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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): October 31, 2023
BIOTRICITY
INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40761 |
|
30-0983531 |
(State
or Other Jurisdiction of
Incorporation
or Organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
203
Redwood Shores Parkway, Suite 600
Redwood
City, California 94065
(Address
of 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 Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
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
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. ☐
| Item
1.01. |
Entry
into a Material Definitive Agreement. |
Subscription
Agreement
On
October 31, 2023, Biotricity Inc. (the “Company”) entered into a subscription agreement (the “Agreement”) pursuant
to which the Company issued an unsecured convertible preferred note (the “Note”) in the principal amount of $1,000,000 to
an investor (“Investor”). The Note bears interest at a rate of 12% per annum, paid in cash monthly. The Note matures on the
earlier of 18 months or there is more than one closing pursuant to the subscription agreement by the Company, the 18 month anniversary
of the last closing date of the offering (the “Maturity Date”)
The
Note and accrued interest may be prepaid by the Company in whole or in part in cash or through a conversion by the Investor at a price
that is equal to a 15% discount to the 10-day VWAP. The Investor may at its option, convert all of the outstanding balance and accrued
interest on the Note, at any time subsequent to a Qualified Financing consumed through earlier of the Early Payout Date or the
Maturity Date, as such terms as defined in the Note, at a conversion price equal to a 20% discount to the lesser of (i) the actual price
per securities issued in the Qualified Financing or (ii) if there is no Qualified Financing as of the Maturity Date, by mutual consent
and election of the Company and the Investor, at a 15% discount to the average VWAP for ten (10) consecutive trading days immediately
prior to the Maturity Date .
The
Note includes standard Events of Default, including, but not limited to: (i) failure to issue and deliver shares upon conversion, (ii)
default in the payment of principal or interest, when same is due, (iii) the entry of a decree or order adjudging the Company as bankrupt
or insolvent; or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company, or appointing a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Company or
of any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree
or order unstayed and in effect for a period of 60 days; or (iv) institution by the Company of proceedings to be adjudicated as bankrupt
or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition
or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable federal or state law.
The
Note was issued and sold in reliance on exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.
The
foregoing description is qualified in its entirety by reference to the full text of the Note and the Agreement, copies of each of which
are filed as Exhibit 4.1 and Exhibit 10.1 hereto, and each of which is incorporated herein by reference.
| Item
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The
information under Item 1.01 is incorporated by reference into this Item 2.03.
| Item
3.02 |
Unregistered
Sales of Equity Securities. |
The
information under Item 1.01 is incorporated by reference into this Item 3.02.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
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:
November 6, 2023
| |
BIOTRICITY
INC. |
| |
|
|
| |
By: |
/s/
Waqaas Al-Siddiq |
| |
|
Waqaas
Al-Siddiq |
| |
|
Chief
Executive Officer |
Exhibit
4.1
fTHIS
NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT
TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS.
BIOTRICITY
INC.
CONVERTIBLE
PREFERRED NOTE
| Principal
Amount: US$[1,000,000] |
Issue
Date: October 31, 2023 |
BIOTRICITY
INC., a Nevada corporation (the “Company”), for value received, hereby promises to pay to [ ] (the “Subscriber(s)”)
or his permitted assigns or successors (the “Holder(s)”), the principal amount of [One Million Dollars] (US$[1,000,000])
(the “Principal Amount”), without demand, on the Maturity Date (as hereinafter defined), together with any accrued
and unpaid interest due thereon. This Note shall bear interest at a fixed rate of 12% per annum, paid in cash monthly. Except as set
forth in Section 3.1, payment of all principal due shall be in such coin or currency of the United States of America as shall be legal
tender for the payment of public and private debts at the time of payment.
This
Note is a convertible preferred note referred to in that certain Subscription Agreement dated as of the date hereof (the “Subscription
Agreement”), or series of like subscription agreements, among the Company and the Subscriber(s), pursuant to which the Company
is seeking to raise an aggregate of up to $1,000,000 (the “Offering”).
ARTICLE
1
DEFINITIONS
SECTION
1.1. Definitions. The terms defined in this Article whenever used in this Note shall have the respective meanings hereinafter
specified.
“Applicable
Laws” means any and all applicable foreign, federal, state and local statutes, laws, regulations, ordinances, policies, and
rules or common law (whether now existing or hereafter enacted or promulgated), of any and all governmental authorities, agencies, departments,
commissions, boards, courts, or instrumentalities of the United States, any state of the United States, any other nation, or any political
subdivision of the United States, any state of the United States or any other nation, and all applicable judicial and administrative,
regulatory or judicial decrees, judgments and orders, including common law rules and determinations.
