Stockholders' Deficiency | 8. STOCKHOLDERS’ DEFICIENCY a) Authorized and Issued Stock As at March 31, 2021, the Company is authorized to issue 125,000,000 (March 31, 2020 – 125,000,000) shares of common stock ($0.001 par value), and 10,000,000 (March 31, 2020 – 10,000,000) shares of preferred stock ($0.001 par value), 20,000 of which (March 31, 2020 – 20,000) are designated shares of Series A preferred stock ($0.001 par value) At March 31, 2021, common shares and shares directly exchangeable into equivalent common shares that were issued and outstanding totaled 39,014,942 (2020 – 36,381,815) shares; these were comprised of 36,124,964 (2020 – 32,593,751) shares of common stock and 2,889,978 (2020 – 3,788,064) exchangeable shares. At March 31, 2021, there were 8,045 Series A shares of Preferred Stock that were issued and outstanding (2020 – 7,830). There was also one share of the Special Voting Preferred Stock issued and outstanding held by one holder of record, which is the Trustee in accordance with the terms of the Trust Agreement. b) Exchange Agreement As explained in detail in Note 1 to the consolidated financial statements, with the closing of the Acquisition Transaction on February 2, 2016: ● Biotricity’s sole existing director resigned and a new director who is the sole director of the Company was appointed to fill the vacancy; ● Biotricity’s sole Chief Executive Officer and sole officer, who beneficially owned 6,500,000 shares of outstanding common stock, resigned from all positions and transferred all of his shares back for cancellation; ● The existing management of the Company were appointed as executive officers; and ● The existing shareholders of the Company entered into a transaction whereby their existing common shares of the Company were exchanged for either (a) a new class of shares that are exchangeable for shares of Biotricity’s common stock, or (b) shares of Biotricity’s common stock, which (assuming exchange of all such exchangeable shares) would equal in the aggregate a number of shares of Biotricity’s common stock that constitute 90% of Biotricity’s issued and outstanding shares. In addition, effective on the closing date of the acquisition transaction: ● Biotricity issued approximately 1.197 shares of its common stock in exchange for each common share of the Company held by the Company shareholders who in general terms, are not residents of Canada (for the purposes of the Income Tax Act (Canada). Accordingly, the Company issued 13,376,947 shares; ● Shareholders of the Company who in general terms, are Canadian residents (for the purposes of the Income Tax Act (Canada)) received approximately 1.197 Exchangeable Shares in the capital of Exchangeco in exchange for each common share of the Company held. Accordingly, the Company issued 9,123,031 Exchangeable Shares; ● Each outstanding option to purchase common shares in the Company (whether vested or unvested) was exchanged, without any further action or consideration on the part of the holder of such option, for approximately 1.197 economically equivalent replacement options with an inverse adjustment to the exercise price of the replacement option to reflect the exchange ratio of approximately 1.197:1; ● Each outstanding warrant to purchase common shares in the Company was adjusted, in accordance with the terms thereof, such that it entitles the holder to receive approximately 1.197 shares of the common stock of Biotricity for each Warrant, with an inverse adjustment to the exercise price of the Warrants to reflect the exchange ratio of approximately 1.197:1 ● Each outstanding advisor warrant to purchase common shares in the Company was adjusted, in accordance with the terms thereof, such that it entitles the holder to receive approximately 1.197 shares of the common stock of Biotricity for each Advisor Warrant, with an inverse adjustment to the exercise price of the Advisor Warrants to reflect the exchange ratio of approximately 1.197:1; and ● The outstanding 11% secured convertible promissory notes of the Company were adjusted, in accordance with the adjustment provisions thereof, as and from closing, so as to permit the holders to convert (and in some circumstances permit the Company to force the conversion of) the convertible promissory notes into shares of the common stock of Biotricity at a 25% discount to purchase price per share in Biotricity’s next offering. Issuance of common stock, exchangeable shares and cancellation of shares in connection with the reverse takeover transaction as explained above represents recapitalization of capital retroactively adjusting the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. c) Share issuances Share issuances during the year ended March 31, 2020 On December 19, 2019, the Company issued 6,000 shares of Series A preferred stock in a private placement for gross proceeds of $6,000,000 (see Note 7). The shares are convertible into common stock of the Company at a conversion price equal to the greater of $0.001 or a 15% discount to the 5-day volume weighted price at the time of conversion. The conversion rights commence 24 months after issuance, but conversion is limited to 5% of the aggregate purchase price of the holder on a monthly basis thereafter. Alternatively, the shares are convertible