Biotricity Secures $3M in Funding, Expands Cardiac AI Portfolio

TL;DR

**Biotricity's recent capital raise and AI advancements signal a bullish long-term play in remote cardiac monitoring, despite near-term dilution concerns.**

AI Summary

Biotricity Inc. (BTCY) is a medical technology company focused on biometric data monitoring solutions, particularly in the cardiac market. The company launched its Bioflux COM technology in April 2019, followed by Bioheart in 2021 and Biotres Cardiac Monitoring Device in 2022, expanding its sales to 33 states. In 2021, BTCY received FDA clearance for its Bioflux Software II System, improving workflow and reducing review time from 5 minutes to 30 seconds. The company is transitioning to a utilization-based recurring technology fee revenue model. In September 2023, BTCY secured $2,000,000 through the issuance of 220 shares of Series B Convertible Preferred Stock at $9,090.91 per share, with an 8% annual dividend. Additionally, in October 2023, BTCY issued a $1,000,000 unsecured convertible preferred note bearing 12% annual interest. The company also received a $238,703 NIH Grant in March 2023 for AI-enabled real-time monitoring for stroke prediction in chronic kidney disease patients, broadening its technology platform. BTCY has monitored over two billion heartbeats, benefiting over 28,000 patients diagnosed with atrial fibrillation.

Why It Matters

Biotricity's strategic shift to a recurring revenue model, coupled with recent capital injections of $3 million, could provide financial stability and fuel its expansion in the competitive remote patient monitoring market. The company's focus on AI-driven cardiac diagnostics and chronic care management, including the Bioflux and Biotres devices, positions it against larger players like Philips and Medtronic. For investors, the Series B Preferred Stock and convertible note introduce potential dilution risks but also provide necessary capital for growth. Employees and customers could benefit from enhanced product development and broader market penetration, particularly with the launch of the Biotres Pro and Biocare app, improving patient outcomes and healthcare efficiency.

Risk Assessment

Risk Level: medium — The S-1 filing highlights a 'high degree of risk' for investors, particularly concerning the dilutive potential of the Series B Convertible Preferred Stock and the unsecured convertible preferred note. The Series B Preferred Stock's conversion price of $3.50 is subject to adjustment, and an alternate conversion price of 80% (or 70% under certain conditions) of the lowest daily VWAP could lead to significant dilution. Additionally, the company's ability to grow recurring revenue is 'predicated on the size and quality of our sales force,' indicating execution risk in market penetration.

Analyst Insight

Investors should closely monitor Biotricity's recurring revenue growth and sales force expansion, as these are critical to its path to profitability. Evaluate the impact of potential dilution from the Series B Preferred Stock and convertible note on existing common stock holders. Consider the long-term potential of its AI-driven cardiac solutions against the backdrop of its 'high degree of risk' disclosure.

Key Numbers

• $2,000,000 — Gross proceeds from Series B Preferred Stock (Received on September 19, 2023, from an institutional investor)
• 220 — Shares of Series B Preferred Stock issued (Issued at a purchase price of $9,090.91 per share)
• $1,000,000 — Principal amount of unsecured convertible preferred note (Issued on October 31, 2023, to an investor)
• 8% — Annual dividend rate for Series B Preferred Stock (Increases to 15% upon a Triggering Event)
• 12% — Annual interest rate for unsecured convertible preferred note (Paid in cash monthly)
• $3.50 — Initial conversion price for Series B Preferred Stock (Subject to adjustment based on stock performance or issuance)
• 4.99% — Beneficial ownership limitation for Series B Preferred Stock conversion (Holders cannot exceed this percentage of outstanding Common Stock)
• 19.9% — Maximum Common Stock issuance upon Series B conversion without shareholder approval (Based on outstanding Common Stock as of initial issuance date)
• $238,703 — NIH Grant award received (Received in March 2023 for AI-Enabled real-time monitoring for stroke)
• 28,000 — Patients diagnosed with afib benefited (Over the past two years through Biotricity's monitoring efforts)

Key Players & Entities

• BIOTRICITY INC. (company) — Registrant and medical technology company
• Waqaas Al-Siddiq (person) — Chief Executive Officer of Biotricity Inc.
• Ronald S. McIntyre (person) — Contact for copies of the registration statement
• U.S. Food and Drug Administration (regulator) — Granted clearance for Bioflux and Biotres technologies
• National Heart, Blood, and Lung Institute (regulator) — Awarded NIH Grant to Biotricity
• Dr. Fareeha Siddiqui (person) — VP of Healthcare at Biotricity Inc.
• Amazon (company) — Strengthened relationship with Biotricity
• Google (company) — Strengthened relationship with Biotricity, utilizing TensorFlow
• Grand View Research (company) — Source for healthcare AI market projection

