Biotricity (BTCY) revenue rises as filing raises doubt on survival
Biotricity Inc. (BTCY) reported higher quarterly revenue but remains highly leveraged and subject to going concern risk for the three months ended June 30, 2026. Revenue rose to $4.28 million from $3.87 million a year earlier, driven mainly by technology fees of $4.17 million. Gross profit increased to $3.53 million, while operating income was modest at $158,068.
After heavy interest, accretion and derivative-related expenses, the company recorded a net loss attributable to common stockholders of $1.07 million versus $0.75 million in the prior-year quarter, and a basic and diluted loss per share of $0.046. Operating cash flow improved to a positive $507,227, but cash on hand was only $466,503 at quarter-end.
The balance sheet is highly strained: total assets were $6.02 million against total liabilities of $39.72 million, resulting in a stockholders’ deficit of $35.41 million and a working capital deficiency of $31.75 million. Management discloses that these conditions raise substantial doubt about the company’s ability to continue as a going concern and expects to rely on continued revenue growth plus additional debt and equity financings.
Positive
- Revenue grew over 10% year-over-year to $4.28 million from $3.87 million, with technology fee revenue rising to $4.17 million, indicating continued uptake of the company’s remote cardiac monitoring services.
- Operating cash flow turned positive at $507,227 versus a use of $373,389 in the prior-year quarter, reflecting better working capital management despite continued net losses.
Negative
- Management reports a going concern uncertainty: an accumulated deficit of $143.64 million and a working capital deficiency of $31.75 million raise substantial doubt about the ability to continue operations for the next 12 months.
- Biotricity carries a large stockholders’ deficit of $35.41 million and total liabilities of $39.72 million against $6.02 million of assets, including a $15.27 million term loan and significant convertible and other high-interest debt.
- Net loss attributable to common stockholders widened to $1.07 million from $0.75 million, and interest expense remained heavy at $851,753 for the quarter, limiting the benefit of improved gross profit.
Filing Explained
Series C terms create a conditional path to 59.6 percent of common shares after a 15-million-dollar financing, with exchange processing still pending.
The filing reports that Series C Preferred Stock was issued in May 2026 in exchange for specified common shares, options and warrants; the exchange is complete, but related cancellation and registration processing was not fully complete at June 30, 2026. Common shares outstanding were
Each Series C share carries 40 votes and ranks ahead of common stock in liquidation, although it ranks below Series B Preferred Stock. It automatically converts into common shares when a qualified equity financing produces at least
If that financing has not occurred by
The specified resolution points are completion of those processing steps, a qualified financing meeting the
Key Figures
Key Terms
going concern financial
mezzanine equity financial
derivative liabilities financial
Series C Preferred Stock financial
Economic Injury Disaster Loan financial
probability-weighted expected return method financial
FAQ
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How many Biotricity (BTCY) shares are outstanding and what is the voting share count?
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AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For
the quarterly period ended | |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the period from ______________ to_______________
Commission
file number:
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s Telephone Number, Including Area Code)
Indicate
by check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act).
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company | |
| Emerging
growth 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 standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Securities registered pursuant to Section 12(b) of the Act: None
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
BIOTRICITY INC.
| Part I – Financial Information | 3 |
| Item 1 – Condensed Consolidated Interim Financial Statements | 3 |
| Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations | 32 |
| Item 3 – Quantitative and Qualitative Disclosures About Market Risk | 41 |
| Item 4 – Controls and Procedures | 41 |
| Part II – Other Information | 42 |
| Item 1 – Legal Proceedings | 42 |
| Item 1A – Risk Factors | 42 |
| Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds | 42 |
| Item 3 – Defaults Upon Senior Securities | 42 |
| Item 4 – Mine Safety Disclosures | 42 |
| Item 5 – Other Information | 42 |
| Item 6 – Exhibits | 42 |
| Signatures | 43 |
| 2 |
PART 1
FINANCIAL INFORMATION
Item 1 – Condensed Consolidated Interim Financial Statements
| Condensed Consolidated Interim Balance Sheets at June 30, 2026 (unaudited) and March 31, 2026 (audited) | 4 |
| Condensed Consolidated Interim Statements of Operations and Comprehensive Loss for the three months ended June 30, 2026 and 2025 (unaudited) | 5 |
| Condensed Consolidated Interim Statements of Mezzanine Equity and Stockholders’ Deficiency for the three months ended June 30, 2026 and 2025 (unaudited) | 6 |
| Condensed Consolidated Interim Statements of Cash Flows for the three months ended June 30, 2026 and 2025 (unaudited) | 7 |
| Notes to the Condensed Consolidated Interim Financial Statements | 8 |
| 3 |
BIOTRICITY INC.
CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS
AS OF JUNE 30, 2026 (unaudited) AND MARCH 31, 2026 (audited)
(Expressed in US Dollars, unless otherwise noted)
| As at June 30, 2026 | As at March 31, 2026 | |||||||
| $ | $ | |||||||
| CURRENT ASSETS | ||||||||
| Cash | ||||||||
| Accounts receivable, net | ||||||||
| Inventory [Note 3] | ||||||||
| Deposits and other receivables | ||||||||
| Total current assets | ||||||||
| Deposits and other receivables | ||||||||
| Long-term accounts receivable | ||||||||
| Property and equipment [Note 12] | ||||||||
| Operating right of use assets [Note 10] | ||||||||
| TOTAL ASSETS | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued liabilities [Note 4] | ||||||||
| Convertible promissory notes and short term loans [Note 5] | ||||||||
| Term loan, current [Note 6] | ||||||||
| Derivative liabilities [Note 8] | ||||||||
| Advance from customers | ||||||||
| Operating lease obligations, current [Note 10] | ||||||||
| Total current liabilities | ||||||||
| Federally guaranteed loans [Note 7] | ||||||||
| Derivative liabilities [Note 8] | ||||||||
| TOTAL LIABILITIES | ||||||||
| Mezzanine Equity | ||||||||
| Series B Convertible Redeemable preferred stock, $ | ||||||||
| STOCKHOLDERS’ (DEFICIENCY) | ||||||||
| Preferred stock, $ | ||||||||
| Series A Preferred Stock, $ | — | — | ||||||
| Series C Preferred Stock, $ | — | |||||||
| Preferred Stock, value | — | |||||||
| Common stock, $ | ||||||||
| Shares to be issued | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ (deficiency) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES, MEZZANINE AND STOCKHOLDERS’ DEFICIENCY | ||||||||
See accompanying notes to unaudited condensed consolidated interim financial statements
| 4 |
BIOTRICITY INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025 (unaudited)
(Expressed in US Dollars)
Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | |||||||
| $ | $ | |||||||
| REVENUE | ||||||||
| Cost of Revenue | ||||||||
| GROSS PROFIT | ||||||||
| EXPENSES | ||||||||
| Selling, general and administrative expenses | ||||||||
| Research and development expenses | ||||||||
| TOTAL OPERATING EXPENSES | ||||||||
| INCOME (LOSS) FROM OPERATIONS | ||||||||
| Other income/(expense) [Note 3] | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Gain/(Loss) upon convertible promissory notes conversion and redemption [Note 8] | — | |||||||
| Accretion and amortization expenses | ( | ) | ( | ) | ||||
| Change in fair value of derivative liabilities [Note 8] | ( | ) | ( | ) | ||||
| NET LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ||||
| Income taxes | — | — | ||||||
| NET LOSS BEFORE DIVIDENDS | ( | ) | ( | ) | ||||
| Preferred Stock Dividends | ( | ) | ( | ) | ||||
| NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | ( | ) | ( | ) | ||||
| Translation adjustment | ( | ) | ||||||
| COMPREHENSIVE LOSS | ( | ) | ( | ) | ||||
| LOSS PER SHARE, BASIC AND DILUTED | ( | ) | ( | ) | ||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||||||||
See accompanying notes to unaudited condensed consolidated interim financial statements
| 5 |
BIOTRICITY INC.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIENCY
FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025 (unaudited)
| Shares | $ | $ | Shares | $ | Shares | $ | Shares | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
Mezzanine Equity | Total Mezzanine Equity | Preferred stock | Common stock and exchangeable common shares | Shares to be Issued/Cancelled | Additional (Reduction) paid in capital | Accumulated other comprehensive (loss) income | Accumulated deficit | Total Stockholders’ Deficiency | ||||||||||||||||||||||||||||||||||||||||||||
| Shares | $ | $ | Shares | $ | Shares | $ | Shares | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares against preferred shares settlement [Note 9] | — | — | — | — | — | ( | ) | ( | ) | ( | ) | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Exchange of Common shares warrants and Options to Preferred C Shares | — | — | — | ( | ) | ( | ) | ( | ) | ( |
) | ( | ) | — | — | — | ||||||||||||||||||||||||||||||||||||
| Stock based compensation - ESOP [Note 9] | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Translation adjustment | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net loss before dividends for the period | — | — | — | — | — | — | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Preferred stock dividends | — | — | — | — | — | — | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2026 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to unaudited condensed consolidated interim financial statements
| 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 income | Accumulated deficit | Total Stockholders’ Deficiency | ||||||||||||||||||||||||||||||||||||||||||||
| Shares | $ | $ | Shares | $ | Shares | $ | Shares | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares against preferred shares settlement [Note 9] | ( | ) | - | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation - ESOP [Note 9] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Translation adjustment | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss before dividends for the period | - | - | - | - | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Preferred stock dividends | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| 6 |
BIOTRICITY INC.
CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025 (UNAUDITED)
(Expressed in US Dollars)
| Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operations | ||||||||
| Stock based compensation | ||||||||
| Accretion and amortization expenses | ||||||||
| Change in fair value of derivative liabilities | ||||||||
| Loss (Gain) on debt and share conversion and redemption | — | ( | ) | |||||
| Property, plant and equipment depreciation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Operating right of use assets amortization | ||||||||
| Accounts receivable, net | ( | ) | ||||||
| Inventory | ( | ) | ( | ) | ||||
| Deposits and other receivables | ( | ) | ||||||
| Advance from Customers | — | — | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Net cash generated (used) in operating activities | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Property, plant and equipment | — | — | ||||||
| Net cash used in investing activities | — | — | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Issuance of common shares, net | — | — | ||||||
| Issuance of preferred shares, net | — | — | ||||||
| Conversion of preferred shares | — | — | ||||||
| Redemption of preferred shares | — | — | ||||||
| Conversion of convertible notes | — | — | ||||||
| Exercise of warrants for cash | — | — | ||||||
| Issuance of warrants to brokers | — | — | ||||||
| Issuance of warrants for private placement holders | — | — | ||||||
| Issuance of warrants for services | — | — | ||||||
| Federally guaranteed loans | — | — | ||||||
| Proceeds from (repayment to) convertible debentures, net | — | — | ||||||
| Proceeds from (repayment to) short term loan and promissory notes, net | ( | ) | ||||||
| Issuance of shares from uplisting | — | — | ||||||
| Due to shareholders | — | — | ||||||
| Term Loan, net | — | — | ||||||
| Preferred Stock Dividend | ( | ) | ( | ) | ||||
| Net cash provided (used) in financing activities | ( | ) | ||||||
| Effect of foreign currency translation | ( | ) | ||||||
| Net increase (decrease) in cash during the period | ||||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | ||||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | ||||||||
| Cash paid for taxes | — | — | ||||||
See accompanying notes to unaudited condensed consolidated interim financial statements
| 7 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
1. NATURE OF OPERATIONS
Biotricity 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.
The Company (directly and through its subsidiary) is engaged in research and development activities within the remote monitoring segment of preventative care. It is 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 accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements and should be read in conjunction with Biotricity’s audited consolidated financial statements for the years ended March 31, 2026 and 2025 and their accompanying notes.
The accompanying unaudited condensed consolidated interim financial statements are expressed in United States dollars (“USD”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and results of operations for the interim periods presented have been reflected herein. Operating results for the interim periods presented herein are not necessarily indicative of the results that may be expected for the year ending March 31, 2027. The Company’s fiscal year-end is March 31.
The unaudited condensed consolidated interim financial statements include the accounts of the Company and its wholly-owned 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 interim financial statement presentation.
Going Concern, Liquidity and Basis of Presentation
The
accompanying condensed consolidated interim financial statements have been prepared assuming that the Company will continue as a going
concern. The Company is commercializing its first product ecosystem and is concurrently continuing 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 June 30, 2026, had an accumulated deficit of $
Management anticipates the Company will continue on its revenue growth trajectory and improve its liquidity through continued business development and additional equity and debt capitalization of the Company.
| 8 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
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.
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 following 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.
Both the Bioflux mobile cardiac telemetry device, and the Biocore device are wearable devices. The cardiac data that the devices monitor and collect is curated and 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 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, the Company recognizes 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, the Company recognizes 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.
The Company may also earn service-related revenue from contracts with other counterparties with which it consults. 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 the Company has expertise and may eventually conduct business.
| 9 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
The Company recognized the following forms of revenue for the three months ended June 30, 2026, and 2025:
SCHEDULE OF REVENUE RECOGNITION
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| Technology fees | ||||||||
| Device sales | ||||||||
| Revenue recognized | ||||||||
Inventories
Inventory is stated at the lower of cost and net realizable value, cost being determined on a weighted average cost basis. Market value of our finished goods inventory and raw material inventory is determined based on its estimated net realizable value, which is generally the selling price less normally predictable costs of disposal and transportation. The Company records 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.
SCHEDULE OF INVENTORIES
| June 30, 2026 | March 31, 2026 | |||||||
| $ | $ | |||||||
| Raw material | ||||||||
| Finished goods | ||||||||
| Inventories | ||||||||
Accounts Receivable - Net
Accounts Receivable
Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for expected credit losses to estimate the amount of receivables that may not be collected. The allowance is determined using a current expected credit loss (“CECL”) methodology that incorporates historical loss experience, current economic conditions, aging of receivable balances, customer-specific risk characteristics and reasonable and supportable forecasts.
The Company evaluates receivables collectively based on similar risk characteristics, including customer payment history, aging status, customer significance and other relevant factors. Receivables deemed uncollectible are written off against the allowance when collection efforts have been exhausted. Recoveries of amounts previously written off are recorded when received.
Accounts receivable consisted of the following:
SCHEDULE OF ACCOUNTS RECEIVABLE
June 30, 2026 | March 31, 2026 | |||||||
| $ | $ | |||||||
| Gross Accounts Receivable | $ | $ | ||||||
| Other Receivables | ||||||||
| Gross Receivables | $ | |||||||
| Provision | ( | ) | ( | ) | ||||
| Balance end of quarter | $ | $ | ||||||
Accounts receivable primarily consist of amounts due from medical facilities, government programs, and patients arising from the Company’s normal course of business.
