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 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

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 31^ST 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.

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

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.

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:

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.

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”).

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 30^th 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:

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.

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 20^th 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.

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.

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:

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.

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.

SELLING STOCKHOLDERS