Item 1.01 Entry into a Material Definitive Agreement.

On January 7, 2020, Biotricity, Inc. (the "Company") entered into exchange agreements (the "Exchange Agreements") with certain noteholders. Pursuant to the Exchange Agreements, the Company issued an aggregate of 1,780 shares of its Series A Preferred Stock to the noteholders in exchange for an aggregate of $1,780,000 million in outstanding promissory notes of the Company (including accrued interest thereon).

As previously reported, each holder of Series A Preferred Stock is not entitled to any voting rights except as may be required by applicable law, is subject to certain beneficial ownership limitations, and holders of shares of Series A Preferred are entitled to receive dividends at an annual rate of twelve percent (12%). The foregoing description of the Series A Preferred is not complete and is qualified by reference to the full text of the Certificate of Designation of Series A Convertible Preferred Stock, which is incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed December 20, 2019.

In connection with the foregoing, the Company relied upon the exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.

A copy of the form of the Exchange Agreements is attached hereto as exhibits to this Current Report. The foregoing description of the material terms of the Exchange Agreements are qualified in their entirety by reference by such exhibit.

Item 3.02 Unregistered Sales of Equity Securities.

The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.





(d)



Exhibit NO.   Description

10.1            Form of Exchange Agreements




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