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  4. [8-K] BioCorRx Inc. Reports Material Event

BioCorRx (BICX) issues 2.26M shares in insider stock exchange

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BioCorRx Inc. entered into a stock exchange agreement with three insider shareholders, issuing 2,263,371 shares of its common stock in exchange for 1,215 shares of BioCorRx Pharmaceuticals, Inc., its majority‑owned subsidiary, representing about 12.15% of the subsidiary’s outstanding common stock.

The exchange aligns with a Plan of Reorganization adopted on February 25, 2026, under which BioCorRx intends to acquire control of the subsidiary within the meaning of Sections 368(a)(1)(B) and 368(c) of the Internal Revenue Code. The transaction closed on March 27, 2026 and was approved by the board under the company’s related party transaction policy.

The new BioCorRx shares were issued as unregistered, “restricted securities” in a private transaction relying on Section 4(a)(2) of the Securities Act, involved no cash consideration, and provide the participating shareholders with specified registration rights for their newly issued shares.

Positive

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Negative

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Insights

BioCorRx swapped stock with insiders to increase subsidiary ownership through a non-cash, exempt private issuance.

BioCorRx issued 2,263,371 common shares to three insider shareholders in exchange for 1,215 shares of its subsidiary, representing about 12.15% of that entity. This deepens ownership in BioCorRx Pharmaceuticals as part of a broader Plan of Reorganization structured to qualify as a tax-free reorganization under Section 368.

The move is a non-cash, related party transaction approved under the company’s policy, so economic impact comes mainly from share issuance versus higher subsidiary ownership. The shares were issued as restricted securities under a Section 4(a)(2) private placement, and the insiders received registration rights, which may facilitate possible future resale once effective.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Parent shares issued 2,263,371 shares BioCorRx common stock issued to shareholders in the exchange
Subsidiary shares received 1,215 shares BioCorRx Pharmaceuticals, Inc. common stock transferred to BioCorRx
Subsidiary ownership stake 12.15% Portion of subsidiary’s outstanding common stock acquired in exchange
Plan adoption date February 25, 2026 Date BioCorRx Board adopted Plan of Reorganization
Agreement date March 26, 2026 Date stock exchange agreement was executed
Closing date March 27, 2026 Date the stock exchange transaction closed
stock exchange agreement financial
"entered into a stock exchange agreement (the “Agreement”) with Lourdes Felix"
Plan of Reorganization financial
"The Exchange was in connection with the Company’s Plan of Reorganization, adopted February 25, 2026"
A plan of reorganization is a formal blueprint used during bankruptcy to rearrange a company’s debts, assets and ownership so it can keep operating. It lays out who gets paid, what creditors and shareholders receive, and how the business will change going forward; think of it as a court-approved debt and recovery roadmap that decides whether investors keep value, receive new securities or cash, or lose their stake.
Section 368(a)(1)(B) regulatory
"intended to qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(B) of the Code"
restricted securities regulatory
"The Parent Shares have not been registered ... and are or will be, as the case may be, “restricted securities”"
Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.
Section 4(a)(2) regulatory
"in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
accredited investors financial
"the Shareholders are accredited investors"
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.
Understanding 8-K Material Events →

 

 

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): March 26, 2026

 

BioCorRx Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

000-54208

90-0967447

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

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

Symbol(s)

Name of each exchange

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.

 

Stock Exchange Agreement

 

On March 26, 2026, BioCorRx Inc., a Nevada corporation (the “Company”), entered into a stock exchange agreement (the “Agreement”) with Lourdes Felix, Chief Executive Officer of the Company and a member of the Company’s Board of Directors (the “Board”), Louis C Lucido, President of the Company and a member of the Board, and Kent Emry (collectively with Lourdes Felix and Louis C Lucido, the “Shareholders”), a member of the Board, pursuant to which the Shareholders agreed to transfer to the Company an aggregate of 1,215 shares of common stock of BioCorRx Pharmaceuticals, Inc., a Nevada corporation, which is a majority-owned subsidiary of the Company (the “Subsidiary”), representing in the aggregate approximately 12.15% of the outstanding common stock of the Subsidiary, in exchange for an aggregate of 2,263,371 shares (the “Parent Shares”) of the Company’s common stock, par value $0.001 per share (the “Exchange”).

