-U.S. Holder receiving effectively connected dividends may also be subject to an additional “branch profits tax,” which is imposed, under certain circumstances, at a rate of 30% (or such lower rate as may be specified by an applicable treaty) on the corporate Non-U.S. Holder’s effectively connected earnings and profits, subject to certain adjustments.

See also the sections below titled “—Backup Withholding and Information Reporting” and “—Foreign Accounts” for additional withholding rules that may apply to dividends paid to certain foreign financial institutions or non-financial foreign entities.

Disposition of Common Stock or Pre-Funded Warrants

Subject to the discussions below under the sections titled “—Backup Withholding and Information Reporting” and “—Foreign Accounts,” a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax with respect to gain recognized on a sale or other disposition (other than a redemption treated as a distribution, which will be taxable as described above under “Distributions”) of shares of Common Stock or Pre-Funded Warrants unless:

● the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States, and if an applicable income tax treaty so provides, the gain is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States; in these cases, the Non-U.S. Holder will be taxed on a net income basis at the regular tax rates and in the manner applicable to U.S. persons, and if the Non-U.S. Holder is a corporation, an additional branch profits tax at a rate of 30%, or a lower rate as may be specified by an applicable income tax treaty, may also apply; ● the Non-U.S. Holder is a nonresident alien present in the United States for 183 days or more in the taxable year of the disposition and certain other requirements are met, in which case the Non-U.S. Holder will be subject to a 30% tax (or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s country of residence) on the net gain derived from the disposition, which may be offset by certain U.S.-source capital losses of the Non-U.S. Holder, if any; or ● the Common Stock constitutes a U.S. real property interest because we are, or have been at any time during the five-year period preceding such disposition (or the Non-U.S. Holder’s holding period of the Common Stock or Pre-Funded Warrants, if shorter), a “U.S. real property holding corporation,” unless the Common Stock is regularly traded on an established securities market, as defined by applicable Treasury Regulations, and the Non-U.S. Holder held no more than 5% of our outstanding Common Stock, directly or indirectly, during the shorter of the five-year period ending on the date of the disposition or the period that the Non-U.S. Holder held the Common Stock. Special rules may apply to the determination of the 5% threshold in the case of a holder of Pre-Funded Warrants. Non-U.S. Holders are urged to consult their own tax advisors regarding the effect of holding Pre-Funded Warrants on the calculation of such 5% threshold. Generally, a corporation is a “U.S. real property holding corporation” if the fair market value of its “U.S. real property interests” (as defined in the Code and applicable regulations) equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. Although there can be no assurance, we believe that we are not currently, and we do not anticipate becoming, a “U.S. real property holding corporation” for U.S. federal income tax purposes. No assurance can be provided that the Common Stock will be regularly traded on an established securities market for purposes of the rules described above. Non-U.S. Holders are urged to consult their own tax advisors regarding the U.S. federal income tax considerations that could result if we are, or become a “U.S. real property holding corporation.”

See the sections titled “—Backup Withholding and Information Reporting” and “—Foreign Accounts” for additional information regarding withholding rules that may apply to proceeds of a disposition of the Common Stock or Pre-Funded Warrants paid to foreign financial institutions or non-financial foreign entities.

Backup Withholding and Information Reporting

We must report annually to the IRS and to each Non-U.S. Holder the gross amount of the distributions (including constructive distributions) on the Common Stock or Pre-Funded Warrants paid to such holder and the tax withheld, if any, with respect to such distributions. Non-U.S. Holders may have to comply with specific certification procedures to establish that the holder is not a U.S. person (as defined in the Code) in order to avoid backup withholding at the applicable rate, currently 24%, with respect to dividends (or constructive dividends) on the Common Stock or Pre-Funded Warrants. Generally, a holder will comply with such procedures if it provides a properly executed IRS Form W-8BEN (or other applicable Form W-8) or otherwise meets documentary evidence requirements for establishing that it is a Non-U.S. Holder, or otherwise establishes an exemption. Dividends paid to Non-U.S. Holders subject to withholding of U.S. federal income tax, as described above under the heading “Distributions,” will generally be exempt from U.S. backup withholding.

Information reporting and backup withholding generally will apply to the proceeds of a disposition of the Common Stock or Pre-Funded Warrants by a Non-U.S. Holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies its status as a Non-U.S. Holder and satisfies certain other requirements, or otherwise establishes an exemption. Generally, information reporting and backup withholding will not apply to a payment of disposition proceeds to a Non-U.S. Holder where the transaction is effected outside the United States through a non-U.S. office of a broker. However, for information reporting purposes, dispositions effected through a non-U.S. office of a broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositions effected through a U.S. office of a broker. Non-U.S. Holders should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them.

Copies of information returns may be made available to the tax authorities of the country in which the Non-U.S. Holder resides or is incorporated under the provisions of a specific treaty or agreement.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a Non-U.S. Holder can be refunded or credited against the Non-U.S. Holder’s U.S. federal income tax liability, if any, provided that an appropriate claim is timely filed with the IRS.

Foreign Accounts

The Foreign Account Tax Compliance Act, or FATCA, generally imposes a 30% withholding tax on dividends (including constructive dividends) on the Common Stock or Pre-Funded Warrants if paid to a non-U.S. entity unless (i) if the non-U.S. entity is a “foreign financial institution,” the non-U.S. entity undertakes certain due diligence, reporting, withholding, and certification obligations, (ii) if the non-U.S. entity is not a “foreign financial institution,” the non-U.S. entity identifies certain of its U.S. investors, if any, or (iii) the non-U.S. entity is otherwise exempt under FATCA.

Withholding under FATCA generally will apply to payments of dividends (including constructive dividends) on our Common Stock or Pre-Funded Warrants. While withholding under FATCA would have also applied to payments of gross proceeds from a sale or other disposition of the Common Stock or Pre-Funded Warrants, under proposed U.S. Treasury Regulations withholding on payments of gross proceeds is not required. Although such regulations are not final, applicable withholding agents may rely on the proposed regulations until final regulations are issued.

An intergovernmental agreement between the United States and an applicable foreign country may modify the requirements described in this section. Under certain circumstances, a holder may be eligible for refunds or credits of the tax. Holders should consult their own tax advisors regarding the possible implications of FATCA on their investment in the Common Stock or Pre-Funded Warrants.

