Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Biotricity Inc., a Nevada corporation (the
“Company”), entered into an Executive Employment Agreement (the “Employment Agreement”) with Waqaas Al-Siddiq,
dated as of April 10, 2020. Pursuant to the Employment Agreement, Mr. Al-Siddiq (“Executive”) will continue to
serve as the Corporation’s Chief Executive Officer.
The
term of the Employment Agreement is for 12 months unless it is earlier terminated pursuant to its terms and it shall be automatically
renewed for successive one year periods until the Executive or the Company delivers to the other party a written notice of their
intent not to renew the employment term at least 30 days prior to the expiration of the then effective employment term. During
the term of the Employment Agreement, Executive salary shall be $390,000 subject to any increase approved by the Company’s
board. Under the Employment Agreement, the Executive is eligible to earn a cash and/or equity bonus of up to 50% of his then annual
salary. In the event that the Executive is terminated without just cause or terminates for good reason (as these terms are defined
in the Employment Agreement), the Executive will be entitled to a severance payment equal to 12 months of salary paid on a monthly
basis and accrued but unused vacation.
The
Executive continues to serve as the Company’s President.
The
description of the material terms of the Employment Agreement are not intended to be complete and are qualified in their entirety
by reference to Exhibit 10.1, to this Current Report on Form 8-K and incorporated herein by reference.
On April 7, 2020 the Company’s board
of directors approved the granting of options to purchase 1,400,000 shares of the Company’s common stock to Waqaas Al-Siddiq,
the Company’s Chief Executive Officer and president. The exercise price of the options is $1.06 per share, subject
to adjustment as provided in the Plan or the option agreement to be entered into with Mr. Al-Siddiq terminate five years
from the grant date and vest quarterly over four years.
On
April 7, 2020 the Company’s board of directors approved the granting of options to purchase 367,647 shares of the Company’s
common stock to David Rosa, one of the members of the Company’s board of directors. The options are fully vested upon issuance
and have an exercise price per share of $0.98 per share subject to adjustment as provided in the Plan or the option agreement
to be entered into with Mr. Rosa and terminate ten year from the date of grant.
On
April 7, 2020, the Company’s board of directors approved the granting of 125,000 shares of the Company’s common
stock to Patricia Kennedy and 125,000 shares of the Company’s common stock to Norman Betts.
The
options granted to Mr. Al-Siddiq, Mr. Rosa and the shares of common stock granted to Patricia Kennedy and Norman Betts
were offered pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of
1933, as amended (the “Act”) since, among other things, the transactions did not involve a public offering. The shares
and options may not be resold except as permitted under the Act.
On
April 7, 2020 the board of the Company, approved amendments to the terms of certain option agreements in order to conform to
the rules, regulations and intent of the Company’s 2016 Equity Incentive Plan (the “Plan”). In addition to
the officers, non-executive officer employees and consultants the Extension applies to the Company’s non-employee
directors. In addition on April 7, 2020, the Board approved the automatic vesting on a Change in Control (as defined in the
Plan) of options granted to certain non-executive employees and consultants and the Company’s Chief Executive Officer
and president, Waqaas Al-Siddiq.
The
Company will enter into appropriate agreements with the participants whose option grants were changed by the extension of the
term of the option and the automatic vesting upon the occurrence of a change in control.
