BIOTRICITY INC.
For the period ended Mar 31, 2026. Filed Jul 14, 2026.
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FY2026 · Filed Jul 14, 2026
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ITEM 11. EXECUTIVE COMPENSATION
The following table set forth certain information as to the compensation paid to the executive officers of the Company and iMedical, its predecessor, for the fiscal years ended March 31, 2026 and March 31, 2025.
| Name and Principal Position · Fiscal Year · Salary · Bonus · Stock Awards · Option/Warrant Awards(1) · Non-Equity Incentive Plan Compensation · All Other Compensation · Total | |||||||
|---|---|---|---|---|---|---|---|
| Waqaas Al-Siddiq | 2026 | $480,000 | $240,000 | $ | - | $12,000 | $732,000 |
| Chief Executive Officer | 2025 | $480,000 | $240,000 | $275,596 | $12,000 | $1,007,596 | |
| John Ayanoglou | 2026 | $300,000 | $250,000 | - | $12,000 | $562,000 | |
| Chief Financial Officer | 2025 | $300,000 | $250,000 | 176,023 | $12,000 | $738,023 | |
| (1) | For further disclosure, as well as assumptions made in such valuation, see Note 9 to our audited financial statements included in this Annual report on Form 10-K, commencing on page F-1. Amounts shown as Option awards for Waqaas al Siddiq are due to cancellation and reissuance of options. Amounts shown as option awards for Mr. Ayanoglou were granted as warrants, while he was not a member of the Company’s options plans. |
Outstanding Equity Awards at Fiscal Year-End
The following table provides information about the number of outstanding equity awards held by our named executive officers at March 31, 2026:
| Option Awards(1) | ||||||
|---|---|---|---|---|---|---|
| Name | Award Type | Grant Date | Number of securities underlying unexercised options or warrants exercisable | Number of securities underlying unexercised options or warrants exercisable | Option or Warrant exercise price ($) | Option or Warrant expiration date |
| Waqaas Al-Siddiq | Option | 7-25-24 | 250,000 | (1) | $1.20 | 7-25-34 |
| Waqaas Al-Siddiq | Option | 2-14-25 | 900,000 | (1,2) | $0.43 | 2-14-35 |
| John Ayanoglou | Warrant | 10-26-17 | 8,333 | (2,3) | $0.43 | 12-31-30 |
| John Ayanoglou | Warrant | 3-31-18 | 8,333 | (2,3) | $0.43 | 12-31-30 |
| John Ayanoglou | Warrant | 6-30-18 | 8,333 | (2,3) | $0.43 | 12-31-30 |
| John Ayanoglou | Warrant | 9-30-18 | 8,333 | (2,3) | $0.43 | 12-31-30 |
| John Ayanoglou | Warrant | 12-31-18 | 8,333 | (2,3) | $0.43 | 12-30-28 |
| John Ayanoglou | Warrant | 3-31-19 | 8,333 | (2,3) | $0.43 | 3-30-29 |
| John Ayanoglou | Warrant | 6-30-19 | 8,333 | (2,3) | $0.43 | 6-29-29 |
| John Ayanoglou | Warrant | 9-30-19 | 8,333 | (2,3) | $0.43 | 9-29-29 |
| John Ayanoglou | Warrant | 12-31-19 | 8,333 | (2,3) | $0.43 | 12-30-29 |
| John Ayanoglou | Warrant | 3-31-20 | 8,333 | (2,3) | $0.43 | 3-31-30 |
| John Ayanoglou | Warrant | 6-30-20 | 8,333 | (2,3) | $0.43 | 6-30-30 |
| John Ayanoglou | Warrant | 9-30-20 | 8,333 | (2,3) | $0.43 | 9-30-30 |
| John Ayanoglou | Warrant | 1-24-20 | 8,333 | (2,3) | $0.43 | 1-23-30 |
| John Ayanoglou | Warrant | 12-31-20 | 8,333 | (2,3) | $0.43 | 12-31-30 |
| John Ayanoglou | Warrant | 3-31-21 | 8,333 | (2,3) | $0.43 | 3-31-31 |
| John Ayanoglou | Warrant | 4-30-17 | 1,250 | (2,3) | $0.43 | 12-31-30 |
| John Ayanoglou | Warrant | 5-31-17 | 1,250 | (2,3) | $0.43 | 12-31-30 |
| John Ayanoglou | Warrant | 6-30-17 | 1,250 | (2,3) | $0.43 | 12-31-30 |
| John Ayanoglou | Warrant | 7-31-17 | 1,250 | (2,3) | $0.43 | 12-31-30 |
| John Ayanoglou | Warrant | 8-31-17 | 1,250 | (2,3) | $0.43 | 12-31-30 |
| John Ayanoglou | Warrant | 9-30-17 | 2,917 | (2,3) | $0.43 | 12-31-30 |
| John Ayanoglou | Warrant | 9-30-17 | 3,333 | (2,3) | $0.43 | 12-31-30 |
| John Ayanoglou | Warrant | 12-5-17 | 2,301 | (2,3) | $0.43 | 12-31-30 |
| John Ayanoglou | Warrant | 6-30-21 | 8,333 | (2,3) | $0.43 | 6-30-31 |
| John Ayanoglou | Warrant | 9-30-21 | 8,333 | (2,3) | $0.43 | 9-30-31 |
| John Ayanoglou | Warrant | 12-31-21 | 8,333 | (2,3) | $0.43 | 12-31-31 |
| John Ayanoglou | Warrant | 3-31-22 | 6,266 | (2,3) | $0.43 | 3-31-32 |
| John Ayanoglou | Warrant | 6-30-22 | 8,971 | (2,3) | $0.43 | 6-30-32 |
| John Ayanoglou | Warrant | 9-30-22 | 19,714 | (2,3) | $0.43 | 9-30-32 |
| John Ayanoglou | Warrant | 12-31-22 | 36,464 | (2,3) | $0.43 | 12-30-32 |
| John Ayanoglou | Warrant | 02-14-25 | 500,000 | (2) | $0.43 | 02-14-35 |
| (1) | Unless otherwise indicated, vesting of all options is subject to continued service on the applicable vesting date. |
