8-K - BICX - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): July 29, 2025

BioCorRx Inc.
(Exact name of registrant as specified in its charter)
Nevada	000-54208	90-0967447
---	---	---
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(IRS Employer<br><br>Identification No.)

2390 East Orangewood Avenue, Suite 570

Anaheim, CA 92806

(Address of principal executive offices) (Zip Code)

(714) 462-4880

(Registrant’s telephone number, including area code)

________________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br>Symbol(s)	Name of each exchange<br><br>on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On July 29, 2025, BioCorRx Inc., a Nevada corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with accredited investors (the “Purchasers”), whereby the Purchasers purchased from the Company (the “Transaction”), for an aggregate purchase price of $350,000: (i) common stock purchase warrant to purchase up to an aggregate of 1,000,000 shares (the “Warrant”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) an aggregate of 1,000,000 shares of Common Stock (the “Shares”, and collectively with the Warrant, the “Securities”).

The Purchase Agreement contains representations and warranties of the Company and the Purchasers which are typical for transactions of this type. In addition, the Purchase Agreement also provides the Purchasers piggyback registration rights for the Shares and the shares of Common Stock underlying the Warrant upon the exercise of the Warrant (the “Warrant Shares”), subject to certain limitations.

The Warrant was issued on July 29, 2025 and is exercisable for five (5) years from the date of issuance at an exercise price of $0.35 per share.

The Transaction has not closed as of the date of this Current Report on Form 8-K.

The foregoing description of the Purchase Agreement and the Warrant does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of the Purchase Agreement and the Warrant, copies of which are attached hereto as Exhibit 10.1 and Exhibit 4.1, respectively, and incorporated herein by reference.

Item 3.02 Unregistered 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 3.02.

The Shares and the Warrant and the issuance of the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and are or will be, as the case may be, “restricted securities” as that term is defined by Rule 144 promulgated under the Securities Act.

The issuance of the Shares and the Warrant and the issuance of the shares of Common Stock underlying the Warrant upon the exercise of the Warrant (collectively, the “Securities”) was made or will be made, as the case may be, in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (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 the Company which did not involve a public offering; (b) there was no general solicitation; (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 Purchasers and the Company; and (f) the Purchasers are accredited investors.

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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 Securities and Exchange Commission (the “SEC”) filing that included such document.

Exhibit No.	Description
4.1	Form of Warrant
10.1*	Form of Securities Purchase Agreement, dated July 29, 2025
104	Cover Page Interactive Data File (formatted as inline XBRL).

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of such schedules and exhibits, or any sections thereof, to the SEC or its staff upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	BioCorRx Inc.
Date: August 1, 2025	By:	/s/ Lourdes Felix
		Lourdes Felix
		Chief Executive Officer
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bicx_ex41.htm

EXHIBIT 4.1

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

BIOCORRX INC.

WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK

No.	Shares

Initial Exercise Date: July 29, 2025

This WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK (the “Warrant”) is made as of July 29, 2025 WHEREAS BioCorRx Inc., a Nevada corporation (the “Company”), with its principal office at 2390 E Orangewood Avenue, Suite 570, Anaheim, California 92806, and (collectively, the “Holder”).

WHEREAS, the Company and the Holder entered into that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of July 29, 2025.

WHEREAS, in connection with the Purchase Agreement, on July 29, 2025, the Company issued to the Holder this Warrant.

WHEREAS, this appropriately and fully states the intent and understanding of all parties and shall serve to clarify issues which have become known to the parties since the execution of the Warrant on July 29, 2025. It is acknowledged and agreed by all parties that terms stated herein shall fully supersede any and all prior agreements and/or understandings between parties whether written or oral.

WHEREAS, the Company shall issue a Warrant in favor of the Holder pursuant to which the Holder is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, to purchase up to shares (the “Warrant Shares”) of Common Stock; and

NOW, THEREFORE, FOR VALUE RECEIVED, the Company hereby certifies that the Holder, or its assigns (hereinafter referred to, collectively, as the “Holder” as the context requires), is entitled, subject to the provisions of this Warrant, to purchase from the Company, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (Pacific Time) on July 29, 2030 (the “Expiration Date”), the number of fully paid and nonassessable Warrant Shares of the Company set forth above, subject to adjustment as hereinafter provided.

Holder may purchase such number of Warrant Shares at a purchase price per share of Thirty-Five Cents ($0.35) (the “Exercise Price”). The term “Common Stock” shall mean the aforementioned Common Stock of the Company, par value $0.001 per share, together with any other equity securities that may be issued by the Company in addition thereto or in substitution therefor as provided herein.

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Section 1. Exercise of Warrant.

