9. STOCKHOLDERS’ DEFICIENCY

(a) Authorized and Issued Stock

As at June 30, 2026, the Company is authorized to issue 125,000,000 (March 31, 2026 – 125,000,000) shares of common stock ($0.001 par value), and 10,000,000 (March 31, 2026 – 10,000,000) shares of preferred stock ($0.001 par value), 20,000 of which (March 31, 2026 – 20,000) are designated shares of Series A preferred stock, 600 of which (March 31, 2026 – 600) are designated shares of Series B preferred stock, and 2,100,000 of which (March 31, 2026 – nil) are designated shares of Series C preferred stock.

At June 30, 2026, common shares and shares directly exchangeable into equivalent common shares that were issued and outstanding totaled 20,235,347 (March 31, 2026 – 28,757,987) shares; these were comprised of 20,074,675 (March 31, 2026 – 28,597,315) shares of common stock and 160,672 (March 31, 2025 – 160,672) of exchangeable shares. At June 30, 2026, there were 201 shares of Series A Preferred Stock issued and outstanding (March 31, 2026 – 201), 335 shares of Series B Preferred Stock issued and outstanding (March 31, 2026 – 335), and 1,957,297 shares of Series C Preferred Stock issued and issuable (March 31, 2026 – nil), in connection with the exchange described in Note 9 (d), of which 1,024,471 shares remained to be issued as at June 30, 2026, pending completion of registration formalities with the Company’s transfer agent. 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 Trust Agreement and outstanding as at June 30, 2026 and March 31, 2026.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

JUNE 30, 2026 (Unaudited)

(Expressed in US dollars)

(b) Series A Preferred Stock

The number of Series A Preferred Stock issued and outstanding as of June 30, 2026, and 2025 was 201 and 201, respectively.

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 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 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; 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) subsequent to that issuance anniversary. The conversion price is equal to the greater of $0.001 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 THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

JUNE 30, 2026 (Unaudited)

(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 three months ended June 30, 2026, the Company issued 805,619 common shares to complete the settlement of a Series B preferred share conversion that was initiated in November 2025 and recognized during the year ended March 31, 2026. These issuances were made in accordance with the terms of the original conversion and did not result from a new conversion notice. No Series B preferred share conversions occurred during the three months ended June 30, 2025.

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 $981,098 and $876,256 as of June 30, 2026 and March 31, 2026, respectively.  

As of June 30, 2026 and June 30, 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 June 30, 2026 and 2025, respectively.  

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

JUNE 30, 2026 (Unaudited)

(Expressed in US dollars)

A roll-forward of activity is presented below for the three months ended June 30, 2026:

 SCHEDULE OF SERIES B PREFERRED STOCK FOR MEZZANINE EQUITY

(d) Series C Preferred Shares

On May 1, 2026, the Company issued 1,957,297 shares of Series C Preferred Stock in exchange for 14,144,325 shares of common stock, 3,992,427 stock options and 1,436,216 warrants held by certain investors, officers and directors of the Company. The securities surrendered in the exchange were cancelled.

On May 22, 2026, the Company issued an additional 51,900 shares of Series C Preferred Stock in exchange for 319,000 stock options and 200,000 warrants, based on the same ten-for-one exchange ratio. Accordingly, the Company issued an aggregate of 2,009,197 shares of Series C Preferred Stock in connection with the exchanges during the three months ended June 30, 2026.

The Company designated 2,100,000 shares as Series C Preferred Stock, with a stated value of $2.35 per share. Each share carries 40 votes and has liquidation preference over the Company’s common stock but is subordinate to the Company’s Series B Preferred Stock.

The Series C Preferred Stock was valued using a probability-weighted expected return method (PWERM), incorporating the potential Qualified Financing, Fundamental Transaction, liquidation and March 31, 2028 conversion scenarios. The stock options and warrants were valued using the Black-Scholes model, and the common stock was valued using quoted market prices.

