UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended June 30, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the period from ______________ to_______________

Commission file number: 000-40761

BIOTRICITY INC.

(Exact name of registrant as specified in its charter)

Nevada

30-0983531

State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification No.)

203 Redwood Shores Parkway, Suite 600

Redwood City, California 94065

(Address of principal executive offices)

(650) 832-1626

(Registrant’s Telephone Number, Including Area Code)

Indicate by check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act).

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		BTCY		The NASDAQ Stock Market LLC

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 8,321,342 shares of Common Stock, $0.001 par value, at August 14, 2023. As at that same date, the Company also has 244,453 Exchangeable Shares outstanding that convert directly into common shares, which when combined with its Common Stock produce an amount equivalent to 8,565,795 outstanding voting securities.

BIOTRICITY INC.

Part I – Financial Information

Item 1 – Condensed Consolidated Financial Statements	3
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3 – Quantitative and Qualitative Disclosures About Market Risk	40
Item 4 – Controls and Procedures	40

Part II – Other Information	41

Item 1 – Legal Proceedings	41
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3 – Defaults Upon Senior Securities	41
Item 4 – Mine Safety Disclosures	41
Item 5 – Other Information	41
Item 6 – Exhibits	41
Signatures	42

PART 1

FINANCIAL INFORMATION

Item 1 – Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets at June 30, 2023 (unaudited) and March 31, 2023 (audited)	4

Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended June 30, 2023 and 2022 (unaudited)	5

Condensed Consolidated Statements of Stockholders’ Deficiency for the three months ended June 30, 2023 and 2022 (unaudited)	6

Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2023 and 2022 (unaudited)	7

Notes to the Condensed Consolidated Financial Statements	8

BIOTRICITY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS AT JUNE 30, 2023 (unaudited) AND MARCH 31, 2023 (audited)

(Expressed in US Dollars)

	As at June 30, 2023			As at March 31, 2023
	$			$

CURRENT ASSETS
Cash		51,433			570,460
Accounts receivable, net		1,512,753			1,224,137
Inventories [Note 3]		2,215,560			2,337,006
Deposits and other receivables		620,932			588,599
Total current assets		4,400,678			4,720,202

Deposits [Note 10]		85,000			85,000
Long-term accounts receivable		138,737			96,344
Property and equipment [Note 12]		20,017			21,506
Operating right of use assets [Note 10]		1,499,691			1,587,492
TOTAL ASSETS		6,144,123			6,510,544

CURRENT LIABILITIES
Accounts payable and accrued liabilities [Note 4]		6,563,095			5,042,476
Convertible promissory notes and short term loans [Note 5]		5,600,051			4,774,468
Term loan, current [Note 6]		600,000			—
Derivative liabilities [Note 8]		1,984,781			1,008,216
Operating lease obligations, current [Note 10]		349,616			335,608
Total current liabilities		15,097,543			11,160,768

Federally guaranteed loans [Note 7]		870,800			870,800
Term loan [Note 6]		11,629,751			12,178,809
Derivative liabilities [Note 8]		679,238			759,065
Operating lease obligations [Note 10]		1,278,405			1,386,487
TOTAL LIABILITIES		29,555,737			26,355,929

STOCKHOLDERS’ DEFICIENCY
Preferred stock, $0.001 par value, 9,980,000 authorized as at June 30, 2023 and March 31, 2023, 1 share issued and outstanding as at June 30, 2023 and March 31, 2023 [Note 9]		1			1
Series A preferred stock, $0.001 par value, 20,000 authorized as at June 30, 2023 and March 31, 2023, 6,304 preferred shares issued and outstanding as at June 30, 2023 and March 31, 2023 [Note 9]		6			6
Preferred stock,value		1			1
Common stock, $0.001 par value, 125,000,000 authorized as at June 30, 2023 and March 31, 2023. Issued and outstanding common shares: 51,047,864 as at June 30, 2023 and March 31, 2023, and exchangeable shares of 1,466,718 outstanding at June 30, 2023 and March 31, 2023 [Note 9]		52,514			52,514
Shares to be issued, 23,723 shares of common stock as at June 30, 2023 and March 31, 2023 [Note 9]		24,999			24,999
Additional paid-in-capital		93,011,897			92,800,717
Accumulated other comprehensive loss		(328,627	)		(152,797	)
Accumulated deficit		(116,172,404	)		(112,570,825	)
TOTAL STOCKHOLDERS’ DEFICIENCY		(23,411,614	)		(19,845,385	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		6,144,123			6,510,544

Commitments and contingencies [Note 11]

Subsequent Events [Note 13]

See accompanying notes to unaudited condensed consolidated interim financial statements

BIOTRICITY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED JUNE 30, 2023 AND 2022 (unaudited)

(Expressed in US Dollars)

