BioCorRx Inc

Previous wording

BICX102 is an implantable pellet of naltrexone that was the original product candidate being developed under award UG3DA047925 and BICX104 is another pellet of naltrexone that subsequently became the lead product candidate with minor excipient differences between the BICX102 and BICX104. BICX102/BICX104 research was supported by the National Institute On Drug Abuse of the National Institutes of Health under Award Number UG3DA047925 and UH3DA047925.

Current wording

BICX102 is an implantable pellet of naltrexone that was the original product candidate being developed under award UG3DA047925 and BICX104 is another pellet of naltrexone that subsequently became the lead product candidate with minor excipient differences between the BICX102 and BICX104. BICX102/BICX104 research was supported by the National Institute On Drug Abuse of the National Institutes of Health under Award Numbers UG3DA047925 and UH3DA047925.

Previous wording

Grant receivables were $21,042 and $76,266 as of March 31, 2024 and December 31, 2023, respectively. Deferred revenues related to the grant were $0 as of March 31, 2024 and December 31, 2023. $112,963 and $241,149 were recorded as grant income during the three months ended March 31, 2024 and 2023, respectively.

Current wording

Grant receivables were $109,736 and $76,266 as of June 30, 2024 and December 31, 2023, respectively. Deferred revenues related to the grant were $0 as of June 30, 2024 and December 31, 2023. $518,667 and $248,006 were recorded as grant income during the three months ended June 30, 2024 and 2023, respectively. $631,630 and $489,155 were recorded as grant income during the six months ended June 30, 2024 and 2023, respectively.

Previous wording

On January 25, 2023, the Company issued an unsecured promissory note payable to a third party for $50,000 with principal and interest due January 25, 2024, with a stated interest rate of 12.5% per annum. The interest rate was increased to 20% on January 26, 2024 due to default. Under the terms of the note the Company shall pay quarterly interest payments of $1,563. The balance outstanding as of March 31, 2024 and December 31, 2023 was $50,000. The interest expense during the three months ended March 31, 2024 and March 31, 2023 was $2,236 and $1,130, respectively. The Company made an interest payment of $1,563 and $0 during the three months ended March 31, 2024 and 2023, respectively. As additional consideration for the loan the Company issued 4,285 shares of common stock and valued at $6,000, which was recognized as debt discount. During the three months ended March 31, 2024 and 2023, the Company amortized $395 and $1,085 of debt discount as interest expense, respectively.

Current wording

On January 25, 2023, the Company issued an unsecured promissory note payable to a third party for $50,000 with principal and interest due January 25, 2024, with a stated interest rate of 12.5% per annum. The interest rate was increased to 20% on January 26, 2024 due to default. Under the terms of the note the Company shall pay quarterly interest payments of $1,563. The balance outstanding as of June 30, 2024 and December 31, 2023 was $50,000. The interest expense during the three months ended June 30, 2024 and 2023 was $2,493 and $1,558, respectively. The interest expense during the six months ended June 30, 2024 and 2023 was $4,729 and $2,688, respectively. The Company made interest payments of $0 and $1,563 during the six months ended June 30, 2024 and 2023, respectively. As additional consideration for the loan the Company issued 4,285 shares of common stock and valued at $6,000, which was recognized as debt discount. During the three months ended June 30, 2024 and 2023, the Company amortized $0 and $1,495 of debt discount as interest expense, respectively. During the six months ended June 30, 2024 and 2023, the Company amortized $395 and $2,580 of debt discount as interest expense, respectively.