Other receivables primarily consist of accrued receivables related to device sales embedded in all-inclusive arrangements, unbilled sales, accrued technology fees, receivables from third parties,
Accounts Receivable Aging
The aging analysis below relates only to trade accounts receivable and excludes other receivables.
SCHEDULE OF ACCOUNTS RECEIVABLE AGING
| June 30, 2026 | March 31, 2026 | |||||||
| Current | $ | $ | ||||||
| 31-60 days | ||||||||
| 61-90 days | ||||||||
| 91-180 days | ||||||||
| 180 days or more | ||||||||
| Total | $ | $ | ||||||
Allowance for Expected Credit Losses
Changes in the allowance for expected credit losses for the quarter ended June 30, 2026 and March 31, 2026 were as follows:
SCHEDULE OF CHANGE IN ALLOWANCE FOR CREDIT LOSSES
June 30, 2026 | March 31, 2026 | |||||||
| $ | $ | |||||||
| Balance beginning of year | ||||||||
| Write - offs | — | ( | ) | |||||
| Recoveries | — | |||||||
| Provision during the Period | ||||||||
| Balance end of quarter | ||||||||
| 10 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
Significant accounting estimates and assumptions
The preparation of the condensed 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 we consider 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, promissory notes, convertible notes and derivative liabilities:
| ● | Fair value of stock options |
The Company measures 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, the Company 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, the Company used Monte-Carlo and lattice 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 that comprise the consolidated Company requires analysis of various factors, including the currencies and country-specific factors that influence labor, materials, and other operating expenses.
| ● | Useful life of property and equipment |
The Company employs 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. The Company makes estimates when determining depreciation methods, depreciation rates and asset useful lives, which requires considering industry trends and company-specific factors. The Company reviews depreciation methods, useful lives and residual values annually or when circumstances change and adjusts its depreciation methods and assumptions prospectively.
| 11 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
| ● | Provisions |
Provisions are recognized when the Company has a present obligation, legal or constructive, as a result of a previous event, if it is probable that the Company 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. The Company estimates 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 the Company 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 the Company incurs losses for income tax purposes, it assesses the probability of taxable income being available in the future based on its 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 interim balance sheets, 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 the Company’s 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 the Company’s 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 the Company’s 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 the Company’s 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 the Company’s consolidated interim financial statements.
| 12 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
Earnings (Loss) Per Share
The Company has 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 loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings or loss per share of common stock is computed similarly to basic earnings or loss per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents, if dilutive. The Company’s warrants, options, convertible promissory notes, convertible preferred stock, shares to be issued and restricted stock awards while outstanding are considered common stock equivalents for this purpose. Diluted earnings are computed utilizing the treasury method for the warrants, stock options, shares to be issued and restricted stock awards. Diluted earnings with respect to the convertible promissory notes and convertible preferred stock utilizing the if-converted method were not applicable during the periods presented as no conditions required for conversion had occurred. No incremental common stock equivalents were included in calculating diluted loss per share because such inclusion would be anti-dilutive given the net loss reported for the periods presented.
Advance from Customers
The Company receives advance payments from customers primarily for the sale of its medical devices. These advances represent consideration received prior to the transfer of control of the goods to the customer and are recorded as Advances from Customers on the balance sheet. These advances are unsecured, non-interest bearing, and have no specific terms or conditions attached.
Cash
Cash includes cash on hand and balances with banks.
As
of June 30, 2026 and March 31, 2026, cash balances of $
Foreign Currency Translation
The functional currency of the Company’s 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 consolidated interim 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 the Company’s Canadian subsidiaries from their functional currency into the Company’s reporting currency of United States dollars, consolidated interim 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 accumulated other comprehensive loss in stockholders’ deficiency. The Company has not, to the date of these condensed consolidated interim financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
| 13 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
Accounts Receivable
Accounts receivable consists of amounts due to the Company from medical facilities, which receive reimbursement from institutions and third-party government and commercial payors and their related patients, as a result of the Company’s normal business activities. Accounts receivable is reported on the consolidated interim balance sheets net of an estimated allowance for doubtful accounts. The Company establishes 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 we believe 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.
Customer Concentration
There
was
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. The Company’s 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 short term loans, federally-guaranteed loans, term loans, accounts payable and accrued liabilities. The Company’s derivative liabilities are carried at fair values and are classified as Level 3 financial instruments. The Company’s bank accounts are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.
| 14 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
The fair value of financial instruments measured on a recurring basis is as follows:
SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS
| As of June 30, 2026 | ||||||||||||||||
| Description | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
| Assets: | ||||||||||||||||
| Total assets at fair value | $ | — | $ | — | $ | — | $ | — | ||||||||
| Liabilities: | ||||||||||||||||
| Derivative liabilities, short-term | $ | $ | — | $ | — | $ | ||||||||||
| Derivative liabilities, long-term | — | — | ||||||||||||||
| Total liabilities at fair value | $ | $ | — | $ | — | $ | ||||||||||
| As of March 31, 2026 | ||||||||||||||||
| Description | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
| Assets: | ||||||||||||||||
| Total assets at fair value | $ | — | $ | — | $ | — | $ | — | ||||||||
| Liabilities: | ||||||||||||||||
| Derivative liabilities, short-term | $ | $ | — | $ | — | $ | ||||||||||
| Derivative liabilities, long-term | — | — | ||||||||||||||
| Total liabilities at fair value | $ | $ | — | $ | — | $ | ||||||||||
There were no transfers between fair value hierarchy levels during the three months ended June 30, 2026, and 2025.
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:
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES
| Office equipment | ||
| Leasehold improvement |
Impairment for Long-Lived Assets
The Company applies 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 its review at June 30, 2026 and March 31, 2026, the Company believes there was no impairment of its long-lived assets.
| 15 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
Leases
The Company is the lessee in a lease contract when the Company obtains the right to use the asset. Operating leases are included in the line items Operating right of use assets, Operating lease obligations, current, and Operating lease obligations, long-term in the consolidated interim balance sheet.
Right-of-use (“ROU”) asset represents the Company’s right to use an underlying asset for the lease term and lease obligations represent the Company’s 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 interim balance sheet and are expensed on a straight-line basis over the lease term in the consolidated interim statement of operations and comprehensive loss. The Company determines the lease term by agreement with lessor. As the Company’s lease does not provide implicit interest rate, the Company uses the Company’s incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. Refer to Note 10 for further discussion.
Income Taxes
The Company accounts for income taxes in accordance with ASC 740. The Company provides for Federal, State and Provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for consolidated interim 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, the Company 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 relations and legal costs relating to corporate matters, professional fees for consultants assisting with business development and financial matters, and office and administrative expenses.
| 16 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
Stock Based Compensation
The Company accounts 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 consolidated interim statements of operations and comprehensive loss 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.
The Company accounts 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. The Company issues 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
The Company has 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 interim 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, the Company 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. The Company accounts 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, the Company records, 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.
Series B Convertible Preferred Stock
The Series B convertible preferred stock (“Series B Preferred Stock”) was accounted for as mezzanine equity and the embedded conversion and redemption features was accounted for as derivative liabilities with change in fair value at each reporting period end charged to the consolidated interim statement of operation and comprehensive loss in accordance with ASC 480 and ASC 815.
Preferred Shares Extinguishments
The Company 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 loss.
| 17 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
Segment Information
Operating
segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision
maker in deciding how to allocate resources and assessing performance. The Company has identified its Chief Executive Officer (“CEO”)
as the chief operating decision maker (“CODM”). The Company operates in
The CODM uses net loss for purposes of making operating decisions, allocating resources, and evaluating financial performance. Significant expenses include non-cash stock-based compensation, depreciation and amortization, and write-off of property and equipment, which are reflected in the Consolidated interim Statements of Cash Flows.
