BIOTRICITY INC. (OTCMKTS:BTCY) Files An 8-K Entry into a Material Definitive Agreement

BIOTRICITY INC. (OTCMKTS:BTCY) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01

Entry into a Material Definitive Agreement
One February 17, 2017 and February 21, 2017, Biotricity Inc.
(the Registrant) became obligated under a subscription
agreement (the Subscription Agreements), by and among the
Registrant and the lending party set forth on the pages
attached thereto (the Purchasers), for the issuance of an
aggregate principal amount of $225,000 unsecured convertible
promissory notes (the Notes). The Notes are part of an offering
to accredited investors (the Offering), for up to $2,500,000
(increased from the original $1,000,000) aggregate principal
amount the Notes and warrants to purchase the Registrants
securities (the Warrants), of which $2,455,000 have been sold
to date. The Registrant does not intend to sell any further
Notes to the Offering.
The Registrant intends to use the net proceeds of the Offering
for the Registrants working capital and general corporate
The Notes bear interest at a rate of 10% per annum, payable at
the earlier of one year from the issue date of the Notes or the
consummation of the next equity round of financing of the
Registrant in whatever form or type that raises in excess of
$3,000,000 gross proceeds (a Qualified Financing). The Notes
and accrued but unpaid interest thereon (Outstanding Balance)
are convertible upon a Qualified Financing into securities
issued in the Qualified Financing (New Round Stock), based upon
the lesser of: (i) $1.60 per New Round Stock and (ii) the
quotient obtained by dividing (x) the Outstanding Balance on
the conversion date multiplied by 1.20 by (y) the actual price
per New Round Stock in the Qualified Financing. The Notes and
the Warrants are further subject to a most-favored nation
clause in the event the Registrant, prior to maturity of the
Notes, consummates a financing that is not a qualified
Upon the maturity date of the Notes, the Registrant will also
issue Warrants exercisable into a number of shares of
Registrant securities equal to (i) in the case of a Qualified
Financing, the number of shares of New Round Stock issued upon
conversion of the Note and (ii) in all other cases, the number
of shares of Registrant common stock equal to the quotient
obtained by dividing the Outstanding Balance by 2.00.
The Notes contain customary events of default, which, if
uncured, entitle each Noteholder to accelerate the due date of
the unpaid principal amount of, and all accrued and unpaid
interest on, the Notes.
The issuance of the Notes and the Warrants to the Subscription
Agreements will not be registered under the Securities Act. The
Registrant relied upon the exemption from securities
registration provided by Section 4(a)(2) under the Securities
Act of 1933, as amended, for transactions not involving a
public offering, and the safe harbor under Regulation D, Rule
506(b) promulgated thereunder.
The foregoing description of the terms of the Notes, the
Warrants and the Subscription Agreements are not complete and
is qualified in its entirety by reference to the terms of the
Notes, the Warrants and the Subscription Agreements, forms of
which were filed with the Registrants Annual Report on Form
10-K for the transition period ended December 31, 2015.
Item 2.03
Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
The information set forth above in Item 1.01 is incorporated
into this Item 2.03 by reference insofar as it relates to the
creation of a direct financial obligation of the Registrant.


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.

BIOTRICITY INC. (OTCMKTS:BTCY) Recent Trading Information

BIOTRICITY INC. (OTCMKTS:BTCY) closed its last trading session 00.00 at 2.55 with 560 shares trading hands.

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