Previous wording

On September 6, 2023, the Company issued an unsecured promissory note payable to one third party for $150,000 with principal and interest due September 6, 2024, with a stated interest rate of 8% per annum. The third party has the option to select the repayment in cash or in stock of the Company at $2.00 per share. The balance outstanding as of March 31, 2024 and December 31, 2023 was $150,000. The interest expense during the three months ended March 31, 2024 was $2,992. If the Company fails to make any payment due under the terms of the promissory note, the interest rate shall increase to 15% per annum. In connection with the issuance of the promissory note, the Company issued the warrant that entitles the third party to purchase 150,000 common shares. The warrant shall have a term of three years with an exercise price of $2.00 and shall be equitably adjusted to offset the effect of any stock splits and similar events. The Company allocated the proceeds based on the relative fair value of the debt and the warrants, resulting in the recognition of $88,820 of debt discount on such promissory note. As additional consideration for the debt, the Company issued 18,000 shares of common stock valued at $30,240, which was also recognized as debt discount. During the three months ended March 31, 2024, the Company amortized $29,684 of debt discount as interest expense.

Current wording

On September 6, 2023, the Company issued an unsecured promissory note payable to one third party for $150,000 with principal and interest due September 6, 2024, with a stated interest rate of 8% per annum. The third party has the option to select the repayment in cash or in stock of the Company at $2.00 per share. The balance outstanding as of June 30, 2024 and December 31, 2023 was $150,000. The interest expense during the three months ended June 30, 2024 was $2,992. The interest expense during the six months ended June 30, 2024 was $5,984. If the Company fails to make any payment due under the terms of the promissory note, the interest rate shall increase to 15% per annum. In connection with the issuance of the promissory note, the Company issued the warrant that entitles the third party to purchase 150,000 common shares. The warrant shall have a term of three years with an exercise price of $2.00 and shall be equitably adjusted to offset the effect of any stock splits and similar events. The Company allocated the proceeds based on the relative fair value of the debt and the warrants, resulting in the recognition of $88,820 of debt discount on such promissory note. As additional consideration for the debt, the Company issued 18,000 shares of common stock valued at $30,240, which was also recognized as debt discount. During the three months ended June 30, 2024, the Company amortized $29,683 of debt discount as interest expense. During the six months ended June 30, 2024, the Company amortized $59,367 of debt discount as interest expense.

Previous wording

On November 9, 2023, the Company entered into a Subscription Agreement (the “2023 Q4 Galligan Subscription Agreement”) with the J and R Galligan Revocable Trust, managed by Mr. Galligan, a holder of between 15% and 20% of the Company’s shares of common stock and a member of the Company’s Board of Directors. Pursuant to the 2023 Q4 Galligan Subscription Agreement, the J and R Galligan Revocable Trust purchased shares of the Company’s common stock, par value 0.001 per share, in the aggregate amount of $7,500 at a purchase price of $1.60 per share, for a total of 4,687 shares of common stock. Simultaneously, the Company issued a warrant that entitles the J and R Galligan Revocable Trust to purchase 7,500 common stock at an exercise price of $2.00, expiring 4 years from the date of issuance in connection with the sale of common stock. Additionally, in connection with the 2023 Q4 Galligan Subscription Agreement, the Company issued 900 shares of its common stock to the J and R Galligan Revocable Trust as inducement shares. The proceeds of $7,500 were received in November 2023 but the 4,687 shares have not been issued as of March 31, 2024.

Current wording

On November 9, 2023, the Company entered into a Subscription Agreement (the “2023 Q4 Galligan Subscription Agreement”) with the J and R Galligan Revocable Trust, managed by Mr. Galligan, a holder of between 15% and 20% of the Company’s shares of common stock and a member of the Company’s Board of Directors. Pursuant to the 2023 Q4 Galligan Subscription Agreement, the J and R Galligan Revocable Trust purchased shares of the Company’s common stock, par value 0.001 per share, in the aggregate amount of $7,500 at a purchase price of $1.60 per share, for a total of 4,687 shares of common stock. Simultaneously, the Company issued a warrant that entitles the J and R Galligan Revocable Trust to purchase 7,500 common stock at an exercise price of $2.00, expiring 4 years from the date of issuance in connection with the sale of common stock. Additionally, in connection with the 2023 Q4 Galligan Subscription Agreement, the Company issued 900 shares of its common stock to the J and R Galligan Revocable Trust as inducement shares. The proceeds of $7,500 were received in November 2023 and the 4,687 shares were issued on April 26, 2024.

