Material Agreement, Private Placement, Amendments to Bylaws (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On May 1, 2026, Biotricity Inc. (the "Company") entered into exchange agreements with holders (the "Exchange Holders") of an aggregate of 14,144,325 shares of the Company's common stock (the "Exchange Shares"), options (the "Exchange Options") to purchase 3,992,427 shares of common stock of the Company, and warrants (the "Exchange Warrants," and together with the Exchange Shares and the Exchange Options, the "Exchange Securities") to purchase 1,436,216 shares of common stock of the Company. The Exchange Holders include officers and directors of the Company.

Pursuant to the exchange agreements, the Exchange Holders exchanged their Exchange Securities for an aggregate of 1,957,297 shares of newly created Series C Preferred Stock of the Company (on the basis of ten Exchange Securities for one share of Series C Preferred Stock).

In connection with the exchange agreements, on May 1, 2026, the Company filed a Certificate of Designation of Series C Preferred Stock with the Secretary of State of Nevada. Pursuant to the Certificate of Designation, the Company designated 2,100,000 shares as Series C Preferred Stock. Holders of Series C Preferred Stock (the "Series C Holders") will be entitled to 40 votes for each share of Series C Preferred Stock. Effective upon the closing of any offering of equity securities in which the Company receives gross proceeds of at least $15 million (a "Qualified Financing"), outstanding shares of Series C Preferred Stock will automatically convert into an aggregate of 59.6% of the Company's outstanding shares of common stock (the "Conversion Shares"). In the event the Company issues warrants in such Qualified Financing, Series C Holders will also receive warrants in the form issued in the Qualified Financing and in the same ratio to the Conversion Shares as the warrant coverage in the Qualified Financing. In the event the Company has not consummated a Qualified Financing by March 31, 2028, Series C Holders will have the right to convert each share of Series C Preferred Stock to 10 shares of common stock.

The foregoing descriptions of the exchange agreements and Certificate of Designation are qualified by reference to the full text of such documents, which are filed as exhibits to this report.

In connection with the foregoing, the Company relied upon the exemption from registration under Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure under Item 1.01 above is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure under Item 1.01 above is incorporated herein by reference.