Item
1.01 Entry into a Material Definitive Agreement.
On
August 26, 2021, Biotricity, Inc. entered into an underwriting agreement (the “Underwriting Agreement”) with H.C.
Wainwright & Co., as representative (the “Representative”) of the several underwriters named therein, relating
to the Company’s underwritten public offering (the “Offering”) of 5,000,000 shares of common stock, par value
0.001 per share (the “Common Stock”).
The
public offering price was $3.00 per share of Common Stock.
The Company expects to receive gross proceeds from the Public Offering of approximately $15 million before deducting underwriting discounts
and commissions and other estimated expenses. In addition, the Company granted the Representative a 30-day over-allotment option
to purchase up to 750,000 additional shares of Common Stock, equivalent to 15% of the shares of Common Stock sold in the Offering (the
“Option”).
The
closing of the Public Offering occurred on August 30, 2021 (the “Closing Date”), subject to customary closing
conditions.
On August 31, 2021, the Representative partially
exercised its Option to purchase 48,000 shares at the Share Purchase Price (as defined in Section 2.1(b) of the Underwriting Agreement).
The closing of the shares sold pursuant to the partial exercise of the Option occurred on August 31, 2021.
The
Shares, were offered and sold to the public pursuant to the Company’s shelf registration statement on Form S-3 (File No.
333-255044) initially filed with the Securities and Exchange Commission (“Commission”) on April 27, 2021 and declared effective
on May 4, 2021 (“Registration Statement”). A preliminary prospectus supplement relating to the Public Offering was filed
with the Commission on August 25, 2021 and a final prospectus relating to the Public Offering was filed on August 30, 2021.
Pursuant
to the Underwriting Agreement, the Company paid the Underwriter an underwriting discount equal to 7.0% of the aggregate gross
proceeds raised in the Public Offering. In addition, the Company issued to the Underwriter or its designees warrants (“Underwriter
Warrants”) to purchase a number of shares of common stock equal to 7.0% of the number of Shares sold in the Public Offering. The
issuance of the Underwriter Warrants and the shares of common stock issuable upon exercise of the Underwriter Warrants are registered
pursuant to the Registration Statement. The Company also paid the Underwriter a management fee equal to 1.0% of the aggregate
gross proceeds in the Public Offering and reimbursed the Underwriter for certain expenses incurred in connection
with the Public Offering.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing.
In addition, the Company and each of its executive officers and directors have agreed, subject to certain exceptions set forth in the
lock-up agreements, not to sell, offer, agree to sell, contract to sell, hypothecate, pledge, grant any option to purchase, make any
short sale of, or otherwise dispose of, directly or indirectly, any shares of the Company’s common stock, or any securities convertible
into or exercisable or exchangeable for shares of the Company’s common stock, for 120 days from August 26, 2021 and 90 days from
the Closing Date with respect to the Company relating to this offering without the prior written consent of the Underwriter.
Pursuant
to the Underwriting Agreement, the Company agreed to indemnify the Underwriter against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the “Securities Act”), and liabilities arising from breaches of representations and
warranties contained in the Underwriting Agreement. The Company has agreed not to effect any issuance of Common Stock or securities convertible
into Common Stock involving a Variable Rate Transaction, as defined in the Underwriting Agreement for a period of one year.
The
foregoing descriptions of the Underwriting Agreement and Underwriter Warrants are qualified in their entirety by reference to the full
text of the Underwriting Agreement and Underwriter Warrants which are attached to this Current Report on Form 8-K as Exhibits 1.1 and
4.1, respectively, and incorporated herein by reference in their entirety.
The
Company notes that the representations, warranties and covenants made by the Company in any agreement that is filed as an exhibit to
any document that is incorporated by reference in the Prospectus Supplement or the accompanying base prospectus were made solely for
the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such
agreements, and should not be deemed to be a representation, warranty or covenant to or in favor of any stockholder or potential stockholder
of the Company other than the parties thereto. In addition, the assertions embodied in any representations, warranties and covenants
contained in such agreements may be subject to qualifications with respect to knowledge and materiality different from those applicable
to security holders generally. Moreover, such representations, warranties or covenants were accurate only as of the date when made, except
where expressly stated otherwise. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing
the current state of the Company’s affairs at any time.
This
report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company’s
intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities,
or future events or conditions, including those relating to the closing of the offering and the possible exercise of the Underwriter’s
over-allotment option. These statements are based on current expectations, estimates and projections about the Company’s business
based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties
and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or
forecasted in the forward-looking statements due to numerous factors, including those risks discussed in the Company’s Prospectus
Supplement, Annual Report on Form 10-K and in other documents that the Company files from time to time with the Commission. Any forward-looking
statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking
statement to reflect events or circumstances after the date of this report, except as required by law.
The
Prospectus Supplement relating to the Public Offering was filed with the Commission and is available on the Commission’s web site
at http://www.sec.gov. Copies of the Prospectus Supplement may also be obtained from the website maintained by the Underwriter, and the
Underwriter may distribute the Prospectus Supplement electronically.
An
opinion of Sichenzia Ross Ference LLP regarding the validity under Nevada law of the shares to be issued and sold in the offering by
the Company is filed as Exhibit 5.
This
Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy, and these securities cannot be
sold in any state or jurisdiction in which this offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any state or jurisdiction. Any offer will be made only by means of a prospectus, including a prospectus
supplement, forming a part of the effective registration statement.