Biotricity (BTCY) - 2025 Q4 - Annual Report

Part I Business Biotricity Inc. provides biometric data monitoring solutions for cardiac care, leveraging an insourcing model and recurring revenue from FDA-cleared products - The company's core business is providing remote cardiac monitoring solutions (Bioflux®, Biocore®) to medical professionals using an insourcing model, charging recurring technology service fees[13][14][15] - Biotricity is expanding its AI technology development, leveraging a proprietary cardiac AI model built with Google's TensorFlow and AWS infrastructure to improve disease profiling and patient management[27][28] - The company has expanded its commercial sales efforts to 35 states and is pursuing regulatory approvals in key international jurisdictions for future growth[14] Market Overview and Opportunity The company targets the growing cardiovascular and remote monitoring markets, aiming to disrupt them with superior technology and an insourced business model - The global ECG equipment market is projected to grow at a CAGR of 6.5% from 2023 to 2030, with the US market valued at $2.01 billion in 2022[32] - Mobile Cardiac Outpatient Monitoring (COM) tests have an estimated average reimbursement rate of approximately $850 per test in key US markets[34] - The chronic care management market is projected to reach $8.7 billion in the US by 2027 (18% CAGR), and the remote patient monitoring (RPM) market is projected to reach $96.67 billion by 2030 (17.6% CAGR)[45][46] Products and Technology Biotricity offers a comprehensive product ecosystem for cardiac monitoring and chronic care, including advanced ECG devices and a disease management platform, with plans for future market expansion - The flagship Biocore® Pro is an advanced ECG device for the COM market with 3 channels and built-in cellular connectivity[60][61] - The Biocare® platform, combined with the Bioheart® monitor and Biokit®, provides a comprehensive disease management solution for cardiovascular patients, a unique offering in a space primarily focused on diabetes[66][67][68] - Future product development includes Bionatal for fetal monitoring and leveraging an NIH grant to investigate cardiac anomalies in chronic kidney disease patients[69][71][72] Competition Biotricity competes in the COM and Holter markets against major players, differentiating itself through superior 3-channel technology and a unique insourced business model - Primary COM competitors include Philips Biotel and Boston Scientific, who operate on an outsourced service model, whereas Biotricity uses an insourced model empowering physicians[74][75] - In the Holter patch market, competitors like iRhythm Technologies and BardyDx offer 1-channel, non-connected devices, while Biotricity's Biocore is a connected, 3-channel solution[81][82] - The company believes its competitive advantage lies in its superior technology (e.g., 3-channel, connected devices) and its disruptive insourcing business model, which creates financial and clinical benefits for providers[82][55] Government Regulation Biotricity's Class II medical devices are subject to extensive FDA and international regulations, requiring 510(k) clearance and ongoing compliance with quality and reporting standards - The company's products are classified as Class II medical devices and have received the necessary 510(k) clearances from the FDA for commercial distribution in the U.S.[96][104] - Post-market, the company must comply with numerous FDA regulations, including Quality System Regulation (QSR), Medical Device Reporting (MDR), and rules governing product modifications and advertising[94][101][102] - The company is also subject to foreign regulations and has implemented a quality management system compliant with ISO 13485:2013 to facilitate international market access[109][110] Risk Factors The company faces significant risks including limited operating history, ongoing net losses, going concern doubts, dependence on physician adoption, regulatory and reimbursement challenges, intense competition, and intellectual property issues - The company has a history of net losses, an accumulated deficit of $138.9 million as of March 31, 2025, and its auditors have expressed substantial doubt about its ability to continue as a going concern[122][176] - Business success is highly dependent on convincing physicians to use its solutions, which is influenced by factors like reimbursement adequacy, product reliability, and pricing[130][131] - The company is subject to extensive government regulation (FDA), and its revenue is vulnerable to changes in third-party reimbursement policies from Medicare and commercial payors[133][143][149] - The company relies on trade secrets and has limited patent protection, exposing it to