AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 8, 2022As filed with the Securities and Exchange Commission on May 9, 2024

 

REGISTRATION NO.Registration Statement No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549

 

AMENDMENT NO. 1
TO

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

BIOTRICITY INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of

incorporation or organization)

30-0983531 I.R.S. Employer Identification Number

 

203 Redwood Shores Parkway, Suite 600Nevada30-09835313845
Redwood City, CA 94065(State or other jurisdiction of
 incorporation or organization)
(650) 832-1626(I.R.S. Employer
Identification No.)

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

(800) 590 4155

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

 

Waqaas Al-Siddiq, CEO
Biotricity Inc.
203 Redwood Shores Parkway, Suite 600
Redwood City, CA 94065
(650) 832-1626

Waqaas Al-Siddiq

Chief Executive Officer

Biotricity Inc.

203 Redwood Shores Parkway, Suite 600

Redwood City, CA 94065

(800) 590 4155

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

 

Copies to:

 

Copies to:

Gregory Sichenzia Esq.

Jeff Cahlon

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas 31ST Floor

New York, New York 10036

Phone: 212-930-9700

Fax: 212-930-9725Telephone: (212) 930-9700

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:box.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plants,plans, check the following box:box.

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

 

Indicate by check mark whether the 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”,filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Act.

Large accelerated filerAccelerated filer
Non-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 accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

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

 

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

 

 

 

 

 

The information in this preliminary prospectus is not complete and may be changed. The selling stockholdersstockholder named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offerand the selling stockholder named in this prospectus are not soliciting offers to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated April 8, 2022completion, dated May 9, 2024

 

PRELIMINARY PROSPECTUS

 

10,947,201 

1,419,047 Shares of Common Stock

BIOTRICITY INC.

This prospectus relates to the public offeringresale from time to time of up to 10,947,2011,419,047 (the “Conversion Shares”) shares of our common stock, par value $0.001 per share (the “Common Stock”), of Biotricity Inc. by the selling stockholder identified in this prospectus (the “Selling Stockholder”), including its pledgees, assignees, donees, transferees or its respective successors-in-interest, issuable upon the conversion of 149 shares of our Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) issued to the Selling Stockholder pursuant to a private placement transactions (the “2024 Private Placement”), including conversion of any accrued but unpaid dividends and other amounts due. The number of Conversion Shares was calculated based upon the number of shares of Series B Preferred Stock sold in the 2024 Private Placement, multiplied by $10,000 (the stated value of the Series B Preferred Stock), divided by $1.05 (80% of the volume-weighted average price (“VWAP”) of the Common Stock on April 30, 2024, which is comprisedsimilar to the calculation of the alternate conversion price of the Series B Preferred Stock as set forth in the certificate of designations of the Series B Preferred Stock (the “Certificate of Designations”). On September 19, 2023, we filed a prospectus supplement to our registration statement on Form S-3 registering 220 shares of Series B Preferred Stock and the 1,704,593 shares of Common Stock issued to the selling stockholdersissuable upon the conversion of convertible promissory notes issued to certain selling stockholders pursuant to private placements between June 2020 and February 2021,the 220 shares of Series B Preferred Stock. The Certificate of Designations provides that we shall not issue shares of Common Stock andupon conversion of the Series B Preferred Stock in an amount exceeding 19.9% of the outstanding Common Stock as of the initial date of issuance of Series B Preferred Stock (the “Nasdaq Limit”), which is equal to 1,704,593 shares of Common Stock, underlying Exchangeable Shares issued to certain investorsunless we receive stockholder approval for the issuance of in connection with the Company’s reverse take-overexcess of iMedical Innovations Inc.,1,704,593 shares of Common Stock issued to advisors and consultantsupon conversion of the Company between February 2016Series B Preferred Stock (the “Stockholder Approval”). Therefore, the Selling Stockholder will not be able to fully convert all 149 shares of Series B Preferred Stock and January 2022 as share-based compensationwill not be able to be issued all of the Conversion Shares being registered pursuant to the registration statement of which this prospectus forms a part without obtaining Stockholder Approval of such issuance to the extent the issuance would exceed the Nasdaq Limit.

The Selling Stockholder acquired 110 shares of the Series B Preferred Stock in the initial closing of the 2024 Private Placement on March 25, 2024 (the “First Closing”) and an additional 39 shares of the Series B Preferred Stock in the second closing of the 2024 Private Placement on April 30, 2024 (the “Second Closing”). We are filing the registration statement on Form S-3, of which this prospectus forms a part, to fulfill our contractual obligations with the Selling Stockholder to provide for services, andthe resale by the Selling Stockholder of the shares of Common Stock issued to certain shareholders in connection with private placements between February 2016 and June 2020. Please see “Description of Transactions”offered hereby. See “Selling Stockholder” beginning on page 48 of this prospectus.prospectus for more information about the Selling Stockholder. The registration of the shares of Common Stock to which this prospectus relates does not require the Selling Stockholder to sell any of its shares of our Common Stock.

 

We are not offering any shares of Common Stock under this prospectus and will not receive any proceeds from the sale of shares of common stock by the selling stockholders.

The selling stockholders may sell or otherwise disposeother disposition of the shares covered hereby. See “Use of Common Stock covered byProceeds” beginning on page 7 of this prospectus.

The Selling Stockholder identified in this prospectus, in a number of different waysor its pledgees, assignees, donees, transferees or its respective successors-in-interest, from time to time may offer and at varying prices. The prices at which the selling stockholders may sell the shares will be determined bythrough public or private transactions at prevailing market prices, for at prices related to prevailing market prices or at privately negotiated prices the shares held by them directly or through underwriters, agents or broker-dealers on terms to be determined at the time of sale, as described in negotiated transactions. We providemore detail in this prospectus. See “Plan of Distribution” beginning on page 10 of this prospectus for more information about how the selling stockholdersSelling Stockholder may sell or otherwise dispose of theirits respective shares of Common Stock inStock. See the section titled “Planentitled “Selling Stockholder” on page 8.

In connection with the 2024 Private Placement, we have agreed to bear all of Distribution.” The selling stockholders will pay all brokerage fees and commissions and similar expenses. We will pay allthe expenses (except brokerage fees and commissions and similar expenses) relating toin connection with the registration of the shares of Common Stock withpursuant to this prospectus. The Selling Stockholder will pay or assume all commissions, discounts, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, attributable to its sales of the Securities and Exchange Commission.shares of Common Stock.

 

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

 

Our Common Stock is currently tradedlisted on the Nasdaq Capital Market under the symbol “BTCY”“BTCY.” On April 7, 2022,30, 2024, the last reported salessale price forof our Common Stock on the Nasdaq Capital Market was $2.11$1.34 per share.

 

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should readAn investment in shares of our shares of Common Stock involves risks. See the entire prospectus and any amendments or supplements carefully before you make your investment decision.

The securities offered by this prospectus involve a high degree of risk. See “Risk Factors” beginning on page 4, in addition5 and the “Risk Factors” section of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission and any updates to Risk Factorsthose risk factors or new risk factors contained in our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the applicable prospectus supplement.Securities and Exchange Commission, all of which we incorporate by reference herein.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifpassed upon the adequacy or accuracy of this prospectus is truthful or complete.prospectus. Any representation to the contrary is a criminal offense.

 

This

The date of this prospectus is dated ______, 2022, 2024.

 

 

 


Table of ContentsTABLE OF CONTENTS

 

 Page
About this Prospectus1
Cautionary Statements Regarding Forward-Looking Statements1ii
Prospectus Summary21
The Offering34
Risk Factors45
Forward-Looking Statements6
Use of Proceeds47
Description of Transactions with the Selling StockholdersStockholder48
The Selling Stockholders6
Description of Capital Stock13
Plan of Distribution1110
Legal MatterMatters1611
Experts1611
Where You Can findFind More Information1712
Incorporation of Certain Documents by Reference1712

 

You may only rely on the information contained in

The registration statement containing this prospectus, or that we have referred you to. We have not authorized anyoneincluding the exhibits to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other thanthe registration statement, provides additional information about us and the Common Stock offered byunder this prospectus. This prospectus doesThe registration statement, including the exhibits, can be read on our website and the website of the Securities and Exchange Commission. See “Where You Can Find More Information.”

Information contained in, and that can be accessed through our web site, www.biotricity.com., shall not constitute an offerbe deemed to sell or a solicitation of an offer to buy any Common Stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the datebe part of this prospectus or that the information containedincorporated herein by reference and should not be relied upon by any prospective investors for the purposes of determining whether to purchase the Common Stock offered hereunder.

Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus is correct asto “Biotricity,” “the company,” “we,” “us,” “our” and similar references refer to Biotricity, Inc., an entity incorporated under the laws of any time after its date.the State of Nevada, and where appropriate our consolidated subsidiaries. “This offering” refers to the offering contemplated in this prospectus.

 

i

 

 

ABOUT THIS PROSPECTUS

 

This prospectus contains summariesis part of certain provisionsa registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission (the “SEC”). Under this registration process, the Selling Stockholder may, from time to time, sell the securities offered by it described in this prospectus. We will not receive any proceeds from the sale by the Selling Stockholder of the securities offered by it described in this prospectus.

This prospectus provides you with a general description of the shares of Common Stock the Selling Stockholder may offer. A prospectus supplement may also add, update or change information contained in some ofthis prospectus. To the documents described herein, but referenceextent that any statement made in an accompanying prospectus supplement is inconsistent with statements made to tactual documents for complete information. All ofin this prospectus, the summaries are qualifiedstatements made in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed,this prospectus will be fileddeemed modified or will be incorporatedsuperseded by reference as exhibits tothose made in the registration statement of whichaccompanying prospectus supplement. You should read both this prospectus is a part, and you may obtain copies of those documents asany accompanying prospectus supplement together with the additional information described below under the section entitledheadings “Where You Can Find Additional Information.More Information” and “Incorporation of Certain Information by Reference.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSNeither we nor the Selling Stockholder has authorized anyone to provide you with information different from that contained, or incorporated by reference, in this prospectus, any accompanying prospectus supplement or in any related free-writing prospectus filed by us with the SEC. Neither we nor the Selling Stockholder take any responsibility for, or provide any assurance as to the reliability of, any information other than the information in this prospectus, any accompanying prospectus supplement or in any related free-writing prospectus filed by us with the SEC. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus or any accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference and any related free-writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates.

 

This prospectus and the documentsinformation incorporated herein by reference include trademarks, service marks and informationtrade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference ininto this prospectus, include forward-looking statements withinany applicable prospectus supplement or any related free writing prospectus are the meaningproperty of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include statements concerning:

our possible or assumed future results of operations;
our business strategies;
our ability to attract and retain customers;
our ability to sell additional products and services to customers;
our cash needs and financing plans;

our competitive position;
our industry environment;
our potential growth opportunities;
expected technological advances by us or by third parties and our ability to leverage them;
the effects of future regulation; and
the effects of competition.

All statements in this prospectus and the documents and information incorporated by reference in this prospectus that are not historical facts are forward-looking statements. We may, in some cases, use terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions or the negative of such items that convey uncertainty of future events or outcomes to identify forward-looking statements.

Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

their respective owners.

 

ii

 

PROSPECTUS SUMMARY

 

This summary highlights about us and selected information contained elsewhere in this prospectus.prospectus and in the documents we incorporate by reference. This summary does not contain all of the information that you should consider before investing in our Company.Common Stock. You should carefully read thethis entire prospectus including alland the documents incorporated by reference herein. In particular, attention should be directed tocarefully, especially the risks of investing in our Common Stock discussed under and incorporated by reference in “Risk Factors,” “Information With Respect to the Company,” “Management’s Discussion and AnalysisFactors” on page 5 of Financial Condition and Results of Operations” and thethis prospectus, along with our consolidated financial statements and related notes thereto contained herein or otherwiseto those consolidated financial statements and the other information incorporated by reference hereto,in this prospectus, before making an investment decision.

