SCHEDULE: Ionic Ventures Amends Biotricity Stake to 9.99%

Sentiment:

Beneficial Ownership Update


Ionic Ventures and its affiliates updated their beneficial ownership in Biotricity Inc. to 9.99% of common stock, including convertible preferred shares.

Capital raiseThe filing references Series B Convertible Preferred Stock, which represents a past capital raise for Biotricity Inc. The current filing details the terms and limitations regarding the conversion of these existing preferred shares into common stock.

Summary

  • Ionic Ventures, LLC, Ionic Management, LLC, Brendan O'Neil, and Keith Coulston (collectively, the "Reporting Persons") have filed Amendment No. 5 to their Schedule 13G.
  • The Reporting Persons collectively beneficially own 2,926,171 shares of Biotricity Inc. common stock, representing 9.99% of the class.
  • This ownership percentage is based on 26,567,769 shares of common stock outstanding as of August 13, 2025, as disclosed in Biotricity's Form 10-Q for the period ended June 30, 2025.
  • The beneficial ownership consists of 202,937 shares of common stock directly held by Ionic Ventures and up to 2,723,234 shares of common stock issuable upon conversion of Series B Convertible Preferred Stock.
  • Conversion of the Preferred Stock is subject to a 9.99% beneficial ownership limitation provision (the "Blocker") and limitations on the number of Conversion Notices that can be delivered.
  • Due to the Blocker, 1,522,049 potential conversion shares are not deemed beneficially owned.
  • Additionally, 2,547,169 potential conversion shares are not deemed beneficially owned due to limitations on Conversion Notices within 60 days of September 30, 2025.
  • The Reporting Persons share voting and dispositive power over the 2,926,171 beneficially owned shares.

Sentiment

Score: 5

Explanation: The filing is a factual update on beneficial ownership and does not contain information that would significantly alter the company's perceived value or operational outlook. It is a routine regulatory disclosure.

Risks

  • The 9.99% beneficial ownership limitation (the "Blocker") restricts Ionic Ventures from converting its Series B Convertible Preferred Stock into common stock if such conversion would result in beneficial ownership exceeding 9.99% of the total outstanding common stock.
  • Limitations on the number of Conversion Notices that may be delivered by Ionic Ventures within a 60-day period also restrict the full conversion of Preferred Stock into common stock.

Future Outlook

The ability of Ionic Ventures to convert its Series B Convertible Preferred Stock into common stock is subject to a 9.99% beneficial ownership limitation and restrictions on the number of conversion notices that can be delivered within a 60-day period.

Industry Context

This filing is a routine update of beneficial ownership by a significant shareholder group, which is common in the public markets and does not inherently reflect broader industry trends or competitive positioning.

Stakeholder Impact

  • Existing common shareholders could experience future dilution if the convertible preferred stock is converted into common stock, although the 9.99% blocker limits immediate significant dilution from this specific holder.
  • The Reporting Persons, as significant shareholders, maintain a substantial stake, which could influence corporate governance matters, particularly if they choose to nominate directors under Rule 14a-11.

Next Steps

  • Ionic Ventures may convert additional shares of Series B Convertible Preferred Stock into common stock in the future, subject to the 9.99% beneficial ownership limitation and other conversion restrictions.

Key Dates

DateDescription
08/08/2024Original Schedule 13G filed by the Reporting Persons.
11/14/2024Amendment No. 1 to Schedule 13G filed.
02/04/2025Amendment No. 2 to Schedule 13G filed.
05/15/2025Amendment No. 3 to Schedule 13G filed.
08/12/2025Amendment No. 4 to Schedule 13G filed.
08/13/2025Date as of which 26,567,769 shares of common stock were outstanding, as disclosed in the issuer's Form 10-Q.
08/14/2025Date Biotricity Inc. filed its Quarterly Report on Form 10-Q for the period ended June 30, 2025.
09/30/2025Date of event which requires filing of this statement (ownership calculation date).
11/14/2025Date Amendment No. 5 was signed by the Reporting Persons.

Keywords

Biotricity Inc., Ionic Ventures, Schedule 13G, Beneficial Ownership, Common Stock, Convertible Preferred Stock, SEC Filing, Shareholder, Ownership Limitation, Form 10-Q

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