DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☐	Soliciting Material under § 240.14a-12

BIOTRICITY INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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BIOTRICITY INC.

203 Redwood Shores Parkway, Suite 600

Redwood City, California 94065

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MARCH 31, 2023

10:00 A.M. PACIFIC TIME

TO THE STOCKHOLDERS OF BIOTRICITY INC.:

The annual meeting of stockholders (the “Meeting”) of Biotricity Inc. (which we refer to as “Biotricity” or the “Company”) will be held at 203 Redwood Shores Parkway, Suite 600, Redwood City, California 94065, on March 31, 2023 at 10:00 a.m., Pacific Time. At the Meeting, the holders of the Company’s outstanding capital stock will act on the following matters:

1.	To elect four directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified;

2.	To approve the 2023 Equity Incentive Plan, including the reservation of 5 million (5,000,000) common shares of common stock thereunder (the “Equity Plan Proposal”);

3.	To ratify the appointment of SRCO Professional Corporation as the Company’s independent registered public accounting firm for the year ending March 31, 2023;

To approve the issuance of shares of up to $10,000,000 of the Company’s common stock upon the conversion of convertible promissory notes issued in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(c) of Regulation D (“Regulation D”) as promulgated under the Securities Act, without giving effect to Nasdaq’s 20% Rule (the “Nasdaq Proposal”);

5.	To approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers (the “Say-on-Pay Proposal”);

6.	To recommend, on a non-binding advisory basis, the frequency of future advisory votes on the compensation paid to the Company’s named executive officers (the “Say-on-Frequency Proposal”);

7.	To approve the Biotricity Inc. 2023 Employee Stock Purchase Plan (the “ESPP Proposal”);

8	To grant discretionary authority to our board of directors (the “Board”) to (i) amend our articles of incorporation, as amended, to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of not less than one-for-two (1-for-2) and not more than a maximum of a one-for-ten (1-for-10) split, with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders (the “Reverse Stock Split Proposal”); and

9.	To adjourn the Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of such adjournment to approve the Equity Issuance Proposal or the other proposals (the “Adjournment Proposal”).

These matters are more fully described in the proxy statement accompanying this notice.

Only holders of the Company’s common stock of record at the close of business on February 22, 2023, are entitled to notice of and to vote at the Meeting. A proxy statement containing important information about the meeting and the matters being voted upon appears on the following pages.

The Board of Directors recommends that you vote “FOR” the proposals set forth in this Notice of Annual Meeting of Stockholders and the Proxy Statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING

The Company has enclosed a copy of the proxy statement, the proxy card and the Company’s annual report to stockholders for the year ended March 31, 2022 (the “Annual Report”). The proxy statement, the proxy card and the Annual Report are also available on the Company’s website at https://www.biotricity.com/. If you plan on attending the Annual Meeting and voting your shares in person, you will need to bring photo identification in order to be admitted to the Annual Meeting. To obtain directions to the Annual Meeting, please call the Company at (650) 832-1626.

If you have any questions or need assistance voting your shares of our common stock, please contact the Company at (650) 832-1626.

	BY ORDER OF THE BOARD OF DIRECTORS

	/s/ Waqaas Al-Siddiq
	Waqaas Al-Siddiq
	President, Chief Executive Officer and Chairman of the Board of Directors

Redwood, California

March 13, 2023

PLEASE NOTE: The Meeting will be held to tabulate the votes cast and to report the results of voting on the items described above. No other business matters are planned for the meeting.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS	1

THE MEETING	6

Date, Time and Place	6
Matters to be Considered	6
Record Date; Shares Outstanding and Entitled to Vote	6
Quorum	6
Vote Required	6
Recommendations of our Board of Directors	7
Common Stock Ownership of Directors and Executive Officers	7
How to Vote Your Shares	7
How to Change Your Vote	7
Counting Your Vote	8

PROPOSAL NO. 1 — ELECTION OF DIRECTORS	9

Proposal	9
Nominees for Directors	9
Required Stockholder Vote and Recommendation of Our Board of Directors	9

PROPOSAL NO. 2 — APPROVAL OF THE BIOTRICITY INC. 2023 EQUITY INCENTIVE PLAN	10

Proposal	10
Summary of the 2023 Plan	10
Equity Compensation Plan Information (as of December 31, 2022)	13
Plan Category	13
Required Stockholder Vote and Recommendation of Our Board of Directors	13

PROPOSAL NO. 3 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	14

Proposal	14
Fees	14
Fees Category	14
Audit Committee	15
Required Stockholder Vote and Recommendation of Our Board of Directors	15

AUDIT COMMITTEE REPORT	16

PROPOSAL NO. 4 — PROPOSAL TO APPROVE THE ISSUANCE OF SHARES OF UP TO $10,000,000 OF THE COMPANY’S COMMON STOCK UPON THE CONVERSION OF CONVERTIBLE PROMISSORY NOTES ISSUED IN A PRIVATE PLACEMENT, WITHOUT GIVING EFFECT TO NASDAQ’S 19.99% EXCHANGE CAP.	17

Proposal	17
Background	17
Why We Need Shareholder Approval	18
Effect of Issuance of Additional Securities	19
Required Stockholder Vote and Recommendation of Our Board of Directors	19

PROPOSAL NO. 5 — ADVISORY VOTER ON EXECUTIVE COMPENSATION	20

Proposal	20
Required Stockholder Vote and Recommendation of Our Board of Directors	20

PROPOSAL NO. 6 — ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION	21

Proposal	21
Required Stockholder Vote and Recommendation of Our Board of Directors	21

PROPOSAL NO. 7 — APPROVAL OF THE BIOTRICITY INC. 2023 EMPLOYEE STOCK PURCHASE PLAN	22
Proposal	22
Overview	22
Summary of the ESPP Plan	22
U.S. Federal Income Tax Consequences	23
New Plan Benefits	23
Registration with the SEC	23
Required Stockholder Vote and Recommendation of Our Board of Directors	23

PROPOSAL NO. 8 — APPROVAL OF THE REVERSE SPLIT	24
Proposal	24
Reasons for the Reverse Stock Split	24
Potential Effects of the Proposed Amendment	26
Registered “Book-Entry” Holders of Common Stock	26
Holders of Certificated Shares of Common Stock	26
Fractional Shares	26
Effect of the Reverse Stock Split on Outstanding Stock Options and Warrants	27
Accounting Matters	27
Certain Federal Income Tax Consequences of the Reverse Stock Split	27
Interests of Officers and Directors in this Proposal	28
Required Stockholder Vote and Recommendation of Our Board of Directors	28

PROPOSAL NO. 9 — ADJOURNMENT PROPOSAL	29

Proposal	29
Required Stockholder Vote and Recommendation of Our Board of Directors	29

DIRECTORS, OFFICERS AND KEY EMPLOYEES	30

CORPORATE GOVERNANCE	31

Code of Ethics	31
Involvement in Certain Legal Proceedings	31
Board Committees	31
Audit Committee	32
Compensation Committee	32
Nominating and Corporate Governance Committee	33
Section 16(a) Beneficial Ownership Reporting Compliance	33
Board Diversity	33

EXECUTIVE COMPENSATION	34

Summary Compensation Table	34
Narrative Disclosure to Summary Compensation Table	34
Employment Agreements	34

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END	35

DIRECTOR COMPENSATION	36

TRANSACTION WITH RELATED PERSONS	37

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF BIOTRICITY INC.	37

HOUSEHOLDING OF MATERIALS	38

STOCKHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING	38

OTHER MATTERS	39

ANNUAL REPORT	39

QUESTIONS AND ANSWERS

The following are some questions that you, as a stockholder of the Company, may have about the Meeting, the proposals being considered at the Meeting, as applicable, and brief answers to those questions. These questions and answers may not address all questions that may be important to you as a stockholder of the Company. We encourage you to read carefully the more detailed information contained elsewhere in this proxy statement.

