8-K - BTCY - Equibles

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): August 15, 2022

BIOTRICITY

INC.

(Exact name of registrant as specified in its charter)

Nevada	001-40761	30-0983531
(State or Other Jurisdiction of<br><br> <br>Incorporation or Organization)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)

203Redwood Parkway, Suite 600Redwood City, 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):

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Stock, par value $0.001 per share	BTCY	The<br> NASDAQ Stock Market LLC

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. ☐

Item 2.02 Results of Operations and Financial Condition

On August 15, 2022, Biotricity, Inc. (the “Company”) issued a press release reporting certain unaudited financial results for its fiscal 2023 first quarter ended June 30, 2022. The full text of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Pursuant to General Instruction B.2. to Form 8-K, the information set forth in this Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall any of them be incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The exhibit listed in the following Exhibit Index is furnished as part of this Current Report on Form 8-K:

Exhibit Number	Description
99.1	Press Release dated August 15, 2022
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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: August 16, 2022

BIOTRICITY<br> INC.
By:	/s/ John Ayanoglou
	John<br> Ayanoglou
	Chief<br> Financial Officer

Exhibit99.1

BiotricityReports Financial Results for Fiscal 2023 First Quarter

REDWOODCITY, CA / ACCESSWIRE / August 15, 2022 / Biotricity Inc. (NASDAQ:BTCY) (“Biotricity” or the “Company”), a medical diagnostic and consumer healthcare technology company, today announced its financial results for its fiscal 2023 first quarter ended June 30, 2022.

Dr. Waqaas Al-Siddiq, Founder & CEO of Biotricity, commented, “We are pleased with our year-over-year revenue growth and ability to maintain gross margins at 60% as we begin to roll out our new Biotres and Bioheart products lines through our established network. Both new product offerings will complement the existing platform we have built through Bioflux to make the Biotricity ecosystem an all-in-one go-to solution for cardiologists. Additionally, because Biotres is a higher volume wireless wearable cardiac monitoring device as compared to Bioflux, we expect to expand our distribution to include channels such as Hospital Networks or Integrated Delivery Networks.”

Q1-FY23Financial Highlights:

●	Revenue<br> totaled $2.1 million.
●	Gross<br> profit totaled $1.2 million.
●	Gross<br> profit margins were 60% and consistent with the full year FY22.
●	Net<br> loss totaled $5 million or $0.098 per share; adjusted loss per share, a non- GAAP measure, was $0.085 per share after removing certain<br> non-recurring expenses.

OperatingHighlights for the FY22 to Date:

●	After<br> receiving FDA 510(k) clearance in January 2022, in April 2022, Biotricity officially launched<br> wireless wearable holter patch device, Biotres, a revolutionary holter technology.
●	Unveiled<br> Biokit, a personal medical device kit for integration into the Biotricity ecosystem.
●	Launched<br> Bioheart, one of the first heart rhythm recorders and personal heart lifestyle solutions.
●	Expanded<br> our network to cover 29 states with over 2,000 physicians using our product.

Full details of the Company’s financial results will be filed with the SEC on Form 10-Q by visiting www.sec.gov.

FinancialResults Conference Call

Management will host a conference call on Monday, August 15, 2022 at 4:30 p.m. ET to discuss its financial results for the fiscal 2023 first quarter and provide a business update. Additional details are available under the Investor Relations section of the Company’s website: https://www.biotricity.com/investors/

Event:	Biotricity<br> Fiscal First Quarter 2023 Financial Results Conference Call
Date:	Monday,<br> August 15, 2022
Time:	4:30<br> p.m. Eastern Time
Live Call:	1-888-220-8451<br> (U.S. Toll-Free) or 1-646-828-8193 (International)
Webcast:	https://viavid.webcasts.com/starthere.jsp?ei=1561778&tp_key=c6d6c779d3

For interested individuals unable to join the conference call, a dial-in replay of the call will be available until August 29, 2022 and can be accessed by dialing +1-844-512-2921 (U.S. Toll Free) or +1-412-317-6671 (International) and entering replay pin number: 2688378.