The long-lived assets outside of U.S. are not material as of June 30, 2026. The measure of segment assets is reported on the balance sheet as total consolidated assets. Refer to the Consolidated Interim Balance Sheets as of June 30, 2026 and 2025 for total consolidated assets.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the accounting for certain settlements of convertible debt instruments. The Company adopted ASU 2024-04 effective April 1, 2026. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient related to estimating expected credit losses on certain current accounts receivable and contract assets. The Company adopted ASU 2025-05 effective April 1, 2026. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements or related disclosures.
4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
As at June 30, 2026 | As at March 31, 2026 | |||||||
| $ | $ | |||||||
| Trade and other payables | ||||||||
| Accrued liabilities | ||||||||
| Deferred revenue | ||||||||
| Total | ||||||||
Trade
and other payables and accrued liabilities as at June 30, 2026 and March 31, 2026 included $
| 18 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
5. CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS
Series A Convertible Promissory Notes:
The
Company’s Series A Convertible Promissory Notes bear interest at
As
of June 30, 2026, notes held by two investors remained outstanding with an aggregate principal balance of $
On
December 30, 2022, the Company exchanged $
As
of March 31, 2026 and March 31, 2025, accrued interest related to the Series A Notes was $
During
the years ended March 31, 2026 and 2025, the Company recognized interest expense of $
As
of June 30, 2026 and March 31, 2026, accrued interest related to the Series A Notes was $
During
the three months ended June 30, 2026 and June 30, 2025, the Company recognized interest expense of $
The discount associated with the Series A Notes was fully amortized in prior years.
Series B Convertible Notes
The
Company previously issued Series B Convertible Promissory Notes that bore interest at
During
the year ended March 31, 2025, the Company redeemed the remaining principal balance of $
As of March 31, 2026 and March 31, 2025, there was no outstanding principal balance related to the Series B Convertible Promissory Notes.
As
of March 31, 2026 and March 31, 2025, accrued interest related to the Series B Convertible Promissory Notes was $
During
the years ended March 31, 2026 and 2025, the Company recognized interest expense of $nil and $
| 19 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
As
of June 30, 2026 and March 31, 2026, accrued interest related to the Series B Convertible Promissory Notes was $
During the three months ended June 30, 2026 and June 30, 2025, the Company recognized interest expense of $nil and $nil, respectively.
Series C Convertible Notes
The
Company’s Series C Convertible Promissory Notes bear interest at
As
of March 31, 2026, one Series C Note remained outstanding with an aggregate principal balance of $
During
the year ended March 31, 2026, the Company redeemed Series C Notes with a face value of $
During the year ended March 31, 2026, there were no conversions of Series C Notes into common stock.
During
the year ended March 31, 2025, Series C Notes with a face value of $
The
total value of debt settled upon conversion was $
During
the year ended March 31, 2025, Series C Notes with a face value of $
As
of March 31, 2026 and March 31, 2025, accrued interest related to the Series C Notes was $
During
the years ended March 31, 2026 and 2025, the Company recognized interest expense of $nil and $
During
the years ended March 31, 2026 and 2025, the Company recognized accretion and amortization expense related to the Series C Notes of $nil
and $
As
of June 30, 2026 and March 31, 2026, accrued interest related to the Series C Notes was $
During
the three months ended June 30, 2026 and June 30, 2025, the Company recognized interest expense of $
| 20 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
Convertible Preferred Notes
The
Company has issued unsecured preferred notes and convertible promissory notes to private investors. Certain notes bear fixed interest
rates ranging from
The
Company entered into a convertible preferred note financing on September 25, 2023 and issued a Preferred Note with a principal amount
of $
As
of March 31, 2025, the outstanding principal balance of the Preferred Note was $
The
Company also issued a Preferred Note on October 25, 2023 in the principal amount of $
The
Company issued a further Preferred Note in January 2024 for a principal amount of $
During
the year ended March 31, 2025, the Company issued $
During
the year ended March 31, 2026, the Company issued $
| 21 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
The
financing fees were capitalized as deferred financing costs and are presented as a reduction of the related debt balances in the consolidated
balance sheet in accordance with ASC 835-30 and ASC 470-10. These costs are amortized over the contractual terms of the respective notes
using a method that approximates the effective interest method. During the three months ended June 30, 2026 Company recognized amortization
expense of $
As
of June 30, 2026 and March 31, 2026, accrued interest related to the Preferred Notes and convertible promissory notes was $
During
the three months ended June 30, 2026 and June 30,2025, the Company recognized interest expense of $
Other Convertible Notes
On
January 23, 2023, the Company issued a convertible preferred note with a principal amount of $
As of March 31, 2026 and March 31, 2025, the discount associated with the note was fully amortized.
As
of June 30, 2026 and March 31, 2026, the outstanding principal balance of the note was $
Other Short-term loans and Promissory Notes
The Company maintains various debt arrangements, including promissory notes, a revolving financing facility, bridge loans and other financing arrangements.
As of June 30, 2026, the Company had the following principal balances outstanding:
| ● | A
promissory note issued in December 2022 with principal outstanding of $ | |
| ● | A
promissory note issued in December 2022 in connection with the extinguishment of warrants, with principal outstanding of $ | |
| ● | A
revolving accounts receivable and inventory financing facility with aggregate principal outstanding of $ | |
| ● | A
promissory note issued in February 2024, including subsequent advances, with principal outstanding of $ | |
| ● | An
unsecured loan issued in July 2025 with principal outstanding of $ | |
| ● | A
short-term bridge loan entered into during December 2025 with principal outstanding of $ |
As
of June 30, 2026, accrued interest related to these arrangements totaled $
During
the three months ended June 30, 2026, the Company recognized interest expense of $
| 22 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
6. TERM LOAN AND CREDIT AGREEMENT
Term Loan
On
December 21, 2021, the Company entered into a Credit Agreement (the “Credit Agreement”) with SWK Funding LLC (the “Lender”),
pursuant to which the Company borrowed approximately $
The loan is secured by substantially all of the Company’s assets, including certain intellectual property. Interest payments are payable quarterly in accordance with the terms of the Credit Agreement.
Pursuant
to amendments negotiated with the Lender, principal repayments of $
In
November 2024, the Company entered into an amendment with the Lender pursuant to which it received additional term loan proceeds of approximately
$
In
December 2025, the Company entered into an additional forbearance agreement with the Lender and issued
During
the year ended March 31, 2026, the Company made a scheduled principal repayment of $
As
of June 30, 2026, the outstanding principal balance under the Credit Agreement was $
Debt
discounts, including deferred financing costs, warrant-related discounts and other financing costs associated with the Credit Agreement,
are amortized over the remaining term of the loan using the effective interest method. During the three months ended June 30, 2026 and
2025, the Company recognized accretion and amortization expense of $
Total
interest expense related to the Credit Agreement for the three months ended June 30, 2026 and 2025 was $
As
of June 30, 2026 and June 30, 2025, accrued interest payable related to the Credit Agreement was $
| 23 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
7. FEDERALLY GUARANTEED LOAN
Economic Injury Disaster Loan (“EIDL”)
In
April 2020, the Company received $
In
May 2021, the Company received an additional $
As of June 30, 2026, the Company recorded accrued interest of $nil for the EIDL loan (March 31, 2026: $ Nil).
