BioCorRx Inc. (OTCMKTS:BICX) Files An 8-K Entry into a Material Definitive AgreementItem 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”), 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 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
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Exhibit 10.1 |
Form of Subscription Agreement |
BioCorRx Inc. ExhibitEX-10.1 2 bicx_ex101.htm FORM OF SUBSCRIPTION AGREEMENT bicx_ex101.htmEXHIBIT 10.1 COVER SHEET WITH SUBSCRIPTION INSTRUCTIONS Enclosed herewith are the documents necessary to subscribe for shares of common stock (the “Securities”) of BioCorRx Inc.,…To view the full exhibit click here
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.