(a) **** This Warrant may be exercised in whole or in part on any business day, commencing on the Initial Exercise Date, and ending prior to the Expiration Date (collectively, the “Exercise Period”), by presentation and surrender hereof to the Company at its principal office at the address set forth in the initial paragraph hereof (or at such other address as the Company may hereafter notify Holder in writing) with the Purchase Form annexed hereto duly executed and accompanied by proper payment of the Exercise Price in lawful money of the United States of America in the form of cash, by wire transfer or by check, subject to collection, for the number of Warrant Shares specified in the Purchase Form. Notwithstanding the foregoing, Holder may pay the aggregate Exercise Price, or any portion thereof, by instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of this Warrant with an aggregate Fair Market Value, or such portion thereof, as of the date Holder delivers a Purchase Form to the Company equal to such aggregate Exercise Price. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of Holder thereof to purchase the balance of the Warrant Shares purchasable hereunder. Upon receipt by the Company of this Warrant and such Purchase Form, together with proper payment of the Exercise Price, at such office, Holder shall be deemed to be the holder of record of the Warrant Shares, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be actually delivered to Holder. The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of the Warrant Shares. The “Fair Market Value” of a share of Common Stock for purposes of this Section is the last reported sales price of the Common Stock as reported by the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB, OTCID, or OTC Pink Limited Market, or any organization performing a similar function, or the primary national securities exchange on which the Common Stock is then quoted, on the last trading day prior to the exercise date; provided, however, that if the Common Stock is neither traded on a national securities exchange, the price referred to above shall be the price reflected in the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB, OTCID, or OTC Pink Limited Market, or any organization performing a similar function.

Section 2. Reservation of Shares. The Company hereby agrees that at all times there shall be reserved for issuance and delivery upon exercise of this Warrant all shares of its Common Stock or other shares of capital stock of the Company from time to time issuable upon exercise of this Warrant; provided, however, that if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exercise of all of the outstanding Warrants, the Company shall use commercially reasonable efforts to take such corporate action as necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose, including without limitation engaging in commercially reasonable efforts to obtain the requisite shareholder approval. All such shares shall be duly authorized and, when issued upon such exercise in accordance with the terms of this Warrant, shall be validly issued, fully paid and nonassessable, free and clear of all liens, security interests, charges and other encumbrances or restrictions on sale (other than as provided in the Company’s articles of incorporation and any restrictions on sale set forth herein or pursuant to applicable federal and state securities laws) and free and clear of all preemptive rights.

Section 3. Fractional Interest. The Company will not issue a fractional share of Common Stock upon exercise of a Warrant. Instead, the Company will deliver its check for the current market value of the fractional share. The current market value of a fraction of a share is determined as follows: multiply the Fair Market Value of a full share by the fraction of a share and round the result to the nearest cent.

Section 4. Assignment of Loss of Warrant.

(a) Except as provided in Section 9, Holder shall be entitled, without obtaining the consent of the Company, to assign its interest in this Warrant in whole or in part to any person or persons. Subject to the provisions of Section 9, upon surrender of this Warrant to the Company or at the office of its stock transfer agent or warrant agent, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant or Warrants in the name of the assignee or assignees named in such instrument of assignment (any such assignee will then be a “Holder” for purposes of this Warrant) and, if Holder’s entire interest is not being assigned, in the name of Holder, and this Warrant shall promptly be canceled.

(b) Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) of indemnification satisfactory to the Company, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver a new Warrant of like tenor and date.

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Section 5. Rights of Holder. Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or equity, and the rights of Holder are limited to those expressed in this Warrant. Nothing contained in this Warrant shall be construed as conferring upon Holder hereof the right to vote or to consent or to receive notice as a stockholder of the Company on any matters or with respect to any rights whatsoever as a stockholder of the Company. No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the Warrant Shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised in accordance with its terms.

Section 6. Adjustment of Exercise Price. The Exercise Price shall be subject to adjustment from time to time as set forth in this Section 6. The Company shall give the Holder notice of any event described below which requires an adjustment pursuant to this Section 6 in accordance with the notice provisions set forth in Section 6(b).

(a) Stock Dividends, Subdivisions and Combinations. If at any time the Company shall:

(i) make or issue or set a record date for the holders of the Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution of, shares of Common Stock,

(ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or

(iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then (1) the number of shares of Common Stock for which this Warrant may be exercised immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common Stock which a record holder of the same number of shares of Common Stock for which this Warrant is exercisable immediately prior to the occurrence of such event would own or be entitled to receive after the happening of such event, and (2) the Exercise Price then in effect shall be adjusted to equal (A) the Exercise Price then in effect multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior to the adjustment divided by (B) the number of shares of Common Stock for which this Debenture is exercisable immediately after such adjustment.

(b) Notice of Certain Actions. In the event that:

(i) the Company shall authorize the issuance to all holders of its Common Stock of rights, warrants, options or convertible securities to subscribe for or purchase shares of its Common Stock or of any other subscription rights, warrants, options or convertible securities; or

(ii) the Company shall authorize the distribution to all holders of its Common Stock evidences of its indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated current or retained earnings as shown on the books of the Company and paid in the ordinary course of business); or

(iii) the Company shall authorize any capital reorganization or reclassification of the Common Stock (other than a subdivision or combination of the outstanding Common Stock and other than a change in par value of the Common Stock) or of any consolidation or merger to which the Company is a party and for which approval of any stockholders of the Company is required (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or change of the Common Stock outstanding), or of the conveyance or transfer of the properties and assets of the Company as an entirety or substantially as an entirety; or

(iv) the Company is the subject of a voluntary or involuntary dissolution, liquidation or winding-up procedure; or

(v) the Company proposes to take any action that would require an adjustment of the Exercise Price pursuant to this Section 6, then the Company shall promptly deliver to the Holder by facsimile or email, at least twenty (20) days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date as of which the holders of Common Stock of record to be entitled to receive any such rights, warrants or distributions are to be determined, or (y) the date on which any such consolidation, merger, conveyance, transfer, dissolution, liquidation or winding-up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities or other property, if any, deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation or winding-up.

