| |
Filed Pursuant
to Rule 424(b)(5) |
| |
Registration
No. 333-262288
|
PROSPECTUS
10,947,201
Shares of Common Stock
BIOTRICITY
INC.
This
prospectus relates to the public offering of up to 10,947,201 shares of our common stock, par value $0.001 per share (the “Common
Stock”), by the selling stockholder which is comprised of shares of Common Stock issued to the selling stockholders upon the conversion
of convertible promissory notes issued to certain selling stockholders pursuant to private placements between June 2020 and February
2021, shares of Common Stock and shares of Common Stock underlying Exchangeable Shares issued to certain investors in connection with
the Company’s reverse take-over of iMedical Innovations Inc., shares of Common Stock issued to advisors and consultants of the
Company between February 2016 and January 2022 as share-based compensation for services, and shares of Common Stock issued to certain
shareholders in connection with private placements between February 2016 and June 2020. Please see “Description of Transactions”
beginning on page 4 of this prospectus.
We
will not receive any proceeds from the sale of shares of common stock by the selling stockholders.
The
selling stockholders may sell or otherwise dispose of the shares of Common Stock covered by this prospectus in a number of different
ways and at varying prices. The prices at which the selling stockholders may sell the shares will be determined by prevailing market
prices for the shares or in negotiated transactions. We provide more information about how the selling stockholders may sell or
otherwise dispose of their shares of Common Stock in the section titled “Plan of Distribution.” The selling stockholders
will pay all brokerage fees and commissions and similar expenses. We will pay all expenses (except brokerage fees and commissions and
similar expenses) relating to the registration of the shares of Common Stock with the Securities and Exchange Commission.
We
may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire
prospectus and any amendments or supplements carefully before you make your investment decision.
Our Common Stock is currently
traded on the Nasdaq Capital Market under the symbol “BTCY” On April 7, 2022, the last reported sales price for our
Common Stock was $2.11 per share.
We
may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire
prospectus and any amendments or supplements carefully before you make your investment decision.
The
securities offered by this prospectus involve a high degree of risk. See “Risk Factors” beginning on page 4, in addition
to Risk Factors contained in the applicable prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This
prospectus is dated April 25, 2022
Table
of Contents
You
may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide
you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities
other than the Common Stock offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any Common Stock in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus
nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change
in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any
time after its date.
ABOUT
THIS PROSPECTUS
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to tactual
documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the
documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement
of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled “Where
You Can Find Additional Information.”
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents and information incorporated by reference in this prospectus include forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act
of 1934, as amended, or the Exchange Act. These statements are based on our management’s beliefs and assumptions and on information
currently available to our management. Forward-looking statements include statements concerning:
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our
possible or assumed future results of operations; |
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our
business strategies; |
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our
ability to attract and retain customers; |
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our
ability to sell additional products and services to customers; |
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our
cash needs and financing plans; |
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our
competitive position; |
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our
industry environment; |
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our
potential growth opportunities; |
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expected
technological advances by us or by third parties and our ability to leverage them; |
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the
effects of future regulation; and |
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● |
the
effects of competition. |
All
statements in this prospectus and the documents and information incorporated by reference in this prospectus that are not historical
facts are forward-looking statements. We may, in some cases, use terms such as “anticipates,” “believes,” “could,”
“estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” “projects,” “should,” “will,” “would” or similar expressions
or the negative of such items that convey uncertainty of future events or outcomes to identify forward-looking statements.
Forward-looking
statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake
no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except
as may be required by applicable law. Although we believe that the expectations reflected in the forward-looking statements are reasonable,
we cannot guarantee future results, levels of activity, performance or achievements.
PROSPECTUS
SUMMARY
This
summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that
you should consider before investing in our Company. You should carefully read the entire prospectus, including all documents incorporated
by reference herein. In particular, attention should be directed to our “Risk Factors,” “Information With Respect to
the Company,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the
financial statements and related notes thereto contained herein or otherwise incorporated by reference hereto, before making an investment
decision.
All
brand names or trademarks appearing in this report are the property of their respective holders. Unless the context requires otherwise,
references in this report to “Biotricity,” the “Company,” “we,” “us” and “our”
refer to Biotricity Inc., a Nevada corporation.
Corporate
Information
Our
Company was incorporated on August 29, 2012 in the State of Nevada. Our principal executive office is located at 203 Redwood Shores
Parkway, Suite 600, Redwood City, California, and our telephone number is (650) 832-1626. Our website address is www.biotricity.com.
The information on our website is not part of this prospectus. Our fiscal year end is March 31.
Business
Overview
Biotricity
Inc. is a medical technology company focused on biometric data monitoring solutions. Our aim is to deliver innovative, remote monitoring
solutions to the medical, healthcare, and consumer markets, with a focus on diagnostic and post-diagnostic solutions for lifestyle and
chronic illnesses. We approach the diagnostic side of remote patient monitoring by applying innovation within existing business models
where reimbursement is established. We believe this approach reduces the risk associated with traditional medical device development
and accelerates the path to revenue. In post-diagnostic markets, we intend to apply medical grade biometrics to enable consumers to self-manage,
thereby driving patient compliance and reducing healthcare costs. We intend to first focus on a segment of the diagnostic mobile cardiac
telemetry market, otherwise known as MCT, while providing our chosen markets with the capability to also perform other cardiac studies.
We
developed our FDA-cleared Bioflux® MCT technology, comprised of a monitoring device and software components, which we made
available to the market under limited release on April 6, 2018, in order to assess, establish and develop sales processes and market
dynamics. The fiscal year ended March 30, 2020 marked the Company’s first year of expanded commercialization efforts, focused on
sales growth and expansion. We have expanded our sales efforts to 26 states, with intention to expand further and compete in the
broader US market using an insourcing business model. Our technology has a large potential total addressable market, which can include
hospitals, clinics and physicians’ offices, as well as other IDTFs. We believe our solution’s insourcing model, which empowers
physicians with state-of-the-art technology and charges technology service fees for its use, has the benefit of a reduced operating overhead
for the Company, and enables a more efficient market penetration and distribution strategy. This, when combined with the value the Company’s
solution in the diagnosis of cardiac arrhythmias, enhancement of patient outcomes, improved patient compliance, and the corresponding
reduction of healthcare costs, is driving growth and increasing revenues.
We
are a technology company focused on earning utilization-based recurring technology fee revenue. The Company’s ability to grow this
type of revenue is predicated on the size and quality of its sales force and their ability to penetrate the market and place devices
with clinically focused, repeat users of its cardiac study technology. The Company plans to grow its sales force in order to address
new markets and achieve sales penetration in the markets currently served. The Company has also developed or is developing several other
ancillary technologies, which will require application for further FDA clearances, which the Company anticipates applying for within
the next to twelve months. Among these are:
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advanced
ECG analysis software that can analyze and synthesize patient ECG monitoring data with the purpose of distilling it down to the important
information that requires clinical intervention, while reducing the amount of human intervention necessary in the process; |
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|
|
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● |
the
Bioflux® 2.0, which is the next generation of our award winning Bioflux® |
During fiscal 2021,
the Company announced that it received a 510(k) clearance from the FDA for its Bioflux Software II System, engineered to improve
workflows and reduce estimated analysis time from 5 minutes to 30 seconds. ECG monitoring requires significant human oversight to review
and interpret incoming patient data to discern actionable events for clinical intervention, highlighting the necessity of driving operational
efficiency. This improvement in analysis time reduces operational costs and allows the company to continue to focus on excellent customer
service and industry-leading response times to physicians and their at-risk patients. Additionally, these advances mean we can focus
our resources on high-level operations and sales to help drive greater revenue.
During
the latter part of fiscal 2022, the Company completed development of its Biocare system, which is designed to service the chronic care
monitoring needs of clinics and cardiac patients on an ongoing basis. The Company concurrently launched its Bioheart product, which is
a wearable consumer device that is a personal heart monitor which allows the consumer to access constant and accurate heart rhythm monitoring.
In January 2022 the Company announced that it has received the 510(k)
FDA clearance of its Biotres patch solution, which is a novel product in the field of Holter monitoring. This three-lead technology can
provide connected Holter monitoring that is designed to produce more accurate arrythmia detection than is typical of competing remote
patient monitoring solutions. The Company has already developed further improvements to this technology that are expected to follow,
which are not known by the Company to be currently available in the market for clinical and consumer patch solution applications.