“Common
Stock” means the common stock, par value $0.001 per share, of the Company.
“Conversion
Shares” means the New Round Stock issued or issuable to the Holder upon a Conversion Date pursuant to Article 3.
“Conversion
Date” shall have the meaning set forth in Section 3.1. “Event of Default” shall have the meaning set forth
in Section 6.1.
“Holder”
or “Holders” means the person named above or any Person who shall thereafter become a recordholder of this Note in
accordance with the terms hereof.
“Issue
Date” means the issue date stated above.
“Maturity
Date” shall mean the earlier of: (a) the eighteen (18) month anniversary of the date hereof or, if there be more than one closing
pursuant to the Offering, the eighteen (18) month anniversary of the last closing date of the Offering.
“New
Round Stock” means, in the event of a Qualified Financing, the securities (or units of securities if more than one security
are sold as a unit) issued by the Company in the Qualified Financing.
“Note”
means this Convertible Preferred Note, as amended, modified or restated.
“Person”
means an individual, corporation, partnership, limited liability company, association, trust, joint venture, unincorporated
organization or any government, governmental department or agency or political subdivision thereof.
“Qualified
Financing” means the next equity or debt round of financing of the Company in whatever form or type, that raises in excess
of $15,000,000 gross proceeds.
“Securities
Act” means the United States Securities Act of 1933, as amended. “Trading Day” means a day on which the
principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock
Exchange (or any successors to any of the foregoing).
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted for trading on a Trading
Market and if prices for the Common Stock are then reported on the OTC Markets, Inc. (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (c) in all other cases,
the fair market value of a share of Common Stock as determined by the Board of Directors of the Company in good faith.
ARTICLE
2
GENERAL
PROVISIONS
SECTION
2.1. Loss, Theft. Destruction of Note. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or
mutilation of this Note and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory
to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Note, the Company will make and deliver,
in lieu of such lost, stolen, destroyed or mutilated Note, a new Note of like tenor and unpaid principal amount dated as of the date
hereof. This Note shall be held and owned upon the express condition that the provisions of this Section 2.1 are exclusive with respect
to the replacement of a mutilated, destroyed, lost or stolen Note and shall preclude any and all other rights and remedies notwithstanding
any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable instruments or other securities
without their surrender.
SECTION
2.2. Prepayment; Redemption. This Note may be prepaid by the Company in whole or in part, after providing fifteen (15) days written
notice to the Holder, either in cash or by the mutually consented conversion of the Note and any accrued interest thereon at a 15% discount
to the stock’s 10-day VWAP.
ARTICLE
3
CONVERSION
OF NOTE
SECTION
3.1. Conversion.
(a) Optional
Conversion Upon Qualified Financing or Maturity. At the option of the Holder at any time subsequent to the consummation of a Qualified
Financing (the “Conversion Date”) through to the earlier of the Early Payout Date or the Maturity Date, all of the
outstanding principal and accrued interest shall convert into New Round Stock based upon a conversion price equal to a 20% discount to
the lesser of (i) the actual price per New Round Stock in the Qualified Financing or (ii) if there be no Qualified Financing as of the
Maturity Date, by mutual consent and election of the Company and the Holder, at a 15% discount to the average VWAP for ten (10) consecutive
Trading Days immediately prior to the Maturity Date.
(b) Upon
and as of the Conversion Date, this Note will be cancelled on the books and records of the Company and shall represent the right to receive
the Conversion Shares.
SECTION
3.2. Delivery of Securities Upon Conversion.
(a) As
soon as is practicable after the Conversion Date, the Company shall deliver to the Holder (i) a certificate or certificates evidencing
the Conversion Shares issuable to the Holder.
(b) The
issuance of certificates for Conversion Shares upon conversion or maturity of this Note shall be made without charge to the Holder for
any issuance tax in respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance
of securities. Upon conversion of this Note, the Company shall take all such actions as are necessary in order to ensure that the Conversion
Shares so issued upon such conversion shall be validly issued, fully paid and nonassessable.
SECTION
3.3. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon conversion of this Note.
If any conversion of this Note would create a fractional share or a right to acquire a fractional share, the Company shall round to the
nearest whole number.
ARTICLE
4
STATUS;
RESTRICTIONS ON TRANSFER
SECTION
4.1. Status of Note. This Note is a direct, general and unconditional obligation of the Company, and constitutes a valid and legally
binding obligation of the Company, enforceable in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization
and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.
