BioCorRx Inc. (OTCMKTS:BICX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
Entry into a Material Definitive Agreement.
Lucido Subscription and Royalty Agreement
On March 28, 2019, BioCorRx Inc., a Nevada corporation (the “Company”), entered into a Subscription and Royalty Agreement (the “Lucido Subscription and Royalty Agreement”) with Louis and Carolyn Lucido CRT LLC, managed by Mr. Louis Lucido, a member of the Company’s Board of Directors (the “Board”). Although the Lucido Subscription and Royalty Agreement was dated March 27, 2019, it did not become effective until it was fully executed on March 28, 2019. to the Lucido Subscription and Royalty Agreement: (i) Mr. Lucido purchased shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in the aggregate amount of $3,000,000 at a purchase price of $15.00 per share (the “Purchase Price”), for a total of 200,000 shares of Common Stock; and (ii) the Company shall pay Lucido (a) a total of $37.50 from the gross revenue derived from each of its weight loss treatments sold in the United States starting on the first (1st) day that the first unit of the treatment is sold (the “Initial Sales Date”) and ending on the third (3rd) anniversary of the Initial Sales Date; and (b) a total of $25.00 from the gross revenue derived from each of its weight loss treatments sold in the United States starting on the day following the third (3rd) anniversary of the Initial Sales Date and ending on the fifteenth (15th) anniversary of the Initial Sales Date (the “Royalty”). The Company will use no less than 65% of the proceeds of the aggregate Purchase Price of the Lucido Subscription and Royalty Agreement exclusively to develop, launch and expand the Company’s weight loss program (the “Business”) including sales and marketing activities directly related to the Business, and shall be free to use up to 35% of the aggregate Purchase Price of the Lucido Subscription and Royalty Agreement for general working capital and administration, and for further product development. With the prior written consent of Mr. Lucido, the Company may use more than 35% of the aggregate Purchase Price for general working capital and administration, and for further product development.
Galligan Subscription and Royalty Agreement
On April 1, 2019, the Company entered into a Subscription and Royalty Agreement (the “Galligan Subscription and Royalty Agreement” and, together with the Lucido Subscription and Royalty Agreement, the “Agreements”) with the J and R Galligan Revocable Trust, managed by Mr. Joseph Galligan. Although the Galligan Subscription and Royalty Agreement was dated March 27, 2019, it did not become effective until it was fully executed on April 1, 2019. The terms and conditions of the Galligan Subscription and Royalty Agreement (including the amount of shares of Common Stock purchased, the Purchase Price, and the terms of the Royalty) are substantially the same as the Lucido Subscription and Royalty Agreement except that the Company will have complete discretion as to the exact amount of the aggregate Purchase Price of the Galligan Subscription and Royalty Agreement to be allocated to the development and expansion of the Business.
The Company expects the aggregate Purchase Price owed to the Lucido Subscription and Royalty Agreement to be paid to the Company on April 3, 2019.
The aggregate Purchase Price owed to the Galligan Subscription and Royalty Agreement was paid to the Company on April 2, 2019.
The foregoing descriptions of the Agreements do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Lucido Subscription and Royalty Agreement and the Galligan Subscription and Royalty Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, incorporated herein by reference.
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Item 1.01. |
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 1.01.
The shares of Common Stock issued 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 us 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.
On April 2, 2019, the Company issued a press release announcing its entrance into the Agreements. A copy of the press release is attached as Exhibit 99.1 hereto.
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Item 1.01. |
Financial Statements and Exhibits. |
BioCorRx Inc. Exhibit
EX-10.1 2 bicx_ex101.htm SUBSCRIPTION AND ROYALTY AGREEMENT bicx_ex101.htmEXHIBIT 10.1 COVER SHEET WITH SUBSCRIPTION AND ROYALTY AGREEMENT INSTRUCTIONS Enclosed herewith are the documents necessary to subscribe for shares of common stock (the “Securities”) of BioCorRx Inc.,…
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About BioCorRx Inc. (OTCMKTS:BICX)
BioCorRx, Inc., formerly Fresh Start Private Management, Inc., is a holding company. The Company is an addiction healthcare solutions company operating in Santa Ana, California. The Company, through its subsidiary, Fresh Start Private, Inc., provides alcoholism and opioid treatment program. It offers a medication-assisted treatment program that combines non-addictive medication coupled with psycho-social counseling. It also distributes and licenses the BioCorRx Recovery Program for alcoholism and opioid addiction treatment. The BioCorRxO Recovery Program consists of over two parts, which include an implant, administered by a licensed physician, of a compounded formulation of the drug, Naltrexone (implanted under the skin) (the Implant), which reduces alcohol cravings over a period of time, and a structured, intensive one on one counseling program developed by it. It offers BioCorRx Recovery Program in over 10 locations, including California, Arizona, Atlanta, Illinois and others.