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UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
WASHINGTON, DC 20549 |
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FORM 8-K |
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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): July 9, 2019 |
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BIOTRICITY INC. |
(Exact Name of Registrant as Specified in Its Charter) |
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Nevada |
| 333-201719 |
| 47-2548273 |
(State or Other Jurisdiction of Incorporation or Organization) |
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| (IRS Employer Identification No.) |
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| 275 Shoreline Drive, Suite 150 Redwood City, California 94065 |
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| (Address of Principal Executive Offices) |
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(650) 832-1626 (Registrant’s Telephone Number, Including Area Code) | |||||
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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):
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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)) Securities registered pursuant to Section 12(b): None |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x |
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| 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 accounting standards provided pursuant to Section 13(a) of the Exchange Act. x |
Item 1.01 Entry into a Material Definitive Agreement.
Between July 9, 2019 and July 11, 2019, Biotricity, Inc. (the “Company”) sold to four accredited investors a total of $500,000 (the “Holders”). The notes mature twelve months from the date of issuance. The Notes bear an interest rate of 10%, which is to be paid quarterly in arrears.
Pursuant to the subscription agreement between the Company and the Holders, the Notes may be convertible subject to mutual agreement of the Company and the Holders of the Notes at a 20% discount to the next equity financing of greater than $5,000,000 excluding the conversion of the Notes.
The Notes referenced above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.
Copies of the forms of the subscription agreement and promissory note are attached hereto as exhibits to this Current Report. The foregoing description of the material terms of the subscription agreement and promissory notes are qualified in their entirety by reference by such exhibits.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibit NO.
Description
Form of Subscription Agreement
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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: July 12, 2019
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| 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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