BIOTRICITY INC.
For the period ended Dec 31, 2025. Filed Feb 11, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2025 · Filed Feb 11, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-023361
Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-12-31; filed 2026-02-11.
0001493152-26-006211
Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 112 previous paragraphs and 112 current paragraphs.
75 unchanged; 36 reworded; 1 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Current report
For the nine months ended December 31, 2025, the net cash provided by financing activities was primarily due to a short term loan of $1.54 million, the proceeds of which were used to make a principal payment of $600 thousand towards the Term Loan; the Company used cash to redeem $200 thousand of Series B preferred stock.
Removed paragraphs (1)
Previous report
For the six months ended September 30, 2025, the net cash used by financing activities was primarily due to the proceeds from convertible promissory notes and short-term loan of $0.7 million, which is offset off by the payment of $0.6 million of term loan and redemption of preferred shares of $0.2 million.
Reworded paragraphs (36)
Previous wording
The following table sets forth our results of operations for the six months ended September 30, 2025, and 2024.
Current wording
The following table sets forth our results of operations for the nine months ended December 31, 2025, and 2024.
Previous wording
This is the second consecutive quarter that Company has reported positive profit from operations, before deducting various costs of capital such as interest and dividends.
Current wording
This is the third consecutive quarter that Company has reported positive profit from operations, before deducting various costs of capital such as interest and dividends.
Previous wording
Net loss before dividends for the six months ended September 30, 2025, demonstrate year-over-year revenue growth and improvements in key operating metrics. Specifically, our recurring technology fees, device sales, and gross margins all demonstrated positive growth while maintaining cost control through management’s efforts to ensure cost reduction and expense management in order to make progress on its plan to achieve positive cash flow and profitability.
Current wording
Net loss before dividends for the nine months ended December 31, 2025, demonstrate year-over-year revenue growth and improvements in key operating metrics. Specifically, our recurring technology fees, device sales, and gross margins all demonstrated positive growth while maintaining cost control through management’s efforts to ensure cost reduction and expense management in order to make progress on its plan to achieve positive cash flow and profitability.
Previous wording
The Company earned combined device sales and technology fee income of $7.8 million during the six months ended September 30, 2025 – 20% growth in revenue over the $6.5 million earned in the prior year comparable quarter.
Current wording
The Company earned combined device sales and technology fee income of $11.7 million during the nine months ended December 31, 2025 – 16.5% growth in revenue over the $10.1 million earned in the prior year comparable quarter.
Previous wording
Technology fee revenue increased to $6.9 million during the six months ended September 30, 2025, which is a 13.2% increase over the corresponding six-month period of the prior year. The majority of this revenue is recurring, and its growth can be attributed to strong customer retention that is supported by the quality of customer and cardiologist-friendly support services that emphasize accuracy of diagnostics and ease-of-use. Device sales comprised 11.3% of our total revenue, or $877 thousand for the six-month period ended September 30, 2025. Gross profit percentage was 81.2% for the six months ended September 30, 2025, compared to 74.6% in the corresponding prior year quarter. This increase in gross margin is a result of improved margins on technology fee revenue as well as significantly improved margin on device sales. Given consistent gross margin on technology fees of approximately 81.8%, and efficiencies gained in using AI in data processing as well as an evolving revenue mix where we expect technology fees to comprise an increasing proportion of revenue, we anticipate continued improvement in overall blended gross margin over time. Technology fees comprised 88.7% of total revenue for the six-month period ended September 30, 2025.
Current wording
Technology fee revenue increased to $10.5 million during the nine months ended December 31, 2025, which is an 11% increase over the corresponding nine-month period of the prior year. The majority of this revenue is recurring, and its growth can be attributed to strong customer retention that is supported by the quality of customer and cardiologist-friendly support services that emphasize accuracy of diagnostics and ease-of-use. Device sales comprised 10.5% of our total revenue, or $1.2 million for the nine-month period ended December 31, 2025. Gross profit percentage was 81.3% for the nine months ended December 31, 2025, compared to 75.2% in the corresponding prior year quarter. This increase in gross margin is a result of improved margins on technology fee revenue as well as significantly improved margin on device sales. Given consistent gross margin on technology fees of approximately 82.1%, and efficiencies gained in using AI in data processing as well as an evolving revenue mix where we expect technology fees to comprise an increasing proportion of revenue, we anticipate continued improvement in overall blended gross margin over time. Technology fees comprised 89.5% of total revenue for the nine-month period ended December 31, 2025.