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company's auditors have expressed substantial doubt about its ability to continue as a going concern, indicating potential financial instability and the need for additional capital to support its business plan and growth.
• Indebtedness Impact [medium — financial]: Existing and future levels of indebtedness could adversely affect the company's financial health, with potential consequences if covenants within credit agreements are not met.
• Capital Requirements and Financing Risk [high — financial]: The company requires additional capital to fund its business plan and growth, but cannot predict future capital needs or guarantee the ability to secure additional financing.
• Covenant Non-Compliance [high — financial]: The company is not in compliance with certain covenants contained within specific agreements, which could lead to defaults or other adverse actions.
• Offering Price Determination [medium — financial]: The determination of the offering price for securities in this offering is subject to various factors and may not reflect the company's intrinsic value.
• Use of Proceeds Discretion [medium — financial]: Management will have broad discretion over the use of proceeds from this offering, which may not align with investor expectations.
• Best Efforts Offering [low — financial]: This is a reasonable best efforts offering, meaning there is no minimum amount of securities required to be sold, and investors will not receive a refund if the expected amount is not sold.

Industry Context

Biotricity operates in the rapidly growing remote patient monitoring (RPM) market, particularly within cardiology. Key trends include increasing adoption of telehealth, demand for chronic disease management solutions, and advancements in AI for data analysis. The competitive landscape includes established medical device companies and emerging tech startups, all vying for market share through innovative solutions and regulatory approvals.

Regulatory Implications

As a medical technology company, BTCY is subject to stringent FDA regulations for its devices and software. Obtaining and maintaining FDA clearance is critical for market access. The company must also comply with data privacy regulations like HIPAA. Any failure in compliance can lead to significant penalties, product recalls, and reputational damage.

What Investors Should Do

1. Review the company's cash burn rate and runway given the going concern warning.
2. Analyze the terms and potential dilution from the Series B Convertible Preferred Stock and the convertible note.
3. Assess the company's progress in resolving covenant non-compliance issues.
4. Evaluate the commercialization strategy and sales traction for Bioflux, Bioheart, and Biotres.
5. Monitor the development and potential impact of the NIH-funded AI research.

Key Dates

• 2019-04-01: Launch of Bioflux COM technology — Marks the company's entry into the biometric data monitoring market with a specific cardiac solution.
• 2021-01-01: Launch of Bioheart — Expansion of product offerings in the cardiac monitoring space.
• 2022-01-01: Launch of Biotres Cardiac Monitoring Device — Further expansion of product portfolio and sales reach to 33 states.
• 2021-01-01: FDA clearance for Bioflux Software II System — Improved software efficiency, reducing review time from 5 minutes to 30 seconds, enhancing operational capabilities.
• 2023-03-01: Receipt of $238,703 NIH Grant — Funding for AI-enabled real-time monitoring for stroke prediction, diversifying technology applications and potential revenue streams.
• 2023-09-19: Issuance of Series B Convertible Preferred Stock — Raised $2,000,000, providing crucial capital for operations and growth, with specific terms for conversion and dividends.
• 2023-10-31: Issuance of $1,000,000 unsecured convertible preferred note — Secured additional $1,000,000 in funding with a 12% annual interest rate, further supporting financial needs.

Glossary

Going Concern

An assumption that a company will continue to operate for the foreseeable future, without the intention or need for liquidation or to cease trading. (The auditors' doubt about BTCY's ability to continue as a going concern is a significant risk factor for investors.)

Convertible Preferred Stock

A class of preferred stock that can be converted into a specified number of common stock shares. (BTCY issued Series B Convertible Preferred Stock, which has implications for future dilution and ownership structure.)

Convertible Preferred Note

A debt instrument that can be converted into equity (common stock) under certain conditions. (BTCY issued a convertible preferred note, indicating a form of financing that could lead to equity dilution.)

Covenants

Conditions or promises included in a loan or debt agreement that must be met by the borrower. (BTCY's non-compliance with certain covenants in its agreements poses a significant risk.)

Best Efforts Offering

A type of securities offering where the underwriter agrees to use its best efforts to sell as much of the offered securities as possible, but is not obligated to purchase any unsold securities. (This offering structure means there's no guarantee of full subscription, impacting the capital raised.)

