UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event Reported): February 23, 2021

 

BioCorRx Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-54208

 

90-0967447

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

2390 East Orangewood Avenue, Suite 500

Anaheim, California 92806

(Address of principal executive offices) (Zip Code)

 

(714) 462-4880

(Registrant’s telephone number, including area code)

 

___________________________________________

(Former name or former address, if changed since last report.)

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

N/A

 

N/A

 

N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

   

Item 1.01 Entry into a Material Definitive Agreement.

 

Lucido Subscription Agreement

 

On February 23, 2021, BioCorRx Inc., a Nevada corporation (the “Company”), entered into a Subscription Agreement (the “Lucido Subscription Agreement”) with Louis C Lucido and Carolyn M. Lucido, or their Successors, as Trustee of the Lucido Family Trust, Dated May 23, 2017, managed by Mr. Louis Lucido, a member of the Company’s Board of Directors (the “Board”). Although the Lucido Subscription Agreement was dated February 16, 2021, it did not become effective until it was fully executed on February 23, 2021. Pursuant to the Lucido Subscription Agreement, Mr. Lucido purchased shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in the aggregate amount of $1,125,000 at a purchase price of $2.00 per share (the “Purchase Price”), for a total of 562,500 shares of Common Stock.

 

The aggregate Purchase Price owed pursuant to the Lucido Subscription Agreement was paid in cash to the Company on February 26, 2021.

 

Galligan Subscription Agreement

 

On February 23, 2021, the Company entered into a Subscription Agreement (the “Galligan Subscription Agreement” and, together with the Lucido Subscription Agreement, the “Agreements”) with The J and R Galligan Revocable Trust, managed by Mr. Joseph Galligan, a member of the Company’s Board. Although the Galligan Subscription Agreement was dated February 16, 2021, it did not become effective until it was fully executed on February 23, 2021. The terms and conditions of the Galligan Subscription Agreement (including the number of shares of Common Stock purchased and the Purchase Price) are substantially the same as the Lucido Subscription Agreement.

 

The aggregate Purchase Price owed pursuant to the Galligan Subscription Agreement was paid in cash to the Company on February 25, 2021.

 

The foregoing description of the Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of the Agreements a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by reference.

 

Item 3.02 Unregistered Sales 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 Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and are “restricted securities” as that term is defined by Rule 144 promulgated under the Securities Act.

 

The issuance of the shares of Common Stock set forth herein was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company’s reliance upon Section 4(a)(2) of the Securities Act in issuing the shares of Common Stock was based upon the following factors: (a) the issuance of the shares of Common Stock was an isolated private transaction by the Company which did not involve a public offering; (b) there were only two recipients; (c) there were no subsequent or contemporaneous public offerings of the shares of Common Stock by the Company; (d) the shares of Common Stock were not broken down into smaller denominations; (e) the negotiations for the issuance of the shares of Common Stock took place directly between each individual and the Company; and (f) the recipients of the shares of Common Stock are accredited investors.

 

 

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Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following documents are filed as exhibits to this current report on Form 8-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the Commission filing that included such document.

 

Exhibit No.

 

Description

10.1

 

Form of Subscription Agreement by and between BioCorRx Inc. and each of the Lucido and Galligan Trusts entered into on February 23, 2021

  

 

3

 

 

SIGNATURES

 

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.

 

 

BioCorRx Inc.

 

 

 

Date: February 26, 2021

By:

/s/ Lourdes Felix

 

 

Lourdes Felix

 

 

 

Chief Executive Officer

 

 

 

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