Federal Estate Tax

Common Stock owned or treated as owned by an individual who is not a citizen or resident of the United States (as specially defined for U.S. federal estate tax purposes) at the time of death will be included in the individual’s gross estate for U.S. federal estate tax purposes and, therefore, may be subject to U.S. federal estate tax, unless an applicable estate tax or other treaty provides otherwise. The foregoing may also apply to Pre-Funded Warrants. A Non-U.S. Holder should consult his, her, or its own tax advisor regarding the U.S. federal estate tax consequences of the ownership or disposition of shares of the Common Stock and Pre-Funded Warrants.

The preceding discussion of material U.S. federal tax considerations is for information only. It is not tax advice. Prospective investors should consult their own tax advisors regarding the particular U.S. federal, state, local and non-U.S. tax consequences of purchasing, holding and disposing of the Common Stock or Pre-Funded Warrants, including the consequences of any proposed changes in applicable laws.

PLAN OF DISTRIBUTION

A.G.P./Alliance Global Partners has agreed to act as our exclusive placement agent in connection with this offering subject to the terms and conditions of the placement agency agreement dated February [●], 2024. The Placement Agent is not purchasing or selling any of the securities offered by this prospectus, nor is it required to arrange for the purchase or sale of any specific number or dollar amount of securities, but has agreed to use its reasonable best efforts to arrange for the sale of the securities offered hereby. Therefore, we may not sell the entire amount of securities offered pursuant to this prospectus. We will enter into a securities purchase agreement directly with certain investors, at the investor’s option, who purchase our securities in this offering. Investors who do not enter into a securities purchase agreement shall rely solely on this prospectus and the documents incorporated by reference herein in connection with the purchase of our securities in this offering. In addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the investors which enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract is material to larger investors in this offering as a means to enforce the following covenants uniquely available to them under the securities purchase agreement: (i) a covenant to not enter into variable rate financings for a period of 180 days following the closing of the offering, subject to an exception; and (ii) a covenant to not enter into any equity financings for 90 days from closing of the offering, subject to certain exceptions.

We will deliver the securities being issued to the investors upon receipt of such investor’s funds for the purchase of the securities offered pursuant to this prospectus. We will deliver the securities being offered pursuant to this prospectus upon closing. We expect this offering to be completed not later than two (2) business days following the commencement of this offering. We will deliver all securities to be issued in connection with this offering delivery versus payment (“DVP”)/receipt versus payment (“RVP”) upon receipt of investor funds received by us. We expect to deliver the securities being offered pursuant to this prospectus on or about , 2024.

We have agreed to indemnify the Placement Agent and specified other persons against specified liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and to contribute to payments the Placement Agent may be required to make in respect thereof.

Fees and Expenses

We have agreed to pay the Placement Agent a fee based on the aggregate proceeds as set forth in the table below:

Per Share

Per Pre-Funded Warrant

Total

Public offering price

Placement Agent’s fees (1)

Proceeds to us, before expenses(2)

(1)	We have agreed to pay the Placement Agent a total cash fee equal to 7.0% of the gross proceeds of the offering, except that, with respect to proceeds raised in this offering from [●] shares of Common Stock to be sold to certain identified investors, the placement agent fee will be 3.5% of such proceeds.
(2)	Does not include proceeds from the exercise of the Pre-Funded Warrants in cash, if any.

We have also agreed to reimburse the Placement Agent at the closing for legal and other expenses incurred by it in connection with the offering in an aggregate amount equal to $75,000, and pay the Placement Agent a non-accountable expense allowance up to $25,000. We estimate the total expenses payable by us for this offering, excluding the Placement Agent fees and expenses, will be approximately $225,000.

Placement Agent Warrants

We have also agreed to issue to the Placement Agent warrants (the “Placement Agent Warrants”) to purchase shares of our Common Stock as a portion of its compensation payable in connection with this offering. The Placement Agent Warrants are exercisable immediately and will be exercisable for a period of five years from the date of commencement of sales of this offering at an exercise price equal to $[ ] (110% of the public offering price per share). The Placement Agent Warrants may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities by any person, for a period of 180 days beginning on the date of commencement of sales of this offering.

The Placement Agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the resale of the shares sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the Placement Agent would be required to comply with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of shares by the Placement Agent acting as principal. Under these rules and regulations, the Placement Agent:

● may not engage in any stabilization activity in connection with our securities; and ● may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

Lock-Up Agreements

Our directors and officers have entered into lock-up agreements. Under these agreements, these individuals agreed, subject to specified exceptions, not to sell or transfer any shares of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock during a period ending 90 days after the completion of this offering, without first obtaining the written consent of the Placement Agent. Specifically, these individuals agreed, in part, subject to certain exceptions, not to:

● offer for sale, sell, pledge, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the transfer or disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock; or ● enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of Common Stock.

No Sales of Similar Securities

We have agreed, subject to certain exceptions, not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of, any shares of Common Stock (or securities convertible into or exercisable for Common Stock) or, subject to certain exceptions, file any registration statement, including any amendments or supplements thereto (other than the prospectus supplement, registration statement or amendment to the registration statement relating to the securities offered hereunder and a registration statement on Form S-8), until 90 days after the completion of this offering. We have also agreed not to enter into a variable rate transaction (as defined in the securities purchase agreement) for 180 days after the completion of this offering and not to reduce the exercise price of any warrants or other common stock equivalents that we issued prior to the closing of this offering, until the first anniversary of the closing date of this offering.

Discretionary Accounts

The Placement Agent does not intend to confirm sales of the securities offered hereby to any accounts over which it has discretionary authority.

Determination of Offering Price and Warrant Exercise Price

The actual offering price of the securities we are offering, and the exercise price of the Pre-Funded Warrants that we are offering, were negotiated between us, the placement agent and the investors in the offering based on the trading of our shares of Common Stock prior to the offering, among other things. Other factors considered in determining the public offering price of the securities we are offering, as well as the exercise price of the Pre-Funded Warrants that we are offering, include our history and prospects, the stage of development of our business, our business plans for the future and the extent to which they have been implemented, an assessment of our management, the general conditions of the securities markets at the time of the offering and such other factors as were deemed relevant.

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.

Electronic Distribution

A prospectus in electronic format may be made available on a website maintained by the Placement Agent. In connection with the offering, the Placement Agent or selected dealers may distribute prospectuses electronically. No forms of electronic prospectus other than prospectuses that are printable as Adobe® PDF will be used in connection with this offering.

Other than the prospectus in electronic format, the information on the placement agent’s website and any information contained in any other website maintained by the Placement Agent is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the Placement Agent in its capacity as placement agent and should not be relied upon by investors.

Listing

Our Common Stock is listed on the Nasdaq under the symbol “BTCY.” On February [●], 2024, the last reported sale price of our Common Stock on the Nasdaq was $[●] per share. We do not plan to list the Pre-Funded Warrants on the Nasdaq or any other securities exchange or trading market.

