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 (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). BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 (Unaudited) (Expressed in US dollars) 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 Series A 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 of the 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 Series A 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 DECEMBER 31, 2024 (Unaudited) (Expressed in US dollars) On December 30, 2022, the Company exchanged $ 500,000 121,500 621,500 12 75 On December 31, 2024, all of the Series A notes had been converted into common shares, with the exception of notes held by two investors, with a remaining face value in the amount of $ 700,000 During the three and nine months ended December 31, 2024, the Company recognized discount amortization of $ nil As of December 31, 2024, and March 31, 2024, the Company recorded $ 248,034 173,762 During the three and nine months ended December 31, 2024, the Company recognized interest expense in the amount of $ 24,848 72,300 Series A Notes that remain outstanding as at December 31, 2024 are beyond their contractual maturity date. The notes continue to accrue interest, and no repayment demand notification has been received from noteholders. 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. 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 was 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 DECEMBER 31, 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 with 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 and nine months ended December 31, 2024, the Company redeemed $ nil 22,009 nil 25,342 nil 8,320 nil 8,320 During the three and nine months ended December 31, 2023, the Company redeemed $ 16,667 119,043 20,000 142,851 2,149 15,281 5,482 39,089 As of December 31, 2024, no Series B Notes remain outstanding. As of December 31, 2024, and March 31, 2024, the Company recorded accrued interest in the amount of $ 88,881 88,602 During the three and nine months ended December 31, 2024, the Company recognized interest expense on the Series B Notes in the amount of $ nil 279 697 3,401 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 (Unaudited) (Expressed in US dollars) Series C Convertible Notes The Company has issued Series C Notes of $ 1,812,700 1,100,430 The Series C Notes were sold under subscription agreements to accredited investors. The Series C 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 (as defined in the Series C note agreements) 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 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 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 Series C Notes 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 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 (Unaudited) (Expressed in US dollars) For the Series C Notes, the Company recognized debt issuance costs of $ 207,361 1,005,829 During the three and nine months ended December 31, 2024, the Company recognized discount amortization of $ 215,998 1,267,666 35,392 1,232,274 During the three and nine months ended December 31, 2023, the Company recognized discount amortization of $ 139,568 320,434 1,471,345 During the three and nine months ended December 31, 2024, convertible notes with a face value of $ 80,000 1,512,700 18,150 240,407 456,601 2,210,155 577,644 184,627 2,467,844 124,969 2,270,898 18,150 240,442 26,819 517,791 59,658 196,945 During the three and nine months ended December 31, 2024, convertible notes with a face value of $ 125,000 29,844 154,844 17,357 As of December 31, 2024, and March 31, 2024, the Company recorded accrued interest in the amount of $ 45,688 253,643 During the three and nine months ended December 31, 2024, the Company recognized interest expense in the amounts of $ 15,465 65,184 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 (Unaudited) (Expressed in US dollars) Convertible Preferred Notes The Company entered into a convertible preferred note financing on September 25, 2023 and issued a convertible note (“Preferred Note”) in the principal amount of $ 1,000,000 12 The Company also issued a Preferred Note on October 25, 2023 in the principal amount of $ 250,000 12 The Company issued a further Preferred Note in January 2024 for a principal amount of $ 114,303 8 The Company also issued a Preferred Note on June 17, 2024, for a principal amount of $ 300,000 12 During the three months ended December 31, 2024, the Company issued $ 869,000 100,000 10 319,000 10 450,000 As of December 31, 2024, and March 31, 2024, the Company recorded accrued interest in the amount of $ 41,978 4,103 During the three and nine months ended December 31, 2024, the Company recognized interest expense in the amount of $ 53,369 121,977 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 (Unaudited) (Expressed in US dollars) 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 (as defined in the Notes) 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. During the three and nine months ended December 31, 2024, the Company recognized discount amortization of $ nil During the three and nine months ended December 31, 2023, the Company recognized discount amortization of $ 55,861 166,975 19,428 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 9,999 40 13,995 560,000 nil nil 6,142 nil Nil 66,213 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 29,556 13,999 1,120,00 nil 800 11,200 nil 481 150,760 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 13,236 12,723 37,808 113,014 On December 30, 2022, the Company extinguished 51,101 270,000 December 31, 2023 248,479 21,521 50,000 270,000 Nil nil nil 7,304 50,000 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 (Unaudited) (Expressed in US dollars) 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 5,250 11,083 420,000 700,000 28,000 24,500 980,000 59,161 nil 2,800 9,100 16,100 nil 4,152 108,245 300,651 20,000 211,500 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 1,718,286 1,286,792 198,000 125,000 1,916,286 1,411,792 117,133 324,851 36,575 23,879 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 72,500 427,500 75,000 125,000 500,000 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 (Unaudited) (Expressed in US dollars) 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 nil 443,185 nil 10,023 716 10,023 769 93,895 130,000 497,925 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 85,192 140,000 15,645 nil 54,808 9,544 20,774 During February 2024, the Company entered into a promissory note agreement with an individual investor that resulted in gross proceeds of $ 660,504 12 660,932 68,899 7,101 14,682 54,446 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 nil 581,105 nil 26,879 486 26,879 303 193,015 207,250 656,805 BIOTRICITY INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2024 (Unaudited) (Expressed in US dollars) |