BioCorRx Inc. (OTCMKTS:BICX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Subscription Agreements
Starting on February 13, 2017 and through and including March 6,
2017, BioCorRx Inc., a Nevada corporation (the Company), entered
into subscription agreements (the Subscription Agreements) with
nine investors (the Investors), to which the Investors purchased
shares of the Companys common stock, par value $0.001 per share
(the Common Stock). Seven of the Investors purchased a total of
27 million shares at a purchase price of $0.02 per share for a
total of $540,000 invested. Two of the Investors purchased a
total of 16,666,667 million shares at a purchase price of $0.024
per share for a total of $400,000 invested. In total, the Company
issued 43,666,667 shares in exchange for $940,000.
The foregoing description of the Subscription Agreements does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of the form of Subscription Agreement,
a copyof which isfiled hereto as Exhibit 10.1 and incorporated
herein by reference.
Amendment to Convertible Note Purchase Agreement Entered into
with BICX Holding Company LLC
As previously disclosed, on June 14, 2016, the Company sold to
BICX Holding Company LLC (BICX Holding) an 8% Senior Secured
Convertible Promissory Note (the Note) in the principal amount of
$2,500,000. BICX Holding is an entity controlled by Alpine Creek
Capital Partners.
BICX Holding had the right, until December 10, 2016, to purchase
another convertible note from the Company in a principal amount
of up to $2,500,000 for a total aggregate purchase price of
$5,000,000 (the Maximum Purchase Price). The Company and BICX
Holding agreed to extend this deadline and, on March 3, 2017, the
parties entered into a First Amendment to the Note (the First
Amendment). to the First Amendment, BIXC Holding invested another
$1,660,000 for a total aggregate purchase price of $4,160,000.
Based on the amount invested, BICX Holding will return the Note
and the Company will issue BICX Holding a new note for $4,160,000
convertible into 42.43% of the Companys total authorized common
stock. The other terms of the new note will be identical to the
Note. to the First Amendment, the parties agreed that BICX
Holding does not have the right to appoint a consultant or, if
the Companys common stock is listed on a national securities
exchange, an independent member of the Board. In addition, the
Company is not entitled to a break-up fee.
The new note is a long-term debt obligation that is material to
the Company. The new note contains certain events of default and,
in the event of default, BICX Holding may, at its option,
consider the new note immediately due and payable.
The foregoing description of the First Amendment is qualified in
its entirety by reference to the provisions of the First
Amendment which is filed hereto as Exhibit 10.2 and which is
incorporated herein by reference.
Item 2.03 Creation of Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information provided in Item 1.01 of this Report is
incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity
Securities.
The information provided in Item 1.01 of this Report is
incorporated herein by reference.
The issuance of the new note and the issuance of 43,666,667
shares of common stock was made in reliance upon the exemption
from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended (the Securities Act) and Rule 506 of
Regulation D promulgated thereunder. The Investors and BIXC
Holding each represented to the Company that they are accredited
investors as defined in Rule 501(a) under the Securities Act and
that the new note and the shares of common stock were being
acquired for investment purposes.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number |
Description |
|
10.1 |
First Amendment to Senior Secured Convertible Note Purchase |
|
10.2 |
Form of Subscription Agreement entered into between the |
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. BioCorRx Inc. (OTCMKTS:BICX) Recent Trading Information
BioCorRx Inc. (OTCMKTS:BICX) closed its last trading session down -0.002 at 0.112 with 117,240 shares trading hands.