SECTION
4.2. Restrictions on Transferability. This Note and any Conversion Shares issued with respect to this Note, have not been registered
under the Securities Act, or under any state securities or so-called “blue sky laws,” and may not be offered, sold, transferred,
hypothecated or otherwise assigned except (a) pursuant to a registration statement with respect to such securities which is effective
under the Act or (b) upon receipt from counsel satisfactory to the Company of an opinion, which opinion is satisfactory in form and substance
to the Company, to the effect that such securities may be offered, sold, transferred, hypothecated or otherwise assigned (i) pursuant
to an available exemption from registration under the Act and (ii) in accordance with all applicable state securities and so-called “blue
sky laws.” The Holder agrees to be bound by such restrictions on transfer. The Holder further consents that the certificates representing
the Conversion Shares that may be issued with respect to this Note may bear a restrictive legend to such effect.
ARTICLE
5
COVENANTS
In
addition to the other covenants and agreements of the Company set forth in this Note, the Company covenants and agrees that so long as
this Note shall be outstanding:
SECTION
5.1. Payment of Note. The Company will punctually, according to the terms hereof, (a) pay or cause to be paid all amounts due
under this Note, (b) reasonably promptly issue the Conversion Shares upon the Conversion Date.
SECTION
5.2. Notice of Default. If any one or more events occur which constitute or which, with the giving of notice or the lapse of time
or both, would constitute an Event of Default or if the Holder shall demand payment or take any other action permitted upon the occurrence
of any such Event of Default, the Company will forthwith give notice to the Holder, specifying the nature and status of the Event of
Default or other event or of such demand or action, as the case may be.
SECTION
5.3. Compliance with Laws and Filing Responsibilities. The Company will comply in all material respects with all Applicable Laws,
except where the necessity of compliance therewith is contested in good faith by appropriate proceedings. The Company will be responsible
for timely filing of all required documents including Form D, and blue sky filings, and will pay for all legal opinions of Company counsel
associated with all future sales of the Investor appropriately relying on Rule 144 with respect to the securities sold.
SECTION
5.4. Use of Proceeds. The Company shall use the proceeds of this Note for general working capital.
ARTICLE
6
REMEDIES
SECTION
6.1. Events of Default. “Event of Default” wherever used herein means any one of the following events:
(a) The
Company shall fail to issue and deliver the Conversion Shares in accordance with Article 3;
(b) Default
in the due and punctual payment of the principal of, or any other amount owing in respect of (including Interest), this Note when and
as the same shall become due and payable;
(c) Default
in the performance or observance of any covenant or agreement of the Company in this Note (other than a covenant or agreement a default
in the performance of which is specifically provided for elsewhere in this Section 6.1), and the continuance of such default for a period
of ten (10) days after there has been given to the Company by the Holder a written notice specifying such default and requiring it to
be remedied;
(d) The
entry of a decree or order by a court having jurisdiction adjudging the Company as bankrupt or insolvent; or approving as properly filed
a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under the Federal Bankruptcy
Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee, trustee or sequestrator (or other
similar official) of the Company or of any substantial part of its property, or ordering the winding-up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) calendar days;
(e) The
institution by the Company of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to the institution of bankruptcy
or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the
Federal Bankruptcy Code or any other applicable federal or state law, or the consent by it to the filing of any such petition or to the
appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Company or of any substantial
part of its property, or the making by it of an assignment for the benefit of creditors;
(f) The
Company seeks the appointment of a statutory manager or proposes in writing or makes a general assignment or an arrangement or composition
with or for the benefit of its creditors or any group or class thereof or files a petition for suspension of payments or other relief
of debtors or a moratorium or statutory management is agreed or declared in respect of or affecting all or any material part of the indebtedness
of the Company; or
(g) It
becomes unlawful for the Company to perform or comply with its obligations under this Note.
SECTION
6.2. Effects of Default. If an Event of Default occurs and is continuing, then and in every such case the Holder may declare this
Note to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration, the Company shall pay to
the Holder the outstanding principal amount of this Note plus all accrued and unpaid interest through the date the Note is paid in full.
SECTION
6.3. Remedies Not Waived. No course of dealing between the Company and the Holder or any delay in exercising any rights hereunder
shall operate as a waiver by the Holder. No failure or delay by the Holder in exercising any right, power or privilege under this Note
shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of
any rights or remedies provided by Applicable Law.
ARTICLE
7
MISCELLANEOUS
SECTION
7.1. Severability. If any provision of this Note shall be held to be invalid or unenforceable, in whole or in part, neither the
validity nor the enforceability of the remainder hereof shall in any way be affected.
SECTION
7.2. Notice. Where this Note provides for notice of any event, such notice shall be given (unless otherwise herein expressly provided)
in writing and either (i) delivered personally, (ii) sent by certified, registered or express mail, postage prepaid or (iii) sent by
facsimile or other electronic transmission, and shall be deemed given when so delivered personally, sent by facsimile or other electronic
transmission (confirmed in writing) or mailed. Notices shall be addressed, if to Holder, to its address as provided in the Subscription
Agreement or, if to the Company, to its principal office.