Interest
expense on the above loan was $
8. DERIVATIVE LIABILITIES
The Company analyzed the compound features of variable conversion and redemption embedded in the preferred shares instrument, for potential derivative accounting treatment on the basis of ASC 820 (Fair Value in Financial Instruments), ASC 815 (Accounting for Derivative Instruments and Hedging Activities), Emerging Issues Task Force (“EITF”) Issue No. 00–19 and EITF 07–05, and determined that the embedded derivatives should be bundled and valued as a single, compound embedded derivative, bifurcated from the underlying equity instrument, treated as a derivative liability, and measured at fair value. A roll-forward of activity is presented below for the three months ended June 30, 2026 and March 31, 2026.
SCHEDULE OF DERIVATIVE LIABILITIES
| June 30, 2026 | March 31, 2026 | |||||||
| $ | $ | |||||||
| Derivative liabilities, beginning of period | ||||||||
| New issuance [Note 9] | - | - | ||||||
| Change in fair value of derivatives during period | ||||||||
| Reduction due to preferred shares converted [Note 9] | - | ( | ) | |||||
| Derivative liabilities, end of period | ||||||||
The lattice methodology was used to value the derivative components of Preferred Stock, using the following assumptions during the three months ended June 30, 2026, and March 31, 2026:
SCHEDULE OF DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS
| June 30, 2026 | March 31, 2026 | |||||||
| Dividend yield (%) | ||||||||
| Risk-free rate for term (%) | ||||||||
| Volatility (%) | ||||||||
| Remaining terms (Years) | ||||||||
| Stock price ($ per share) | ||||||||
| 24 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
In addition, the Company recorded derivative liabilities related to the conversion and redemption features of the convertible notes, as well as warrants that were issued in connection with the convertible notes (Note 5). Any noteholder and placement agent warrants that were issued after the finalization of exercise price was accounted for as equity. A roll-forward of activity is presented below for the three months ended June 30, 2026, and March 31 2026:
SCHEDULE OF CONVERTIBLE NOTE AND WARRANT DERIVATIVE LIABILITIES
| June 30, 2026 | March 31, 2026 | |||||||
| $ | $ | |||||||
| Balance beginning of period | ||||||||
| Issuance | - | - | ||||||
| Conversion to common shares | - | - | ||||||
| Convertible note redemption | - | ( | ) | |||||
| Change in fair value of derivative liabilities | ||||||||
| End of derivative treatment | - | - | ||||||
| Balance end of period – | ||||||||
The Monte-Carlo methodology was used to value the convertible note and warrant derivative components during the three months ended June 30, 2026 and March 31, 2026, using the following assumptions:
SCHEDULE OF CONVERTIBLE NOTE AND WARRANT DERIVATIVE COMPONENTS VALUATION ASSUMPTIONS
| June 30, 2026 | March 31, 2026 | |||||||
| Risk-free rate for term (%) | ||||||||
| Volatility (%) | ||||||||
| Remaining terms (Years) | ||||||||
| Stock price ($ per share) |
9. STOCKHOLDERS’ DEFICIENCY
(a) Authorized and Issued Stock
As
at June 30, 2026, the Company is authorized to issue
At
June 30, 2026, common shares and shares directly exchangeable into equivalent common shares that were issued and outstanding totaled
| 25 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
(b) Series A Preferred Stock
The
number of Series A Preferred Stock issued and outstanding as of June 30, 2026, and 2025 was
The
Series A Preferred Stock is junior to the Company’s 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 for the Series
A Preferred Stock to date has been $
Preferred Stock Dividends
Dividends
shall be paid at the rate of
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; on a monthly basis, up to
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 shall be entitled to a proportionate share of certain qualifying distributions on the same basis as if they were holders of the Company’s common stock on an as converted basis. |
Company Redemption
The
Company 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
| 26 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
(c) Series B Preferred Stock and Mezzanine Equity
On
September 19, 2023, the Company entered into a Securities Purchase Agreement with an institutional investor for the issuance of Series
B Convertible Preferred Stock (the “Series B Preferred Stock”). Each share of Series B Preferred Stock has a stated value
of $
The
Series B Preferred Stock ranks senior to the Company’s common stock with respect to dividends, distributions and liquidation preferences.
Holders are entitled to cumulative dividends at a rate of
On April 1, 2024, the Company filed an Amended Certificate of Designations pursuant to which the Series B Preferred Stock became non-voting, except as otherwise required by law. All other material rights and preferences of the Series B Preferred Stock remained substantially unchanged.
The Company has determined that the Series B Preferred Stock should be classified as mezzanine equity in accordance with ASC 480, Distinguishing Liabilities from Equity. Certain embedded conversion and redemption features are accounted for separately as derivative liabilities and are remeasured to fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations.
During
the three months ended June 30, 2026, the Company issued
Accrued
dividends related to the Series B Preferred Stock, which are included within Accounts Payable and Accrued Liabilities in the
accompanying consolidated balance sheets, were $
As
of June 30, 2026 and June 30, 2025,
The
carrying value of the Series B Preferred Stock classified as mezzanine equity was $
| 27 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
A roll-forward of activity is presented below for the three months ended June 30, 2026:
SCHEDULE OF SERIES B PREFERRED STOCK FOR MEZZANINE EQUITY
| June 30, 2026 | March 31, 2026 | |||||||
| $ | $ | |||||||
| Balance beginning of period – | ||||||||
| Net proceeds received pursuant to the issuance of preferred shares | - | - | ||||||
| Recognition of derivative liabilities | - | - | ||||||
| Redemption of convertible preferred shares | - | ( | ) | |||||
| Conversion into common shares | - | ( | ) | |||||
| Balance end of period | ||||||||
(d) Series C Preferred Shares
On May 1, 2026, the Company issued
On May 22, 2026, the Company issued an additional
The Company designated
The Series C Preferred Stock was valued using a probability-weighted expected return method (PWERM), incorporating the potential Qualified Financing, Fundamental Transaction, liquidation and March 31, 2028 conversion scenarios. The stock options and warrants were valued using the Black-Scholes model, and the common stock was valued using quoted market prices.
The Company accounted for the issuance of the Series C Preferred Stock and the surrender of the related common shares, stock options and warrants as an equity transaction. Accordingly, the transaction was recorded within stockholders’ equity and no gain or loss was recognized in the condensed consolidated statements of operations.
(e) Share issuances
Share issuances during the three months ended June 30, 2026
During
three months ended June 30, 2026, the Company issued
| 28 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
Share issuances during the three months ended June 30, 2025
During
the three months ended June 30, 2025, the Company issued
(f) Shares to be issued
In
connection with the Series C Preferred Stock exchange described above,
Activity during the three months ended June 30, 2025
None.
(g) Warrant issuances, exercises and other activity
Warrant exercises and issuances during the three months ended June 30, 2026
During the three months ended June 30, 2026,
Additionally, on May 22, 2026, the Company issued
During the three months ended June 30, 2026, the Company identified and corrected an immaterial 2,778 unit difference in previously reported Consultant and Noteholder Warrants outstanding.
Warrant exercises and issuances during the three months ended June 30, 2025
None.