Other Activities and Relationships

The Placement Agent and certain of its affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The Placement Agent and certain of its affiliates have, from time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for us and our affiliates, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the Placement Agent and certain of its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments issued by us and our affiliates. If the Placement Agent or its affiliates have a lending relationship with us, they routinely hedge their credit exposure to us consistent with their customary risk management policies. The Placement Agent and its affiliates may hedge such exposure by entering into transactions that consist of either the purchase of credit default swaps or the creation of short positions in our securities or the securities of our affiliates, including potentially the Common Stock offered hereby. Any such short positions could adversely affect future trading prices of the Common Stock offered hereby. The Placement Agent and certain of its affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

This prospectus may be made available in electronic format on a website maintained by A.G.P., and A.G.P. may distribute this prospectus electronically.

The foregoing does not purport to be a complete statement of the terms and conditions of the placement agency agreement or the securities purchase agreement entered into in connection with this offering, copies of which have been filed as exhibits to the registration statement of which this prospectus is a part. See “Where You Can Find More Information.”

EXPERTS

The consolidated financial statements as of March 31, 2023 and 2022, and for the years then ended, incorporated by reference in this prospectus and in the registration statement have been so incorporated in reliance on the report of SRCO Professional Corporation, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.

LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for us by Blank Rome LLP, New York, New York. The Placement Agent is being represented by Thompson Hine LLP, New York, New York, in connection with this offering.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed with the registration statement. For further information about us and the securities offered hereby, we refer you to the registration statement and the exhibits filed with the registration statement. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. The SEC also maintains an internet website that contains reports, proxy statements and other information about registrants, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

We are required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Exchange Act. These reports, proxy statements, and other information will be available on the website of the SEC referred to above.

We also maintain a website at www.biotricity.com, through which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on or accessed through our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

INDEX TO FINANCIAL STATEMENTS

Table of Contents

Report of Independent Registered Public Accounting Firm (PCAOB ID: 5828)	F-1
Consolidated Financial Statements for the years ended March 31, 2023 and 2022:
Consolidated Financial Statements for the years ended March 31, 2025 and 2024:
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations and Comprehensive Loss	F-4
Consolidated Statements of Stockholders’ Deficiency	F-5
Consolidated Statements of Mezzanine Equity and Stockholders’ Deficiency	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7 - F-3240

Condensed Consolidated Balance Sheets as of December 31, 2023 (unaudited) and March 31, 2023 (audited)	F-34
Condensed Consolidated Interim Balance Sheets at September 30, 2025 (unaudited) and March 31, 2025 (audited)	F-41
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended December 31, 2023 and 2022 (unaudited)	F-35
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the three and six months ended September 30, 2025 and 2024 (unaudited)	F-42
Condensed Consolidated Statements of Stockholders’ Deficiency for the three and nine months ended December 31, 2023 and 2022 (unaudited)	F-36
Condensed Consolidated Interim Statements of Mezzanine Equity and Stockholders’ Deficiency for the three and six months ended September 30, 2025 and 2024 (unaudited)	F-43
Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2023 and 2022 (unaudited)	F-40
Condensed Consolidated Interim Statements of Cash Flows for the three and six months ended September 30, 2025 and 2024 (unaudited)	F-45
Notes to the Condensed Consolidated Financial Statements	F-41 - F-65
Notes to the Condensed Consolidated Interim Financial Statements	F-46

9858

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Biotricity Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Biotricity Inc. and its subsidiary (the Company) as of March 31, ~~2023~~2025 and ~~2022~~2024 and the related consolidated statements of operations and comprehensive loss, mezzanine equity and stockholders’ deficiency, and cash flows for each of the years in the two-year period ended March 31, ~~2023~~2025 and related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as at March 31, ~~2023~~2025 and ~~2022~~2024 and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, ~~2023~~2025, in conformity with accounting principles generally accepted in the United States of America.

Material Uncertainty Related to Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred recurring losses from operations, has negative cash flows from operating activities, working capital deficiency and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

F-1

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Derivative Liabilities

Critical Audit Matter Description

As described further in Notes 5 and 8 to the financial statements, the Company determined that the conversion features and redemption features of its convertible promissory notes, certain warrants, and Series A and Series B preferred shares, issued in conjunction with financing arrangements required to be accounted for as derivative liabilities. The derivative liabilities are recorded at fair value when issued and subsequently re-measured to fair value each reporting period. These derivatives require valuation techniques that may include complex models and non-observable inputs, requiring management’s estimation and judgment.

How the Critical Audit Matter was Addressed in the Audit

To test the valuation of the derivative liabilities, our audit procedures included, among others, reviewing the terms of the underlying instruments, testing management’s process for developing the fair value measurement, evaluating the appropriateness of the methodologies used in the valuation model and testing the reasonableness of the significant assumptions and inputs used. We have also evaluated the financial statement disclosures related to these matters.

~~/s/~~Accounting and ~~SRCO~~classification Professional Corporation We have served as the Company’s auditor since 2015 Richmond Hill, Ontario, Canada June 29, 2023 CHARTERED PROFESSIONAL ACCOUNTANTS Authorized to practice public accounting by the Chartered Professional Accountants of ~~Ontario~~mezzanine equity

Critical Audit Matter Description

As described further in Note 9 to the financial statements, the Company identified that the Series B preferred shares are required to be accounted for and classified as mezzanine equity. The accounting and classification of Series B preferred shares requires significant management judgment in applicable accounting guidance in these areas and the significant nature of the financing arrangement.

How the Critical Audit Matter was Addressed in the Audit

To test the accounting and classification related to the mezzanine equity, our audit procedures included, among others, examining and evaluating the underlying financing terms and agreements, and assessing the Company’s analysis of the accounting of the mezzanine equity, in accordance with relevant accounting standards. We have also evaluated the financial statement disclosures related to these matters.

/s/ SRCO Professional Corporation

We have served as the Company’s auditor since 2015

Richmond Hill, Ontario, Canada

July 15, 2025

CHARTERED PROFESSIONAL ACCOUNTANTS

Authorized to practice public accounting by the

Chartered Professional Accountants of Ontario

F-2

BIOTRICITY INC.

