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): May 6, 2022

2390 East Orangewood Avenue, Suite 500

Anaheim, CA 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):

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

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.

On May 5, 2022, BioCorRx Inc., a Nevada corporation (the “Company”), entered into a Subscription Agreement (the “Subscription Agreement”) with an accredited investor (the “Purchaser”). Although the Subscription Agreement was signed on May 5, 2022, it did not become effective until the aggregate purchase price owed pursuant to the Subscription Agreement was paid in cash to the Company on May 6, 2022.

Pursuant to the Purchase Agreement, the Company issued and sold to the Purchaser (i) 110,619 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $2.26 per share and (ii) a warrant to purchase up to 165,929 shares of Common Stock (the “Warrant”). The Warrant has a term of three (3) years and exercise price of $6.00 per share. The aggregate consideration paid to the Company under the Subscription Agreement was $250,000.

The foregoing description of the Subscription Agreement and Warrant does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of the Subscription Agreement and Warrant, copies of which are attached hereto as Exhibit 10.1 and Exhibit 4.1, respectively, and incorporated herein by reference.

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.

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.