9. STOCKHOLDERS’ DEFICIENCY AND MEZZANINE EQUITY

(a) Authorized and Issued Stock

As at March 31, 2026, the Company is authorized to issue 125,000,000 (March 31, 2025 – 125,000,000) shares of common stock ($0.001 par value), and 10,000,000 (March 31, 2025 – 10,000,000) shares of preferred stock ($0.001 par value), 20,000 of which (March 31, 2025 – 20,000) are designated shares of Series A preferred stock ($0.001 par value) and 600 (March 31, 2025 – 600) are designated shares of Series B preferred stock ($0.001 par value).

At March 31, 2026, common shares and shares directly exchangeable into equivalent common shares that were issued and outstanding totaled 28,757,987 (2025 – 26,241,967) shares; these were comprised of 28,597,315 (2025 – 26,081,295) shares of common stock and 160,672 (2025 – 160,672) exchangeable shares. At March 31, 2026, there were 201 Series A shares of Preferred Stock that were issued and outstanding (2025 – 201), and there were 335 shares of Series B Preferred Stock that were issued and outstanding (March 31, 2024 – 385). There is also one share of the Special Voting Preferred Stock issued and outstanding held by one holder of record, which is the Trustee in accordance with the terms of the Trust Agreement and outstanding as at March 31, 2026 and 2025.

(b) Series A Preferred Stock

The number of Series A Preferred Stock issued and outstanding as of March 31, 2026 and 2025 was 201 and 201.

The Series A Preferred Stock is junior to the Company’s existing undesignated preferred stock, and unless otherwise set forth in the applicable certificate of designations, shall be junior to any future issuance of preferred stock. The purchase price (the “Purchase Price”) for the Series A Preferred Stock to date has been $10,000 per share. Except as otherwise expressly required by law, the Series A Preferred Stock does not have voting rights and does not have any liquidation rights.

Preferred Stock Dividends

Dividends shall be paid at the rate of 12% per annum of the amount of the Series A Preferred Stockholder’s (the “Holder”) Purchase Price. Dividends shall be paid quarterly unless the Holder and the Company mutually agree to accrue and defer any such dividend.

Conversion

The Series A Preferred Stock is convertible into shares of common stock commencing 24 months after the issuance date of the Series A Preferred Stock. Upon which, on a monthly basis, up to 5% of the aggregate amount of the Purchase Price can be converted (subject to adjustment for changes in the Holder’s ownership of the underlying Series A Preferred Stock). The conversion price is equal to the greater of $.001 or a 15% discount to the volume-weighted average price (“VWAP”) of the Company’s common stock five Trading Days immediately prior to the conversion date (the “Conversion Rate). Additionally, subject to certain provisions, the Holder may exchange its Series A Preferred Stock into any common stock financing being conducted by the Company at a 15% discount to the pricing of that financing.

Other Adjustments and Rights

Company Redemption

The Company may redeem all or part of the outstanding Series A Preferred Stock after one year from the date of issuance by paying an amount equal to the aggregate Purchase Price paid, adjusted for any reduction in Series A Preferred Stock holdings, multiplied by 110% plus accrued dividends

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2026 and 2025

(Expressed in US Dollars)

(c) Series B Preferred Stock and Mezzanine Equity

On September 19, 2023, the Company entered into a Securities Purchase Agreement with an institutional investor for the issuance of Series B Convertible Preferred Stock (the “Series B Preferred Stock”). Each share of Series B Preferred Stock has a stated value of $10,000. During the years ended March 31, 2025 and 2024, the Company issued an aggregate of 550 shares of Series B Preferred Stock and received net proceeds of approximately $4.6 million. No Series B Preferred Stock was issued during the year ended March 31, 2026.

The Series B Preferred Stock ranks senior to the Company’s common stock with respect to dividends, distributions and liquidation preferences. Holders are entitled to cumulative dividends at a rate of 8% per annum, payable in cash or common stock in accordance with the terms of the Certificate of Designations. The Series B Preferred Stock is convertible into shares of the Company’s common stock pursuant to the terms of the Certificate of Designations and is also subject to redemption provisions. The Company may redeem outstanding shares of Series B Preferred Stock at a price equal to 110% of the stated value plus accrued but unpaid dividends and other amounts due.

On April 1, 2024, the Company filed an Amended Certificate of Designations pursuant to which the Series B Preferred Stock became non-voting, except as otherwise required by law. All other material rights and preferences of the Series B Preferred Stock remained substantially unchanged.

The Company has determined that the Series B Preferred Stock should be classified as mezzanine equity in accordance with ASC 480, Distinguishing Liabilities from Equity. Certain embedded conversion and redemption features are accounted for separately as derivative liabilities and are remeasured to fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations.

