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): May 28, 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 communications pursuant to Rule 425 under the<br> Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b)<br> under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c)<br> 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 Stock, Par Value $0.001	BTCY	Nasdaq 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. ☐

Item1.01. Entry into a Material Definitive Agreement.

On May 28, 2024, Biotricity Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”) entered into an amendment (the “Amendment”) to that certain At The Market Offering Agreement, dated March 22, 2022, between the Company and Wainwright, as sales agent, pursuant to which the Company may sell shares of its common stock (the “Shares”), from time to time through Wainwright. Among other things, the Amendment gives effect to the Company’s filing of a new registration statement on Form S-3 (File No. 333-279226) filed with the Securities and Exchange Commission on May 8, 2024, and declared effective on May 15, 2024 (the “New Registration Statement”), as supplemented by a prospectus supplement dated May 28, 2024, in connection with the offer and sale of an aggregate offering amount of $2,684,644 of Shares. The Shares will be issued pursuant to the New Registration Statement.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

In connection with the filing of the Amendment, the Company is also filing the opinion of Sichenzia Ross Ference Carmel LLP regarding the legality of the Shares as Exhibit 5.1.

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Item9.01 Financial statements and Exhibits

(d)	Exhibits.
Exhibit<br><br> <br>Number	Description
---	---
5.1	Opinion of Sichenzia Ross Ference Carmel LLP
10.1	Amendment to the At The Market Offering Agreement, dated May 28, 2024, between Biotricity Inc., and H.C. Wainwright & Co., LLC
23.1	Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1)
104	Cover Page Interactive Data File (embedded within the<br> Inline XBRL document)

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SIGNATURE

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 hereunto duly authorized.

Date: May 28, 2024

BIOTRICITY INC.
By:	/s/ Waqaas Al-Siddiq
	Waqaas Al-Siddiq
	Chief Executive Officer

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Exhibit5.1

May 28, 2024

Biotricity Inc.

203 Redwood Shores Parkway, Suite 600

Redwood City, California 94065

Re:Securities Registered under Registration Statement on Form S-3 (File No. 333-279226)

Ladies and Gentlemen:

We have acted as legal counsel to Biotricity Inc., a Nevada corporation (the “Company”), in connection with the offering and sale by the Company of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”), having an aggregate offering price of up to $2,684,644 to be offered and sold from time to time pursuant to a prospectus supplement dated May 28, 2024 (the “Prospectus Supplement”) and the accompanying prospectus dated May 15, 2024 (together with the Prospectus Supplement, the “Prospectus”) that form part of the Company’s registration statement on Form S-3 (File No. 333-279226) (together with the Prospectus, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Shares are to be sold by the Company through or to H.C. Wainwright & Co., LLC (the “Manager”), as sales agent and/or principal, in accordance with that certain At-The-Market Offering Agreement, dated March 22, 2022, as amended on May 28, 2024, by and between the Company and the Manager (the “Offering Agreement”), as described in the Prospectus Supplement.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, including the Prospectus Supplement, (ii) a specimen certificate representing the Common Stock, (iii) the Offering Agreement, (iv) the Amended and Restated Articles of Incorporation of the Company, as currently in effect, (v) the Company’s Amended and Restated Bylaws, as currently in effect, and (vi) certain resolutions adopted by the Board of Directors of the Company with respect to the Offering Agreement and the issuance of the Shares. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinion set forth herein.

In our examination, we have assumed and have not verified (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity with the originals of all documents supplied to us as copies, (v) the accuracy and completeness of all corporate records and documents made available to us by the Company, (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed; and (vii) that the foregoing documents, in the form submitted to us for our review, have not been altered or amended in any respect material to our opinion stated herein. We have relied as to factual matters upon certificates from officers of the Company and certificates and other documents from public officials and government agencies and departments and we have assumed the accuracy and authenticity of such certificates and documents. We have further assumed that the Shares will be issued and delivered in accordance with the terms of the Offering Agreement.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in the manner described in the Registration Statement, the Prospectus Supplement and the Offering Agreement, will be validly issued, fully paid and non-assessable.

We are members of the bar of the State of New York. We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York, and the federal laws of the United States of America. Insofar as the matters covered by this opinion may be governed by the laws of other states we have assumed that such laws are identical in all respects to the laws of the State of New York.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed with the Commission on the date hereof, which is incorporated by reference into the Registration Statement, and further consent to the reference to us in the Registration Statement and any amendments thereto. In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

This opinion is intended solely for use in connection with the offer and sale of the Shares pursuant to the Offering Agreement and Prospectus Supplement and is not to be relied upon for any other purpose or delivered to or relied upon by any other person without our prior written consent. This opinion is rendered as of the date hereof and based solely on our understanding of facts in existence as of such date after the examination described in this opinion. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.

