SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): December 22, 2016
(Exact name of registrant as specified in its charter)
(Commission File Number)
(State or other jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)
2390 East Orangewood Avenue, Suite 575
Anaheim, California 92806
(Address of principal executive offices)
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement.
On December 22, 2016, BioCorRx Inc., a Nevada corporation (the “Company”), entered into a subscription agreement (the “Subscription Agreement”) with David de Csepel (the “Investor”), pursuant to which the Investor purchased shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in the aggregate amount of $100,000 at an purchase price of $0.02 per share, for a total of 5,000,000 shares of Common Stock.
The foregoing description of the Subscription Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Subscription Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 3.02 Unregistered Sale of Equity Securities.
The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
The shares of Common Stock issued pursuant to the Subscription Agreement have not been registered under the Securities Act and are “restricted securities” as that term is defined by Rule 144 promulgated under the Securities Act.
The Company issued the shares of Common Stock to the Investor in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Investor represented to the Company that he was an “accredited investor” as defined in Rule 501(a) under the Securities Act and that the Investor’s shares of Common Stock were being acquired for investment purposes.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 5, 2017
/s/ Lourdes Felix
Chief Financial Officer