CONSOLIDATED BALANCE SHEETS

(Expressed in US Dollars)

	As at March 31, 2023			As at March 31, 2022
	As at March 31, 2025			As at March 31, 2024
	$			$
CURRENT ASSETS
Cash		~~570~~365,~~460~~145			12786,~~066,929~~060
Accounts receivable, net		1,~~224~~658,~~137~~772			21,~~006~~468,~~678~~655
Inventories [Note 3]		2,337,006			842,924
Inventory [Note 3]		1,555,385			1,879,402
Deposits and other receivables		~~588~~1,~~599~~059,990			~~406~~336,~~280~~456
Total current assets		4,~~720~~639,~~202~~292			154,~~322~~470,~~811~~573
Deposits [Note 12]		85,000			85,000
Deposits and other receivables [Note 12]		109,297			85,000
Long-term accounts receivable		9670,~~344~~713			—149,907
Property and equipment [Note 13]		219,~~506~~599			2715,~~459~~552
Operating right of use asset [Note 12]		1,587,492			1,242,700
Operating right of use assets [Note 12]		812,053			1,221,593
TOTAL ASSETS		65,~~510~~640,~~544~~954			165,~~677~~942,~~970~~625
CURRENT LIABILITIES
Accounts payable and accrued liabilities [Note 4]		57,~~042~~661,~~476~~924			29,~~595~~613,~~747~~118
Convertible promissory notes and short term loans [Note 5]		49,~~774~~618,~~468~~738			19,~~540~~236,~~000~~471
Term loan, current [Note 6]
Term loan, current		2,400,000			2,400,000
Derivative liabilities [Note 8]		1424,~~008,216~~200			~~520~~991,~~747~~866
Operating lease obligations, current [Note 12]		335,608			210,320
Advance from customers
Total current liabilities		11,160,768			4,866,814
Operating lease obligations, current [Note 10]		531,286			457,371
Total current liabilities		20,636,148			22,698,826
Federally guaranteed loans [Note 7]		870,800			870,800
Term loan [Note 6]		12,~~178~~271,~~809~~559			119,~~612~~985,~~672~~033
Derivative liabilities [Note 8]		~~759~~1,~~065~~478,717			~~352~~1,~~402~~435,668
Operating lease obligations [Note 12]		1,386,487			1,120,018
Operating lease obligations		397,830			929,115
TOTAL LIABILITIES		2635,~~355~~655,~~929~~054			1835,~~822~~919,~~706~~442
Mezzanine Equity
MEZZANINE EQUITY
Series B Convertible Redeemable preferred stock, $0.001 par value, 600 and no shares authorized as of December 31, 2023 and March 31, 2023, respectively, 220 and no shares issued and outstanding as of December 31, 2023 and March 31, 2023, respectively [Note 9]		-			-
Series B Convertible Redeemable preferred stock, 0.001 par value, 600 shares authorized as of March 31, 2025 and March 31, 2024, respectively, 385and 265 shares issued and outstanding as of March 31, 2025 and March 31, 2024, respectively [Note 9]		2,000,290			1,488,920
STOCKHOLDERS’ DEFICIENCY
Preferred stock, $0.001 par value, 9,980,000 authorized as at March 31, 2023 and March 31, 2022, 1 share issued and outstanding as at March 31, 2023 and March 31, 2022 [Note 9]		1			1
Preferred stock, $0.001 par value, 9,979,400 shares authorized as of March 31, 2025 and March 31, 2024, respectively, 1 share issued and outstanding as of March 31, 2025 and March 31, 2024 [Note 9]		1			1
Series A preferred stock, $0.001 par value, 20,000 authorized as at March 31, 2023 and March 31, 2022, respectively, 6,304 and 7,200 preferred shares issued and outstanding as at March 31, 2023 and as at March 31, 2022, respectively [Note 9]		6			7
Preferred stock, $0.001 par value, 20,000 authorized as at March 31, 2025 and March 31, 2024, respectively, 201 and 6,304 preferred shares issued and outstanding as at March 31, 2025 and as at March 31, 2024, respectively [Note 9]		-			6
Preferred stock, value		6-			76
Common stock, $0.001 par value, 125,000,000 authorized as at March 31, 2023 and March 31, 2022. Issued and outstanding common shares: 51,047,864 and 49,810,322 as at March 31, 2023 and March 31, 2022, respectively, and exchangeable shares of 1,466,718 outstanding as at March 31, 2023 and March 31, 2022 [Note 9]		52,514			51,277
Common stock, $0.001 par value, 125,000,000 authorized as at March 31, 2025 and March 31, 2024, respectively. Issued and outstanding common shares: 26,081,295 and 9,353,768 as at March 31, 2025 and March 31, 2024, respectively, and exchangeable shares of 160,672 outstanding as at March 31, 2025 and March 31, 2024, respectively [Note 9]		26,243			9,515
Shares to be issued, 23,723 and 123,817 shares of common stock as at March 31, 2023 and March 31, 2022, respectively) [Note 9]		24,999			102,299
Shares to be issued (581,599 and 324,276 shares of common stock as at March 31, 2025 and March 31, 2024, respectively) [Note 9]		284,244			269,065
Additional paid-in-capital		92106,~~800~~971,~~717~~115			9195,~~507~~723,~~478~~083
Accumulated other comprehensive loss		(152,797	)		(768,656	)
Accumulated other comprehensive gain (loss)		145,792			32,378
Accumulated deficit		(~~112~~139,~~570~~441,~~825~~785	)		(93127,~~037~~499,~~142~~785	)
TOTAL STOCKHOLDERS’ DEFICIENCY		(19,845,385	)		(2,144,736	)
Total stockholders’ deficiency		(32,014,390	)		(31,465,737	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		6,510,544			16,677,970
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIENCY		5,640,954			5,942,625

Commitments and contingencies [Note 11]

Subsequent ~~Events~~events [Note 14]

See accompanying notes to consolidated financial statements

F-3

BIOTRICITY INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in US Dollars)

