10-K: Biotricity Reports Revenue Growth and Improved Margins Amidst Going Concern Doubts and Nasdaq Delisting
Annual Report
Biotricity, a medical technology company, reported increased revenue and gross profit for fiscal year 2025, alongside a positive Adjusted EBITDA for the fourth quarter, despite continued net losses and an auditor's 'going concern' warning.
Summary
- Biotricity Inc. is a medical technology company specializing in biometric data monitoring solutions, focusing on diagnostic and post-diagnostic solutions for lifestyle and chronic illnesses.
- The company's core products include Bioflux (Mobile Cardiac Outpatient Monitoring), Biocore (three-lead ECG and arrhythmia monitoring), Biocore Pro (cellular version of Biocore), Bioheart (direct-to-consumer heart monitor), Biocare (chronic care management platform), and Biokit (remote patient monitoring kit).
- Revenue for the fiscal year ended March 31, 2025, increased by 14.3% to $13.8 million, up from $12.1 million in the prior fiscal year.
- Gross profit percentage improved to 76.6% for fiscal year 2025, compared to 69.3% in the prior year, driven by higher-margin technology sales.
- Technology sales gross margin improved to 79.8% for fiscal year 2025, up from 75% in the prior year.
- Net loss attributable to common stockholders for fiscal year 2025 was $11.9 million, an improvement from $14.9 million in fiscal year 2024.
- Adjusted EBITDA for the three months ended March 31, 2025, was positive $438,260, a significant improvement from negative $2,561,573 in the corresponding prior-year period.
- As of March 31, 2025, the company had an accumulated deficit of $139.4 million and a working capital deficiency of $15.9 million.
- Auditors have expressed substantial doubt about the company's ability to continue as a going concern.
- The company was delisted from the Nasdaq Capital Market on August 5, 2024, due to non-compliance with the minimum $35 million market value of listed securities, and its shares now trade on OTCQB under the symbol BTCY.
- Total outstanding indebtedness as of March 31, 2025, was $25.2 million, up from $22.6 million in the prior year.
- The company is expanding its sales efforts to 35 states and plans further expansion across the US market using an insourcing business model.
- Biotricity is developing advanced ECG algorithms, Biocore Pro 2.0, and exploring future markets such as implantable cardiac device monitoring, diabetes, sleep apnea, chronic pain, and fetal monitoring.
- The company received an NIH Grant in September 2022 for AI-Enabled real-time monitoring and predictive analytics for stroke due to chronic kidney failure, receiving $238,703 in March 2023.
Sentiment
Score: 4
Explanation: While the company shows positive operational trends with revenue growth and improved gross margins, and a positive Adjusted EBITDA for the most recent quarter, the persistent significant net losses, substantial accumulated deficit, and the auditor's 'going concern' warning indicate a precarious financial position. The Nasdaq delisting is also a notable negative event. The overall sentiment is cautious, reflecting high financial risk despite operational progress.
Positives
- Revenue increased by 14.3% to $13.8 million for fiscal year 2025, demonstrating continued sales growth.
- Gross profit percentage improved significantly to 76.6% for fiscal year 2025, indicating better operational efficiency and a favorable revenue mix.
- Technology sales gross margin improved to 79.8%, reflecting continuous efforts to enhance service delivery efficiency.
- Adjusted EBITDA for the quarter ended March 31, 2025, turned positive at $438,260, a 120% improvement from the prior year's negative Adjusted EBITDA, suggesting a positive trend in cash flow levels.
- Net loss attributable to common stockholders decreased to $11.9 million in fiscal year 2025 from $14.9 million in fiscal year 2024, showing a reduction in losses.
- The company has expanded its sales efforts to 35 states and intends to expand further, indicating market penetration and growth strategy execution.
- New product launches like Biocore Pro (cellular version) and Biocare (chronic care management solution) are expected to drive future revenue.
- Bioheart was recognized as one of TIME's Best Inventions of 2022, highlighting product innovation and market recognition.
- Secured an NIH Grant for AI-enabled real-time monitoring and predictive analytics, broadening technology platforms and disease space demographics.
- Strengthened relationships with Amazon and Google, leveraging their infrastructure for AI development.