THE
OFFERING
| Issuer |
|
Biotricity Inc. |
| |
|
|
| Common Stock Offered by the Selling Stockholder |
|
10,947,201 shares |
| |
|
|
| Common Stock Outstanding before this offering |
|
49,927,049 shares |
| |
|
|
| Common Stock Outstanding after this offering |
|
49,927,049 shares |
| |
|
|
| Terms of this Offering |
|
The selling stockholders will determine when and how it will sell the Common Stock offered in this Prospectus, as described in “Plan of Distribution.” |
| |
|
|
| Use of Proceeds |
|
The selling stockholders will receive
the proceeds from the sale of shares of Common Stock offered hereby. We will not receive any proceeds from the sale of the shares of
Common Stock offered hereby. We will pay the expenses (other than any broker’s commissions and similar expenses) of this
offering. |
| |
|
|
| Trading Market |
|
Our Common Stock is listed on the Nasdaq Capital Market under the symbol “BTCY” |
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before making an investment decision, you should consider carefully the risks, uncertainties
and other factors described in our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent quarterly reports
on Form 10-Q and current reports on Form 8-K that we have filed or will file with the SEC, which are incorporated by reference into this
prospectus.
Our
business, affairs, prospects, assets, financial condition, results of operations and cash flows could be materially and adversely affected
by these risks. For more information about our SEC filings, please see “Where You Can Find More Information”.
USE
OF PROCEEDS
This
prospectus relates to shares of our Common Stock that may be offered and sold from time to time by the selling stockholders. We
will not receive any of the proceeds resulting from the sale of Common Stock by the selling stockholders.
DESCRIPTION
OF TRANSACTIONS WITH THE SELLING STOCKHOLDERS
In
connection with the Company’s reverse take-over of iMedical Innovations, Inc. in February 2016, certain investors were issued Exchangeable
Shares, which were convertible into shares of the Company’s Common Stock. Certain of those Exchangeable Shares that have not yet
been converted and which are convertible on a one for one basis into 1,442,782 shares of the Company’s Common Stock are being registered
pursuant to this prospectus.
Between
February 2016 and April 2022, we issued shares of Common Stock to certain Selling Shareholders who were advisors and consultants
to the Company. Of those shares 1,832,910 shares are being registered pursuant to this prospectus.
Between
February 2016 and June 2020, we issued shares of Common Stock to certain Selling Stockholders pursuant to private placement transactions.
Of those shares, 1,809,432 shares are being registered pursuant to this prospectus.
During
the year ended March 31, 2021, the Company issued $11,275,500 (face value) in two series of convertible promissory notes (the “Series
A Notes”) sold under subscription agreements to accredited investors, of which approximately $700,000 remains to be converted into
shares of the Company’s common stock. The Series A Notes mature one year from the final closing date of the offering and accrue
interest at 12% per annum.
For
the first series of Series A Notes, commencing six months following the issuance date of such Series A Notes, and at any time thereafter
(provided the holder of such Series A Notes has not received notice of the Company’s intent to prepay the note), at the sole election
of such holder, any amount of the outstanding principal and accrued interest of this note (the “Series A Outstanding Balance”)
may be converted into that number of shares of Common Stock equal to: (i) the Series A Outstanding Balance divided by (ii) 75% of the
volume weighted average price of the Common Stock for the five (5) trading days prior to the Conversion Date (the conversion price).
For
the first series of Series A Notes, the notes will automatically convert into common stock (in each case, subject to the trading volume
of the Company’s common stock being a minimum of $500,000 for each trading day in the twenty (20) consecutive trading days immediately
preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities
exchange, in which event the conversion price will be equal to 75% of the volume weighted average price of the common stock for the twenty
(20) trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity round of financing for gross
proceeds of greater than $5,000,000, in which event the conversion price will be equal to 75% of the price per share of the common stock
(or of the conversion price in the event of the sale of securities convertible into common stock) sold in such financing. The Company
may, at its discretion redeem the notes for 115% of their face value plus accrued interest.
For
the second series of Series A Notes, the notes will be convertible into shares of common stock, at the option of the holder, commencing
six months from issuance, at a conversion price equal to the lower of $4.00 per share or 75% of the volume weighted average price of
the common stock for the five (5) trading days prior to the conversion date.
For
the second series of Series A Notes, the notes will automatically convert into common stock (in each case, subject to the trading volume
of the Company’s common stock being a minimum of $500,000 for each trading day in the twenty (20) consecutive trading days immediately
preceding the conversion date), upon the earlier to occur of (i) the Company’s common stock being listed on a national securities
exchange, in which event the conversion price will be equal to the lower of $4.00 per share or 75% of the volume weighted average price
of the common stock for the 20 trading days prior to the conversion date, or (ii) upon the closing of the Company’s next equity
round of financing for gross proceeds of greater than $5,000,000, in which event the conversion price will be equal to the lower of $4.00
per share or 75% of the price per share of the common stock (or of the conversion price in the event of the sale of securities convertible
into common stock) sold in such financing. The Company may, at its discretion redeem the notes for 115% of their face value plus accrued
interest.
The
Company is obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a three-year
term from date of issuance and an exercise price that is 120% of the 20-day volume weighted average price of the Company’s common
shares at the time final closing.
The
Company is obligated to pay the placement agent of the first series of Series A Notes a 12% cash fee for $8,925,550 (face value) of the
notes and 2.5% cash fee and other sundry expenses for the remaining $2,350,000 (face value) of the notes.
Net
proceeds to the Company from Series A Notes issuance up to March 31, 2021 amounted to $10,135,690 after payment of the relevant financing
related fees.
The
Company is also obligated to issue warrants to the placement agent that have a 10-year term and cover 12% of funds raised for $8,925,550
(face value) of the notes (first series) of which approximately $200,000 remains to be converted into shares of the Company’s common
stock and 2.5% of funds raised for the remaining $2,350,000 (face value) of notes (second series) of which approximately $500,000 remains
to be converted into shares of the Company’s common stock, with an exercise price that is 120% of the 20-day volume weighted average
price of the Company’s common shares at the time final closing.
Prior
to final closing, the warrants’ exercise price is variable and will not be struck until that date.
Prior
to January 8, 2021 (final closing date), the Company determined that the conversion and redemption features, investor warrants and placement
agent warrants contained in those Series A Notes represented a single compound derivative liability that meets the requirements for liability
classification under ASC 815. The Company accounted for these obligations by determining the fair value of the related derivative liabilities
associated with the embedded conversion and redemption features, as well as investor warrants and placement agent warrants. The initial
fair value of the derivative liabilities generated as a result of issuing the Series A Notes that were issued until March 31, 2021 was
$6,932,194.
Subsequently,
the exercise price of all warrants was concluded and locked as of January 8, 2021. Since the exercise price was no longer a
variable, the Company concluded that the noteholder and placement agent warrants should no longer be accounted for as a derivative liability
in accordance with ASC 815 guidelines related to equity indexation and classification. The derivative liabilities related to those warrants
were therefore marked to market as of January 8, 2021 and then transferred to equity (collectively, “End of warrants derivative
treatment”).
At
March 31, 2021, 733,085 common shares were issued and 18,402 common shares would be issued subsequent to year-end.
In
addition, during the year ended March 31, 2021, the Company also issued $1,312,500 (face value) of convertible promissory notes (“Series
B Notes”) to various accredited investors, of which $840,000 have not yet been converted.
Commencing
six months following the issuance date of such Series B Notes, and at any time thereafter, subject to the Company’s Conversion
Buyout clause (as defined in the Series B Notes), at the sole election of the holder, any amount of the outstanding principal and accrued
interest of the note (the “Series B Outstanding Balance”) may be converted into that number of shares of Common Stock equal
to: (i) the Series B Outstanding Balance divided by (ii) the Conversion Price. Partial conversions of the note shall have the effect
of lowering the outstanding principal amount of the note. The holder may exercise such conversion right by providing written notice to
the Company of such exercise in a form reasonably acceptable to the Company (a “conversion notice”). Conversion price means
(subject in all cases to proportionate adjustment for stock splits, stock dividends, and similar transactions), seventy-five percent
(75%) multiplied by the average of the three (3) lowest closing prices during the previous ten (10) trading days prior to the receipt
of the conversion notice.
The
Series B Notes will automatically convert into common stock upon a merger, consolidation, exchange of shares, recapitalization, reorganization,
as a result of which the Company’s common stock shall be changed into another class or classes of stock of the Company or another
entity, or in the case of the sale of all or substantially all of the assets of the Company other than a complete liquidation of the
Company. Within the first 180 days after the issuance date, the Company may, at its discretion redeem the notes for 115% of their face
value plus accrued interest.
The
Company is obligated to issue warrants that accompany the convertible notes and provide 50% warrant coverage. The warrants have a three-year
term from date of issuance and an exercise price that is $1.06 per share for 100,000 warrant shares and $1.50 per share for 212,500
warrant shares.
