CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS | 5. CONVERTIBLE PROMISSORY NOTES AND SHORT TERM LOANS Series A Convertible Promissory Notes : During the year ended March 31, 2021, the Company issued $ 11,275,500 12 For the first series of Series A Notes, commencing six months following the Issuance Date, and at any time thereafter (provided the Holder has not received notice of the Company’s intent to prepay the note), at the sole election of the Holder, any amount of the outstanding principal and accrued interest of this note (the “Outstanding Balance”) could be converted into that number of shares of Common Stock equal to: (i) the Outstanding Balance divided by (ii) 75% of the volume weighted average price of the Common Stock for the 5 trading days prior to the Conversion Date (the conversion price). For the first series of Series A Notes, the notes would 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 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 would be equal to 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 would 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 could, at its discretion redeem the notes for 115% of their face value plus accrued interest. BIOTRICITY INC. SEPTEMBER 30, 2023 (Unaudited) (Expressed in US dollars) For the second series of Series A Notes, the notes could be converted 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 $ 24.00 75% of the volume weighted average price of the common stock for the five trading days prior to the conversion date. For the second series of Series A Notes, the notes would 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 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 would be equal to the lower of $24.00 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 would be equal to the lower of $24.00 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 could, at its discretion redeem the notes for 115% of their face value plus accrued interest. The Company was obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a 3-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 was obligated to pay the placement agent of the first series of Series A Notes a 12% cash fee for $8,925,500 (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. The Company was 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) and 2.5% of funds raised for the remaining $2,350,000 (face value) of notes (second series), 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. On final closing, which occurred on January 8, 2021, the warrants’ exercise price was struck at $6.36 per share. Prior to January 8, 2021 (final closing date), the Company determined that the conversion and redemption features contained in those 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. For the Series A Notes, The Company recognized debt issuance costs in the amount of $ 2,301,854 8,088,003 On December 30, 2022, the Company exchanged $ 500,000 121,500 621,500 12 75 December 30, 2023 During the three and six months ended September 30, 2023, the Company recognized discount amortization of $ 16,455 32,291 17,102 As of September 30, 2023, the Company recorded $ 124,337 BIOTRICITY INC. SEPTEMBER 30, 2023 (Unaudited) (Expressed in US dollars) Series B Convertible Notes During the year ended March 31, 2021, the Company also issued $ 1,312,500 Commencing six months following the issuance date, and at any time thereafter, subject to the Company’s Conversion Buyout clause, at the sole election of the holder, any amount of the outstanding principal and accrued interest of the note (the “outstanding balance”) could be converted into that number of shares of Common Stock equal to: (i) the 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 3 -year term from date of issuance and an exercise price that is $ 6.36 per share for 100,000 warrant shares and $ 9.0 per share for 35,417 warrant shares. Net proceeds to the Company from convertible note issuances to March 31, 2021 amounted to $ 1,240,000 The Company recognized debt issuance costs in the amount of $ 10,000 1,312,500 As of September 30, 2023, the Company recorded accrued interest in the amount of $ 87,566 During the three and six months ended September 30, 2023, the Company redeemed $ 52,049 102,376 62,459 122,851 6,684 13,132 17,094 33,607 In total, as at September 30, 2023, the Company had $ 200,000 55,344 BIOTRICITY INC. SEPTEMBER 30, 2023 (Unaudited) (Expressed in US dollars) Series C Convertible Notes During the three months ended June 30, 2023, the Company issued $ 1,017,700 590,000 During the three months ended September 30, 2023, the Company issued additional Series C Notes in the amount of $ 205,000 15 In total, $ 1,812,700 The Series C Notes were sold under subscription agreements to accredited investors. The Notes mature one year from the final closing date of the offering and accrue interest at 15 For Series C Notes, commencing six months following the Issuance Date, and at any time thereafter, at the sole election of the Holder, any amount of the outstanding principal and accrued interest of this note (the “Conversion Amount”) could be converted into that number of shares of Common Stock equal to: the Conversion Amount divided by the “Optional Conversion Price”, which is defined as lower of (i) seventy-five percent (75%) of the VWAP for the five (5) Trading Days prior to the Conversion Date, or (ii) eighty percent (80%) of the gross sale price per share of Common Stock (or conversion or exercise price per share of Common Stock of any Common Stock Equivalents) sold in a Qualified Financing. For Series C Notes, “Mandatory Conversion” of the notes would convert into common stock at the applicable “Mandatory Conversion Price”, if either (i) on each of any twenty (20) consecutive Trading Days (the “Measurement Period”) (A) the closing price of the Common Stock on the applicable Trading Market is at least $18.00 per share and (B) the dollar value of average daily trades of the Common Stock on the applicable Trading Market is at least $400,000 per Trading Day; or (ii) upon the closing of a Qualified Financing, provided that the dollar value of average daily trades of the Common Stock on the applicable National Exchange on each of the ten (10) consecutive Trading Days following such closing is at least $400,000 per Trading Day. Mandatory Conversion Price means, in the case of a Mandatory Conversion under situation (i) above, seventy percent (70%) of the VWAP over the Measurement Period, or in the case of a Mandatory Conversion under situation (ii) above, eighty percent (80%) of the gross sale price per share of Common Stock (or conversion or exercise price per share of Common Stock of any Common Stock Equivalents) sold in a Qualified Financing. The Company was obligated to issue warrants that accompany the convertible notes and provide 100% warrant coverage. The warrants have a 4-year term from date of issuance and an exercise price that is 200% of the 5-day volume weighted average price of the Company’s common shares at the time final closing. The Company was obligated to pay the placement agent of the first series of Series C Notes a 10% cash fee for the face value of the notes. The Company was also obligated to issue warrants to the placement agent that have a 10-year term and cover 8% of face value of the notes, with an exercise price that equals to the 5-day volume weighted average price of the Company’s common shares at the time final closing. As of September 30, 2023, the Company has not issued the investor warrants and placement agent warrants related to the Series C Notes. These warrants will be issued upon the final closing date of the Series C Notes. Net proceeds to the Company from Series C Notes issuance during the six months ended September 30, 2023 amounted to $ 184,500 BIOTRICITY INC. SEPTEMBER 30, 2023 (Unaudited) (Expressed in US dollars) Prior to the final closing date, the Company determined that the conversion features contained in those Note, as well as the obligations to issue investor warrants and placement agent warrants 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 features, as well as the obligations related to investor warrant and placement agent warrant issuance. For the Series C Notes, the Company recognized debt issuance costs of $ 35,362 207,361 168,535 1,005,829 26,833 134,013 During the three and six months ended September 30, 2023, the Company recognized discount amortization of $ 95,183 180,866 1,610,913 As of September 30, 2023, the Company recorded accrued interest in the amount of $ 115,258 Convertible Preferred Note The Company entered into a convertible preferred note financing on September 25, 2023 and issued a convertible note (“Preferred Note”) for a principal amount of $ 1.0 12 At the option of the holder of the Preferred Note, the instrument can be converted upon a subsequent qualified equity or debt round of financing of the Company that raises in excess of $ 15,000,000 The Company may prepay the Preferred Note in whole or in part, after providing fifteen (15) days written notice to the holder, either in cash or by the mutually consented conversion of the Preferred Note and any accrued interest thereon at a 15 There are standard events of default that include non-payment of principal and interest when due and non-performance or observance of any covenant or agreement as applicable. If an event of default is not cured, the Company is obligated to pay the holder the outstanding principal amount plus all accrued and unpaid interest through the date the Preferred Note is paid in full. The Company determined that the optional conversion upon a Qualified Financing qualified was an embedded derivative, and as such, was separated from its debt host. The bifurcation of the embedded derivative resulted in a discount to the Preferred Note in the amount of $ 717,071 3,167 1,995 Other Convertible Notes On January 23, 2023, the Company issued $ 2,000,000 10 45,045 221,621 The conversion of the Other Convertible Notes is automatic upon a Qualified Financing which is in the control of the Company, or at maturity of the notes, upon mutual agreement by the note holder and the Company. Since the conversion is not in control of the holder of the note, the Company did not recognize a derivative liability in connection with the conversion option of the Other Convertible Notes. During the three and six months ended September 30, 2023, the Company recognized discount amortization of $ 55,861 111,115 75,289 Other Short-Term Loans, Promissory Notes and Financing Facilities In December 2022, the Company entered into a short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $ 400,000 9,999 40 13,995 560,000 2,893 6,142 In December 2022, the Company also entered into a short-term collateralized bridge loan agreement with a finance company that advanced gross proceeds of $ 800,000 32,000 40 29,556 13,999 1,120,000 29,075 800 10,400 20,800 BIOTRICITY INC. SEPTEMBER 30, 2023 (Unaudited) (Expressed in US dollars) In December 2022, the Company entered into a promissory note agreement with an individual investor that resulted in gross proceeds of $ 600,000 25 December 15, 2023 3 600,000 12,517 On December 30, 2022, the Company extinguished 51,101 270,000 December 31, 2023 248,479 21,521 270,000 Nil Nil 7,304 On March 29, 2023, the Company entered into an additional collateralized bridge loan agreement with a finance company that advanced gross proceeds of $ 300,000 12,000 40 5,250 11,083 420,000 700,000 28,000 40 24,500 980,000 59,161 567,700 21,000 11,500 3,600 In June 2023, the Company entered into a secured revolving account purchase credit and inventory financing facility (the “Revolving Facility”) with a revolving loan lender, pursuant to which the lender may from time to time purchase certain discrete account receivables from the Company (with full recourse) or may make loans and provide other financial accommodations, the payment of which are guaranteed and secured by certain assets of the Company. In assigning the selling accounts receivables to the revolving loan lender, the Company is receiving 85% of their value as an advance of its regular collection of those receivables, limited to $ 1.2 0.3 1,025,399 300,000 1,325,399 On July 13, 2023, the Company entered into another short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $ 400,000 24,000 14 38,705 540,000 105,166 5,143 18,857 On August 11, 2023, the Company issued two short term promissory notes (“August 2023 Notes”), each for a principal amount of $ 250,000 500,000 75,000 $250,000 25,000 250,000 50,000 500,000 25,000 During the six months ended September 30, 2023, the Company received and repaid various short-term promissory notes from individual lenders. As at September 30, 2023, the Company had outstanding principal of $ 75,000 BIOTRICITY INC. SEPTEMBER 30, 2023 (Unaudited) (Expressed in US dollars) Total interest expense on the above convertible notes, short-term loan and promissory notes was $ 245,326 25,230 404,596 56,644 Total accretion expense on the above convertible notes, short-term loan and promissory notes was $ 544,697 Nil 1,050,974 Nil |