BIOTRICITY INC. (OTCMKTS:BTCY) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry into a Material Definitive Agreement
On July 31, 2017, Biotricity Inc. (the “Registrant”) sold to accredited investors, an aggregate of 248,903 units (the “Units”) for gross proceeds of $435,579 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 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 $391,883.
to an Investment Banking Agreement, as amended (the “Banking Agreement”), the Company engaged HRA Capital, acting through Corinthian Partners, L.L.C. (the “Placement Agent”), as the Company’s 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. 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 Agent’s Warrants”). The Placement Agent’s Warrants are not callable and have a customary weighted average anti-dilution provision and a cashless exercise provision. At the closing of the Offering, the Registrant paid to the Placement Agent and its sub-agents an aggregate of approximately $43,700, and issued Placement Agent’s Warrants to purchase an aggregate of approximately 19,912 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 attached as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2017 (the “March 9 Form 8-K”) and incorporated herein by reference.
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.
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 Agent’s Warrants, which are filed with the March 9 Form 8-K as Exhibits 10.2, 4.1 and 4.2, respectively, and incorporated herein by reference.
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Item 3.02 |
Unregistered Sales of Equity Securities |
Reference is made to the disclosures set forth under Item 1.01 and Item 8.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits.
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Exhibit |
Description |
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4.1 4.2 10.1 10.2 |
Form of Warrant (1) Form of Placement Agent’s Warrants (1) Investment Banking Agreement, as amended (1) Form of Subscription Agreement (1) |
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(1)
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2017.
About BIOTRICITY INC. (OTCMKTS:BTCY)
Biotricity Inc is a Canada-based medical technology company. The Company delivers remote biometric monitoring solutions, including diagnostic and post-diagnostic solutions for chronic conditions and lifestyle improvement. It offers bioflux, an Electrocardiogram (ECG) monitoring system that enables physicians to diagnose cardiovascular diseases or coronary heart diseases, acts as an ambulatory monitor that detects arrhythmias, performs remote mobile cardiac telemetry diagnostic monitoring, and transmits ECG data via a built-in cellular radio in real time. The Company also provides biolife, a health and lifestyle solution for individuals, which consists of a device that monitors heart-rhythm or ECG, as well as respiration, calories, temperature, physical activity, and other.