AboutBiotricity:

Biotricity is reforming the healthcare market by bridging the gap in remote monitoring and chronic care management. Doctors and patients trust Biotricity’s unparalleled standard for preventive & personal care, including diagnostic and post-diagnostic solutions for chronic conditions. The company develops comprehensive remote health monitoring solutions for the medical and consumer markets. To learn more, visit www.biotricity.com.

ImportantCautions Regarding Forward Looking Statements:

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “should,” “would,” “will,” “could,” “scheduled,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” “seek,” “project,” or “goal” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements may include, without limitation, statements regarding (i) the plans, objectives and goals of management for future operations, including plans, objectives or goals relating to the design, development and commercialization of Bioflux or any of the Company’s other proposed products or services, (ii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iii) the Company’s future financial performance, (iv) the regulatory regime in which the Company operates or intends to operate and (v) the assumptions underlying or relating to any statement described in points (i), (ii), (iii) or (iv) above. Such forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon the Company’s current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which the Company has no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, the Company’s inability to obtain additional financing, the significant length of time and resources associated with the development of its products and related insufficient cash flows and resulting illiquidity, the Company’s inability to expand the Company’s business, significant government regulation of medical devices and the healthcare industry, lack of product diversification, existing or increased competition, results of arbitration and litigation, stock volatility and illiquidity, and the Company’s failure to implement the Company’s business plans or strategies. These and other factors are identified and described in more detail in the Company’s filings with the SEC. There cannot be any assurance that the Company will ever become profitable. The Company assumes no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release.

Useof Non-GAAP Information

In addition to the unaudited results presented in accordance with generally accepted accounting principles, or GAAP in this press release, Biotricity presents adjusted net loss, which is a non-GAAP financial measure. Adjusted net loss is determined by deducting one-time derivative fair value and accretion expenses from net loss attributable to common shareholders. Our definition of adjusted net loss may not be comparable to the definitions of similarly titled measures used by other companies. We believe that this non-GAAP financial measure, viewed in addition to and not in lieu of its reported GAAP results, provides useful information to investors by providing a more focused measure of operating results. This metric is used as part of the Company’s internal reporting to evaluate its operations and the performance of senior management.

The following reconciliation calculates the adjusted loss per share:

	3 months ended June 30,<br> 2022

Net loss attributable to common stockholders		)
Add:
Provision for income taxes
Interest expense
Depreciation expense
EBITDA		)
Add (Less)
Other (income) expense related to convertible note conversion
Fair value change on derivative liabilities
Adjusted EBITDA		)
Weighted average number of common shares outstanding
Adjusted Loss per Share, Basic and Diluted		)

All values are in US Dollars.

Contacts:

InvestorRelations:

KCSA Strategic Communications

Valter Pinto or Jack Perkins

(212) 896-1254

investors@biotricity.com

MediaRelations:

Erica Fiorini, Russo Partners

(212) 845-4253

Erica.Fiorini@russopartnersllc.com

BIOTRICITYINC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS AT JUNE 30, 2022 (unaudited) AND MARCH 31, 2022 (audited)

(Expressed in US Dollars)



