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”), pursuant to which the Investors purchased shares of the Company’s 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 copy of which is filed 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”). Pursuant 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 Company’s total authorized common stock. The other terms of the new note will be identical to the Note. Pursuant to the First Amendment, the parties agreed that BICX Holding does not have the right to appoint a consultant or, if the Company’s 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.