Net
proceeds to the Company from convertible note issuances to March 31, 2021 amounted to $1,240,000 after the original issuance discount
as well as payment of the financing related fees. The Company determined that the conversion and redemption features contained in the
Series B Notes represented a single compound derivative liability that meets the requirements for liability classification under ASC
815. The Company accounted for these obligations by determining the fair value of the related derivative liability associated with the
embedded conversion and redemption features. The initial fair value of the derivative liabilities generated as a result of issuing the
Series B Notes was $497,042.
In
connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities
Act of 1933, as amended, for transactions not involving a public offering.
SELLING
STOCKHOLDERS
| Name of Selling Stockholder | |
| |
Number
of Shares Beneficially Owned # | | |
Shares
of Common Stock Offered by the Selling Stockholder | | |
Shares
Underlying Warrants | | |
Shares
Underlying Exchangeable Shares | | |
Unconverted Convertible Notes Outstanding
(assumed VWAP of $3) | | |
Unregistered
Shares Beneficially Owned After Offering Number | | |
% of
Shares Owned After Offering Percent | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| 1903790 ONTARIO INC | |
(7) | |
| 544,711 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| 484,711 | | |
| * | |
| 2427304 Ontario Inc. | |
(5) | |
| 111,793 | | |
| 60,000 | | |
| - | | |
| 111,793 | | |
| | | |
| 51,793 | | |
| * | |
| Abdulla Silim (1) | |
(5) | |
| 11,969 | | |
| 11,969 | | |
| - | | |
| 11,969 | | |
| | | |
| - | | |
| - | |
| ABRAR HUSSAIN | |
(7) | |
| 60,000 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| Albert Landstrom | |
(3) | |
| 60,425 | | |
| - | | |
| 60,425 | | |
| | | |
| | | |
| 60,425 | | |
| * | |
| Ali Bokhari (1) | |
(5) | |
| 11,969 | | |
| 11,969 | | |
| - | | |
| 11,969 | | |
| | | |
| - | | |
| - | |
| ALISON SLORACH | |
(7) | |
| 13,333 | | |
| 13,333 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| ALLEN GABRIEL | |
(1) | |
| 93,999 | | |
| 46,829 | | |
| 47,170 | | |
| | | |
| | | |
| 47,170 | | |
| * | |
| ALLIANCE TRUST COMPANY | |
(1) | |
| 182,302 | | |
| 87,962 | | |
| 94,340 | | |
| | | |
| | | |
| 94,340 | | |
| * | |
| ALOK AGRAWAL | |
(1) | |
| 10,303 | | |
| 4,407 | | |
| 5,896 | | |
| | | |
| | | |
| 5,896 | | |
| * | |
| AMER A SAMAD | |
(7) | |
| 35,883 | | |
| 35,883 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| ANSARI AMERICAN HOLDINGS LLC | |
(7) | |
| 1,436,322 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| 1,376,322 | | |
| 2.76 | % |
| ARTHUR HIESS | |
(7) (8) | |
| 182,948 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| 122,948 | | |
| * | |
| Arthur Steinberg | |
(1) | |
| 22,853 | | |
| 22,853 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| ASHOK PATEL | |
(1) | |
| 22,529 | | |
| 10,737 | | |
| 11,792 | | |
| | | |
| | | |
| 11,792 | | |
| * | |
| ASIAN GATEWAY LTD | |
(1) | |
| 112,336 | | |
| 53,374 | | |
| 58,962 | | |
| | | |
| | | |
| 58,962 | | |
| * | |
| ASIF MUSTAFA | |
(7) | |
| 59,846 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| (154 | ) | |
| - | |
| Atik Nakrawala (1) | |
(5) | |
| 2,393 | | |
| 2,393 | | |
| - | | |
| 2,393 | | |
| | | |
| - | | |
| - | |
| BARRET MARSHALL MILLER | |
(1) | |
| 9,006 | | |
| 4,289 | | |
| 4,717 | | |
| | | |
| | | |
| 4,717 | | |
| * | |
| BARRY PRESSMAN | |
(7) | |
| 148,490 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| 88,490 | | |
| * | |
| BARRY SAXE | |
(1) | |
| 22,556 | | |
| 10,764 | | |
| 11,792 | | |
| | | |
| | | |
| 11,792 | | |
| * | |
| BASIL CHRISTAKOS | |
(7) | |
| 661 | | |
| 661 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| BLAINE 2000 REVOCABLE TRUST | |
(1) | |
| 208,963 | | |
| 114,623 | | |
| 94,340 | | |
| | | |
| | | |
| 94,340 | | |
| * | |
| BMM CAPITAL LLC | |
(1) | |
| 90,058 | | |
| 42,888 | | |
| 47,170 | | |
| | | |
| | | |
| 47,170 | | |
| * | |
| BRADLEY & LORI ABESON REV FAMILY TRUST | |
(1) | |
| 31,546 | | |
| 22,584 | | |
| 8,962 | | |
| | | |
| | | |
| 8,962 | | |
| * | |
| BRIAN LANGHAM | |
(1) | |
| 68,483 | | |
| 33,106 | | |
| 35,377 | | |
| | | |
| | | |
| 35,377 | | |
| * | |
| BRIAN LONNER | |
(1) | |
| 112,765 | | |
| 53,803 | | |
| 58,962 | | |
| | | |
| | | |
| 58,962 | | |
| * | |
| BRIAN SKILLERN | |
(1) | |
| 45,000 | | |
| 21,415 | | |
| 23,585 | | |
| | | |
| | | |
| 23,585 | | |
| * | |
| BRIAN WHEELER | |
(1) | |
| 25,424 | | |
| 25,424 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| BRUCE CLARKE & PAULA IGNATOWICZ TTEES | |
(7) | |
| 13,500 | | |
| 13,500 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| BRUCE MCFADDEN | |
(7) | |
| 3,900 | | |
| 3,900 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| BURT STANGARONE | |
(1) | |
| 62,943 | | |
| 29,924 | | |
| 33,019 | | |
| | | |
| | | |
| 33,019 | | |
| * | |
| CALCOTT FAMILY TRUST | |
(1) | |
| 116,267 | | |
| 69,097 | | |
| 47,170 | | |
| | | |
| | | |
| 47,170 | | |
| * | |
| CHARLES G GATES | |
(1) | |
| 32,211 | | |
| 32,211 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| CHITAYAT HOLDINGS LLC | |
(1) | |
| 45,158 | | |
| 21,573 | | |
| 23,585 | | |
| | | |
| | | |
| 23,585 | | |
| * | |
| CHRIS DEGROAT | |
(7) | |
| 1,032 | | |
| 1,032 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| CHRISTOPHER CLARK | |
(3) | |
| 83,349 | | |
| 83,349 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| Name of Selling Stockholder | |
| |
Number
of Shares Beneficially Owned # | | |
Shares
of Common Stock Offered by the Selling Stockholder | | |
Shares
Underlying Warrants | | |
Shares
Underlying Exchangeable Shares | | |
Unconverted
Convertible Notes Outstanding (assuming VWAP of $3) | | |
Unregistered
Shares Beneficially Owned After Offering Number | | |
% of
Shares Owned After Offering Percent | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| CHRISTOPHER HUBBARD | |
(7) | |
| 14,286 | | |
| 14,286 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| CHRISTOPHER P GUTEK | |
(1) | |
| 33,865 | | |
| 10,280 | | |
| 23,585 | | |
| | | |
| | | |
| 23,585 | | |
| * | |
| CLAYTON M SNOOK | |
(1) | |
| 21,403 | | |
| 9,611 | | |
| 11,792 | | |
| | | |
| | | |
| 11,792 | | |
| * | |
| CLAYTON STRUVE | |
(1) | |
| 156,908 | | |
| 95,587 | | |
| 61,321 | | |
| | | |
| | | |
| 61,321 | | |
| * | |
| COHEN FAMILY TRUST | |
(1) | |
| 91,539 | | |
| 42,482 | | |
| 49,057 | | |
| | | |
| | | |
| 49,057 | | |
| * | |
| COLLEGIATE TUTORING INC | |
(1) | |
| 16,485 | | |
| 7,051 | | |
| 9,434 | | |
| | | |
| | | |
| 9,434 | | |
| * | |
| CONNIFF FAMILY TRUST | |
(1) | |
| 21,477 | | |
| 9,685 | | |
| 11,792 | | |
| | | |
| | | |
| 11,792 | | |
| * | |
| COREY DEUTSCH | |
(7) | |
| 50,000 | | |
