BioCorRx Inc. (OTCMKTS:BICX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.
Subscription Agreement
On March 1, 2019, BioCorRx Inc., a Nevada corporation (the “Company”), entered into a Subscription Agreement dated February 22, 2019, (the “Subscription Agreement”) with an individual (the “Investor”), to which: (i) the Investor purchased shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in the aggregate amount of $100,000 at a purchase price of $4.50 per share (the “Purchase Price”), for a total of 22,222 shares of Common Stock; and (ii) the Company shall deliver 1,000 duly and validly issued, fully paid and non-assessable inducement shares to the Investor (the “Inducement Shares”), containing an appropriate restrictive legend.
The Purchase Price was paid in cash by the Investor to the Company on March 4, 2019.
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 1.01Unregistered 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 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 Securities 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 Securities was based upon the following factors: (a) the issuance of the Securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the Securities by the Company; (d) the Securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the Securities took place directly between the individual and the Company; and (f) the recipient of the Securities is an accredited investor.
Item 1.01.Financial Statements and Exhibits.
|
ExhibitNo. |
Description |
|
10.1 |
Subscription Agreement dated February 22, 2019 |
BioCorRx Inc. Exhibit
EX-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 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.