	Year Ended March 31, 2023			Year Ended March 31, 2022
	Year Ended March 31, 2025			Year Ended March 31, 2024
	$			$
REVENUE		913,~~639~~790,~~057~~294			712,~~650~~063,~~269~~345
Cost of Revenue		43,~~197~~225,~~024~~803			3,~~080~~707,~~116~~064
GROSS PROFIT		510,~~442~~564,~~033~~491			48,~~570~~356,~~153~~281
OPERATING EXPENSES
EXPENSES
Selling, general and administrative expenses		1710,~~621~~857,~~865~~797			1814,~~562~~612,~~369~~724
Research and development expenses		32,~~229~~155,~~879~~660			2,~~744~~571,~~587~~826
TOTAL OPERATING EXPENSES		2013,~~851~~013,~~744~~457			2117,~~306~~184,~~956~~550
LOSS FROM OPERATIONS		(152,~~409~~448,~~711~~966	)		(168,~~736~~828,~~803~~269	)
Interest expense		(1,839,159	)		(1,283,570	)
Other income/(expense) [Notes 3, 5]		(78,569	)		(102,607	)
Accretion and amortization expenses [Note 5,6]		(743,459	)		(9,286,023	)
Interest expense [Notes 5, 6, 7]		(3,262,038	)		(3,018,803	)
Change in fair value of derivative liabilities [Note 8]		(483,873	)		(683,559	)
Gain/(Loss) upon convertible promissory notes conversion and redemption [Note 5]		(137,934	)		18,539
Loss upon convertible promissory notes conversion and redemption [Note 9]		(71,119	)		(1,155,642	)
Accretion and amortization expenses [Notes 5, 6]		(1,939,816	)		(2,172,920	)
Other (expense) income		(110,822	)		15,120
Change in fair value of derivative liabilities and warrants [Note 8]		(553,856	)		9,777
NET LOSS BEFORE INCOME TAXES		(188,~~658~~421,~~143~~179	)		(2914,~~130~~094,~~477~~283	)
Income taxes [Note 10]		—			—
NET LOSS BEFORE DIVIDENDS		(188,~~658~~421,~~143~~179	)		(2914,~~130~~094,~~477~~283	)
Adjustment: Preferred Stock Dividends		(875,540	)		(1,088,977	)
Preferred Stock Dividends		(466,141	)		(834,677	)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS		(19,533,683	)		(30,219,454	)
Deemed Dividends [Note 9]		(3,054,680	)		—
Translation adjustment		615,859			(134,470	)
Accretion to Series B Preferred Shares
COMPREHENSIVE LOSS		(18,917,824	)		(30,353,924	)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS		(11,942,000	)		(14,928,960	)
LOSS PER SHARE, BASIC AND DILUTED		(0.376	)		(0.665	)
Translation adjustment		113,414			185,175
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		51,957,841			45,449,720
COMPREHENSIVE LOSS		(11,828,586	)		(14,743,785	)
LOSS PER SHARE, BASIC AND DILUTED		(0.555	)		(1.660	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		21,524,884			8,991,766

See accompanying notes to the consolidated financial statements

F-4

BIOTRICITY, INC.

CONSOLIDATED STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIENCY

(Expressed in US Dollars)

	Preferred stock						Common stock and exchangeable common shares						Shares to be Issued						Additional paid in capital			Accumulated other comprehensive (loss) income			Accumulated deficit			Total
	Shares			$			$			Shares			$			Shares			$			Shares			$			$			$		$			$
	Shares			$			Shares			$			Shares			$			$			$			$			$
	Mezzanine Equity						Total Mezzanine Equity			Preferred stock						Common stock and exchangeable common shares						Shares to be Issued						Additional paid in capital			Accumulated other comprehensive (loss) income		Accumulated deficit			Total Stockholders’ Deficiency
Balance, March 31, 2022		7,201			8			51,277,040			51,277			123,817			102,299			91,507,478			(768,656	)		(93,037,142	)		(2,144,736	)
	Shares			$			$			Shares			$			Shares			$			Shares			$			$			$		$			$
Conversion of convertible notes into common shares [Note 9]		—			—			761,038			761			—			—			843,161			—			—			843,922
Balance, March 31, 2024		265			1,488,920			1,488,920			6,305			7			9,514,440			9,515			344,276			269,065			95,723,083			32,378		(127,499,785	)		(31,465,737	)
Preferred stock purchased back via cash		(896	)		(1	)		—			—			—			—			(777,174	)		—			—			(777,175	)
Issuance of common shares to adjust for rounding effect of Reverse Split [Note 9]
Issuance of shares for services [Note 9]		—			—			132,202			132			—			—			150,286			—			—			150,418
Issuance of common shares to adjust for rounding effect of Reverse Split [Note 9], shares
Issuance of warrants for services [Note 9]		—			—			—			—			—			—			232,526			—			—			232,526
Issuance of mezzanine equity [Note 9]		220			1,082,999			1,082,999			—			—			—			—			—			—			—			—		—			—
Exercise of warrants for cash [Note 9]		—			—			71,792			72			(100,094	)		(77,300	)		47,228			—			—			(30,000	)
Issuance of common shares for private placement [Note 9]
Exchange of warrants for promissory notes		—			—			—			—			—			—			(71,768	)		—			—			(71,768	)
Issuance of common shares for private placement [Note 9], shares
Issuance of shares in lieu of convertible note interest [Note 9]		—			—			270,270			270			—			—			221,351			—			—			221,621
Issuance of warrants for brokers [Note 9]
Issuance of common shares for private placement [Note 9]
Issuance of common shares from at-the-market transaction [Note 9]		—			—			—			—			—			97,811			98			—			—			125,129			—		—			125,227
Issuance of common shares for private placement [Note 9], shares
Conversion of mezzanine equity into common shares [Note 9]		(100	)		(571,630	)		(571,630	)		—			—			4,365,022			4,365			(320,321	)		(228,786	)		1,240,257			—		—			1,015,836
Issuance of preferred shares for private placement investors [Note 9]
Conversion of preferred shares into common shares [Note 9]		—			—			—			(6,104	)		(6	)		8,952,170			8,952			—			—			4,925,756			—		—			4,934,702
Issuance of preferred shares for private placement investors [Note 9], shares
Conversion of convertible notes into common shares [Note 9		—			—			—			—			—			1,595,445			1,595			577,644			259,245			2,170,338			—		—			2,431,178
Derivative liabilities adjustment pursuant to issuance of preferred shares [Note 8] [Note 9]
Issuance of shares for services [Note 9]		—			—			—			—			—			716,666			717			(20,000	)		(15,280	)		335,446			—		—			320,883
Issuance of shares from uplisting [Note 9]
Issuance of shares for settlement of accounts payable [Note 9]		—			—			—			—			—			1,000,413			1,000			—			—			989,408			—		—			990,409
Issuance of shares from uplisting [Note 9], shares
Stock based compensation - ESOP [Note 9]		—			—			—			—			—			—			—			—			—			1,461,698			—		—			1,461,698
Issuance of warrants for private placement holders [Note 9]
Translation adjustment		—			—			—			—			—			—			—			—			—			—			113,414		—			113,414
Issuance of warrants for brokers [Note 9]
Net loss before dividends for the period		—			—			—			—			—			—			—			—			—			—			—		(8,421,179	)		(8,421,179	)
Conversion of preferred shares into common shares [Note 9]
Preferred stock dividends		—			—			—			—			—			—			—			—			—			—			—		(466,141	)		(466,141	)
Conversion of preferred shares into common shares [Note 9], shares
Deemed Dividend		—			—			—			—			—			—			—			—			—			—			—		(3,054,680	)		(3,054,680	)
Preferred stock purchased back via cash
Balance, March 31, 2025		385			2,000,290			2,000,290			201			1			26,241,967			26,243			581,599			284,244			106,971,115			145,792		(139,441,785	)		(32,014,390	)
Preferred stock purchased back via cash, shares
Cashless exercise of warrants
Cashless exercise of warrants, shares
Stock based compensation - ESOP [Note 9]		—			—			—			—			—			—			647,631			—			—			647,631
Cashless exercise of options [Note 9]		—			—			2,240			2			—			—			(2)			—			—			—
Translation adjustment		—			—			—			—			—			—			—			615,859			—			615,859
Net loss before dividends for the year		—			—			—			—			—			—			—			—			(18,658,143	)		(18,658,143	)
Preferred stock dividends		—			—			—			—			—			—			—			—			(875,540	)		(875,540	)
Balance, March 31, 2023		6,305			7			52,514,582			52,514			23,723			24,999			92,800,717			(152,797	)		(112,570,825	)		(19,845,385	)
Balance, March 31, 2021		8,046			9			39,014,942			39,015			268,402			280,960			56,298,726			(634,186	)		(62,817,688	)		(6,833,164	)
Balance		8,046			9			39,014,942			39,015			268,402			280,960			56,298,726			(634,186	)		(62,817,688	)		(6,833,164	)
Issuance of common shares for private placement [Note 9]		—			—			69,252			69			—			—			249,931			—			—			250,000
Issuance of preferred shares for private placement investors [Note 9]		100			—			—			—			—			—			100,000			—			—			100,000
Derivative liabilities adjustment pursuant to issuance of preferred shares [Note 8] [Note 9]		—			—			—			—			—			—			(17,084	)		—			—			(17,084	)
Issuance of shares from uplisting [Note 9]		—			—			5,382,331			5,382			—			—			14,540,423			—			—			14,545,805
Conversion of convertible notes into common shares [Note 9]		—			—			4,715,346			4,715			(19,263	)		(38,460	)		15,712,199			—			—			15,678,454
Conversion of preferred shares into common shares [Note 9]		(715	)		(1	)		288,756			289			—			—			633,517			—			—			633,805
Preferred stock purchased back via cash		(230	)		—			—			—			—			—			(193,448	)		—			—			(193,448	)
Issuance of shares for services [Note 9]		—			—			701,688			702			(250,000	)		(242,500	)		1,656,247			—			—			1,414,449
Exercise of warrants for cash [Note 9]		—			—			658,355			658			123,678			102,299			873,285			—			—			976,242
Issuance of warrants for services [Note 9]		—			—			—			—			—			—			740,156			—			—			740,156
Stock based compensation - ESOP [Note 9]		—			—			—			—			—			—			913,613			—			—			913,613
Cashless exercise of warrants		—			—			446,370			447			1,000			—			(87	)		—			—			360
Translation adjustment		—			—			—			—			—			—			—			(134,470	)		—			(134,470	)
Net loss before dividends for the year		—			—			—			—			—			—			—			—			(29,130,477	)		(29,130,477	)
Preferred stock dividends		—			—			—			—			—			—			—			—			(1,088,977	)		(1,088,977	)
Balance, March 31, 2022		7,201			8			51,277,040			51,277			123,817			102,299			91,507,478			(768,656	)		(93,037,142	)		(2,144,736	)
Balance		7,201			8			51,277,040			51,277			123,817			102,299			91,507,478			(768,656	)		(93,037,142	)		(2,144,736	)

