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The Company issued 805,609 additional common shares to Series B preferred shareholders in order to supplement the 1,706,820 shares to be issued in relation to its conversion obligations for a conversion of 25 Series B preferred whose conversion period commenced on November 4, 2025. This conversion of preferred shares is intended to redeem or repay $250,000 in principal and $64,055 in accrued dividends.

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On May 1, 2026, the Company entered into exchange agreements with holders (the “Exchange Holders”) of an aggregate of 14,144,325 shares of the Company’s common stock (the “Exchange Shares”), options (the “Exchange Options”) to purchase 3,992,427 shares of common stock of the Company, and warrants (the “Exchange Warrants,” and together with the Exchange Shares and the Exchange Options, the “Exchange Securities”) to purchase 1,436,216 shares of common stock of the Company. The Exchange Holders include officers and directors of the Company. Pursuant to the exchange agreements, the Exchange Holders exchanged their Exchange Securities for an aggregate of 1,957,297 shares of newly created Series C Preferred Stock of the Company (on the basis of ten Exchange Securities for one share of Series C Preferred Stock). In connection with the exchange agreements, on May 1, 2026, the Company filed a Certificate of Designation of Series C Preferred Stock with the Secretary of State of Nevada. Pursuant to the Certificate of Designation, the Company designated 2,100,000 shares as Series C Preferred Stock. Holders of Series C Preferred Stock (the “Series C Holders”) will be entitled to 40 votes for each share of Series C Preferred Stock. Effective upon the closing of any offering of equity securities in which the Company receives gross proceeds of at least $15 million (a “Qualified Financing”), outstanding shares of Series C Preferred Stock will automatically convert into an aggregate of 59.6% of the Company’s outstanding shares of common stock (the “Conversion Shares”). In the event the Company issues warrants in such Qualified Financing, Series C Holders will also receive warrants in the form issued in the Qualified Financing and in the same ratio to the Conversion Shares as the warrant coverage in the Qualified Financing. In the event the Company has not consummated a Qualified Financing by March 31, 2028, Series C Holders will have the right to convert each share of Series C Preferred Stock to 10 shares of common stock. In connection with the foregoing, the Company relied upon the exemption from registration under Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

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Following the filing of a preliminary Information Statement pursuant to Section 14(c) of the4 Securities Exchange Act of 1934 to the holders of record as of the close of business on May 28, 2026 of the common stock, the Series B Convertible Redeemable preferred stock and the Series C preferred stock of Biotricity, in June 2026, the Board of Directors of Biotricity and 6 stockholders holding an aggregate of 1,298,945 shares of Series C Preferred stock issued and outstanding as of May 28, 2026 representing 51,957,780 votes have approved and consented to an amendment to the articles of incorporation to effect a future reverse stock split.