Previous wording

On November 9, 2023, the Company entered into a Subscription Agreement (the “2023 Q4 Lucido Subscription Agreement”) with Louis C Lucido. Pursuant to the 2023 Q4 Lucido Subscription Agreement, Mr. Lucido purchased shares of the Company’s common stock, par value 0.001 per share, in the aggregate amount of $7,500 at a purchase price of $1.60 per share, for a total of 4,687 shares of common stock. Simultaneously, the Company issued a warrant that entitles Mr. Lucido to purchase 7,500 common stock at an exercise price of $2.00, expiring 4 years from the date of issuance in connection with the sale of common stock. Additionally, in connection with the 2023 Q4 Lucido Subscription Agreement, the Company issued 900 shares of its common stock to Mr. Lucido as inducement shares. The proceeds of $7,500 were received in November 2023 but the 4,687 shares have not been issued as of March 31, 2024.

Current wording

On November 9, 2023, the Company entered into a Subscription Agreement (the “2023 Q4 Lucido Subscription Agreement”) with Louis C Lucido. Pursuant to the 2023 Q4 Lucido Subscription Agreement, Mr. Lucido purchased shares of the Company’s common stock, par value 0.001 per share, in the aggregate amount of $7,500 at a purchase price of $1.60 per share, for a total of 4,687 shares of common stock. Simultaneously, the Company issued a warrant that entitles Mr. Lucido to purchase 7,500 common stock at an exercise price of $2.00, expiring 4 years from the date of issuance in connection with the sale of common stock. Additionally, in connection with the 2023 Q4 Lucido Subscription Agreement, the Company issued 900 shares of its common stock to Mr. Lucido as inducement shares. The proceeds of $7,500 were received in November 2023 and the 4,687 shares were issued on April 26, 2024.

Previous wording

On November 10, 2023, the Company issued an unsecured promissory note payable to a third party with principal and interest due August 10, 2024, with a stated interest rate of 8% per annum. The cash proceeds of the promissory note was $200,000, and the principal amount of the promissory note was $220,000. Upon the occurrence of any event of default that has not been cured within 30 calendar days from the date of the event of default, the outstanding balance shall immediately increase to 125% of the outstanding balance immediately prior to the occurrence of the event of default. The fair value of the event of default penalty put option, which was $26,730, was recognized as a derivative liability and debt discount on the consolidated balance sheet at issuance date. The balance outstanding as of March 31, 2024 and December 31, 2023 was $220,000. The interest expense during the three months ended March 31, 2024 was $4,388. In connection with the issuance of the promissory note, the Company issued the warrant that entitles the third party to purchase 200,000 common shares. The warrant shall have a term of four years with an exercise price of $2.00 and shall be equitably adjusted to offset the effect of any stock splits and similar events. As additional consideration for the debt, the Company issued 24,000 shares of common stock valued at $36,480. The Company allocated the proceeds based on the relative fair value of the debt, the warrants and the stock, resulting in the recognition of $140,355 of debt discount on such promissory note. On March 8, 2024, the Company entered into an amendment agreement to such promissory note. In accordance with the amendment, the parties agreed to modify the amortization payments of the unsecured promissory note. In exchange for the modification, the Company issued 15,000 shares of restricted stock to the debt holder at $1.00 per share for a total value of $15,000, which was recognized as debt discount. During the three months ended March 31, 2024, the Company amortized $57,717 of debt discount as interest expense.

