8-K
BIOTRICITY INC. (BTCY)
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): June 4, 2024
BIOTRICITY
INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-40761 | 30-0983531 |
|---|---|---|
| (State<br> or Other Jurisdiction of<br><br> <br>Incorporation<br> or Organization) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
203Redwood Shores Parkway, Suite 600
RedwoodCity, California 94065
(Addressof Principal Executive Offices)
(650)832-1626
**(**Registrant’s telephone number, including area code)
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 Class | Trading Symbol (s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> Stock, Par Value $0.001 | BTCY | Nasdaq<br> Capital Market |
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. ☐
Item3.02. Unregistered Sales of Equity Securities.
On June 4, 2024, Biotricity Inc. (the “Company”) issued an aggregate of 8,952,172 shares of common stock to certain investors upon the conversion of 6,104 shares of Series A Convertible Preferred Stock held by such investors, along with accrued and unpaid dividends and fees thereon. The shares of common stock were issued without prior registration in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.
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: June 7, 2024
| BIOTRICITY<br> INC. | |
|---|---|
| By: | /s/ Waqaas Al-Siddiq |
| Waqaas<br> Al-Siddiq | |
| Chief<br> Executive Officer |