Q:	Why am I receiving this proxy statement?

These proxy materials describe the proposals on which the Company would like you to vote and also give you information on these proposals so that you can make an informed decision. We are furnishing our proxy materials to all stockholders of record entitled to vote at the Meeting. As a stockholder, you are invited to attend the Meeting and are entitled and requested to vote on the proposals described in this proxy statement.

Q:	When and where is the Meeting?

A:	The Meeting will take place on March 31, 2023, starting at 10:00 a.m., Pacific Time, at 203 Redwood Shores Parkway, Suite 600, Redwood City, California 94065.

Q:	Who is entitled to vote at the Meeting?

Only stockholders who our records show owned shares of our common stock as of the close of business on February 22, 2023, which is the record date for the Meeting (the “Record Date”), may vote at the Meeting. You will have one vote for each share of the Company’s common stock that you owned as of the Record Date. On the Record Date, we had 51,047,864 shares of common stock outstanding.

Q:	How are votes counted?

A:	Each share of our common stock entitles its holder to one vote per share.

Q:	What am I being asked to vote on?

A:	You will be voting on the following nine proposals.

●

A proposal to elect four directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.

	●	A proposal to approve the 2023 Equity Incentive Plan, including the reservation of 5 million (5,000,000) common shares of common stock thereunder. We refer to this proposal as the “Equity Plan Proposal.”

	●	A proposal to ratify the appointment of SRCO Professional Corporation as the Company’s independent registered public accounting firm for the year ending March 31, 2023.

●

A proposal to approve, on a non-binding advisory basis, the compensation paid to our named executive officers. We refer to this proposal as the “Say-on-Pay Proposal.”

	●	A proposal to recommend, on a non-binding advisory basis, the frequency of future advisory votes on the compensation paid to our named executive officers. We refer to this proposal as the “Say-on-Frequency Proposal.”

	●	A proposal to approve the Biotricity Inc. 2023 Employee Stock Purchase Plan. We refer to this proposal as the “ESPP Proposal.”

	●	To grant discretionary authority to our board of directors (the “Board”) to (i) amend our articles of incorporation, as amended, to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-two (1-for-2) to a maximum of a one-for-ten (1-for-10) split, with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders. We refer to this proposal as the “Reverse Stock Split Proposal.”

●

A proposal to adjourn the Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in the event there are insufficient votes at the time of such adjournment to approve the Equity Plan Proposal or the other proposals being considered at the Meeting. We refer to this proposal as the “Adjournment Proposal.”

Q:	How does the Company’s Board of Directors recommend that I vote on the proposals set forth in the Notice of Annual Meeting of Stockholders and the Proxy Statement?

A:	Our Board of Directors recommends that you vote “FOR” the election of each of the nominees for director and “FOR” the Nasdaq Proposal and each of the other proposals set forth in the Notice of Annual meeting of Stockholders and the Proxy Statement.

Q:	Do I have dissenters’ rights if I vote against the proposals?

A:	There are no dissenters’ rights available to the Company’s stockholders with respect to any matter to be voted on at the Meeting.

Q:	What do I need to do now?

We encourage you to read this entire proxy statement, and the documents we refer to in this proxy statement Then complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the Internet or by telephone, so that your shares can be voted at the Meeting. If you hold your shares in “street name,” please refer to the voting instruction forms provided by your broker, bank or other nominee to vote your shares.

Q:	What quorum is required for the Meeting?

A quorum will exist at the Meeting if the holders of record of a majority of the issued and outstanding shares of the Company’s common stock are present in person or by proxy. Shares of the Company’s common stock that are voted to abstain are treated as shares that are represented at the Meeting for purposes of determining whether a quorum exists.

Q:	Who will tabulate the votes?

A:	The Company has designated a representative of Broadridge Financial Solutions as the Inspector of Election who will tabulate the votes.

Q:	What vote is required in order for the proposals to be approved?

A:	The following table sets forth the required vote for each proposal:

	Proposal	Required Vote	Page Number (for more details)

1.	Election of 4 directors.	More FOR votes than WITHELD votes	9

2.	Approval of the Equity Plan Proposal	Majority of the shares present in person or by proxy	10

3.	Ratification of the appointment of SRCO Professional Corporation as the Company’s independent registered public accounting firm for the year ending March 31, 2023	Majority of the shares present in person or by proxy	14

4.	Approval of the Nasdaq Proposal	Majority of the shares present In person or by proxy	17

5.	Approval, on a non-binding advisory basis, of the Say-on-Pay Proposal	Majority of the shares present in person or by proxy	20

6.	Recommendation, on a non-binding advisory basis, of the Say-on-Frequency Proposal	The option (every one year, two years or three years) receiving the most votes will be viewed as the recommendation of the stockholders	21

7.	Approval of the ESPP Proposal	Majority of the shares present in person or by proxy	22

8.	Approval of the Reverse Stock Split Proposal	Majority of the shares present in person or by proxy	24

9.	Approval of the Adjournment Proposal	Majority of the shares present in person or by proxy	29

Q:	What are broker non-votes?

Broker non-votes are shares held by brokers that do not have discretionary authority to vote on the matter and have not received voting instructions from their clients. Brokers holding shares of record for customers generally are not entitled to vote on “non-routine” matters, unless they receive voting instructions from their customers. The proposed ratification of the appointment of SRCO Professional Corporation as the Company’s independent registered public accounting firm for the year ending March 31, 2023 is considered a “routine” matter. Accordingly, brokers are entitled to vote uninstructed shares only with respect to the ratification of the appointment of SRCO Professional Corporation as our independent registered public accounting firm.

Q:	How do I vote my shares if I am a record holder?

If you are a record holder of shares (that is, the shares are registered with our transfer agent in your name and not the name of your broker or other nominee), you are urged to submit your proxy as soon as possible, so that your shares can be voted at the meeting in accordance with your instructions. Registered stockholders may vote in person at the Meeting, or by sending a personal representative to the Meeting with an appropriate proxy, or by one of the following methods:

●

By Internet. www.proxyvote.com;

●

By Telephone. 1-800-690-6903

●

By Mail. If you received our proxy materials in the mail, you can complete, sign and date the included proxy card and return the proxy card in the prepaid envelope provided;

Please note that the Internet and telephone voting facilities for registered stockholders will close at 11:59 p.m., Eastern Time, on the day before the meeting date. For more information, please see “The Meeting—How to Vote Your Shares” below.

Q:	How do I vote my shares if I hold my shares in “street name” through a bank, broker or other nominee?

If you hold your shares as a beneficial owner through a bank, broker or other nominee, you should have received instructions on how to vote your shares from your broker, bank or other nominee. Please follow their instructions carefully. You must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee to ensure your shares are voted in the way you would like at the Meeting. Also, if you wish to vote in person at the Meeting, you must request a legal proxy from the bank, broker or other nominee that holds your shares and present that proxy and proof of identification at the Meeting.

Q:	If my bank, broker or other nominee holds my shares in “street name,” will such party vote my shares for me?

For all “non-routine” matters, not without your direction. Your broker, bank or other nominee will be permitted to vote your shares on any “non-routine” proposal only if you instruct your broker, bank or other nominee on how to vote. Under applicable stock exchange rules, brokers, banks or other nominees have the discretion to vote your shares on routine matters if you fail to instruct your broker, bank or other nominee on how to vote your shares with respect to such matters. The proposals to be voted upon by our stockholders described in this proxy statement, except for the ratification of the appointment of our independent registered public accounting firm, are “non-routine” matters, and brokers, banks and other nominees therefore cannot vote on these proposals without your instructions. The proposed ratification of the appointment of SRCO Professional Corporation as the Company’s independent registered public accounting firm for the year ending March 31, 2023 is considered a “routine” matter. Accordingly, brokers, banks and other nominees are entitled to vote uninstructed shares only with respect to the ratification of the appointment of SRCO Professional Corporation as our independent registered public accounting firm. Therefore, it is important that you instruct your broker, bank or nominee on how you wish to vote your shares.