Current wording

On November 10, 2023, the Company issued an unsecured promissory note payable to a third party with principal and interest due August 10, 2024, with a stated interest rate of 8% per annum. The cash proceeds of the promissory note was $200,000, and the principal amount of the promissory note was $220,000. Upon the occurrence of any event of default that has not been cured within 30 calendar days from the date of the event of default, the outstanding balance shall immediately increase to 125% of the outstanding balance immediately prior to the occurrence of the event of default. The fair value of the event of default penalty put option, which was $26,730, was recognized as a derivative liability and debt discount on the consolidated balance sheet at issuance date. The balance outstanding as of June 30, 2024 and December 31, 2023 was $220,000. The interest expense during the three months ended June 30, 2024 was $6,365. The interest expense during the six months ended June 30, 2024 was $10,753. In connection with the issuance of the promissory note, the Company issued the warrant that entitles the third party to purchase 200,000 common shares. The warrant shall have a term of four years with an exercise price of $2.00 and shall be equitably adjusted to offset the effect of any stock splits and similar events. As additional consideration for the debt, the Company issued 24,000 shares of common stock valued at $36,480. The Company allocated the proceeds based on the relative fair value of the debt, the warrants and the stock, resulting in the recognition of $140,355 of debt discount on such promissory note. On March 8, 2024, the Company entered into an amendment agreement to such promissory note. In accordance with the amendment, the parties agreed to modify the amortization payments of the unsecured promissory note. In exchange for the modification, the Company issued 15,000 shares of restricted stock to the debt holder at $1.00 per share for a total value of $15,000, which was recognized as debt discount. During the three months ended June 30, 2024, the Company amortized $64,299 of debt discount as interest expense. During the six months ended June 30, 2024, the Company amortized $122,016 of debt discount as interest expense.

Previous wording

On December 8, 2023, the Company issued an unsecured promissory note payable to a third party with principal and interest due September 8, 2024, with a stated interest rate of 8% per annum. The cash proceeds of the promissory note was $200,000, and the principal amount of the promissory note was $220,000. Upon the occurrence of any event of default that has not been cured within 30 calendar days from the date of the event of default, the outstanding balance shall immediately increase to 125% of the outstanding balance immediately prior to the occurrence of the event of default. The fair value of the event of default penalty put option, which was $26,730, was recognized as a derivative liability and debt discount on the consolidated balance sheet at issuance date. The balance outstanding as of March 31, 2024 and December 31, 2023 was $220,000. The interest expense during the three months ended March 31, 2024 was $4,388. In connection with the issuance of the promissory note, the Company issued the warrant that entitles the third party to purchase 200,000 common shares. The warrant shall have a term of four years with an exercise price of $2.00 and shall be equitably adjusted to offset the effect of any stock splits and similar events. As additional consideration for the debt, the Company issued 24,000 shares of common stock valued at $27,120. The Company allocated the proceeds based on the relative fair value of the debt, the warrants and the stock, resulting in the recognition of $123,270 of debt discount on such promissory note. On March 25, 2024, the Company entered into an amendment agreement to such promissory note. In accordance with the amendment, the parties agreed to modify the amortization payments of the unsecured promissory note. In exchange for the modification, the Company issued 15,000 shares of restricted stock to the debt holder at $0.89 per share for a total value of $13,350, which was recognized as debt discount. During the three months ended March 31, 2024, the Company amortized $50,116 of debt discount as interest expense.

Current wording

On December 8, 2023, the Company issued an unsecured promissory note payable to a third party with principal and interest due September 8, 2024, with a stated interest rate of 8% per annum. The cash proceeds of the promissory note was $200,000, and the principal amount of the promissory note was $220,000. Upon the occurrence of any event of default that has not been cured within 30 calendar days from the date of the event of default, the outstanding balance shall immediately increase to 125% of the outstanding balance immediately prior to the occurrence of the event of default. The fair value of the event of default penalty put option, which was $26,730, was recognized as a derivative liability and debt discount on the consolidated balance sheet at issuance date. The balance outstanding as of June 30, 2024 and December 31, 2023 was $220,000. The interest expense during the three months ended June 30, 2024 was $4,388. The interest expense during the six months ended June 30, 2024 was $8,776. In connection with the issuance of the promissory note, the Company issued the warrant that entitles the third party to purchase 200,000 common shares. The warrant shall have a term of four years with an exercise price of $2.00 and shall be equitably adjusted to offset the effect of any stock splits and similar events. As additional consideration for the debt, the Company issued 24,000 shares of common stock valued at $27,120. The Company allocated the proceeds based on the relative fair value of the debt, the warrants and the stock, resulting in the recognition of $123,270 of debt discount on such promissory note. On March 25, 2024, the Company entered into an amendment agreement to such promissory note. In accordance with the amendment, the parties agreed to modify the amortization payments of the unsecured promissory note. In exchange for the modification, the Company issued 15,000 shares of restricted stock to the debt holder at $0.89 per share for a total value of $13,350, which was recognized as debt discount. During the three months ended June 30, 2024, the Company amortized $56,910 of debt discount as interest expense. During the six months ended June 30, 2024, the Company amortized $107,026 of debt discount as interest expense.