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Section 7. Officers’ Certificate. Whenever the Exercise Price shall be adjusted as required by the provisions of Section 6, the Company shall forthwith file in the custody of its Secretary or an Assistant Secretary at its principal office an officers’ certificate showing the adjusted Exercise Price determined as herein provided, setting forth in reasonable detail the facts requiring such adjustment and the manner of computing such adjustment. Each such officers’ certificate shall be signed by the chairperson, president or chief financial officer of the Company and by the secretary or any assistant secretary of the Company. Each such officers’ certificate shall be made available at all reasonable times for inspection by Holder.

Section 8. Reclassification, Reorganization, Consolidation or Merger. In the event of any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the Company (other than a subdivision or combination of the outstanding Common Stock and other than a change in the par value of the Common Stock) or in the event of any consolidation or merger of the Company with or into another corporation (other than a merger (excluding a reverse triangular merger or similar transaction) in which the Company is the continuing corporation and that does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon exercise of this Warrant) or in the event of any sale, lease, transfer or conveyance to another corporation of the property and assets of the Company as an entirety or substantially as an entirety, the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that Holder shall have the right thereafter, by exercising this Warrant at any time prior to the Expiration Date, to purchase the kind and amount of shares of stock and other securities and property (including cash) receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock that might have been received upon exercise of this Warrant immediately prior to such reclassification, capital reorganization, change, consolidation, merger, sale or conveyance. Any such provision shall include provisions for adjustments in respect of such shares of stock and other securities and property that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The foregoing provisions of this Section 8 shall similarly apply to successive reclassifications, capital reorganizations and changes of shares of Common Stock and to successive consolidations, mergers, sales or conveyances. The issuer of any shares of stock or other securities or property thereafter deliverable on the exercise of this Warrant shall be responsible for all of the agreements and obligations of the Company hereunder.

Section 9. Transfer to Comply with the Securities Act of 1933. This Warrant may not be exercised and neither this Warrant nor any of the Warrant Shares, nor any interest in either, may be offered, sold, assigned, pledged, hypothecated, encumbered or in any other manner transferred or disposed of, in whole or in part, except in compliance with applicable United States federal and state securities or blue sky laws and the terms and conditions hereof. Each Warrant shall bear a legend in substantially the same form as the legend set forth on the first page of this Warrant. Each certificate for Warrant Shares issued upon exercise of this Warrant, unless at the time of exercise such Warrant Shares are acquired pursuant to a registration statement that has been declared effective under the Act or are eligible for transfer pursuant to Rule 144(k) under the Securities Act of 1933, as amended (the “Securities Act”), and applicable blue sky laws shall bear a legend substantially in the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL OR BASED ON OTHER WRITTEN EVIDENCE IN THE FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

Any certificate for any Warrant Shares issued at any time in exchange or substitution for any certificate for any Warrant Shares bearing such legend (except a new certificate for any Warrant Shares (i) issued after the acquisition of such Warrant Shares pursuant to a registration statement that has been declared effective under the Act or in a transaction in compliance with Rule 144 under the Securities Act, or (ii) that are then eligible for transfer pursuant to Rule 144(k) under the Securities Act) shall also bear such legend unless, in the opinion of counsel for the Company, the Warrant Shares represented thereby need no longer be subject to the restriction contained herein. The provisions of this Section 9 shall be binding upon all subsequent holders of certificates for Warrant Shares bearing the above legend and all subsequent holders of this Warrant, if any. Nothing in this Section 9 or elsewhere in this Warrant shall be deemed to restrict the ability of the holder hereof to transfer Warrant Shares to an affiliate, partner or former partner of such holder in compliance with the Securities Act, nor shall any legal opinion be required in respect thereof.

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Section 10. Registration Rights**.**

(a) Piggyback Registration. If the Company at any time proposes to file a registration statement under the Securities Act respecting any securities of the Company on a form appropriate for registration of a sale of Warrant Shares (excluding registrations of shares of Common Stock to be offered in connection with the Company’s employee benefit plans and registrations of securities to be offered by the Company in connection with acquisitions, mergers or similar transactions), it will at such time give written notice to Holder of its intention to do so. Upon the written request of Holder given within 15 days after receipt of any such notice (which request shall specify the number of Warrant Shares intended to be sold or disposed of by Holder and describe the nature of any proposed sale or other disposition thereof), the Company shall use commercially reasonable efforts, but shall not be obligated, to cause all such Warrant Shares specified in such request to be so registered. In the event that any such registration shall be underwritten, if the underwriters notify the Company in writing that the inclusion in such underwriting of such Warrant Shares would materially and adversely affect the underwriting, the Company shall have the right not to include such Warrant Shares.

