BTCY · Biotricity, Inc.

Biotricity Inc. executed exchange agreements on May 1, 2026, with holders of existing common stock, options, and warrants—totaling over 19.5 million underlying common shares equivalent—for newly issued Series C Preferred Stock. The 10:1 exchange ratio significantly consolidates these securities into 1,957,297 preferred shares out of a 2,100,000 share designation, filed concurrently with Nevada's Secretary of State. This restructuring grants Series C holders substantial voting power at 40 votes per share, enabling control over shareholder matters alongside common stock on an as-converted basis. The core investor hook is the automatic conversion mechanism: upon any equity raise yielding at least $15 million in gross proceeds (Qualified Financing), all Series C shares convert into 59.6% of the fully diluted common stock post-financing, including treatment of pre-funded warrants as shares. Series C holders would also receive proportional non-pre-funded warrants issued in the financing. Absent such an event by March 31, 2028, holders gain optional 10:1 conversion rights, mirroring the exchange ratio. Additional protections include dividend participation on an as-converted 10:1 basis, a $2.35 per share liquidation preference (senior to common stock but junior to Series B), and transferability subject to securities laws and lock-up acknowledgments. Conversion shares face a one-year lock-up, with required agreements and legends. The transaction, involving insiders, relied on the private placement exemption under Section 4(a)(2), avoiding registration. This positions Series C as a powerful control vehicle tied to financing success, potentially reshaping ownership upon capital infusion while providing fallback conversion rights.