	Three Months Ended June 30, 2023			Three Months Ended June 30, 2022
	$			$

REVENUE		3,020,765			2,056,052

Cost of Revenue		1,104,061			830,923
GROSS PROFIT		1,916,704			1,225,129

OPERATING EXPENSES
Selling, general and administrative expenses		3,520,215			4,492,615
Research and development expenses		712,975			821,176
TOTAL OPERATING EXPENSES		4,233,190			5,313,791
LOSS FROM OPERATIONS		(2,316,486	)		(4,088,662	)

Interest expense		(660,512	)		(388,388	)
Accretion and amortization expenses [Note 5,6]		(557,219	)		(50,070	)
Change in fair value of derivative liabilities [Note 8]		101,452			(198,224	)
Gain (loss) upon convertible promissory notes conversion and redemption [Note 9]		6,448			(50,908	)
Other income		13,435			—
NET LOSS BEFORE INCOME TAXES		(3,412,882	)		(4,776,252	)

Income taxes [Note 3]		—			—
NET LOSS BEFORE DIVIDENDS		(3,412,882	)		(4,776,252	)

Adjustment: Preferred Stock Dividends		(188,697	)		(248,137	)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS		(3,601,579	)		(5,024,389	)

Translation adjustment		(175,830	)		233,004

COMPREHENSIVE LOSS		(3,777,409	)		(4,791,385	)

LOSS PER SHARE, BASIC AND DILUTED		(0.069	)		(0.098	)
LOSS PER SHARE, BASIC		(0.069	)		(0.098	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		52,514,582			51,440,944
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC		52,514,582			51,440,944

See accompanying notes to unaudited condensed consolidated interim financial statements

BIOTRICITY INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

FOR THE THREE MONTHS ENDED JUNE 30, 2023 AND 2022 (unaudited)


	Preferred stock				Common stock and exchangeable common shares				Shares to be Issued				Additional paid in capital		Accumulated other comprehensive loss			Accumulated deficit			Total
	Shares		$		Shares		$		Shares		$		$		$			$			$
Balance, March 31, 2023 (audited)		6,305		7		52,514,582		52,514		23,723		24,999		92,800,717		(152,797	)		(112,570,825	)		(19,845,385	)
Balance,		6,305		7		52,514,582		52,514		23,723		24,999		92,800,717		(152,797	)		(112,570,825	)		(19,845,385	)
Conversion of convertible notes into common shares
Conversion of convertible notes into common share, shares
Preferred stock purchased back via cash
Preferred stock purchased back via cash, shares
Issuance of shares for services [Note 9]
Issuance of shares for services, shares
Exercise of warrants for cash
Exercise of warrants for cash, shares
Issuance of warrants for services [Note 9]
Stock based compensation - ESOP [Note 9]		—		—		—		—		—		—		211,180		—			—			211,180
Translation adjustment		—		—		—		—		—		—		—		(175,830	)		—			(175,830	)
Net loss before dividends for the period		—		—		—		—		—		—		—		—			(3,412,882	)		(3,412,882	)
Preferred stock dividends		—		—		—		—		—		—		—		—			(188,697	)		(188,697	)
Balance, June 30, 2023 (unaudited)		6,305		7		52,514,582		52,514		23,723		24,999		93,011,897		(328,627	)		(116,172,404	)		(23,411,614	)
Balance,		6,305		7		52,514,582		52,514		23,723		24,999		93,011,897		(328,627	)		(116,172,404	)		(23,411,614	)

	Preferred stock					Common stock and exchangeable common shares				Shares to be Issued						Additional paid in capital			Accumulated other comprehensive loss			Accumulated deficit			Total
	Shares			$		Shares		$		Shares			$			$			$			$			$
Balance, March 31, 2022 (audited)		7,201			8		51,277,040		51,277		123,817			102,299			91,507,478			(768,656	)		(93,037,142	)		(2,144,736	)
Balance,		7,201			8		51,277,040		51,277		123,817			102,299			91,507,478			(768,656	)		(93,037,142	)		(2,144,736	)
Conversion of convertible notes into common shares [Note 9]		—			—		404,545		405		—			—			456,621			—			—			457,026
Preferred stock purchased back via cash [Note 8]		(329	)		—		—		—		—			—			(285,427	)		—			—			(285,427	)
Issuance of shares for services [Note 9]		—			—		4,167		4		—			—			7,496			—			—			7,500
Exercise of warrants for cash [Note 9]		—			—		—		—		(28,302	)		(30,000	)		—			—			—			(30,000	)
Issuance of warrants for services [Note 9]		—			—		—		—		—			—			77,414			—			—			77,414
Stock based compensation - ESOP [Note 9]		—			—		—		—		—			—			149,190			—			—			149,190
Translation adjustment		—			—		—		—		—			—			—			233,004			—			233,004
Net loss before dividends for the period		—			—		—		—		—			—			—			—			(4,776,252	)		(4,776,252	)
Preferred stock dividends		—			—		—		—		—			—			—			—			(248,137	)		(248,137	)
Balance, June 30, 2022 (unaudited)		6,872			8		51,685,752		51,686		95,515			72,299			91,912,772			(535,652	)		(98,061,531	)		(6,560,418	)
Balance,		6,872			8

SEC Form 10-Q filed by Biotricity Inc.