Previous wording

On March 14, 2024, the Company issued an unsecured promissory note payable to a third party with principal and interest due December 14, 2024, with a stated interest rate of 8% per annum. The cash proceeds of the promissory note was $200,000, and the principal amount of the promissory note was $220,000. Upon the occurrence of any event of default that has not been cured within 30 calendar days from the date of the event of default, the outstanding balance shall immediately increase to 125% of the outstanding balance immediately prior to the occurrence of the event of default. The fair value of the event of default penalty put option, which was $26,730, was recognized as a derivative liability and debt discount on the consolidated balance sheet at issuance date. The balance outstanding as of March 31, 2024 was $220,000. The interest expense during the three months ended March 31, 2024 was $820. In connection with the issuance of the promissory note, the Company issued the warrant that entitles the third party to purchase 200,000 common shares. The warrant shall have a term of four years with an exercise price of $2.00 and shall be equitably adjusted to offset the effect of any stock splits and similar events. As additional consideration for the debt, the Company issued 24,000 shares of common stock valued at $22,080. The Company allocated the proceeds based on the relative fair value of the debt, the warrants and the stock, resulting in the recognition of $115,419 of debt discount on such promissory note. During the three months ended March 31, 2024, the Company amortized $8,787 of debt discount as interest expense.

Current wording

On March 14, 2024, the Company issued an unsecured promissory note payable to a third party with principal and interest due December 14, 2024, with a stated interest rate of 8% per annum. The cash proceeds of the promissory note was $200,000, and the principal amount of the promissory note was $220,000. Upon the occurrence of any event of default that has not been cured within 30 calendar days from the date of the event of default, the outstanding balance shall immediately increase to 125% of the outstanding balance immediately prior to the occurrence of the event of default. The fair value of the event of default penalty put option, which was $26,730, was recognized as a derivative liability and debt discount on the consolidated balance sheet at issuance date. The balance outstanding as of June 30, 2024 was $220,000. The interest expense during the three months ended June 30, 2024 was $12,440. The interest expense during the six months ended June 30, 2024 was $13,260. In connection with the issuance of the promissory note, the Company issued the warrant that entitles the third party to purchase 200,000 common shares. The warrant shall have a term of four years with an exercise price of $2.00 and shall be equitably adjusted to offset the effect of any stock splits and similar events. As additional consideration for the debt, the Company issued 24,000 shares of common stock valued at $22,080. The Company allocated the proceeds based on the relative fair value of the debt, the warrants and the stock, resulting in the recognition of $115,419 of debt discount on such promissory note. During the three months ended June 30, 2024, the Company amortized $47,039 of debt discount as interest expense. During the six months ended June 30, 2024, the Company amortized $55,826 of debt discount as interest expense.

Previous wording

As of March 31, 2024 and December 31, 2023, the Company owed $165,727 and $136,273 advances to Lourdes Felix.

Current wording

As of June 30, 2024 and December 31, 2023, the Company owed $200,243 and $136,273 advances to Lourdes Felix.