Warrant activity during the three months ended June 30, 2026, is indicated below:
SCHEDULE OF WARRANTS OUTSTANDING
| Broker Warrants | Consultant and Noteholder Warrants | Warrants Issued on Convertible Notes | Total | |||||||||||
| As at March 31, 2026 | ||||||||||||||
| Beginning balance | ||||||||||||||
| Warrant issuance during the period | - | - | - | |||||||||||
| Warrants exchanged for Series C Preferred Stock (Note9(d) | ( | ) | ||||||||||||
| Adjustment to reconcile warrant balance | ( | ) | ||||||||||||
| As at June 30, 2026 | - | |||||||||||||
| Ending balance | - | |||||||||||||
| Exercise Price | $ | $ | ||||||||||||
| Expiration Date | ||||||||||||||
(h) Stock-based compensation
2016 Equity Incentive Plan
On February 2, 2016, the Board of Directors of the Company approved the Company’s 2016 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The Plan seeks to achieve this purpose by providing for awards in the form of options, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units and other stock-based awards.
The
Plan shall continue in effect until its termination by the board of directors or committee formed by the board; provided, however, that
all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective date.
The maximum number of shares of stock that may be issued under the Plan is
| 29 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
2023 Equity Incentive Plan and the Employee Stock Purchase Plans
On
March 31, 2023, the Company adopted the 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan authorizes grants of
equity-based and incentive cash awards to eligible participants designated by the 2023 Plan’s administrator. The 2023 Plan will
be administered by the Compensation Committee of the Company’s Board of Directors (the “Board”). An aggregate of
The Company also adopted the Employee Stock Purchase Plan (the “ESPP”). The ESPP allows eligible employees of the Company and the Company’s designated subsidiaries the ability to purchase shares of the Company’s common stock at a discount, subject to various limitations. Under the ESPP, employees will be granted the right to purchase common stock at a discount during a series of successive offerings, the duration and timing of which will be determined by the ESPP administrator. In no event can any single offering period be longer than 27 months. The purchase price for each offering will be established by the administrator. With respect to an offering under Section 423 of the Internal Revenue Code of 1986 (“Section 423 Offering”), in no case may such purchase price be less than the lesser of (i) an amount equal to 85% of the fair market value on the commencement date, or (ii) an amount not less than 85% of the fair market value the on the purchase date. In the event of financial hardship, an employee may withdraw from the ESPP by providing a request at least 20 business days before the end of the offering period. Otherwise, the employee will be deemed to have exercised the purchase right in full as of such exercise date. Upon exercise, the employee will purchase the number of whole shares that the participant’s accumulated payroll deductions will buy at the purchase price. If an employee wants to decrease the rate of contribution, the employee must make a request at least 20 business days before the end of an offering period (or such earlier date as determined by the administrator). An employee may not transfer any rights under the ESPP other than by will or the laws of descent and distribution. During a participant’s lifetime, purchase rights under the ESPP shall be exercisable only by the participant.
During the three months ended June 30, 2026, options
to purchase
Additionally, on May 22, 2026, the Company granted
As of June 30, 2026, options outstanding were nil.
10. OPERATING LEASE RIGHT-OF-USE ASSETS AND LEASE OBLIGATIONS
The Company has one operating lease primarily for office and administration.
During
December 2021, the Company entered into a new lease agreement. The Company paid an $
The Company’s existing operating lease is nearing the end of its contractual term. As of June 30, 2026, the Company was in negotiations for a new lease arrangement for its office and administrative facilities. The terms of the proposed lease have not been finalized, and no definitive lease agreement has been executed. Accordingly, no right-of-use asset or lease liability related to a new lease arrangement has been recognized as of June 30, 2026.
When
measuring the lease obligations, the Company discounted lease payments using its incremental borrowing rate. The weighted-average-rate
applied is
SCHEDULE OF OPERATING LEASE OBLIGATIONS
| June 30, 2026 | March 31, 2026 | |||||||
| Right of Use Asset | $ | $ | ||||||
| Beginning balance | ||||||||
| Amortization | ( | ) | ( | ) | ||||
| Ending balance | ||||||||
| June 30, 2026 | March 31, 2026 | |||||||
| Lease Liability | $ | $ | ||||||
| Beginning balance at March 31 | ||||||||
| Repayment and interest accretion, net | ( | ) | ( | ) | ||||
| Ending balance at June 30 | ||||||||
| June 30, 2026 | March 31, 2026 | |||||||
| Lease Liability | $ | $ | ||||||
| Current portion of operating lease liability | ||||||||
| Noncurrent portion of operating lease liability | — | — | ||||||
| 30 |
BIOTRICITY INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
JUNE 30, 2026 (Unaudited)
(Expressed in US dollars)
The
operating lease expense was $
The following table represents the contractual undiscounted cash flows for lease obligations as at June 30, 2026:
SCHEDULE OF CONTRACTUAL UNDISCOUNTED CASH FLOWS FOR LEASE OBLIGATION
| Calendar year | $ | |||
| 2026 | ||||
| 2027 and beyond | - | |||
| Total undiscounted lease liability | ||||
| Less: imputed interest | ||||
| Total | ||||
11. COMMITMENTS AND CONTINGENCIES
There are no claims against the Company that were assessed as significant, which were outstanding as at June 30, 2026 or March 31, 2026 and, consequently, no provision for such has been recognized in the condensed consolidated interim financial statements.
12. PROPERTY AND EQUIPMENT
During
the year-ended March 31, 2022, the Company purchased leasehold improvements of $
SCHEDULE OF PROPERTY AND EQUIPMENT
| Cost | Office equipment |
Leasehold improvement |
Total | |||||||||
| $ | $ | $ | ||||||||||
| Balance at March 31, 2025 | ||||||||||||
| Additions | — | — | — | |||||||||
| Balance at March 31, 2026 | ||||||||||||
| Additions | — | — | — | |||||||||
| Balance at June 30, 2026 | ||||||||||||
| Accumulated depreciation | Office equipment | Leasehold improvement | Total | |||||||||
| $ | $ | $ | ||||||||||
| Balance at March 31, 2025 | ||||||||||||
| Additions | ||||||||||||
| Balance at March 31, 2026 | ||||||||||||
| Depreciation for the period | ||||||||||||
| Disposals | — | — | — | |||||||||
| Additions | — | — | — | |||||||||
| Balance at June 30, 2026 | ||||||||||||
| Net book value | ||||||||||||
| Balance at March 31, 2026 | ||||||||||||
| Balance at June 30, 2026 | ||||||||||||
13. SUBSEQUENT EVENTS
Subsequent to June 30, 2026, the Company
completed the cancellation of
| 31 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Note Regarding Forward-Looking Statements
Except for historical information contained herein, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on various factors and were derived utilizing numerous important assumptions and other important factors that could cause actual results to differ materially from those in the forward-looking statements. Important assumptions and other factors that could cause actual results to differ materially from those in the forward-looking statements, include but are not limited to: (a) any fluctuations in sales and operating results; (b) risks associated with international operations; (c) regulatory, competitive and contractual risks; (d) development risks; (e) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth across the business segments through a combination of enhanced sales force, new products, and customer service; (f) competition in the Company’s existing and potential future product lines of business; (g) the Company’s ability to obtain financing on acceptable terms if and when needed; (h) uncertainty as to the Company’s future profitability; (i) uncertainty as to the future profitability of acquired businesses or product lines; and (j) uncertainty as to any future expansion of the Company. Other factors and assumptions not identified above were also involved in the derivation of these forward-looking statements and the failure of such assumptions to be realized as well as other factors may also cause actual results to differ materially from those projected. The Company assumes no obligation to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements, except as may be required under applicable law. Past results are no guaranty of future performance. Any such forward-looking statements speak only as of the dates they are made. When used in this Report, the words “believes,” “anticipates,” “expects,” “estimates,” “plans,” “intends,” “will” and similar expressions are intended to identify forward-looking statements.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and footnotes thereto included in this Quarterly Report on Form 10-Q (the “Financial Statements”).