 

All brand names or trademarks appearing in this report are the property of their respective holders. Unless the context requires otherwise, references in this report to “Biotricity,” the “Company,” “we,” “us” and “our” refer to Biotricity Inc., a Nevada corporation.

Corporate Information

Our Company was incorporated on August 29, 2012 in the State of Nevada. Our principal executive office is located at 203 Redwood Shores Parkway, Suite 600, Redwood City, California, and our telephone number is (650) 832-1626. Our website address is www.biotricity.com. The information on our website is not part of this prospectus. Our fiscal year end is March 31.

Business Overview

 

Biotricity Inc. isWe are 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 focusfocused on a segment of the ambulatory diagnostic mobile cardiac telemetry market, otherwise known as MCT,COM, while also providing our chosen markets with the capability to also perform otherall types of ambulatory cardiac studies.

 

We developed our FDA-cleared Bioflux® MCT(“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, in order 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 30, 202031, 2021 marked the Company’sour first year of expanded commercialization efforts, focused on sales growth and expansion. In 2021, we announced the initial launch of Bioheart, a direct-to-consumer heart monitor that offers the same continuous heart monitoring technology used by physicians. In addition to developing and receiving regulatory approval or clearance of other technologies that enhance our ecosystem, in 2022, we announced the launch of our Biotres Cardiac Monitoring Device (“Biotres”), a three-lead device for ECG and arrhythmia monitoring intended for lower risk patients, a much broader addressable market segment. We have since expanded our sales efforts to 2633 states, with intention to expand further and compete in the broader US market using an insourcing business model. Our technology has a large potential total addressable market, which can include hospitals, clinics and physicians’ offices, as well as other IDTFs.Independent Diagnostic Testing Facilities (“IDTFs”). We believe our technological and clinical advantage with our solution’s insourcing model, which empowers physicians with state-of-the-art technology and charges technology service fees for its use, has the benefit of a reduced operating overhead for the Company,us, and enables a more efficient market penetration and distribution strategy. This, when combined with the value the Company’s solution in the diagnosis of cardiac arrhythmias, enhancement of patient outcomes, improved patient compliance, and the corresponding reduction of healthcare costs, is driving growth and increasing revenues.

 

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

General Corporate Information

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

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

1

2024 Private Placement

On March 25, 2024, we entered into a securities purchase agreement (the “Purchase Agreement”) with the Selling Stockholder for the issuance and sale, in the 2024 Private Placement of 110 shares of the Series B Preferred Stock at a purchase price of $9,090.91 per share of Series B Convertible Preferred Stock, for gross proceeds of $1,000,000. Subject to the satisfaction of certain closing conditions set forth in the Purchase Agreement, at any time prior to the 30th calendar day following the initial closing date (the “First Closing”), we had the right to require the Selling Stockholder to consummate a second closing (the “Second Closing”) to purchase an additional 110 shares of our Series B Preferred Stock at a purchase price of $9,090.91 per share for gross proceeds of $1,000,000. The CompanyFirst Closing of the sale of the initial 110 shares of Series B Preferred Stock was effected on March 25, 2024. On April 30, 2024, we consummated the Second Closing pursuant to the Purchase Agreement and sold to the Selling Stockholder an additional 39 shares of Series B Preferred Stock for gross proceeds of $354,545.

Pursuant to the Purchase Agreement, we have also agreed to seek the approval of our stockholders that may be required upon conversion of the Series B Preferred Stock (the “Stockholder Approval”), if required by the applicable rules and regulations of Nasdaq Capital Market. We have agreed to hold an annual or special meeting of stockholders for the purpose of obtaining Stockholder Approval as soon as practicable, but in no event later than 75 days following the date on which two conversions of Series B Preferred Stock by the Selling Stockholder would require approval of the Company’s stockholder, and to hold a meeting every three (3) months thereafter for the purpose of obtaining Stockholder Approval if the proposal is not approved at the first meeting until Stockholder Approval is obtained.

We also entered into a Registration Rights Agreement, dated March 25, 2024, with the Selling Stockholder (the “Registration Rights Agreement”), pursuant to which we agreed, among other things, to: (i) within forty-five (45) days after the date of the Purchase Agreement, with respect to the shares issuable upon conversion of the Series B Preferred Stock (the “Conversion Shares”) that may, from time to time, be issued or become issuable to the Selling Stockholder with respect to the shares Series B Preferred Stock under the Purchase Agreement on the First Closing, and (ii) within ten (10) days after the Second Closing with respect to the Conversion Shares that may, from time to time, be issued or become issuable to the Selling Stockholder with respect to the shares of Series B Preferred Stock under the Purchase Agreement on the Second Closing, file with the SEC an initial registration statement (the “Registration Statement”) covering the maximum number of Registrable Securities (as such term is defined in the Registration Rights Agreement), to have the Registration Statement declared effective within 30 calendar days of filing of the Registration Statement (or 90 calendar days if the Registration Statement is subject to a full review). In the event of the failure to comply with deadlines to file the Registration Statement or to have such Registration Statement declared effective, we are obligated in each event to issue to the Selling Stockholder 100,000 shares of Common Stock.

Series B Preferred Stock

Pursuant to the Certificate of Designations filed with the Nevada Secretary of State, 600 shares of our shares of preferred stock have been designated as Series B Preferred Stock. Each share of Series B Preferred Stock has also developed or is developing several other ancillary technologies, which will require application for further FDA clearances, whicha stated value of $10,000 per share (the “Stated Value”).

The Series B Preferred Stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, anticipates applying for within the nextranks senior to twelve months. Among these are:

advanced ECG analysis software that can analyze and synthesize patient ECG monitoring data with the purposeall capital stock of distilling it down to the important information that requires clinical intervention, while reducing the amount of human intervention necessary in the process;
the Bioflux® 2.0, which is the next generation of our award winning Bioflux®

During fiscal 2021, the Company announcedunless the holders of the majority of the outstanding shares of Series B Preferred Stock consent to the creation of other capital stock of the Company that it received a 510(k) clearance fromis senior or equal in rank to the FDA for its Bioflux Software II System, engineered to improve workflows and reduce estimated analysis time from 5 minutes to 30 seconds. ECG monitoring requires significant human oversight to review and interpret incoming patient data to discern actionable events for clinical intervention, highlighting the necessity of driving operational efficiency. This improvement in analysis time reduces operational costs and allows the company 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 to help drive greater revenue.Series B Preferred Stock.

 

DuringHolders of Series B Preferred Stock will be entitled to receive cumulative dividends (“Dividends”), in shares of our Common Stock or cash on the latter partStated Value at an annual rate of fiscal 2022,8% (which will increase to 15% if a Triggering Event (as defined in the Company completed developmentCertificate of its Biocare system, which is designed to serviceDesignations)) occurs. Dividends will be payable upon conversion of the chronic care monitoring needsSeries B Preferred Stock, upon any redemption, or upon any required payment upon any Bankruptcy Triggering Event (as defined in the Certificate of clinics and cardiac patients on an ongoing basis. The Company concurrently launched its Bioheart product, which is a wearable consumer device that is a personal heart monitor which allows the consumer to access constant and accurate heart rhythm monitoring.Designations).

 

In January 2022Holders of Series B Preferred Stock will be entitled to convert shares of Series B Preferred Stock into a number of shares of Common Stock determined by dividing the Company announced that it has receivedStated Value (plus any accrued but unpaid dividends and other amounts due) (the “Conversion Amount”) by the 510(k) FDA clearance of its Biotres patch solution, whichconversion price. The initial conversion price is a novel product$3.50, subject to adjustment in the fieldevent of Holter monitoring. This three-lead technology can provide connected Holter monitoring that is designed to produce more accurate arrythmia detection than is typicala subdivision or combination of competing remote patient monitoring solutions. The Company has already developed further improvements to this technologyour Common Stock, our issuance or sale or securities that are expectedconvertible or exchangeable into shares of Common Stock at a price which varies or may vary with the market price of the Common Stock, or we issue or sell Common Stock at a price lower than the then-effective conversion price. Holders may not convert the Series B Preferred Stock to follow, which areCommon Stock to the extent such conversion would cause such holder’s beneficial ownership of Common Stock to exceed 4.99% (or, at the option of the Selling Stockholder 9.99%) of the outstanding Common Stock (the “Beneficial Ownership Limitation”). In addition, we will not known byissue shares of Common Stock upon conversion of the CompanySeries B Preferred Stock in an amount exceeding 19.9% of the outstanding Common Stock as of the initial date issuance of Series B Preferred Stock (the “Initial Issuance Date”) unless we receive stockholder approval for such issuances. Based on the foregoing, the maximum number of shares of Common Stock that was initially issuable upon conversion of the Series B Preferred Stock to be currently availableissued pursuant to the Purchase Agreement was 1,704,593 shares, which has been reduced to 772,210 shares of Common Stock after taking into account the 932,383 shares of Common Stock issued upon conversion of 65 of the 220 shares of Series B Preferred Stock issued in the market for clinical and consumer patch solution applications.September 2023.

 

2

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

The Series B Preferred Stock will automatically convert to Common Stock upon the 24-month anniversary of the Initial Issuance Date of the Series B Preferred Stock.

At any time after the earlier of a holder’s receipt of a Triggering Event notice and such holder becoming aware of a Triggering Event and ending on the 20th trading day after the later of (x) the date such Triggering Event is cured and (y) such holder’s receipt of a Triggering Event notice, such holder may require us to redeem such holder’s shares of Series B Preferred Stock. Upon any Bankruptcy Triggering Event (as defined in the Certificate of Designations), we will be required to immediately redeem all of the outstanding shares of Series B Preferred Stock. We will have the right at any time to redeem all or any portion of the Series B Preferred Stock then outstanding at a price equal to 110% of the Stated Value plus any accrued but unpaid dividends and other amounts due.

Holders of the Series B Preferred Stock will not have the right to vote the shares of Series B Preferred Stock other than under limited circumstances.

The foregoing summary of the terms of the Series B Preferred Stock is qualified in its entirety by reference to the Certificate of Designations for the Series B Preferred Stock, which is incorporated herein by reference.

Voting Agreement

In connection with the Purchase Agreement, we and certain of our stockholders entered into a voting agreement, agreeing to vote their shares of the Company that are entitled to vote at a meeting of our stockholders, or to sign an action by written consent of our stockholders, in favor of Stockholder Approval and against any proposal or other corporate action that would result in a breach of the Purchase Agreement and any transaction document entered in connection therewith.

3

 

 

THE OFFERING

 

IssuerTerms of the Offering Biotricity Inc.

The Selling Stockholder and any of its pledgees, assignees and successors-in-interest will determine when and how it sells the shares offered in this prospectus and may, from time to time, sell any or all of its shares covered hereby on The Nasdaq Capital Market or any other stock exchange, market or trading facility on which the shares are traded or in privately negotiated transactions. These sales may be at fixed or negotiated prices. See “Plan of Distribution.”

   
Shares of Common Stock Offeredoffered by the Selling Stockholder 10,947,201 1,419,047 shares
of Common Stock Outstanding before this offering49,927,049(subject to obtaining Stockholder Approval of the issuance of shares
of Common Stock Outstanding after this offering49,927,049 shares
Termsupon conversion of this OfferingThe selling stockholders will determine when and how it will sell the CommonSeries B Preferred Stock offered in this Prospectus, as described in “Plan of Distribution.”to the extent the issuance would exceed the Nasdaq Limit)
   
Use of Proceeds The selling stockholdersSelling Stockholder will receivereceive all of the proceeds of the sale of shares of Common Stock offered from time to time pursuant to this prospectus. Accordingly, we will not receive any proceeds from the sale of shares of Common Stock offered hereby. We will not receive any proceedsthat may be sold from the saletime to time pursuant to this prospectus. See “Use of the shares of Common Stock offered hereby. We will pay the expenses (other than any broker’s commissions and similar expenses) of this offering.Proceeds.”
   