Previous wording

On August 29, 2023, the Company issued an unsecured promissory note payable to Louis C Lucido for $150,000 with principal and interest due August 29, 2024, with a stated interest rate of 8% per annum. The promissory note, together with all accrued interest, shall be converted into common shares at a conversion price of $2.00 per share on or before August 29, 2024. The balance outstanding as of March 31, 2024 and December 31, 2023 was $150,000. The interest expense during the three months ended March 31, 2024 was $2,992. In connection with the issuance of the promissory note, the Company issued the warrant that entitles Mr. Lucido to purchase 150,000 common shares. The warrant shall have a term of three years with an exercise price of $2.00 and shall be equitably adjusted to offset the effect of any stock splits and similar events. The Company allocated the proceeds based on the relative fair value of the debt and the warrants, resulting in the recognition of $87,724 of debt discount on such promissory note. As additional consideration for the debt, the Company issued 18,000 shares of common stock valued at $29,340, which was also recognized as debt discount. During the three months ended March 31, 2024, the Company amortized $29,185 of debt discount as interest expense.

Current wording

Since September 2022, the Company had received an aggregate of $296,426 advances from Louis C Lucido, a member of the Company’s Board of Directors. On August 29, 2023, the Company issued an unsecured promissory note payable to Louis C Lucido for $150,000 with principal and interest due August 29, 2024, with a stated interest rate of 8% per annum. The promissory note, together with all accrued interest, shall be converted into common shares at a conversion price of $2.00 per share on or before August 29, 2024. The interest expense during the three months ended June 30, 2024 was $789. The interest expense during the six months ended June 30, 2024 was $3,781. In connection with the issuance of the promissory note, the Company issued the warrant that entitles Mr. Lucido to purchase 150,000 common shares. The warrant shall have a term of three years with an exercise price of $2.00 and shall be equitably adjusted to offset the effect of any stock splits and similar events. The Company allocated the proceeds based on the relative fair value of the debt and the warrants, resulting in the recognition of $87,724 of debt discount on such promissory note. As additional consideration for the debt, the Company issued 18,000 shares of common stock valued at $29,340, which was also recognized as debt discount. During the three months ended June 30, 2024, the Company amortized $48,110 of debt discount as interest expense. During the six months ended June 30, 2024, the Company amortized $77,295 of debt discount as interest expense. On April 24, 2024, the Company entered into an Exchange Agreement (the “Louis 2024 Exchange Agreement”) with Mr. Lucido, pursuant to which Mr. Lucido agreed to exchange of the promissory note then outstanding of $446,426 and the accrued interest on the promissory note of $7,858 and director fees of $90,000 into the Company’s 460,477 shares of common stock at $1.18 per share. As of June 30, 2024 and December 31, 2023, the outstanding balance of advances from Mr. Lucido and promissory notes issued to Mr. Lucido was $0 and $275,000, respectively.

Previous wording

Total operating expenses for the three months ended March 31, 2024 and 2023 were $972,312 and $1,096,757, respectively, reflecting a decrease of $124,445.

Current wording

Total operating expenses for the three months ended June 30, 2024 and 2023 were $1,373,397 and $966,536, respectively, reflecting an increase of $406,861.

Previous wording

Interest expense for the three months ended March 31, 2024 and 2023 were $181,820 and $26,040, respectively. The increase is mainly due to (i) the issuance of four note payables with a stated interest rate of 8% per annum and (ii) the increased interest rates due to default on two note payables.

Current wording

Interest expense for the three months ended June 30, 2024 and 2023 were $317,907 and $27,489, respectively. The increase is mainly due to (i) the issuance of four note payables with a stated interest rate of 8% per annum, (ii) the increased interest rates due to default on two note payables, and (iii) the accrued interest owed to Pellecome.