SECTION
7.3. Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York (without
giving effect to any conflicts or choice of law provisions that would cause the application of the domestic substantive laws of any other
jurisdiction).
SECTION
7.4. Forum. The Holder and the Company hereby agree that any dispute which may arise out of or in connection with this Note shall
be adjudicated before a court of competent jurisdiction in the State of New York and they hereby submit to the exclusive jurisdiction
of the courts of the County and State of New York, as well as to the jurisdiction of all courts to which an appeal may be taken from
such courts, with respect to any action or legal proceeding commenced by either of them and hereby irrevocably waive any objection they
now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such
court is an inconvenient forum.
SECTION
7.5. Headings. The headings of the Articles and Sections of this Note are inserted for convenience only and do not constitute
a part of this Note.
SECTION
7.6. Amendments. Any provision of this Note may be amended, modified or waived if and only if the Holder of this Note and the
Company has consented in writing to such amendment, modification or waiver of any such provision of this Note.
SECTION
7.7. No Recourse Against Others. The obligations of the Company under this Note are solely obligations of the Company and no officer,
employee or stockholder shall be liable for any failure by the Company to pay amounts on this Note when due or perform any other obligation.
SECTION
7.9. Assignment; Binding Effect. This Note may not be assigned by the Company without the prior written consent of the Holder.
This Note shall be binding upon and inure to the benefit of both parties hereto and their respective permitted successors and assigns.
SECTION
8.0. Registration Rights. If this Note is converted, shares underlying the Note will be subject to “piggy-back” registration
rights of the Qualified Financing.
IN
WITNESS WHEREOF, the Company has caused this Note to be signed by its duly authorized officer on the date hereinabove written.
| |
BIOTRICITY
INC. |
| |
|
|
| |
By: |
/s/
Waqaas Alsiddiq |
| |
Name:
|
Waqaas
Alsiddiq |
| |
Title:
|
CEO |
Exhibit
10.1
SUBSCRIPTION
AGREEMENT
THIS
SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of the date contained in the signature page hereto (the “Closing
Date”), by and between BIOTRICITY INC., a Nevada corporation (the “Company”), and the subscriber
identified on the signature page hereto (the “Subscriber”).
RECITALS
WHEREAS,
the Company seeks to sell Convertible Preferred Notes in the form annexed hereto as Exhibit B (the “Note” and
collectively referred to as the “Notes”), pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”) and Rule 506(b) of Regulation D (“Regulation D”) as promulgated under the Securities
Act (the “Offering”); and
WHEREAS,
the Subscriber wishes to purchase a Note with the principal amount as set forth on the Signature Page to this Agreement;
NOW,
THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Company and the Subscriber hereby agree as follows:
ARTICLE
I
PURCHASE
OF CONVERTIBLE PREFERRED NOTES
1.01 Subscription.
The Subscriber hereby subscribes (the “Subscription”) to purchase a Note in the amount set forth on the signature
page hereto (the “Subscription Amount”). This Subscription shall become effective when it has been duly executed by
the Subscriber and this Agreement has been accepted and agreed to by the Company.
1.02 Payment
For Subscription. The Subscriber agrees that the Subscription Amount to the Company for the amount of the Subscriber’s Subscription
is to be made upon submission of this Agreement in the form included in these Subscription Documents (as hereinafter defined).
1.03 Terms
and Conditions. The Company shall have the right to accept or reject the Subscription, in whole or in part, for any reason whatsoever,
including, but not limited to, the belief of the Company that the Subscriber cannot bear the economic risk of an investment in the Company,
is not capable of evaluating the merits and risks of an investment in the Company or is not an “Accredited Investor,” as
such term is defined in Rule 501 of Regulation D promulgated under the Securities Act, or for no reason at all. A closing may occur once
a Subscription is received by the Company and additional closings under the Offering may take place from time to time as subscriptions
are received by the Company.
1.04 Conversion.
At the option of the Holder at any time subsequent to the consummation of a Qualified Financing (the “Conversion Date”)
through to the earlier of the Early Payout Date or the Maturity Date, all of the outstanding principal and accrued interest shall convert
into New Round Stock based upon a conversion price equal to a 20% discount to the lesser of (i) the actual price per New Round Stock
in the Qualified Financing or (ii) if there be no Qualified Financing as of the Maturity Date, by mutual consent and election of the
Company and the Holder, at a 15% discount to the average VWAP for ten (10) consecutive Trading Days immediately prior to the Maturity
Date.
