NOTE 15 - STOCK OPTIONS AND WARRANTS

Options

On November 13, 2014, our Board of Directors authorized and approved the adoption of the Plan effective November 13, 2014 (2014 Stock Option Plan) under which an aggregate of 20% 290,879 shares) of the issued and outstanding shares may be issued. The plan shall terminate ten years after the plan’s adoption by the board of directors. We granted an aggregate 145,000 stock options. As of December 31, 2025, an aggregate total of 145,879 can still be granted under the plan.

On June 15, 2016, our board of Directors authorized and approved the adoption of the Equity Incentive Plan effective June 15, 2016 (2016 Equity Incentive Plan) under which an aggregate of 656,250 shares may be issued. The plan shall terminate ten years after the plan’s adoption by the board of directors. We granted an aggregate of 630,350 stock options. As December 31, 2025, an aggregate total of 25,900 options can still be granted under the plan.

On May 15, 2018, the Board of Directors approved and adopted the BioCorRx Inc. 2018 Equity Incentive Plan (2018 Stock Option Plan) under which an aggregate of 450,000 shares may be issued. The plan shall terminate ten years after the plan’s adoption by the board of directors. The Company has granted an aggregate of 380,008 stock options. As of December 31, 2025, an aggregate total of 69,992 options can still be granted under the plan.

On April 22, 2022, the Board of Directors approved and adopted the BioCorRx Inc. 2022 Equity Incentive Plan (2022 Stock Option Plan) under which an aggregate of 695,000 shares may be issued. The plan shall terminate ten years after the plan’s adoption by the board of directors. The Company has granted an aggregate of 535,330 stock options. As of December 31, 2025, an aggregate total of 159,670 options can still be granted under the plan.

During the year ended December 31, 2025, the Company approved the grant of 349,055 stock options valued at $112,009. The term of the options was five years, and the options vested immediately.

Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from using the Company’s historical stock prices. The Company accounts for the expected life of options based on the contractual life of options for non-employees. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla” options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options.

In applying the Black-Scholes option pricing model, the Company used the following assumptions in 2025 and 2024: 

The following table summarizes the stock option activity for the year ended December 31, 2025 and 2024:

The aggregate intrinsic value in the preceding tables represents the total pretax intrinsic value, based on options with an exercise price less than the Company’s stock price of $0.29 as of December 31, 2025, which would have been received by the option holders had those option holders exercised their options as of that date..

The following table presents information related to stock options at December 31, 2025:

The stock-based compensation expense related to option grants were $112,009 and $229,599 during the year ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, no stock-based compensation related to options remains unamortized. 

Warrants

On March 14, 2024, the Company issued one promissory note to a third party and issued warrants that entitle the holder to purchase an aggregate of 200,000 common stock in connection with the issuance of the promissory notes. The exercise price was $2.00. The expiration date was 4 years from the date of issuance. The fair value of the warrant was $83,552. On July 11, 2024, the Company entered into an amendment agreement to such promissory note. In accordance with the amendment, the exercise price of the warrants issued in connection with the original promissory note was amended from $2.00 per share to $1.50 per share unless the Company does not make a note payment in September 2024, in which case the exercise price shall be $1.00 per share. On October 14, 2024, the Company entered into a second amendment agreement to such promissory note. In accordance with the amendment, the exercise price of the warrants issued in connection with the original promissory note was amended from $1.50 per share to $1.00 per share unless the Company does not make a note payment on or before December 31, 2024, in which case the exercise price shall be $0.60 per share. On February 13, 2025, the third party elected to exercise their warrants on a cashless basis. 117,241 shares of common stock at $0.41 per share were issued to the third party on February 13, 2025.

On December 8, 2023, the Company issued an unsecured promissory note payable to a third party and issued warrants that entitle the holder to purchase an aggregate of 200,000 common stock in connection with the issuance of the promissory notes. On August 23, 2024, the Company entered into an amendment agreement to such promissory note. In accordance with the second amendment, the exercise price of the warrants issued in connection with the original promissory note was amended from $2.00 per share to $1.50 per share unless the Company does not make a note payment on October 31, 2024, in which case the exercise price shall be $1.00 per share. On November 29, 2024, the Company entered into a third amendment agreement to such promissory note. In accordance with the amendment, the exercise price of the warrants issued in connection with the original promissory note was amended from $1.50 per share to $1.00 per share unless the Company does not make a note payment on or before January 31, 2025, in which case the exercise price shall be $0.60 per share.