TradingRisk Factors

You should read the “Risk Factors” section of this prospectus and in the documents incorporated by reference in this prospectus for a discussion of factors to consider before deciding to purchase shares of our Common Stock.

Nasdaq Global Select Market symbol Our Common Stock is listed on the Nasdaq Capital Market under the symbol “BTCY”“BTCY.”

 

34

 

RISK FACTORS

 

Investing in our securitiesshares of Common Stock involves a high degree of risk. Before making an investment decision,deciding whether to invest in our Common Stock, you should consider carefully the risks and uncertainties described below, together with all of the other information included or incorporated by reference in this prospectus, including the risks and other factors describeduncertainties discussed under “Risk Factors” in our most recent Annual Report on Form 10-K, which is incorporated by reference in this prospectus, as supplemented and updated bywell as any updates thereto contained in subsequent quarterly reports on Form 10-Q and current reports on Form 8-K that we have filed or will filefilings with the SEC whichor any free writing prospectus, before deciding whether to purchase our Common Stock in this offering. All of these risk factors are incorporated herein in their entirety. The risks described below and incorporated by reference into this prospectus.

Ourare material risks currently known, expected or reasonably foreseeable by us. However, the risks described below and incorporated by reference are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business, affairs,operating results, prospects assets,or financial condition. If any of these risks actually materialize, our business, prospects, financial condition, and results of operations and cash flows could be materially and adversely affected by these risks.seriously harmed. This could cause the trading price of our Common Stock to decline, resulting in a loss of all or part of your investment. For more information, about our SEC filings, please see the section entitled “Where You Can Find More Information”.Information.”

Risks Related to this Offering

Resales of our Common Stock in the public market by our stockholders as a result of this offering may cause the market price of our Common Stock to fall.

We are registering Common Stock issuable upon the conversion of the Series B Preferred Stock issued in the 2024 Private Placement. Sales of substantial amounts of our Common Stock in the public market, or the perception that such sales might occur, could adversely affect the market price of our Common Stock. The issuance of new shares of Common Stock could result in resales of our Common Stock by our current stockholders concerned about the potential ownership dilution of their holdings. Furthermore, in the future, we may issue additional shares of Common Stock or other equity or debt securities exercisable or convertible into Common Stock. Any such issuance could result in substantial dilution to our existing stockholders and could cause our stock price to decline.

Investors who buy shares at different times will likely pay different prices.

Investors who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their investment results. The Selling Stockholder may sell such shares at different times and at different prices.

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

We may from time-to-time issue additional shares of Common Stock or preferred stock. In addition, as opportunities present themselves, we may enter into financing or similar arrangements in the future, including the issuance of debt securities, Common Stock or preferred stock. Any future issuances of Common Stock or securities convertible into Common Stock, would further dilute the percentage ownership of us held by holders of Common Stock. In addition, the issuance of certain securities, may be used as an “anti-takeover” device without further action on the part of our stockholders, and may adversely affect the holders of the Common Stock.

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

We have never declared or paid cash dividends on our Common Stock. We currently anticipate that we will retain all available funds and future earnings, if any, to fund the development and growth of our business and will not declare or pay any cash dividends in the foreseeable future. As a result, only appreciation of the price of our Common Stock, if any, will provide a return to investors in this offering.

5

FORWARD-LOOKING STATEMENTS

This prospectus, including the documents that we incorporate by reference herein, contains, and any applicable prospectus supplement or free writing prospectus including the documents we incorporate by reference therein may contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements regarding our future financial condition, business strategy and plans and objectives of management for future operations. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify forward-looking statements by terminology such as “believe,” “will,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “might,” “approximately,” “expect,” “predict,” “could,” “potentially” or the negative of these terms or other similar expressions. Forward-looking statements appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things:

From time to time we have, and may in the future, experience a shortfall in cash.
Our auditors have expressed substantial doubt about our ability to continue as a going concern.
We have incurred net losses in prior periods and there can be no assurance that we will generate income in the future.
We will need to raise additional capital to fund our existing operations.
We are dependent on the services of key personnel, a few customers and vendors.
The loss of one or a few customers or vendors could have a material adverse effect on us.
We can be adversely affected by failures of persons who act on our behalf to comply with applicable regulations.

Unfavorable global economic conditions, including any adverse macroeconomic conditions or geopolitical events

could adversely affect our business, financial condition, results of operations or liquidity.

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

to maximize our returns.

We currently do not intend to pay dividends on our Common Stock. Consequently, our stockholders’ ability to achieve a

return on their investment will depend on appreciation in the price of our Common Stock.

We may issue shares of preferred stock or Common Stock in the future, which could dilute your percentage ownership of the Company.
Our failure to comply with continued listing requirements of the Nasdaq Capital Market.
Risks relating to ownership of our Common Stock, including high volatility and dilution.

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

Discussions containing these forward-looking statements may be found, among other places, in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the documents incorporated by reference herein, including our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, as well as any amendments thereto.

These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. We discuss in greater detail, and incorporate by reference into this prospectus in their entirety, many of these risks and uncertainties under the heading “Risk Factors” contained in the documents incorporated by reference herein. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement.

6


USE OF PROCEEDS

 

This prospectus relates toThe Selling Stockholder will receive all of the proceeds of the sale of shares of ourCommon Stock offered from time to time pursuant to this prospectus. Accordingly, we will not receive any proceeds from the sale of shares of Common Stock that may be offered and sold from time to time by the selling stockholders. We will not receive any of the proceeds resulting from the sale of Common Stock by the selling stockholders.

DESCRIPTION OF TRANSACTIONS WITH THE SELLING STOCKHOLDERS

In connection with the Company’s reverse take-over of iMedical Innovations, Inc. in February 2016, certain investors were issued Exchangeable Shares, which were convertible into shares of the Company’s Common Stock. Certain of those Exchangeable Shares that have not yet been converted and which are convertible on a one for one basis into 1,442,782 shares of the Company’s Common Stock are being registered pursuant to this prospectus.

Between February 2016 and April 2022, we issued shares of Common Stock to certain Selling Shareholders who were advisors and consultants to the Company. Of those shares 1,832,910 shares are being registered pursuant to this prospectus.

Between February 2016 and June 2020, we issued shares of Common Stock to certain Selling Stockholders pursuant to private placement transactions. Of those shares, 1,809,432 shares are being registered pursuant to this prospectus.

During the year ended March 31, 2021, the Company issued $11,275,500 (face value) in two series of convertible promissory notes (the “Series A Notes”) sold under subscription agreements to accredited investors, of which approximately $700,000 remains to be converted into shares of the Company’s common stock. The Series A Notes mature one year from the final closing date of the offering and accrue interest at 12% per annum.

For the first series of Series A Notes, commencing six months following the issuance date of such Series A Notes, and at any time thereafter (provided the holder of such Series A Notes has not received notice of the Company’s intent to prepay the note), at the sole election of such holder, any amount of the outstanding principal and accrued interest of this note (the “Series A Outstanding Balance”) may be converted into that number of shares of Common Stock equal to: (i) the Series A Outstanding Balance divided by (ii) 75% of the volume weighted average price of the Common Stock for the five (5) trading days prior to the Conversion Date (the conversion price)prospectus (see section entitled “Selling Stockholder” below).

For the first series of Series A Notes, the notes will automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the twenty (20) consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price will be equal to 75% of the volume weighted average price of the common stock for the twenty (20) trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price will be equal to 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest.

For the second series of Series A Notes, the notes will be convertible into shares of common stock, at the option of the holder, commencing six months from issuance, at a conversion price equal to the lower of $4.00 per share or 75% of the volume weighted average price of the common stock for the five (5) trading days prior to the conversion date.

For the second series of Series A Notes, the notes will automatically convert into common stock (in each case, subject to the trading volume of the Company’s common stock being a minimum of $500,000 for each trading day in the twenty (20) consecutive trading days immediately preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities exchange, in which event the conversion price will be equal to the lower of $4.00 per share or 75% of the volume weighted average price of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price will be equal to the lower of $4.00 per share or 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest.

The Company is obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a three-year term from date of issuance and an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing.

The Company is obligated to pay the placement agent of the first series of Series A Notes a 12% cash fee for $8,925,550 (face value) of the notes and 2.5% cash fee and other sundry expenses for the remaining $2,350,000 (face value) of the notes.

Net proceeds to the Company from Series A Notes issuance up to March 31, 2021 amounted to $10,135,690 after payment of the relevant financing related fees.

The Company is also obligated to issue warrants to the placement agent that have a 10-year term and cover 12% of funds raised for $8,925,550 (face value) of the notes (first series) of which approximately $200,000 remains to be converted into shares of the Company’s common stock and 2.5% of funds raised for the remaining $2,350,000 (face value) of notes (second series) of which approximately $500,000 remains to be converted into shares of the Company’s common stock, with an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common shares at the time final closing.

Prior to final closing, the warrants’ exercise price is variable and will not be struck until that date.

Prior to January 8, 2021 (final closing date), the Company determined that the conversion and redemption features, investor warrants and placement agent warrants contained in those Series A Notes represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liabilities associated with the embedded conversion and redemption features, as well as investor warrants and placement agent warrants. The initial fair value of the derivative liabilities generated as a result of issuing the Series A Notes that were issued until March 31, 2021 was $6,932,194.

Subsequently, the exercise price of all warrants was concluded and locked as of January 8, 2021. Since the exercise price was no longer a variable, the Company concluded that the noteholder and placement agent warrants should no longer be accounted for as a derivative liability in accordance with ASC 815 guidelines related to equity indexation and classification. The derivative liabilities related to those warrants were therefore marked to market as of January 8, 2021 and then transferred to equity (collectively, “End of warrants derivative treatment”).

At March 31, 2021, 733,085 common shares were issued and 18,402 common shares would be issued subsequent to year-end.

In addition, during the year ended March 31, 2021, the Company also issued $1,312,500 (face value) of convertible promissory notes (“Series B Notes”) to various accredited investors, of which $840,000 have not yet been converted.

Commencing six months following the issuance date of such Series B Notes, and at any time thereafter, subject to the Company’s Conversion Buyout clause (as defined in the Series B Notes), at the sole election of the holder, any amount of the outstanding principal and accrued interest of the note (the “Series B Outstanding Balance”) may be converted into that number of shares of Common Stock equal to: (i) the Series B Outstanding Balance divided by (ii) the Conversion Price. Partial conversions of the note shall have the effect of lowering the outstanding principal amount of the note. The holder may exercise such conversion right by providing written notice to the Company of such exercise in a form reasonably acceptable to the Company (a “conversion notice”). Conversion price means (subject in all cases to proportionate adjustment for stock splits, stock dividends, and similar transactions), seventy-five percent (75%) multiplied by the average of the three (3) lowest closing prices during the previous ten (10) trading days prior to the receipt of the conversion notice.

The Series B Notes will automatically convert into common stock upon a merger, consolidation, exchange of shares, recapitalization, reorganization, as a result of which the Company’s common stock shall be changed into another class or classes of stock of the Company or another entity, or in the case of the sale of all or substantially all of the assets of the Company other than a complete liquidation of the Company. Within the first 180 days after the issuance date, the Company may, at its discretion redeem the notes for 115% of their face value plus accrued interest.

The Company is obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a three-year term from date of issuance and an exercise price that is $1.06 per share for 100,000 warrant shares and $1.50 per share for 212,500 warrant shares.

Net proceeds to the Company from convertible note issuances to March 31, 2021 amounted to $1,240,000 after the original issuance discount as well as payment of the financing related fees. The Company determined that the conversion and redemption features contained in the Series B Notes represented a single compound derivative liability that meets the requirements for liability classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liability associated with the embedded conversion and redemption features. The initial fair value of the derivative liabilities generated as a result of issuing the Series B Notes was $497,042.

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

5

SELLING STOCKHOLDERS

Name of Selling Stockholder   Number of Shares Beneficially Owned #  Shares of Common Stock Offered by the Selling Stockholder  Shares Underlying Warrants  Shares Underlying Exchangeable Shares  

Unconverted Convertible Notes Outstanding

(assumed VWAP of $3)

  Unregistered Shares Beneficially Owned After Offering Number  % of Shares Owned After Offering Percent 
                        
1903790 ONTARIO INC (7)  544,711   60,000   -                           484,711   * 
2427304 Ontario Inc. (5)  111,793   60,000   -   111,793       51,793   * 
Abdulla Silim (1) (5)  11,969   11,969   -   11,969       -   - 
ABRAR HUSSAIN (7)  60,000   60,000   -           -   - 
Albert Landstrom (3)  60,425   -   60,425           60,425   * 
Ali Bokhari (1) (5)  11,969   11,969   -   11,969       -   - 
ALISON SLORACH (7)  13,333   13,333   -           -   - 
ALLEN GABRIEL (1)  93,999   46,829   47,170           47,170   * 
ALLIANCE TRUST COMPANY (1)  182,302   87,962   94,340           94,340   * 
ALOK AGRAWAL (1)  10,303   4,407   5,896           5,896   * 
AMER A SAMAD (7)  35,883   35,883   -           -   - 
ANSARI AMERICAN HOLDINGS LLC (7)  1,436,322   60,000   -           1,376,322   2.76%
ARTHUR HIESS 

(7) (8)

  182,948   60,000   -           122,948   * 
Arthur Steinberg (1)  22,853   22,853   -           -   - 
ASHOK PATEL (1)  22,529   10,737   11,792           11,792   * 
ASIAN GATEWAY LTD (1)  112,336   53,374   58,962           58,962   * 
ASIF MUSTAFA (7)  59,846   60,000   -           (154)  - 
Atik Nakrawala (1) (5)  2,393   2,393   -   2,393       -   - 
BARRET MARSHALL MILLER (1)  9,006   4,289   4,717           4,717   * 
BARRY PRESSMAN (7)  148,490   60,000   -           88,490   * 
BARRY SAXE (1)  22,556   10,764   11,792           11,792   * 
BASIL CHRISTAKOS (7)  661   661   -           -   - 
BLAINE 2000 REVOCABLE TRUST (1)  208,963   114,623   94,340           94,340   * 
BMM CAPITAL LLC (1)  90,058   42,888   47,170           47,170   * 
BRADLEY & LORI ABESON REV FAMILY TRUST (1)  31,546   22,584   8,962           8,962   * 
BRIAN LANGHAM (1)  68,483   33,106   35,377           35,377   * 
BRIAN LONNER (1)  112,765   53,803   58,962           58,962   * 
BRIAN SKILLERN (1)  45,000   21,415   23,585           23,585   * 
BRIAN WHEELER (1)  25,424   25,424   -           -   - 
BRUCE CLARKE & PAULA IGNATOWICZ TTEES (7)  13,500   13,500   -           -   - 
BRUCE MCFADDEN (7)  3,900   3,900   -           -   - 
BURT STANGARONE (1)  62,943   29,924   33,019           33,019   * 
CALCOTT FAMILY TRUST (1)  116,267   69,097   47,170           47,170   * 
CHARLES G GATES (1)  32,211   32,211   -           -   - 
CHITAYAT HOLDINGS LLC (1)  45,158   21,573   23,585           23,585   * 
CHRIS DEGROAT (7)  1,032   1,032   -           -   - 
CHRISTOPHER CLARK (3)  83,349   83,349   -           -   - 

6

Name of Selling Stockholder   Number of Shares Beneficially Owned #  Shares of Common Stock Offered by the Selling Stockholder  Shares Underlying Warrants  Shares Underlying Exchangeable Shares  Unconverted Convertible Notes Outstanding (assuming VWAP of $3)  Unregistered Shares Beneficially Owned After Offering Number  % of Shares Owned After Offering Percent 
                        
CHRISTOPHER HUBBARD (7)  14,286   14,286   -                            -   - 
CHRISTOPHER P GUTEK (1)  33,865   10,280   23,585           23,585   * 
CLAYTON M SNOOK (1)  21,403   9,611   11,792           11,792   * 
CLAYTON STRUVE (1)  156,908   95,587   61,321           61,321   * 
COHEN FAMILY TRUST (1)  91,539   42,482   49,057           49,057   * 
COLLEGIATE TUTORING INC (1)  16,485   7,051   9,434           9,434   * 
CONNIFF FAMILY TRUST (1)  21,477   9,685   11,792           11,792   * 
COREY DEUTSCH (7)  50,000   50,000   -           -   - 
CRAIG BORDON (1)  51,909   23,607   28,302           28,302   * 
CRISTIAN JOSE LAPRIDA (7)  16,666   16,666   -           -   - 
Dan Mancuso (3)  6,868   -   6,868           6,868   * 
DAN’S DOORS & GLASS LIMITED (7)  24,843   24,843   -           -   - 
David Allen (3)  5,000   -   5,000           5,000   * 
DAVID JONG (7)  16,850   16,850   -           -   - 
DAVID LIEPERT (6)  25,000   25,000   -           -   - 
DAVID RICHARD JOHNSON TTEE (7)  11,532   11,532   -           -   - 
DAVID SLORACH (7)  27,619   27,619   -           -   - 
DAVID ZEHARIA (7)  140,608   60,000   -           80,608   * 
DELL DARRELL ROLAND (1)  12,798   12,798               -   - 
DEREK SLORACH (7)  6,667   6,667   -           -   - 
DIANE DOWSETT (7)  20,993   20,993   -           -   - 
DONALD P SESTERHENN (7)  14,300   14,300   -           -   - 
DONALD R CROWLEY (1)  40,248   40,248   -           -   - 
DOUGLAS KNIGHTON (1)  46,590   22,533   24,057           24,057   * 
DRAPER INC (7)  5,000   5,000   -           -   - 
DUE MONDI INVESTMENTS LTD (1)  22,556   10,764   11,792           11,792   * 
DUNLAP CAPITAL PARTNERS (2)  580,148   273,544   306,604       201,818   306,604   * 
DYKE ROGERS (7)  18,857   18,857   -           -   - 
EDWARD ROTTER (1)  90,008   42,838   47,170           47,170   * 
EDWIN ROBERSON (7)  36,193   36,193   -           -   - 
EKM CAPITAL LLC (1)  9,006   4,289   4,717           4,717   * 
ELDORET LLC (1)  92,120   44,950   47,170           47,170   * 
ELEVEN 11 FINANCIAL LLC (1)  41,218   41,218   -           -   - 
ELISE HENDRICKSEN (7)  38,287   38,287   -           -   - 
ERNEST W MOODY TTEE (7)  169,739   60,000   -           109,739   * 
FAISAL B JOSEPH (6)  97,500   60,000   -           37,500   * 
FRANCIS LYMBURNER (1)  305,284   147,737   157,547           157,547   * 
FRED BIALEK (1)  44,977   21,392   23,585           23,585   * 
G&D CONNIFF LLC (1)  21,477   9,685   11,792           11,792   * 
Gary Saccaro (3)  138,444   -   138,444           138,444   * 
GARY W LEVINE (1)  90,288   43,118   47,170           47,170   * 
GEORGE MARTIN (1)  103,197   46,593   56,604           56,604   * 
GERALD A TOMSIC 1995 TRUST (1)  45,839   22,254   23,585           23,585   * 
GERALD MCBRIDE (1)  181,930   87,590   94,340           94,340   * 
GREG SYMONS (7)  43,333   43,333   -           -   - 
Gregory Gomes (1)  43,767   20,182   23,585       20,182   23,585   * 
GUILLERMO IVANISSEVICH (6)  10,000   10,000   -           -   - 
Harry Striplin (3)  5,295   -   5,295           5,295   * 
HASAN AHMED MALIK (7)  28,571   28,571   -           -   - 
HAZEM ALGENDI (3)  185   185   -           -   - 

 

7

 

 

Name of Selling Stockholder   Number of Shares Beneficially Owned #  Shares of Common Stock Offered by the Selling Stockholder  Shares Underlying Warrants  Shares Underlying Exchangeable Shares  Unconverted Convertible Notes Outstanding (assuming VWAP of $3)  Unregistered Shares Beneficially Owned After Offering Number  % of Shares Owned After Offering Percent 
                        
HELIOS ALPHA FUNDS LP (2)  1,388,824   704,862   683,962                     683,962   1.37%
HUNSE INVESTMENTS LP (1)  27,118   12,967   14,151           14,151   * 
Idris Elbakri (1) (5)  71,816   60,000   -   71,816       11,816   * 
IMRAN TOUFEEQ (7)  18,392   18,392   -           -   - 
IRTH COMMUNICATIONS LLC (6)  60,000   60,000   -           -   - 
ISA AL-KHALIFA (7)  2,814,594   60,000   -           2,754,594   5.52%
JACOB ROSENBERG (1)  70,642   47,057   23,585           23,585   * 
JAMES E BUTCHER (1)  22,420   22,420   -           -   - 
JAMES G DIEMERT (1)  45,437   21,852   23,585           23,585   * 
JASON CHIRIANO (1)  103,009   55,839   47,170           47,170   * 
JAVIER SANCHEZ (7)  11,279   11,279   -           -   - 
JEFFREY TARRAND (1)  45,112   21,527   23,585           23,585   * 
JEFFREY WOO (6)  299,229   60,000   -           239,229   * 
JENNIFER COOK (5)  612,107   60,000   -   478,774       552,107   1.11%
JESSICA ASLANIDIS (6)  128,048   60,000   -           68,048   * 
JIMMY GU (6)  120,714   60,000   -           60,714   * 
JOE MARTIN (1)  34,592   16,903   17,689           17,689   * 
JOHN DUSHINSKI (5)  370,742   60,000   -   179,540       310,742   * 
JOHN NOLE (3)  3,774   3,774   -           -   - 
JOHN SILVESTRI (7)  38,287   38,287   -           -   - 
JOHN ZIEGLER (7)  83,333   60,000   -           23,333   * 
JOSEPH HOSTETLER (7)  12,712   12,712   -           -   - 
JOSEPH MANZI (7)  15,000   15,000   -           -   - 
JUHA TUOMINEN (1)  145,523   86,561   58,962           58,962   * 
JULIE M OSBORNE (7)  6,667   6,667   -           -   - 
KAM CAPITAL LLC (1)  9,006   4,289   4,717           4,717   * 
KAMALJIT KHARA (1)  50,804   50,804   -           -   - 
KEITH GELLES (1)  229,793   135,453   94,340           94,340   * 
KENNETH LISZEWSKI (1)  14,326   7,251   7,075           7,075   * 
KENT H ELLIOTT (1)  83,326   59,741   23,585           23,585   * 
KEVIN EIKE (1)  66,602   47,734   18,868           18,868   * 
KIM MCKENZIE (7)  24,692   24,692   -           -   - 
LEANNE DOLAN (7)  3,898   3,898   -           -   - 
LEONARD MAZUR (7)  132,794   60,000   -           72,794   * 
LIFESTYLE HEALTHCARE LLC (6)  421,823   60,000   -           361,823   * 
LORRAINE MAXFIELD (3)  2,014   2,014   -           -   - 
LOVESTRONG SHAH INC (6)  6,250   6,250   -           -   - 
MALAKA EL-AILY (7)  15,866   15,866   -           -   - 
MARC COHEN (1)  49,721   23,778   25,943           25,943   * 
MARK AZZOPARDI (1)  11,792   11,792   -           -   - 
MARK SANCHEZ (6)  9,143   9,143   -           -   - 
MARK SPATES (1)  90,078   42,908   47,170           47,170   * 
MARK SUWYN (1)  314,496   149,402   165,094       60,546   165,094   * 
MARTA WYPYCH (3)  40,737   40,737   -           -   - 
MARTIN BUTTERICK (7)  25,524   25,524   -           -   - 
Martin Vidou (6)  4,167   4,167   -           -   - 
Mason Sexton (3)  5,284   -   5,284           5,284   * 
MERRI MOKEN (1)  45,892   22,307   23,585           23,585   * 

SELLING STOCKHOLDER

We are registering the offer and sale of 1,419,047 shares of our Common Stock issuable upon conversion of the Series B Preferred Stock, subject to obtaining Stockholder Approval of the issuance of shares of Common Stock upon conversion of the Series B Preferred Stock to the extent the issuance would exceed the Nasdaq Limit, including conversion of any accrued but unpaid dividends and other amounts due thereon, issued to the Selling Stockholder identified in the table below pursuant to the 2024 Private Placement, to permit it, or its permitted transferees or other successors-in-interest that may be identified in a post-effective amendment to the registration statement of which this prospectus is a part, to resell or otherwise dispose of these shares in the manner contemplated under the section entitled “Plan of Distribution” in this prospectus (as may be supplemented and amended).

