Biotricity (BTCY) adds Series C preferred that can convert into 59.6% common

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Biotricity Inc. entered exchange agreements on May 1, 2026 with holders of 14,144,325 common shares, options for 3,992,427 shares, and warrants for 1,436,216 shares. These securities were exchanged for 1,957,297 shares of newly created Series C Preferred Stock on a ten‑for‑one basis.

The company designated 2,100,000 Series C Preferred shares, each carrying 40 votes. After any equity financing raising at least $15 million, outstanding Series C will automatically convert into 59.6% of Biotricity’s common stock. If no such financing occurs by March 31, 2028, each Series C share may convert into 10 common shares.

Positive

None.

Negative

Potentially significant dilution and control concentration: Upon a qualified financing, Series C Preferred Stock will convert into 59.6% of outstanding common shares, creating a dominant ownership and voting position relative to current common shareholders.

Insights

Biotricity creates super‑voting preferred stock with large potential ownership stake.

Biotricity exchanged over 19 million equity instruments for 1,957,297 Series C Preferred shares held by existing stakeholders, including officers and directors. Each preferred share carries 40 votes, and 2,100,000 shares were authorized, indicating a significant new voting class.

Upon any equity financing raising at least $15 million, all Series C converts into 59.6% of the company’s outstanding common stock, which would be a substantial ownership and voting block. If no such financing occurs by March 31, 2028, each preferred share becomes 10 common shares, still a large issuance.

The company relied on a Section 4(a)(2) exemption, so these issuances were not registered publicly. The eventual effect on existing common holders will depend on whether a qualified financing occurs and the resulting capital structure at that time.

8-K Event Classification

4 items: 1.01, 3.02, 5.03, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Common shares exchanged: 14,144,325 shares Options exchanged: 3,992,427 options Warrants exchanged: 1,436,216 warrants +5 more

8 metrics

Common shares exchanged 14,144,325 shares Exchange Shares swapped into Series C Preferred on May 1, 2026

Options exchanged 3,992,427 options Options to purchase common stock exchanged into Series C Preferred

Warrants exchanged 1,436,216 warrants Warrants to purchase common stock exchanged into Series C Preferred

Series C Preferred issued 1,957,297 shares Aggregate Series C Preferred Stock received by exchange holders

Series C authorized 2,100,000 shares Shares designated as Series C Preferred in Certificate of Designation

Voting power per Series C share 40 votes/share Voting rights granted to each Series C Preferred share

Ownership on qualified financing 59.6% of common Portion of outstanding common stock into which Series C will convert

Qualified financing threshold $15 million Minimum gross proceeds from equity offering to trigger automatic conversion

Key Terms

Series C Preferred Stock, Qualified Financing, Certificate of Designation, Section 4(a)(2), +1 more

5 terms

Series C Preferred Stock financial

"Holders of Series C Preferred Stock (the “Series C Holders”) will be entitled to 40 votes"

A Series C preferred stock is a specific class of ownership issued during a later funding round that gives holders priority over common shareholders for getting paid and receiving dividends, like having a reserved lane in traffic when money is distributed. It often includes agreed rights such as a fixed payout, protection against dilution, and the option to convert into common shares, so investors treat it as a mix of safety and upside potential.

Qualified Financing financial

"Effective upon the closing of any offering of equity securities in which the Company receives gross proceeds of at least $15 million (a “Qualified Financing”)"

Certificate of Designation regulatory

"the Company filed a Certificate of Designation of Series C Preferred Stock with the Secretary of State of Nevada"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

Section 4(a)(2) regulatory

"the Company relied upon the exemption from registration under Section 4(a)(2) under the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

unregistered sales of equity securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities. The disclosure under Item 1.01 above is incorporated"

Understanding 8-K Material Events →

05/01/2026 - 05:28 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 1, 2026

BIOTRICITY INC.

(Exact name of registrant as specified in its charter)

Nevada

001-40761

30-0983531

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(IRS Employer

Identification No.)