You should follow the procedures provided by your broker, bank or other nominee regarding the voting of your shares of the Company’s common stock. Without instructions, a broker non-vote will result, and your shares will not be voted, on all “non-routine” matters.

Q:	What is a proxy?

A proxy is your legal designation of another person, referred to as a “proxy,” to vote shares of stock. The written document describing the matters to be considered and voted on at the Meeting is called a “proxy statement.” Our Board of Directors has designated Waqaas Al-Siddiq, our Chief Executive Officer and John Ayanoglou, our Chief Financial Officer, with full power of substitution, as proxies for the Meeting.

Q:	If a stockholder gives a proxy, how are the shares voted?

When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Meeting in accordance with the instructions of the stockholder. If no specific instructions are given on properly-executed returned proxies, however, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in this proxy statement are properly presented at the Meeting, the proxy holders will use their own judgment to determine how to vote your shares.

Q:	What happens if I do not vote or return a proxy?

A quorum will exist at the Meeting only if the holders of record of a majority of the issued and outstanding shares of the capital stock of the Company entitled to vote at the Meeting are present in person or by proxy. Your failure to vote on the proposals, by failing to either submit a proxy or attend the Meeting if you are a stockholder of record, may result in the failure of a quorum to exist at the Meeting.

Q:	What happens if I abstain?

A:	If you abstain, whether by proxy or in person at the Meeting, or if you instruct your broker, bank or other nominee to abstain your abstention will not be counted for or against the proposals, but will be counted as “present” at the Meeting in determining whether or not a quorum exists.

Q:	Can I revoke my proxy or change my vote?

You may change your vote at any time prior to the vote at the Meeting. To revoke your proxy instructions and change your vote if you are a holder of record, you must (i) vote again on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Meeting will be counted), (ii) advise our Secretary at our principal executive offices (203 Redwood Shores Parkway, Suite 600, Redwood City, California 94065) in writing before the proxy holders vote your shares, (iii) deliver later dated and signed proxy instructions (which must be received prior to the Meeting) or (iv) attend the Meeting and vote your shares in person. If you hold shares in “street name,” you should refer to the instructions you received from your broker, bank or other nominee. Attendance in and of itself at the Meeting will not revoke a proxy. For shares you hold beneficially but not of record, you may change your vote by submitting new voting instructions to your broker or nominee or, if you have obtained a valid proxy from your broker or nominee giving you the right to vote your shares, by attending the meeting and voting in person.

Q:	If I want to attend the Meeting, what should I do?

If you wish to attend, you should come to 203 Redwood Shores Parkway, Suite 600, Redwood City, California 94065, at 10:00 a.m., Pacific Time, on March 31, 2023. Stockholders of record as of the Record Date for the Meeting can vote in person at the Meeting. If your shares are held in “street name,” then you must ask your broker, bank or other nominee how you can vote at the Meeting. In order to enter the Meeting, you must present a form of photo identification acceptable to us, such as a valid driver’s license or passport. Please note that since a street name stockholder is not the holder of record, you may not vote your shares in person at the Meeting unless you follow your broker’s procedures for obtaining a legal proxy. Even if you plan to attend the Meeting in person, we encourage you to complete, sign, date and return a proxy card or vote electronically over the Internet or via telephone to ensure that your shares will be represented at the Meeting. If you attend the Meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. Please note that no management presentations or other matters are planned for the Meeting, except as described in this proxy statement.

Q:	What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, date, sign and return (or vote via the Internet or telephone with respect to) each proxy card and voting instruction card that you receive to ensure that all of your shares are counted.

Q:	What is “householding”?

We have adopted a procedure approved by the U.S. Securities and Exchange Commission (the “SEC”) called “householding” for stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials. In some instances, only one copy of the proxy materials is being delivered to multiple stockholders sharing an address, unless we have received instructions from one or more of the stockholders to continue to deliver multiple copies. This procedure reduces our printing costs and postage fees.

We will deliver promptly, upon oral or written request, a separate copy of the applicable materials to a stockholder at a shared address to which a single copy was delivered. If you wish to receive a separate copy of the proxy materials you may call us at (650) 832-1626, or send a written request to Biotricity Inc., 203 Redwood Shores Parkway, Suite 600, Redwood City, California 94065, Attention: Chief Executive Officer. If you have received only one copy of the proxy materials, and wish to receive a separate copy for each stockholder in the future, you may call us at the telephone number or write us at the address listed above. Alternatively, stockholders sharing an address who now receive multiple copies of the proxy materials may request delivery of a single copy, also by calling us at the telephone number or writing to us at the address listed above.

Q:	Where can I find the voting results of the Meeting?

A:	The Company intends to announce preliminary voting results at the Meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the Meeting. All reports the Company files with the SEC are publicly available when filed

Q:	What if I have questions about lost stock certificates or need to change my mailing address?

A:	You may contact our transfer agent, Securities Transfer Corporation at (469) 633-0101, or by email at info@stctransfer.com, if you have lost your stock certificate. You may email Securities Transfer Corporation at info@stctransfer.com if you need to change your mailing address.

Q:	Who can help answer my additional questions about the proposals or the other matters discussed in this proxy statement?

A:	If you have questions about the proposals or other matters discussed in this proxy statement, you may contact the Company by mail at Biotricity Inc., 203 Redwood Shores Parkway, Suite 600, Redwood City, California 94065, Attention: Chief Executive Officer.

THE MEETING

We are furnishing this proxy statement to our stockholders as part of the solicitation of proxies by our Board of Directors for use at the Meeting of stockholders to be held on March 31, 2023, or continuation thereof. We began distributing this Proxy Statement, Annual Meeting notice and proxy card, or a notice of internet availability of proxy materials on or about March 16, 2023.

Date, Time and Place

The Meeting of the Company’s stockholders will be held on March 31, 2023, starting at 10:00 a.m., Pacific Time, at 203 Redwood Shores Parkway, Suite 600, Redwood City, California 94065.

Matters to be Considered

The purpose of the Meeting is for stockholders of the Company to consider and vote on the following proposals.

Proposal No. 1 The Election of Directors		To elect four directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.

Proposal No. 2 Approval of the Equity Plan Proposal		To approve the 2023 Equity Incentive Plan, including the reservation of shares of common stock thereunder.

Proposal No. 3 Ratification of Independent Registered Public Accounting Firm		To ratify the appointment of SRCO Professional Corporation as the Company’s independent registered public accounting firm for the year ending March 31, 2023.

Proposal No. 4 Approval of the Nasdaq Proposal		To approve the issuance of shares of up to $10,000,000 of the Company’s common stock upon the conversion of convertible promissory notes issued in a private placement pursuant to Rule 506(c) of the Securities Act, without giving effect to Nasdaq’s 20% Rule

Proposal No. 5 The Say-on-Pay Proposal		To approve, on a non-binding advisory basis, the compensation paid to our named executive officers.

Proposal No. 6 The Say-on-Frequency Proposal		To recommend, on a non-binding advisory basis, the frequency of future advisory votes on the compensation paid to our named executive officers.

Proposal No.7 The ESPP Proposal		To approve the 2023 Employee Stock Purchase Plan, including the reservation of shares of common stock thereunder.

Proposal No.8 The Reverse Stock Split Proposal		To grant discretionary authority to the Board to (i) amend our articles of incorporation, as amended, to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-two (1-for-2) to a maximum of a one-for-ten (1-for-10) split, with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders.