ARTICLE
II
REPRESENTATIONS
AND WARRANTIES
2.01 Representations
and Warranties by the Company. The Company represents and warrants to the Subscriber that:
(a) Authorization.
The Company has all corporate right, power and authority to enter into this Agreement and to consummate the transactions contemplated
hereby. All corporate action on the part of the Company, its directors and stockholders necessary for the: (i) authorization execution,
delivery and performance of this Agreement by the Company; (ii) authorization, sale, issuance and delivery of the Notes contemplated
hereby and the performance of the Company’s obligations hereunder; and (iii) authorization, issuance and delivery of the securities
issuable upon conversion of the Notes, has been taken. The securities issuable upon conversion of the Notes will be validly issued, fully
paid and nonassessable. The issuance and sale of the securities contemplated hereby will not give rise to any preemptive rights or rights
of first refusal on behalf of any person which have not been waived in connection with this offering. The Company is not in default of
any other obligations, including any promissory notes or debentures.
(b) Enforceability.
Assuming this Agreement has been duly and validly authorized, executed and delivered by the parties hereto and thereto other than the
Company, this Agreement as duly authorized, executed and delivered by the Company constitutes the legal, valid and binding obligations
of the Company enforceable against the Company in accordance with its terms, except as such enforcement is limited by general equitable
principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors rights generally.
(c) No
Violations. The execution, delivery and performance of this Agreement and the Note by the Company and the consummation by the Company
of the transactions contemplated hereby and thereby (including, without limitation, the securities issuable upon the conversion of the
Note) will not (i) result in a violation of the Articles of Incorporation of the Company or other organizational documents of the Company,
(ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or
give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which
the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree applicable to the Company
by which any property or asset of the Company is bound or affected.
(d) Litigation.
The Company knows of no pending or threatened legal or governmental proceedings against the Company which could materially adversely
affect the business, property, financial condition or operations of the Company or which materially and adversely questions the validity
of this Agreement or any agreements related to the transactions contemplated hereby or the right of the Company to enter into any of
such agreements, or to consummate the transactions contemplated hereby or thereby. The Company is not a party or subject to the provisions
of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality which could materially adversely
affect the business, property, financial condition or operations of the Company. There is no material action, suit, proceeding or investigation
by the Company currently pending in any court or before any arbitrator or that the Company intends to initiate.
(e) Intellectual
Property. The Company owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights,
trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted without any
known infringement of the rights of others. The Company has not received any written communications alleging that the Company has violated
or, by conducting its business as presently proposed to be conducted, would violate any of the patents, trademarks, service marks, trade
names, copyrights or trade secrets or other proprietary rights of any other person or entity.
(f) Title
to Assets. The Company has good and marketable title to its properties and assets, and good title to its leasehold estates, in
each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (a) those resulting from taxes which have
not yet become delinquent; (b) liens and encumbrances which do not materially detract from the value of the property subject
thereto or materially impair the operations of the Company; and (c) those that have otherwise arisen in the ordinary course of
business. The Company is in compliance with all material terms of each lease to which it is a party or is otherwise bound.
(g) Investment
Company. The Company is not an “investment company” within the meaning of such term under the Investment Company Act
of 1940, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder.
(h) No
Solicitation. Neither the Company nor any person participating on the Company’s behalf in the transactions contemplated hereby
has conducted any “general solicitation,” as such term is defined in Regulation D promulgated under the Securities Act, with
respect to any of the Notes being offered hereby.
(i) Blue
Sky. The Company agrees to file a Form D with respect to the sale of the Notes under Regulation D of the rules and regulations promulgated
under the Securities Act. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine
is necessary to qualify the Notes for sale to the Subscriber pursuant to this Agreement under applicable securities or “blue sky”
laws of the states of the United States (or to obtain an exemption from such qualification).
(j) The
execution, delivery and performance of this Agreement by the Company will not (i) violate any law, treaty, rule or regulation applicable
to or binding upon the Company or any of its properties or assets, or (ii) result in a breach of any contractual obligation to which
the Company is a party or by which it or any of its properties or assets is bound that would reasonably be expected to have a material
adverse effect on the ability of the Company to perform its obligations under this Agreement.
(k) There
is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation or investigation, proceeding or demand
letter pending, or to the knowledge of the Company threatened, against the Company, which if adversely determined would reasonably be
expected to have a material adverse effect on the ability of the Company to perform its obligations hereunder. There is no civil, criminal
or administrative action, suit, demand, claim, hearing, notice of violation or investigation, proceeding or demand letter pending, or
to the knowledge of the Company threatened, against or affecting the Company or any of its subsidiaries that, if adversely determined,
would reasonably be expected to have a material adverse effect on the Company and its subsidiaries (taken as a whole). There are no outstanding
orders, writs, judgments, decrees, injunctions or settlements that would reasonably be expected to have a material adverse effect on
the Company and its subsidiaries (taken as a whole).