(b) Other Registrations. If, in connection with a registration under the Securities Act, any Warrant Shares require registration or qualification with or approval of any United States or state governmental official or authority other than registration under the Securities Act before the Warrant Shares may be sold, the Company shall use commercially reasonable efforts to cause any such Warrant Shares to be duly registered or approved as may be required; provided, however, that the Company shall not be required to give a general consent to service of process or to qualify as a foreign corporation or subject itself to taxation as doing business in any such state.

(c) Registration Obligations. The Company shall deliver to Holder after effectiveness of any registration under this Warrant such reasonable number of copies of a definitive prospectus included in such registration statement and of any revised or supplemental prospectus filed as Holder may from time to time request. The Company shall file post-effective amendments or supplements to such registration statement for a period of up to 90 days after the commencement of the offering and so long as a prospectus is required to be delivered under the Act in order that the registration statement may be effective at all times during such period and at all times comply with the various applicable federal and state securities laws (after which period the Company may withdraw such Warrant Shares from registration), and shall deliver copies of the prospectus contained therein as hereinabove provided. Holder shall notify the Company when his sales are completed.

Prior to filing a registration statement which includes Warrant Shares, the Company shall (i) provide copies of such registration statement at a reasonable time before it is filed for the review of Holder and the underwriters of Holder; and (ii) make available to such Holders or underwriters the appropriate employees and records for purposes of performing the requisite “due diligence”.

(d) Expenses. In any registration pursuant to Section 10 of this Warrant, Holder shall pay the Company for the incremental portion of the federal and state registration and filing fees attributable to the Warrant Shares and shall pay all underwriting commissions, discounts, underwriting expenses and taxes attributable to the Warrant Shares.

Section 12. Modification and Waiver. Neither this Warrant nor any term hereof may be changed, waived, discharged or terminated other than by an instrument in writing signed by the Company and by Holder.

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Section 13. Notices. Any notice, request, direction, demand, consent, waiver, approval or other communication required or permitted to be given hereunder shall not be effective unless it is given in writing and shall be delivered (a) by electronic mail but only to the extent the receiving party acknowledges in writing (by reply email or otherwise) receipt and acceptance of service thereof by electronic mail, with such notice being effective upon such acknowledgement and acceptance, (b) by personal service or (c) by next business day delivery via a commercial overnight courier that guarantees next day delivery and provides a receipt, and addressed to the Holder at its address as shown on the books of the Company or to the Company at the address indicated therefor in the first paragraph of this Warrant. The giving of notice to any counsel or other advisors to a party hereto shall not constitute the giving of notice to a party hereto. Service of any such notice or other communications pursuant to clauses (b) or (c) above shall be deemed effective on the day of actual delivery (whether accepted or refused) and as confirmed by the courier service if by courier; provided, however, that if such actual delivery occurs after 5:00 p.m. (local time where received) or on a non-Business Day, then such notice or demand so made shall be deemed effective on the first Business Day immediately following the day of actual delivery. Except as provided herein to the contrary, no communications via electronic mail shall be effective to give any notice, request, direction, demand, consent, waiver, approval or other communications hereunder. Any notice, request or other document required or permitted to be given or delivered to Holder or the Company shall be delivered or shall be sent by certified mail, postage prepaid, to Holder at its address as shown on the books of the Company or to the Company at the address indicated therefor in the first paragraph of this Warrant.

Section 14. Payment of Taxes. The Company will pay all taxes (other than taxes based upon income) and other governmental charges that may be imposed with respect to the issue or delivery of Warrant Shares upon exercise of this Warrant, excluding any tax or other charge imposed in connection with any transfer involved in the issue and delivery of Warrant Shares in a name other than that in which the Warrant so exercised was registered.

Section 15. Descriptive Headings and Governing Law. The descriptive headings of the several sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Nevada, without regard to its conflicts of laws principles.

[remainder intentionally left blank; signatures on following page]

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IN WITNESS WHEREOF, the Company has duly caused this Warrant to be signed by its duly authorized officer and to be dated as of July 29, 2025.

BIOCORRX INC.
By:	/s/ Lourdes Felix

| Name: | Lourdes Felix |

| Title: | Chief Executive Officer |

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PURCHASE FORM

Dated ___________, 20__

The undersigned hereby elects to purchase ________ shares of Common Stock pursuant to the terms of the attached Warrant, and tenders herewith cash payment of the exercise price in full, together with all applicable transfer taxes, if any.

The undersigned represents and warrants to BioCorRx Inc., a Nevada corporation, as of the date hereof the same statements with respect to the shares being acquired upon exercise of this warrant as are set forth in the Securities Purchase Agreement dated July 29, 2025, pursuant to which the above-referenced warrant was sold, regarding the securities purchased thereby.

Holder
Print<br> <br>Name:

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ASSIGNMENT FORM

Dated _________, 20__

FOR VALUE RECEIVED, _______________________________________ hereby sells, assigns and transfers unto

_______________________________________ (the “Assignee”),

(please type or print in block letters)

____________________________________________________________________________________________________________

(insert address)

its right to purchase up to _______ shares of Common Stock represented by this Warrant No. _________ and does hereby irrevocably constitute and appoint ____________________________ attorney, to transfer the same on the books of the Company, with full power of substitution in the premises.