risks of intellectual property litigation and competition from others developing similar technologies[182][204][205] Cybersecurity Biotricity integrates cybersecurity risk management into its overall processes, with the VP of Technology overseeing efforts, third-party consultants assisting, and board audit committee oversight - The company has integrated cybersecurity risk management into its overall risk processes, with oversight from the board's audit committee[216][222] - The Vice President of Technology is primarily responsible for managing cybersecurity risk, and the company engages third-party consultants to assist in designing, implementing, and monitoring safeguards[219][220] - To date, the company has not experienced any cybersecurity incidents that have materially impaired its operations or financial condition[221] Properties The company's principal executive office is a leased 8,300 square foot facility in Redwood City, California, deemed adequate for current operations - The company's main office is a leased space of approximately 8,300 sq. ft. at 203 Redwood Shores Parkway, Suite 600, Redwood City, California[225] Part II Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Biotricity's common stock trades on the OTCQB, with 26.57 million shares outstanding, and the company pays dividends only on Series A preferred shares while maintaining equity incentive plans - The company's common stock is traded on the OTCQB under the symbol "BTCY"[228] - As of July 15, 2025, there were 26,567,769 shares of common stock outstanding[7][229] - The company pays a 12% annual dividend on its Series A preferred shares but does not anticipate paying cash dividends on its common stock[231] Equity Compensation Plan Information as of March 31, 2025 | Plan Category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | (b) Weighted average exercise price of outstanding options, warrants and rights | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 3,953,442 | $ 3.0525 | 4,849,418 | | Warrants granted to Directors and Officers | 736,216 | $ 2.2943 | - | | Total | 4,689,658 | 5.3468 | 4,849,418 | Management's Discussion and Analysis of Financial Condition and Results of Operations Biotricity's FY2025 revenue grew to $13.8 million with improved gross margin and reduced operating losses, though liquidity remains critical with substantial doubt about its going concern ability Results of Operations In FY2025, revenue increased by 14.3% to $13.8 million, gross margin expanded to 76.6%, and operating loss significantly narrowed to $2.4 million due to reduced expenses Fiscal Year 2025 vs 2024 Operating Results | | 2025 ($) | 2024 ($) | Period Change ($) | | :--- | :--- | :--- | :--- | | Revenue | 13,790,294 | 12,063,345 | 1,726,949 | | Gross profit | 10,564,491 | 8,356,281 | 2,208,210 | | Gross Margin % | 76.6% | 69.3% | 7.3% | | Total operating expenses | 12,968,538 | 17,184,550 | (4,216,012) | | Loss from operations | (2,404,047) | (8,828,269) | 6,424,222 | | Net loss before dividends | (8,421,179) | (14,094,283) | 5,673,104 | | Net loss attributable to common stockholders | (11,246,320) | (14,928,960) | 3,682,640 | Q4 2025 vs Q4 2024 Operating Results | | Q4 2025 ($) | Q4 2024 ($) | Period Change ($) | | :--- | :--- | :--- | :--- | | Revenue | 3,702,597 | 3,178,311 | 524,286 | | Gross profit | 2,978,181 | 2,272,313 | 705,868 | | Gross Margin % | 80.4% | 71.5% | 8.9% | | Loss from operations | (810,547) | (3,044,336) | 2,233,789 | - The increase in gross margin to 76.6% was primarily due to a higher percentage of technology sales, which have a higher margin (79.8% in FY25 vs. 75% in FY24), and improved operational efficiency[262] - Selling, general and administrative expenses decreased by $3.8 million in FY25, attributed to increased monitoring of spending efficiency over sales commissions and fixed G&A costs[265] Liquidity and Capital Resources Biotricity faces critical liquidity challenges with $0.4 million cash and a $15.9 million working capital deficit, necessitating additional financing to address going concern doubts and fund operations - As of March 31, 2025, the company had only $365,145 in cash and a working capital deficit of $15.9 million, raising substantial doubt about its ability to continue as a going concern[176][279][282] Cash Flow Summary (Fiscal Years Ended March 31) | | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | (2,401,397) | (6,693,912) | | Net cash used in investing activities | — | — | | Net cash provided by financing activities | 1,929,253 | 6,741,685 | | Net (decrease) increase in cash | (472,144) | 47,773 | - The company will require additional funds to support its business plan, estimating a need for an additional $10 million to fund operations and sales expansion[156] - In