UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT
REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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of report (Date of earliest event reported):
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 31, 2023, at the 2023 annual meeting of shareholders (the “Annual Meeting”) of Biotricity Inc. (the “Company”), the Company’s shareholders approved the Company’s 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan authorizes grants of equity-based and incentive cash awards to eligible participants designated by the 2023 Plan’s administrator. The 2023 Plan will be administered by the Compensation Committee of the Company’s Board of Directors (the “Board”). An aggregate of 5,000,000 shares of the Company’s common stock (the “Common Stock”), plus the number of shares available for issuance under the Company’s 2016 Equity Incentive Plan that had not been made subject to outstanding awards, were reserved for issuance under the 2023 Plan. Unless earlier terminated by the Board, the 2023 Plan will remain in effect until all Common Stock reserved for issuance has been issued, provided, however, that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th) anniversary of the effective date of the 2023 Plan.
At the Annual Meeting, the Company’s shareholders also approved the Company’s Employee Stock Purchase Plan (the “ESPP”). The ESPP allows eligible employees of the Company and the Company’s designated subsidiaries the ability to purchase shares of the Company’s Common Stock at a discount, subject to various limitations. Under the ESPP, employees will be granted the right to purchase Common Stock at a discount during a series of successive offerings, the duration and timing of which will be determined by the ESPP administrator (the “Administrator”). In no event may any single offering period be longer than 27 months. The purchase price (the “Purchase Price”) for each offering will be established by the Administrator. With respect to an offering under Section 423 of the Internal Revenue Code of 1986 (“Section 423 Offering”), in no case may such Purchase Price be less than the lesser of (i) an amount equal to 85 percent of the fair market value on the commencement date, or (ii) an amount not less than 85 percent of the fair market value the on the purchase date. In the event of financial hardship, an employee may withdraw from the ESPP by providing a request at least 20 Business Days before the end of the offering period (the “Offering Period”). Otherwise, the employee will be deemed to have exercised the purchase right in full as of such exercise date. Upon exercise, the employee will purchase the number of whole shares that the participant’s accumulated payroll deductions will buy at the Purchase Price. If an employee wants to decrease the rate of contribution, the employee must make a request at least 20 Business Days before the end of an Offering Period (or such earlier date as determined by the Administrator). An employee may not transfer any rights under the ESPP other than by will or the laws of descent and distribution. During a participant’s lifetime, purchase rights under the ESPP shall be exercisable only by the participant.
The information set forth above is qualified in its entirety by reference to the 2023 Plan and ESPP, attached hereto as Exhibit 10.1
and 10.2, respectively, each of which are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on the matters described below.
| 1. | The Company’s stockholders elected six directors, each to serve until his/her successor is duly elected and qualified at the 2023 Annual Meeting of Stockholders or until his/her earlier resignation or removal. The number of shares that (a) voted for the election of each director, (b) voted against the election of each director, and (c) withheld authority to vote for each director is summarized in the table below: |
| Director Nominee | Votes For | Votes Against | Votes Withheld | ||||||
| Waqaas Al-Siddiq | 17,934,880 | 10,746,690 | 152,389 | ||||||
| David A. Rosa | 16,201,827 | 10,746,690 | 1,885,442 | ||||||
| Ronald McClurg | 18,028,722 | 10,746,690 | 58,547 | ||||||
| Chester White | 17,628,790 | 10,746,690 | 458,479 |
| 2. | The Company’s stockholders approved and ratified the Company’s 2023 Equity Incentive Plan, including the reservation of 5,000,000 shares of common stock. The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: |
| Votes For | Votes Against | Votes Withheld | |||||
| 15,682,853 | 2,333,180 | 71,236 |
| 3. | The Company’s stockholders ratified the appointment of SRCO Professional Corporation as the independent registered public accounting firm of the Company for the period ending March 31, 2023. The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: |
| Votes For | Votes Against | Votes Withheld | |||||
| 28,710,168 | 72,623 | 51,168 |
| 4. | The Company’s stockholders approved the potential issuance of securities of up to $10,000,000 of the Company’s common stock upon the conversion of convertible promissory notes issued in a private placement,, without giving effect to Nasdaq’s 19.99% exchange cap. The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: |
| Votes For | Votes Against | Votes Withheld | |||||
| 17,337,374 | 629,798 | 120,097 |
| 5. | The Company’s stockholder held an advisory non-binding vote to approve the compensation of the named executive officers. The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: |
| Votes For | Votes Against | Votes Withheld | |||||
| 17,699,571 | 321,553 | 66,145 |
| 6. | The Company’s stockholders recommend, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers. The number of shares that voted for this proposal is summarized in the table below: |
| One Year | Two Year | Three Year | Abstain | |||||||
| 5,211,232 | 189,147 | 12,566,007 | 120,883 |
| 7. | The Company’s stockholders approved and ratified the Company’s 2023 Employee Stock Purchase Plan. The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: |
| Votes For | Votes Against | Votes Withheld | |||||
| 16,044,315 | 1,999,013 | 43,941 |
| 8. | The Company’s stockholders approved the vote to grant discretionary authority to the Company’s board of directors (the “Board”) to (i) amend our articles of incorporation, as amended, to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within arrange of not less than one-for-two (1-for-2) and not more than a maximum of a one-for-ten (1-for-10) split, with the exact ratio to be determined by the Board in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders, was as follows: The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: |
| Votes For | Votes Against | Votes Withheld | |||||
| 27,517,612 | 1,139,529 | 176,818 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Biotricity, Inc. 2023 Equity Incentive (incorporated by reference to Annex A of the Schedule A Definitive Proxy Statement, filed on March 13, 2023) | |
10.2 |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 3, 2023
| BIOTRICITY, INC. | |
| /s/ Waqaas Al-Siddiq | |
| Waqaas Al-Siddiq | |
| Chief Executive Officer |