Company 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 intend to first focus on a segment of the diagnostic mobile cardiac telemetry market, otherwise known as COM, while providing our chosen markets with the capability to also perform other 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 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 launched 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. We have since 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)”. 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.
| 32 |
We are a technology company focused on earning utilization-based recurring technology fee revenue. The Company’s ability to grow this type of revenue is predicated on the size and quality of its sales force and their ability to penetrate the market and place devices with clinically focused, repeat users of its cardiac study technology. The Company plans to grow its sales force in order to address new markets and achieve sales penetration in the markets currently served.
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. We then expanded our sales force and geographic footprint.
In 2021, 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 from the prior 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. Telemedicine aligns with our technology platform and facilitates remote visits and remote prescriptions for cardiac diagnostics; it can 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. We intend 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 cost 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 our predictive capabilities relative to atrial fibrillation and arrythmias.
In 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 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 Biocore Pro.
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, 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.
| 33 |
We are also developing several other ancillary technologies, which will require further FDA clearances, which we anticipate applying for within the next twelve months. Among these are:
| ● | advanced ECG algorithms and analysis software for 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 Biocore® 2.0, which is the next generation of our award winning Biocore® |
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.
Our mission is to innovate and create transformative healthcare products while ensuring financial discipline, 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.
As a result of providing our Bioflux and Biocore products, Biotricity has monitored well 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 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 transform 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 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.
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 significant progress in remote monitoring solutions for diagnostic and post-diagnostic products.
| 34 |
Results of Operations
The following table sets forth our results of operations for the three months ended June 30, 2026, and 2025.
| For the three months ended June 30, | ||||||||||||
| 2026 | 2025 | Period to Period Change | ||||||||||
| Revenue | $ | 4,276,956 | $ | 3,873,993 | $ | 402,963 | ||||||
| Cost of revenue | 746,136 | 757,193 | (11,057 | ) | ||||||||
| Gross profit | 3,530,820 | 3,116,800 | 414,020 | |||||||||
| Gross Margin | 82.6 | % | 80.5 | % | 2.1 | % | ||||||
| Operating expenses: | ||||||||||||
| Selling, general and administrative | 2,699,308 | 2,138,692 | 560,616 | |||||||||
| Research and development | 673,444 | 696,163 | (22,719 | ) | ||||||||
| Total operating expenses | 3,372,752 | 2,834,855 | 537,897 | |||||||||
| Profit (Loss) from operations | 158,068 | 281,945 | (123,877 | ) | ||||||||
| Interest expense | (851,753 | ) | (850,254 | ) | (1,499 | ) | ||||||
| Accretion and amortization expenses | (196,636 | ) | (153,572 | ) | (43,064 | ) | ||||||
| Change in fair value of derivative liabilities | (110,051 | ) | (25,200 | ) | (84,851 | ) | ||||||
| Gain (loss) upon convertible promissory note conversion and redemption | — | 8,433 | (8,433 | ) | ||||||||
| Other income | 40,904 | 66,671 | (25,767 | ) | ||||||||
| Net loss before income taxes | (959,468 | ) | (671,977 | ) | (287,491 | ) | ||||||
| Income taxes | — | — | — | |||||||||
| Net loss before dividends | $ | (959,468 | ) | $ | (671,977 | ) | $ | (287,491 | ) | |||
Revenue for the three months ended June 30, 2026 grew 10.4% year over year to $4.3 million, driven by a 23.6% increase in recurring technology fee revenue, which more than offset a decline in device sales. Gross margin improved to 82.6% from 80.5%. These gains were offset by a 26.2% increase in selling, general and administrative expenses, which drove operating income down 43.9% to $0.16 million from $0.28 million, and widened our net loss to $0.96 million from $0.67 million in the prior-year quarter. Management believes the underlying trend — recurring revenue growth and margin expansion — supports its plan to achieve sustained operating profitability and positive cash flow, even as near-term results were affected by higher non-cash compensation expense discussed below. Overall operating margin was 3.7% this quarter compared to 7.3% in the corresponding prior year period.
This is the third consecutive quarter that Company has reported positive profit from operations, before deducting various costs of capital such as interest and dividends.
Revenue and cost of revenue
Technology fee revenue increased to $4.2 million during the three months ended June 30, 2026, which is a 23.6% increase over the corresponding three-month period of the prior year. The majority of this revenue is recurring, and its 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, which were lower this quarter due to channel timing, comprised 2.6% of our total revenue, or $0.11 million for the three-month period ended June 30, 2026. Gross profit percentage was 82.6% for the three months ended June 30, 2026, compared to 80.5% in the corresponding prior year quarter. This increase in gross margin is a result of improved margins on technology fee revenue as well as significantly improved margin on device sales. Given consistent gross margin on technology fees of approximately 86.9%, and efficiencies gained in using AI in data processing as well as an evolving revenue mix where we expect technology fees to comprise an increasing proportion of revenue, we anticipate continued improvement in overall blended gross margin over time. Technology fees comprised 97.4% of total revenue for the three-month period ended June 30, 2026.
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Operating Expenses
Total operating expenses for the three months ended June 30, 2026, were $3.4 million compared to $2.8 million for the three months ended June 30, 2025, driven primarily by selling, general and administrative expenses, partially offset by lower research and development spending.
Selling, General and administrative expenses
Selling, general and administrative expenses for the three months ended June 30, 2026 were $2.7 million, compared to $2.1 million for the three months ended June 30, 2025, representing an increase of approximately 26.2%. The increase was primarily attributable to higher share-based compensation expense, which increased to approximately $340 thousand from approximately $5 thousand in the comparable prior-year period, as well as the reclassification of certain expenses from cost of sales to selling, general and administrative expenses.
Research and development expenses
For the three months ended June 30, 2026 we recorded research and development expenses of $0.67 million, compared to $0.7 million for the three months ended June 30, 2025. 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, rather than a reduction in overall planned development spending.
Interest Expense
Interest expense for the three months ended June 30, 2026 was $0.85 million, unchanged from the corresponding period in 2025, demonstrating consistency in the average outstanding debt balance during both reporting periods.
Accretion and amortization expenses
For the three months ended June 30, 2026 and 2025, accretion expense was approximately $0.2 million in each period. The expense remained consistent year over year, primarily due to a comparable level of financing arrangements and related debt instruments outstanding during the respective periods.
Change in fair value of derivative liabilities
For the three months ended June 30, 2026 and 2025, we recognized a loss of $110 thousand versus a loss of $25 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 mezzanine equity, convertible notes and equity fair value.
Gain (loss) upon convertible promissory notes conversion
During the three months ended June 30, 2026, the Company did not recognize any gain on the conversion of convertible notes, compared to a gain of approximately $8 thousand during the three months ended June 30, 2025. The decrease was primarily attributable to the absence of convertible note conversions during the current period, whereas certain convertible notes were converted during the comparable prior-year period.
Other income (expense)
Net other income for the three months ended June 30, 2026 was approximately $41 thousand, compared to $67 thousand for the three months ended June 30, 2025. Net other income primarily consisted of processing fees and late payment charges. The decrease was primarily attributable to lower processing fees and late payment charges recognized during the current period.
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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.