into common stock at a 15% discount to any qualified future common stock financing conducted by the Company. The Company may redeem the shares after 1 year for 110% of the purchase price plus accrued dividends. The preferred stock bears a dividend rate of 12% per annum. On January 9, 2020, the Company issued a further 1,830 of Series A preferred stock with same terms on conversion of $1,830,000 of promissory notes that had previously been issued for cash proceeds in 2019. In May and July 2019, the Company issued 47,585 shares of common stock under a registered offering outstanding in the previous fiscal year, which raised proceeds of $28,565. During the year ended March 31, 2020, the Company also issued an aggregate of 525,023 shares of its common stock to investors as part of the one-for-one exchange of previously issued exchangeable shares into the Company’s Common Stock, which is a non-cash transaction. No options or warrants were exercised during this period. Share issuances during the year ended March 31, 2021 During the year ended March 31, 2021, the Company recorded preferred stock dividends for the Series A preferred stock in amount of $962,148 (2020 - $257,927) and made a payment in the amount of $602,969 (2020 - $180,000). During the year ended March 31, 2021, the Company issued 733,085 common shares were issued in connection with conversion of convertible notes (Note 5(b)) with another 18,402 that would be issued subsequent to year end. The total amounts of debts settled is in amount of $1,011,286 that composed of face value of convertible promissory notes in amount of $739,000 (Note 5(b), carrying amount of conversion and redemption feature derived from notes in amount of $225,284 (Note 7) and unpaid interest in amount of $47,002. The fair value of the shares issued and to be issued was determined based on the market price upon conversion and was in the amount of $1,076,561 and $38,460 respectively. The difference between amounts of debts settled and fair value of common shares issued was in the amount of $103,375 and was recorded as loss on conversion of convertible promissory notes in statement of operations. During the year ended March 31, 2021, the Company issued 1,900,042 common shares for services provided and for exercise of warrants. During the year ended March 31, 2021, the Company also issued an aggregate of 898,084 shares of its common stock to investors as part of the one-for-one exchange of previously issued exchangeable shares into the Company’s Common Stock, which is a non-cash transaction. d) Shares to be issued As of March 31, 2021, the Company had recognized its obligation to issue a total of 18,402 shares of common stock to convertible note holders per their note conversion requests (Note 5(b)). The fair value of these shares amounted to $38,460 and has been recognized as shares to be issued as a credit in equity. The fair value of these shares was determined by using the market price of the common stock as at the date of conversion. In addition, the Company had recognized its commitment to issue a total of 250,000 common stocks to directors. The fair value of these shares at the date of grant was $242,500, which was determined by using the market price of the common stock at the date of the grant, and has been recognized as shares to be issued as a credit in equity. e) Warrant exercises and issuances Warrant exercises and issuances during the year ended March 31, 2020 During the year ended March 31, 2020, the Company issued 1,021,430 warrants as compensation for advisor and consultant services and certain promissory noteholders (Note 5), which were fair valued at $277,053. Warrants issued to advisors and consultants were expensed in general and administrative expenses and amounted to $184,637. Warrants issued to promissory notes holders were credited to additional paid-in capital in amount of $92,416. Their fair value has been estimated using a multi-nomial lattice model with an expected life of 2 to 3 years, risk free rates of 0.22% to 1.71%, stock price of $0.52 to $0.974 and expected volatility of 114.3% to 132.2%. Warrant exercises and issuances during the year ended March 31, 2021 During the year ended March 31, 2021, 97,500 warrants were exercised (2020 – nil) pursuant to receipt of exercise proceeds of $67,941. (Note 5(a)) During the year ended March 31, 2021, the Company issued 449,583 warrants as compensation for advisor and consultant services which were fair valued. The vested portion in current year and from previous year at $275,801 and expensed in general and administrative expenses, with a corresponding credit to additional paid in capital. As of December 31, 2020, the Company extended the expiry dates of 788,806 warrants previously issued to an executive of the Company, in order to extend their term from 3 to 10 years in accord with the same term extension made to the options of all other Company employees in fiscal 2020. As part of this revision in terms, 288,806 of these same warrants, previously issued and expensed, were repriced to reflect current market conditions; the resulting increase in the fair value of these warrants of $464,971 was expensed to general and administrative expenses. In addition, the Company issued 1,065,857 warrants to brokers, and 5,631,132 