Negatives
- The company incurred a net loss of $11.9 million for fiscal year 2025 and has an accumulated deficit of $139.4 million as of March 31, 2025.
- Auditors have expressed substantial doubt about the company's ability to continue as a going concern.
- The company was delisted from the Nasdaq Capital Market on August 5, 2024, due to non-compliance with listing rules, impacting its market visibility and investor confidence.
- Cash balance decreased to $365,145 as of March 31, 2025, from $786,060 in the prior year.
- The company has a working capital deficiency of $15.9 million as of March 31, 2025.
- Total outstanding indebtedness increased to $25.2 million as of March 31, 2025, from $22.6 million in the prior year, indicating growing debt burden.
- Cash flow used in operating activities was $2.4 million for fiscal year 2025, indicating continued reliance on financing for operations.
- The company has a limited operating history and cannot predict when it will achieve sustained profitability.
- Significant portion of cash balance ($259,478) at financial institutions in the United States was not covered by deposit protection regulation as of March 31, 2025.
Risks
- Natural disasters, pandemics (like COVID-19), or other events beyond control could disrupt operations and supply chains.
- Limited operating history makes it difficult for investors to evaluate future prospects and for the company to accurately forecast revenues.
- Inability to achieve sustained profitability, with an accumulated deficit of $138,895,913 as of March 31, 2025.
- Failure to meet product development and commercialization milestones, leading to delays or inability to market products economically.
- Risk of the lender foreclosing on all company assets, including intellectual property, if the company defaults on its $14.45 million Credit Agreement.
- Dependence on physicians utilizing the company's solutions; failure to convince physicians or ensure timely reimbursement could decrease revenue.
- Extensive governmental regulations (FDA, Health Canada) relating to manufacturing, labeling, and marketing, with potential for reclassification of devices or enforcement actions.
- Inability of customers to obtain and maintain adequate levels of third-party reimbursement for services using the company's products, especially if technology is considered experimental.
- Changes in Medicare reimbursement policies or non-compliance with regulations could decrease revenue and lead to penalties.
- Consolidation of commercial payors could result in reduced reimbursement rates or elimination of coverage for mobile cardiac monitoring solutions.
- Product defects could lead to recalls, safety alerts, significant costs, negative publicity, and product liability claims.
- Interruptions or delays in telecommunications systems or data services could impair delivery of cardiac monitoring services.
- Exposure to significant liability claims if unable to obtain adequate product liability insurance.
- Requirement for additional capital ($10 million planned) to support business plan and growth, with no assurance of availability on acceptable terms or without dilution.
- Intense competition and rapid technological change in the medical technology industry, with larger competitors having greater resources.
- Unsuccessful clinical trials or procedures for products under development could adversely affect prospects.
- Intellectual property litigation and infringement claims could result in significant expenses, damages, or prevent product sales.
- Inability to protect the confidentiality of trade secrets or proprietary rights, or infringement on others' intellectual property.
- Enforcement of federal and state laws regarding privacy and security of patient information (HIPAA) could adversely affect business.
- Potential exposure to federal and state healthcare fraud and abuse laws and false claims laws, leading to substantial penalties.
- Changes in the healthcare industry or tort reform could reduce the volume of arrhythmia monitoring solutions ordered by physicians.
- The market price of common stock may be volatile due to various factors, including operational results, market conditions, and competitive announcements.
- A significant number of shares eligible for sale could depress the market price of the stock.
- Concentration of voting power with the largest stockholder (CEO Waqaas Al-Siddiq) could prevent other stockholders from influencing significant corporate decisions.
- Failure to maintain effective internal control over financial reporting could lead to inaccurate financial reports.
- Issuance of additional common or preferred stock may cause common stock price to decline.
- Anti-takeover provisions in the company's charter and bylaws may prevent or frustrate attempts by stockholders to change the board or management.
- Common stock could become subject to SEC's penny stock rules, making it difficult for broker-dealers to complete transactions.
- No expectation of paying dividends in the future, limiting return on investment to stock value.
Future Outlook
Biotricity anticipates continued revenue growth and improved liquidity through ongoing business development and additional equity and debt capitalization. The company plans to expand its sales force to address new markets and achieve deeper penetration in existing ones. Future product development includes advanced ECG algorithms, the Biocore Pro 2.0, and expansion into monitoring implantable cardiac devices, diabetes, sleep apnea, chronic pain, and fetal monitoring. The company aims to position itself as an all-in-one cardiac diagnostic and disease management solution, leveraging its AI technology to support healthcare professionals in managing more patients and identifying critical data.