The Company continued to report positive EBITDA, with EBITDA of approximately $90 thousand for the three months ended June 30, 2026, compared to approximately $0.33 million for the corresponding period of the prior year. The decrease in EBITDA was primarily attributable to one-time share-based compensation charges, that added approximately $340 thousand to operating expenses for the three months ended June 30, 2026 (compared to approximately $5 thousand in the corresponding prior-year period).
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.
We 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 June 30, 2026 | Three months ended June 30, 2025 | |||||||
| $ | $ | |||||||
| Net loss attributable to common stockholders | (1,070,310 | ) | (754,293 | ) | ||||
| Add: | ||||||||
| Provision for income taxes | — | — | ||||||
| Interest expense | 851,753 | 850,254 | ||||||
| Accretion and amortization expenses | 196,636 | 153,572 | ||||||
| Depreciation | 1,488 | 1,488 | ||||||
| Preferred stock dividends (2) | 110,842 | 82,316 | ||||||
| EBITDA | 90,409 | 333,337 | ||||||
| Add (Less) | ||||||||
| Share based compensation (1) | 339,970 | 5,935 | ||||||
| Other (income)/loss (3) | (40,904 | ) | (66,671 | ) | ||||
| (Gain) loss upon convertible promissory notes conversion and redemption (3) | — | (8,433 | ) | |||||
| Fair value change on derivative liabilities (3) | 110,051 | 25,200 | ||||||
| Adjusted EBITDA | 499,526 | 289,368 | ||||||
| Weighted average number of common shares outstanding | 23,096,373 | 26,284,734 | ||||||
| Adjusted Loss per Share, Basic and Diluted | 0.004 | 0.011 | ||||||
(1) Share based compensation is a non-cash item therefore is removed from our adjusted EBITDA analysis
(2) Preferred stock dividend payment is at Company’s discretion and therefore is removed from our EBITDA analysis
(3) These items relate to financing transactions and therefore do not reflect the Company’s core operating activities
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Translation Adjustment
Translation adjustment was a gain of $422 versus a loss of $36 thousand for the three months ended June 30, 2026 and 2025, 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.
Liquidity and Capital Resources
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, 2026 and 2025, 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 may need to reduce expenditures 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.
We generally require cash to:
| ● | purchase 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 additional equity and debt capitalization of the Company. The Company has incurred recurring losses from operations, and as at June 30, 2026, has an accumulated deficit of $143 million (March 30, 2026: $143 million), the Company has a working capital deficit of $32 million (March 30, 2026: $31 million).
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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 August 1, 2024, the Company received a notice from Nasdaq stating that Nasdaq has determined to delist the Company’s shares of common stock on The Nasdaq Capital Market, effective at the open of business on August 5, 2024. Nasdaq reached its decision pursuant to Nasdaq Listing Rule 5550(b)(2) because the Company no longer complied with the minimum $35 million market value of listed securities. Following the suspension of trading on The Nasdaq Capital Market, the Company’s shares of common stock were again quoted on the OTCQB under the symbol “BTCY.”
During the three months ended June 30, 2026, the Company continued to fund its operations through a combination of debt financing arrangements and existing financing facilities.
As of June 30, 2026, the Company had cash and cash equivalents of $466,503 and continued to evaluate additional financing alternatives to support working capital requirements, product development initiatives and future growth opportunities.
The Company has consistently reported positive Free Cash Flows for last year, which is defined as the operating cash flow generated by the Company that is available to pay for dividend and interest obligations. Free Cash Flow is a non-generally accepted accounting principle (“non-GAAP”) measure that represents the cash that the Company generates from its operations after deducting cash used on operating expenses and any capital asset spending. Unlike other accounting measures such as earnings or net income, this measure of profitability excludes non-cash expenses, but includes spending on capital assets and changes in working capital on the Company’s Balance Sheet. This is a key measure that management and investors use to evaluate progress towards Company profitability.
| 3 months ended June 30, 2026 | 3 months ended June 30, 2025 | |||||||
| $ | $ | |||||||
| Net cash generated (used) in operating activities | 507,227 | (373,389 | ) | |||||
| Add: | ||||||||
| Interest expense | 760,948 | 850,254 | ||||||
| Less: | ||||||||
| Investment in capital assets | — | — | ||||||
| Free Cash Flows | 1,268,175 | 476,865 | ||||||
| Weighted average number of common shares outstanding | 23,096,373 | 26,284,734 | ||||||
Free Cash Flow per Share, Basic and Diluted | 0.05 | 0.018 | ||||||
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 interim financial statements.
As we proceed with the commercialization of the Biocore 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.
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 financing 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.
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The following is a summary of cash flows for each of the periods set forth below.
| For the Three Months Ended | ||||||||
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash generated (used) in operating activities | $ | 507,227 | $ | (373,389 | ) | |||
| Net cash used in investing activities | — | — | ||||||
| Net cash provided by (used in) financing activities | (190,935 | ) | 435,705 | |||||
| Net Increase (decrease) in cash | $ | 316,292 | $ | 62,316 | ||||
Net Cash Generated (Used) in Operating Activities
During the three months ended June 30, 2026, we generated cash in operating activities of $507 thousand compared to $373 thousand cash used for the corresponding prior year period. The cash in operating activities was primarily due to selling expenses as well as research, product development, business development, marketing and general operations. The increase in cash generation reflects management’s concerted effort to contain costs while increasing revenues.
Net Cash Used in Investing Activities
Net cash used in investing activities was Nil and Nil during the three months ended June 30, 2026 and 2025.
Net Cash Provided by (Used in) Financing Activities
Net cash used in financing activities was $191 thousand compared to net cash provided of $436 thousand during the three months ended June 30, 2026 and 2025, respectively.
For the three months ended June 30, 2026, the net cash used by financing activities was primarily due to repayment of short term loan of $185 thousand.
For the three months ended June 30, 2025, the net cash provided by financing activities was primarily due to the proceeds from convertible promissory notes and short term loan, in the amount of $0.442 million.
Critical Accounting Estimates
Our consolidated interim financial statements are prepared in accordance with GAAP. These accounting principles require us to make estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenue and expense during the periods presented. We believe that the estimates and judgments upon which we rely are reasonably based upon information available to us at the time that we make these estimates and judgments. To the extent that there are material differences between these estimates and actual results, our financial results will be affected. The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our 2026 Form 10-K filed on July 14, 2026.
During the three months ended June 30, 2026, 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 2026 Form 10-K filed on July 14, 2026.
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Recent Accounting Pronouncements
Refer to Note 3— Summary of Significant Accounting Policies to our condensed consolidated interim financial statements included elsewhere in this report 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for a smaller reporting company.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control objectives. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.
At the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, as well as recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to the Company.
Changes in Internal Control
There were no changes in the Company’s internal control over financial reporting that occurred during the three-month period ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. We are not currently a party to, and our property is not the subject of, any material legal proceedings. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 1A. Risk Factors
Not required for smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During
the quarter ended June 30, 2026, no director or officer of the Company
Item 6. Exhibits
| 31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | |
| 32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | |
| 101 | Inline XBRL Document Set for the financial statements and accompanying notes in Part I, Item 1, of this Quarterly Report on Form 10-Q. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 19 day of August 2026.
BIOTRICITY INC.
| By: | /s/ Waqaas Al-Siddiq | |
| Name: | Waqaas Al-Siddiq | |
| Title: | Chief Executive Officer | |
| (principal executive officer) | ||
| By: | /s/ John Ayanoglou | |
| Name: | John Ayanoglou | |
| Title: | Chief Financial Officer | |
| (principal financial and accounting officer) |
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