The Series C Preferred Stock automatically converts upon the completion of a qualified equity financing resulting in gross proceeds of at least $15 million. Upon such conversion, the Series C Preferred Stock will convert into common shares representing 59.6% of the Company’s outstanding common shares, after giving effect to shares issued or issuable in connection with the financing. If a qualified financing has not occurred by March 31, 2028, each Series C Preferred share becomes convertible, at the holder’s option, into ten common shares, subject to customary adjustments.

The Company accounted for the issuance of the Series C Preferred Stock and the surrender of the related common shares, stock options and warrants as an equity transaction. Accordingly, the transaction was recorded within stockholders’ equity and no gain or loss was recognized in the condensed consolidated statements of operations.

(e) Share issuances

Share issuances during the three months ended June 30, 2026

During three months ended June 30, 2026, the Company issued 805,619 common shares to Series B preferred shareholders in connection with Series B preferred share conversion that was initiated in November 2025 and recognized during the year ended March 31, 2026. These issuances were made in accordance with the terms of the original conversion and did not result from a new conversion notice.

BIOTRICITY INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

JUNE 30, 2026 (Unaudited)

(Expressed in US dollars)

Share issuances during the three months ended June 30, 2025

During the three months ended June 30, 2025, the Company issued 486,474 common shares to Series B preferred shareholders, in relation to shares to be issued obligation as of March 2024 for Series B preferred share conversions.

(f) Shares to be issued

In connection with the Series C Preferred Stock exchange described above, 4,816,066 shares of common stock included in shares to be issued are subject to cancellation pursuant to the exchange agreement. As of June 30, 2026, the cancellation of these shares had not yet been completed. Accordingly, the shares remain classified as shares to be issued pending completion of the cancellation process.

Activity during the three months ended June 30, 2025

None.

(g) Warrant issuances, exercises and other activity

Warrant exercises and issuances during the three months ended June 30, 2026

During the three months ended June 30, 2026, 1,436,216 warrants were exchanged for shares of Series C Preferred Stock in connection with the exchange described in Note 9(d).

Additionally, on May 22, 2026, the Company issued 200,000 warrants to an officer of the Company against stock options from the Company’s 2023 Equity Incentive Plan, with an exercise price of $0.12. These warrants were immediately exchanged for shares of Series C Preferred Stock in connection with the same exchange. The Company recorded stock-based compensation of $34,435 under selling, general and administrative expenses with a corresponding credit to additional paid-in capital.

During the three months ended June 30, 2026, the Company identified and corrected an immaterial 2,778 unit difference in previously reported Consultant and Noteholder Warrants outstanding.

No warrants were exercised for cash during the three months ended June 30, 2026.

Warrant exercises and issuances during the three months ended June 30, 2025

None.

Warrant activity during the three months ended June 30, 2026, is indicated below:

 SCHEDULE OF WARRANTS OUTSTANDING

(h) 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 is 1,241,422 shares; provided that the maximum number of shares of stock that may be issued under the Plan increases 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 THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

JUNE 30, 2026 (Unaudited)

(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, 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. In no event can any single offering period be longer than 27 months. 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% of the fair market value on the commencement date, or (ii) an amount not less than 85% 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. 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.

During the three months ended June 30, 2026, options to purchase 3,992,427 shares of common stock, held by certain officers and directors, were exchanged for shares of Series C Preferred Stock in connection with the exchange described in Note 9(d). The Company recorded stock-based compensation of $277,075 under selling, general and administrative expenses with a corresponding credit to additional paid-in capital, reflecting acceleration of previously unrecognized compensation cost for unvested awards of $130,115 and incremental fair value on modification of $146,960.

Additionally, on May 22, 2026, the Company granted 319,000 stock options under the 2023 Equity Incentive Plan at an exercise price of $0.12, which vested immediately and were immediately exchanged for shares of Series C Preferred Stock in connection with the same exchange. The Company recorded stock-based compensation of $34,435 under selling, general and administrative expenses with a corresponding credit to additional paid-in capital.

As of June 30, 2026, options outstanding were nil.