2.02 Survival
of Representations and Warranties. The representations and warranties of the Company shall survive the closing and shall be fully
enforceable at law or in equity against the Company and the Company’s successors and assigns.
2.03 Disclaimer.
It is specifically understood and agreed by the Subscriber that the Company has not made, nor by this Agreement shall be construed to
make, directly or indirectly, explicitly or by implication, any representation, warranty, projection, assumption, promise, covenant,
opinion, recommendation or other statement of any kind or nature with respect to the anticipated profits or losses of the Company, except
as otherwise provided with this Agreement.
2.04 Representations
and Warranties by the Subscriber. The Subscriber represents and warrants to the Company that:
(a) The
Subscriber is acquiring the Notes for the Subscriber’s own account, as principal, for investment purposes only and not with any
intention to resell, distributes or otherwise dispose of the Notes, as the case may be, in whole or in part.
(b) The
Subscriber has had an unrestricted opportunity to: (i) obtain information concerning the Offering, including the Notes, the Company and
its proposed and existing business and assets; and (ii) ask questions of, and receive answers from the Company concerning the terms and
conditions of the Offering and to obtain such additional information as may have been necessary to verify the accuracy of the information
contained in the this Agreement or otherwise provided.
(c) The
Subscriber is an Accredited Investor, within the meaning of Securities and Exchange Commission (“SEC”) Rule 501 of
Regulation D, and has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and
risks of investing in the Company, and all information that the Subscriber has provided concerning the Subscriber, the Subscriber’s
financial position and knowledge of financial and business matters is true, correct and complete. The Subscriber acknowledges and understands
that the Company will rely on the information provided by the Subscriber in this Agreement and in the Subscriber Questionnaire annexed
hereto as Exhibit A for purposes of complying with Federal and applicable state securities laws.
(d) Except
as otherwise disclosed in writing by the Subscriber to the Company, the Subscriber has not dealt with a broker in connection with the
purchase of the Notes and agrees to indemnify and hold the Company and its officers and directors harmless from any claims for brokerage
or fees in connection with the transactions contemplated herein.
(e) The
Subscriber is not relying on the Company or any of its management, officers or employees with respect to any legal, investment or tax
considerations involved in the purchase, ownership and disposition of Notes. The Subscriber has relied solely on the advice of, or has
consulted with, in regard to the legal, investment and tax considerations involved in the purchase, ownership and disposition of Notes,
the Subscriber’s own legal counsel, business and/or investment adviser, accountant and tax adviser.
(f) The
Subscriber understands that the Notes, or the securities into which either of them may convert or be exercised for, cannot be sold, assigned,
transferred, exchanged, hypothecated or pledged, or otherwise disposed of or encumbered except in accordance with the Securities Act
or the 1934 Securities and Exchange Act, as amended (the “Exchange Act”), and that no market will exist for the resale
of any such securities. In addition, the Subscriber understands that the Notes, or the securities into which they may convert, have not
been registered under the Securities Act, or under any applicable state securities or blue sky laws or the laws of any other jurisdiction,
and cannot be resold unless they are so registered or unless an exemption from registration is available. The Subscriber understands
that there is no current plan to register the Notes, or the securities into which they may convert.
(g) The
Subscriber is willing and able to bear the economic and other risks of an investment in the Company for an indefinite period of time.
The Subscriber has read and understands the provisions of this Agreement.
(h) The
Subscriber maintains the Subscriber’s domicile, and is not merely a transient or temporary resident, at the residence address shown
on the signature page of this Agreement.
(i) The
Subscriber understands that the Company has made available to the Subscriber and the Subscriber’s accountants, attorneys and other
advisors full and complete information concerning the financial structure of the Company, and any and all data requested by the Subscriber
as a basis for estimating the potential profits and losses of the Company and the Subscriber acknowledges that the Subscriber has either
reviewed such information or has waived review of such information.
(j)
The Subscriber is not participating in the Offering as a result of or subsequent to: (i) any advertisement, article, notice
or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; (ii) any seminar
or meeting whose attendees have been invited by any general solicitation or general advertising; or (iii) any registration statement
the Company may have filed with the Securities and Exchange Commission.
