STOCKHOLDERS’ EQUITY (DEFICIENCY) | 9. STOCKHOLDERS’ EQUITY (DEFICIENCY) a) Authorized stock As at December 31, 2022, the Company is authorized to issue 125,000,000 (March 31, 2022 – 125,000,000 ) shares of common stock ($ 0.001 par value) and 10,000,000 (March 31, 2022 – 10,000,000 ) shares of preferred stock ($ 0.001 par value), 20,000 of which are designated shares of Series A preferred stock ($ 0.001 par value) as of December 31, 2022 and March 31, 2022. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) At December 31, 2022, common shares and shares directly exchangeable into equivalent common shares that were issued and outstanding totaled 52,242,072 (March 31, 2022 – 51,277,040 ); these were comprised of 50,775,354 (March 31, 2022 – 49,810,322 ) shares of common stock and 1,466,718 (March 31, 2022 – 1,466,718 ) exchangeable shares. There is currently 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. The Company has also issued a Series A preferred stock, $ 0.001 par value; 20,000 shares have been designated as authorized (as at December 31, 2022 and March 31, 2022); 6,305 Series A preferred shares were issued and outstanding as at December 31, 2022 (March 31, 2022: 7,201 ). b) Exchange Agreement On February 2, 2016, the Company was formed through reverse-take-over: ● The Company issued approximately 1.197 shares of its common stock in exchange for each common share of iMedical held by the iMedical 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 iMedical 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 iMedical held. Accordingly, the Company issued 9,123,031 Exchangeable Shares ; ● Each outstanding option to purchase common shares in iMedical (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 iMedical 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 the Company 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 iMedical 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 the Company 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 iMedical 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 the Company 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) Series (A) Preferred Stock The number of Series A Preferred Stock issued and outstanding as of December 31, 2022 and March 31, 2022 was 6,305 and 7,201 , respectively. The Series A Preferred Stock is junior to the Company’s existing undesignated preferred stock, and unless otherwise set forth in the applicable certificate of designations, shall be junior to any future issuance of preferred stock. The purchase price (the “Purchase Price”) for the Series A Preferred Stock to date has been $ 1,000 per share. Except as otherwise expressly required by law, the Series A Preferred Stock does not have voting rights and does not have any liquidation rights. Preferred Stock Dividends Dividends shall be paid at the rate of 12 % per annum of the amount of the Series A Preferred Stockholder’s (the “Holder”) Purchase Price. Dividends shall be paid quarterly unless the Holder and the Company mutually agree to accrue and defer any such dividend. Conversion The Series A Preferred Stock is convertible into shares of common stock commencing 24 months after the issuance date of the Series A Preferred Stock. Upon which, on a monthly basis, up to 5 % of the aggregate amount of the Purchase Price can be converted (subject to adjustment for changes in the Holder’s ownership of the underlying Series A Preferred Stock). The conversion price is equal to the greater of $ .001 or a 15 % discount to the volume-weighted average price (“VWAP”) of the Company’s common stock five Trading Days immediately prior to the conversion date (the “Conversion Rate). Additionally, subject to certain provisions, the Holder may exchange its Series A Preferred Stock into any common stock financing being conducted by the Company at a 15% discount to the pricing of that financing. Other Adjustments and Rights ● The Conversion Rate (and shares issuable upon conversion of the Series A Preferred Stock) will be appropriately adjusted to reflect stock splits, stock dividends business combinations and similar recapitalization. ● The Holders shall be entitled to a proportionate share of certain qualifying distributions on the same basis as if they were holders of the Company’s common stock on an as converted basis. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) Company Redemption The Company may redeem all or part of the outstanding Series A Preferred Stock after one year from the date of issuance by paying an amount equal to the aggregate Purchase Price paid, adjusted for any reduction in Series A Preferred Stock holdings, multiplied by 110 % plus accrued dividends d) Share issuances Share issuances during the year ended March 31, 2022 During the year ended March 31, 2022, the Company issued 4,696,083 common shares (not including 19,263 shares that were part of to be issued shares from prior year conversions) in connection with conversion of convertible notes. The total amounts of debts settled is in amount of $ 14,522,812 that composed of face value of convertible promissory notes in amount of $ 10,309,000 , carrying amount of conversion and redemption feature derived from notes in amount of $ 3,398,557 and unpaid interest in amount of $ 815,255 . The fair value of the shares issued was determined based on the market price upon conversion and was in the amount of $ 15,678,454 . The difference between amounts of debts settled and fair value of common shares issued was in the amount of $ 1,155,642 and was recorded as loss on conversion of convertible promissory notes in statement of operations. During the year ended March 31, 2022, the Company issued 658,355 common shares in connection with warrant exercises for cash, and 446,370 common shares in connection with cashless warrant exercises (Note 9f). In addition, the Company issued 451,688 common shares for services