Record Date; Shares Outstanding and Entitled to Vote

The close of business on February 22, 2023, has been fixed as the Record Date for determining those Company stockholders entitled to notice of and to vote at the Meeting. As of the close of business on the Record Date for the Meeting, there were 51,047,864 shares of the Company’s common stock, held by 1,569 holders of record. Each share of the Company’s common stock entitles its holder to one vote at the Meeting on all matters properly presented at the Meeting.

Quorum

A quorum of stockholders is necessary to hold a valid meeting. A quorum will exist at the Meeting if shares having a majority of the votes entitled to be cast are represented in person or by proxy. Shares of the Company’s common stock that are voted to abstain are treated as shares that are represented at the Meeting for purposes of determining whether a quorum exists. Broker non-votes do not count for voting purposes, but are considered “present” at the meeting for purposes of determining whether a quorum exists.

Vote Required

Approval of the Equity Plan Proposal, the Nasdaq Proposal, the Reverse Stock Split Proposal, the ratification of our independent registered public accounting firm, the Say-on-Pay Proposal and ESPP Proposal each requires the affirmative vote of a majority of the shares present in person or by proxy, provided a quorum is present. The election of each director requires more “for” votes than “withheld” votes, provided a quorum is present. However, if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy. In the Say-on-Frequency Proposal, the option (every one year, two years or three years) receiving the most votes will be viewed as the recommendation of the stockholders.

An abstention is effectively treated as a vote cast against the Equity Plan Proposal, the Reverse Stock Split Proposal, the Nasdaq Proposal, the ratification of our independent registered public accounting firm, the Say-on-Pay Proposal and the Adjournment Proposal. Abstentions will have no impact on the election of directors or the Say-on-Frequency Proposal or ESPP Proposal. Failures of record holders to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person by ballot at the Meeting will have no effect on the outcome of the votes for such items, although such failure may contribute to a quorum not being present at such meeting. Broker non-votes will have no effect on the outcome of the votes for all proposals except for the ratification of the appointment of our independent registered public accounting firm, for which we do not expect any broker non-votes.

Recommendations of our Board of Directors

The Board of Directors also recommends that you vote “FOR” the proposals set forth in the Notice of Annual Meeting of Stockholders and the Proxy Statement.

Common Stock Ownership of Directors and Executive Officers

As of the Record Date, our directors and executive officers held an aggregate of approximately 10.99% of the shares of the Company’s common stock entitled to vote at the Meeting.

How to Vote Your Shares

Stockholders of record may submit a proxy via the Internet, by telephone or by mail, or they may vote by attending the Meeting and voting in person.

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Submitting a Proxy via the Internet: You may vote by proxy via the Internet by following the instructions provided in the notice.

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Submitting a Proxy by Telephone: If you request printed copies of the proxy materials by mail, you may vote by calling the toll free number found on the proxy card.

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Submitting a Proxy by Mail: If you choose to submit a proxy for your shares by mail, simply mark the enclosed proxy card, date and sign it, and return it in the postage paid envelope provided.

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Attending the Meeting: If you are a stockholder of record, you may attend the Meeting and vote in person. In order to enter the Meeting, you must present a form of photo identification acceptable to us, such as a valid driver’s license or passport.

If your shares are held in the name of a broker, bank or other nominee, you will receive instructions from the stockholder of record that you must follow for your shares to be voted. Please follow their instructions carefully. Also, please note that if the stockholder of record of your shares is a broker, bank or other nominee and you wish to vote in person at the Meeting, you must request a legal proxy from the broker, bank or other nominee that holds your shares and present that proxy and proof of identification at the Meeting.

How to Change Your Vote

If you are the stockholder of record, you may revoke your proxy or change your vote prior to your shares being voted at the Meeting by:

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sending a written notice of revocation or a duly executed proxy card, in either case, dated later than the prior proxy card relating to the same shares, to Biotricity Inc., 203 Redwood Shores Parkway, Suite 600, Redwood City, California 94065, Attention: Chief Executive Officer;

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submitting a proxy at a later date by telephone or via the Internet, if you have previously voted by telephone or via the Internet in connection with the Meeting; or

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attending the Meeting and voting in person.

If you are the beneficial owner of shares held in the name of a broker, bank or other nominee, you may change your vote by:

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submitting new voting instructions to your broker, bank or other nominee in a timely manner following the voting procedures received from your broker, bank or other nominee; or

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attending the Meeting and voting in person, if you have obtained a valid proxy from the broker, bank or other nominee that holds your shares giving you the right to vote the shares.

Attendance at the Meeting will not, in and of itself, constitute revocation of a proxy. See the section entitled “—How to Vote Your Shares” above for information regarding certain voting deadlines.

Counting Your Vote

All properly executed proxies delivered and not properly revoked will be voted at the Meeting as specified in such proxies. If you provide specific voting instructions, your shares of the Company’s common stock will be voted as instructed. If you hold shares in your name and sign and return a proxy card or submit a proxy by telephone or via the Internet without giving specific voting instructions, your shares will be voted “FOR” the proposals set forth in the Notice of Annual Meeting of Stockholders and the Proxy Statement.

Proxies solicited may be voted only at the Meeting and any postponement of the Meeting and will not be used for any other meeting.

PROPOSAL NO. 1 — ELECTION OF DIRECTORS

Proposal

Four directors are to be elected at the Meeting to serve until the next annual meeting of the Company’s stockholders. Unless otherwise instructed, the persons named in the accompanying proxy intend to vote the shares represented by the proxy for the election of the nominees listed below. Although it is not contemplated that any nominee will decline or be unable to serve as a director, in such event, proxies will be voted by the proxy holder for such other persons as may be designated by the Board of Directors, unless the Board of Directors reduces the number of directors to be elected.

The following table sets forth the nominees for directors on the Board of Directors. Certain biographical information about the nominees as of the Record Date can be found above in the section titled “Directors and Officers.”

Nominees for Directors

Name	Age	Position(s) with the Company	Date First Elected or Appointed
Waqaas Al-Siddiq	38	President, Chief Executive Officer and Chairman of the Board of Directors	July 2014
David A. Rosa	58	Director	May 2016
Ronald McClurg	64	Director	May 2022
Chester White	58	Director	August 2022

Required Stockholder Vote and Recommendation of Our Board of Directors

The election of directors requires the affirmative vote of a majority of the votes cast at the Meeting, whether in person or by proxy, provided that a quorum is present. For purposes of the Meeting, this means that the number of shares voted “for” a director must exceed the number of votes “withheld” against such director. However, if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy. Broker non-votes and failures of record holders to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person by ballot at the Meeting will have no effect on the outcome of the vote on the election of directors.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE

“FOR” EACH OF THE NOMINEES IN THIS PROPOSAL NO. 1.

PROPOSAL NO. 2 – APPROVAL OF THE BIOTRICITY INC. 2023 EQUITY INCENTIVE PLAN

Proposal

The Board of Directors has approved, subject to shareholder approval, the 2023 Plan, an omnibus equity incentive plan pursuant to which the Company may grant equity-linked awards to officers, directors, consultants and others. The Board of Directors adopted the 2023 Plan as a means to offer incentives and attract, motivate and retain and reward persons eligible to participate in the 2023 Plan. Accordingly, the Board of Directors unanimously approved and adopted the 2023 Plan, including authorization of the issuance of 5 million (5,000,000) common shares of the Company’s common stock thereunder.

Set forth below is a summary of the 2023 Plan, which is qualified in its entirety by reference to the full text of the 2023 Plan, a copy of which is included as Annex A to this proxy statement.

Summary of the 2023 Plan

2023 Equity Incentive Plan

General.