(k) If
the Subscriber is an entity, the Subscriber is duly organized, validly existing and in good standing under the laws of its jurisdiction
of incorporation or organization, as the case may be. The Subscriber has all requisite power and authority to own its properties, to
carry on its business as presently conducted, to enter into and perform the Subscription and the agreements, documents and instruments
executed, delivered and/or contemplated hereby (collectively, the “Subscription Documents”) to which it is a party
and to carry out the transactions contemplated hereby and thereby. The Subscription Documents are valid and binding obligations of the
Subscriber, enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, moratorium, reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’ rights
generally. If applicable, the execution, delivery and performance of the Subscription Documents to which it is a party have been duly
authorized by all necessary action of the Subscriber. The execution, delivery and performance of the Subscription Documents and the performance
of any transactions contemplated by the Subscription Documents will not (i) violate, conflict with or result in a default (whether after
the giving of notice, lapse of time or both) under any contract or obligation to which the Subscriber is a party or by which it or its
assets are bound, or any provision of its organizational documents (if an entity), or cause the creation of any lien or encumbrance upon
any of the assets of the Subscriber; (ii) violate, conflict with or result in a default (whether after the giving of notice, lapse of
time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other
governmental agency applicable to the Subscriber; (iii) require from the Subscriber any notice to, declaration or filing with, or consent
or approval of any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws; or
(iv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which
the Subscriber is a party or by which it is bound.
(l) The
Subscriber acknowledges and agrees that the Company intends, in the future, to raise additional funds to expand its business which may
include, without limitation, the need to: fund more rapid expansion; fund additional marketing expenditures; enhance its operating infrastructure;
hire additional personnel; respond to competitive pressures; or acquire complementary businesses or necessary technologies.
(m) The
Subscriber acknowledges and agrees that the Company will have broad discretion with respect to the use of the proceeds from this Offering,
and investors will be relying on the judgment of management regarding the application of these proceeds.
(n) The
Subscriber understands the various risks of an investment in the Company, and has carefully reviewed the various risk factors described
in the Company’s various public filings, including but not limited to its 10Qs and 10Ks.
ARTICLE
III
MISCELLANEOUS
3.01 Indemnification.
(a) The
Subscriber will, severally and not jointly with any other Subscribers indemnify and hold harmless the Company and its officers, directors,
members, shareholders, partners, representatives, employees and agents, successors and assigns against any losses, obligations, claims,
damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable
attorneys’ fees and costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively,
“Company Claims”) reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body
or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto, to which any of them may
become subject insofar as such Company Claims (or actions or proceedings, whether commenced or threatened, in respect thereof): (a) arise
out of or are based upon any untrue statement or untrue statement of a material fact made by the Subscriber and contained in this Agreement
or (b) arise out of or are based upon any breach by the Subscriber of any representation, warranty, or agreement made by the Subscriber
contained herein. Provided, however, and notwithstanding anything to the contrary, in no event shall the liability of the Subscriber
pursuant to this Section exceed the amount of the Note that the Subscriber purchases pursuant to this Agreement.
(b) The
Company will indemnify and hold harmless each Subscriber and its officers, directors, members, shareholders, partners, representatives,
employees and agents, successors and assigns, and each other person, if any, who controls such Subscriber within the meaning of the Securities
Act against any losses, obligations, claims, damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including,
without limitation, court costs, reasonable attorneys’ fees and costs of defense and investigation), amounts paid in settlement
or expenses, joint or several, (collectively, “Subscriber Claims”) reasonably incurred in investigating, preparing
or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or
governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto, to which any of them may become subject insofar as such Subscriber Claims (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any blue sky application or other document executed
by the Company specifically for that purpose or based upon written information furnished by the Company filed in any state or other jurisdiction
in order to qualify any or all of the Notes (or securities issuable upon conversion of the Notes) under the securities laws thereof (any
such application, document or information herein called a “Blue Sky Application”); (ii) any untrue statement or alleged
untrue statement of a material fact made by the Company in this Agreement; (iii) arise out of or are based upon any breach by the Company
of any representation, warranty, or agreement made by it contained herein or in the Note; or (iv) any violation by the Company or its
agents of any rule or regulation promulgated under the Securities Act applicable to the Company or its agents and relating to action
or inaction required of the Company in connection with such registration; and will reimburse such Subscriber, and each such officer,
director or member and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating
or defending any such Claim or action; provided, however, that the Company will not be liable in any such case if and to
the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission so made in conformity with information furnished by such Subscriber or any such controlling person to
the Company.
3.02 Addresses
and Notices. All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted
under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing
and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business day
of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail return receipt
requested, two (2) business days after being mailed, or (iii) if delivered by overnight courier (with all charges having been prepaid),
on the business day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing). If any notice,
demand, consent, request, instruction or other communication cannot be delivered because of a changed address of which no notice was
given (in accordance with this Section 3.02, or the refusal to accept same, the notice, demand, consent, request, instruction or other
communication shall be deemed received on the second business day the notice is sent (as evidenced by a sworn affidavit of the sender).