provided (not including 250,000 that were part of to be issued shares from prior year commitment). The fair value of common shares issued for services provided was $ 1,414,449 . The fair value of common shares was determined based on the fair value on the date of approval of common share issuance. During the year ended March 31, 2022, the Company issued 69,252 common shares for cash proceeds of $ 250,000 , which were initially received as a promissory note, and paid through the issuance common shares within the same quarter. During the year ended March 31, 2022, the Company issued 5,382,331 common shares in connection with the equity financing that was concurrent with its listing on the Nasdaq Capital Market, for total net cash proceeds of $ 14,545,805 . During the year ended March 31, 2022, an additional 100 Series A preferred shares were issued for cash proceeds of $ 100,000 . The Company issued 288,756 common shares as a result of preferred share conversions (Note 8). During the year ended March 31, 2022, the Company also issued an aggregate of 1,423,260 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. Share issuances during the three months ended June 30, 2022 During the three months ended June 30, 2022, the Company issued 404,545 common shares in connection with conversion of convertible notes (Note 5). The total amounts of debts settled is in amount of $ 406,118 that composed of face value of convertible promissory notes in amount of $ 302,000 (Note 5), carrying amount of conversion and redemption feature derived from notes in amount of $ 104,118 . 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 $ 457,025 . The difference, that represented a loss on conversion between amounts of debt settled and fair value of common shares issued, was in the amount of $ 50,908 and was recorded as loss on conversion of convertible promissory notes in statement of operations. During the three months ended June 30, 2022, the Company removed 40,094 of previously to be issued shares, in connection with cancellation of warrant exercises from certain warrant holders. In addition, the Company recognized additional 11,792 shares to be issued for warrant exercise request received but not processed as of quarter end. As a result of the cancellation of to be issued shares, $ 42,500 was reduced from balance of shares to be issued, and the Company increased the balance of the shares to be issued by $ 12,500 upon the warrants exercise. During the three months ended June 30, 2022, the Company issued 4,167 common shares for services received, with a fair value of $ 7,500 . Share issuances during the three months ended September 30, 2022 During the three months ended September 30, 2022, the Company issued 117,647 common shares in connection with conversion of convertible notes (Note 5). The total amounts of debts settled is in amount of $ 135,274 that composed of face value of convertible promissory notes in amount of $ 100,000 (Note 5), carrying amount of conversion and redemption feature derived from notes in amount of $ 35,274 . 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 $ 175,294 . The difference, that represented a loss on conversion, between amounts of debts settled and fair value of common shares issued was in the amount of $ 40,020 and was recorded as loss on conversion of convertible promissory notes in statement of operations. During the three months ended September 30, 2022, the Company issued 22,772 common shares for services received, with a fair value of $ 30,287 . BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) Share issuances during the three months ended December 31, 2022 During the three months ended December 31, 2022, the Company issued 238,846 common shares in connection with the conversion of convertible notes (Note 5). The total amounts of debts settled is in amount of $ 207,002 that composed of face value of convertible promissory notes in amount of $ 153,600 (Note 5), carrying amount of conversion and redemption feature derived from notes in amount of $ 53,402 . 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 $ 211,602 . The difference, that represented a loss on conversion, between amounts of debts settled and fair value of common shares issued was in the amount of $ 4,600 and was recorded as loss on conversion of convertible promissory notes in condensed consolidated statements of operations and comprehensive loss. In addition, the Company issued 105,263 common shares for services received with a fair value of $ 112,631 which was recognized as a general and administrative expense with a corresponding credit to additional paid-in capital. e) Shares to be issued During the nine months ended December 31, 2022, the Company issued 100,094 shares in satisfaction of its obligation of shares to be issued, and moved $ 77,300 out of the shares to be issued account into the additional paid in capital account. f) Warrant issuances, exercises and other activity Warrant exercises and issuances during the year ended March 31, 2022 During the year ended March 31, 2022, 658,355 warrants were exercised pursuant to receipt of exercise proceeds of $ 872,292 . 