Our board of directors adopted the Biotricity Inc. 2023 Equity Incentive Plan (the “2023 Plan”) prior to the offering, and the 2023 Plan is submitted hereto to our stockholders for approval. Our 2023 Plan became effective immediately on adoption. Our 2023 Plan is in addition to our existing 2016 Equity Incentive Plan (the “2016 Plan”). Awards outstanding under our 2016 Plan will continue to be governed by their existing terms. As of February 27, 2023, there were 390,105 shares of our common stock available for issuance under the 2016 Plan. Our 2023 Plan has the features described below.

Share Reserve.

The number of shares of our common stock available for issuance under our 2023 Plan is 5,000,000. Additionally, the 2023 Plan contains a provision that provides for an automatic annual increase to be added as of the first day of the Company’s fiscal year beginning in 2024 equal to the lessor of (i) 10% of the outstanding common stock on a fully diluted basis as of the end of the Company’s immediately preceding fiscal year, (ii) 5,000,000 shares, and (iii) a lesser amount determined by the board; provided, however, that any shares from any such increases in previous years that are not actually issued shall continue to be available for issuance under the 2023 Plan.

If any award lapses, expires, terminates or is canceled prior to the issuance of shares thereunder, is settled in cash in lieu of shares of common stock, or if shares of common stock are issued under the 2023 Plan to a participant and thereafter are forfeited to or otherwise reacquired by the Company, the shares subject to such awards and the forfeited or reacquired shares shall again be available for issuance under the 2023 Plan.

Administration.

The board of directors or the compensation committee will administer our 2023 Plan. The board of directors or compensation committee may also delegate concurrent responsibility for administering the 2023 Plan, including with respect to designated classes of eligible persons, to other committees consisting of one or more members of the board of directors, subject to such limitations as the Board deems appropriate, except with respect to grants of awards to participants who are subject to Section 16 of the Exchange Act.

Eligibility.

Employees, officers, directors or related companies may be eligible to participate in our 2023 Plan. An award may also be granted to consultants, agents, advisors and independent contractor for bona fide services rendered to the Company or any related company that are not in connection with the offer and sale of the Company’s securities in a capital-raising transaction and (b) do not directly or indirectly promote or maintain a market for the Company’s securities.

Types of Awards.

The compensation committee shall have the authority, in its sole discretion, to determine the type or types of awards to be granted under the Plan. Our 2023 Plan provides for the following types of awards:

	●	Incentive stock options and nonqualified stock options;
	●	Stock appreciation rights;
	●	Stock awards;
	●	Restricted stock;
	●	Stock units;
	●	Performance awards; and
	●	Other stock or cash-based awards.

Options and Stock Appreciation Rights.

The exercise price for options granted under our 2023 Plan may not be less than 100% of the fair market value of our common stock on the grant date, except in the case of substitute awards. In the case of an incentive stock option granted to a participant who owns more than 10% of the total combined voting power of all classes of the stock of the Company or of its parent or subsidiary corporations, shall be granted with an exercise price per share not less than 110% of the fair market value of the common stock on the grant date. Optionees will be permitted to pay the exercise price in cash or, as permitted in the award agreement:

	●	Cash;
	●	Check or wire transfer;
	●	Having the Company withhold shares of common stock that would otherwise be issued on exercise of a Nonqualified Stock Option that have an aggregate fair market value equal to the aggregate exercise price of the shares being purchased under the stock option;
	●	Tendering (either actually or, if and for as long as the common stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) shares of common stock owned by the participant that have an aggregate fair market value equal to the aggregate exercise price of the shares being purchased under the Option;
	●	if and so long as the common stock is registered under Section 12(b) or 12(g) of the Exchange Act, and to the extent permitted by law, delivery of a properly executed exercise agreement or notice, together with irrevocable instructions to a brokerage firm designated or approved by the Company to deliver promptly to the Company the aggregate amount of proceeds to pay the Option exercise price and any tax withholding obligations that may arise in connection with the exercise, all in accordance with the regulations of the Federal Reserve Board; or
	●	such other consideration as the compensation committee may permit.

Options and stock appreciation rights vest as determined by the compensation committee. Generally, the options shall vest and become exercisable according to the following schedule, which may be waived or modified by the compensation committee: 1/4^th is vested and exercisable after once year; an additional 1/48^th is vested and exercisable after each additional one-month period of continuous service completed thereafter; and 100% is vested and exercisable after 4 years Options and stock appreciation rights expire at the time determined by the compensation committee but in no event more than ten years after they are granted.

Stock Awards, Restricted Stock and Stock Units.

Stock awards, restricted stock and stock units may be awarded under our 2023 Plan, on such terms and conditions and subject to such repurchase or forfeiture restrictions, if any, which may be based on continuous service with the Company or a related company or the achievement of any performance goals, as the compensation committee shall determine in its sole discretion, which terms, conditions and restrictions shall be set forth in the instrument evidencing the award. In general, these awards will be subject to vesting. Any fractional shares subject to such swards shall be paid to the Participant in cash.

Performance Awards and Performance Units.

The compensation committee may grant awards of performance shares and performance units, designate the participants to whom such shares are to be awarded and determine the number of performance shares and the terms and conditions of each such award. Performance shares and units will consist of a unit valued by reference to a designated number of shares of common stock, the value of which may be paid to the participant by delivery of shares of common stock or, if set forth in the instrument evidencing the award, of such property as the compensation committee shall determine, including, without limitation, cash, shares of common stock, other property, or any combination thereof, upon the attainment of performance goals, as established by the compensation committee, and other terms and conditions specified by the compensation committee.

Other Stock or Cash-Based Awards.

Subject to the terms of the 2023 Plan and such other terms and conditions as the compensation committee deems appropriate, the compensation committee may grant other incentives payable in cash or in shares of common stock under the 2023 Plan.

Corporate Transactions.

In the event we are a party to a merger, consolidation, or otherwise, of all or substantially all the business and/or assets of the Company, all obligations of the Company under the Plan with respect to Awards shall be binding on any successor to the Company. Notwithstanding any other provision of the 2023 Plan to the contrary, unless the compensation committee determines otherwise with respect to a particular award, in the event of a change of control, if and to the extent an outstanding award is not converted, assumed, substituted for or replaced by the successor company, then such award will terminate upon effectiveness of the change of control. Prior to the change of control, the plan administrator may approve accelerated vesting and/or lapse of forfeiture or repurchase restrictions with respect to all or a portion of the unvested portions of such awards, any such determinations to be made by the plan administrator in its sole discretion. A change in control includes:

	●	certain acquisitions of beneficial ownership of more than 50% of our total voting power;
	●	a change in the composition of the board of directors during any two-year period such that the individuals who, as of the beginning of such two-year period, constitute the board of directors cease for any reason to constitute at least a majority of the board, as defined in the 2023 Plan; and
	●	the consummation of a company transaction, as defined in the 2023 Plan.

Adjustment of Shares.

In the event that, a stock dividend, stock split, spin off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to stockholders other than a normal cash dividend that has a material effect on the price of common stock, or other similar occurrence occurs, or a change in the company’s corporate or capital structure results in (i) outstanding shares of common stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or (ii) new, different or additional securities of the Company or any other company being received by the holders of shares of Common Stock, then the Committee shall make proportional adjustments as it, in its sole discretion, deems appropriate in:

	●	the maximum number and kind of securities available for issuance under the 2023 Plan;
	●	the maximum number and kind of securities issuable as incentive stock options as set forth in the 2023 Plan;
	●	the maximum numbers and kind of securities set forth in the 2023 Plan;
	●	the maximum number and kind of securities set forth in the 2023 Plan; and
	●	the number and kind of securities that are subject to any outstanding award and, if applicable, the per share price of such securities.

Amendments or Termination.

The 2023 Plan shall continue in effect until its termination by the Committee; provided, however, that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective date of the 2023 Plan. After the 2023 Plan is terminated, no future awards may be granted under the 2023 Plan, but awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and the 2023 Plan’s terms and conditions. Our board of directors may amend, suspend or terminate the 2023 Plan or any portion of the 2023 Plan at any time and in such respects as it shall deem advisable; provided, however, that, to the extent required by applicable law, regulation or stock exchange rule, stockholder approval shall be required for any amendment to the 2023 Plan. Subject to the 2023 Plan, the Board may amend the terms of any outstanding award, prospectively or retroactively.

Eligible Persons Under the 2023 Plan. As of the Record Date, there were approximately 58 employees, 3 non-executive directors and 5 consultants eligible for Awards under the 2023 Plan.

Equity Compensation Plan Information (as of December 31, 2022)

As of December 31, 2022, all compensation based on our equity was awarded under the Biotricity Inc. 2016 Stock Incentive Plan (the “2016 Plan”). The 2016 Plan provides for the grant of stock awards to employees, directors and consultants of the Company and its affiliates. The maximum aggregate number of shares of our common stock that may be issued under the equity incentive plan is 7,318,834, which, except as provided in the plan shall automatically increase on January 1 of each year for no more than 10 years, so the number of shares that may be issued is an amount no greater than 20% of our outstanding shares of common stock and Exchangeable Shares as of such January 1. The equity incentive plan provides for the grant of, among other awards, (i) “incentive” options (qualified under section 422 of the Internal Revenue Code of 1986, as amended) to our employees and (ii) non-statutory options and restricted stock to our employees, directors or consultants.

Shown below is information as of December 31, 2022 with respect to the common stock of the Company that may be issued under its equity compensation plans.

Plan Category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights		(b) Weighted- average exercise price of outstanding options, warrants and rights		(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders (1)		7,318,834	$	2.351		129,710

Equity compensation plans not approved by security holders (2)

Directors, Officers and Employees Stock Option Plan (3)

Warrants granted to Directors and Officers (4)		1,457,294	$	1,067		-

Total		8,776,128				129,710

(1) Represents the Company’s 2016 Equity Incentive Plan and includes options to purchase an aggregate of 2,499,998 shares of our common stock granted to Mr. Al-Siddiq pursuant to his employment agreement at an exercise price of $2.20, as well as a further grant to Mr. Al-Siddiq of 1,300,000 options in January 2018 and 1,400,000 options in April 2020 which vest quarterly over four years and have an exercise price of $1.06 per share.

(2) At the time of the Acquisition Transaction on February 2, 2016, each (a) outstanding option granted or issued pursuant to iMedical’s existing equity compensation plan was exchanged for approximately 1.197 economically equivalent replacement options with a corresponding adjustment to the exercise price and (b) outstanding warrant granted or issued pursuant to iMedical’s equity compensation plans was adjusted so the holder receives approximately 1.197 shares of common stock with a corresponding adjustment to the exercise price. Does not include options granted to Mr. Al-Siddiq discussed in (1) above.

(3) On March 30, 2015, iMedical approved Directors, Officers and Employees Stock Option Plan, under which it authorized and issued 3,000,000 options. This plan was established to enable the Company to attract and retain the services of highly qualified and experience directors, officers, employees and consultants and to give such person an interest in the success of the Company. As of March 31, 2018, there were 137,500 outstanding options at an exercise price of $.0001 under this plan. These options represented the right to purchase 164,590 shares of the Company’s common stock using the ratio of 1.1969:1. All of these options were exercised during the year ended March 31, 2019. No other grants will be made under this plan.

(4) This category relates to individuals who, at the time of grant, were not part of the Company’s 2016 Equity Incentive Plan.

Required Stockholder Vote and Recommendation of Our Board of Directors

Approval of the Equity Plan Proposal requires the affirmative vote of a majority of the votes cast at the Meeting, whether in person or by proxy, provided that a quorum is present. An abstention is effectively treated as a vote cast against the Equity Plan Proposal. Broker non-votes and failures of record holders to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person by ballot at the Meeting will have no effect on the outcome of the vote on the Equity Plan Proposal.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE

“FOR” THE EQUITY PLAN PROPOSAL

PROPOSAL NO. 3 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

Proposal

The Board of Directors has appointed SRCO Professional Corporation as our independent registered public accounting firm for the fiscal year 2023 and has further directed that the selection of SRCO Professional Corporation be submitted to a vote of the Company’s stockholders at the Meeting for ratification.

As described below, the stockholder vote is not binding on the Board of Directors. If the appointment of SRCO Professional Corporation is not ratified, the Board of Directors will evaluate the basis for the stockholders’ vote when determining whether to continue the firm’s engagement, but may ultimately determine to continue the engagement of the firm or another audit firm without re-submitting the matter to stockholders. Even if the appointment of SRCO Professional Corporation is ratified, the Board of Directors may in its sole discretion terminate the engagement of the firm and direct the appointment of another independent auditor at any time during the year if it determines that such an appointment would be in the best interests of our Company and our stockholders.

Representatives of SRCO Professional Corporation are not expected to attend the Meeting.

Fees

The aggregate fees billed to us by our principal independent public accountant for services rendered for the years ended March 31, 2022 and 2021, are set forth in the table below:

Fee Category	2022		2021
Audit Fees (1)	$	169,250	$	79,730
Audit-Related Fees (2)				-
Tax Fees (3)				-
All Other Fees (4)				-
Total Fees	$	169,250	$	79,730

(1)	Audit fees consist of audit and review services, consents and review of documents filed with the SEC.

(2)	Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements, but are not reported under “Audit fees.”

(3)	Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.

(4)	All other fees consist of fees billed for all other services.

The Board’s Pre-Approval Practice

In its capacity, the Board pre-approves all audit (including audit-related) and permitted non-audit services to be performed by the independent auditors. The Board will annually approve the scope and fee estimates for the year-end audit to be performed by the Company’s independent auditors for the fiscal year. With respect to other permitted services, the Board pre-approves specific engagements, projects and categories of services on a fiscal year basis, subject to individual project and annual maximums. To date, the Company has not engaged its auditors to perform any non-audit related services.

Audit Committee

The Audit Committee, among other things, is responsible for:

	●	selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

	●	helping to ensure the independence and performance of the independent registered public accounting firm;

	●	discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

	●	developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

	●	reviewing our policies on risk assessment and risk management;

	●	reviewing related party transactions;

	●	obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

	●	approving (or, as permitted, pre-approving) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

The Board has affirmatively determined that each member of the Audit Committee meets the additional independence criteria applicable to audit committee members under SEC rules and the NASDAQ Stock Market. The Board of Directors has adopted a written charter setting forth the authority and responsibilities of the Audit Committee. The Board has affirmatively determined that each member of the Audit Committee is financially literate, and that Chester White meets the qualifications of an Audit Committee financial expert. The Audit Committee consists of David A. Rosa, Ronald McClurg and Chester White. Chester White is the chairman of the Audit Committee. Patricia Kennedy and Norman Betts were each a member of the Audit Committee until their resignations from the Board in August 2022. During the fiscal year ended March 31, 2022, the Audit Committee met 4 times.

Based on the review and the discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2022 for filing with the SEC.

The Audit Committee also considered whether the non-audit services rendered by our independent registered public accounting firm are compatible with an auditor maintaining independence. The Audit Committee has determined that the rendering of such services is compatible with SRCO Professional Corporation maintaining its independence.

Required Stockholder Vote and Recommendation of Our Board of Directors

Approval of our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast at the Meeting, whether in person or by proxy, provided that a quorum is present. An abstention is effectively treated as a vote cast against this proposal.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
“FOR” THIS PROPOSAL NO. 3.

