Item 1.01 Entry into a Material Definitive Agreement.
Galligan Subscription Agreement
On
Although the Galligan Subscription Agreement was dated and signed on
Pursuant to the Galligan Subscription Agreement,
Lucido Subscription Agreement
On
Although the Lucido Subscription Agreement was dated and signed on
Pursuant to the Lucido Subscription Agreement,
The foregoing description of the Agreements and the Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of the Agreements and the Warrants, copies of which are attached hereto as Exhibit 10.1 and Exhibit 4.1, respectively, and incorporated herein by reference.
Lucido Debt Exchange Agreement
On
The foregoing description of the Exchange Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full test of the form of Exchange agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
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Item 3.02 Unregistered Sales of
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 pursuant to the Agreements and Exchange Agreement and issuable pursuant to 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 of Common Stock 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 shares of Common Stock was based upon the following factors: (a) the issuance of the shares of Common Stock was an isolated private transaction by the Company which did not involve a public offering; (b) there were only two recipients; (c) there were no subsequent or contemporaneous public offerings of the shares of Common Stock by the Company; (d) the shares of Common Stock were not broken down into smaller denominations; (e) the negotiations for the issuance of the shares of Common Stock took place directly between each individual and the Company; and (f) the recipients of the shares of Common Stock are accredited investors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following documents are filed as exhibits to this current report on Form 8-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the Commission filing that included such document.
Exhibit No. Description 4.1 Form of Warrant 10.1 Form of Subscription Agreement by and betweenBioCorRx Inc. and each of the Lucido and Galligan Trusts initially effectiveMarch 30, 2023 10.2 Form of Exchange Agreement 104 Cover Page Interactive Data File (formatted as inline XBRL). 3
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