Holder
Print<br> <br>Name:

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bicx_ex101.htm EXHIBIT 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 29, 2025, is entered into by and between BioCorRx Inc., a Nevada corporation, (the “Company”) and the investors listed on Exhibit A **** attached to this Agreement (each a “Purchaser” and together the “Purchasers”).

WHEREAS, the Company desires to issue and sell to and each Purchaser desires to purchase from the Company: (i) the number of shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) set forth opposite each Purchaser’s name on Exhibit A in the columns titled “Shares” and (ii) a warrant to purchase the number of shares of Common Stock set forth opposite each Purchaser’s name on Exhibit A with an exercise price of $0.35 per share in the columns titled “Warrant Shares,” subject to adjustment therein, and expiration date on the fifth anniversary of the date of issuance (each a “Warrant” and together the “Warrants”) in connection with the First Tranche or the Second Tranche (as applicable), and in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”). The securities shall be sold in equal tranches for a total offering of two million (2,000,000) shares of Common Stock and warrants to purchase two million (2,000,000) shares of Common Stock. The Shares and Warrants shall be offered in two tranches, referred to herein as the “First Tranche” and the “Second Tranche.”

NOW THEREFORE, the Company and Purchaser hereby **** agree as follows:

Sale. On the applicable Closing Date (as defined below), the Company shall issue and sell to each Purchaser and each Purchaser shall purchase from the Company the (i) the Shares and (ii) the Warrants (collectively, the “Securities”).

1.1.	Form of Payment. On the Closing Date, (i) each Purchaser shall pay the purchase price for the securities by wire transfer to the Company’s designated account and (ii) the Company shall deliver, or have its transfer agent deliver, as the case may be, the Securities, to such Purchaser within 5 business days of Closing Date. Each date that a Purchaser makes a payment is referred to herein as the “Closing Date.”
1.2.	Purchase Price. The purchase price for each of the Shares shall be thirty-five cents ($0.35). The Purchase Price shall be paid to the Company on each Closing Date.
1.3.	Closing Date. The initial purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures on the date of this Agreement (the “Initial Closing”). On each Closing Date for the First Tranche, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and each Purchaser agrees to purchase, (i) the number of shares of Common Stock set forth opposite each Purchaser’s name on Exhibit A, under the heading “First Tranche” and in the column “Shares,” and (ii) a Warrant in substantially the form attached hereto as Exhibit B to purchase the number of shares of Common Stock set forth opposite each Purchaser’s name on Exhibit A, under the heading “First Tranche” and in the column “Warrant Shares.” Each Purchaser, in its sole discretion, may purchase, on the Closing Date of the Second Tranche, an additional (i) number of shares of Common Stock set forth opposite each Purchaser’s name on Exhibit A, under the heading “Second Tranche” and in the column “Shares,” and (ii) Warrant to purchase the number of shares of Common Stock set forth opposite each Purchaser’s name on Exhibit A, under the heading “Second Tranche” and in the column “Warrant Shares,” pursuant to the terms and conditions herein contained and not later than sixty (60) days following the date of the closing of the First Tranche. Each closing of the transactions contemplated by this Agreement (the “Closing”) shall occur remotely via the exchange of documents and signatures.
1.4.	Business Day. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.

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Representations and Warranties; Governing Law; Miscellaneous.

2.1 Company Representations.

(a) The Company is a corporation duly organized, validly existing, and in good standing under the Laws of the state of Nevada and has full corporate power and authority to (a) enter into this Agreement and Warrants to which the Company is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby and (b) own, operate, or lease the properties and assets now owned, operated, or leased by it and to carry on its business as it has been and is currently conducted. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary. The execution and delivery by the Company of this Agreement and the Warrant, the performance by the Company of its obligations hereunder and thereunder, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company, and (assuming due authorization, execution, and delivery by the Purchasers) this Agreement constitutes a legal, valid, and binding obligation of the Company enforceable against the Company in accordance with its terms. When each Warrant has been duly executed and delivered by the Company, such Warrant will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms.

(b) The authorized capital stock of the Company as of immediately prior to the Initial Closing, after giving effect to the transactions contemplated by this Agreement consists of (i) 750,000,000 shares of Common Stock, of which (A) 17,864,397 shares are issued and outstanding, (B) 24,871,289 shares are issued and outstanding on a fully-diluted, as converted and as exercised basis, (C) 240,000 shares are reserved for issuance upon conversion of the Preferred Stock (as defined below), (D) 1,535,557 shares are reserved for issuance upon exercise of outstanding stock options issued pursuant to the 2016 Equity Incentive Plan, 2018 Equity Incentive Plan and 2022 Equity Incentive Plan, and (E) 5,231,335 are reserved for the exercise of warrants and conversion of indebtedness or other convertible securities of the Company and (ii) 600,000 shares of the preferred stock of the Company, par value $0.001 per share (the “Preferred Stock”), of which (A) 80,000 shares have been designated “Series A Preferred Stock” and (B) 160,000 have been designated “Series B Preferred Stock.”