AUDIT COMMITTEE REPORT

The Board of Directors has reviewed and discussed with management our audited financial statements for the fiscal year ended March 31, 2022, which were audited by SRCO Professional Corporation, our independent registered public accounting firm. The Board of Directors discussed with SRCO Professional Corporation the matters required to be discussed pursuant to Public Company Accounting Oversight Board (United States) Auditing Standard 1301 (Communication with Audit Committee). The Board of Directors received the written disclosures and letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Board of Directors concerning independence, and discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. The Board of Directors also considered whether the provision of services other than the audit of our financial statements for the fiscal year ended March 31, 2022, were compatible with maintaining SRCO Professional Corporation’s independence.

The Board of Directors has selected SRCO Professional Corporation as our independent auditor for 2023.

	Respectfully submitted by the Audit Committee,

	David A. Rosa, Chester White and Ronald McClurg

PROPOSAL NO. 4 – TO APPROVE THE
ISSUANCE OF SHARES OF UP TO $10,000,000 OF THE COMPANY’S COMMON STOCK UPON
THE CONVERSION OF CONVERTIBLE PROMISSORY NOTES ISSUED IN A PRIVATE
PLACEMENT, WITHOUT GIVING EFFECT TO NASDAQ’S 19.99% EXCHANGE CAP.

Proposal

We are seeking stockholder approval under this Proposal to the consummation of the Transactions, and in particular to the potential issuance of shares of common stock under the terms of the Agreement, the Notes and the Warrants totaling 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance of the Notes and Warrants, in order to comply with Nasdaq Listing Rule 5635(d).

Background

Beginning in February 2023, we have entered or intend to enter into subscription agreements (the “Agreements”) with certain accredited investors (the “Purchasers”), as defined by Rule 501 under the Securities Act, pursuant to which we agreed to issue and sell to the Purchasers and the Purchasers agreed to purchase from us (i) convertible promissory notes (the “Notes”) in an aggregate principal amount of up to $10,000,000 (the “Maximum Amount”) and (ii) warrants to purchase shares of common stock (the “Warrants”, and together with the Notes, the “Securities”) for an aggregate purchase price of up to $10,000,000, in a private placement (the “Private Placement”). The issuance of the Notes, the Warrants and related shares of common stock issuable upon the conversion of the Notes and exercise of the Warrants are intended to be exempt from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act and Rule 506(c) of Regulation D (“Regulation D”). The Agreement includes customary representations and warranties made by each of the Purchasers and us.

Notes

The Notes have a term of one year from issuance (the “Maturity Date”) and accrue interest at the rate of 15.0% per annum, beginning on the date of issuance. Interest is computed based on a 360-day year of twelve 30-day months and is payable, along with the principal amount, on the Maturity Date.

Optional Conversion of the Notes

The Notes are convertible, in whole or in part, together with accrued interest, at the holder’s option into shares of the Company’s common stock after 6 months from the date of issue as long as the note is outstanding (an “Optional Conversion”). The conversion price per share of common stock will be equal to the lower of (i) a 25% discount to average of the daily volume weighted average price of the common stock (the “VWAP”) over the five trading days prior to the conversion date; or (ii) a 20% discount to the gross sale price per share of common stock (or conversion or exercise price per share of common stock of any common stock equivalents) sold in a Qualified Financing. “Qualified Financing” means the next public offering or private placement offering of the Company of common stock or common stock equivalents following the Issue Date in a transaction or series of transactions that raises in excess of $10,000,000 in gross proceeds (excluding the conversion or exercise price of any common stock equivalents sold in such offering).

Mandatory Conversion of the Notes

Mandatory conversion of the Note into the shares of common stock will occur, at the option of the Company, if one of the following conditions are met: (a) on each of any 20 consecutive trading days (the “Measurement Period”) (i) the closing price of the common stock on the applicable trading market is at least $3.00 per share and (ii) the dollar value of average daily trades of the common stock is at least $400,000 per trading day; or (b) upon the closing of a Qualified Financing, provided that the dollar value of average daily trades of the common stock on each of the 10 consecutive trading days following such closing is at least $400,000 per trading day (a “Mandatory Conversion”). The conversion price per share in a Mandatory Conversion will be (i) in the case of a Mandatory Conversion under clause (a) above, 70% of the VWAP over the Measurement Period, or (ii) in the case of a Mandatory Conversion under clause (b) above, 80% of the gross sale price per share of Common Stock (or conversion or exercise price per share of Common Stock of any Common Stock Equivalents) sold in a Qualified Financing.

Under the terms of the Notes, to the extent that (1) the price of the Optional Conversion or Mandatory Conversion applicable to any conversion is less than the applicable “Minimum Price” as defined in Nasdaq Rule 5635(d)(1)(A)); and (2) the number of shares of common stock theretofore issued by the Company upon all Optional Conversions and Mandatory Conversions prior to the conversion date, as defined below (the “Prior Conversions”), together with the number of shares of common stock otherwise required to be issued by the Company upon all Optional Conversions and Mandatory Conversions to be made on the Conversion Date (the “Current Conversions”), in the aggregate, would total more than 19.99% of the outstanding shares of common stock as of the date of issuance of the Note (the “Threshold Amount”); and (3) the Company has not yet secured or has been unable to secure the approval of its stockholders to the matters referred to in this Proposal No. 4, then the number of shares of Common Stock issued by the Company upon all Optional Conversions and Mandatory Conversions to be made on the date the Company receives a conversion notice or the date of an event that results in a Mandatory Conversion as defined in the Note (the “Conversion Date”) shall be reduced, pro rata among all Holders of Notes to be converted on the Conversion Date based on the number of shares otherwise issuable to each, shall be reduced to an aggregate number of shares equal to the difference between the Threshold Amount and the Prior Conversions.

“Minimum Price” means a price that is the lower of: (i) the Nasdaq Official Closing Price immediately preceding the closing of the sale of a Note; or (ii) the average Nasdaq Official Closing Price of the common stock for the five trading days immediately preceding such date.

We are required by the Agreements to seek an affirmative vote of our stockholders at a meeting no later than April 30, 2023, to approve the transactions contemplated by the Agreements, the Notes and the Warrants (the “Transactions”).

Warrants

Investors in the Private Placement will receive a Warrant to purchase a number of shares of common stock equal to the investor’s subscription amount divided by the 5-trading day VWAP (the “Warrant VWAP”) immediately preceding the date of the final closing of the Notes. The Warrants are exercisable after 6 months from the issue date until 4 years from the issue date for cash at a fixed price per share equal to 200% of the Warrant VWAP, subject to customary adjustments in certain events, which include that if the Company sells shares of common stock at a price less than the then current exercise price of the Warrants, or issues Common Stock Equivalents with a conversion or exercise price per share lower than the then current exercise price, then the exercise price will be reduced to such lower price. The Warrants were required to be issued within 10 days after the final closing of the Notes.

Placement Agent

The Company engaged Paulson Investment Company, LLC (“Placement Agent”) as its exclusive placement agent for the Private Placement and will pay Paulson a cash fee equal to 10% of the gross proceeds received by the Company in the Private Placement. The Placement Agent will also receive warrants to purchase a number of shares of our common stock equal to 8% of the gross proceeds received by the Company in the Private Placement divided by the Warrant VWAP. The Company will also pay to the Placement Agent a non-accountable expense fee equal to $25,000.

Registration Rights

The Company has agreed to file a resale registration statement covering the shares issuable upon the conversion of the Notes and exercise of the Warrants and the Placement Agent Warrants with the United States Securities and Exchange Commission within 30 days after the final Closing of the Offering.

Voting Agreement

The Company’s directors, officers, employees and certain affiliates who own shares of the Company’s common stock, or other securities that give the holders thereof the right to vote at a meeting of the stockholders of the Company (collectively the “Insiders”), pursuant to which the Insiders shall agree to vote the securities they hold in the Company in favor of the matters set forth in this Proposal No. 4.