During the year ended March 31, 2026, the Company reduced the carrying value of mezzanine equity by $171,488 in connection with the conversion of 30 Series B Preferred shares into common stock and by $114,326 in connection with the redemption of 20 Series B Preferred shares. As a result of the conversion and redemption activity, the Company also reduced its accrued dividend liability by $121,945 and reduced the related derivative liabilities by $207,623.

Accrued dividends related to the Series B Preferred Stock, which are included within Accounts Payable and Accrued Liabilities in the accompanying consolidated balance sheets, were $876,256 and $297,915 as of March 31, 2026 and 2025, respectively.

As of March 31, 2026 and March 31, 2025, 335 and 385 shares of Series B Preferred Stock were outstanding, respectively.

The carrying value of the Series B Preferred Stock classified as mezzanine equity was $1,714,476 and $2,000,290 as of March 31, 2026 and March 31, 2025, respectively.

A roll-forward of activity is presented below for the year ended March 31, 2026:

 SCHEDULE OF SERIES B PREFERRED STOCK FOR MEZZANINE EQUITY

(d) Share issuances

Share issuances during the year ended March 31, 2026

During the three months and the year ended March 31, 2026, the Company issued 789,604 and 2,506,020 common shares to Series B preferred shareholders, respectively, in connection with Series B preferred share conversions.

During the year ended March 31, 2026, the Company issued 10,000 common shares for services received with a fair value of $3,770, which was recognized as a general and administrative expense with a corresponding credit to additional paid-in capital.

Share issuances during the year ended March 31, 2025

During the three months and the year ended March 31, 2025, the Company issued nil and 320,321 common shares to Series B preferred shareholders, respectively, in relation to shares to be issued obligation as of March 2024 for Series B preferred share conversions.

In October 2024, the Company issued 1,197,770 common shares on partial conversion of 25 shares of Series B Convertible Redeemable Preferred Stock, and a further 233,441 additional common shares required to complete its conversion obligation of a conversion of 25 shares of Series B Convertible Redeemable Preferred Stock that was triggered on July 11, 2024. During the three and nine months ended December 31, 2024, the Company issued another 1,431,181 and 2,867,448 common shares to Series B preferred shareholders for an additional request to convert 25 and 75 Series B preferred shares, respectively. In addition, during the year ended March 31, 2025, the Company issued 616,666 common shares for services received with a fair value of $292,596, which was recognized as a general and administrative expense with a corresponding credit to additional paid-in capital. During that same period, the Company issued 100,000 shares of common stock valued at $26,000 to a consultant as part of agreed contract remuneration In addition, the Company issued 480,000 common shares to an executive as part of a bonus compensation arrangement. The shares were issued in settlement of previously accrued bonus liabilities, with a total fair value of $206,400 recognized in the financial statements. During the year ended March 31, 2025, convertible notes with a face value of $1,487,700 were converted into 2,173,089 common shares. The fair value of common shares issued during the year ended March 31, 2025, is $2,431,178, and is determined based on market price upon conversion. Total value of debt settled is in the amount of $2,234,232, which consisted of the face value of notes converted, accrued interest of $237,230, and relevant derivative liability of $509,303. The Company recognized a loss upon conversion of $196,945, representing the difference between the value of debt settled and fair value of shares issued and to be issued. (Note 5).

During the year ended March 31, 2025, $6,104,444 of Series A Preferred Stock (face value) and $1,071,542 relevant accrued dividend were converted into 8,952,170 common shares. The conversion was accounted as an extinguishment and the difference between the total carrying value of the preferred shares converted, derivative liabilities derecognized and unpaid dividend at the time of conversion ($7,984,463), and the fair value of the common shares issued ($11,039,142) was $3,054,680 and was recognized as deemed dividend expense.

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2026 and 2025

(Expressed in US Dollars)

The Company issued 1,000,413 common shares in settlement of $741,316 in amount due to a shareholder which was part of the accounts payable. The Company recognized a loss upon debt extinguishment of $249,093, which was the difference between the accounts payable settled and the fair value of common shares issued. The loss was included as part of the other income (expense) in the Condensed Consolidated Statement of Operations and Comprehensive Loss.

The Company issued 97,811 common shares for net proceeds of $125,227 pursuant to a registration statement filed on May 15, 2024.

The Company issued 716,666 shares pursuant to the services provided by consultant (236,666 shares) and a director of the Company (480,000), and the fair of those shares were determined by using market value relative to the issuance.

(e) Shares to be issued

Activity during the year ended March 31, 2026

As of March 31, 2026, the Company has 424,216 outstanding shares remaining to be issued to Series B preference shareholders in relation to November 2025 notice for conversion of 25 preferred shares.