On March 25, 2024, we entered into the Purchase Agreement with the Selling Stockholder for the issuance and sale, in the 2024 Private Placement of up to 220 shares of the Series B Preferred Stock at a purchase price of $9,090.91 per share of Series B Convertible Preferred Stock, for gross proceeds of $2,000,000. The First Closing of the sale of the initial 110 shares of Series B Preferred Stock was effected on March 25, 2024 and we received gross proceeds of $1,000,000. Subject to the satisfaction of certain closing conditions set forth in the Purchase Agreement, at any time prior to the 30th calendar day following the First Closing, we had the right to require the Selling Stockholder to consummate the Second Closing to purchase up to an additional 110 shares of our Series B Preferred Stock at a purchase price of $9,090.91 per share for gross proceeds of $1,000,000. On April 30, 2024, we consummated the Second Closing pursuant to the Purchase Agreement and sold to the Selling Stockholder an additional 39 shares of Series B Preferred Stock for gross proceeds of $354,545.

The following table sets forth, to our knowledge, information concerning the beneficial ownership of shares of our Common Stock by the Selling Stockholder as of May 8, 2024. The information in the table below with respect to the Selling Stockholder has been obtained from the Selling Stockholder. When we refer to the “Selling Stockholder” in this prospectus, or, if required, a post-effective amendment to the registration statement of which this prospectus is a part, we mean the Selling Stockholder listed in the table below as offering shares, as well as its pledgees, assignees, donees, transferees or successors-in-interest. Throughout this prospectus, when we refer to the shares of our Common Stock being registered on behalf of the Selling Stockholder, we are referring to the shares of our Common Stock issuable upon conversion of the Series B Preferred Stock (including conversion of any accrued but unpaid dividends and other amounts due thereon) issued to the Selling Stockholder pursuant to the 2024 Private Placement, without giving effect to the Beneficial Ownership Limitation described above. The Selling Stockholder may sell all, some or none of the shares of Common Stock subject to this prospectus. See “Plan of Distribution” below as it may be supplemented and amended from time to time.

The number of shares of Common Stock beneficially owned prior to the offering for the Selling Stockholder includes all shares of our Common Stock beneficially held by the Selling Stockholder as of May 8, 2024, which includes all shares of Common Stock issuable upon exercise of the Series B Preferred Stock currently held by the Selling Stockholder, subject to the Beneficial Ownership Limitation and the Nasdaq Limit. The shares reported under “Maximum Number of Shares of Common Stock Being Offered for Resale” consist of the shares of our Common Stock issuable upon conversion of the Series B Preferred Stock (including conversion of any accrued but unpaid dividends and other amounts due thereon) issued to the Selling Stockholder in the 2024 Private Placement, without giving effect to the Beneficial Ownership Limitation or the Nasdaq Limit.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to our Common Stock. Generally, a person “beneficially owns” shares of our Common Stock if the person has or shares with others the right to vote those shares or to dispose of them, or if the person has the right to acquire voting or disposition rights within 60 days. In computing the number of shares of our Common Stock beneficially owned by the Selling Stockholder and the percentage ownership of the Selling Stockholder, we deemed outstanding shares of Common Stock issuable upon the conversion of the Series B Preferred Stock held by the Selling Stockholder because we expect it will all be convertible within 60 days of May 8, 2024, subject to the Beneficial Ownership Limitation. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for any Selling Stockholder named below.

We have assumed that all shares of Common Stock reflected in the table as being offered in the offering covered by this prospectus will be sold from time to time in this offering. We cannot provide an estimate as to the number of shares of Common Stock that will be held by the Selling Stockholder upon termination of the offering covered by this prospectus because the Selling Stockholder may offer some, all or none of the shares of Common Stock being offered in the offering. Information about the Selling Stockholder may change over time. Any changed information will be set forth in an amendment to the registration statement or supplement to this prospectus, to the extent required by law.

 

8

 

 

Name of Selling Stockholder   Number of Shares Beneficially Owned #  Shares of Common Stock Offered by the Selling Stockholder  Shares Underlying Warrants  Shares Underlying Exchangeable Shares  Unconverted Convertible Notes Outstanding (assuming VWAP of $3)  Unregistered Shares Beneficially Owned After Offering Number  % of Shares Owned After Offering Percent 
                        
MICHAEL AHEARN (1)  40,524   19,298   21,226                        21,226   * 
MICHAEL G CHIECO (1)  36,787   17,919   18,868           18,868   * 
MICHAEL GINDER (1)  44,940   21,355   23,585           23,585   * 
MIDAS RIVER INC (6)  40,318   40,318   -           -   - 
MIKE ZIMMERMAN (1)  40,563   19,337   21,226           21,226   * 
MIR AMIR ALI (6) (9)  1,146,345   1,146,345   -           -   - 
MIS EQUITY STRATEGIES LP (1)  45,354   21,769   23,585           23,585   * 
MOHAMMAD JAINAL BHUIYAN (3)  587,045   490,000   97,045           97,045   * 
MOHAMMAD SIDDIQUI (7)  646,345   60,000   -           586,345   1.17%
MONTE ANGLIN (1)  22,579   10,787   11,792           11,792   * 
MUNRO FASTENINGS & TEXTILES (6)  14,286   14,286   -           -   - 
Naveed Malik (1) (5)  502,713   60,000   -   502,713       442,713   * 
NICHOLAS ADAMS (1)  44,940   21,355   23,585           23,585   * 
NICK PANAYOTOU (1)  587,260   304,241   283,019           283,019   * 
NICKOLAY KUKEKOV (3)  307,045   210,000   97,045           97,045   * 
NOAH ANDERSON (1)  83,261   36,091   47,170           47,170   * 
NORTHLEA PARTNERS LTD (1)  22,760   10,968   11,792           11,792   * 
PABLO FALABELLA (7)  15,000   15,000   -           -   - 
PANTHER CONSULTING INC (6)  217,000   60,000   -           157,000   * 
PAUL GLAUBER (1)  21,576   9,784   11,792           11,792   * 
PAUL P ALATI (1)  41,508   29,716   11,792           11,792   * 
PAULSON INVESTMENT COMPANY LLC (3)  309,511   139,432   170,079           170,079   * 
PEDRITO FALABELLA (6)  20,000   20,000   -           -   - 
PEDRO FALABELLA (6)  60,000   60,000   -           -   - 
PETER COLETTIS (1)  39,924   18,698   21,226           21,226   * 
Peter Fogarty (3)  89,859   -   89,859           89,859   * 
PINEWOOD TRADING FUND LP (7)  76,593   60,000   -           16,593   * 
PLATINUM POINT CAPITAL LLC (4)  966,463   341,463   625,000       341,463   625,000   1.25%
POI LLC (7)  111,368   60,000   -           51,368   * 
PORTER PARTNERS LP (1)  380,374   191,695   188,679           188,679   * 
RALPH WHARTON (1)  67,697   32,320   35,377           35,377   * 
RANDY RABIN (1)  21,585   9,793   11,792           11,792   * 
RANDY SEARS (7)  14,286   14,286   -           -   - 
RIAZUL HUDA (7)  678,549   60,000   -           618,549   1.25%
ROBERT A JUVE (1)  136,274   66,463   69,811           69,811   * 
ROBERT BECK (1)  83,146   59,561   23,585           23,585   * 
ROBERT HOROWITZ (1)  83,647   36,477   47,170           47,170   * 
ROBERT HUPFER (1)  41,508   29,716   11,792           11,792   * 
ROBERT MONROE (1)  195,622   101,282   94,340           94,340   * 
ROBERT SETTEDUCATI (3)  83,349   83,349   -           -   - 
ROGER WRIGHT (7)  14,285   14,285   -           -   - 
RON HOLMAN (7)  14,500   14,500   -           -   - 
RONALD AHMANN (7)  14,500   14,500   -           -   - 
RONALD WEAVER (1)  24,386   11,650   12,736           12,736   * 
RWH PROPERTIES LLC (7)  22,732   22,732   -           -   - 
RZI CONSULTING LLC (6)  25,000   25,000   -           -   - 
SANDRA MARCINKO (7)  14,286   14,286   -           -   - 
SANTIAGO LOZA (7)  5,000   5,000   -           -   - 

  

Shares of Common

Stock

Beneficially

Owned Prior

to the Offering (1)

 

Maximum

Number of

Shares of
Common

  

Shares of Common
Stock To Be Beneficially
Owned Immediately

Following the Sale
of Such Shares of
Common Stock

 
Selling Stockholder Number Stock
Being
Offered for
Resale
  Number (2)  Percentage (2) (3) 
             
Ionic Ventures LLC 3,037,006  1,419,047   

1,617,959

   

11.5%

 

*less than one percent

(1)

The shares reported under “Shares of Common Stock Beneficially Owned Prior to the Offering” includes 379,863 shares of Common Stock held by Ionic Ventures LLC and 2,657,143 shares of Common Stock issuable to Ionic Ventures LLC upon conversion of 279 shares of Series B Preferred Stock held by Ionic Ventures LLC at an assumed conversion price of $1.05. Brendan O’Neil and Keith Coulston are the managers of Ionic Ventures, LLC and in such capacity have joint voting and dispositive power over shares held by Ionic Ventures, LLC. Mr. O’Neil and Mr. Coulston each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. Ionic Ventures LLC and its affiliated entities are prohibited from converting such shares of Series B Preferred Stock, if, as a result of such conversion, they would beneficially own more than 4.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to the conversion. The number of shares beneficially owned does not reflect this limitation. The address of the foregoing entity is 3053 Fillmore Street, Suite 256, San Francisco, California 94123.

(2)Assumes that all shares of Common Stock being registered under the registration statement of which this prospectus forms a part are sold in this offering, and that the Selling Stockholder does not acquire additional shares of our Common Stock after the date of this prospectus and prior to completion of this offering.
(3)Based on 11,396,096 shares of our Common Stock issued and outstanding as of May 8, 2024.