Year-Over-Year Comparison

Information regarding the company's performance metrics such as revenue, net income, and margins in comparison to a prior filing is not available in the provided text. However, the recent financing activities, including the Series B Preferred Stock issuance ($2,000,000) and the convertible note ($1,000,000), indicate a continued need for capital. The company is also facing significant risk factors, including auditor concerns about its ability to continue as a going concern and non-compliance with loan covenants, suggesting potential deterioration or increased risk since a previous assessment.

Key Financial Figures

• $238,703 — ic kidney disease patients. We received $238,703 under this award in March 2023, which w
• $208.2 billion — ket opportunity is projected to grow to $208.2 billion by 2030 according to Grand View Researc
• $0.001 — d Series B Convertible Preferred Stock, $0.001 par value (the "Series B Preferred Stoc
• $9,090.91 — eferred Stock"), at a purchase price of $9,090.91 per share of Series B Preferred Stock,
• $2,000,000 — to which we received gross proceeds of $2,000,000. Shares of Series B Preferred Stock a
• $10,000 — B Preferred Stock has a stated value of $10,000 per share (the "Stated Value"). The Ser
• $3 — price. The initial conversion price is $3.50, subject to adjustment upon a stock
• $1,000,000 — (the "Note") in the principal amount of $1,000,000 to an investor ("Investor"). The Note b
• $35 million — isted Securities ("MVLS") was below the $35 million minimum requirement for continued inclu

Filing Documents

• forms-1.htm (S-1) — 3909KB
• ex5-1.htm (EX-5.1) — 10KB
• ex10-4.htm (EX-10.4) — 19KB
• ex23-1.htm (EX-23.1) — 8KB
• ex107.htm (EX-FILING FEES) — 45KB
• forms-1_001.jpg (GRAPHIC) — 10KB
• forms-1_002.jpg (GRAPHIC) — 4KB
• ex23-1_001.jpg (GRAPHIC) — 3KB
• forms-1_003.jpg (GRAPHIC) — 23KB
• 0001493152-25-028614.txt ( ) — 14548KB
• btcy-20250930.xsd (EX-101.SCH) — 68KB
• btcy-20250930_cal.xml (EX-101.CAL) — 69KB
• btcy-20250930_def.xml (EX-101.DEF) — 368KB
• btcy-20250930_lab.xml (EX-101.LAB) — 570KB
• btcy-20250930_pre.xml (EX-101.PRE) — 448KB
• forms-1_htm.xml (XML) — 2729KB
• ex107_htm.xml (XML) — 4KB

RISK FACTORS

RISK FACTORS 13 Determination of Offering Price . 37

Dilution

Dilution 37 Plan of Distribution 38

Description of Securities to be Registered

Description of Securities to be Registered 39 Interests of Named Experts and Counsel 40

Financial Statements

Financial Statements 58

Indemnification of Directors and Officers

Item 14. Indemnification of Directors and Officers II-1

Recent Sales of Unregistered Securities

Item 15. Recent Sales of Unregistered Securities II-2

Exhibits

Item 16. Exhibits II-3 DEALER PROSPECTUS DELIVERY OBLIGATION Until _________, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. 2 The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. BIOTRICITY INC. 44,117,647 SHARES OF COMMON STOCK Investing in our securities involves a high degree of risk. See Risk Factors, beginning on page 13. 3 SUMMARY INFORMATION This summary provides an overview of selected information contained elsewhere in this prospectus. It does not contain all the information you should consider before making a decision to purchase the shares we are offering. You should very carefully and thoroughly read the more detailed information in this prospectus and review our financial statements contained herein. AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US," AND "OUR" REFERS TO BIOTRICITY INC. THE FOLLOWING SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK. Summary Information about BIOTRICITY INC. This summary highlights certain information appearing elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in our securities and it is qualified in its entirety by

Risk Factors

Risk Factors An investment in our Company is subject to a number of risks, including risks relating to this offering. Set forth below is a high-level summary of some, but not all, of these risks. Please read the information in the section entitled "Risk Factors" of this prospectus, for a more thorough description of these and other risks. Risks Related to Our Financial Position Our existing and future levels of indebtedness could adversely affect our financial health. Our auditors have indicated doubt about our ability to continue as a going concern. We require additional capital to support our present business plan and our anticipated business growth. We cannot predict our future capital needs and we may not be able to secure additional financing. The failure to comply with the terms of the Credit Agreement could result in a default. Our ability to make payments under the Credit Agreement depends on factors beyond our control. We are not in compliance with certain covenants contained within certain agreements. Risks Related to this Offering Our management will have broad discretion over the use of proceeds from this offering This is a reasonable best efforts offering, with no minimum amount of securities required to be sold. Investors in this offering will not receive a refund if we do not sell the expected amount of securities. If you purcha

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View this S-1 filing on SEC EDGAR