Management Comments
- "Our aim is to deliver innovative, remote monitoring solutions to the medical, healthcare, and consumer markets, with a focus on diagnostic and post-diagnostic solutions for lifestyle and chronic illnesses."
- "We believe our technological and clinical advantage combined with our solutions insourcing model, which empowers physicians with state-of-the-art technology and charges technology service fees for its use, has the benefit of a reduced operating overhead for us, and enables a more efficient market penetration and distribution strategy."
- "Our mission is to innovate and create transformative healthcare products while ensuring financial discipline, to drive margin and revenue growth while delivering value creation for our investors."
- "We believe the capabilities of our cardiac AI model will allow us to support healthcare professionals in handling exponentially more patients while identifying the most critical data."
- "This has led to increasing sales of our remote cardiac monitoring devices and the ramp-up of our subscription-based service, increasing our recurring revenue over the past few quarters and charting a clear path to profitability."
- "Management anticipates the Company will continue on its revenue growth trajectory and improve its liquidity through continued business development and after additional equity and debt capitalization of the Company."
- "We believe our existing cash, along with anticipated near-term financings, will be sufficient to continue to meet our needs for the next twelve months from the filing date of this report."
Industry Context
The announcement highlights Biotricity's position within the growing connected health market, projected to reach $150 billion by 2024 (25% CAGR), and the global ECG equipment market, projected to grow at a 6.5% CAGR from 2023 to 2030. The company is addressing the increasing burden of chronic diseases, particularly cardiovascular disease (the number one cost to healthcare), by focusing on remote patient monitoring and chronic care management. This aligns with the broader industry shift towards evidence-based healthcare and patient self-management to drive down costs. Biotricity's emphasis on an 'insourcing' model for physicians and recurring technology fees aims to disrupt traditional outsourced models in cardiac monitoring, positioning itself as a technology provider rather than solely a clinical service provider.
Comparison to Industry Standards
- **Mobile Cardiac Outpatient Monitoring (COM):** Biotricity's Bioflux and Biocore Pro compete with established players like Philips Biotel (formerly CardioNet), Boston Scientific (Preventice), ScottCare, Infobionic, and VitalConnect. While most competitors use an outsourced model, Biotricity's insourcing model (PAAS/TAAS) is a disruptive departure, allowing physicians to bill directly, which is financially superior for providers.
- **Technological Superiority (COM):** Biocore is a one-piece solution with 3 channels of ECG, delivering more and higher quality data compared to existing two-piece solutions with 1 or 2 channels, creating a significant barrier to entry for competitors.
- **Holter/Extended Holter Monitoring:** Biotricity's Biocore competes with iRhythm Technologies (Zio patch), BardyDx, and VitalConnect. Unlike most competitors' 1-channel, non-connected patches that can take up to 2 weeks for results, Biocore is a connected 3-channel patch solution, reducing diagnosis time to 3 days or less, offering clinical superiority.
- **Chronic Care Management (CCM) & Remote Patient Monitoring (RPM):** Biotricity's Bioheart and Biocare offer the first cardiac-tailored solution for disease management, differentiating from generic RPM platforms like Optimize Health or hypertension-focused programs like HelloHeart. Bioheart's continuous heart rhythm monitoring is a unique offering, akin to continuous glucose monitoring for diabetic patients, which is currently unavailable for cardiac patients from competitors.
- **Market Penetration:** While competitors like Philips Biotel and Boston Scientific have larger market presence through existing IDTFs, Biotricity's insourcing model and focus on technology service fees aim for more efficient market penetration and distribution.