The foregoing descriptions of the form of subscription agreement, form of convertible promissory note and form of warrant do not purport to be complete and are qualified in its entirety by reference to the full text of the form of subscription agreement, form of convertible promissory note and form of warrant, copies of which are included herewith as Annex B, C and D, respectively.

Why We Need Stockholder Approval

Our common stock is currently listed on the Nasdaq Capital Market and trades under the ticker symbol “BTCY”. As such, we are subject to Nasdaq Marketplace Rules. We are seeking stockholder approval in part in order to comply with Nasdaq Listing Rule 5635(d), which requires stockholder approval for a transaction by us, other than a public offering (as defined in Nasdaq rules), involving the sale, issuance or potential issuance by us of common stock (or securities convertible into or exercisable for common stock), which alone or together with sales by officers, directors or Substantial Shareholders (as defined in Nasdaq rules) of the Company, equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance, at a price less than the Minimum Price.

See the section entitled “—STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF BIOTRICITY INC” for additional information related to our shares outstanding.

Because the various conversion prices of the Notes are based on the market price or offering price of our common stock (and may be below the Minimum Price), and because the exercise price of the Warrants can be adjusted downward (and may be below the Minimum Price), it is not possible to calculate the maximum number of shares of our common stock that may be issued upon conversion in full of the Notes and exercise in full of the Warrants. In addition, we generally have no control over whether the Purchasers will convert the Notes or exercise the Warrants, and cannot predict whether we will exercise a Mandatory Conversion of the Notes if permitted. The number of shares of common stock that may be so issued may exceed 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance of the Notes and Warrants.

Effect of Issuance of Additional Securities

Our stockholders will incur dilution of their percentage ownership to the extent that the Purchasers or we convert the Notes or the Purchasers exercise the Warrants. Further, because of the possibility that the Note conversion prices are not fixed and Warrant exercise price may be adjusted to a lower amount, stockholders may experience an even greater dilutive effect. The exact magnitude of the dilutive effect cannot be conclusively determined, but the dilutive effect may be material to our current stockholders. Additionally, the issuance and subsequent resale of shares sold may cause the market price of our common stock to decline.

While we cannot predict the market price of our common stock (and therefore the number of shares of our common stock issuable upon conversion of the Notes) on any date in the future, the following examples illustrate the hypothetical effect of decreases in our common stock price of 25%, 50% and 75% from the five-trading-day average daily VWAP of our common stock as of February 27, 2023, of $0.7176, on the number of shares of our common stock that would be issuable if all of the Notes were converted at once (assuming such decreased stock price were the applicable VWAP over the applicable period on which the actual Optional Conversion Price A or Mandatory Conversion Price A were based, and excluding shares issuable attributable to conversion of accrued interest as of any conversion date, which would increase the share numbers below):

Decrease	Assumed VWAP		Optional Conversion Price A (75% of Assumed VWAP)		Shares Issuable upon Full Optional Conversion (Excluding Interest)		Mandatory Conversion Price A (70% of Assumed VWAP)		Shares Issuable upon Full Mandatory Conversion (Excluding Interest)
25%	$	0.5382	$	0.4037		24,773,658	$	0.3767		26,543,205
50%	$	0.3588	$	0.2691		37,160,487	$	0.2512		39,814,808
75%	$	0.1794	$	0.1346		74,320,975	$	0.1256		79,629,616

Any transaction requiring approval by our stockholders under Nasdaq Listing Rule 5635(d) to allow for the full issuance and exercise of shares of common stock issued to the Purchasers would likely result in a significant increase in the number of shares of our common stock outstanding, and, as a result, if the Notes are converted and/or the Warrants are exercised, our current stockholders will own a smaller percentage of outstanding shares of our common stock.

The issuance of securities in the Private Placement, may cause a reduction in the percentage interests of our current stockholders in the voting power, any liquidation value, our book and market value, and in any future earnings. Further, the issuance or resale of our common stock issued to the Purchasers upon conversion of the Notes or exercise of the Warrants could cause the market price of our common stock to decline. In addition to the foregoing, the increase in the number of issued shares of our common stock that may be issued upon conversion of the Notes or exercise of the Warrants may have an incidental anti-takeover effect in that additional shares could be used to dilute the stock ownership of parties seeking to obtain control of us. The increased number of issued shares could discourage the possibility of, or render more difficult, certain mergers, tender offers, proxy contests or other change of control or ownership transactions.

In addition, to the extent that the Purchasers or we convert the Notes or the Purchasers exercise the Warrants, the Purchasers by exercising their voting rights could significantly influence future Company decisions. As a result, the Purchasers will be able to exercise significant influence over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may make it more difficult for other stockholders to effect substantial changes in the Company. Further, the possibility that the Purchasers may sell all or a large portion of their common stock in a short period of time could adversely affect the trading price of our common stock. The interests of these Purchasers may not be in the best interests of all stockholders.

Required Stockholder Vote and Recommendation of Our Board of Directors

The Nasdaq Proposal requires the affirmative vote of a majority of the shares of our common stock present and in person or by proxy at the Meeting and entitled to vote thereon as of the Record Date, provided that a quorum is present. An abstention is effectively treated as a vote cast against this proposal.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE

“FOR” THIS PROPOSAL NO. 4.

PROPOSAL NO. 5 – ADVISORY VOTE ON EXECUTIVE COMPENSATION

Proposal

The SEC has adopted final rules requiring most public companies to provide stockholders with periodic advisory (non-binding) votes on executive compensation, also referred to as “say-on-pay” proposals. The Company is therefore now presenting the following proposal, which gives you as a stockholder the opportunity to endorse or not endorse the Company’s equity compensation program for the named executive officers listed under “Executive Compensation” in this proxy statement by voting for or against the following resolution.

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion is hereby approved.”

Pursuant to Rule 14a-21 of the Exchange Act, this vote will not be binding on the Board of Directors or the Compensation Committee and may not be construed as overruling a decision by the Board of Directors, creating or implying any change to the fiduciary duties of the Board of Directors or any additional fiduciary duty by the Board of Directors or restricting or limiting the ability of stockholders to make proposals for inclusion in proxy materials related to executive compensation. The Compensation Committee, however, may take into account the outcome of the vote when considering future executive compensation arrangements.

Required Stockholder Vote and Recommendation of Our Board of Directors

In voting to approve the above resolution, stockholders may vote for the resolution, against the resolution or abstain from voting. This matter will be decided by the affirmative vote of a majority of the shares present in person or by proxy, provided that a quorum is present. An abstention is effectively treated as a vote cast against this proposal.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE

“FOR” THE RESOLUTION IN THE SAY-ON-PAY PROPOSAL

PROPOSAL NO. 6 — ADVISORY VOTE ON THE FREQUENCY OF
FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

Proposal

The SEC has also adopted final rules requiring most public companies to hold an advisory (non-binding) vote on the frequency of holding say-on-pay votes. Accordingly, as required by the SEC’s rules, the Company is including this proposal to give its stockholders the opportunity to inform it as to how often they wish the Company to include a say-on-pay proposal, similar to Proposal No. 5, in our proxy statements.

The Company is presenting this proposal, which gives you, as a stockholder, the opportunity to inform the Company as to whether you wish it to hold an advisory (non-binding) vote on executive compensation once every one year, two years, or three years, or you may abstain from voting on the proposal.

The Board of Directors recommends that you vote for every three (3) years as the desired frequency for the Company to hold a non-binding, advisory vote of the stockholders on executive compensation. The Company believes this frequency is appropriate for the reasons set forth below:

●

The Company’s equity compensation program for the named executive officers is designed to support long-term value creation, and a vote every three years will allow the stockhold

SEC Form DEF 14A filed by Biotricity Inc.