(c) As of immediately following the Initial Closing after giving effect to the transactions contemplated by this Agreement, (i) all of the issued and outstanding shares of capital stock of the Company will have been duly authorized, validly issued, fully paid, and non-assessable, (ii) all of the issued and outstanding shares of capital stock of the Company will have been issued in compliance with all applicable federal and state securities Laws, (iii) none of the issued and outstanding shares of capital stock of the Company will have been issued in violation of any agreement, arrangement, or commitment to which the Company is a party or is subject to or in violation of any preemptive or similar rights of any Person. “Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association, or other entity.

(d) The Company does not, directly or indirectly, own, control, or have any interest in any shares or other ownership interest in any other Person.

(e) The execution, delivery, and performance by the Company of this Agreement and the Warrant, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws, or other organizational documents of the Company; (b) conflict with or result in a violation or breach of any provision of any law or governmental order applicable to the Company; (c) require the consent or waiver of, notice to, or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of, or create in any party the right to accelerate, terminate, modify, or cancel any contract to which the Company is a party or by which the Company is bound or to which any of its properties and assets are subject or any permit affecting the properties, assets, or business of the Company; or (d) result in the creation or imposition of any encumbrance on any properties or assets of the Company. No consent, approval, permit, governmental order, declaration or filing with, or notice to, any governmental authority is required by or with respect to the Company in connection with the execution and delivery of this Agreement and the Warrant and the consummation of the transactions contemplated hereby and thereby.

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(f) The Company has good and valid (and, in the case of owned real property, good and marketable fee simple) title to, or a valid leasehold interest in, all real property, tangible personal property, and other assets, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice. All such properties and assets (including leasehold interests) are free and clear of any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership.

(g) Except as set forth on Schedule 2.1(g), there are no actions pending or, to the Company’s knowledge, threatened against or by the Company affecting any of its properties or assets (or by or against the Company relating to the Company) (an “Action”). No event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

(h) There are no outstanding governmental orders and no unsatisfied judgments, penalties, or awards against or affecting the Company or any of its properties or assets.

(i) The Company has complied, and is now complying, with all laws applicable to it or its business, properties, or assets. All permits required for the Company to conduct its business have been obtained by it and are valid and in full force and effect.

(j) The Company has timely filed all tax returns that it was required to file. All such tax returns were complete and correct in all respects. All taxes due and owing by the Company (whether or not shown on any tax return) have been timely paid. The Company has withheld and paid each tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, shareholder, or other party, and complied with all information reporting and backup withholding provisions of applicable law. The Company is not a party to any Action by any taxing authority. There are no pending or threatened Actions by any taxing authority.

2.2 Purchasers’ Investment Representations. Each Purchaser hereby represents and warrants to the Company, severally and not jointly, that:

(a) Purchaser understands that the Securities are not registered under the 1933 Act, on the basis that the sale provided for in this Agreement and the issuance of securities hereunder is exempt from registration under the 1933 Act pursuant to Section 4(a)(2) thereof and / or Rule 506 promulgated thereunder, and that the Company’s reliance on such exemption is predicated on Purchaser’s representations set forth herein. Purchaser realizes that the basis for the exemption may not be present if, notwithstanding such representations, Purchaser has in mind merely acquiring shares of the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. Purchaser does not have any such intention.

(b) Purchaser understands that the Securities may not be sold, transferred, or otherwise disposed of without registration under the 1933 Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Securities or an available exemption from registration under the 1933 Act, the Stock must be held indefinitely. In particular, Purchaser is aware that the Securities may not be sold pursuant to Rule 144 or Rule 701 promulgated under the 1933 Act unless all of the conditions of the applicable Rules are met. Among the conditions for use of Rule 144 is the availability of current information to the public about the Company. Purchaser represents that, in the absence of an effective registration statement covering the Securities, it will sell, transfer, or otherwise dispose of the Securities only in a manner consistent with its representations set forth herein.

(c) Purchaser represents and warrants to the Company that it is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect and, for the purpose of Section 25102(f) of the California Corporations Code, he or she is excluded from the count of “purchasers” pursuant to Rule 260.102.13 thereunder.

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2.3 Due Diligence Period. The Purchasers require a due diligence period of no more than sixty (60) days, beginning on the date of the Initial Closing, before releasing the Second Tranche of the investment. The Company shall cooperate and use commercially reasonable best efforts to respond to all reasonable requests of the Purchasers for information necessary to verify the accuracy of the representations and warranties in Section 2.1 and any other information reasonably necessary to make an informed investment decision with respect to the Second Tranche. The due diligence period may be extended if mutually agreed to in writing by the parties.

2.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any Action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Nevada or in the federal courts located in Reno, Nevada. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any Action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, Action or proceeding in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

2.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

2.6 Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

2.7 Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

2.8 Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor any Purchaser makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the Company and the holders of at least a majority of the then-outstanding Shares issued and sold pursuant to this Agreement as of the date of the instrument in writing; provided, however, that any provision of this Agreement may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing or anything herein to the contrary, no amendment, termination or waiver of any provision of this Agreement effected without the consent of a Purchaser shall be effective against such Purchaser unless such amendment, termination, or waiver applies to all Purchasers in the same fashion. The Company shall give prompt written notice of any amendment, modification, termination, or waiver hereunder to any party that did not consent in writing thereto; provided that the failure to provide such notice shall not invalidate any amendment, termination or waiver hereunder. Any amendment or waiver effected in accordance with this Section 2.8 shall be binding upon the Purchasers and each transferee of the Shares, each future holder of all such securities, and the Company.

