BIOTRICITY INC.
For the period ended Jun 28, 2024. Filed Jun 28, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 28, 2024 · Filed Jun 28, 2024
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DEF 14A 1 formdef14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
BIOTRICITY INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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BIOTRICITY INC.
203 Redwood Shores Parkway, Suite 600
Redwood City, California 94065
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 12, 2024
10:00 A.M. PACIFIC TIME
TO THE STOCKHOLDERS OF BIOTRICITY INC.:
The special meeting of stockholders (the “Meeting”) of Biotricity Inc. (which we refer to as “Biotricity” or the “Company”) will be held at 203 Redwood Shores Parkway, Suite 600, Redwood City, California 94065, on July 12, 2024 at 10:00 a.m., Pacific Time. At the Meeting, the holders of the Company’s outstanding capital stock will act on the following matters:
| 1. | To approve the issuance of securities in one or more non-public offerings. |
This matter is more fully described in the proxy statement accompanying this notice.
Only holders of the Company’s common stock of record at the close of business on June 7, 2024, are entitled to notice of and to vote at the Meeting. A proxy statement containing important information about the meeting and the matter being voted upon appears on the following pages.
The Board of Directors recommends that you vote “FOR” the proposal set forth in this Notice of Special Meeting of Stockholders and the Proxy Statement.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING
The Company has enclosed a copy of the proxy statement, the proxy card and the Company’s annual report to stockholders for the year ended March 31, 2023 (the “Annual Report”). The proxy statement, the proxy card and the Annual Report are also available on the Company’s website at https://www.biotricity.com/. If you plan on attending the Special Meeting and voting your shares in person, you will need to bring photo identification in order to be admitted to the Special meeting. To obtain directions to the Special meeting, please call the Company at (650) 832-1626.
If you have any questions or need assistance voting your shares of our common stock, please contact the Company at (650) 832-1626.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Waqaas Al-Siddiq
Waqaas Al-Siddiq
President, Chief Executive Officer and Chairman of the Board of Directors
Redwood, California
June 28, 2024
PLEASE NOTE: The Meeting will be held to tabulate the votes cast and to report the results of voting on the item described above. No other business matters are planned for the meeting.
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS | 1 |
|---|---|
| THE MEETING | 6 |
| Date, Time and Place | 6 |
| Matters to be Considered | 6 |
| Record Date; Shares Outstanding and Entitled to Vote | 6 |
| Quorum | 6 |
| Vote Required | 6 |
| Recommendations of our Board of Directors | 7 |
| Common Stock Ownership of Directors and Executive Officers | 7 |
| How to Vote Your Shares | 7 |
| How to Change Your Vote | 7 |
| Counting Your Vote | 8 |
| PROPOSAL NO. 1 — PROPOSAL TO APPROVE THE ISSUANCE OF SECURITIES IN ONE OR MORE NON-PUBLIC OFFERINGS. | 9 |
| DIRECTORS, OFFICERS AND KEY EMPLOYEES | 10 |
| CORPORATE GOVERNANCE | 12 |
| Code of Ethics | 12 |
| Involvement in Certain Legal Proceedings | 12 |
| Board Committees | 12 |
| Audit Committee | 13 |
| Compensation Committee | 13 |
| Nominating and Corporate Governance Committee | 14 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 14 |
| Board Diversity | 14 |
| EXECUTIVE COMPENSATION | 15 |
| Summary Compensation Table | 15 |
| Narrative Disclosure to Summary Compensation Table | 15 |
| Employment Agreements | 15 |
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 16 |
| DIRECTOR COMPENSATION | 17 |
| TRANSACTION WITH RELATED PERSONS | 18 |
| STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF BIOTRICITY INC. | 18 |
| HOUSEHOLDING OF MATERIALS | 19 |
| OTHER MATTERS | 19 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.