Attached files

file filename
EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - BioCorRx Inc.bicx_ex101.htm

 

 

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): January 17, 2018

 

BioCorRx Inc.

(Exact name of registrant as specified in its charter)

 

000-54209

(Commission File Number)

 

Nevada

 

90-0967447

(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)

 

(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):

 

¨

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.

 

Between January 17, 2018 and January 19, 2018, BioCorRx Inc., a Nevada corporation (the “Company”), entered into subscription agreements (the “Subscription Agreement”) with two individuals, (the “Investors”), pursuant to which the Investors purchased shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in the aggregate amount of $150,000 at a purchase price of $0.12 per share, for a total of 1,250,000 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 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 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 any public offering. The Company’s reliance upon Section 4(a)(2) of the Securities Act in issuing the shares was based upon the following factors: (a) the issuance of the shares was an isolated private transaction by us which did not involve a public offering; (b) there were only two investors; (c) there were no subsequent or contemporaneous public offerings of the shares by the Company; (d) the shares were not broken down into smaller denominations; (e) the negotiations for the issuance of the shares took place directly between the individual Investors and the Company; and (f) each Investor is an accredited investor.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit 10.1

Form of Subscription Agreement

 

 
2
 
 

 

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.

 

 

BIOCORRX INC.

 

Date: January 23, 2018

By:

/s/ Lourdes Felix

 

Lourdes Felix

 

Chief Financial Officer

 

 

3