CURRENT ASSETS
Cash	7,207,974	12,066,929
Accounts receivable, net	1,826,920	2,006,678
Inventory	1,431,054	842,924
Deposits and other receivables	380,592	406,280
Total current assets	10,846,540	15,322,811
Deposits	85,000	85,000
Long-term accounts receivable	-	-
Property and equipment	25,970	27,459
Operating right-of-use lease asset [Note 10]	1,192,169	1,242,700
TOTAL ASSETS	12,149,679	16,677,970
CURRENT LIABILITIES
Accounts payable and accrued liabilities [Note 4]	2,701,077	2,595,747
Convertible promissory notes and short term loans [Note 5]	1,238,000	1,540,000
Derivative liabilities [Note 8]	419,332	520,747
Operating lease liability [Note 10]	219,033	210,320
Total current liabilities	4,577,442	4,866,814
Federally guaranteed loans [Note 7]	870,800	870,800
Term loan [Note 6]	11,662,742	11,612,672
Derivative liabilities [Note 8]	537,318	352,402
Operating lease liability [Note 10]	1,061,795	1,120,018
TOTAL LIABILITIES	18,710,097	18,822,706
STOCKHOLDERS’ EQUITY (DEFICIENCY)
Preferred stock, 0.001 par value, 10,000,000 authorized as at June 30, 2022 and March 31, 2022, respectively, 1 share issued and outstanding as at June 30, 2022 and March 31, 2022, respectively [Note 9]	1	1
Preferred stock, 0.001 par value, 20,000 authorized as at June 30, 2022 and March 31, 2022, respectively, 6,872 and 7,201 preferred shares issued and outstanding as at June 30, 2022 and as at March 31, 2022, respectively [Note 9]	8	7
Preferred stock	1	1
Common stock, 0.001 par value, 125,000,000 authorized as at June 30, 2022 and March 31, 2022, respectively. Issued and outstanding common shares: 50,219,034 and 49,810,322 as at June 30, 2022 and March 31, 2022, respectively, and exchangeable shares of 1,466,718 and 1,466,718 outstanding as at June 30, 2022 and March 31, 2022, respectively [Note 9]	51,685	51,277
Shares to be issued 95,515 and 123,817 shares of common stock as at June 30, 2022 and March 31, 2022, respectively) [Note 9]	72,299	102,299
Additional paid-in-capital	91,912,772	91,507,478
Accumulated other comprehensive loss	(535,653	(768,656
Accumulated deficit	(98,061,531	(93,037,142
Total stockholders’ equity (deficiency)	(6,560,418	(2,144,736
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	12,149,679	16,677,970

All values are in US Dollars.

BIOTRICITYINC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED JUNE 31, 2022 AND 2021 (unaudited)

(Expressed in US Dollars)



REVENUE	2,056,052	1,764,110
Cost of Revenue	830,923	525,426
GROSS PROFIT	1,225,129	1,238,684
EXPENSES
General and administrative expenses [Notes 8, 9 and 10]	4,881,003	3,652,203
Research and development expenses	821,176	588,997
TOTAL OPERATING EXPENSES	5,702,179	4,241,200
Other (income)/expense [Note 8] [Note 9]	-	(8,782
Loss upon convertible promissory notes conversion	50,908	28,215
Accretion and amortization expenses [Note 5] [Note 6]	50,070	2,335,167
Change in fair value of derivative liabilities [Note 8]	198,224	298,983
NET LOSS BEFORE INCOME TAXES	(4,776,252	(5,656,099
Income taxes	-	-
NET LOSS BEFORE DIVIDENDS	(4,776,252	(5,656,099
Less: Preferred Stock Dividends	248,137	241,264
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	(5,024,389	5,897,363
Translation adjustment	233,003	6,560
COMPREHENSIVE LOSS	(4,791,386	(5,890,803
LOSS PER SHARE, BASIC AND DILUTED	(0.098	(0.151
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	51,440,944	39,095,637

All values are in US Dollars.

BIOTRICITYINC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED JUNE 30, 2022 AND 2021 (UNAUDITED)

(Expressed in US Dollars)



CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	)	)
Adjustments to reconcile net loss to net cash used in operations
Stock based compensation
Issuance of shares for services
Issuance of warrants for services
Accretion and amortization expenses
Change in fair value of derivative liabilities
Loss on debt
Property, plant and equipment depreciation
Changes in operating assets and liabilities:
Accounts receivable, net		)
Inventory	)
Deposits and other receivables	)	)
Accounts payable and accrued liabilities
Net cash used in operating activities	)	)
CASH FLOWS FROM INVESTING ACTIVITIES
property, plant and equipment
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common shares, net
Issuance of preferred shares, net
Redemption of preferred shares	)
Exercise of warrants for cash
Federally guaranteed loans
Proceeds from (repayment to) convertible notes, net
Proceeds from (repayment to) convertible debentures, net
Issuance of shares from uplisting
Proceeds pursuant to term loan, net
Preferred Stock Dividend	)	)
Net cash provided by financing activities	)
Effect of foreign currency translation
Net increase (decrease) in cash during the period	)	)
Cash, beginning of period
Cash, end of period

All values are in US Dollars.