warrants to convertible note holders, in connection with the convertible note issuance (Note 5(b)). The warrants’ fair value has been estimated using a monte carlo model (Note 7), which were initially recorded as derivative liabilities, then recorded as equity upon the end of derivative treatment of such warrants (Note 5(b) and Note 7). Warrant issuances, exercises and expirations or cancellations during the years ended March 31, 2021 and 2020, were as follows, resulting in warrants outstanding at the end of those respective periods: Broker Warrants Consultant and Noteholder Warrants Warrants Issued on Convertible Notes Private Placement Warrants Total As at March 31, 2019 321,314 1,177,157 2,734,530 1,163,722 5,396,723 Less: Expired/cancelled - (148,750 ) - - (148,750 ) Add: Issued - 1,021,430 - - 1,021,430 As at March 31, 2020 321,314 2,049,837 2,734,530 1,163,722 6,269,403 Less: Expired/cancelled (128,676 ) (271,365 ) (911,510 ) (1,163,722 ) (2,475,273 ) Less: Exercised (97,500 ) (97,500 ) Add: Issued 1,065,857 449,583 5,631,132 7,146,572 As at March 31, 2021 1,258,495 2,130,555 7,454,152 0 10,843,202 Exercise Price $1.06 to $3.00 $0.48-$7.59 $1.06 to $2.00 Expiration Date Dec 2021 to Jan 2031 Oct 2017 to Mar 2031 May 2022 to Feb 2024 g) Stock-based compensation 2016 Equity Incentive Plan On February 2, 2016, the Board of Directors of the Company approved the Company’s 2016 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The Plan seeks to achieve this purpose by providing for awards in the form of options, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units and other stock-based awards. The Plan shall continue in effect until its termination by the board of directors or committee formed by the board; provided, however, that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective date. The maximum number of shares of stock that may be issued under the Plan shall be equal to 3,750,000 shares; provided that the maximum number of shares of stock that may be issued under the Plan pursuant to awards shall automatically and without any further Company or shareholder approval, increase on January 1 of each year for not more than 10 years from the effective date, so the number of shares that may be issued is an amount no greater than 20% of the Company’s outstanding shares of stock and shares of stock underlying any outstanding exchangeable shares as of such January 1; provided further that no such increase shall be effective if it would violate any applicable law or stock exchange rule or regulation, or result in adverse tax consequences to the Company or any participant that would not otherwise result but for the increase. Based on the 2016 Option Plan, the Company is authorized to issue employee options with a 10-year term. On March 31, 2020, the Company’s Board of Directors approved the amendment of certain prior options grants, issued to current employees, previously issued with a 3-year term, such that the respective options issued under these agreements would have their term extended to 10 years. The Company revalued these options using a lattice model with an expected life of 10 years, risk free rates of 0.46% to 0.75%, stock price of $0.974 and expected volatility of 132.2%, in order to recognize the additional expense associated with the longer term and recognized a one-time charge of $1,600,515 in share-based compensation, with a corresponding adjustment to adjusted paid in capital. During the year ended March 31, 2020, the Company granted 88,100 stock options with a weighted average remaining contractual life from 2.76 to 9.51 years . The Company recorded stock-based compensation of $2,408,713 thousand in connection with ESOP 2016 Plan under general and administrative expenses with corresponding credit to additional paid in capital. During the year ended March 31, 2021, the Company granted 2,610,647 stock options with a weighted average remaining contractual life of 8.7 years. The Company recorded stock-based compensation of $790,535 in connection with ESOP 2016 Plan under general and administrative expenses with corresponding credit to additional paid in capital. The following table summarizes the stock option activities of the Company to March 31, 2021: Number of options Weighted average exercise price ($) Granted 4,147,498 3.2306 Exercised - - Outstanding as of March 31, 2018 4,147,498 3.2306 Granted 270,521 1.8096 Exercised - - Outstanding as of March 31, 2019 4,418,019 3.1436 Granted 88,100 0.7763 Expired (112,509 ) 2.723 Outstanding as of March 31, 2020 4,393,610 3.1069 Granted 2,610,647 1.0072 Exercised - - Outstanding as of March 31, 2021 7,004,256 2.3268 The fair value of each option granted is estimated at the time of grant using multi-nominal lattice model using the following assumptions, for each of the respective years ended March 31 : 2021 2020 2019 Exercise price ($) 0.74-2.89 1.40-2.00 1.40-2.00 Risk free interest rate (%) 0.18 – 1.72 0.52-2.81 2.27-2.81 Expected term (Years) 2.0 – 10.0 2.0-3.0 2.0-3.0 Expected volatility (%) 106.8 – 127.8 97.8-141.1 97.8-141.1 Expected dividend yield (%) 0.00 0.00 0.00 Fair value of option ($) 0.72 0.76 0.588 Expected forfeiture (attrition) rate (%) 0.00 0.00 0.00 The intrinsic value of all the options as at March 31, 2021 were zero. |