| 50,000 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| CRAIG BORDON | |
(1) | |
| 51,909 | | |
| 23,607 | | |
| 28,302 | | |
| | | |
| | | |
| 28,302 | | |
| * | |
| CRISTIAN JOSE LAPRIDA | |
(7) | |
| 16,666 | | |
| 16,666 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| Dan Mancuso | |
(3) | |
| 6,868 | | |
| - | | |
| 6,868 | | |
| | | |
| | | |
| 6,868 | | |
| * | |
| DAN’S DOORS & GLASS LIMITED | |
(7) | |
| 24,843 | | |
| 24,843 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| David Allen | |
(3) | |
| 5,000 | | |
| - | | |
| 5,000 | | |
| | | |
| | | |
| 5,000 | | |
| * | |
| DAVID JONG | |
(7) | |
| 16,850 | | |
| 16,850 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| DAVID LIEPERT | |
(6) | |
| 25,000 | | |
| 25,000 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| DAVID RICHARD JOHNSON TTEE | |
(7) | |
| 11,532 | | |
| 11,532 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| DAVID SLORACH | |
(7) | |
| 27,619 | | |
| 27,619 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| DAVID ZEHARIA | |
(7) | |
| 140,608 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| 80,608 | | |
| * | |
| DELL DARRELL ROLAND | |
(1) | |
| 12,798 | | |
| 12,798 | | |
| | | |
| | | |
| | | |
| - | | |
| - | |
| DEREK SLORACH | |
(7) | |
| 6,667 | | |
| 6,667 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| DIANE DOWSETT | |
(7) | |
| 20,993 | | |
| 20,993 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| DONALD P SESTERHENN | |
(7) | |
| 14,300 | | |
| 14,300 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| DONALD R CROWLEY | |
(1) | |
| 40,248 | | |
| 40,248 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| DOUGLAS KNIGHTON | |
(1) | |
| 46,590 | | |
| 22,533 | | |
| 24,057 | | |
| | | |
| | | |
| 24,057 | | |
| * | |
| DRAPER INC | |
(7) | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| DUE MONDI INVESTMENTS LTD | |
(1) | |
| 22,556 | | |
| 10,764 | | |
| 11,792 | | |
| | | |
| | | |
| 11,792 | | |
| * | |
| DUNLAP CAPITAL PARTNERS | |
(2) | |
| 580,148 | | |
| 273,544 | | |
| 306,604 | | |
| | | |
| 201,818 | | |
| 306,604 | | |
| * | |
| DYKE ROGERS | |
(7) | |
| 18,857 | | |
| 18,857 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| EDWARD ROTTER | |
(1) | |
| 90,008 | | |
| 42,838 | | |
| 47,170 | | |
| | | |
| | | |
| 47,170 | | |
| * | |
| EDWIN ROBERSON | |
(7) | |
| 36,193 | | |
| 36,193 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| EKM CAPITAL LLC | |
(1) | |
| 9,006 | | |
| 4,289 | | |
| 4,717 | | |
| | | |
| | | |
| 4,717 | | |
| * | |
| ELDORET LLC | |
(1) | |
| 92,120 | | |
| 44,950 | | |
| 47,170 | | |
| | | |
| | | |
| 47,170 | | |
| * | |
| ELEVEN 11 FINANCIAL LLC | |
(1) | |
| 41,218 | | |
| 41,218 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| ELISE HENDRICKSEN | |
(7) | |
| 38,287 | | |
| 38,287 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| ERNEST W MOODY TTEE | |
(7) | |
| 169,739 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| 109,739 | | |
| * | |
| FAISAL B JOSEPH | |
(6) | |
| 97,500 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| 37,500 | | |
| * | |
| FRANCIS LYMBURNER | |
(1) | |
| 305,284 | | |
| 147,737 | | |
| 157,547 | | |
| | | |
| | | |
| 157,547 | | |
| * | |
| FRED BIALEK | |
(1) | |
| 44,977 | | |
| 21,392 | | |
| 23,585 | | |
| | | |
| | | |
| 23,585 | | |
| * | |
| G&D CONNIFF LLC | |
(1) | |
| 21,477 | | |
| 9,685 | | |
| 11,792 | | |
| | | |
| | | |
| 11,792 | | |
| * | |
| Gary Saccaro | |
(3) | |
| 138,444 | | |
| - | | |
| 138,444 | | |
| | | |
| | | |
| 138,444 | | |
| * | |
| GARY W LEVINE | |
(1) | |
| 90,288 | | |
| 43,118 | | |
| 47,170 | | |
| | | |
| | | |
| 47,170 | | |
| * | |
| GEORGE MARTIN | |
(1) | |
| 103,197 | | |
| 46,593 | | |
| 56,604 | | |
| | | |
| | | |
| 56,604 | | |
| * | |
| GERALD A TOMSIC 1995 TRUST | |
(1) | |
| 45,839 | | |
| 22,254 | | |
| 23,585 | | |
| | | |
| | | |
| 23,585 | | |
| * | |
| GERALD MCBRIDE | |
(1) | |
| 181,930 | | |
| 87,590 | | |
| 94,340 | | |
| | | |
| | | |
| 94,340 | | |
| * | |
| GREG SYMONS | |
(7) | |
| 43,333 | | |
| 43,333 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| Gregory Gomes | |
(1) | |
| 43,767 | | |
| 20,182 | | |
| 23,585 | | |
| | | |
| 20,182 | | |
| 23,585 | | |
| * | |
| GUILLERMO IVANISSEVICH | |
(6) | |
| 10,000 | | |
| 10,000 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| Harry Striplin | |
(3) | |
| 5,295 | | |
| - | | |
| 5,295 | | |
| | | |
| | | |
| 5,295 | | |
| * | |
| HASAN AHMED MALIK | |
(7) | |
| 28,571 | | |
| 28,571 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| HAZEM ALGENDI | |
(3) | |
| 185 | | |
| 185 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| Name of Selling Stockholder | |
| |
Number
of Shares Beneficially Owned # | | |
Shares
of Common Stock Offered by the Selling Stockholder | | |
Shares
Underlying Warrants | | |
Shares
Underlying Exchangeable Shares | | |
Unconverted
Convertible Notes Outstanding (assuming VWAP of $3) | | |
Unregistered
Shares Beneficially Owned After Offering Number | | |
% of
Shares Owned After Offering Percent | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| HELIOS ALPHA FUND, LP | |
(2) | |
| 1,388,824 | | |
| 704,862 | | |
| 683,962 | | |
| | | |
| | | |
| 683,962 | | |
| 1.37 | % |
| HUNSE INVESTMENTS LP | |
(1) | |
| 27,118 | | |
| 12,967 | | |
| 14,151 | | |
| | | |
| | | |
| 14,151 | | |
| * | |
| Idris Elbakri (1) | |
(5) | |
| 71,816 | | |
| 60,000 | | |
| - | | |
| 71,816 | | |
| | | |
| 11,816 | | |
| * | |
| IMRAN TOUFEEQ | |
(7) | |
| 18,392 | | |
| 18,392 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| IRTH COMMUNICATIONS LLC | |
(6) | |
| 60,000 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| ISA AL-KHALIFA | |
(7) | |
| 2,814,594 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| 2,754,594 | | |
| 5.52 | % |
| JACOB ROSENBERG | |
(1) | |
| 70,642 | | |
| 47,057 | | |
| 23,585 | | |
| | | |
| | | |
| 23,585 | | |
| * | |
| JAMES E BUTCHER | |
(1) | |
| 22,420 | | |
| 22,420 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| JAMES G DIEMERT | |
(1) | |
| 45,437 | | |
| 21,852 | | |
| 23,585 | | |
| | | |
| | | |
| 23,585 | | |
| * | |
| JASON CHIRIANO | |
(1) | |
| 103,009 | | |
| 55,839 | | |
| 47,170 | | |
| | | |
| | | |
| 47,170 | | |
| * | |
| JAVIER SANCHEZ | |
(7) | |
| 11,279 | | |
| 11,279 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| JEFFREY TARRAND | |
(1) | |
| 45,112 | | |
| 21,527 | | |
| 23,585 | | |
| | | |
| | | |
| 23,585 | | |
| * | |
| JEFFREY WOO | |
(6) | |
| 299,229 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| 239,229 | | |
| * | |
| JENNIFER COOK | |
(5) | |
| 612,107 | | |
| 60,000 | | |
| - | | |
| 478,774 | | |
| | | |
| 552,107 | | |
| 1.11 | % |
| JESSICA Ayanoglou | |
(6) | |
| 128,048 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| 68,048 | | |
