8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT PURSUANT

TO

SECTION 13 OR 15(D) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 2, 2022

BIOTRICITY

INC.

(Exact name of registrant as specified in its charter)

275Shoreline Drive, Suite 150

RedwoodCity**, California**

94065

(Address of Principal Executive Offices)

(650)832-1626

**(**Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

On May 2, Stephen Salmon a member of the Board of Directors of Biotricity Inc. (the “Company”) and the Company’s Compensation Committee, resigned from the Company’s Board of Directors effective May 2, 2022. Mr. Salmon did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.

On May 4, 2022, the Board of Directors of the Company appointed Ronald McClurg to the Board of Directors to fill the vacancy created by Mr. Salmon’s resignation. There are no arrangements or understandings between Mr. McClurg and any other persons pursuant to which he was selected as a director, Mr. McClurg will receive compensation as a non-employee director in accordance with the company’s non-employee director compensation practice. Mr. McClurg has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. McClurg has not yet been appointed to any committees of the board.

Mr. McClurg is a senior financial executive with experience leading the finance, administrative and IT functions in private and public companies. From 2003 to 2019 , Mr. McClurg was the Vice President, Finance & Administration and Chief Financial Officer for Incisive Surgical, Inc. Since 2020 Mr. McClurg has been a consultant.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 5, 2022