- **AI Integration:** Biotricity is actively expanding its AI technology development in remote cardiac care, leveraging proprietary AI models with Google's TensorFlow and AWS infrastructure, positioning itself to capitalize on the projected $208.2 billion healthcare AI market by 2030. This is a key differentiator against many traditional medical device companies.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | NA | Jainal Bhuiyan | 2024-08-15 | Appointment to the board based on 18 years of healthcare investment banking and capital markets experience. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Policy Adoption | Adopted a clawback policy allowing recovery of performance-based compensation from current or former executive officers in the event of an accounting restatement due to material noncompliance with financial reporting requirements. | NA | Enhances accountability and aligns executive compensation with financial reporting accuracy, complying with Section 10D of the Exchange Act. |
| Policy Adoption | Adopted an insider trading policy governing the purchase, sale, and other dispositions of securities by directors, senior management, and employees, including pre-clearance requirements and blackout periods. | NA | Aims to prevent insider trading, preserve company reputation, and ensure compliance with securities laws, expanding on SEC's short-swing profit rules. |
| Committee Composition Change | Ronald McClurg and David A. Rosa serve on the Audit Committee, with Ronald McClurg as chairman. Norman Betts resigned as chairman in August 2022. | NA | Ensures oversight of financial statements, independent auditors, and risk management, with financially literate members. |
| Committee Composition Change | David Rosa and Jainal Buiyan serve on the Compensation Committee, with David Rosa as chairman. | NA | Responsible for reviewing and approving executive and director compensation, incentive plans, and overall compensation philosophy. |
| Committee Composition Change | David Rosa and Ron McClurg serve on the Nominating and Corporate Governance Committee, with David Rosa as chairman. | NA | Responsible for identifying and screening board members, developing corporate governance guidelines, and overseeing board evaluations. |
Legal Proceedings
- The company is not currently a party in any material legal proceeding where it is a defendant, or governmental regulatory proceeding.
Related Party Transactions
- Trade and other payables and accrued liabilities as at March 31, 2025, and 2024 included $373,744 and $837,945, respectively, due to a shareholder who is a director and executive of the Company.
- The company issued 1,000,413 common shares in settlement of $741,316 due to a shareholder (part of accounts payable), resulting in a loss upon debt extinguishment of $249,093.
Stakeholder Impact
- **Shareholders:** Face significant dilution risk from future capital raises and conversions of preferred stock and convertible notes. The Nasdaq delisting and 'going concern' warning negatively impact investment value and liquidity. However, improved revenue growth and gross margins offer a glimmer of potential future value.
- **Employees:** The company plans to hire 10 to 15 additional full-time employees within the next 12 months, indicating potential job growth. Stock-based compensation plans are in place to attract and retain talent.
- **Customers (Physicians/Clinics/Hospitals):** The insourcing business model aims to empower physicians with state-of-the-art technology and new revenue streams, potentially improving patient care and operational efficiency for them. New product launches like Biocore Pro and Biocare expand service offerings.
- **Patients:** Benefit from advanced remote monitoring solutions for cardiac diagnostics and chronic care management, potentially leading to faster diagnoses, improved compliance, and better health outcomes.
- **Suppliers:** The company relies on a limited number of principal suppliers for components, creating a dependency that could impact supply chain stability if disruptions occur.
- **Creditors:** The company's high level of indebtedness and 'going concern' warning indicate elevated risk for creditors, although the company has secured additional term loan proceeds and interest relief.
Next Steps
- Expand sales efforts further across the broader US market.
- Continue to grow the sales force to address new markets and achieve sales penetration.
- Pursue regulatory approvals for several other ancillary technologies within the next twelve months, including advanced ECG algorithms and analysis software, and the Biocore Pro 2.0.
- Continue to develop predictive capabilities relative to atrial fibrillation and arrhythmias using the growing dataset of patient heartbeats.
- Expand the platform to include remote patient monitoring, chronic care management, and implantable device management, creating a single unified cardiac platform.
- Seek additional debt or equity capital to fund ongoing operating expenses, protect intellectual property, develop or acquire new lines of business, and enhance operating infrastructure.
- Implement cost-saving initiatives and growing strategies to improve financial results and operating cash flows.
- Potentially defer scheduled research and development activities and related clinical trials if unable to obtain sufficient funding.