| * | |
| JIMMY GU | |
(6) | |
| 120,714 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| 60,714 | | |
| * | |
| JOE MARTIN | |
(1) | |
| 34,592 | | |
| 16,903 | | |
| 17,689 | | |
| | | |
| | | |
| 17,689 | | |
| * | |
| JOHN DUSHINSKI | |
(5) | |
| 370,742 | | |
| 60,000 | | |
| - | | |
| 179,540 | | |
| | | |
| 310,742 | | |
| * | |
| JOHN NOLE | |
(3) | |
| 3,774 | | |
| 3,774 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| JOHN SILVESTRI | |
(7) | |
| 38,287 | | |
| 38,287 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| JOHN ZIEGLER | |
(7) | |
| 83,333 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| 23,333 | | |
| * | |
| JOSEPH HOSTETLER | |
(7) | |
| 12,712 | | |
| 12,712 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| JOSEPH MANZI | |
(7) | |
| 15,000 | | |
| 15,000 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| JUHA TUOMINEN | |
(1) | |
| 145,523 | | |
| 86,561 | | |
| 58,962 | | |
| | | |
| | | |
| 58,962 | | |
| * | |
| JULIE M OSBORNE | |
(7) | |
| 6,667 | | |
| 6,667 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| KAM CAPITAL LLC | |
(1) | |
| 9,006 | | |
| 4,289 | | |
| 4,717 | | |
| | | |
| | | |
| 4,717 | | |
| * | |
| KAMALJIT KHARA | |
(1) | |
| 50,804 | | |
| 50,804 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| KEITH GELLES | |
(1) | |
| 229,793 | | |
| 135,453 | | |
| 94,340 | | |
| | | |
| | | |
| 94,340 | | |
| * | |
| KENNETH LISZEWSKI | |
(1) | |
| 14,326 | | |
| 7,251 | | |
| 7,075 | | |
| | | |
| | | |
| 7,075 | | |
| * | |
| KENT H ELLIOTT | |
(1) | |
| 83,326 | | |
| 59,741 | | |
| 23,585 | | |
| | | |
| | | |
| 23,585 | | |
| * | |
| KEVIN EIKE | |
(1) | |
| 66,602 | | |
| 47,734 | | |
| 18,868 | | |
| | | |
| | | |
| 18,868 | | |
| * | |
| KIM MCKENZIE | |
(7) | |
| 24,692 | | |
| 24,692 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| LEANNE DOLAN | |
(7) | |
| 3,898 | | |
| 3,898 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| LEONARD MAZUR | |
(7) | |
| 132,794 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| 72,794 | | |
| * | |
| LIFESTYLE HEALTHCARE LLC | |
(6) | |
| 421,823 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| 361,823 | | |
| * | |
| LORRAINE MAXFIELD | |
(3) | |
| 2,014 | | |
| 2,014 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| LOVESTRONG SHAH INC | |
(6) | |
| 6,250 | | |
| 6,250 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| MALAKA EL-AILY | |
(7) | |
| 15,866 | | |
| 15,866 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| MARC COHEN | |
(1) | |
| 49,721 | | |
| 23,778 | | |
| 25,943 | | |
| | | |
| | | |
| 25,943 | | |
| * | |
| MARK AZZOPARDI | |
(1) | |
| 11,792 | | |
| 11,792 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| MARK SANCHEZ | |
(6) | |
| 9,143 | | |
| 9,143 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| MARK SPATES | |
(1) | |
| 90,078 | | |
| 42,908 | | |
| 47,170 | | |
| | | |
| | | |
| 47,170 | | |
| * | |
| MARK SUWYN | |
(1) | |
| 314,496 | | |
| 149,402 | | |
| 165,094 | | |
| | | |
| 60,546 | | |
| 165,094 | | |
| * | |
| MARTA WYPYCH | |
(3) | |
| 40,737 | | |
| 40,737 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| MARTIN BUTTERICK | |
(7) | |
| 25,524 | | |
| 25,524 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| Martin Vidou | |
(6) | |
| 4,167 | | |
| 4,167 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| Mason Sexton | |
(3) | |
| 5,284 | | |
| - | | |
| 5,284 | | |
| | | |
| | | |
| 5,284 | | |
| * | |
| MERRI MOKEN | |
(1) | |
| 45,892 | | |
| 22,307 | | |
| 23,585 | | |
| | | |
| | | |
| 23,585 | | |
| * | |
| Name of Selling Stockholder | |
| |
Number
of Shares Beneficially Owned # | | |
Shares
of Common Stock Offered by the Selling Stockholder | | |
Shares
Underlying Warrants | | |
Shares
Underlying Exchangeable Shares | | |
Unconverted
Convertible Notes Outstanding (assuming VWAP of $3) | | |
Unregistered
Shares Beneficially Owned After Offering Number | | |
% of
Shares Owned After Offering Percent | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| MICHAEL AHEARN | |
(1) | |
| 40,524 | | |
| 19,298 | | |
| 21,226 | | |
| | | |
| | | |
| 21,226 | | |
| * | |
| MICHAEL G CHIECO | |
(1) | |
| 36,787 | | |
| 17,919 | | |
| 18,868 | | |
| | | |
| | | |
| 18,868 | | |
| * | |
| MICHAEL GINDER | |
(1) | |
| 44,940 | | |
| 21,355 | | |
| 23,585 | | |
| | | |
| | | |
| 23,585 | | |
| * | |
| MIDAS RIVER INC | |
(6) | |
| 40,318 | | |
| 40,318 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| MIKE ZIMMERMAN | |
(1) | |
| 40,563 | | |
| 19,337 | | |
| 21,226 | | |
| | | |
| | | |
| 21,226 | | |
| * | |
| MIR AMIR ALI | |
(6) (9) | |
| 1,146,345 | | |
| 1,146,345 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| MIS EQUITY STRATEGIES LP | |
(1) | |
| 45,354 | | |
| 21,769 | | |
| 23,585 | | |
| | | |
| | | |
| 23,585 | | |
| * | |
| MOHAMMAD JAINAL BHUIYAN | |
(3) | |
| 587,045 | | |
| 490,000 | | |
| 97,045 | | |
| | | |
| | | |
| 97,045 | | |
| * | |
| MOHAMMAD SIDDIQUI | |
(7) | |
| 646,345 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| 586,345 | | |
| 1.17 | % |
| MONTE ANGLIN | |
(1) | |
| 22,579 | | |
| 10,787 | | |
| 11,792 | | |
| | | |
| | | |
| 11,792 | | |
| * | |
| MUNRO FASTENINGS & TEXTILES | |
(6) | |
| 14,286 | | |
| 14,286 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| Naveed Malik (1) | |
(5) | |
| 502,713 | | |
| 60,000 | | |
| - | | |
| 502,713 | | |
| | | |
| 442,713 | | |
| * | |
| NICHOLAS ADAMS | |
(1) | |
| 44,940 | | |
| 21,355 | | |
| 23,585 | | |
| | | |
| | | |
| 23,585 | | |
| * | |
| NICK PANAYOTOU | |
(1) | |
| 587,260 | | |
| 304,241 | | |
| 283,019 | | |
| | | |
| | | |
| 283,019 | | |
| * | |
| NICKOLAY KUKEKOV | |
(3) | |
| 307,045 | | |
| 210,000 | | |
| 97,045 | | |
| | | |
| | | |
| 97,045 | | |
| * | |
| NOAH ANDERSON | |
(1) | |
| 83,261 | | |
| 36,091 | | |
| 47,170 | | |
| | | |
| | | |
| 47,170 | | |
| * | |
| NORTHLEA PARTNERS LTD | |
(1) | |
| 22,760 | | |
| 10,968 | | |
| 11,792 | | |
| | | |
| | | |
| 11,792 | | |
| * | |
| PABLO FALABELLA | |
(7) | |
| 15,000 | | |
| 15,000 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| PANTHER CONSULTING INC | |
(6) | |
| 217,000 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| 157,000 | | |
| * | |
| PAUL GLAUBER | |
(1) | |
| 21,576 | | |
| 9,784 | | |
| 11,792 | | |
| | | |
| | | |
| 11,792 | | |
| * | |
| PAUL P ALATI | |
(1) | |
| 41,508 | | |
| 29,716 | | |
| 11,792 | | |
| | | |
| | | |
| 11,792 | | |
| * | |
| PAULSON INVESTMENT COMPANY LLC | |
(3) | |
| 309,511 | | |
| 139,432 | | |
| 170,079 | | |
| | | |
| | | |
| 170,079 | | |
| * | |
| PEDRITO FALABELLA | |
(6) | |
| 20,000 | | |
| 20,000 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| PEDRO FALABELLA | |
(6) | |
| 60,000 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| PETER COLETTIS | |
(1) | |
| 39,924 | | |
