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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): September 22, 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)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
September 22, 2026, Jainal Bhuiyan notified the Board of Directors (the “Board”) of Biotricity Inc. (the “Company”)
of his resignation as a member of the Board and as a member of the Compensation Committee of the Board, effective September 22,
2026. Mr. Bhuiyan’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s
operations, policies or practices.
Mr.
Bhuiyan had served as a director of the Company since August 15, 2024. The Board thanks Mr. Bhuiyan for his service and contributions
to the Company.
Following
Mr. Bhuiyan’s resignation, the Board consists of three directors: Waqaas Al-Siddiq, David A. Rosa and Ronald McClurg. The Board
has appointed Ronald McClurg to the Compensation Committee to fill the committee vacancy created by Mr. Bhuiyan’s resignation.
As a result, the Compensation Committee consists of David A. Rosa, who continues to serve as its chairman, and Ronald McClurg. The composition
of the Audit Committee (Ronald McClurg, chairman, and David A. Rosa) and the Nominating and Corporate Governance Committee (David A.
Rosa, chairman, and Ronald McClurg) is unchanged. The Board has not yet determined whether it will fill the vacancy on the Board created
by Mr. Bhuiyan’s resignation or reduce the size of the Board.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 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:
September 25, 2026
| |
|
BIOTRICITY
INC. |
| |
|
|
| |
By: |
/s/
S. John Ayanoglou |
| |
|
S.
John Ayanoglou |
| |
|
Chief
Financial Officer |