| (2) | The respective options and warrants, as applicable, vested in full upon the date of grant. |
| (3) | The shares were repriced from original issuance date price to $0.43 on February 14, 2025. |
Employment Agreements
Waqaas Al-Siddiq
We entered into an employment agreement with Waqaas Al-Siddiq effective April 10, 2020, pursuant to which Mr. Al-Siddiq continues to serve as our Chief Executive Officer. The agreement has an initial term of one year and automatically renews for successive one-year periods unless either party provides at least 30 days’ prior written notice of non-renewal.
Under the agreement, Mr. Al-Siddiq is entitled to an annual base salary as determined by the Board of Directors. For the years ended March 31, 2026 and 2025, Mr. Al-Siddiq’s annual base salary was $480,000. In addition, he is eligible to receive an annual cash and/or equity bonus of up to 50% of his base salary, as determined by the Board of Directors.
If Mr. Al-Siddiq’s employment is terminated without cause or if he resigns for good reason (as defined in the employment agreement), he is entitled to receive severance equal to twelve months of base salary, payable in accordance with the terms of the agreement, together with any accrued but unused vacation benefits.
Mr. Al-Siddiq also participates in the Company’s equity incentive programs and may receive stock option or other equity awards from time to time. Information regarding outstanding equity awards is disclosed in Note 9 to the consolidated financial statements included in this Annual Report on Form 10-K.
The foregoing summary is qualified in its entirety by reference to the employment agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 13, 2020.
John Ayanoglou
In connection with his appointment as Chief Financial Officer effective October 27, 2017, the Company entered into an employment arrangement with Mr. Ayanoglou pursuant to which he is entitled to receive an annual base salary, subject to adjustment by the Board of Directors, and may be eligible for cash and/or equity incentive compensation.
For each of the calendar years 2022 through 2026, Mr. Ayanoglou’s annual base salary was $300,000.
In addition, Mr. Ayanoglou is eligible to receive warrants to purchase shares of the Company’s common stock. Such warrants are granted in quarterly installments and vest monthly on a pro rata basis over a twelve-month period. The warrants have a ten-year term and generally contain terms and conditions substantially consistent with equity awards granted under the Company’s 2016 and 2023 Equity Incentive Plans.
Information regarding Mr. Ayanoglou’s outstanding equity awards is disclosed in Note 9 to the consolidated financial statements included in this Annual Report on Form 10-K.
The foregoing summary is qualified in its entirety by reference to the underlying employment arrangements and equity award agreements.
Director Compensation
The following table sets forth a summary of the compensation for our non-employee directors during the fiscal years ended March 31, 2026 and March 31, 2025.
| Name · Year · Fees Earned or Paid in Cash · Stock Awards · Option Awards · Non-Equity Incentive Plan Compensation · Nonqualified Deferred Compensation Earnings · All Other Compensation · Total | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Ronald McClurg (1) | 2026 | $16,000 | - | - | - | - | - | $16,000 | |
| 2025 | $16,000 | - | 8,801 | - | - | - | $24,801 | ||
| David A. Rosa (2) | 2026 | $60,000 | - | - | - | - | - | $60,000 | |
| 2025 | $60,000 | 44,006 | $104,006 | ||||||
| Jainal Bhuiyan (3) | 2026 | $60,000 | - | - | - | - | - | $60,000 | |
| 2025 | $ | 44,006 | 44,006 | ||||||
| (1) | Mr. McClurg was appointed to the board on May 2, 2022. In addition to previous grants, on February 14, 2025, Mr. McClurg was awarded a grant of 25,000 options, that vested on grant, and have a 10-year term, and an exercise price of $0.43. |
| (2) | On February 14, 2025, in addition to previous grants, Mr. Rosa was awarded a grant of 125,000 options, that vested on grant, and have a 10-year term, and an exercise price of $0.43. |
| (3) | Mr. Bhuiyan was appointed to the board on August 15, 2024. On February 14, 2025, Mr. Bhuiyan was awarded a grant of 125,000 options, that vested on grant, and have a 10-year term, and an exercise price of $0.43. |
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