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): June 25, 2015

333-153381

(Commission File Number)

601 N. Parkcenter Drive, Suite 103

Santa Ana, California 92705

(Address of principal executive offices)

(714) 462-4880

(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):

Item 1.01 Entry into a Material Definitive Agreement.

Investment Agreement

On June 25, 2015 (the “Closing Date”), BioCorRx Inc. (the “Company”), entered into an investment agreement (the “Investment Agreement”), with Northbridge Funding Inc., a Delaware corporation (the “Investor”) whereby the Investor committed to invest $10,000,000 to purchase the Company’s common stock, par value $0.001 per share (the “Common Stock”), over the course of thirty-six (36) months. Subject to the terms and conditions set forth in the Investment Agreement, we may issue and sell to the Investor, and the Investor shall purchase from us, up to that number of shares having a purchase price of ten million dollars ($10,000,000).  Concurrently with entering into the Investment Agreement, the Company also entered into a registration rights agreement with Northbridge Funding (the “Registration Rights Agreement”), in which the Company agreed to file one or more registration statements, as permissible and necessary to register under the Securities Act of 1933, as amended (the “Securities Act”), registering the sale of the shares of the Company’s common stock that have been and may be issued to the Investor under the Investment Agreement.

The Investment Agreement provides that the Company may, in its sole discretion and subject to the terms of the Investment Agreement, from time to time during the Open Period (defined below), deliver a notice (the “Drawdown Notice”) to the Investor which states the dollar amount of shares of Common Stock that the Company intends to sell to the Investor on a date specified in the Drawdown Notice (the “Drawdown”). The amount of each Drawdown (the “Drawdown Amount”) shall have a maximum amount of two hundred percent (200%) of average daily trading volume of the Common Stock during the Pricing Period (as defined below) so long as such amount does not exceed 4.99% of the outstanding shares of the Company. The purchase price per share to be paid by the Investor for each Drawdown Amount will be calculated at a twenty percent (20%) discount to the weighted average price of the three lowest closing prices traded of the Common Stock for twelve consecutive trading days immediately preceding the Drawdown Notice (the “Pricing Period”). The Open Period begins on the Closing Date and ends thirty-six (36) months after such date, unless earlier terminated in accordance with the Investment Agreement (the “Open Period”).

In consideration for entering into the Investment Agreement, concurrently with the execution of the Investment Agreement, the Company issued to the Investor 200,000 shares of the Company’s common stock (the “Commitment Shares”).

The foregoing description of the Investment Agreement and the Registration Rights Agreement are qualified in its entirety by reference to the provisions of the Investment Agreement and Registration Rights Agreement filed as exhibits 10.1 and 10.2 to this Current Report on the Form 8-K (this “Report”), which is incorporated by reference.

Item 3.02 Unregistered Sale of Equity Securities

Reference is made to the disclosure set forth under Items 1.01 of this Report, which disclosure is incorporated herein by reference.

The sale and the issuance of the shares of Common Stock were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished herewith: (d) Exhibits

SIGNATURE

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.

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