Very<br> truly yours,
/s/ Sichenzia Ross Ference Carmel LLP
Sichenzia<br> Ross Ference Carmel LLP

Exhibit10.1

May 28, 2024

Biotricity Inc.

997 Lenox Drive, Suite 100,

Lawrenceville, NJ 08648

Attention: Waqaas Al-Siddiq, Chief Executive Officer

Dear Mr. Al-Siddiq:

Reference is made to the At The Market Offering Agreement, dated as of March 22, 2022 (the “ATM Agreement”), between Biotricity Inc. (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”). This letter (the “Amendment”) constitutes an agreement between the Company and Wainwright to amend the ATM Agreement as set forth herein. Defined terms that are used but not defined herein shall have the meanings ascribed to such terms in the ATM Agreement.

1. The defined term “Agreement” in the ATM Agreement is hereby amended to mean the ATM Agreement as amended by this Amendment.

2. The definition of Registration Statement in Section 1 of the ATM Agreement is hereby amended by deleting “(File Number 333-255544)” and inserting in its place “(File Number 333-279226)”.

3. The first sentence of Section 2(b)(vii) of the ATM Agreement is hereby amended and restated in its entirety as follows:

“Unless otherwise agreed between the Company and the Manager, settlement for sales of the Shares will occur at 10:00 a.m. (New York City time) on the first (1st) Trading Day (or any such shorter settlement cycle as may be in effect pursuant to Rule 15c6-1 under the Exchange Act from time to time) following the date on which such sales are made (each, a “Settlement Date”).”

4. The last sentence of Section 3(h) of the ATM Agreement is hereby amended and restated in its entirety as follows:

“The Company meets the transaction requirements as set forth in General Instruction I.B.1 of Form S-3 or, if applicable, as set forth in General Instruction I.B.6 of Form S-3 with respect to the aggregate market value of securities being sold pursuant to this offering and during the twelve (12) months prior to such time that this representation is repeated or deemed to be made.”

5. A new Section 3(bb) of the ATM Agreement is inserted as follows:

“Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Shares from the Manager pursuant to this Agreement, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so as to reasonably ensure that it or its Subsidiaries will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.”

6. The second sentence of Section 13 of the ATM Agreement is hereby amended and restated in its entirety as follows

“Notwithstanding anything herein to the contrary, the letter agreement, dated April 15, 2024, by and between the Company and the Manager shall continue to be effective and the terms therein shall continue to survive and be enforceable by the Manager in accordance with its terms, provided that, in the event of a conflict between the terms of the letter agreement and this Agreement, the terms of this Agreement shall prevail.”

7. The Company and Wainwright hereby agree that the date hereof shall be a Representation Date under the ATM Agreement and the Company shall deliver the deliverables pursuant to Sections 4(k), 4(l) and 4(m) of the ATM Agreement on or about the date hereof.

8. In connection with the amendments to the ATM Agreement set forth herein, the Company shall reimburse the Manager for the fees and expenses of Manager’s counsel in an amount not to exceed $15,000, which shall be paid on the date hereof.

9. Except as expressly set forth herein, all of the terms and conditions of the ATM Agreement shall continue in full force and effect after the execution of this Amendment and shall not be in any way be changed, modified or superseded by the terms set forth herein.

10. This Amendment may be executed in two or more counterparts and by facsimile or “.pdf” signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement. Counterparts may be delivered via electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[remainderof page intentionally left blank]

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In acknowledgment that the foregoing correctly sets forth the understanding reached by the Company and Wainwright, please sign in the space provided below, whereupon this Amendment shall constitute a binding amendment to the ATM Agreement as of the date indicated above.

Very<br> truly yours,
H.C. WAINWRIGHT & CO., LLC
By:	/s/ Edward D. Silvera
Name:	Edward<br> D. Silvera
Title:	Chief<br> Operating Officer
Accepted<br> and Agreed:
---	---
biotricity Inc.
By:	/s/ Waqaas Al-Siddiq
Name:	Waqaas<br> Al-Siddiq
Title:	Chief<br> Executive Officer

[signaturepage to btcy Amendment to atm agreement]

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