 

The Exchange was in connection with the Company’s Plan of Reorganization, adopted February 25, 2026, pursuant to which the Company intends to acquire control of the Subsidiary within the meaning of Section 368(c) of the Internal Revenue Code of 1986, as amended (the “Code”). The Exchange is intended to qualify as a tax-free reorganization within the meaning of Section 368(a)(1)(B) of the Code.

 

The Parent Shares constitute the sole consideration to be issued to the Shareholders and no cash or other property was paid or transferred in connection with the Exchange. The Exchange closed on March 27, 2026.

 

On February 25, 2026, the Board approved the Exchange in accordance with the Company’s related party transaction policy.

 

The Agreement contains representations and warranties of the Company and the Shareholders which are typical for transactions of this type. In addition, the Agreement also provides the Shareholders certain registration rights for the Parent Shares, subject to certain limitations.

 

The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of the Agreement, a copy of which is attached hereto as Exhibit 10.1 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 Parent 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 Parent Shares 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 Parent Shares was based upon the following factors: (a) the issuance of the Parent Shares 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 Parent Shares by the Company; (d) the Parent Shares were not broken down into smaller denominations; (e) the negotiations for the issuance of the Parent Shares took place directly between the Shareholders and the Company; and (f) the Shareholders are accredited investors.

 

 
2

 

 

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

10.1

 

Form of Stock Exchange Agreement, dated March 26, 2026

104

 

Cover Page Interactive Data File (formatted as inline XBRL).

 

 
3

 

 

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: April 2, 2026

By:

/s/ Lourdes Felix

Lourdes Felix

Chief Executive Officer

 

 
4

 

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did BioCorRx Inc. (BICX) report in this 8-K filing?

BioCorRx reported a stock exchange agreement with three insider shareholders. It issued 2,263,371 BioCorRx common shares in exchange for 1,215 shares of its majority-owned subsidiary, BioCorRx Pharmaceuticals, representing about 12.15% of the subsidiary’s outstanding common stock as part of a reorganization plan.

How many shares did BioCorRx (BICX) issue and receive in the stock exchange?

BioCorRx issued 2,263,371 shares of its common stock to the participating shareholders. In return, it received 1,215 shares of BioCorRx Pharmaceuticals, Inc., which together represent approximately 12.15% of that subsidiary’s outstanding common stock under the terms of the stock exchange agreement.

What is the purpose of BioCorRx’s Plan of Reorganization mentioned in the 8-K?

The Plan of Reorganization, adopted February 25, 2026, is intended to let BioCorRx acquire control of its subsidiary BioCorRx Pharmaceuticals. The company aims for this to qualify as a tax-free reorganization under Section 368(a)(1)(B) and Section 368(c) of the Internal Revenue Code.

When did BioCorRx’s stock exchange agreement close and who approved it?

The stock exchange agreement closed on March 27, 2026. BioCorRx’s Board of Directors approved the exchange on February 25, 2026, in accordance with the company’s related party transaction policy, reflecting oversight of a transaction involving senior executives and a director.

Were the new BioCorRx (BICX) shares registered with the SEC?

The new BioCorRx shares were not registered under the Securities Act. They were or will be issued as “restricted securities” in reliance on the Section 4(a)(2) exemption for private offerings, meaning they were sold without a public offering and are subject to resale limitations.

Did BioCorRx or the shareholders pay cash in the stock exchange transaction?

No cash consideration was involved in the stock exchange transaction. The shareholders transferred their subsidiary shares to BioCorRx and received BioCorRx common stock as the sole consideration, making the exchange a purely equity-for-equity transaction with no additional property transferred.

What registration rights did the BioCorRx shareholders receive for the new shares?

Under the stock exchange agreement, the participating shareholders received certain registration rights for their new BioCorRx shares. These rights, subject to specified limitations, provide a contractual framework under which the company may register those shares for potential future resale in the securities markets.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

Other Documents