	Mezzanine Equity						Total Mezzanine Equity			Preferred stock				Common stock and exchangeable common shares				Shares to be Issued				Additional paid in capital			Accumulated other comprehensive (loss) income			Accumulated deficit			Total Stockholders’ Deficiency
	Shares			$			$			Shares		$		Shares		$		Shares		$		$			$			$			$

Balance, March 31, 2023		—			—			—			6,305		7		8,752,510		8,753		3,955		24,999		92,844,478			(152,797	)		(112,570,825	)		(19,845,385	)
Balance		—			—			—			6,305		7		8,752,510		8,753		3,955		24,999		92,844,478			(152,797	)		(112,570,825	)		(19,845,385	)
Issuance of common shares to adjust for rounding effect of Reverse Split [Note 9]		—			—			—			—		—		20,846		21		—		—		(21	)		—			—			—
Issuance of common shares for private placement [Note 9]		—			—			—			—		—		36,897		37		—		—		119,248			—			—			119,285
Issuance of mezzanine equity [Note 9]		330			1,860,554			1,860,554			—		—		—		—		—		—		—			—			—			—
Issuance of warrants for private placement holders [Note 9]		—			—			—			—		—		—		—		—		—		1,137,716			—			—			1,137,716
Issuance of warrants for brokers [Note 9]		—			—			—			—		—		—		—		—		—		141,070			—			—			141,070
Conversion of mezzanine equity into common shares [Note 9]		(65	)		(371,634	)		(371,634	)		—		—		612,062		612		320,321		228,786		353,907			—			—			583,305
Issuance of shares for services [Note 9]		—			—			—			—		—		92,125		92		20,000		15,280		100,755			—			—			116,127
Stock based compensation - ESOP [Note 9]		—			—			—			—		—		—		—		—		—		1,025,930			—			—			1,025,930
Translation adjustment		—			—			—			—		—		—		—		—		—		—			185,175			—			185,175
Net loss before dividends for the period		—			—			—			—		—		—		—		—		—		—			—			(14,094,283	)		(14,094,283	)
Preferred stock dividends		—			—			—			—		—		—		—		—		—		—			—			(834,677	)		(834,677	)
Balance, March 31, 2024		265			1,488,920			1,488,920			6,305		7		9,514,440		9,515		344,276		269,065		95,723,083			32,378			(127,499,785	)		(31,465,737	)
Balance		265			1,488,920			1,488,920			6,305		7		9,514,440		9,515		344,276		269,065		95,723,083			32,378			(127,499,785	)		(31,465,737	)

See accompanying notes to the consolidated financial statements

F-5

BIOTRICITY INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in US dollars)