Key Dates
| Date | Description |
|---|---|
| 2016-02-02 | Effective date of the 2016 Equity Incentive Plan. |
| 2018-04-06 | Limited market release of Bioflux COM technology. |
| 2019-04-01 | Full market release of the Bioflux device for commercialization. |
| 2021-01-01 | Commencement of initial launch of Bioheart, a direct-to-consumer heart monitor. |
| 2021-01-01 | Received 510(k) clearance from the FDA for Bioflux Software II System. |
| 2021-12-21 | Entered into a Credit Agreement with SWK Funding LLC for $12.4 million. |
| 2022-01-24 | Received 510(k) FDA clearance of Biocore (previously Biotres) patch solution. |
| 2022-09-01 | Awarded an NIH Grant from the National Heart, Blood, and Lung Institute for AI-Enabled real-time monitoring. |
| 2022-10-01 | Launched Biocare Cardiac Disease Management Solution. |
| 2022-11-01 | Bioheart received recognition as one of TIME's Best Inventions of 2022. |
| 2022-12-01 | Entered into a short-term bridge loan agreement with a collateralized merchant finance company for $400,000. |
| 2022-12-01 | Entered into a short-term collateralized bridge loan agreement with a finance company for $800,000. |
| 2022-12-15 | Maturity date of a promissory note agreement with an individual investor for $600,000. |
| 2022-12-30 | Exchanged $500,000 of Series A Notes into a new convertible note with the same note holder. |
| 2023-03-29 | Entered into an additional collateralized bridge loan agreement with a finance company for $300,000. |
| 2023-03-31 | Adopted the 2023 Equity Incentive Plan. |
| 2023-03-31 | Launched patient-facing Biocare app on Android and Apple app stores. |
| 2023-06-01 | Entered into a secured revolving account purchase credit and inventory financing facility. |
| 2023-07-13 | Entered into another short-term bridge loan agreement with a collateralized merchant finance company for $400,000. |
| 2023-07-18 | Entered into an amendment with the finance company, increasing total proceeds borrowed to $700,000. |
| 2023-08-11 | Issued two short term promissory notes, each for $250,000, to one investor. |
| 2023-09-19 | Entered into a security purchase agreement with an institutional investor for the issuance and sale of 220 shares of Series B Convertible Preferred Stock. |
| 2023-09-25 | Entered into a convertible preferred note financing and issued a convertible note for $1,000,000. |
| 2023-10-01 | Launched the cellular version of Biocore, the Biocore Pro. |
| 2023-10-23 | Final closing date for Series C Convertible Notes, with exercise price of warrants concluded and locked. |
| 2023-10-25 | Issued a further Preferred Note in the principal amount of $250,000. |
| 2023-12-08 | Entered into a short-term bridge loan agreement with a collateralized merchant finance company for $630,000. |
| 2024-01-01 | Issued a further Preferred Note for a principal amount of $114,303. |
| 2024-02-02 | Entered into a short-term bridge loan agreement with a collateralized merchant finance company for $700,000. |
| 2024-02-01 | Entered into a promissory note agreement with an individual investor for $660,504. |
| 2024-03-31 | End of fiscal year 2024. |
| 2024-06-17 | Issued a Preferred Note for a principal amount of $300,000. |
| 2024-06-21 | Mr. Ayanoglou was awarded a grant of 21,585 warrants. |
| 2024-08-01 | Received notice from Nasdaq of delisting from The Nasdaq Capital Market. |
| 2024-08-05 | Delisting from The Nasdaq Capital Market became effective; shares listed on OTCQB. |
| 2024-08-15 | Jainal Bhuiyan appointed as a director. |
| 2024-11-01 | Completed an additional transaction with its term lender to receive an additional $635 thousand in term loan proceeds and interest relief. |
| 2025-02-14 | Mr. McClurg, Mr. Rosa, and Mr. Bhuiyan were awarded option grants. |
| 2025-03-31 | End of fiscal year 2025. |
| 2025-07-15 | Date of filing of the Annual Report on Form 10-K. |
| 2025-07-15 | Number of shares outstanding of common stock and exchangeable shares reported. |
Recommendation
sellKeywords
Medical Technology, Remote Patient Monitoring, Cardiac Monitoring, ECG, Arrhythmia Detection, Chronic Care Management, FDA Clearance, Healthcare AI, Biometric Data, Telemedicine, Bioflux, Biocore, Bioheart, Biocare, SEC Filing, 10-K, Financial Results, Going Concern, Nasdaq Delisting, Convertible Notes, Preferred Stock, Intellectual Property, Healthcare Industry, Digital Health
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