| 18,698 | | |
| 21,226 | | |
| | | |
| | | |
| 21,226 | | |
| * | |
| Peter Fogarty | |
(3) | |
| 89,859 | | |
| - | | |
| 89,859 | | |
| | | |
| | | |
| 89,859 | | |
| * | |
| PINEWOOD TRADING FUND LP | |
(7) | |
| 76,593 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| 16,593 | | |
| * | |
| PLATINUM POINT CAPITAL LLC | |
(4) | |
| 966,463 | | |
| 341,463 | | |
| 625,000 | | |
| | | |
| 341,463 | | |
| 625,000 | | |
| 1.25 | % |
| POI LLC | |
(7) | |
| 111,368 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| 51,368 | | |
| * | |
| PORTER PARTNERS LP | |
(1) | |
| 380,374 | | |
| 191,695 | | |
| 188,679 | | |
| | | |
| | | |
| 188,679 | | |
| * | |
| RALPH WHARTON | |
(1) | |
| 67,697 | | |
| 32,320 | | |
| 35,377 | | |
| | | |
| | | |
| 35,377 | | |
| * | |
| RANDY RABIN | |
(1) | |
| 21,585 | | |
| 9,793 | | |
| 11,792 | | |
| | | |
| | | |
| 11,792 | | |
| * | |
| RANDY SEARS | |
(7) | |
| 14,286 | | |
| 14,286 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| RIAZUL HUDA | |
(7) | |
| 678,549 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| 618,549 | | |
| 1.25 | % |
| ROBERT A JUVE | |
(1) | |
| 136,274 | | |
| 66,463 | | |
| 69,811 | | |
| | | |
| | | |
| 69,811 | | |
| * | |
| ROBERT BECK | |
(1) | |
| 83,146 | | |
| 59,561 | | |
| 23,585 | | |
| | | |
| | | |
| 23,585 | | |
| * | |
| ROBERT HOROWITZ | |
(1) | |
| 83,647 | | |
| 36,477 | | |
| 47,170 | | |
| | | |
| | | |
| 47,170 | | |
| * | |
| ROBERT HUPFER | |
(1) | |
| 41,508 | | |
| 29,716 | | |
| 11,792 | | |
| | | |
| | | |
| 11,792 | | |
| * | |
| ROBERT MONROE | |
(1) | |
| 195,622 | | |
| 101,282 | | |
| 94,340 | | |
| | | |
| | | |
| 94,340 | | |
| * | |
| ROBERT SETTEDUCATI | |
(3) | |
| 83,349 | | |
| 83,349 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| ROGER WRIGHT | |
(7) | |
| 14,285 | | |
| 14,285 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| RON HOLMAN | |
(7) | |
| 14,500 | | |
| 14,500 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| RONALD AHMANN | |
(7) | |
| 14,500 | | |
| 14,500 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| RONALD WEAVER | |
(1) | |
| 24,386 | | |
| 11,650 | | |
| 12,736 | | |
| | | |
| | | |
| 12,736 | | |
| * | |
| RWH PROPERTIES LLC | |
(7) | |
| 22,732 | | |
| 22,732 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| RZI CONSULTING LLC | |
(6) | |
| 25,000 | | |
| 25,000 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| SANDRA MARCINKO | |
(7) | |
| 14,286 | | |
| 14,286 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| SANTIAGO LOZA | |
(7) | |
| 5,000 | | |
| 5,000 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| Name of Selling Stockholder | |
| |
Number
of Shares Beneficially Owned # | | |
Shares
of Common Stock Offered by the Selling Stockholder | | |
Shares
Underlying Warrants | | |
Shares
Underlying Exchangeable Shares | | |
Unconverted
Convertible Notes Outstanding (assuming VWAP of $3) | | |
Unregistered
Shares Beneficially Owned After Offering Number | | |
% of
Shares Owned After Offering Percent | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| SEAN MCCANCE | |
(1) | |
| 589,566 | | |
| 282,962 | | |
| 306,604 | | |
| | | |
| | | |
| 306,604 | | |
| * | |
| SHANKAR DAS | |
(1) | |
| 24,183 | | |
| 12,391 | | |
| 11,792 | | |
| | | |
| | | |
| 11,792 | | |
| * | |
| SOHAIRA SIDDIQUI | |
(7) | |
| 758,845 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| 698,845 | | |
| 1.40 | % |
| STARGAZER ORIGINALS | |
(7) | |
| 14,286 | | |
| 14,286 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| STARLA GOFF | |
(7) | |
| 1,536 | | |
| 1,536 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| STEPHEN CONNOR | |
(1) | |
| 22,674 | | |
| 10,882 | | |
| 11,792 | | |
| | | |
| | | |
| 11,792 | | |
| * | |
| STEVEN R ROTHSTEIN | |
(1) | |
| 27,067 | | |
| 12,916 | | |
| 14,151 | | |
| | | |
| | | |
| 14,151 | | |
| * | |
| SUSAN ROGERS | |
(7) | |
| 21,124 | | |
| 21,124 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| SYED AHSAN ASLAM | |
(7) | |
| 119,693 | | |
| 60,000 | | |
| - | | |
| | | |
| | | |
| 59,693 | | |
| * | |
| SYED MUNIRUDDIN HASAN | |
(7) | |
| 7,357 | | |
| 7,357 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| SYED SALMAN RAZZAQI | |
(7) | |
| 12,017 | | |
| 12,017 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| Tarek Fakhuri (1) | |
(5) | |
| 47,877 | | |
| 47,877 | | |
| - | | |
| 47,877 | | |
| | | |
| - | | |
| - | |
| THE CLEMETSON FAMILY TRUST | |
(7) | |
| 3,900 | | |
| 3,900 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| THE GBS LIVING TRUST | |
(1) | |
| 82,873 | | |
| 45,138 | | |
| 37,735 | | |
| | | |
| | | |
| 37,735 | | |
| * | |
| THOMAS ENDRES | |
(3) | |
| 3,537 | | |
| 3,537 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| THOMAS GATELY | |
(1) | |
| 36,898 | | |
| 18,030 | | |
| 18,868 | | |
| | | |
| | | |
| 18,868 | | |
| * | |
| THOMAS GRUBER | |
(1) | |
| 179,735 | | |
| 85,395 | | |
| 94,340 | | |
| | | |
| | | |
| 94,340 | | |
| * | |
| THOMAS H BUTCHER | |
(1) | |
| 45,849 | | |
| 45,849 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| THOMAS MCCHESNEY | |
(1) | |
| 12,689 | | |
| 12,689 | | |
| | | |
| | | |
| | | |
| - | | |
| - | |
| THOMAS NOLAN | |
(1) | |
| 90,712 | | |
| 43,542 | | |
| 47,170 | | |
| | | |
| | | |
| 47,170 | | |
| * | |
| THOMAS PARIGIAN | |
(3) | |
| 72,761 | | |
| 72,761 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| Vaani Sigamany (1) | |
(5) | |
| 23,938 | | |
| 23,938 | | |
| - | | |
| 23,938 | | |
| | | |
| - | | |
| - | |
| VERENA FABIAN | |
(1) | |
| 49,996 | | |
| 35,845 | | |
| 14,151 | | |
| | | |
| | | |
| 14,151 | | |
| * | |
| VERONICA MARANO | |
(1) | |
| 270,382 | | |
| 128,872 | | |
| 141,510 | | |
| | | |
| | | |
| 141,510 | | |
| * | |
| VIJAY PATEL | |
(1) | |
| 64,787 | | |
| 29,410 | | |
| 35,377 | | |
| | | |
| | | |
| 35,377 | | |
| * | |
| WAMOH LLC | |
(1) | |
| 66,041 | | |
| 30,664 | | |
| 35,377 | | |
| | | |
| | | |
| 35,377 | | |
| * | |
| WAYNE WESTERMAN | |
(1) | |
| 45,276 | | |
| 21,691 | | |
| 23,585 | | |
| | | |
| | | |
| 23,585 | | |
| * | |
| WILD WEST CAPITAL | |
(2) | |
| 239,334 | | |
| 121,409 | | |
| 117,925 | | |
| | | |
| | | |
| 117,925 | | |
| * | |
| WILLIAM H COSTIGAN | |
(1) | |
| 17,371 | | |
| 10,296 | | |
| 7,075 | | |
| | | |
| | | |
| 7,075 | | |
| * | |
| WILLIAM M STOCKER III | |
(1) | |
| 135,265 | | |
| 64,510 | | |
| 70,755 | | |
| | | |
| | | |
| 70,755 | | |
| * | |
| ZORAN CHURCHIN | |
(6) | |
| 52,401 | | |
| 52,401 | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
| Total | |
| |
| 26,684,865 | | |
| 10,947,201 | | |
| 6,299,401 | | |
| 1,442,782 | | |
| 624,009 | | |
| 15,737,664 | | |
| 31.5 | % |
#
Includes shares of Common Stock underlying warrants in certain cases, which shares will not be registered under this registration statement.