	Year Ended March 31, 2023			Year Ended March 31, 2022
	Year ended March 31, 2025			Year ended March 31, 2024
	$			$
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss before dividends		(188,~~658~~421,~~143~~179	)		(2914,~~130~~094,~~477~~283	)
Adjustments to reconcile net loss to net cash used in operations
Stock based compensation		~~647~~1,~~631~~461,698			~~913~~1,~~613~~025,930
Issuance of shares for services		~~150~~320,~~418~~883			1116,~~414,449~~127
Issuance of warrants for services, at fair value		232,526			541,443
Accretion and amortization expenses		1,939,816			2,172,920
Accretion and amortization expense		743,459			9,286,023
Change in fair value of derivative liabilities		553,856			(9,777	)
Change in fair value of derivative liabilities		483,873			683,559
(Gain) Loss on debt conversion and redemption		137,934			(18,539	)
(Gain) loss upon convertible promissory notes conversion
Loss upon settlement of accounts payable		249,093
Loss upon convertible promissory notes conversion and redemption		71,119			1,155,642
Loss on debt and warrant modification		—			59,161
Loss on debt and warrant modification [Note 5]		126,158			—
Property and equipment depreciation		5,953			5,953
Property and equipment depreciation		5,953			2,308
Non cash lease expense
Non-cash lease expenses		340,307			87,639
Operating right of use assets amortization		409,540			365,899
Changes in operating assets and liabilities:
Accounts receivable, net		~~686~~(110,~~197~~923	)		(~~435~~298,~~484~~248	)
Inventories		(1,494,082	)		(570,431	)
Inventory		324,017			457,604
Deposits and other receivables		(~~224~~747,~~819~~831	)		~~(60~~252,~~665~~143	)
Accounts payable and accrued liabilities		3,341,468			948,997
Advance from Customers
Net cash used in operating activities		(13,547,935	)		(15,163,384	)
Accounts payable and accrued liabilities and lease obligations		1,496,966			3,271,198
Net cash used in operating activities		(2,380,177	)		(6,693,912	)
CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment		—			(29,767	)
property, plant and equipment
Net cash used in investing activities		—			~~(29,767~~	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common shares, net		—125,227			~~250~~119,~~000~~285
Issuance of preferred shares, net		—1,732,532			~~100~~2,825,000
Redemption of preferred shares		~~(895,556~~	)		~~(230,000~~	)
Exercise of warrants for cash		12,500			872,292
Proceeds from (repayment to) convertible debentures, net
Proceeds from (repayments of) convertible notes, net
Conversion of preferred shares		-			-
Federally guaranteed loans		—			499,900
Conversion of Convertible notes.		-			-
Proceeds from convertible notes, net		2,355,318			—
Proceeds from convertible debentures, net		1,835,000			2,962,386
Proceeds from (repayment of) promissory note and short term loan, net		1,476,121			(1,660,220	)
Proceeds from (repayment of) short term loan and promissory notes, net		(1,733,516	)		853,030
Issuance of shares from uplisting		—			14,545,805
Term Loan, net		-			-
Term loan, net		—			11,756,563
Preferred Stock Dividend		(29,984	)		(18,016	)
Preferred stock dividend		(946,780	)		(966,110	)
Net cash provided by financing activities		1,929,259			6,741,685
Net cash provided by financing activities		2,001,603			25,168,230
Effect of foreign currency translation		30,003			167,827
Effect of foreign currency translation		49,863			(109,712	)
Net increase (decrease) in cash during the year		(450,918	)		47,773
Net (decrease) increase in cash during the year		(11,546,332	)		9,975,079
Cash, beginning of year		786,060			570,460
Cash, beginning of year		12,066,929			2,201,562
Cash, end of year		365,145			786,060
Cash, end of year		570,460			12,066,929
Supplemental disclosure of cash flow information:
Interest paid		13,~~651~~611,~~546~~939			~~553~~2,~~265~~022,221
Taxes		—			—

See accompanying notes to the consolidated financial statements

F-6

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, ~~2023~~2025 and ~~2022~~2024

(Expressed in US Dollars)

1. NATURE OF OPERATIONS

Biotricity Inc. (formerly MetaSolutions, Inc.) (the “Company” or “Biotricity”) was incorporated under the laws of the State of Nevada on August 29, 2012. iMedical Innovations Inc. (“iMedical”) was incorporated on July 3, 2014 under the laws of the Province of Ontario, Canada and became a wholly-owned subsidiary of Biotricity through reverse take-over on February 2, 2016.

Both the Company and iMedical are engaged in research and development activities within the remote monitoring segment of preventative care. They are focused on a realizable healthcare business model that has an existing market and commercialization pathway. As such, its efforts to date have been devoted to building and commercializing an ecosystem of technologies that enable access to this market.

2. BASIS OF PRESENTATION, MEASUREMENT AND CONSOLIDATION

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in United States dollars (“USD”).

The ~~consolidated~~ consolidated financial statements of the Company have been prepared on a historical cost basis except Cash and derivative liabilities which are carried at fair value.

The consolidated financial statements include the accounts of the Company and its wholly-owned ~~subsidiaries~~subsidiary. Significant intercompany accounts and transactions have been eliminated.

Reclassifications

Certain amounts presented in the prior year period have been reclassified to conform to current period consolidated financial statement presentation. Interest expense related to debt principal, previously recorded as a selling, general and administrative expense in the consolidated statements of operations and comprehensive loss in the prior year, was reclassified as a non-operating expense.

Going Concern, Liquidity and Basis of Presentation

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company is in the early stages of commercializing its first product and is concurrently in development mode, operating a research and development program in order to develop, obtain regulatory clearance for, and commercialize other proposed products. The Company has incurred recurring losses from operations, and as at March 31, 2023, had an accumulated deficit of $112,570,825 and a working capital deficiency of $6,440,566. Those conditions raise substantial doubt about its ability to continue as a going concern for a period of one year from the issuance of these consolidated financial statements. The consolidated financial statements do not include adjustments that might result from the outcome of this uncertainty.