All such notices, demands, consents, requests, instructions and other communications will be sent to the following addresses or facsimile
numbers as applicable:
| If
to the Company to: |
Biotricity
Inc.
203
Redwood Shores Parkway, Suite 600
Redwood
City, California 94065
Attention:
Waqaas Al-Siddiq |
| |
|
With
a copy (which shall not
constitute notice) to: |
Sichenzia
Ross Ference LLP
1185
Avenue of the Americas, 37th Floor
New
York, New York 10036
Attention:
David B. Manno, Esq.
Facsimile:
(212) 930-9725 |
If
to the Subscriber, to the address set forth on the signature page annexed hereto.
Any
such person may by notice given in accordance with this Section 3.02 to the other parties hereto designate another address or
person for receipt by such person of notices hereunder.
3.03 Titles
and Captions. All Article and Section titles or captions in this Agreement are for convenience only. They shall not be deemed part
of this Agreement and do not in any way define, limit, extend or describe the scope or intent of any provisions hereof.
3.04 Assignability.
This Agreement is not transferable or assignable by the undersigned.
3.05 Pronouns
and Plurals. Whenever the context may require, any pronoun used herein shall include the corresponding masculine, feminine or neuter
forms. The singular form of nouns, pronouns and verbs shall include the plural and vice versa.
3.06 Further
Action. The parties shall execute and deliver all documents, provide all information and take or forbear from taking all such action
as may be necessary or appropriate to achieve the purposes of this Agreement. Each party shall bear its own expenses in connection therewith.
3.07 Applicable
Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York without regard to its
conflict of law rules.
3.08 Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators,
successors, legal representatives, personal representatives, permitted transferees and permitted assigns. If the undersigned is more
than one person, the obligation of the undersigned shall be joint and several and the agreements, representations, warranties and acknowledgments
herein contained shall be deemed to be made by and be binding upon each such person and such person’s heirs, executors, administrators
and successors.
3.09 Integration.
This Agreement, together with the remainder of the Subscription Documents of which this Agreement forms a part, constitutes the entire
agreement among the parties pertaining to the subject matter hereof and supersedes and replaces all prior and contemporaneous agreements
and understandings, whether written or oral, pertaining thereto. No covenant, representation or condition not expressed in this Agreement
shall affect or be deemed to interpret, change or restrict the express provisions hereof.
3.10 Amendment.
This Agreement may be modified or amended only with the written approval of all parties.
3.11 Creditors.
None of the provisions of this Agreement shall be for the benefit of or enforceable by creditors of any party.
3.12 Waiver.
No failure by any party to insist upon the strict performance of any covenant, agreement, term or condition of this Agreement or to exercise
any right or remedy available upon a breach thereof shall constitute a waiver of any such breach or of such or any other covenant, agreement,
term or condition.
3.13 Rights
and Remedies. The rights and remedies of each of the parties hereunder shall be mutually exclusive, and the implementation of one
or more of the provisions of this Agreement shall not preclude the implementation of any other provision.
3.14 Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and
all of which, when taken together, will be deemed to constitute one and the same agreement. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile
or “.pdf” signature page were an original thereof.
[Remainder
of the Page Intentionally Blank]
IN
WITNESS WHEREOF, the undersigned has executed this Agreement on this 31_ day of Oct ,
2023.
| Signature of Subscriber: |
|
|
| |
|
|
|
| By: |
|
|
Print
Name of Subscriber |
| Name:
|
|
|
|
| Title: |
|
|
|
| |
|
|
| _ Social
Security Number(s) or EIN |
|
|
| |
|
|
| Mailing
Address of Subscriber(s) |
|
Residence
of Subscriber(s) |
| |
|
|
| _
Street |
|
Street |
| |
|
|
| City
State Zip Code |
|
City
State Zip Code |
If
Joint Ownership, check one:
| ☐ |
Joint
Tenants with Right of Survivorship |
| ☐ |
Tenants-in-Common |
| ☐ |
Tenants
by the Entirety |
| ☐ |
Community
Property |
| ☐ |
Other
(specify): __________________ |
| |
$
1,000,000 |
| |
Aggregate
Subscription Amount |
| |
|
| |
Method
of Payment: ☐ Wire Transfer ☒ Check |
| FOREGOING SUBSCRIPTION ACCEPTED: |
|
| |
|
|
| BIOTRICITY INC. |
|
| |
|
|
| By: |
|
|
| Name:
|
Waqaas
Alsiddiq |
|
| Title:
|
CEO |
|
v3.23.3
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