UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Amendment No. 1)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: March 31, 2024
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-56074
BIOTRICITY INC.
(Exact name of registrant as specified in its charter)
nevada | 30-0983531 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification) |
203 Redwood Shores Parkway, Suite 600 |
Redwood City, CA 94065 |
(Address of principal executive offices, including zip code) |
(800) 590-4155 |
(Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(b) of the Act:
Title of Class | Trading Symbol (s) | Name of each exchange on which registered | ||
Common Stock, Par Value $0.001 | BTCY | Nasdaq Capital Market |
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class | Name of Each Exchange On Which Registered | |
N/A | N/A |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such fi les). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ | |
Non-accelerated filer ☒ | Smaller Reporting Company ☒ | |
Emerging Growth Company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☒ No ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $16,344,389.
The number of shares outstanding of each of the registrant’s classes of common stock, as of June 25, 2024, was (not including 160,672 Exchangeable Shares, directly exchangeable into an equivalent number of shares of common stock).
DOCUMENTS INCORPORATED BY REFERENCE
None.
Auditor Name | Auditor Location | Auditor Firm ID | ||
SRCO Professional Corporation | Richmond Hill, Ontario, Canada | 5828 |
Explanatory Note
The purpose of this Amendment No. 1 (the “Amendment”) to the Annual Report on Form 10-K of Biotricity Inc. (the “Company”) for the year ended March 31, 2024 (the “Original Form 10-K”) is to re-file the consent of the Company’s independent registered public accounting firm. In connection with the filing of this Amendment, the Company is also including with this Amendment certain currently dated certifications. Except as otherwise set forth in this Explanatory Note, no other information included in the Original Form 10-K is amended or changed by this Amendment.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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* | Indicates management contract or compensatory plan or arrangement. |
+ | Portions of this document have been omitted and submitted separately with the Securities and Exchange Commission pursuant to a request for “Confidential Treatment”. |
** | Previously Filled |
*** | Filed herewith |
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SIGNATURES
Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the day of June 27, 2024.
BIOTRICITY INC. | ||
By: | /s/ Waqaas Al-Siddiq | |
Waqaas Al-Siddiq | ||
Chief Executive Officer and President |
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Waqaas Al-Siddiq | Chairman, President and Chief Executive Officer (principal executive officer) | June 27, 2024 | ||
Waqaas Al-Siddiq | ||||
/s/ John Ayanoglou | Chief Financial Officer (principal financial and accounting officer) | June 27, 2024 | ||
John Ayanoglou | ||||
/s/ David A. Rosa | Director | June 27, 2024 | ||
David A. Rosa | ||||
/s/ Chester White | Director | June 27, 2024 | ||
Chester White | ||||
/s/ Ronald McClurg | Director | June 27, 2024 | ||
Ronald McClurg |
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