BioCorRx Inc. (BICX)

[236T568]

BICX files 8K after close on Friday-Massive Dilution


As $4.16 million note is converted at $1.87/share into about 40% of the total common shares outstanding of BICX after the conversion.

TIMBER!


https://www.sec.gov/Archives/edgar/data/1443863/000147793219005729/bicx_8k.htm

Item 1.01 Entry into a Material Definitive Agreement.



On October 1, 2019, BioCorRx Inc., a Nevada corporation (the “Company”), entered into a Conversion Agreement (the “Conversion Agreement”) with BICX Holding Company LLC, an entity controlled by Alpine Creek Capital Partners (the “Investor”), pursuant to which the parties agreed to the conversion (the “Conversion”) of the Senior Secured Convertible Promissory Note in the principal amount of $4,160,000 (the “Note”), which was issued by the Company to the Investor on June 10, 2016, into 2,227,575 shares (the “Conversion Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”).



In connection with the Conversion Agreement, on October 1, 2019, the Company and the Investor entered into a Lock-Up Agreement (the “Lock-Up Agreement”) pursuant to which the Investor will not sell, or otherwise dispose of the Conversion Shares, during the period commencing on October 1, 2019 and ending six (6) months following the initial closing of the Company’s intended public offering of its securities to raise gross proceeds to the Company of at least $10,000,000 (subject to adjustment in the Company’s sole discretion) (the “Public Offering”). In the event that the Public Offering is terminated or abandoned prior to closing then the lock-up shall expire upon the later of the date which is six (6) months from September 30, 2019 or thirty (30) days from the date of such termination or abandonment.



The Conversion Agreement and the Lock-Up Agreement are dated September 30, 2019, however, the documents were fully executed on October 1, 2019.



Pursuant to the Conversion Agreement, the Investor has agreed that the Total Interest Payment (as defined in the Conversion Agreement) that would have been due under the Note, in the amount of $1,138,156.71, will be reflected on the Company’s financial statements as an amount due and owing to the Investor to be repaid within twelve (12) months of the closing of the Public Offering, or if the Public Offering is terminated or abandoned prior to closing, then on or before such date that is no later than twelve (12) months from the date of such termination or abandonment.



Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Conversion Agreement and the Lock-Up Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the Conversion Agreement and the Lock-Up Agreement, the forms of which are attached as Exhibits 10.1, and 10.2, respectively, to this Current Report on Form 8-K.



Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.



The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.