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2.9 Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest of:

2.9.1 the date delivered, if delivered by personal delivery as against written receipt therefor or by e-mail to an executive officer, or by confirmed facsimile,

2.9.2 the fifth Business Day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or

2.9.3 the third Business Day after mailing by domestic or international express courier, with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other addresses as such party may designate by ten (10) calendar days’ advance written notice similarly given to each of the other parties hereto):

If to the Company, to:

BioCorRx Inc.

2390 E. Orangewood Ave., Ste 570

Anaheim, CA 92806

Attention: Lourdes Felix

E-mail:

If to Purchaser, to the address set forth on Exhibit A:

2.10 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Purchasers holding a majority of the then-outstanding Shares, which consent may be withheld at the sole discretion of the Purchasers; provided, however, that in the case of a merger, sale of substantially all of the Company’s assets or other corporate reorganization, the Purchasers shall not unreasonably withhold, condition or delay such consent. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be performed by any Purchaser hereunder may be assigned by Purchaser to a third party, including its financing sources, in whole or in part.

2.11 Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

2.12 Survival. The agreements and covenants set forth in this Agreement shall survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of any Purchaser. The Company agrees to indemnify and hold harmless each Purchaser and all its officers, directors, employees, attorneys, and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

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2.13 No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

2.14 Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Purchasers by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that each Purchaser shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

2.15 Purchaser’s Rights and Remedies Cumulative. All rights, remedies, and powers conferred in this Agreement on the Purchasers are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power, and remedy that the Purchasers may have, whether specifically granted in this Agreement, or existing at law, in equity, or by statute; and any and all such rights and remedies may be exercised from time to time and as often and in such order as any Purchaser may deem expedient.

2.16 Status of Purchaser as “Insider”. The Company shall provide the Company’s “Insider Trading Policy for Director/Executive Management” (as it may be amended from time to time, the “Policy”). Each Purchaser agrees that they, for themselves and their affiliates, will comply with the Policy’s requirements, including those restrictions regarding trading windows and material, nonpublic information, as if they were an “Insider” as defined in the Policy. This includes obligations to refrain from trading on material nonpublic information and to observe blackout periods, even though no Purchaser is subject to Section 16 of the Securities Exchange Act of 1934, as amended, solely by virtue of this agreement.

2.17 No Shorting. For so long as Investor holds any securities of Company, neither any Purchaser nor any of its Affiliates will engage in or effect, directly or indirectly, any short sale of the Common Stock.

2.18 Board Appointments and Purchaser Information Rights. Upon the closing of the Second Tranche, the Purchasers shall have the exclusive right to designate one (1) individual for appointment to the Company’s Board of Directors, and the Company shall take all necessary corporate actions to cause such individual to be appointed promptly following such closing. In addition, the Purchasers shall have the exclusive right to designate one (1) individual to serve as a non-voting observer to the Board of Directors, who shall be entitled to attend all meetings of the Board in a non-voting capacity and shall receive all notices and materials provided to the members of the Board, subject to customary confidentiality obligations. The parties agree to use commercially reasonable efforts to negotiate in good faith and execute a non-disclosure agreement (“NDA”) between the Company and each Purchaser regarding the information each Purchaser will be entitled to access concerning the Company’s business. Upon the execution of the NDA, the Company shall provide each Purchaser with (i) all notices, documents and information furnished to the Company’s directors (“Board Members”) whether at or in anticipation of a meeting, an action by written consents or otherwise, at the same time furnished to the Board Members, and (ii) upon such Purchaser’s written request, any information reasonably requested by such Purchaser to evaluate the financial condition, product development, or other matters related to the conduct of the Company’s business. The Company reserves the right to withhold any information, including information otherwise provided to the Board of Directors, from any Purchaser if the disclosure of such information to such Purchaser could reasonably be expected to (i) adversely affect the attorney-client privilege between the Company and its counsel, (ii) violate any applicable law or regulation, or (iii) result in a conflict of interests in connection with any potential or ongoing transaction or negotiation involving the Company and such Purchaser; provided, however, that any such exclusion shall apply only to such portion of the material that would be required to preserve such privilege, comply with applicable law, or mitigate such conflict, as applicable, and not to any other portion thereof.

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2.19 Right of Participation. For a period of four (4) years after the date of the Initial Closing, if the Company proposes to offer or sell any New Securities, the Company shall grant Purchaser the right to purchase its pro rata share of such New Securities being offered or sold (the “Pro Rata Right”). Pro rata share for purposes of this Pro Rata Right is the ratio of (x) the number of shares of Common Stock then held by Purchaser (assuming full conversion and/or exercise, as applicable, of all classes of stock other rights, options, warrants, or other securities convertible into Common Stock then held by Purchaser) to (y) the total Common Stock then outstanding (assuming full conversion and/or exercise, as applicable, of all classes of stock other rights, options, warrants, or other securities convertible into Common Stock then outstanding). “New Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities or debt instruments of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities. Each Purchasers shall have fifteen (15) days from the date such Purchaser was notified of the offering or sale of New Securities to provide written notice to the Company that it is electing to exercise its Pro Rata Right. Notwithstanding the foregoing, this Section 2.19 shall not apply in respect of an Exempt Issuance. “Exempt Issuance” means (i) the adoption of an equity incentive plan approved by the Company's independent directors, and the grant of awards or equity pursuant to any such equity incentive plan to officers, directors, employees or consultants of the Company, and the filing of a registration statement on Form S-8 relating thereto; (ii) the grant of awards or equity to officers, directors, employees or consultants of the Company, that are not pursuant to an equity incentive plan; and (iii) the issuance of securities pursuant to the conversion of exercise of common stock equivalents outstanding prior to the date of this Agreement.