November 2024, the company amended its term loan to receive an additional $635,000 in proceeds and capitalized approximately $1.5 million in interest, while also issuing 600,000 warrants to the lender[288] Critical Accounting Policies Biotricity's critical accounting policies involve significant estimates for revenue recognition (ASC 606), fair value of financial instruments, stock-based compensation, and a full valuation allowance against deferred tax assets due to historical losses - Revenue is recognized under ASC 606, with a distinction between technology fees and device sales. For FY2025, technology fees constituted the majority of revenue[300][301] Revenue Breakdown (Fiscal Year Ended March 31) | | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Technology fees | 12,591,036 | 11,249,113 | | Device sales | 1,199,258 | 814,232 | | Total | 13,790,294 | 12,063,345 | - The company uses significant estimates for the fair value of derivative liabilities associated with convertible debt and preferred stock, stock options, and warrants, which can materially impact financial results[307][310] - A full valuation allowance is recorded against deferred tax assets due to the company's history of losses, making it not more likely than not that these assets will be realized[317][663] Controls and Procedures Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal controls during the last quarter - Management concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report (March 31, 2025)[347][350] - There were no changes in internal controls over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, these controls[353] Part III Directors, Executive Officers and Corporate Governance The company's leadership includes CEO Waqaas Al-Siddiq and CFO John Ayanoglou, supported by a Board with three independent directors and established governance committees and policies - The executive team is led by Waqaas Al-Siddiq (President, CEO, Chairman) and John Ayanoglou (CFO)[359] - The Board has three independent directors (David Rosa, Ron McClurg, Jainal Bhuiyan) and has established Audit, Compensation, and Nominating committees[372][380] - The company has adopted a clawback policy allowing for the recovery of incentive-based compensation from executives in the event of a material accounting restatement[369] Executive Compensation In FY2025, CEO Waqaas Al-Siddiq's total compensation was $732,000, and CFO John Ayanoglou's was $738,023, both with employment agreements outlining salary, bonus, and severance terms Summary Compensation Table (Fiscal Years 2025 & 2024) | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Option/Warrant Awards(1) ($) | All Other Compensation ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Waqaas Al-Siddiq | 2025 | 480,000 | 240,000 | - | 12,000 | 732,000 | | Chief Executive Officer | 2024 | 480,000 | 240,000 | 522,153 | 12,000 | 1,254,153 | | John Ayanoglou | 2025 | 300,000 | 250,000 | 176,023 | 12,000 | 738,023 | | Chief Financial Officer | 2024 | 300,000 | 250,000 | - | 12,000 | 562,000 | - CEO Waqaas Al-Siddiq has an employment agreement with a base salary of $480,000 for FY2025 and eligibility for a bonus up to 50% of his salary[387] Security Ownership of Certain Beneficial Owners and Management As of July 14, 2025, CEO Waqaas Al-Siddiq beneficially owned 8.02% of common stock, while all directors and executive officers as a group owned 12.58% Beneficial Ownership as of July 14, 2025 | Name of Beneficial Owner | Shares Beneficially Owned | % of Shares Beneficially Owned | | :--- | :--- | :--- | | Waqaas Al-Siddiq (1) | 2,248,723 | 8.02% | | Sohaira Siddiqui | 1,916,910 | 6.84% | | Mohammad Siddiqui | 1,898,159 | 6.77% | | Rizwana Siddiqui | 1,790,434 | 6.39% | | Rizwan Rahman | 1,790,434 | 6.39% | | Mohamed Abdi | 1,790,434 | 6.39% | | All directors and executive officers as a group (5 persons) | 3,401,573 | 12.58% | Principal Accountant Fees and Services For FY2025, the company incurred $118,447 in total fees from its principal accountant, exclusively for audit services, a decrease from the prior fiscal year Accountant Fees (Fiscal Years Ended March 31) | Fee Category | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Audit Fees | 118,447 | 155,377 | | Audit-Related Fees | - | - | | Tax Fees | - | - | | All Other Fees | - | - | | Total Fees | 118,447 | 155,377 | Part IV Exhibits and Financial Statement Schedules This section details all exhibits filed with the Form 10-K, including corporate foundational documents, financing agreements, equity plans, employment contracts, and officer certifications - Filed exhibits include foundational corporate documents, details of equity and debt financing instruments, executive employment agreements, and required SEC certifications[404][405][407]