{"url_path":"/sec/btcy/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1630113/0001493152-26-033207-index.html","accession_number":"0001493152-26-033207","cik":"0001630113","ticker":"BTCY","issuer_name":"BIOTRICITY INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1630113/0001493152-26-033207-index.html","primary_entity_key":"0001630113","primary_entity_name":"BIOTRICITY INC."},"word_count":1620,"has_tables":true,"body_markdown":"**ITEM\n5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES**\n\n \n\n**Market\nfor our Common Stock**\n\n \n\nOur\ncommon stock is traded on OTCQB under the symbol “BTCY” since August, 2024. On March 31, 2026 the closing price of our common\nstock as reported on OTCQB was 0.236 per share.\n\n \n\n**Shareholders\nof Record**\n\n \n\nAs of June 20, 2026, an aggregate of 29,402,934 shares of the Company’s\ncommon stock were issued and outstanding and owned by approximately 130 named shareholders of record. As of June 20, 2026, 160,672 Exchangeable\nShares were also issued and outstanding and held by approximately 10 holders of record. The numbers of record holders do not include beneficial\nowners holding shares through nominee names.\n\n \n\nAs of June 20, 2026 there is also one share of the\nSpecial Voting Preferred Stock issued and outstanding, held by the Trustee, 201 Series A 335 Series B preferred shares issued and outstanding\nand owned by one respective shareholder each.\n\n \n\n**Dividends**\n\n \n\nOur\nSeries A preferred shares earning dividends at the rate of 12% per annum. We do not anticipate paying any cash dividends on our common\nshares in the foreseeable future and we intend to retain all of our earnings, if any, to finance our growth and operations and to fund\nthe expansion of our business. Payment of any dividends will be made in the discretion of our Board of Directors, after our taking into\naccount various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion.\nNo dividends may be declared or paid on our common shares, unless a dividend, payable in the same consideration or manner, is simultaneously\ndeclared or paid, as the case may be, on our shares of preferred stock, if any.\n\n \n\n**Issuance\nof Securities**\n\n \n\nDuring\nthe year ended March 31, 2026, the Company issued 2,506,020 common shares for conversion of preferred shares. The Company issued 10,000 common\nshares for services provided.\n\n \n\nThe\nsecurities referenced above were offered and sold pursuant to Section 4(a)(2) of the Securities Act.\n\n \n\n**Securities\nAuthorized for Issuance under Equity Compensation Plans**\n\n \n\nWe\nadopted an equity incentive plan effective as of February 2, 2016 (the “2016 Equity Incentive Plan”) to attract and retain\nemployees, directors and consultants. Pursuant to the Company’s annual meeting of shareholders on March 31, 2023, we adopted an\nupdated incentive plan (the “2023 Equity Incentive Plan”), to be used in future years. The equity incentive plans are administered\nby our Board of Directors which may determine, among other things, the (a) terms and conditions of any option or stock purchase right\ngranted, including the exercise price and the vesting schedule, (b) persons who are to receive options and stock purchase rights and\n(c) the number of shares to be subject to each option and stock purchase right. The equity incentive plan may also be administered by\na special committee, as determined by the Board of Directors.\n\n \n\nThe\nmaximum aggregate number of shares of our common stock that may be issued under the 2016 Equity Incentive Plan is 3,653,606. As provided\nin the plan, the maximum aggregate number of shares of our common stock that may be issued shall automatically increase on January 1\nof each year for no more than 10 years to an amount no greater than 15% of our outstanding shares of common stock and Exchangeable Shares\nas of such January 1st. The equity incentive plan provides for the grant of, among other awards, (i) “incentive”\noptions (qualified under section 422 of the Internal Revenue Code of 1986, as amended) to our employees and (ii) non-statutory options\nand restricted stock to our employees, directors or consultants.\n\n \n\n34\n\n \n\n \n\nOn\nMarch 31, 2023, we adopted the Company’s 2023 Equity Incentive Plan (the “2023 Plan”). The 2023 Plan authorizes grants\nof equity-based and incentive cash awards to eligible participants designated by the 2023 Plan’s administrator. The 2023 Plan will\nbe administered by the Compensation Committee of the Company’s Board of Directors (the “Board”). The maximum aggregate\nnumber of shares of our common stock that may be issued under the 2023 Equity Incentive Plan was 5,000,0000 at its inception. the Plan\nallows an automatic annual increase to be added as of the first day of the Corporation’s fiscal year beginning in 2024 equal to\nthe lessor of (i) 10% of the outstanding common stock on a fully diluted basis as of the end of the Corporation’s immediately preceding\nfiscal year, (ii) 5,000,000 shares, and (iii) a lesser amount determined by the Board; provided, however, that any shares from any such\nincreases in previous years that are not actually issued shall continue to be available for issuance under the Plan An aggregate of 5,000,000\nshares of the Company’s common stock (the “Common Stock”), plus the number of shares available for issuance under the\nCompany’s 2016 Equity Incentive Plan that had not been made subject to outstanding awards, were reserved for issuance under the\n2023 Plan. Unless earlier terminated by the Board, the 2023 Plan will remain in effect until all Common Stock reserved for issuance has\nbeen issued, provided, however, that all awards shall be granted, if at all, on or before the day immediately preceding the tenth (10th)\nanniversary of the effective date of the 2023 Plan. We also adopted the Company’s Employee Stock Purchase Plan (the “ESPP”).