SCHEDULE 13G/A: Ionic Ventures Group Maintains 9.9% Stake in Biotricity Inc., Details Preferred Stock Conversion Limitations

Ionic Ventures, LLC and its affiliated reporting persons have filed an Amendment No. 3 to their Schedule 13G, reaffirming their beneficial ownership of 9.9% of Biotricity Inc.'s common stock, subject to a 9.99% beneficial ownership limitation on preferred stock conversions.

Summary

• Ionic Ventures, LLC, Ionic Management, LLC, Brendan O'Neil, and Keith Coulston (collectively, the "Reporting Persons") have filed an Amendment No. 3 to their Schedule 13G regarding their beneficial ownership in Biotricity Inc.
• The Reporting Persons collectively beneficially own 2,673,263 shares of Biotricity Inc. Common Stock, representing 9.9% of the class.
• This ownership percentage is based on 24,751,756 shares of Common Stock outstanding as of February 18, 2025, as disclosed in Biotricity Inc.'s Amendment No. 1 to Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2024 (Form 10-Q/A).
• Ionic Ventures, LLC directly holds 665,623 shares of Common Stock and 385 shares of Series B Convertible Preferred Stock.
• Up to 2,007,640 shares of Common Stock (Conversion Shares) are issuable upon conversion of the Preferred Stock held by Ionic Ventures, LLC.
• Further conversions of Preferred Stock are subject to a 9.99% beneficial ownership limitation provision (the "Blocker") contained in the issuer's Amended Certificate of Designations of the Preferred Stock.
• As a result of the Blocker, 4,610,007 Conversion Shares, convertible from $2,250,000 of Preferred Stock (based on an Alternate Conversion Price of $0.34 per share as of March 31, 2025), are not deemed beneficially owned by Ionic.
• Additionally, $1,600,000 of Preferred Stock, convertible into 4,705,882 Conversion Shares (based on an Alternate Conversion Price of $0.34 per share), are not deemed beneficially owned due to limitations on the number of Conversion Notices that may be delivered within sixty days of March 31, 2025.
• All Reporting Persons share voting and dispositive power over the 2,673,263 beneficially owned shares.

Sentiment

Score: 5

Explanation: The document is a factual, routine regulatory filing (Schedule 13G amendment) detailing beneficial ownership. It does not contain operational or financial performance updates, nor does it suggest significant positive or negative developments for the company's business. The maintenance of a significant stake is neutral to slightly positive, but the limitations on conversion are a factual constraint rather than a negative operational event.

Positives

• The Reporting Persons maintain a significant 9.9% stake in Biotricity Inc., indicating continued investment and confidence in the company.

Negatives

• The 9.99% beneficial ownership limitation (Blocker) restricts the Reporting Persons from converting additional Preferred Stock into Common Stock if it would cause their beneficial ownership to exceed this threshold.
• Limitations on the number of Conversion Notices further restrict the immediate conversion of a substantial portion of Preferred Stock holdings into Common Stock.

Risks

• The 9.99% beneficial ownership limitation (Blocker) prevents the Reporting Persons from increasing their stake beyond this threshold through preferred stock conversions, potentially limiting their influence or ability to fully realize the value of their preferred stock holdings.
• Restrictions on the number of Conversion Notices within a 60-day period limit the liquidity and flexibility of converting preferred stock into common stock.

Future Outlook

The document primarily details current beneficial ownership and existing conversion limitations on preferred stock. It does not provide forward-looking statements or guidance regarding the issuer's future financial performance or strategic direction, beyond the continued holding of the reported stake by the filing group.

Industry Context

This filing is a routine disclosure of beneficial ownership by a significant shareholder group and does not provide insights into broader industry trends or competitive dynamics within the healthcare technology or medical device sector where Biotricity Inc. operates. It focuses solely on the ownership structure.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant shareholder's stake and the limitations on their ability to increase their common stock holdings through preferred stock conversion. This information can influence perceptions of control and potential dilution.

Key Dates

Keywords

Biotricity Inc., Ionic Ventures LLC, Schedule 13G, beneficial ownership, common stock, preferred stock, SEC filing, investment, shareholder, ownership limitation, convertible securities