On November 10, 2023, the Company issued an unsecured promissory note payable to a third party and issued warrants that entitle the holder to purchase an aggregate of 200,000 common stock in connection with the issuance of the promissory notes. On July 11, 2024, the Company entered into an amendment agreement to such promissory note. In accordance with the second amendment, the exercise price of the warrants issued in connection with the original promissory note was amended from $2.00 per share to $1.50 per share unless the Company does not make a note payment on September 30, 2024, in which case the exercise price shall be $1.00 per share. On October 14, 2024, the Company entered into a third amendment agreement to such promissory note. In accordance with the amendment, the exercise price of the warrants issued in connection with the original promissory note was amended from $1.50 per share to $1.00 per share unless the Company does not make a note payment on or before December 31, 2024, in which case the exercise price shall be $0.60 per share. On February 13, 2025, the third party elected to exercise their warrants on a cashless basis. 117,241 shares of common stock at $0.41 per share were issued to the third party on February 13, 2025.

On March 4, 2025, as part of the consideration paid to the Seller for the purchase of the assets, the Company issued a warrant to the Seller for the purchase of 500,000 shares of common stock. The warrant is exercisable for two years and has an exercise price of $1.00 per share.

On July 29, 2025, the Company entered into a Securities Purchase Agreement (“2025 Q3 SPA”) with several accredited investors for the sale of 2,000,000 shares of its common stock, par value $0.001 per share, and the issuance of accompanying warrants to purchase up to 2,000,000 shares of common stock. Each warrant entitles the holder to purchase one share of common stock at an exercise price of $0.35 per share and expires five years from the date of issuance.

Pursuant to the 2025 Q3 SPA, the investors have the right to purchase their pro rata share of new securities being offered or sold by the Company for a period of four years after the date of the 2025 Q3 SPA. Accordingly, on November 20, 2025, the Company entered into a Securities Purchase Agreement (“2025 Q4 SPA”) with such investors for the sale of 460,315 shares of its common stock, par value $0.001 per share, and the issuance of accompanying warrants to purchase up to 79,135 shares of common stock. Each warrant entitles the holder to purchase one share of common stock at an exercise price of $0.35 per share and expires five years from the date of issuance.

On October 21, 2025, the Company entered into a Subscription Agreement (the “2025 Q4 Subscription Agreement”) with certain investors for the sale of 2,908,573 shares of its common stock, par value $0.001 per share, and the issuance of accompanying warrants to purchase up to 500,000 shares of common stock.  Each warrant entitles the holder to purchase one share of common stock at an exercise price of $0.35 per share and expires five years from the date of issuance.

On October 21, 2025, the Company entered into an Exchange Agreement (the “2025 Q4 Exchange Agreement”) with the holder of one promissory note, pursuant to which the  holder agreed to exchange of the promissory note then outstanding of $177,000 and interest payable of $5,819 into the Company’s 522,341 shares of common stock at a price of $0.35 per share based on the underlying market value of the common stock at the date of issuance. Simultaneously, the Company issued a warrant that entitles the holder to purchase 522,341 common stock at an exercise price of $0.35, expiring 5 years from the date of issuance in connection with the sale of common stock.

On November 14, 2025, BioCorRx Pharmaceuticals, Inc. entered into a Sales Representative Agreement with Alpha Eagle Technology Corp (“Alpha”). BioCorRx Pharmaceuticals, Inc. desired to hire Alpha to market the Branded Product for sale; Branded Product means the pharmaceutical product Branded LUCEMYRA® (lofexidine hydrochloride) tablets approved pursuant to New Drug Application No. 209229. BioCorRx Pharmaceuticals, Inc. and Alpha desire to enter into an arrangement whereby BioCorRx Pharmaceuticals, Inc. and Alpha would share the profits realized from the sale of the Branded Products due to the efforts of Alpha according to the terms and conditions herein. As additional consideration and compensation for Alpha’s services under the agreement, the Company issued to Alpha one warrant to purchase up to 500,000 shares of common stock. The warrant entitles the holder to purchase one share of common stock at an exercise price of $0.35 per share and expires five years from the date of issuance.

In applying the Black-Scholes option pricing model, the Company used the following assumptions in 2025 and 2024:

The following table summarizes the changes in warrants outstanding and the related prices for the shares of the Company’s common stock:

The following table summarizes the warrant activity for the year ended December 31, 2025 and 2024: