BIOTRICITY INC.
For the period ended Mar 31, 2025. Filed Jul 15, 2025.
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FY2025 · Filed Jul 15, 2025
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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, 2025 and March 31, 2024.
| 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 | 2025 | $480,000 | $240,000 | $ | $12,000 | $732,000 | |
| Chief Executive Officer | 2024 | $480,000 | $240,000 | $522,153 | $12,000 | $1,254,153 | |
| John Ayanoglou | 2025 | $300,000 | $250,000 | 176,023 | $12,000 | $738,023 | |
| Chief Financial Officer | 2024 | $300,000 | $250,000 | $ | $12,000 | $562,000 | |
| (1) | For assumptions made in such valuation, see Note 7 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 Mr. Ayanoglou were granted as warrants, while he was not a member of the Company’s options program. On June 21, 2024, Mr. Ayanoglou was awarded a grant of 21,585 warrants that vested on grant, and have a 10-year term, and an exercise price of $1.48. |
Outstanding Equity Awards at Fiscal Year-End
The following table provides information about the number of outstanding equity awards held by our named executive officers at March 31, 2025:
| Option Awards(1) | ||||||
|---|---|---|---|---|---|---|
| Name | Award Type | Grant Date | Number of securities underlying unexercised options or warrants exercisable | Number of securities underlying unexercised options or warrants exercisable | Option or Warrant exercise price ($) | Option or Warrant expiration date |
| Waqaas Al-Siddiq | Option | 2-14-25 | 900,000 | (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 and warrants is subject to continued service on the applicable vesting date. |
| (2) | The shares subject to the options/warrants, as applicable, vested in full upon the date of grant. |
| (3) | The shares repriced from original issuance date price to $0.43 on 02-14-25. |
Employment Agreements
Waqaas Al-Siddiq
We entered into an employment agreement with Mr. Al-Siddiq dated as of April 10, 2020. Pursuant to the Employment Agreement, Mr. Al-Siddiq (“Executive”) will continue to serve as the Corporation’s Chief Executive Officer. The term of the Employment Agreement is for 12 months unless it is earlier terminated pursuant to its terms and it shall be automatically renewed for successive one year periods until the Executive or the Company delivers to the other party a written notice of their intent not to renew the employment term at least 30 days prior to the expiration of the then effective employment term. During the term of the Employment Agreement, Executive salary was initially $390,000, subject to any increase approved by the Company’s board. For the years ended March 31, 2024 and 2025, Mr. Al-Sidddiq’s salary was $480,000 and $480,000 per annum. Under the Employment Agreement, the Executive is eligible to earn a cash and/or equity bonus of up to 50% of his then annual salary. In the event that the Executive is terminated without just cause or terminates for good reason (as these terms are defined in the Employment Agreement), the Executive will be entitled to a severance payment equal to 12 months of salary paid on a monthly basis and accrued but unused vacation. Mr. Al-Siddiq is also compensated through period, approved option grants.
This summary is qualified in all respects by the actual terms of the employment agreement, which was filed as Exhibit 10.1 to our current report on Form 8-K on April 13, 2020.
John Ayanoglou
In connection with Mr. Ayanoglou’s official appointment as Chief Financial Officer effective as of October 27, 2017, the Company agreed to pay Mr. Ayanoglou an initial base salary of $200,000, subject to approved increases and an approved cash or equity bonus. Mr. Ayanoglou’s base salary for calendar year 2022, 2023, 2024 and 2025 was set at $300,000 and $300,000. In addition, the Company agreed to grant Mr. Ayanoglou warrants to purchase 33,333 shares (200,000 shares on a pre-reverse-split basis) of the Company’s common stock, during each year of his tenure, granted in equal quarterly installments starting with the first fiscal quarter of employment. The warrants vest monthly on a pro-rata basis over a period of 12 months, with the same 10-year term and the same rights and protections as executive options awarded under the Company’s 2016 Equity Incentive Plan.
Director Compensation
The following table sets forth a summary of the compensation for our non-employee directors during the fiscal years ended March 31, 2025 and March 31, 2024.
| 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) | 2025 | $16,000 | 8,801 | $24,801 | |||||
| 2024 | $16,000 | - | 16,617 | - | - | - | $32,617 | ||
| David A. Rosa (2) | 2025 | $60,000 | 44,006 | $104,006 | |||||
| 2024 | $60,000 | - | $60,000 | ||||||
| Jainal Bhuiyan (3) | 2025 | $ | 44,006 | 44,006 | |||||
| 2024 · $ · - | |||||||||
| (1) | Mr. McClurg was appointed to the board on May 2, 2022. On February 14,2025, Mr. McClurg was awarded a grant of 25000 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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