Activity during the year ended March 31, 2025

During the year ended March 31, 2025, the Company issued 320,321 common shares to Series B preferred shareholders in relation to shares to be issued obligation as of March 31, 2024, for Series B preferred share conversions.

During the year ended March 31, 2025, Series C Notes with a face value of $1,487,700, were converted into 2,173,089 common shares, respectively. As of March 31, 2025, 577,644 shares are recognized as an obligation for shares to be issued relating to the conversion.

(f) Warrant issuances, exercises and other activity

Warrant issuances during the year ended March 31, 2026

In December 2025, the Company issued 120,000 warrants to its term lender in connection with a forbearance agreement dated December 12, 2025, with an exercise price of $0.37 per share. During the same month, the Company also issued 27,150 additional warrants with an exercise price of $2.21 per share pursuant to the terms of a previously executed warrant agreement. The warrants had an aggregate fair value of $38,078, determined using the Black-Scholes option pricing model. The 120,000 warrants were valued using an expected life of 7.0 years, a risk-free interest rate of 3.95%, and expected volatility of 103.07%. The 27,150 warrants were valued using an expected life of 4.65 years, a risk-free interest rate of 3.94%, and expected volatility of 103.07%.

Warrant issuances during the year ended March 31, 2025

During the year ended March 31, 2025, the Company issued a 1,200,000 warrant to its executive against the stock options from the Company’s 2018 Equity Incentive Plan, with exercise price of 0.43. The Company recorded stock based compensation of $422,456 under selling, general and administrative expenses with corresponding credit to additional paid in capital.

In November 2024, the Company issued 600,000, 7-year share warrants to the term lender with a strike price of $0.50 per share with the fair value of 152,184 against an additional transaction with its term lender. The Company increased the liability with corresponding credit to additional paid in Capital.

Warrant issuances, exercises and expirations or cancellations during the fiscal years ended March 31, 2026 and 2025 as follows:

Warrant activity during the years ended March 31, 2026 and 2025 is indicated below:

 SCHEDULE OF WARRANTS OUTSTANDING

(g) Stock based compensation

2016 Equity Incentive Plan

On February 2, 2016, the Board of Directors of the Company approved the Company’s 2016 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to advance the interests of the Company and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Company and by motivating such persons to contribute to the growth and profitability of the Company. The Plan seeks to achieve this purpose by providing for awards in the form of options, stock appreciation rights, restricted stock purchase rights, restricted stock bonuses, restricted stock units, performance shares, performance units and other stock based awards.

The Plan shall continue in effect until its termination by the board of directors or committee formed by the board; 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. The maximum number of shares of stock that may be issued under the Plan shall be equal to 1,241,422 shares ; provided that the maximum number of shares of stock that may be issued under the Plan pursuant to awards shall automatically and without any further Company or shareholder approval, increase on January 1 of each year for not more than 10 years from the effective date, so the number of shares that may be issued is an amount no greater than 20% of the Company’s outstanding shares of stock and shares of stock underlying any outstanding exchangeable shares as of such January 1; provided further that no such increase shall be effective if it would violate any applicable law or stock exchange rule or regulation, or result in adverse tax consequences to the Company or any participant that would not otherwise result but for the increase.

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2026 and 2025

(Expressed in US Dollars)

During the year ended March 31, 2026, the Company granted no stock options. During the year ended March 31, 2025, the Company granted 2,836,176 stock options with a weighted average grant date exercise price of $0.5.The Company recorded stock based compensation of $25,632 (2025: $1,461,698) under selling, general and administrative expenses with corresponding credit to additional paid in capital. The stock based compensation expense recognized during the period relates to unvested stock options granted in prior periods.

As of March 31, 2026, options outstanding were 3,048,663 with the weighted average exercise price of $1.14.

The following table summarizes the stock option activities during the fiscal year ended March 31, 2026:

 SCHEDULE OF STOCK OPTION ACTIVITIES

The following table summarizes the stock option activities during the fiscal year ended March 31, 2025:

The fair value of each option granted is estimated at the time of grant using multi-nominal lattice model using the following assumptions, for each of the respective years ended March 31:

 SCHEDULE OF FAIR VALUE OF OPTION GRANTED USING VALUATION ASSUMPTIONS

BIOTRICITY INC.

Notes to Consolidated Financial Statements

Years ended March 31, 2026 and 2025

(Expressed in US Dollars)

2023 Equity Incentive Plan and the Employee Stock Purchase Plans

On March 31, 2023, the Company adopted the 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.

The Company also adopted the 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 can 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.