BTCY BIOTRICITY INC.

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Executive Summary

Biotricity entered into exchange agreements converting ~19.6 million shares, options, and warrants held by officers and directors into 1.96 million shares of new Series C Preferred Stock. The Series C stock carries 40 votes per share and automatically converts into 59.6% of common stock upon a $15M+ financing, or into 10 common shares per preferred share by March 2028 if no such financing occurs, representing massive potential dilution and control shift.

Actionable Insight

Key Facts

• 14,144,325 common shares, options to buy 3,992,427 shares, and warrants to buy 1,436,216 shares were exchanged for 1,957,297 Series C Preferred shares at a 10:1 ratio.
• Series C Preferred has a stated value of $2.35 per share and 40 votes per share.
• Upon a Qualified Financing (gross proceeds ≥ $15M), Series C automatically converts into 59.6% of the company's outstanding common stock.
• If no Qualified Financing by March 31, 2028, each Series C share may be converted into 10 common shares at the holder's option.
• Conversion shares are subject to a one-year lockup.
• Exchange holders include officers and directors of the company.

Financial Impact

Extreme potential dilution: Series C conversion could grant holders 59.6% of common equity upon a $15M+ financing. Current market cap is unknown but dilution is massive.

Risk Factors

• Massive dilution to existing common shareholders upon a Qualified Financing or voluntary conversion.
• Insider consolidation of voting control (40 votes per preferred share) could entrench management.
• Uncertainty around ability to raise $15M+ to unlock conversion terms; lockup period may limit liquidity.

Market Snapshot

Documents Analyzed

This report is based on 6 SEC documents filed with EDGAR.

US Market Status