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. 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 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 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited) (Expressed in US dollars) On December 30, 2022, the Company exchanged $ 500,000 121,500 621,500 12 75 Prior to year ended March 31, 2022, $ 10,575,500 700,000 During the three months ended June 30, 2024, and June 30, 2023, the Company recognized discount amortization of $ nil 15,836 As of June 30, 2024, and March 31 , 2024 198,339 173,762 During the three months ended June 30, 2024, and June 30, 2023, the Company recognized interest expense in the amount of $ 20,567 24,577 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. 3 6.36 100,000 9.0 35,417 Net proceeds to the Company from convertible note issuances to March 31, 2021 amounted to $ 1,240,000 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited) (Expressed in US dollars) The Company recognized debt issuance costs in the amount of $ 10,000 1,312,500 During the year ended March 31, 2022, $ 472,500 34,586 840,000 During the year ended March 31, 2023, $ 555,600 126,833 During the year ended March 31, 2023, $ 126,680 145,682 The redemption price was determined in accordance to the Series B note agreement, where the Company has an option to redeem the note at 115% of its principal value instead of converting the note upon receipt of a conversion notice. The difference between the redemption cash payment and the book value of the note redeemed, including the derivative liability associated to the note 24,408 During the year ended March 31, 2024, the Company redeemed $ 135,710 162,851 18,540 45,681 During the three months ended June 30, 2023, the Company redeemed $ 50,327 60,392 6,448 50,327 16,513 During the three months ended June 30, 2024, the Company redeemed $ 16,667 of Series B Notes, through a cash payment of $ 20,000 . A gain on redemption $ 3,226 was recognized as a result of this transaction, representing the difference between the cash payment and the face value of Series B Notes redeemed and related derivative liabilities at the time of redemption ($ 6,559). In total, the Company had issued $ 821,500 157,720 821,500 5,343 821,500 22,010 The Series A and Series B notes continued to accrue interest, and no repayment demand notification was received from noteholders, notwithstanding the fact that these noteholders have continued to convert portions of these notes subsequently; and it is management’s expectation that all of these notes will eventually convert. As of June 30, 2024, and March 31, 2024, the Company recorded accrued interest in the amount of $ 88,821 88,602 During the three months ended June 30, 2024, and June 30, 2023, the Company recognized interest expense in the amount of $ 219 1,669 Series C Convertible Notes The Company has issued Series C Notes in total of $ 1,812,700 1,100,430 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 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited) (Expressed in US dollars) 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 of 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 . Prior to the final closing date (October 23, 2023), 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. Subsequently, the exercise price of all warrants was concluded and locked to $ 4.18 2.09 1,278,786 For the Series C Notes, the Company recognized debt issuance costs of $ 207,361 during the year ended March 31, 2024 and treated these as debt discounts. The Company also recognized additional debt discount in the amount of $ 1,005,829 in connection with the recognition of derivative liabilities for the conversion features, investor warrants and placement agent warrants. The debt discounts are recorded as a contra liability against the convertible note and are amortized and recognized as accretion expenses using the effective interest method over the remaining lives of the Notes. During the three months ended June 30, 2024, and June 30, 2023 the Company recognized discount amortization of $ 867,091 and $ 85,683 , respectively, on Series C Notes as accretion and amortization expense. As of June 30, 2024 and March 31, 2024, the remaining unamortized discount on Series C convertible notes was $ 365,183 and $ 1,232,274 , respectively. During the three months ended June 30, 2024, convertible notes with a face value of $ 1,387,700 1,344,709 287,802 2,208,599 2,077,762 214,446 475,616 130,837 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited) (Expressed in US dollars) As of June 30, 2024, and March 31, 2024, the Company recorded accrued interest in the amount of $ 71,940 253,643 During the three months ended June 30, 2024, and June 30, 2023, the Company recognized interest expense in the amounts of $ 36,754 46,523 Other Convertible Notes On January 23, 2023, the Company issued $ 2,000,000 10 45,045 221,621 The conversion of the 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 noteholder 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 Notes. As of June 30, 2024, and March 31, 2024, respectively, the discount on Other Convertible Notes was fully amortized. During the three months ended June 30, 2024, and June 30, 2023 the Company recognized discount amortization of $ nil 55,254 Convertible Preferred Notes 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 $ 1,000,000 12 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited) (Expressed in US dollars) The Company also entered into a convertible preferred note financing on October 25, 2023 and issued a convertible note (“Preferred Note”) for a principal amount of $ 250,000 12 The Company entered into a convertible preferred note financing on January 9, 2024 and issued a convertible note (“Preferred Note”) for a principal amount of $ 114,303 8 The Company entered into a convertible preferred note financing on June 17, 2024 and issued a convertible note (“Preferred Note”) for a principal amount of $ 300,000 no The conversion of the Preferred 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 noteholder 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. 