Previous wording
Total operating expenses for the six months ended September 30, 2025, were $5.7 million as compared to $6.2 million for the six months ended September 30, 2024. See further explanations below.
Current wording
Total operating expenses for the nine months ended December 31, 2025, were $8.5 million as compared to $9.2 million for the nine months ended December 31, 2024. See further explanations below.
Previous wording
Our selling, general and administrative expenses for the six months ended September 30, 2025 was $4.4 million, compared to approximately $5.2 million during the six months ended September 30, 2024 – a 15% reduction. The reduction was a result of increased monitoring of spending efficiency over our fixed general and administrative expenses in the current period.
Current wording
Our selling, general and administrative expenses for the nine months ended December 31, 2025 was $6.6 million, compared to approximately $7.6 million during the nine months ended December 31, 2024 – a 12.7% reduction. The reduction was a result of increased monitoring of spending efficiency over our fixed general and administrative expenses in the current period.
Previous wording
For the six months ended September 30, 2025 we recorded research and development expenses of $1.3 million, compared to $1 million for the six months ended September 30, 2024. The research and development activity related to both existing and new products. The increase in research and development activity was a result of the timing of activities associated with the development of new technologies for our ecosystem and product enhancements.
Current wording
For the nine months ended December 31, 2025 we recorded research and development expenses of $1.9 million, compared to $1.6 million for the nine months ended December 31, 2024. The research and development activity related to both existing and new products. The increase in research and development activity was a result of the timing of activities associated with the development of new technologies for our ecosystem and product enhancements.
Previous wording
For the six months ended September 30, 2025 and 2024, we incurred interest expenses of $1.7 million and $1.5 million, respectively. The increase in interest expense during the current period was the result of an increase in borrowings when compared to the prior year period.
Current wording
For the nine months ended December 31, 2025 and 2024, we incurred interest expenses of $2.5 million and $2.4 million, respectively. The increase in interest expense during the current period was the result of an increase in borrowings when compared to the prior year period.
Previous wording
For the six months ended September 30, 2025 and 2024, we incurred accretion expenses of $0.36 million and $1.5 million, respectively. The expense for the quarter decreased due to full amortization of Convertible Notes Series C.
Current wording
For the nine months ended December 31, 2025 and 2024, we incurred accretion expenses of $0.5 million and $1.8 million, respectively. The expense for the period decreased due to full amortization of Convertible Notes Series C.
Previous wording
For the six months ended September 30, 2025 and 2024, we recognized a loss of $34 thousand versus a loss of $501 thousand, respectively, related to the change in fair value of derivative liabilities. The fair value changes were largely attributed to the underlying change in our mezzanine equity, convertible notes and equity fair value.
Current wording
For the nine months ended December 31, 2025 and 2024, we recognized a loss of $168 thousand versus a gain of $468 thousand, respectively, related to the change in fair value of derivative liabilities. The fair value changes were largely attributed to the underlying change in our mezzanine equity, convertible notes and equity fair value.
Previous wording
Loss upon convertible promissory notes conversion
Current wording
Gain (loss) upon convertible promissory notes conversion
Previous wording
During the six months ended September 30, 2025 and 2024, we recorded a gain of $8 thousand versus a loss of $132 thousand, respectively, related to the redemption and conversion of our convertible promissory notes. The change of gain or loss upon conversion upon convertible notes conversion was largely the result of increased volumes of conversions in the current period as compared to comparable period in the prior year.
Current wording
During the nine months ended December 31, 2025 and 2024, we recorded a gain of $20 thousand versus a loss of $150 thousand, respectively, related to the redemption and conversion of our convertible promissory notes. The change of gain or loss upon conversion upon convertible notes conversion was largely the result of increased volumes of conversions in the current period as compared to comparable period in the prior year.
Previous wording
During the six months ended September 30, 2025, we recognized $173 thousand in net other income, which consisted of processing fees and late payment charges. During the six months ended September 30, 2024, we recognized $193 thousand in net other expense attributed to financing component provisions contained in our revenue contracts.
Current wording
During the nine months ended December 31, 2025, we recognized $134 thousand in net other income, which consisted of processing fees and late payment charges. During the nine months ended December 31, 2024, we recognized $128 thousand in other expense, which consisted of loss on debt extinguishment, income from late payment charges, as well as the financing component contained in our revenue contracts.
Previous wording
The Company earned combined device sales and technology fee income of $3.9 million during the three months ended September 30, 2025 – 19% growth in revenue over the $3.3 million earned in the prior year comparable quarter.