446,370 warrants were exercised pursuant to cashless warrant exercise. In addition, $ 103,950 warrant exercise proceeds receivable was recorded as part of deposit and other receivables as of March 31, 2022. During the year ended March 31, 2022, the Company issued 212,594 warrants, including 25,000 as compensation for advisor and consultant services, and 187,594 as compensation to an executive of the Company who was not part of the Company stock options plan. The warrant expenses were fair valued at $ 541,443 , and recognized as general and administrative expenses, with a corresponding credit to additional paid-in capital. During the year ended March 31, 2022, the Company issued 57,536 share purchase warrants to lenders in connection with the term loan (Note 6). The fair value of these warrants, in the amount of $ 198,713 , was recorded as part of the discount of the loan, with a corresponding credit to additional paid-in capital. The warrants were not considered as derivative instruments. The fair value of these warrants was determined by using the Black Scholes model, based on the following key inputs and assumptions: expiry date December 21, 2028 , exercise price $ 6.26 , rate of return 1.40 %, and volatility 121.71 %. During the year ended March 31, 2022, the Company issued 373,404 share purchase warrants to underwriter. The warrants were not considered as a derivative instrument and were accounted as additional paid-in capital along with the uplisting transaction. The warrants were fair valued at $ 900,371 . The fair value of these warrants was determined by using Black Scholes model, based on the following key inputs and assumptions: expiry date August 26, 2026 , exercise price $ 3.75 , rate of returns 0.77 %, and volatility 111.9 %. Warrant exercises and issuances during the three months ended June 30, 2022 During the three months ended June 30, 2022, the Company issued 53,827 warrants as compensation to an executive of the Company who was not part of the Company stock options plan. The warrant expenses were fair valued at $ 77,414 , and recognized as general and administrative expenses, with a corresponding credit to additional paid-in capital. Warrant exercises and issuances during the three months ended September 30, 2022 During the three months ended September 30, 2022, the Company issued 118,282 warrants as compensation to an executive of the Company who was not part of the Company stock options plan. The warrant expenses were fair valued at $ 77,332 , and recognized as general and administrative expenses, with a corresponding credit to additional paid-in capital. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) Warrant issuances and exchanges into other securities during the three months ended December 31, 2022 During the three months ended December 31, 2022, the Company issued 218,785 77,780 312,500 306,604 71,768 Warrant issuances, exercises and expirations or cancellations during the three months ended December 31, 2022 and preceding periods resulted in warrants outstanding at the end of those respective periods as follows: SCHEDULE OF WARRANTS OUTSTANDING Broker and Other Warrants Consultant Warrants Warrants Issued on Conversion of Convertible Notes Total As at March 31, 2022 876,205 1,802,316 7,211,623 9,890,144 Less: Expired/cancelled - - (1,563,980 ) (1,563,980 ) Less: Exercised - - (11,792 ) (11,792 ) Add: Issued - 53,827 - 53,827 As at June 30, 2022 876,205 1,856,143 5,635,851 8,368,199 Less: Expired/cancelled (37,134 ) (114,583 ) - (151,717 ) Less: Exercised - - - - Add: Issued - 118,282 - 118,282 As at September 30, 2022 839,071 1,859,842 5,635,851 8,334,764 Warrant outstanding, beginning balance 839,071 1,859,842 5,635,851 8,334,764 Less: Expired/cancelled - (278,000 ) - (278,000 ) Less: Exercised - - (306,604 ) (306,604 ) Add: Issued - 218,785 - 531,285 As at December 31, 2022 839,071 1,800,627 5,329,247 7,968,945 Warrant outstanding, ending balance 839,071 1,800,627 5,329,247 7,968,945 Exercise Price $ 1.06 to $ 6.26 $ 0.45 to $ 3.15 $ 1.06 to $ 1.50 Expiration Date August 2026 to January 2031 January 2023 to December 2032 January 2024 to February 2024 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) g) Stock-based compensation 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 (10 th 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 three months ended June 30, 2022, the Company granted 10,180 of options with a weighted average remaining contractual life of 10 years. The Company recorded stock-based compensation of $ 149,190 in connection with ESOP 2016 Plan (June 30, 2021 - $ 155,851 ), under general and administrative expenses with corresponding credit to additional paid in capital. During the three months ended September 30, 2022, the Company granted 3,757 of options with a weighted average remaining contractual life of 10 years. The Company recorded stock-based compensation of $ 153,338 in connection with ESOP 2016 Plan (September 30, 2021 - $ 169,778 ), under general and administrative expenses with corresponding credit to additional paid in capital. During the three months ended December 31, 2022, the Company granted no new options. The Company recorded stock-based compensation of $ 63,125 in connection with ESOP 2016 Plan (December 31, 2021 - $ 100,650 ), under general and administrative expenses with corresponding credit to additional paid in capital. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) The following table summarizes the stock option activities of the Company to December 31, 2022: SCHEDULE OF STOCK OPTION ACTIVITIES Number of options Weighted Average exercise price ($) Outstanding as of March 31, 2022 7,409,714 2.3466 Granted 10,180 1.7700 Exercised - - Outstanding as of June 30, 2022 7,419,894 2.3458 Granted 3,757 2.2700 Outstanding as of September 30, 2022 7,423,651 2.3457 Granted - - Expired (16,733 ) 1.3671 Forfeited (88,084 ) 1,9710 Exercised - - Outstanding as of December 31, 2022 7,318,834 2.3509 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (Unaudited) (Expressed in US dollars) The fair value of each option granted is estimated at the time of grant using the Black Scholes model using the following assumptions, for each of the respective fiscal year : SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS Fiscal Year 2023 Fiscal Year 2022 Exercise price ($) 1.77 – 2.27 2.40 – 3.98 Risk free interest rate (%) 3.00 – 4.06 0.34 – 2.32 Expected term (Years) 5 – 6.5 2.0 – 10.0 Expected volatility (%) 107.7 – 119.5 106.6 – 129.9 Expected dividend yield (%) 0.00 0.00 Fair value of option ($) 0.36 – 1.57 1.19 – 3.52 Expected forfeiture (attrition) rate (%) 0.00 0.00 |