2.20 Put Right.

(a) If, at any time after a Closing Date, the Company undertakes any action to withdraw their securities from registration under the Securities Exchange Act of 1934, as amended (a “Put Event”), each Purchaser will have the right to require the Company to purchase (a “Put Option”) all of Purchaser’s Shares and Warrant Shares held by such Purchaser as of the date of Put Event (the “Put Securities”) at a price per share equal to the applicable Put Price (defined below) as of the date of the Put Event, by delivery of a written notice (the “Put Notice”) to the Company within 180 days after the date of the Put Event (the “Put Period”), and the Company shall be required to purchase. “Put Price” means, with respect to any Put Securities, a per share price equal to the greater of (i) the closing sales price on the largest such national securities exchange on which the Put Securities are listed as of the date of the Put Event or (ii) $0.35.

(b) The closing of any purchase of Put Securities by the Company pursuant to this Section 2.20 shall take remotely, by electronic exchange of documents and signatures, within fifteen (15) days after the expiration of the relevant Put Period. At such closing, such Purchaser shall deliver to the Company all instruments representing, together with appropriate powers duly endorsed with respect to, the Put Securities, free and clear of all liens, encumbrances or other restrictions (other than pursuant to securities laws or this Agreement), against payment by the Company of the purchase price for the Put Securities in cash by delivery of a certified check payable to such Purchaser.

(c) If and to the extent any Purchaser does not deliver a Put Notice within the Put Period or if the purchase of all Put Securities does not occur at the scheduled closing date through the fault of such Purchaser, then such Purchaser’s Put Option will terminate.

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2.21 Piggyback Registration Rights. If the Company at any time determines to file a Registration Statement under the Securities Act to register the offer and sale, by the Company, of Common Stock (other than (x) on Form S-4 or Form S-8 under the 1933 Act or any successor forms thereto, (y) an at-the-market offering, or (z) a registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), the Company shall, as soon as reasonably practicable, give written notice to Purchaser of its intention to so register the offer and sale of Common Stock and, upon the written request, given within five (5) Business Days after delivery of any such notice by the Company, of Purchaser to include in such registration the Shares and Warrant Shares (which request shall specify the number of Shares and Warrant Shares proposed to be included in such registration), the Company shall cause all such Shares and Warrant Shares to be included in such Registration Statement on the same terms and conditions as the Common Stock otherwise being sold pursuant to such registered offering.

2.22 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC that may permit the sale of the Shares and any shares issued to any Purchaser pursuant to its exercise of the Warrant (“Warrant Shares”) to the public without registration, the Company agrees to use reasonable best efforts to:

(a) Make and keep public information regarding the Company available, as terms are understood and defined in Rule 144, at all times from and after the date hereof until the Shares and Warrant Shares have their restrictive legends removed.

(b) File with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the Securities Exchange Act of 1934 at all times from and after the date hereof until the Shares and Warrant Shares have their restrictive legends removed.

(c) So long as such Purchaser, together with its affiliates, owns any Securities, (i) unless otherwise available at no charge by access electronically to the SEC’s EDGAR filing system (or any successor system), furnish to such Purchaser forthwith upon request a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as such Purchaser may reasonably request in availing itself of any rule or regulation of the SEC allowing such Purchaser to sell any such securities without registration; and (ii) to the extent accurate, furnish to such Purchaser upon reasonable request a written statement of the Company that it has complied with the reporting requirements of Rule 144

(d) Provide opinion(s) of counsel as may be reasonably necessary in order for such Purchaser to avail itself of Rule 144 to allow such Purchaser to sell any Securities without registration, and remove, or cause to be removed, the notation of any restrictive legend on such Purchaser’s book-entry account maintained by the Company’s transfer agent, and bear all costs associated with the removal of such legend in the Company’s books.

2.23 Attorneys’ Fees and Cost of Collection. In the event of any Action at law or in equity to enforce or interpret the terms of this Agreement, the parties agree that the prevailing party shall be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by such prevailing party in connection with the litigation and/or dispute without reduction or apportionment based upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair a court’s power to award fees and expenses for frivolous or bad faith pleading.

[Remainder of page intentionally left blank; signature page to follow]

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IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed as of the date first above written.

THE COMPANY:
BioCorRx Inc.
By:	/s/ Lourdes Felix

| | Lourdes Felix<br> <br>Chief Executive Officer |

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IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed as of the date first above written.

Purchaser:

___________________________________

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EXHIBIT A

SCHEDULE OF PURCHASERS

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EXHIBIT B

FORM OF WARRANT

(See Attached)

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