Previous wording

During the three months ended March 31, 2024 and 2023, the Company recognized grant income of $112,963 as compared to $241,149 for the comparable period last year. The larger grant income in 2023 was due to on May 7, 2021, the FDA cleared the Company’s Investigational New Drug Application (IND) application for BICX104. On August 27, 2021, the Company received a Notice of Award from the United States Department of Health and Human Services for a grant from National Institute on Drug Abuse. The grant provides for $3,453,367 in funding during the third year subject to the terms and conditions specified in the grant, including satisfactory progress of project and the availability of funds. On March 31, 2022, the Company received a Notice of Award from the United States Department of Health and Human Services for a grant from National Institute on Drug Abuse. The grant provides for $99,431 in additional funding during the third year subject to the terms and conditions specified in the grant, including satisfactory progress of project and the availability of funds. The funds are available to reimburse the Company for certain incurred direct costs and 17% of indirect costs. Indirect costs are costs that are not directly related to the project itself but are required to conduct the research and are critical to the success of the project and organization as a whole.

Current wording

During the three months ended June 30, 2024 and 2023, the Company recognized grant income of $518,667 as compared to $248,006 for the comparable period last year. (i) The increase in grant income in 2024 was due to on March 1, 2024 the Company’s subsidiary BioCorRx Pharmaceuticals Inc received a Notice of Award from the United States Department of Health and Human Services for a grant from National Institute on Drug Abuse U01 for the Methamphetamine Use Disorder Studies. The grant provides for $4,131,122 in funding during the first year subjects to terms and conditions specified in the grant, including satisfactory progress of project and availability of funds and, (ii) On May 7, 2021, the FDA cleared the Company’s Investigational New Drug Application (IND) application for BICX104. On August 27, 2021, the Company received a Notice of Award from the United States Department of Health and Human Services for a grant from National Institute on Drug Abuse. The grant provides for $3,453,367 in funding during the third year subject to the terms and conditions specified in the grant, including satisfactory progress of project and the availability of funds. On March 31, 2022, the Company received a Notice of Award from the United States Department of Health and Human Services for a grant from National Institute on Drug Abuse. The grant provides for $99,431 in additional funding during the third year subject to the terms and conditions specified in the grant, including satisfactory progress of project and the availability of funds. The funds are available to reimburse the Company for certain incurred direct costs and 17% of indirect costs. Indirect costs are costs that are not directly related to the project itself but are required to conduct the research and are critical to the success of the project and organization as a whole.

Previous wording

For the three months ended March 31, 2024, the Company experienced a net loss of $1,237,463 compared with a net loss of $1,010,586 for the three months ended March 31, 2023. The increase in net loss is primarily due to the decreased revenues and grant income and increased interest expenses, net of decreased operating expenses.

Current wording

For the three months ended June 30, 2024, the Company experienced a net loss of $1,233,996 compared with a net loss of $923,547 for the three months ended June 30, 2023. The increase in net loss is primarily due to the increased operating expense and interest expenses, net of increased grant income.

Previous wording

Total net revenues for the three months ended March 31, 2024 were $3,620 compared with $40,442 for the three months ended March 31, 2023, reflecting a decrease of 91%. Sales/access fees for the three months ended March 31, 2024 and 2023 were $2,205 and $1,010, respectively, reflecting an increase of $1,195. The primary reason for the increase in 2024 is directly related to the increased number of patients treated at licensed clinics. Project support income for the three months ended March 31, 2024 and 2023 were $0 and $25,817, respectively, reflecting a decrease of $25,817. The project support income is generated from administrative support to Biotechnology research customers, which is recognized upon the transfer of promised goods to customers. The primary reason for the decrease in 2024 is directly related to the development of the new revenue stream during 2022 which ceased in January 2023. Distribution rights income for the three months ended March 31, 2024 and 2023 were $0 and $8,626, respectively, reflecting a decrease of $8,626. The primary reason for the decrease in distribution rights income was due to the deferred revenues from certain licenses were fully amortized. Membership/program fees for the three months ended March 31, 2024 and 2023 were $1,415 and $4,989, respectively. The primary reason for the decrease in 2024 was due to the decreased customers of the Company’s UnCraveRx™ Weight Loss Management Program.