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 As of June 30, 2024, and March 31, 2024, the Company recorded accrued interest in the amount of $ 8,532 4,103 During the three months ended June 30, 2024 and 2023, the Company recognized interest expense in the amount of $ 38,513 and Nil, respectively Other Short-term loans and Promissory Notes 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 , prior to the deduction of issuance costs in the amount of $ 9,999 . The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of the finance agreement is 40 weeks. The Company is required to make weekly payments of $ 13,995 ($ 560,000 in the aggregate). As of June 30, 2024, and March 31, 2024, respectively, the principal was fully repaid and discount for this loan was fully amortized. The discount amortization during the three months ended June 30, 2024, and June 30, 2023 was $ nil and $ 3,250 , respectively, and was recognized as part of the accretion and amortization expenses. In addition, the Company recognized $ nil and $ 49,971 accretion expenses, during the three months ended June 30, 2024, and June 30, 2023, respectively, related to the increase in present value of the loan over its term. BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited) (Expressed in US dollars) 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 , prior to the deduction of issuance costs in the amount of $ 32,000 . The issuance costs were recognized as a debt discount and amortized via the effective interest method. The term of this second agreement is 40 weeks. The Company is required to make weekly payments of $ 29,556 ($ 13,999 for the first four weeks, and $ 1,120,000 in the aggregate). As of June 30, 2024, and March 31, 2024, respectively, the principal was fully repaid and discount for this loan was fully amortized. The discount amortization during the three months ended June 30, 2024, and June 30, 2023, was $ nil and $ 9,600 , respectively, which was recognized as part of the accretion and amortization expenses. In addition, the Company recognized $ nil and $ 106,977 accretion expenses, during the three months ended June 30, 2024, and June 30, 2023, respectively, related to the increase in present value of the loan over its term. 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 12,620 12,723 37,397 37,500 On December 30, 2022, the Company extinguished 51,101 warrants that were originally issued to Series A Convertible Noteholders and replaced these warrants with a new promissory note issued to the same warrant holder. The new promissory note has principal balance of $ 270,000 , stated interest of zero, and maturity date of December 31, 2023 . The fair value of this new promissory note was $ 248,479 as of the issuance date, which was calculated using a discount rate that was comparable to other loan issuance at the same time as well as the market bond rates at the time of the promissory note issuance. The difference between the fair value of the new note and its principal balance was $ 21,521 , and was recognized as a discount, and amortized via effective interest rate method. The Company compared the fair value of the extinguished warrants immediately prior to extinguishment against the fair value of the new promissory note issued. During the year ended March 31, 2024, the obligation to repay the principal balance at the original maturity date was waived for a finance charge of $ 50,000 , which the Company recorded as interest expense in the in the statement of operations. As of June 30, 2024, and March 31, 2024, the amount of principal outstanding on the note was $ 270,000 , and the remaining unamortized discount was $ Nil . During the three months ended June 30, 2024, and June 30, 2023, the Company recognized amortization of discount on this promissory note in the amounts of $ nil and $ 7,304 , respectively, as accretion and amortization expenses. As of June 30, 2024, and March 31, 2024, the Company recorded accrued interest in the amount of $ 50,000 related to this promissory note. 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 , prior to the deduction of issuance costs in the amount of $ 12,000 . The issuance costs were recognized as a debt discount and would be amortized via the effective interest method. The term of this agreement is 40 weeks. The Company is required to make weekly payments of $ 5,250 for the first four weeks, and $ 11,083 for the remaining 36 weeks, which is $ 420,000 in aggregate. On July 18, 2023, the Company entered into an amendment with the finance company and increased total proceeds borrowed to $ 700,000 . The proceeds from the amended loan balance were netted against previously outstanding balance of the loan, along with an issuance cost in the amount of $ 28,000 . The term of this new loan agreement is 40 weeks. The Company is required to make weekly payments of $ 24,500 , which is $ 980,000 in aggregate. The Company accounted for this amendment as a debt extinguishment and recognized a loss on the amendment of $ 59,161 in other expenses. The issuance costs on the amended loan were recognized as a debt discount and would be amortized via the effective interest method. During the three months ended June 30, 2024, and June 30, 2023, the Company recognized $ 2,800 3,600 of amortization of discount as accretion and amortization expenses. In addition, the Company recognized $ 4,152 56,440 accretion expenses, during the three months ended June 30, 2024, and June 30, 2023, respectively, related to the increase in present value of the loan over its term. During the three months ended June 30, 2024, and June 30, 2023, net repayments for the loan amounted to $ 147,000 and $ 109,667 , respectively. 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 1,398,111 1,286,792 nil $125,000 1,411,792 1,411,792 105,233 45,217 23,979 23,879 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited) (Expressed in US dollars) 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 No 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 50,000 302,500 427,500 75,000 125,000 On December 8, 2023, the Company entered into a short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $ 630,000 15,750 44 19,195 844,200 258,216 443,185 5,369 10,023 4,653 64,566 230,340 During January 2024, the Company entered into a short term loan agreement with an individual lender that resulted in gross proceeds of $ 140,000 12 140,000 6,996 nil 6,996 During February 2024, the Company entered into a promissory note agreement with an individual investor that resulted in gross proceeds of $ 660,504 12 660,504 26,917 7,101 19,774 On February 2, 2024, the Company entered into a short-term bridge loan agreement with a collateralized merchant finance company that advanced gross proceeds of $ 700,000 35,000 35 29,235 1,008,000 337,487 581,105 13,683 26,879 13,196 136,437 321,585 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2024 (Unaudited) (Expressed in US dollars) |