*
Denotes less than 1%.
(1) Shares underlying
first series of Series A Notes issued from June 2020 to February 2021.
(2) Shares underlying
second series of Series A Notes issued from December 2020 to February 2021.
(3) Shares underlying
Placement Agent compensation costs associated with the issuance Series A Notes; share-based compensation was issued in February 2021.
(4) Shares underlying
Series B Notes issued in February 2021.
(5) Shares underlying
Exchangeable Shares issued to investors as part of the Company’s reverse take-over of iMedical Innovations Inc. in February 2016.
(6) Shares issued to
advisors and consultants pursuant to compensation arrangements with the Company between February 2016 and April 2022.
(7) Shares issued pursuant
to private placement arrangements between February 2016 and June 2020.
(8) Shares beneficially
owned by Arthur Hiess for the benefit of Judith Kucharsky, Rebecca Kucharsky Hiess, and Jordana Kucharsky Hiess.
(9) Of the 1,146,345
beneficially owned by Mir Amir Ali, 125,000 each owned for the benefit of Aisha Amir Ali and Anisha Ali Malik.
PLAN
OF DISTRIBUTION
Our
Common Stock is quoted on the Nasdaq Capital Market (the “Trading Market”) under the symbol “BTCY.”
The
selling stockholder will act independently of us in making decisions with respect to the timing, manner and size of each and any sale.
The
selling stockholder, which, as used herein, includes donees, pledgees, transferees or other successors-in-interest selling shares of
Common Stock previously issued or interests in shares of Common Stock received after the date of this prospectus from the Selling Stockholder
as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell any or all of the securities covered hereby
on the Trading Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions.
The Common Stock may be sold in one or more transactions at fixed prices, and, if and when our Common Stock is regularly quoted on an
over-the-counter market or on a national securities exchange, at prevailing market prices at the time of the sale, at varying prices
determined at the time of sale, or at negotiated prices. The selling stockholder may use any one or more of the following methods when
selling the Common Stock:
| |
● |
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| |
● |
block
trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block
as principal to facilitate the transaction; |
| |
● |
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account; |
| |
● |
an
exchange distribution in accordance with the rules of the applicable exchange; |
| |
● |
privately
negotiated transactions; |
| |
● |
settlement
of short sales; |
| |
● |
in
transactions through broker-dealers that agree with the selling stockholders to sell a specified number of such securities at a stipulated
price per security; |
| |
● |
through
the writing or settlement of options or other hedging transaction whether through an options exchange or otherwise; |
| |
● |
a
combination of any such methods of sale; or |
| |
● |
any
other method permitted pursuant to applicable law |
The
selling stockholder may also sell securities under Rule 144 under the Securities Act of 1933, as amended, referred to as the Securities
Act, if available, or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.
Broker-dealers
engaged by the selling stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction, a markup or
markdown in compliance with FINRA IM-2440.
In
connection with the sale of the securities or interests therein, the selling stockholder may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they
assume. The selling stockholder may also sell securities short and deliver these securities to close out their short positions, or loan
or pledge the securities to broker-dealers that in turn may sell these securities. The selling stockholder may also enter into option
or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The
selling stockholder may pledge or grant a security interest in some or all of the shares of Common Stock it owns and, if it defaults
in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock from time
to time pursuant to this prospectus or any supplement or amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act, amending, if necessary the selling stockholder list to include the pledgee, transferee or other successors in
interest as selling stockholders under this prospectus. The selling stockholder also may transfer and donate the shares of Common Stock
in other circumstances in which case the transferees, donees or other successors in interest will be the selling beneficial owners for
purposes of this prospectus.
The
selling stockholder and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. The selling stockholder has informed us that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities.
Once
sold under the registration statement of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the
hands of persons other than our affiliates. We have agreed to pay certain fees and expenses incurred by the Company incident to the registration
of the securities. We have agreed to indemnify the selling stockholder against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act. The selling stockholder may indemnify any broker-dealer that participates in transactions involving
the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
The
securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In
addition, in certain states, the securities covered hereby may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification requirement is available and is complied with. To the extent
required, the shares of our Common Stock to be sold, the name of the selling stockholder, the respective purchase prices and public offering
prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will
be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that
includes this prospectus.
Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the securities may not simultaneously
engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the selling stockholder will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common
Stock by the selling stockholder or any other person. We will make copies of this prospectus available to the selling stockholder and
have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including
by compliance with Rule 172 under the Securities Act).
DESCRIPTION
OF CAPITAL STOCK
Our
authorized capital stock consists of 125,000,000 shares of common stock, with a par value of $0.001 per share, and 10,000,000 shares
of preferred stock, with a par value of $0.001 per share. As of April 7, 2022, there were 49,927,049 shares of Common Stock
issued and outstanding, and 1,466,718 Exchangeable Shares issued and outstanding that convert directly into common shares, which when
combined with Common Stock produce an amount equivalent to 51,393,767 outstanding shares upon the exchange of Exchangeable Shares.
Common
Stock
Pursuant
to Article II of the Amended and Restated By-laws of the Company, each holder of Common Stock and securities exchangeable into Common
Stock that vote with the Common Stock are entitled to one vote for each share of Common Stock held of record by such holder with respect
to all matters to be voted on or consented to by our stockholders, except as may otherwise be required by applicable Nevada law. Unless
the vote of a greater number or voting by classes is required by Nevada statute, the Company’s Articles of Incorporation or its
bylaws, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the capital stock
(or securities exchangeable in accordance with their terms into capital stock of the Company) present in person or represented by proxy
at the meeting and entitled to vote on the subject matter shall be the act of the shareholders. Furthermore, except as otherwise required
by law, the Company’s Articles of Incorporation or its bylaws, directors shall be elected by a plurality of the voting power of
the capital stock (or securities exchangeable in accordance with their terms into capital stock of the Company) present in person or
represented by proxy at the meeting and entitled to vote on the election of directors.
The
stockholders do not have pre-emptive rights under our Certificate of Incorporation to acquire additional shares of Common Stock or other
securities. The Common Stock is not being subject to redemption rights and carries no subscription or conversion rights. In the event
of liquidation of the Company, the stockholders will be entitled to share in corporate assets on a pro rata basis after the Company satisfies
all liabilities and after provision is made for each class of capital stock having preference over the Common Stock (if any). Subject
to the laws of the State of Nevada, if any, of the holders of any outstanding series of preferred stock, the Board of Directors will
determine, in their discretion, to declare dividends advisable and payable to the holders of outstanding shares of Common Stock. Shares
of our Common Stock are subject to transfer restrictions.
Blank-Check
Preferred Stock
We
are currently authorized to issue up to 10,000,000 shares of blank check preferred stock, $0.001 par value per share, of which one share
has currently been designated as the Special Voting Preferred Stock (as described below). The Board
of Directors has the discretion to issue shares of preferred stock in series and, by filing a Preferred Stock Designation or similar
instrument with the Nevada Secretary of State, to establish from time to time the number of shares to be included in each such series,
and to fix the designation, power, preferences and rights of the shares of each such Series and the qualifications, limitations and restrictions
thereof.
Preferred
stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization of
stockholders unless such authorization is required by applicable law, the rules of the securities exchange or market on which our stock
is then listed or admitted to trading.
Our
board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting
power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with
possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing
a change in control of the Company.
A
prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. Such
prospectus supplement will include:
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the
title and stated or par value of the preferred stock; |
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the
number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock; |
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the
dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; |
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whether
dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; |
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the
provisions for a sinking fund, if any, for the preferred stock; |
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any
voting rights of the preferred stock; |
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the
provisions for redemption, if applicable, of the preferred stock; |
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any
listing of the preferred stock on any securities exchange; |
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the
terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion
price or the manner of calculating the conversion price and conversion period; |
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if
appropriate, a discussion of Federal income tax consequences applicable to the preferred stock; and |
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any
other specific terms, preferences, rights, limitations or restrictions of the preferred stock. |
The
terms, if any, on which the preferred stock may be convertible into or exchangeable for our common stock will also be stated in the preferred
stock prospectus supplement. The terms will include provisions as to whether conversion or exchange is mandatory, at the option of the
holder or at our option, and may include provisions pursuant to which the number of shares of our common stock to be received by the
holders of preferred stock would be subject to adjustment.
Special
Voting Preferred Stock
The
Board authorized the designation of a class of the Special Voting Preferred Stock, with the rights and preferences specified below. For
purposes of deferring Canadian tax liabilities that would be incurred by certain of our shareholders, iMedical and its shareholders have
entered into a transaction pursuant to which the eligible holders, who would have otherwise received shares of common stock of the Company
pursuant to the Acquisition Transaction, received Exchangeable Shares. The right to vote the Common Stock equivalent of such Exchangeable
Shares shall be conducted by the vote of the Special Voting Preferred Stock issued to the Trustee.