Relationship with Selling Stockholder

The Selling Stockholder has not had any material relationship with the registrant or any of its predecessors or affiliates, within the past three years, except as hereinafter described. On September 19, 2023, we entered into a securities purchase agreement with the Selling Stockholder for the issuance and sale of 220 shares of our Series B Preferred Stock at a purchase price of $9,090.91 per share of Series B Preferred Stock, or gross proceeds of $2,000,000 (the “September 2023 Private Placement”). The maximum number shares of Common Stock of the Company that are issuable upon conversion of, or as dividends on, the shares of Series B Preferred Stock is 1,704,593 shares of Common Stock (the Nasdaq Limit), which number of shares is equal to 19.9% of the outstanding Common Stock of the Company as of the initial date issuance of Series B Preferred Stock on September 19, 2023, pursuant to the limitation on conversion contained with the Certificate of Designations, unless the Company receives stockholder approval to issue shares of Common Stock upon conversion of the Series B Preferred Stock in excess of the Nasdaq Limit. On September 19, 2023, we filed a prospectus supplement to our registration statement on Form S-3 (File No. 333-255544) filed with the Securities and Exchange Commission on April 27, 2021, and declared effective May 4, 2021, registering 220 shares of Series B Preferred Stock and the 1,704,593 shares of Common Stock issuable upon conversion of the 220 shares of Series B Preferred Stock.

 

9

 

 

Name of Selling Stockholder   Number of Shares Beneficially Owned #  Shares of Common Stock Offered by the Selling Stockholder  Shares Underlying Warrants  Shares Underlying Exchangeable Shares  Unconverted Convertible Notes Outstanding (assuming VWAP of $3)  Unregistered Shares Beneficially Owned After Offering Number  % of Shares Owned After Offering Percent 
                        
SEAN MCCANCE (1)  589,566   282,962   306,604                         306,604   * 
SHANKAR DAS (1)  24,183   12,391   11,792           11,792   * 
SOHAIRA SIDDIQUI (7)  758,845   60,000   -           698,845   1.40%
STARGAZER ORIGINALS (7)  14,286   14,286   -           -   - 
STARLA GOFF (7)  1,536   1,536   -           -   - 
STEPHEN CONNOR (1)  22,674   10,882   11,792           11,792   * 
STEVEN R ROTHSTEIN (1)  27,067   12,916   14,151           14,151   * 
SUSAN ROGERS (7)  21,124   21,124   -           -   - 
SYED AHSAN ASLAM (7)  119,693   60,000   -           59,693   * 
SYED MUNIRUDDIN HASAN (7)  7,357   7,357   -           -   - 
SYED SALMAN RAZZAQI (7)  12,017   12,017   -           -   - 
Tarek Fakhuri (1) (5)  47,877   47,877   -   47,877       -   - 
THE CLEMETSON FAMILY TRUST (7)  3,900   3,900   -           -   - 
THE GBS LIVING TRUST (1)  82,873   45,138   37,735           37,735   * 
THOMAS ENDRES (3)  3,537   3,537   -           -   - 
THOMAS GATELY (1)  36,898   18,030   18,868           18,868   * 
THOMAS GRUBER (1)  179,735   85,395   94,340           94,340   * 
THOMAS H BUTCHER (1)  45,849   45,849   -           -   - 
THOMAS MCCHESNEY (1)  12,689   12,689               -   - 
THOMAS NOLAN (1)  90,712   43,542   47,170           47,170   * 
THOMAS PARIGIAN (3)  72,761   72,761   -           -   - 
Vaani Sigamany (1) (5)  23,938   23,938   -   23,938       -   - 
VERENA FABIAN (1)  49,996   35,845   14,151           14,151   * 
VERONICA MARANO (1)  270,382   128,872   141,510           141,510   * 
VIJAY PATEL (1)  64,787   29,410   35,377           35,377   * 
WAMOH LLC (1)  66,041   30,664   35,377           35,377   * 
WAYNE WESTERMAN (1)  45,276   21,691   23,585           23,585   * 
WILD WEST CAPITAL (2)  239,334   121,409   117,925           117,925   * 
WILLIAM H COSTIGAN (1)  17,371   10,296   7,075           7,075   * 
WILLIAM M STOCKER III (1)  135,265   64,510   70,755           70,755   * 
ZORAN CHURCHIN (6)  52,401   52,401   -           -   - 
Total    26,684,865   10,947,201   6,299,401   1,442,782   624,009   15,737,664   31.5%

# Includes shares of Common Stock underlying warrants in certain cases, which shares will not be registered under this registration statement.

* Denotes less than 1%.

(1) Shares underlying first series of Series A Notes issued from June 2020 to February 2021.

(2) Shares underlying second series of Series A Notes issued from December 2020 to February 2021.

(3) Shares underlying Placement Agent compensation costs associated with the issuance Series A Notes; share-based compensation was issued in February 2021.

(4) Shares underlying Series B Notes issued in February 2021.

(5) Shares underlying Exchangeable Shares issued to investors as part of the Company’s reverse take-over of iMedical Innovations Inc. in February 2016.

(6) Shares issued to advisors and consultants pursuant to compensation arrangements with the Company between February 2016 and April 2022.

(7) Shares issued pursuant to private placement arrangements between February 2016 and June 2020.

(8) Shares beneficially owned by Arthur Hiess for the benefit of Judith Kucharsky, Rebecca Kucharsky Hiess, and Jordana Kucharsky Hiess.

(9) Of the 1,146,345 beneficially owned by Mir Amir Ali, 125,000 each owned for the benefit of Aisha Amir Ali and Anisha Ali Malik.

10

PLAN OF DISTRIBUTION

 

Our Common Stock is quoted on the Nasdaq Capital Market (the “Trading Market”) under the symbol “BTCY.”

The selling stockholder will act independently of us in making decisions with respect to the timing, manner and size of each and any sale.

The selling stockholder,Selling Stockholder, which as used herein includes pledgees, assignees, donees, pledgees, transferees or otherits respective successors-in-interest selling shares of Common Stock previously issued or interests in shares of Common Stock received after the date of this prospectus from thea Selling Stockholder as a pledge, assignment, gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of the securities covered herebyits shares of Common Stock or interests in shares of Common Stock on the Trading Market or any other stock exchange, market or trading facility on which the securitiesshares of Common Stock are traded or in private transactions. The Common StockThese dispositions may be sold in one or more transactions at fixed prices, and, if and when our Common Stock is regularly quoted on an over-the-counter market or on a national securities exchange, at prevailing market prices at the time of sale, at prices related to the sale,prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The selling stockholderSelling Stockholder may use any one or more of the following methods when selling the Common Stock:disposing of shares or interests therein:

 

 ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

 

 block trades in which the broker-dealer will attempt to sell the securitiesshares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

 

 purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

 

 an exchange distribution in accordance with the rules of the applicable exchange;

 

 privately negotiated transactions;

 

 settlement of short sales;

 

 in transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such securities at a stipulated price per security;

through the writing or settlement of options or other hedging transactiontransactions, whether through an options exchange or otherwise;

 

 broker-dealers may agree with the Selling Stockholder to sell a specified number of such shares at a stipulated price per share;

a combination of any such methods of sale; orand

 

 any other method permitted pursuant toby applicable lawlaw.

 

11

The selling stockholderSelling Stockholder may, also sell securities under Rule 144 under the Securities Act of 1933, as amended, referredfrom time to as the Securities Act, if available, or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction, a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the securities or interests therein, the selling stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling stockholder may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The selling stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling stockholder maytime, pledge or grant a security interest in some or all of the shares of Common Stock it ownsowned by them and, if it defaultsthey default in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock, from time to time, pursuant tounder this prospectus, or any supplement orunder an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending if necessary the selling stockholder list of Selling Stockholder to include the pledgee, transferee or other successors in interestsuccessors-in-interest as selling stockholdersSelling Stockholder under this prospectus. The selling stockholderSelling Stockholder also may transfer and donate the shares of Common Stock in other circumstances, in which case the transferees, pledgees, donees or other successors in interestsuccessors-in-interest will be the selling beneficial owners for purposes of this prospectus.

 

In connection with the sale of Common Stock or interests therein, the Selling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The selling stockholderSelling Stockholder may also sell shares of our Common Stock short and deliver these securities to close out its short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. The Selling Stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

10

The aggregate proceeds to the Selling Stockholder from the sale of the Common Stock offered by them will be the purchase price of the Common Stock less discounts or commissions, if any. The Selling Stockholder reserves the right to accept and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of Common Stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

The Selling Stockholder also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.

The Selling Stockholder and any underwriters, broker-dealers or agents that are involvedparticipate in selling the securitiessale of the Common Stock or interests therein may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act in connection with such sales. In such event,Act. Any discounts, commissions, concessions or profit they earn on any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by themshares may be deemed to be underwriting discounts and commissions or discounts under the Securities Act. The selling stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distributeA Selling Stockholder who is an “underwriter” within the securities.

Once sold undermeaning of Section 2(a)(11) of the registration statement of which this prospectus forms a part, the shares of Common StockSecurities Act will be freely tradable in the hands of persons other than our affiliates. We have agreed to pay certain fees and expenses incurred by the Company incidentsubject to the registrationprospectus delivery requirements of the securities. We have agreed to indemnify the selling stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. The selling stockholder may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

 

The securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. To the extent required, the shares of our Common Stock to be sold, the name of the selling stockholder,Selling Stockholder, the respective purchase prices and public offering prices, the names of any agents, dealerdealers or underwriter,underwriters, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

 

UnderIn order to comply with the securities laws of some states, if applicable, the Common Stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the Common Stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the Selling Stockholder that the anti-manipulation rules and regulationsof Regulation M under the Exchange Act any person engagedmay apply to sales of shares in the distributionmarket and to the activities of the securities may not simultaneously engage in market making activities with respectSelling Stockholder and its affiliates. In addition, to the Common Stock for theextent applicable, restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the selling stockholder or any other person. Wewe will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholder and have informed themSelling Stockholder for the purpose of satisfying the prospectus delivery requirements of the need to deliver a copy of this prospectus to each purchaser at or prior toSecurities Act. The Selling Stockholder may indemnify any broker-dealer that participates in transactions involving the timesale of the sale (including by compliance with Rule 172shares against certain liabilities, including liabilities arising under the Securities Act).Act.

 



12

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consistsWe have agreed to indemnify the Selling Stockholder against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of 125,000,000the shares of common stock, with a par value of $0.001 per share, and 10,000,000 shares of preferred stock, with a par value of $0.001 per share. As of April 7, 2022, there were 49,927,049 shares of Common Stock issued and outstanding, and 1,466,718 Exchangeable Shares issued and outstanding that convert directly into common shares, which when combined with Common Stock produce an amount equivalent to 51,393,767 outstanding shares upon the exchange of Exchangeable Shares.

offered by this prospectus. Common Stock

Pursuant to Article IIthe Registration Rights Agreement with the Selling Stockholder, we agreed, among other things, to: (i) within forty-five (45) days after the date of the Amended and Restated By-laws of the Company, each holder of Common Stock and securities exchangeable into Common Stock that vote with the Common Stock are entitled to one vote for each share of Common Stock held of record by such holderPurchase Agreement, with respect to all mattersthe Conversion Shares that may, from time to time, be votedissued or become issuable to the Selling Stockholder with respect to the shares Series B Preferred Stock under the Purchase Agreement on the First Closing, and (ii) within ten (10) days after the Second Closing with respect to the Conversion Shares that may, from time to time, be issued or consentedbecome issuable to by our stockholders, except as may otherwise be required by applicable Nevada law. Unless the voteSelling Stockholder with respect to the shares of Series B Preferred Stock under the Purchase Agreement on the Second Closing, file with the SEC a greaterRegistration Statement covering the maximum number or voting by classesof Registrable Securities (as such term is required by Nevada statute,defined in the Company’s ArticlesRegistration Rights Agreement), to have the Registration Statement declared effective within 30 calendar days of Incorporation or its bylaws, in all matters other than the election of directors, the affirmative vote of a majorityfiling of the voting power ofRegistration Statement (or 90 calendar days if the capital stock (or securities exchangeable in accordance with their terms into capital stock of the Company) present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the shareholders. Furthermore, except as otherwise required by law, the Company’s Articles of Incorporation or its bylaws, directors shall be elected by a plurality of the voting power of the capital stock (or securities exchangeable in accordance with their terms into capital stock of the Company) present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

The stockholders do not have pre-emptive rights under our Certificate of Incorporation to acquire additional shares of Common Stock or other securities. The Common StockRegistration Statement is not being subject to redemption rights and carries no subscription or conversion rights.a full review). In the event of liquidation of the Company,failure to comply with deadlines to file the stockholders will be entitledRegistration Statement or to sharehave such Registration Statement declared effective, we are obligated in corporate assets on a pro rata basis after the Company satisfies all liabilities and after provision is made for each class of capital stock having preference over the Common Stock (if any). Subjectevent to issue to the laws of the State of Nevada, if any, of the holders of any outstanding series of preferred stock, the Board of Directors will determine, in their discretion, to declare dividends advisable and payable to the holders of outstandingSelling Stockholder 100,000 shares of Common Stock. Shares of our Common Stock are subject to transfer restrictions.

