BioCorRx Inc. (OTCMKTS:BICX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Between April 24, 2018 and May 16, 2018, BioCorRx Inc., a Nevada corporation (the “Company”), entered into subscription agreements (the “Subscription Agreement”) with five individuals, (the “Investors”) in the aggregate amount of $1,100,000, to which the Investors purchased units of the Company’s securities (the “Units”) at a purchase price per Unit of $0.20. Each Unit consists of (i) one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and (ii) a three-year warrant to purchase shares of the Company’s Common Stock at an exercise price of $1.00 per share (the “Warrants”).
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 and shares of Common Stock underlying the Warrants 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 five 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 |
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Exhibit 10.2 |
Form of Warrant |
BioCorRx Inc. ExhibitEX-10.1 2 bicx_ex101.htm SUBSCRIPTION AGREEMENT bicx_ex101.htmEXHIBIT 10.1 COVER SHEET WITH SUBSCRIPTION INSTRUCTIONS Enclosed herewith are the documents necessary to subscribe for units of 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.