Current wording
The Company earned combined device sales and technology fee income of $4 million during the three months ended December 31, 2025 – 10.2% growth in revenue over the $3.6 million earned in the prior year comparable quarter.
Previous wording
Technology fee revenue increased to $3.5 million during the three months ended September 30, 2025, which is a 14.6% increase over the corresponding three-month period of the prior year. The majority of this revenue is recurring, and its growth can be attributed to strong customer retention that is supported by the quality of customer and cardiologist-friendly support services that emphasize accuracy of diagnostics and ease-of-use. Device sales comprised 9.6% of our total revenue, or $877 thousand for the three-month period ended September 30, 2025. Gross profit percentage was 81.9% for the three months ended September 30, 2025, compared to 75.3% in the corresponding prior year quarter. This increase in gross margin is a result of improved margins on technology fee revenue as well as significantly improved margin on device sales. Given strong gross margin on technology fees of approximately 82.3%, and efficiencies gained in using AI in data processing as well as an evolving revenue mix where we expect technology fees to comprise an increasing proportion of revenue, we anticipate continued improvement in overall blended gross margin over time. Technology fees comprised 90.4% of total revenue for the three-month period ended September 30, 2025.
Current wording
Technology fee revenue increased to $3.63 million during the three months ended December 31, 2025, which is a 7.4% increase over the corresponding three-month period of the prior year. The majority of this revenue is recurring, and its growth can be attributed to strong customer retention that is supported by the quality of customer and cardiologist-friendly support services that emphasize accuracy of diagnostics and ease-of-use. Device sales comprised 8.8% of our total revenue, or $351 thousand for the three-month period ended December 31, 2025. Gross profit percentage was 81.5% for the three months ended December 31, 2025, compared to 76.4 % in the corresponding prior year quarter. This increase in gross margin is a result of improved margins on technology fee revenue as well as significantly improved margin on device sales. Given strong gross margin on technology fees of approximately 82.8%, and efficiencies gained in using AI in data processing as well as an evolving revenue mix where we expect technology fees to comprise an increasing proportion of revenue, we anticipate continued improvement in overall blended gross margin over time. Technology fees comprised 91.2% of total revenue for the three-month period ended December 31, 2025.
Previous wording
Total operating expenses for the three months ended September 30, 2025, were $2.9 million compared to $2.8 million for the three months ended September 30, 2024. See further explanations below.
Current wording
Total operating expenses for the three months ended December 31, 2025, were $2.8 million compared to $2.93 million for the three months ended December 31, 2024. See further explanations below.
Previous wording
Our selling, general and administrative expenses for the three months ended September 30, 2025, was $2.3 million, compared to approximately $2.2 million during the three months ended September 30, 2024 – a 2.5% increment. The increase was mainly driven by the increase in sales commissions due to higher revenue.
Current wording
Our selling, general and administrative expenses for the three months ended December 31, 2025, was $2.2 million, compared to approximately $2.4 million during the three months ended December 31, 2024 – a 8.2% reduction. The reduction was a result of increased monitoring of spending efficiency over our fixed general and administrative expenses in the current period.
Previous wording
For the three months ended September 30, 2025, we recorded research and development expenses of $0.6 million, compared to $0.5 million for the three months ended September 30, 2024. The research and development activity related to both existing and new products. The increase in research and development activity was a result of the timing of activities associated with the development of new technologies for our ecosystem and product enhancements.
Current wording
For the three months ended December 31, 2025, we recorded research and development expenses of $0.62 million, compared to $0.6 million for the three months ended December 31, 2024. The research and development activity related to both existing and new products. The increase in research and development activity was a result of the timing of activities associated with the development of new technologies for our ecosystem and product enhancements.
Previous wording
For the three months ended September 30, 2025, and 2024, we incurred interest expenses of $0.86 and $0.8 million, respectively. The increase in interest expense during the current period was the result of an increase in borrowings compared to the prior year period.
Current wording
For the three months ended December 31, 2025, and 2024, we incurred interest expenses of $0.8 million and $0.85 million, respectively. The decrease in interest expense during the current period was the result of the decrease in borrowings compared to the prior year period.
Previous wording
For the three months ended September 30, 2025, and 2024, we recognized a loss of $9 thousand versus a loss of $194 thousand, respectively, related to the change in fair value of derivative liabilities. The fair value changes were largely attributed to the underlying change in our mezzanine equity, convertible notes and equity fair value.