Blank-Check Preferred Stock

We are currently authorized to issue up to 10,000,000 shares of blank check preferred stock, $0.001 par value per share, of which one share has currently been designated as the Special Voting Preferred Stock (as described below). The Board of Directors has the discretion to issue shares of preferred stock in series and, by filing a Preferred Stock Designation or similar instrument with the Nevada Secretary of State, to establish from time to time the number of shares to be included in each such series, and to fix the designation, power, preferences and rights of the shares of each such Series and the qualifications, limitations and restrictions thereof.

Preferred stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization of stockholders unless such authorization is required by applicable law, the rules of the securities exchange or market on which our stock is then listed or admitted to trading.

Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing a change in control of the Company.

13

A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include:

the title and stated or par value of the preferred stock;
the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock;

the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock;
whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate;
the provisions for a sinking fund, if any, for the preferred stock;
any voting rights of the preferred stock;
the provisions for redemption, if applicable, of the preferred stock;
any listing of the preferred stock on any securities exchange;
the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price and conversion period;
if appropriate, a discussion of Federal income tax consequences applicable to the preferred stock; and
any other specific terms, preferences, rights, limitations or restrictions of the preferred stock.

The terms, if any, on which the preferred stock may be convertible into or exchangeable for our common stock will also be stated in the preferred stock prospectus supplement. The terms will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option, and may include provisions pursuant to which the number of shares of our common stock to be received by the holders of preferred stock would be subject to adjustment.

Special Voting Preferred Stock

The Board authorized the designation of a class of the Special Voting Preferred Stock, with the rights and preferences specified below. For purposes of deferring Canadian tax liabilities that would be incurred by certain of our shareholders, iMedical and its shareholders have entered into a transaction pursuant to which the eligible holders, who would have otherwise received shares of common stock of the Company pursuant to the Acquisition Transaction, received Exchangeable Shares. The right to vote the Common Stock equivalent of such Exchangeable Shares shall be conducted by the vote of the Special Voting Preferred Stock issued to the Trustee.

14

In that regard, we have designated one share of preferred stock as the Special Voting Preferred Stock with a par value of $0.001 per share. The rights and preferences of the Special Voting Preferred Stock entitle the holder (the Trustee and, indirectly, the holders of the Exchangeable Shares) to the following:

● the right to vote in all circumstances in which holders of our common stock have the right to vote, with the common stock as one class;

● an aggregate number of votes equal to the number of shares of our common stock that are issuable to the holders of the outstanding Exchangeable Shares;

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

● no entitlement to dividends; and

● a total sum of $1.00 upon windup, dissolution or liquidation of the Company.

The Company may cancel the Special Voting Preferred Stock when there are no Exchangeable Shares outstanding and no option or other commitment of iMedical of its affiliates, which could require iMedical or its affiliates to issue more Exchangeable Shares.

As set forth above, the holders of the Exchangeable Shares, through the Special Voting Preferred Stock, have voting rights and other attributes corresponding to the Common Stock. The Exchangeable Shares provide an opportunity for Eligible Holders to obtain a full deferral of taxable capital gains for Canadian federal income tax purposes in specified circumstances.

Series A Preferred Stock

On December 19, 2019, the Company entered into a Securities Purchase Agreement with one accredited investor. Pursuant to the SPA, the company sold 6,000 Shares of its Series A convertible Preferred Stock at a per share price of $1,000 per preferred share and received gross proceeds of $6,000,000.

On May 22, 2020, another 215 Series A preferred shares were issued as a result of a combined transaction that included the conversion of $100,000 in promissory notes and $15,000 in accrued interest for 115 preferred shares, as well as a purchase of 100 preferred shares for cash proceeds of $100,000.

The Company filed the Certificate of Designations with the Secretary of State of Nevada a Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Convertible Preferred Stock (the “Certificate of Designations) with the Sectary of State of the State of Nevada.

Pursuant to the Certificate of Designations the Company designated 20,000 shares of preferred stock as Series A Convertible Preferred Stock (the “Series A Preferred”). The Series A Preferred will not be entitled to any voting rights except as may be required by applicable law.

Commencing 24 months after the issuance date of the Series A Preferred subject to the beneficial ownership limitations in the Certificate of Designations and the Company’s right of redemption, and the holder of Series A Preferred may convert the Series A Preferred into shares of the Company’s common stock on a monthly basis up to 5% of the aggregate amount of the e aggregate amount of the purchase price of the Series A Convertible Preferred purchased by such Holder as adjusted (reduced) to reflect any Series A Convertible Preferred that the Holder has previously converted or no longer owns at a conversion price equal to the greater of $.001 or a 15% discount to the VWAP (as defined in the Certificate of Designations) for the (Company’s Common Stock) five Trading Days immediately prior to the conversion date (the “Conversion Rate”). Additionally, the Company and the Holder may agree to exchange such Holder’s outstanding Preferred Shares for shares of common stock in any common stock financing being conducted by the Company at a 15% discount to the pricing of that financing. Except as required by law the Preferred Shares shall not have any liquidation rights.

15

From and after the first date of issuance of any Preferred Shares (the “Initial Issuance Date”), dividends shall be paid at the rate of 12% per annum of the amount of the Holder’s (each a “Holder” and collectively the “Holders”) purchase price for the Preferred Shares pursuant to the Securities Purchase Agreement (or similar agreement) between the Company and the Purchaser as adjusted (reduced) to reflect any Series Convertible Preferred That the Holder has previously converted or no longer owns and such dividend shall be paid quarterly provided that the Holder and the Company may mutually agree to accrue and defer any such dividend

The Company may redeem all or part of the outstanding Preferred Shares (i) pursuant to Section 4(c) of the Certificate of Designations and/or (ii) after one year from the date of issuance of such Preferred Shares, by paying an amount equal to the aggregate purchase price paid by the Holder for the Preferred Shares as adjusted (reduced) to reflect any Preferred Shares that the Holder no longer owns multiplied by 110% plus accrued dividends. The Company may exercise its right to redemption by giving notice to the Holders whose Preferred Shares it is seeking to redeem along with the terms and the amounts of such redemption and at such time as the Holder receives a notice of such redemption then the Holder may no longer convert such Preferred Shares and such Preferred Shares shall be deemed to no longer be outstanding.

The Series A Convertible Preferred were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.

Under the Certificate of Designations no time may all or a portion of the Series A Convertible Preferred Stock be converted if the number of shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned by the Holder at such time, the number of shares of Common Stock that would result in the Holder beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such time (the “4.99% Beneficial Ownership Limitation”); provided, however, that, upon the Holder providing the Company with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the Holder would like to waive this Section 4(e) with regard to any or all shares of Common Stock issuable upon conversion of the Preferred Shares, this Section 4(e) will be of no force or effect with regard to all or a portion of the Series A Convertible Preferred Stock referenced in the 4.99% Waiver Notice but shall in no event waive the 9.99% Beneficial Ownership Limitation.

Warrants and Options

As of April 7, 2022, the Company had outstanding warrants and options, to purchase 10,583,644 shares of common stock and 5,302,660 shares of common stock, respectively, with various exercise prices and expiration dates.

Transfer Agent and Registrar

Action Stock Transfer Corporation is the transfer agent for our shares of common stock. Its address is 2469 E. Fort Union Blvd., Suite 214, Salt Lake City, UT 84121; Telephone: (801) 274-1088.

Listing

Our Common Stock is traded on the Nasdaq Capital Market under the symbol “BTCY”.

 

LEGAL MATTERS

 

The validity of the issuanceshares of the securitiesCommon Stock offered by this prospectushereby will be passed upon for us by Sichenzia Ross Ference LLP, New York, New York.Parsons Behle & Latimer.

 

EXPERTS

 

The consolidated financial statements of Biotricity Inc. as of March 31, 2023 and 2022, and for each of the two years in the period ended March 31, 2021 and 2020 appearing2023 incorporated by reference in Biotricty Inc. Annual Report on Form 10-K for the year ended March 31, 2021this prospectus have been audited byso incorporated in reliance on the report of SRCO Professional Corporation, Chartered Professional Accountants as set forth in its report thereon, included therein, andan independent registered public accounting firm, incorporated by reference. Such consolidated financial statements are incorporated herein by reference, in reliance upon such report given on the authority of suchsaid firm as experts in accountingauditing and auditing.accounting. The report of SRCO Professional Corporation contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

 

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WHERE YOU CAN FIND MORE INFORMATION

 

This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities being offered under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. Neither we, the Selling Stockholder nor any agent, underwriter or dealer has authorized any person to provide you with different information. Neither we nor the Selling Stockholder are making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus.

We file annual, quarterly and specialcurrent reports, along withproxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we filewww.sec.gov. Additional information about Biotricity, Inc. is contained at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Please call theour website, www.biotricity.com. Information on our website is not incorporated by reference into this prospectus. We make available on our website our SEC at 1-800-SEC-0330 for further information on the Public Reference Room.

This prospectus is part of a registration statement on Form S-3 that wefilings as soon as reasonably practicable after those reports are filed with the SEC to register the securities offered hereby under the Securities Act of 1933, as amended. This prospectus does not contain all of the information included in the registration statement, including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s internet site.SEC.

 

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

 

This prospectus is part of a registration statement filed with the SEC. The SEC allows us to “incorporate by reference” information into this prospectus, the information that we file with them, which means that we can disclose important information to you by referring you to those documents.another document filed separately with the SEC. The informationSEC file number for the documents incorporated by reference is considered to be part ofin this prospectus andis 001-40761. The documents incorporated by reference into this prospectus contain important information that we file later with the SEC will automatically update and supersede this information. you should read about us.

The following documents are incorporated by reference and made a part ofinto this prospectus:

 

ourOur Annual Report on Form 10-K for the fiscal year ended March 31, 20212023 filed with the SEC on June 22, 202129, 2023;
ourOur Quarterly Report on Form 10-Q/A10-Q for the periodfiscal quarter ended December 31, 2023, filed with the SEC on February 20, 2024;
Our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, filed with the SEC on November 14, 2023;
Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 20212023, filed with the SEC on August 17, 2021, the Quarterly Report on Form 10-Q for the period ended September 30, 2021 filed with the SEC on November 5, 2021, and the Quarterly Report on Form 10-Q for the period ended December 31, 2021 filed with the SEC on February 14, 2022;2023;

ourOur Current Reports on Form 8-K filed with the SEC on April 15, 2021; June 17, 2021, 3, 2023, May 18, 2023, July 5, 2023, July 20, 2023, August 31, 2021, 4, 2023, September 10, 2021, September 13, 2021, 20, 2023, November 5, 2021, December 7, 2021, December 8, 2021,6, 2023, February 2, 2024, March 26, 2024, April 3, 2024 and December 28, 2021;

April 23, 2024;
our Current Report on From 8-K/A filed with the SEC on April 27, 2021;

theThe description of our common stock containedCommon Stock set forth in our Registration Statementregistration statement on Form 8-A filed with the SEC on August 25, 2021, (File No. 000-56074), including any amendmentamendments thereto or reportreports filed for the purposepurposes of updating such description and

all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of this offering.description.

