DEF 14A: Biotricity Seeks Stockholder Approval for Potential $20 Million Non-Public Offering

Biotricity Inc. is seeking stockholder approval to issue securities in one or more non-public offerings to raise up to $20 million for general corporate purposes.

Summary

• Biotricity Inc. is holding a special meeting of stockholders on July 12, 2024, to vote on a proposal to approve the issuance of securities in one or more non-public offerings.
• The company is seeking approval to issue up to 20,000,000 shares of common stock or securities convertible into common stock, with an aggregate consideration not exceeding $20,000,000.
• The offerings, if approved, must occur on or before March 31, 2025, and the maximum discount at which securities will be offered will not exceed 30% below the market price of the common stock at the time of issuance.
• The net proceeds from these offerings will be used for general corporate purposes, including debt repayment.
• As of June 7, 2024, Biotricity had 20,396,237 shares of common stock outstanding and 160,672 Exchangeable Shares outstanding.

Sentiment

Score: 6

Explanation: The document is neutral in tone, presenting facts about a proposed capital raise. While the capital raise could be beneficial, it also carries risks of dilution and uncertainty of success.

Positives

• The potential capital raise could provide Biotricity with additional financial flexibility to implement its business strategy and enhance its capitalization.
• The company's board of directors recommends voting for the proposal.

Negatives

• The issuance of shares could dilute existing stockholders' ownership.
• The company may not be successful in raising capital through these offerings.
• The issuance of shares could have an anti-takeover effect.

Risks

• The company's common stock has historically been volatile, and market factors are unpredictable.
• The company cannot predict the actual discount at which it will be able to offer its common stock.
• The company currently has no arrangements or understandings regarding any specific transaction with investors.
• A large block of common stock could be purchased by one or more investors, concentrating voting power.

Future Outlook

Biotricity may seek to raise additional capital to implement its business strategy, recapitalize its balance sheet, and enhance its overall capitalization, but there are no guarantees that they will be successful.

Management Comments

• The Board of Directors recommends that you vote FOR the proposal set forth in the Notice of Special Meeting of Stockholders and the Proxy Statement.

Industry Context

Many small cap companies, especially in the tech and medical device sectors, periodically need to raise capital to fund operations and growth. This proposed offering is a fairly standard mechanism for Biotricity to access capital markets.

Comparison to Industry Standards

• Similar companies in the medical device space, such as NeuroOne and Sunshine Heart, have also relied on public and private financing to support their operations.
• The proposed discount of up to 30% is within the typical range for non-public offerings, although the specific terms will depend on market conditions and investor demand.
• The use of proceeds for general corporate purposes, including debt repayment, is a common practice among companies seeking to improve their financial position.

Stakeholder Impact

• Shareholders may experience dilution of their ownership if the offering is approved and executed.
• The company's employees and customers may benefit from the increased financial stability provided by the capital raise.
• Creditors may benefit from the company's use of proceeds to repay debt.

Next Steps

• Stockholders will vote on the proposal at the special meeting on July 12, 2024.
• If approved, the company will proceed with one or more non-public offerings on or before March 31, 2025.

Key Dates

Keywords

non-public offering, securities issuance, stockholder approval, capital raise, Biotricity, common stock, dilution