SCHEDULE: Ionic Ventures Discloses 9.9% Stake in Biotricity
Schedule 13G Amendment
Ionic Ventures and its affiliates disclose a 9.9% beneficial ownership stake in Biotricity Inc., totaling 2,839,930 shares, including common and convertible preferred stock.
Summary
- Ionic Ventures, LLC, Ionic Management, LLC, Brendan O'Neil, and Keith Coulston collectively report beneficial ownership of 2,839,930 shares of Biotricity Inc. Common Stock.
- This represents 9.9% of Biotricity's outstanding Common Stock, based on 26,081,295 shares outstanding as of March 31, 2025.
- The ownership consists of 493,492 shares of Common Stock directly held by Ionic Ventures and an aggregate of up to 2,346,438 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, preventing conversion if it would result in ownership exceeding this threshold.
- An additional 3,729,717 Conversion Shares are not deemed beneficially owned due to the 9.99% blocker provision.
- Furthermore, 4,320,821 Conversion Shares are not deemed beneficially owned due to limitations on the number of Conversion Notices that can be delivered within a 60-day period.
- All reporting persons share voting and dispositive power over the 2,839,930 beneficially owned shares.
Sentiment
Score: 5
Explanation: The filing is a factual disclosure of beneficial ownership and does not contain information that would significantly alter the perceived sentiment of the company's performance or outlook. It is a routine regulatory update.
Risks
- The 9.99% beneficial ownership limitation (the 'Blocker') restricts Ionic Ventures from converting its Preferred Stock into Common Stock if such conversion would result in beneficial ownership exceeding 9.99% of the total outstanding Common Stock.
- A significant number of potential Conversion Shares (3,729,717 shares) are not deemed beneficially owned due to the triggering of this 9.99% Blocker.
- Limitations on the number of Conversion Notices that can be delivered within a 60-day period prevent Ionic Ventures from converting an additional 4,320,821 shares of Preferred Stock into Common Stock.
Future Outlook
NA
Industry Context
This filing is a routine disclosure of a significant investor's stake in a publicly traded company, common in the financial industry for transparency regarding large ownership positions. It does not provide specific insights into broader industry trends beyond the ownership structure of a single entity.
Stakeholder Impact
- Shareholders: Provides transparency regarding a significant investor's stake and the limitations on their ability to convert preferred stock, which could impact future dilution or control.
Key Dates
| Date | Description |
|---|---|
| 2024-08-08 | Initial Statement on Schedule 13G filed by the Reporting Persons. |
| 2024-11-14 | Amendment No. 1 to Schedule 13G filed. |
| 2025-02-04 | Amendment No. 2 to Schedule 13G filed. |
| 2025-03-31 | Date as of which 26,081,295 shares of Common Stock were outstanding, as disclosed in the issuer's Form 10-K/A. |
| 2025-05-15 | Amendment No. 3 to Schedule 13G filed. |
| 2025-06-30 | Date of event which requires filing of this statement (ownership snapshot date). |
| 2025-07-18 | Date Biotricity Inc. filed Amendment No. 1 to Annual Report on Form 10-K for the fiscal year ended March 31, 2025 (Form 10-K/A). |
| 2025-08-12 | Date of signing and filing of this Amendment No. 4 to Schedule 13G. |
Keywords
Biotricity Inc., Ionic Ventures, Schedule 13G, Beneficial Ownership, Common Stock, Convertible Preferred Stock, SEC Filing, Shareholder, Investment, Ownership Disclosure
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