Current wording
For the three months ended December 31, 2025, and 2024, we recognized a loss of $134 thousand versus a gain of $32 thousand, respectively, related to the change in fair value of derivative liabilities. The fair value changes were largely attributed to the underlying change in our mezzanine equity, convertible notes and equity fair value.
Previous wording
Loss upon convertible promissory notes conversion
Current wording
Gain (loss) upon convertible promissory notes conversion
Previous wording
During the three months ended September 30, 2025, and 2024, we recorded a gain of $Nil versus a loss of $5 thousand, respectively, related to the redemption and conversion of our convertible promissory notes.
Current wording
During the three months ended December 31, 2025, and 2024, we recorded a gain of $11 thousand versus a loss of $17 thousand, respectively, related to the redemption and conversion of our convertible promissory notes.
Previous wording
During the three months ended September 30, 2025, we recognized $107 thousand in net other income/expense, which consisted of loss on debt extinguishment, income from late payment charges, as well as income attributed to the financing component provisions contained in our revenue contracts. During the three months ended September 30, 2024, we recognized $36 thousand in net other expense attributed to non-operating costs from note modifications, transaction expense on the Series B preferred share issuance, and the financing component provisions contained in our revenue contracts.
Current wording
During the three months ended December 31, 2025, we recognized $39 thousand in net other expense, which consisted of loss on debt extinguishment, income from late payment charges, as well as income attributed to the financing component provisions contained in our revenue contracts. During the three months ended December 31, 2024, we recognized $65 thousand in net other expense attributed to non-operating costs from note modifications, transaction expense on the Series B preferred share issuance, and the financing component provisions contained in our revenue contracts.
Previous wording
The Company has reported positive EBITDA for the second consecutive quarter. The Company reported EBITDA of $0.7 million for the six months ended September 30, 2025, compared to negative $2.3 million in the corresponding period of the prior year.
Current wording
The Company has reported positive EBITDA for the third consecutive quarter. The Company reported EBITDA of approximately $1 million for the nine months ended December 31, 2025, compared to negative $2.3 million in the corresponding period of the prior year.
Previous wording
Management considers the EBITDA and adjusted EBITDA measures for the six month period ended September 30, 2025, which improved by 131.4% and 144%, respectively, when compared to the corresponding prior year period, to be indicators of the Company’s progress towards breakeven profitability as well as improvement towards operating cash-flow break-even.
Current wording
Management considers the EBITDA and adjusted EBITDA measures for the three and nine month period ended December 31, 2025, which improved by 491% and 144%, respectively, when compared to the corresponding prior year period, to be indicators of the Company’s progress towards breakeven profitability as well as improvement towards operating cash-flow break-even.
Previous wording
Translation adjustment was a gain of $9 thousand versus a loss of $129 thousand for the three months ended September 30, 2025 and 2024, respectively. This translation adjustment represents gains and losses that result from the translation of currency in the financial statements from our functional currency of Canadian dollars to the reporting currency in U.S. dollars over the course of the reporting period.
Current wording
Translation adjustment was a loss of 15 thousand versus a loss of $77 thousand for the three months ended December 31, 2025 and 2024, respectively. This translation adjustment represents gains and losses that result from the translation of currency in the financial statements from our functional currency of Canadian dollars to the reporting currency in U.S. dollars over the course of the reporting period.
Previous wording
The Company is in the early stages of commercializing its products. It is concurrently in development mode, operating a research and development program in order to develop an ecosystem of medical technologies, and, where required or deemed advisable, obtain regulatory approvals for, and commercialize other proposed products. The Company launched its first commercial sales program as part of a limited market release, during the year ended March 31, 2019, using an experienced professional in-house sales team. A full market release ensued during the year ended March 31, 2020. Management anticipates the Company will continue on its revenue growth trajectory and improve its liquidity through continued business development and after additional equity and debt capitalization of the Company. The Company has incurred recurring losses from operations, and as at March 31, 2025, has an accumulated deficit of $139 million (2024: $128 million), the Company has a working capital deficit of $16 million (2024: $18 million).
Current wording
The Company is in the early stages of commercializing its products. It is concurrently in development mode, operating a research and development program in order to develop an ecosystem of medical technologies, and, where required or deemed advisable, obtain regulatory approvals for, and commercialize other proposed products. The Company launched its first commercial sales program as part of a limited market release, during the year ended March 31, 2019, using an experienced professional in-house sales team. A full market release ensued during the year ended March 31, 2020. Management anticipates the Company will continue on its revenue growth trajectory and improve its liquidity through continued business development and additional equity and debt capitalization of the Company. The Company has incurred recurring losses from operations, and as at March 31, 2025, has an accumulated deficit of $139 million (2024: $128 million), the Company has a working capital deficit of $16 million (2024: $18 million).
Previous wording
During the year ended March 31, 2025, the Company issued $1,985,000 in unsecured convertible promissory notes to private investors; $100,000 of the notes mature on their six-month anniversary of issuance and bear interest of 20%; $710,000 of the notes mature on their twenty four-month anniversary of issuance and bear interest of 10%; and $1,175,000 of the notes mature on their eighteen-month anniversary of issuance and bear not interest; all of the notes have conversion features that require the mutual consent of the investor 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.
Current wording
During the year ended March 31, 2025, the Company issued $1,985,000 in unsecured convertible promissory notes to private investors; $100,000 of the notes mature on their six-month anniversary of issuance and bear interest of 20%; $710,000 of the notes mature on their twenty four-month anniversary of issuance and bear interest of 10%; and $1,175,000 of the notes mature on their eighteen-month anniversary of issuance and bear no interest; all of the notes have conversion features that require the mutual consent of the investor 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.
Previous wording
On September 30, 2025, we had cash deposits in the aggregate of approximately $0.3 million.
Current wording
On December 31, 2025, we had cash deposits in the aggregate of approximately $256 thousand.
Previous wording
This is the fifth consecutive three-month period in which the Company has reported positive Free Cash Flow, which is defined as the operating cash flow generated by the Company that is available to pay for dividend and interest obligations. Free Cash Flow is a non-generally accepted accounting principle (“non-GAAP”) measure that represents the cash that the Company generates from its operations after deducting cash used on operating expenses and any capital asset spending. Unlike other accounting measures such as earnings or net income, this measure of profitability excludes non-cash expenses, but includes spending on capital assets and changes in working capital on the Company’s Balance Sheet. This is a key measure that management and investors use to evaluate progress towards Company profitability.
Current wording
The Company has consistently reported positive Free Cash Flows for last six quarters, which is defined as the operating cash flow generated by the Company that is available to pay for dividend and interest obligations. Free Cash Flow is a non-generally accepted accounting principle (“non-GAAP”) measure that represents the cash that the Company generates from its operations after deducting cash used on operating expenses and any capital asset spending. Unlike other accounting measures such as earnings or net income, this measure of profitability excludes non-cash expenses, but includes spending on capital assets and changes in working capital on the Company’s Balance Sheet. This is a key measure that management and investors use to evaluate progress towards Company profitability.
Previous wording
During the six months ended September 30, 2025, we generated cash in operating activities of $42 thousand. compared to $1.9 million cash used for the corresponding prior year period. The cash in operating activities was primarily due to selling expenses as well as research, product development, business development, marketing and general operations. The decrease in cash used reflects management’s concerted effort to contain costs while increasing revenues.
Current wording
During the nine months ended December 31, 2025, we used cash in operating activities of $698 thousand. compared to $1.98 million cash used for the corresponding prior year period. The cash in operating activities was primarily due to selling expenses as well as research, product development, business development, marketing and general operations. The decrease in cash used reflects management’s concerted effort to contain costs while increasing revenues.
Previous wording
Net cash used in investing activities was Nil and Nil during the six months ended September 30, 2025 and 2024.
Current wording
Net cash used in investing activities was Nil and Nil during the nine months ended December 31, 2025 and 2024.
Previous wording
Net cash used in financing activities was $72 thousand compared to net cash provided of $1.3 million during the six months ended September 30, 2025 and 2024, respectively.
Current wording
Net cash provided in financing activities was $649 thousand compared to net cash provided of $1.76 million during the nine months ended December 31, 2025 and 2024, respectively.
Previous wording
For the six months ended September 30, 2024, the net cash provided by financing activities was primarily due to the issuance of Series B preferred stock of $1.7 million.
Current wording
For the nine months ended December 31, 2024, the net cash provided by financing activities was primarily due to the issuance of Series B preferred stock of $1.7 million.
Previous wording
During the six months ended September 30, 2025, there were no material changes to our critical accounting estimates disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Form 10-K/A filed on July 18, 2025.
Current wording
During the nine months ended December 31, 2025, there were no material changes to our critical accounting estimates disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2025 Form 10-K/A filed on July 18, 2025.