\nThe ESPP allows eligible employees of the Company and the Company’s designated subsidiaries the ability to purchase shares of the\nCompany’s Common Stock at a discount, subject to various limitations. Under the ESPP, employees will be granted the right to purchase\nCommon Stock at a discount during a series of successive offerings, the duration and timing of which will be determined by the ESPP administrator\n(the “Administrator”). In no event can any single offering period be longer than 27 months. The purchase price (the “Purchase\nPrice”) for each offering will be established by the Administrator. With respect to an offering under Section 423 of the Internal\nRevenue Code of 1986 (“Section 423 Offering”), in no case may such Purchase Price be less than the lesser of (i) an amount\nequal to 85 percent of the fair market value on the commencement date, or (ii) an amount not less than 85 percent of the fair market\nvalue the on the purchase date. In the event of financial hardship, an employee may withdraw from the ESPP by providing a request at\nleast 20 Business Days before the end of the offering period (the “Offering Period”). Otherwise, the employee will be deemed\nto have exercised the purchase right in full as of such exercise date. Upon exercise, the employee will purchase the number of whole\nshares that the participant’s accumulated payroll deductions will buy at the Purchase Price. If an employee wants to decrease the\nrate of contribution, the employee must make a request at least 20 Business Days before the end of an Offering Period (or such earlier\ndate as determined by the Administrator). An employee may not transfer any rights under the ESPP other than by will or the laws of descent\nand distribution. During a participant’s lifetime, purchase rights under the ESPP shall be exercisable only by the participant.\n\n \n\nShown\nbelow is information as of March 31, 2026 with respect to the common stock of the Company that may be issued under its equity compensation\nplans.\n\n \n\nPlan Category \n\n(a)\nNumber of\n\nsecurities\nto be\n\nissued\nupon\n\nexercise\nof\n\noutstanding\n\noptions,\n\nwarrants\nand\n\nrights\n  \n\n(b)\nWeighted-\n\naverage\n\nexercise\nprice of\n\noutstanding\noptions,\n\nwarrants\nand\n\nrights\n  \n\n(c)\nNumber of\n\nsecurities\n\nremaining\n\navailable\nfor\n\nfuture\nissuance\n\nunder\nequity\n\ncompensation\n\nplans\n\n(excluding\n\nsecurities\n\nreflected\nin\n\ncolumn\n(a))\n \n\nEquity compensation plans approved\nby security holders (1) \n 3,048,663  \n$1.13  \n 5,609,877 \n\n  \n    \n  \n   \n\nWarrants granted to Directors and Officers\n(2) \n 1,436,216  \n$0.43  \n - \n\n  \n    \n    \n   \n\nTotal \n 4,484,879  \n 1.56  \n 5,609,877 \n\n \n\n \n(1)\nIncludes\nthe Company’s 2016 Equity Incentive Plan and includes options to purchase shares of our common stock granted to Mr. Al-Siddiq\npursuant to his employment agreement , as well as options previously issued to employees. On February 14, 2025, 933,000 options previously\ngranted to Mr. Al-Siddiq at various exercise prices were cancelled and replaced by a new grant of 900,000, vesting immediately, with\nan exercise price of $0.43. A further 250,000 options granted to My Al-Siddiq in July 2024 related to compensation for fiscal 2024\nand have a vesting schedule over 3 years and an exercise price of $1.20 per common share. On February 14, 2025, new grants of 125,000,\n125,000 and 25,000 were also issued to Mr. Rosa, Bhuiyan and McClurg, respectively as part of their board compensation; These options\nvested on grant, with an exercise price of $0.43. Mr. Rosa and Mr. McClurg had been granted a further 84,326 and 7,210 options, respectively.\nat various exercise prices as part of their board compensation of previous years. Another 348,923 options had been granted and were\noutstanding as issued and to employees of the Company at various times and exercise prices, within the 2016 Equity Incentive Plan.\nThis also includes the Company’s 2023 Equity Incentive Plan, from which 1,200,000 options were granted to employees; these\nvested immediately, and were granted at an exercise price of $0.43 per share to employees on February 14, 2025 as part of their share-based\ncompensation.\n\n \n \n \n\n \n(2)\nThis\ncategory relates to employees who, at the time of grant, were not part of the Company’s 2016 or 2023 Equity Incentive Plans.\nIt includes a grant or warrants to Mr. Ayanoglou on February 14, 2025 of 500,000 warrants, with immediate vesting, to purchase common\nstock, an exercise price of $0.43 per common share. It also includes a grant to another employee of 700,000 warrants on that same\ndate and with the same terms. Both of these grants were part of employee compensation.\n\n \n\n35"}