Attached files
UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
WASHINGTON, DC 20549 |
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FORM 8-K |
CURRENT REPORT PURSUANT |
TO SECTION 13 OR 15(D) OF THE |
SECURITIES EXCHANGE ACT OF 1934 |
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Date of report (Date of earliest event reported): March 3, 2017 |
BIOTRICITY INC. |
(Exact Name of Registrant as Specified in Its Charter) |
Nevada |
| 333-201719 |
| 47-2548273 |
(State or Other Jurisdiction of Incorporation or Organization) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
275 Shoreline Dr., Suite 150 Redwood City, CA |
| 94065 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrants Telephone Number, Including Area Code: (416) 214-3678 | ||
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(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01 | Entry into a Material Definitive Agreement |
On March 7, 2016, Biotricity Inc. (the Registrant) sold to accredited investors, in a first closing, an aggregate of 571,561 units (the Units) for gross proceeds of $1,000,232 at a purchase price of $1.75 per Unit (the Purchase Price), in a private offering of a minimum of $1,000,000 and up to a maximum of $8,000,000 (subject to an overallotment option) (the Offering). Each Unit consists of one share of common stock, par value $0.001 per share (the Common Stock) and a three-year warrant (the Warrant) to purchase one-half share of Common Stock at an initial exercise price of $3.00 per whole share (the Warrant Shares). The Units were sold to each subscriber of the Offering pursuant to Subscription Agreements (the Subscription Agreements). After payment of placement agent fees and expenses but before the payment of other offering expenses such as legal and accounting expenses, the Registrant received net proceeds of approximately $916,841. The Units will be offered until March 31, 2017, subject to the right to extend the Offering.
Pursuant to an Investment Banking Agreement, as amended (the Banking Agreement), the Company engaged HRA Capital, LLC, acting through Corinthian Partners, L.L.C. (the Placement Agent), as the Companys exclusive agent to assist in selling the Units, subject to the right to the Placement Agent to engage sub-placement agents in connection with the Offering. Pursuant to the Banking Agreement, the Registrant agreed to pay or provide to the Placement Agent and/or sub-placement agents the following compensation at each closing of the Offering: (a) a cash fee of up to 10% of the gross proceeds raised at such closing; provided that in certain circumstances the Placement Agent and its sub-placement agents, collectively, will receive a cash fee of up to 13% of the gross proceeds raised at such closing; (b) reimbursement of reasonable out-of-pocket expense; and (c) subject to certain limitations, a 5-year warrant to purchase 8% of the Common Stock sold in the Offering at an exercise price of $3.00 per share (the Placement Agents Warrants). The Placement Agents Warrants are not callable and have a customary weighted average anti-dilution provision and a cashless exercise provision. At the first closing of the Offering, the Registrant paid to the Placement Agent and its sub-agents an aggregate of approximately $83,391, and issued Placement Agents Warrants to purchase an aggregate of 45,725 shares of Common Stock.
The foregoing description of the Banking Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Banking Agreement, which is filed herewith as Exhibit 10.1 to this report and incorporated herein by reference.
Pursuant to the terms of a Registration Rights Agreement included as part of the Subscription Agreements, the Registrant agreed to file a registration statement on Form S-1 (or any other applicable form exclusively for the Offering) registering for resale under the Securities Act of 1933, as amended (the Securities Act), all of the shares of the Common Stock sold in the Offering and the Warrant Shares.
The investors participating in the Offering met the accredited investor definition of Rule 501 of the Securities Act. The offer and sale of the Units in the Offering were made in reliance on the exemption from registration afforded under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D under the Securities Act. The Offering was not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by the investors in connection with the Offering. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall the Units, Common Stock, or Warrants be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.
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The foregoing description of the Offering and related transactions does not purport to be complete and is qualified in its entirety by reference to the complete text of the form of Subscription Agreement, the form of Warrant and the Form of Placement Agents Warrants, which are filed herewith as Exhibits 10.2, 4.1 and 4.2, respectively, and incorporated herein by reference.
Reference is made to the disclosures set forth under Item 2.03 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On March 3, 2017, several individuals made unsecured, short-term loans (the Loans) to the Company in the total aggregate amount of $201,500. $151,500 of such amount was repaid on March 7, 2017 out of the proceeds from the Offering. The remaining $50,000 of principal is due on April 7, 2017. The Company used the proceeds from the Loan to fund short-term working capital requirements until the closing of the Offering.
The foregoing description of the Loans does not purport to be complete and is qualified in its entirety by reference to the complete text of the form of Promissory Note, which is filed herewith as Exhibit 10.3 and incorporated herein by reference.
Item 3.02 | Unregistered Sales of Equity Securities |
Reference is made to the disclosures set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
On March 9, 2017, the Registrants Compensation Committee and the Registrants Board of Directors (the Board) authorized and approved the payment of a bonus to Waqaas Al-Siddiq, the Registrants Chief Executive Officer, of $150,000 based on his performance in 2016.
Item 8.01 | Other Events |
On March 9, 2017, the Board established an Audit Committee and a Compensation Committee, each consisting initially of one director. Norman M. Betts, an independent Board member, was appointed to serve as the initial member of the Audit Committee. David A. Rosa, an independent Board Member, was appointed to serve as the sole member of the Compensation Committee.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
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Exhibit |
| Description |
4.1 4.2 10.1 10.2 10.3 |
| Form of Warrant Form of Placement Agents Warrants Investment Banking Agreement, as amended Form of Subscription Agreement Form of Promissory Note |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 9, 2017
| BIOTRICITY INC. | |
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| By: | /s/ Waqaas Al-Siddiq |
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| Waqaas Al-Siddiq |
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| Chief Executive Officer |
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