203 Redwood Shores Parkway, Suite 600

Redwood City, California 94065

(Address of Principal Executive Offices)

(800) 590-4155

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On May 1, 2026, Biotricity Inc. (the “Company”) entered into exchange agreements with holders (the “Exchange Holders”) of an aggregate of 14,144,325 shares of the Company’s common stock (the “Exchange Shares”), options (the “Exchange Options”) to purchase 3,992,427 shares of common stock of the Company, and warrants (the “Exchange Warrants,” and together with the Exchange Shares and the Exchange Options, the “Exchange Securities”) to purchase 1,436,216 shares of common stock of the Company. The Exchange Holders include officers and directors of the Company.

Pursuant to the exchange agreements, the Exchange Holders exchanged their Exchange Securities for an aggregate of 1,957,297 shares of newly created Series C Preferred Stock of the Company (on the basis of ten Exchange Securities for one share of Series C Preferred Stock).

In connection with the exchange agreements, on May 1, 2026, the Company filed a Certificate of Designation of Series C Preferred Stock with the Secretary of State of Nevada. Pursuant to the Certificate of Designation, the Company designated 2,100,000 shares as Series C Preferred Stock. Holders of Series C Preferred Stock (the “Series C Holders”) will be entitled to 40 votes for each share of Series C Preferred Stock. Effective upon the closing of any offering of equity securities in which the Company receives gross proceeds of at least $15 million (a “Qualified Financing”), outstanding shares of Series C Preferred Stock will automatically convert into an aggregate of 59.6% of the Company’s outstanding shares of common stock (the “Conversion Shares”). In the event the Company issues warrants in such Qualified Financing, Series C Holders will also receive warrants in the form issued in the Qualified Financing and in the same ratio to the Conversion Shares as the warrant coverage in the Qualified Financing. In the event the Company has not consummated a Qualified Financing by March 31, 2028, Series C Holders will have the right to convert each share of Series C Preferred Stock to 10 shares of common stock.

The foregoing descriptions of the exchange agreements and Certificate of Designation are qualified by reference to the full text of such documents, which are filed as exhibits to this report.

In connection with the foregoing, the Company relied upon the exemption from registration under Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure under Item 1.01 above is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure under Item 1.01 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit
3.1		Certificate of Designation of Series C Preferred Stock
10.1		Form of Exchange Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: May 1, 2026

	BIOTRICITY INC.

	By:	/s/ Waqaas Al-Siddiq
		Waqaas Al-Siddiq
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What capital restructuring did Biotricity (BTCY) announce in this 8-K?

Biotricity exchanged 14,144,325 common shares, options for 3,992,427 shares, and warrants for 1,436,216 shares into 1,957,297 shares of new Series C Preferred Stock, restructuring ownership into a super-voting preferred class.

How many Series C Preferred shares did Biotricity (BTCY) issue and authorize?

Biotricity issued 1,957,297 Series C Preferred shares in the exchange and designated 2,100,000 shares in total. The difference represents authorized but unissued preferred shares available under the new class.

What voting rights do Biotricity (BTCY) Series C Preferred Stockholders receive?

Holders of Biotricity’s Series C Preferred Stock are entitled to 40 votes for each preferred share. This super-voting feature gives the new class substantial influence compared with holders of the company’s common stock.

When will Biotricity (BTCY) Series C Preferred convert into common stock?

After any equity financing in which Biotricity raises at least $15 million, all outstanding Series C will automatically convert into 59.6% of the company’s outstanding common shares. This automatic conversion is tied specifically to that qualified financing event.

What happens to Biotricity (BTCY) Series C Preferred if no qualified financing occurs?

If Biotricity has not completed a qualified financing by March 31, 2028, each Series C Preferred share becomes convertible into 10 common shares. This alternative conversion right activates only if the defined financing threshold is not met by that date.

How did Biotricity (BTCY) treat the exchange under U.S. securities laws?

Biotricity relied on the Section 4(a)(2) exemption under the Securities Act of 1933. That exemption covers transactions not involving a public offering, so the exchanged securities were issued without registering them for public sale.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 53.1 KB