Management anticipates the Company will continue on its revenue growth trajectory and improve its liquidity through continued business development and after additional equity or debt capitalization of the Company. On August 30, 2021, the Company completed an underwritten public offering of its common stock that concurrently facilitated its listing on the Nasdaq Capital Market. Prior to listing on the Nasdaq Capital Market, the Company had also filed a shelf Registration Statement on Form S-3 (No. 333-255544) with the Securities and Exchange Commission on April 27, 2021, which was declared effective on May 4, 2021. This facilitates better transactional preparedness when the Company seeks to issue equity or debt to potential investors, since it continues to allow the Company to offer its shares to investors only by means of a prospectus, including a prospectus supplement, which forms part of an effective registration statement. As such, the Company has developed and continues to pursue sources of funding that management believes will be sufficient to support the Company’s operating plan and alleviate any substantial doubt as to its ability to meet its obligations at least for a period of one year from the date of these consolidated financial statements. During the fiscal year ended March 31, 2021, the Company closed a number of private placements offering of convertible notes, which have raised net cash proceeds of $11,375,690. During fiscal quarter ended June 30, 2021, the Company raised an additional $499,900 through government EIDL loan. During the fiscal quarter ended September 30, 2021, the Company raised total net proceeds of $14,545,805 through the underwritten public offering that was concurrent with its listing onto the Nasdaq Capital Markets. During the fiscal quarter ended December 31, 2021, the Company raised additional net proceeds of $11,756,563 through a term loan transaction (Note 6) and made repayment of the previously issued promissory notes and short-term loans. In connection with this loan, the Company and Lender also entered into a Guarantee and Collateral Agreement wherein the Company agreed to secure the Credit Agreement with all of the Company’s assets. The Company and Lender also entered into an Intellectual Property Security Agreement dated December 21, 2021 wherein the Credit Agreement is also secured by the Company’s right title and interest in the Company’s Intellectual Property. During the fiscal year ended March 31, 2023, the Company raised short-term loans and promissory notes, net of repayments of $1,476,121 from various lenders. During the fiscal year ended March 31, 2023, the Company raised convertible notes, net of redemptions of $2,355,318 from various lenders.

F-7

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, ~~2023~~ 2025 and ~~2022~~2024

(Expressed in US Dollars)

AsGoing ~~we proceed with the commercialization of the Bioflux~~Concern, ~~Biotres,~~Liquidity and ~~Biocare~~Basis ~~product~~of ~~development, we expect to continue to devote significant resources on capital expenditures, as well as research and development costs and operations, marketing and sales expenditures.~~Presentation

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company is in the early stages of commercializing its first product and is concurrently in development mode, operating a research and development program in order to develop, obtain regulatory clearance for, and commercialize other proposed products. The Company has incurred recurring losses from operations, and as of March 31, 2025, had an accumulated deficit of $139,441,785 (2024: $127,499,785) and a working capital deficiency of $15,996,856 (2024: $ 18,228,253). Those conditions raise substantial doubt about its ability to continue as a going concern for a period of one year from the issuance of these consolidated financial statements. The consolidated financial statements do not include adjustments that might result from the outcome of this uncertainty.

Management anticipates the Company will continue on its revenue growth trajectory and improve its liquidity through continued business development and after additional equity and debt capitalization of the Company. During fiscal year ended March 31, 2022, the Company raised $499,900 through government EIDL loan. During the fiscal quarter ended September 30, 2021, the Company also raised total net proceeds of $14,545,805 through the underwritten public offering that was concurrent with its listing onto the Nasdaq Capital Markets. During the fiscal quarter ended December 31, 2021, the Company raised additional net proceeds of $11,756,563 through a term loan transaction (Note 6) and made repayment of the previously issued promissory notes and short-term loans. In connection with this loan, the Company and Lender entered into a Guarantee and Collateral Agreement, as well as an Intellectual Property Security Agreement, wherein the Company agreed to secure the Credit Agreement with all of the Company’s assets, as well as secured by the Company’s right title and interest in the Company’s Intellectual Property. During the fiscal year ended March 31, 2024, the Company raised short-term loans and promissory notes, net of repayments of $853,030 from various lenders, and also raised convertible notes, net of redemptions of $2,962,386 from various lenders. The Company sold 36,897 common shares through use of its registration statement, for gross proceeds of $123,347, raising a net amount of $119,285 after paying a 3% placement fee and other issuance expenses.

Additionally, on September 19, 2023, the Company entered into a security purchase agreement with an institutional investor for the issuance and sale of 220 shares of the Company’s newly designated Series B Convertible Preferred Stock, $0.001 par value (the “Series B Preferred Stock”), at a purchase price of $9,091 per share of Series B Preferred Stock (Note 9), or gross proceeds of $2,000,000. Net proceeds after issuance costs amounted to $1,900,000 for the Series B Preferred Stock. During the year ended March 31, 2025, the Company issued an additional 220 Series B preferred shares for net proceeds of $1,732,532.

Shares of Series B Preferred Stock and shares of common stock of the Company that are issuable upon conversion of, or as dividends on, the Series B Preferred Stock were offered and were issued pursuant to the Prospectus Supplement, filed September 19, 2023, to the Prospectus included in the Company’s Registration Statement on Form S-3 (Registration No. 333-255544) filed with the Securities and Exchange Commission on April 27, 2021, and declared effective May 4, 2021.

As we proceed with the commercialization of the Bioflux, Biocore, and Biocare product development, we expect to continue to devote significant resources on capital expenditures, as well as research and development costs and operations, marketing and sales expenditures.

Based on the above facts and assumptions, we believe our existing cash, along with anticipated near-term financings, will be sufficient to continue to meet our needs for the next twelve months from the filing date of this report. However, we will need to seek additional debt or equity capital to respond to business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, developing or acquiring new lines of business and enhancing our operating infrastructure. The terms of our future financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We may also seek additional funds through arrangements with collaborators or other third parties. There can be no assurance we will be able to raise this additional capital on acceptable terms, or at all. If we are unable to obtain additional funding on a timely basis, we may be required to modify our operating plan and otherwise curtail or slow the pace of development and commercialization of our proposed product lines.

In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China and spread globally, causing significant disruption to the global and US economy. On March 20, 2020, the Company announced the precautionary measures taken as well as announcing the business impact related to the coronavirus (COVID-19) pandemic. Though its operations have since returned to a normal state, the extent to which the COVID-19 pandemic may continue to affect the economy and the Company’s operations may depend on future developments.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

The Company adopted Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“ASC 606”) on April 1, 2018. In accordance with ASC 606, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by applying the core principles – (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to performance obligations in the contract, and (5) recognize revenue as performance obligations are satisfied.

F-8

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, ~~2023~~ 2025 and ~~2022~~2024

(Expressed in US Dollars)

~~Both the Bioflux mobile cardiac telemetry device, and the Biotres device are wearable devices~~3. ~~The cardiac data that the devices monitor and~~ ~~collect~~SUMMARY isOF ~~curated~~SIGNIFICANT ~~and~~ACCOUNTING analyzed by the Company’s proprietary algorithms and then securely communicated to a remote monitoring facility for electronic reporting and conveyance to the patient’s prescribing physician or other certified cardiac medical professional. Revenues earned are comprised of device sales revenues and technology fee revenues (technology as a service). The devices, together with their licensed software, are available for sale to the medical center or physician, who is responsible for the delivery of clinical diagnosis and therapy. The remote monitoring, data collection and reporting services performed by the technology culminate in a patient study that is generally billable when it is complete and is issued to the physician. In order to recognize revenue, management c

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