BIOTRICITY INC.
For the period ended Aug 2, 2024. Filed Aug 5, 2024.
View on SEC.govAbout this filing
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.
Aug 2, 2024 · Filed Aug 5, 2024
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
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 ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | 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):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ☐ | Fee paid previously with preliminary materials. |
|---|
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
|---|
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
BIOTRICITY INC.
203 Redwood Shores Parkway, Suite 600
Redwood City, California 94065
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 15, 2024
10:00 A.M. PACIFIC TIME
TO THE STOCKHOLDERS OF BIOTRICITY INC.:
The annual 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 August 15, 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 elect four directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. | To ratify the appointment of SRCO Professional Corporation as the Company’s independent registered public accounting firm for the year ending March 31, 2025; |
| 3. | To approve the issuance of up to $6,600,000 of the Company’s common stock upon the conversion of Series B Convertible Preferred Stock issued in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(c) of Regulation D (“Regulation D”) as promulgated under the Securities Act, without giving effect to Nasdaq’s 20% Rule (the “Nasdaq Proposal”); |
| 4. | To adjourn the Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of such adjournment to approve the Equity Issuance Proposal or the other proposals (the “Adjournment Proposal”). |
These matters are 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 July 15, 2024, are entitled to notice of and to vote at the Meeting. A proxy statement containing important information about the meeting and the matters being voted upon appears on the following pages.
The Board of Directors recommends that you vote “FOR” the proposals set forth in this Notice of Annual Meeting of Stockholders and the Proxy Statement.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL 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, 2024, as amended (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 Annual Meeting and voting your shares in person, you will need to bring photo identification in order to be admitted to the Annual Meeting. To obtain directions to the Annual Meeting, please call the Company at (800) 590-4155.
If you have any questions or need assistance voting your shares of our common stock, please contact the Company at (800) 590-4155.
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
August 2, 2024
PLEASE NOTE: The Meeting will be held to tabulate the votes cast and to report the results of voting on the items described above. No other business matters are planned for the meeting.
TABLE OF CONTENTS
| QUESTIONS AND ANSWERS | 1 |
|---|---|
| THE MEETING | 7 |
| Date, Time and Place | 7 |
| Matters to be Considered | 7 |
| Record Date; Shares Outstanding and Entitled to Vote | 7 |
| Quorum | 7 |
| Vote Required | 7 |
| Recommendations of our Board of Directors | 8 |
| Common Stock Ownership of Directors and Executive Officers | 8 |
| How to Vote Your Shares | 8 |
| How to Change Your Vote | 8 |
| Counting Your Vote | 9 |
| PROPOSAL NO. 1 — ELECTION OF DIRECTORS | 10 |
| Proposal | 10 |
| Nominees for Directors | 10 |
| Required Stockholder Vote and Recommendation of Our Board of Directors | 10 |
| PROPOSAL NO. 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 11 |
| Proposal | 11 |
| Fees | 11 |
| Fees Category | 11 |
| Audit Committee | 12 |
| Required Stockholder Vote and Recommendation of Our Board of Directors | 12 |
| AUDIT COMMITTEE REPORT | 13 |
| PROPOSAL NO. 3 — PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF UP TO $6,600,000 OF THE COMPANY’S COMMON STOCK UPON THE CONVERSION OF SERIES B CONVERTIBLE PREFERRED STOCK ISSUED IN A PRIVATE PLACEMENT, WITHOUT GIVING EFFECT TO NASDAQ’S 19.99% EXCHANGE CAP. | 14 |
| Proposal | 14 |
| Background | 14 |
| Why We Need Shareholder Approval | 15 |
| Effect of Issuance of Additional Securities | 16 |
| Required Stockholder Vote and Recommendation of Our Board of Directors | 16 |
| PROPOSAL NO. 4 — ADJOURNMENT PROPOSAL | 17 |
| Proposal | 17 |
| Required Stockholder Vote and Recommendation of Our Board of Directors | 17 |
| DIRECTORS, OFFICERS AND KEY EMPLOYEES | 18 |
| CORPORATE GOVERNANCE | 19 |
| Code of Ethics | 19 |
| Involvement in Certain Legal Proceedings | 19 |
| Board Committees | 19 |
| Audit Committee | 19 |
| Compensation Committee | 20 |
| Nominating and Corporate Governance Committee | 21 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 21 |
| Board Diversity | 21 |
| EXECUTIVE COMPENSATION | 22 |
| Summary Compensation Table | 22 |
| Narrative Disclosure to Summary Compensation Table | 22 |
| Employment Agreements | 22 |
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 24 |
| DIRECTOR COMPENSATION | 24 |
| TRANSACTION WITH RELATED PERSONS | 25 |
| STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF BIOTRICITY INC. | 25 |
| HOUSEHOLDING OF MATERIALS | 26 |
| STOCKHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING | 26 |
| OTHER MATTERS | 27 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.