SCHEDULE 13G/A: Ionic Ventures Updates Stake in Biotricity Inc., Maintains 9.9% Beneficial Ownership

Ionic Ventures, LLC and its affiliates have filed an amended Schedule 13G, updating their beneficial ownership in Biotricity Inc. to 9.9% of the common stock, reflecting holdings of common stock and convertible preferred stock subject to a 9.99% ownership limitation.

Summary

• Ionic Ventures, LLC, Ionic Management, LLC, Brendan O'Neil, and Keith Coulston collectively reported beneficial ownership of 2,696,870 shares of Biotricity Inc. Common Stock.
• This represents 9.9% of the company's outstanding Common Stock, based on 24,394,442 shares outstanding as of November 13, 2024.
• The ownership includes 95,611 shares of Common Stock directly held by Ionic Ventures, LLC.
• Additionally, it includes up to 2,601,259 shares of Common Stock issuable upon conversion of Series B Convertible Preferred Stock held by Ionic Ventures, LLC.
• Conversions of the Preferred Stock are subject to a 9.99% beneficial ownership limitation ("Blocker"), which prevents Ionic from converting shares if it would exceed this threshold.
• Due to the 9.99% Blocker, 5,160,038 potential Conversion Shares are not currently deemed beneficially owned by Ionic.
• An additional 6,381,511 potential 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.
• Ionic Ventures holds 410 shares of Preferred Stock, of which up to $2,250,000 is convertible into 7,761,297 shares of Common Stock at an Alternate Conversion Price of $0.2899 per share as of December 31, 2024.
• The filing is an Amendment No. 2 to the original Schedule 13G, primarily to update beneficial ownership information.

Sentiment

Score: 5

Explanation: The document is a neutral, factual disclosure of beneficial ownership, as is typical for a Schedule 13G amendment. It neither indicates overwhelmingly positive nor negative developments for the company, focusing solely on the investor's stake and its limitations.

Positives

• The reporting persons maintain a significant, albeit limited, stake in Biotricity Inc., indicating continued investment interest.
• The 9.99% beneficial ownership limitation (Blocker) prevents immediate large-scale dilution from preferred stock conversion, which could be seen as a positive for existing common shareholders by limiting immediate supply increase.

Negatives

• The existence of a large pool of convertible preferred stock (up to 7,761,297 shares convertible from $2.25M preferred stock, and 6,381,511 shares from $1.85M preferred stock, both at $0.2899) represents potential future dilution for common shareholders, even with the blocker.
• The limitations on conversion (9.99% blocker and conversion notice limits) indicate that the preferred stock holder cannot freely convert their entire stake, which might suggest a lack of immediate liquidity for that specific investor or a structured financing arrangement that limits immediate conversion.

Risks

• Future Dilution Risk: While currently limited by a 9.99% blocker, the significant amount of Preferred Stock held by Ionic Ventures (410 shares, convertible into millions of common shares) poses a future dilution risk to existing common shareholders if and when these conversion limitations are lifted or the preferred stock is converted over time.
• Conversion Price Volatility Risk: The conversion price of $0.2899 per share is based on an "Alternate Conversion Price," which can fluctuate, potentially leading to more shares being issued if the stock price declines further.

Future Outlook

The document primarily updates beneficial ownership and does not provide specific forward-looking statements or guidance from the company or the reporting persons regarding future operations or financial performance, beyond the mechanics of preferred stock conversion.

Industry Context

This Schedule 13G amendment is a routine disclosure of a significant shareholder's stake and does not provide broader industry context or trends. It reflects an investor's position in a healthcare technology company, but offers no insights into the sector's performance or competitive landscape.

Comparison to Industry Standards

• This document is a standard regulatory filing (Schedule 13G) detailing beneficial ownership. It does not contain information that allows for a direct comparison of Biotricity Inc.'s operational or financial results against global benchmarks or specific comparable companies/projects.
• The ownership percentage of 9.9% is a significant stake, often seen in institutional or strategic investments, but its implications are specific to Biotricity's capital structure and the investor's strategy, not a general industry standard.

Stakeholder Impact

• Shareholders: The existence of a large pool of convertible preferred stock, even with conversion limitations, represents potential future dilution. However, the 9.99% blocker limits immediate dilution. The continued significant stake by Ionic Ventures indicates ongoing investor interest.

Next Steps

• Biotricity Inc. will continue to operate its business.
• Ionic Ventures, LLC may continue to convert its Series B Convertible Preferred Stock into Common Stock, subject to the 9.99% beneficial ownership limitation and conversion notice limitations.

Key Dates

Keywords

Biotricity Inc., Ionic Ventures, Ionic Management, SEC Filing, Schedule 13G, Beneficial Ownership, Common Stock, Convertible Preferred Stock, Shareholder Stake, Dilution, Investment, Healthcare Technology