BIOTRICITY INC. 8-K

What Happened
Biotricity Inc. (BTCY) announced on May 1, 2026 that it entered into exchange agreements with holders (including officers and directors) to swap outstanding common shares, options and warrants for newly created Series C Preferred Stock. Holders exchanged an aggregate of 14,144,325 common shares, options to purchase 3,992,427 shares, and warrants to purchase 1,436,216 shares (19,572,968 total Exchange Securities) for 1,957,297 shares of Series C Preferred Stock (on a 10-for-1 basis). The company filed a Certificate of Designation for up to 2,100,000 shares of Series C Preferred Stock with the Nevada Secretary of State.

Key Details

• Exchange date and filing: May 1, 2026; Certificate of Designation filed the same day.
• Exchange ratio and totals: 10 Exchange Securities → 1 share Series C; resulted in 1,957,297 Series C shares issued.
• Voting and conversion terms: Each Series C share carries 40 votes; upon a “Qualified Financing” (gross proceeds ≥ $15 million) the Series C will automatically convert into an aggregate 59.6% of the company’s outstanding common stock.
• Backstop conversion and warrants: If no Qualified Financing occurs by March 31, 2028, each Series C share converts into 10 common shares. If the Qualified Financing issues warrants, Series C holders will receive warrants on the same ratio as the financing.

Why It Matters
This transaction centralizes a large block of economic and voting rights into a new preferred class that can convert into a controlling stake (59.6%) upon a future financing of $15 million or more. The 40-votes-per-share feature gives Series C holders substantial voting power prior to conversion. Because some Exchange Holders are officers and directors, the deal involves related parties and was completed using a private placement exemption (Section 4(a)(2)), meaning the shares were not registered for public resale. Investors should note the potential for significant change in ownership and voting dynamics if the Company completes a qualifying financing or if Series C converts under the March 31, 2028 backstop.