Biotricity Inc. Enters into Exchange Agreements for Series C Preferred Stock

On May 1, 2026, Biotricity Inc. entered into exchange agreements with holders of its common stock, options, and warrants. These agreements allowed the exchange of these securities for newly created Series C Preferred Stock at a ratio of ten existing securities for one share of Series C Preferred Stock. The company filed a Certificate of Designation for Series C Preferred Stock, authorizing 2,100,000 shares. Each share of Series C Preferred Stock carries 40 votes. Upon a Qualified Financing (raising at least $15 million), the Series C Preferred Stock will automatically convert into an aggregate of 59.6% of the company's outstanding common stock. If a Qualified Financing does not occur by March 31, 2028, Series C Preferred Stock holders have the right to convert their shares into common stock at a 10:1 ratio. The company relied on the exemption under Section 4(a)(2) of the Securities Act for these transactions. This filing also incorporates disclosures related to unregistered sales of equity securities and amendments to articles of incorporation or bylaws.