 

Notwithstanding the foregoing, informationWe also incorporate by reference any future filings (other than current reports furnished under ItemsItem 2.02 andor Item 7.01 of any Current Report on Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made (i) on or after the related exhibits, is not incorporated by referencedate of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus but prior to the termination of the offering (i.e., until the earlier of the date on which all of the securities registered hereunder have been sold or the registration statement of which this prospectus forms a part has been withdrawn). Information in such future filings updates and supplements the information provided in this prospectus.

The Any statements in any such future filings will automatically be deemed to modify and supersede any information about us contained in this prospectus should be read togetherany document we previously filed with the informationSEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the documents incorporated by reference. You maylater filed document modify or replace such earlier statements. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with this prospectus, including exhibits that are specifically incorporated by reference into such documents. You can request a copy of these filings, at no cost, by writing or telephoning us at: Waqaas Al-Siddiq, at the following address or telephone number:

Biotricity Inc.,

203 Redwood Shores Parkway, Suite 600

Redwood City, CA 94065 telephone number

(650) 832-1626.832-1626

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

 

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 14. Other Expenses of Issuance and Distribution.

 

The Company is paying all expenses of the offering.

The following table sets forth allthe expenses to be paid by the registrant.in connection with this registration statement. All amounts shownof such expenses are estimates, except forother than the registration fee.filing fee payable to the Securities and Exchange Commission.

Item Amount 
SEC registration fee $2,212.28 
Legal fees and expenses  * 
Accounting fees and expenses  * 
Miscellaneous expenses  * 
    
Total $* 

 

*These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time. The applicable prospectus supplement will set forth the estimated amount of expenses of any offering of securities.
  Amount 
SEC registration fee $253 
Printing and engraving expenses  10,000 
Legal fees and expenses  25,000 
Accounting fees and expenses  10,000 
Transfer agent and registrar fees and expenses  5,000 
Total $50,253 

 

Item 15. Indemnification of Directors and Officers.

 

Section 78.138 of the Nevada Revised Statute (“NRS”) Section 78.7502Statutes provides that a corporation shall indemnify any director or officer employee or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with any the defenseis not individually liable to the extent thatcorporation or its stockholders or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer employeeprovided that the person acted in good faith, on an informed basis and with a view to the interests of the corporation and it is proven that (1) his act or agentfailure to act constituted a breach of his fiduciary duties as a corporation has been successful on the meritsdirector or otherwise in defenseofficer and (2) his breach of any action, suitthose duties involved intentional misconduct, fraud or proceeding referred to Section 78.7502(1) or 78.7502(2), or in defensea knowing violation of any claim, issue or matter therein.law.

 

NRS 78.7502(1) providesThis provision is intended to afford directors and officers protection against and to limit their potential liability for monetary damages resulting from suits alleging a breach of the duty of care by a director or officer. As a consequence of this provision, stockholders of our company will be unable to recover monetary damages against directors or officers for action taken by them that may constitute negligence or gross negligence in performance of their duties unless such conduct falls within one of the foregoing exceptions. The provision, however, does not alter the applicable standards governing a corporation may indemnify any person who wasdirector’s or is a partyofficer’s fiduciary duty and does not eliminate or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or inlimit the right of our company or any stockholder to obtain an injunction or any other type of non-monetary relief in the corporation,event of a breach of fiduciary duty.

The Registrant’s amended and restated articles of incorporation, as amended, and amended and restated bylaws provide for indemnification of directors, officers, employees or agents of the Registrant to the fullest extent permitted by Nevada law (as amended from time to time). Section 78.7502 of the Nevada Revised Statutes further provides for discretionary indemnification of directors, officers, employees and agents for damages by solely reason of the fact that hethe person is or was a director, officer, employee or agent of the corporation or is or was serving atprovided that the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b)person acted in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interestsinterest of the corporation,Registrant and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

 

NRS Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

II-1

 

NRS Section 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.

The Registrant’s Articles of Incorporation and Bylaws provide that it shall indemnify its directors, officers, employees and agents to the full extent permitted by NRS, including in circumstances in which indemnification is otherwise discretionary under such law.

These indemnification provisions may be sufficiently broad to permit indemnification of the Registrant’s officers, directors and other corporate agents for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the company pursuant to the foregoing provisions, or otherwise, the Registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

The Registrant has the power to purchase and maintain insurance on behalf of any person who is or was one of the Registrant’s directors or officers, or is or was serving at the Registrant’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other business against any liability asserted against the person or incurred by the person in any of these capacities, or arising out of the person’s fulfilling one of these capacities, and related expenses, whether or not the Registrant would have the power to indemnify the person against the claim under the provisions of the NRS. The Registrant does not currently maintain director and officer liability insurance on behalf of its director and officers; however, it intends to so purchase and maintain such insurance when economically feasible.

 

Item 16. Exhibits.

 

Exhibit
NumberDescription of Document
4.1Amended and Restated Articles of Incorporation (filed as Exhibit 3(i) to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and incorporated herein by reference).*
4.2Amended and Restated By-Laws (filed as Exhibit 3(ii) to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and incorporated herein by reference).*
4.3Certificate of Designation of Preferences, Rights and Limitations of Special Voting Preferred Stock of Biotricity Inc. (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2016 and incorporated herein by reference).*
4.4Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Convertible Preferred Stock (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 23, 2019 incorporated herein by reference).*
4.5Form of Subscription Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 6, 2020).*
4.6Form of Convertible Promissory Note (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 6, 2020).*
4.7Form of Warrant (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 6, 2020).*
4.8Form of Registration Rights Agreement (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 6, 2020).*
4.9Form of Subscription Agreement (filed as Exhibit 10.1 to the Registrant’s Current on Form 8-K filed with the SEC on January 22, 2021).*
Form of Convertible Promissory Note (filed as Exhibit 10.2 to the Registrant’s Current on Form 8-K filed with the SEC on January 22, 2021).*
4.10Form of Registration Rights Agreement (filed as Exhibit 10.4 to the Registrant’s Current on Form 8-K filed with the SEC on January 22, 2021).*
5.1Opinion of Sichenzia Ross Ference LLP**
23.1Consent of SRCO Professional Corporation
23.2Consent of Sichenzia Ross Ference LLP (contained in Exhibit 5.1).
107Filing Fees Exhibit

* Previously Filed

** To beSee the Exhibit Index immediately preceding the signature page hereto for a list of exhibits filed as part of this registration statement on Form S-3, which Exhibit Index is incorporated herein by amendment.

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reference.

 

Item 17. UndertakingsUndertakings.

 

(a) The undersigned registrantRegistrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:Registration Statement:

 

(i) Toto include any prospectus required by sectionSection 10(a)(3) of the Securities Act of 1933;Act;

 

(ii) Toto reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20%20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.statement; and

 

(iii) Toto include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

provided, however, Paragraphs (a)(1)that paragraphs (i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrantRegistrant pursuant to sectionSection 13 or sectionSection 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

(A) Each prospectus filed by the registranta Registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

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(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by sectionSection 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:date.

 

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The registrant hereby undertakes thatThat, for purposes of determining any liability under the Securities Act, of 1933, each filing of the registrant’sRegistrant’s annual report pursuant to sectionSection 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to sectionSection 15(d) of the Securities Exchange Act of 1934)Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrantRegistrant pursuant to the foregoing provisions, or otherwise, the registrantRegistrant has been advised that in the opinion of the Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registranta Registrant of expenses incurred or paid by a director, officer or controlling person of the registranta Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrantthat Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

(d) The registrant hereby undertakes that:

EXHIBIT INDEX

 

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

Exhibit NumberDescription
3.1Amended and Restated Articles of Incorporation (filed as Exhibit 3(i) to the Registrant’s Current Report on Form 8-K (File No. 000-40761) filed with the SEC on February 3, 2016 and incorporated herein by reference).
3.2Amended and Restated By-Laws (filed as Exhibit 3(ii) to the Registrant’s Current Report on Form 8-K (File No. 000-40761) filed with the SEC on February 3, 2016 and incorporated herein by reference).
3.3Certificate of Designations of Series A Preferred Stock (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 000-40761) filed with the SEC on December 20, 2019 and incorporated herein by reference).
3.4Certificate of Amendment to Amended and Restated Articles of Incorporation (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 000-40761) filed with the SEC on July 5, 2023 and incorporated herein by reference).
3.5Certificate of Designations of Series B Preferred Stock filed with the Secretary of State of Nevada on September 19, 2023 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 000-40761) filed with the SEC on September 20, 2023 and incorporated herein by reference).
3.6Certificate of Designation of Preferences, Rights and Limitations of Special Voting Preferred Stock of Biotricity Inc. (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 000-40761) filed with the SEC on February 3, 2016 and incorporated herein by reference).
3.7Exchangeable Share provisions with respect to the special rights and restrictions attached to Exchangeable Shares (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 000-40761) filed with the SEC on February 3, 2016 and incorporated herein by reference).
3.8Amended Certificate of Designations filed with the Secretary of State on April 1, 2024 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 000-40761) filed with the SEC on April 3, 2024 and incorporated herein by reference).
5.1Opinion of Parsons Behle & Latimer (to be filed by amendment)
10.1Form of Securities Purchase Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 000-40761) filed with the SEC on March 26, 2024 and incorporated herein by reference).
10.2Form of Registration Rights Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 000-40761) filed with the SEC on March 26, 2024 and incorporated herein by reference).
10.3Form of Voting Agreement (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 000-40761) filed with the SEC on March 26, 2024 and incorporated herein by reference).
23.1*Consent of SRCO Professional Corporation, Independent Registered Accounting Firm
23.2Consent of Parsons Behle & Latimer (to be filed by amendment)
24.1*Powers of Attorney (included on the signature page of the Registration Statement)
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema Document Accounting Officer
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
107*Calculation of Filing Fee Tables

*

#

Filed herewith. To be filed, if necessary, by amendment to this Registration Statement or incorporated by reference from documents filed with the SEC under the Exchange Act in connection with the offering of securities.

 

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrantRegistrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redwood City, State of California, on April 8, 2022.the 9thday of May, 2024.

 

 BIOTRICITY, INC.
   
 By:

//s/ Waqaas Al-Siddiq

 Time:Waqaas Al-Siddiq
 Its:Title:

Chairman, President and Chief Executive Officer

(principal executive officer)

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Waqaas Al-Siddiq and John Ayanoglou, jointly and severally, as his true and lawful agent, proxy and attorneys-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statementRegistration Statement has been signed by the following persons in the capacities indicatedand on April 8, 2022.the dates indicated.

 

Signature Title Date
     
/s/ Waqaas Al SiddiqAl-Siddiq Chairman of the board, PresidentChief Executive Officer and Chief ExecutiveDirector APRIL 8, 2022May 9, 2024
Waqaas Al SiddiqAl-Siddiq Officer (principal executive officer)(Principal Executive Officer)  
     
/s/ John Ayanoglou Chief Financial Officer May 9, 2024
John Ayanoglou (principal financialPrincipal Financial Officer and accounting officer)APRIL 8, 2022
*

Norman M. BettsDirector
APRIL 8, 2022
*
David A. RosaDirectorPrincipal Accounting Officer)  
     
*/s/ David Rosa Director APRIL 8, 2022May 9, 2024
Patricia KennedyDavid Rosa    
     
*/s/ Chester White Director APRIL 8, 2022May 9, 2024
Steve SalmonChester White
/s/ Ronald McClurgDirectorMay 9, 2024
Ronal McClurg    

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* The undersigned by signing his name hereto signs and executes this Amendment No. 1 to Registration Statement on Form S-3 pursuant to the Powers of Attorney executed by the above named signatories and previously filed with the Commission on January 21, 2022.

 

By:/s/ Waqaas Al-Siddiq
Name:Waqaas Al-Siddiq, Attorney-in-Fact

 

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