In
that regard, we have designated one share of preferred stock as the Special Voting Preferred Stock with a par value of $0.001 per share.
The rights and preferences of the Special Voting Preferred Stock entitle the holder (the Trustee and, indirectly, the holders of the
Exchangeable Shares) to the following:
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the right to vote in all circumstances in which holders of our common stock have the right to vote, with the common stock as one class;
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an aggregate number of votes equal to the number of shares of our common stock that are issuable to the holders of the outstanding Exchangeable
Shares;
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the same rights as the holders of our common stock as to notices, reports, financial statements and attendance at all stockholder meetings;
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no entitlement to dividends; and
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a total sum of $1.00 upon windup, dissolution or liquidation of the Company.
The
Company may cancel the Special Voting Preferred Stock when there are no Exchangeable Shares outstanding and no option or other commitment
of iMedical of its affiliates, which could require iMedical or its affiliates to issue more Exchangeable Shares.
As
set forth above, the holders of the Exchangeable Shares, through the Special Voting Preferred Stock, have voting rights and other attributes
corresponding to the Common Stock. The Exchangeable Shares provide an opportunity for Eligible Holders to obtain a full deferral of taxable
capital gains for Canadian federal income tax purposes in specified circumstances.
Series
A Preferred Stock
On
December 19, 2019, the Company entered into a Securities Purchase Agreement with one accredited investor. Pursuant to the SPA, the company
sold 6,000 Shares of its Series A convertible Preferred Stock at a per share price of $1,000 per preferred share and received gross proceeds
of $6,000,000.
On
May 22, 2020, another 215 Series A preferred shares were issued as a result of a combined transaction that included the conversion of
$100,000 in promissory notes and $15,000 in accrued interest for 115 preferred shares, as well as a purchase of 100 preferred shares
for cash proceeds of $100,000.
The
Company filed the Certificate of Designations with the Secretary of State of Nevada a Certificate of Designation of Rights, Powers, Preferences,
Privileges and Restrictions of Series A Convertible Preferred Stock (the “Certificate of Designations) with the Sectary of State
of the State of Nevada.
Pursuant
to the Certificate of Designations the Company designated 20,000 shares of preferred stock as Series A Convertible Preferred Stock (the
“Series A Preferred”). The Series A Preferred will not be entitled to any voting rights except as may be required by applicable
law.
Commencing
24 months after the issuance date of the Series A Preferred subject to the beneficial ownership limitations in the Certificate of Designations
and the Company’s right of redemption, and the holder of Series A Preferred may convert the Series A Preferred into shares of the
Company’s common stock on a monthly basis up to 5% of the aggregate amount of the e aggregate amount of the purchase price of the
Series A Convertible Preferred purchased by such Holder as adjusted (reduced) to reflect any Series A Convertible Preferred that the
Holder has previously converted or no longer owns at a conversion price equal to the greater of $.001 or a 15% discount to the VWAP (as
defined in the Certificate of Designations) for the (Company’s Common Stock) five Trading Days immediately prior to the conversion
date (the “Conversion Rate”). Additionally, the Company and the Holder may agree to exchange such Holder’s outstanding
Preferred Shares for shares of common stock in any common stock financing being conducted by the Company at a 15% discount to the pricing
of that financing. Except as required by law the Preferred Shares shall not have any liquidation rights.
From
and after the first date of issuance of any Preferred Shares (the “Initial Issuance Date”), dividends shall be paid at the
rate of 12% per annum of the amount of the Holder’s (each a “Holder” and collectively the “Holders”) purchase
price for the Preferred Shares pursuant to the Securities Purchase Agreement (or similar agreement) between the Company and the Purchaser
as adjusted (reduced) to reflect any Series Convertible Preferred That the Holder has previously converted or no longer owns and such
dividend shall be paid quarterly provided that the Holder and the Company may mutually agree to accrue and defer any such dividend
The
Company may redeem all or part of the outstanding Preferred Shares (i) pursuant to Section 4(c) of the Certificate of Designations and/or
(ii) after one year from the date of issuance of such Preferred Shares, by paying an amount equal to the aggregate purchase price paid
by the Holder for the Preferred Shares as adjusted (reduced) to reflect any Preferred Shares that the Holder no longer owns multiplied
by 110% plus accrued dividends. The Company may exercise its right to redemption by giving notice to the Holders whose Preferred Shares
it is seeking to redeem along with the terms and the amounts of such redemption and at such time as the Holder receives a notice of such
redemption then the Holder may no longer convert such Preferred Shares and such Preferred Shares shall be deemed to no longer be outstanding.
The
Series A Convertible Preferred were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2)
of the Securities Act since, among other things, the transactions did not involve a public offering.
Under
the Certificate of Designations no time may all or a portion of the Series A Convertible Preferred Stock be converted if the number of
shares of Common Stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of Common Stock owned
by the Holder at such time, the number of shares of Common Stock that would result in the Holder beneficially owning (as determined in
accordance with Section 13(d) of the 1934 Act and the rules thereunder) more than 4.99% of all of the Common Stock outstanding at such
time (the “4.99% Beneficial Ownership Limitation”); provided, however, that, upon the Holder providing the
Company with sixty-one (61) days’ advance notice (the “4.99% Waiver Notice”) that the Holder would like to waive this
Section 4(e) with regard to any or all shares of Common Stock issuable upon conversion of the Preferred Shares, this Section 4(e) will
be of no force or effect with regard to all or a portion of the Series A Convertible Preferred Stock referenced in the 4.99% Waiver Notice
but shall in no event waive the 9.99% Beneficial Ownership Limitation.
Warrants
and Options
As of April 7, 2022, the Company had outstanding
warrants and options, to purchase 10,583,644 shares of common stock and 5,302,660 shares of common stock, respectively, with various
exercise prices and expiration dates.
Transfer
Agent and Registrar
Action
Stock Transfer Corporation is the transfer agent for our shares of common stock. Its address is 2469 E. Fort Union Blvd., Suite 214,
Salt Lake City, UT 84121; Telephone: (801) 274-1088.
Listing
Our
Common Stock is traded on the Nasdaq Capital Market under the symbol “BTCY”.
LEGAL
MATTERS
The
validity of the issuance of the securities offered by this prospectus will be passed upon for us by Sichenzia Ross Ference LLP, New York,
New York.
EXPERTS
The consolidated financial
statements of Biotricity Inc. as of and for the years ended March 31, 2021 and 2020 appearing in Biotricty Inc. Annual
Report on Form 10-K for the year ended March 31, 2021 have been audited by SRCO Professional Corporation, Chartered Professional
Accountants as set forth in its report thereon, included therein, and incorporated by reference. Such consolidated financial statements
are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and special reports, along with other information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s Public
Reference Room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Room.
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities offered hereby under
the Securities Act of 1933, as amended. This prospectus does not contain all of the information included in the registration statement,
including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement from the
SEC at the address listed above or from the SEC’s internet site.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
This
prospectus is part of a registration statement filed with the SEC. The SEC allows us to “incorporate by reference” into this
prospectus the information that we file with them, which means that we can disclose important information to you by referring you to
those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this information. The following documents are incorporated by reference and
made a part of this prospectus:
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our
Annual Report on Form 10-K for the year ended March 31, 2021 filed with the SEC on June 22, 2021 |
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our
Quarterly Report on Form 10-Q/A for the period ended June 30, 2021 filed with the SEC on August 17, 2021, the Quarterly Report
on Form 10-Q for the period ended September 30, 2021 filed with the SEC on November 5, 2021, and the Quarterly Report on Form
10-Q for the period ended December 31, 2021 filed with the SEC on February 14, 2022; |
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our
Current Reports on Form 8-K filed with the SEC on April 15, 2021; June 17, 2021, August 31,
2021, September 10, 2021, September 13, 2021, November 5, 2021, December 7, 2021, December
8, 2021, and December 28, 2021;
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our
Current Report on From 8-K/A filed with the SEC on April 27, 2021; |
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the
description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on August 25, 2021 (File No.
000-56074), including any amendment or report filed for the purpose of updating such description and |
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all
reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this prospectus and prior to the termination of this offering. |
Notwithstanding
the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits, is
not incorporated by reference in this prospectus.
The
information about us contained in this prospectus should be read together with the information in the documents incorporated by reference.
You may request a copy of any or all of these filings, at no cost, by writing or telephoning us at: Waqaas Al-Siddiq, Biotricity Inc.,
203 Redwood Shores Parkway, Suite 600, Redwood City, CA 94065, telephone number (650) 832-1626.
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