On March 7, 2016, Biotricity Inc. (the Registrant) sold to accredited investors, in a first closing, an aggregate of 571,561 units (the Units) for gross proceeds of $1,000,232 at a purchase price of $1.75 per Unit (the Purchase Price), in a private offering of a minimum of $1,000,000 and up to a maximum of $8,000,000 (subject to an overallotment option) (the Offering). Each Unit consists of one share of common stock, par value $0.001 per share (the Common Stock) and a three-year warrant (the Warrant) to purchase one-half share of Common Stock at an initial exercise price of $3.00 per whole share (the Warrant Shares). The Units were sold to each subscriber of the Offering pursuant to Subscription Agreements (the Subscription Agreements). After payment of placement agent fees and expenses but before the payment of other offering expenses such as legal and accounting expenses, the Registrant received net proceeds of approximately $916,841. The Units will be offered until March 31, 2017, subject to the right to extend the Offering.
Pursuant to an Investment Banking Agreement, as amended (the Banking Agreement), the Company engaged HRA Capital, LLC, acting through Corinthian Partners, L.L.C. (the Placement Agent), as the Companys exclusive agent to assist in selling the Units, subject to the right to the Placement Agent to engage sub-placement agents in connection with the Offering. Pursuant to the Banking Agreement, the Registrant agreed to pay or provide to the Placement Agent and/or sub-placement agents the following compensation at each closing of the Offering: (a) a cash fee of up to 10% of the gross proceeds raised at such closing; provided that in certain circumstances the Placement Agent and its sub-placement agents, collectively, will receive a cash fee of up to 13% of the gross proceeds raised at such closing; (b) reimbursement of reasonable out-of-pocket expense; and (c) subject to certain limitations, a 5-year warrant to purchase 8% of the Common Stock sold in the Offering at an exercise price of $3.00 per share (the Placement Agents Warrants). The Placement Agents Warrants are not callable and have a customary weighted average anti-dilution provision and a cashless exercise provision. At the first closing of the Offering, the Registrant paid to the Placement Agent and its sub-agents an aggregate of approximately $83,391, and issued Placement Agents Warrants to purchase an aggregate of 45,725 shares of Common Stock.
The foregoing description of the Banking Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Banking Agreement, which is filed herewith as Exhibit 10.1 to this report and incorporated herein by reference.
Pursuant to the terms of a Registration Rights Agreement included as part of the Subscription Agreements, the Registrant agreed to file a registration statement on Form S-1 (or any other applicable form exclusively for the Offering) registering for resale under the Securities Act of 1933, as amended (the Securities Act), all of the shares of the Common Stock sold in the Offering and the Warrant Shares.
The investors participating in the Offering met the accredited investor definition of Rule 501 of the Securities Act. The offer and sale of the Units in the Offering were made in reliance on the exemption from registration afforded under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D under the Securities Act. The Offering was not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the investors in connection with the Offering. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall the Units, Common Stock, or Warrants be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.
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The foregoing description of the Offering and related transactions does not purport to be complete and is qualified in its entirety by reference to the complete text of the form of Subscription Agreement, the form of Warrant and the Form of Placement Agents Warrants, which are filed herewith as Exhibits 10.2, 4.1 and 4.2, respectively, and incorporated herein by reference.
Reference is made to the disclosures set forth under Item 2.03 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.