Current wording

Total net revenues for the six months ended June 30, 2024 were $7,665 compared with $60,077 for the six months ended June 30, 2023, reflecting a decrease of 87%. Sales/access fees for the six months ended June 30, 2024 and 2023 were $2,205 and $10,255, respectively, reflecting a decrease of $8,050. The primary reason for the decrease in 2024 is directly related to the decreased number of patients treated at licensed clinics. Project support income for the six months ended June 30, 2024 and 2023 were $0 and $25,817, respectively, reflecting a decrease of $25,817. The project support income is generated from administrative support to Biotechnology research customers, which is recognized upon the transfer of promised goods to customers. The primary reason for the decrease in 2024 is directly related to the development of the new revenue stream during 2022 which ceased in January 2023. Distribution rights income for the six months ended June 30, 2024 and 2023 were $4,045 and $17,347, respectively, reflecting a decrease of $13,302. The primary reason for the decrease in distribution rights income was due to the deferred revenues from certain licenses were fully amortized. Membership/program fees for the six months ended June 30, 2024 and 2023 were $1,415 and $6,658, respectively. The primary reason for the decrease in 2024 was due to the decreased customers of the Company’s UnCraveRx™ Weight Loss Management Program.

Previous wording

The reasons for the decrease in 2024 are primarily due to (i) a decrease of $95,876 in payroll expense, from $206,079 for the three months ended March 31, 2023 to $110,203 for the three months ended March 31, 2024, (ii) a decrease of $47,980 in impairment of intellectual property from $47,980 for the three months ended March 31, 2023 to $0 for the three months ended March 31, 2024, (iii) a decrease of $28,311 in consulting expense, from $166,793 for the three months ended March 31, 2023 to $138,482 for three months ended March 31, 2024, (iv) a decrease of $23,553 in research and development expense and conclusion of the preclinical studies of BICX102/BICX104, from $237,387 for the three months ended March 31, 2023 to $213,834 for the three months ended March 31, 2024, and (iv) a decrease of $16,530 in advertising expenses from $29,148 for the three months ended March 31, 2023 to $12,618 for the three months ended March 31, 2024, partially offset by (i) an increase of $75,538 in stock based compensation from $79,216 for the three months ended March 31, 2023 to $154,754 for the three months ended March 31, 2024, and (ii) an increase of $34,218 in accounting and legal fees from $202,355 for the three months ended March 31, 2023 to $236,573 for the three months ended March 31, 2024.

Current wording

The reasons for the increase in 2024 are primarily due to (i) an increase of $293,690 in accounting and legal fees from $313,457 for the six months ended June 30, 2023 to $607,148 for the six months ended June 30, 2024, (ii) an increase of $274,390 in research and development expense from $475,806 for the six months ended June 30, 2023 to $750,196 for the six months ended June 30, 2024, and (iii) an increase of $142,553 in stock based compensation from $157,461 for the six months ended June 30, 2023 to $300,013 for the six months ended June 30, 2024, partially offset by (i) a decrease of $190,077 in payroll expense, from $406,625 for the six months ended June 30, 2023 to $216,549 for the six months ended June 30, 2024, (ii) a decrease of $63,356 in consulting expense, from $326,511 for the six months ended June 30, 2023 to $263,155 for six months ended June 30, 2024, (iii) a decrease of $47,980 in impairment of intellectual property from $47,980 for the six months ended June 30, 2023 to $0 for the six months ended June 30, 2024, and (iv) a decrease of $38,578 in advertising expenses from $62,786 for the six months ended June 30, 2023 to $24,208 for the six months ended June 30, 2024.

Previous wording

As of March 31, 2024, the Company had cash of $101,080. The following table provides a summary of the Company’s net cash flows from operating, investing, and financing activities.

Current wording

As of June 30, 2024, the Company had cash of $8,365. The following table provides a summary of the Company’s net cash flows from operating, investing, and financing activities.

Previous wording

The Company has historically sought and continue to seek financing from private sources to move its business plan forward. In order to satisfy the financial commitments, the Company had relied upon private party financing that has inherent risks in terms of availability and adequacy of funding. During the three months ended March 31, 2024 and 2023, the Company received $0 and $300,000, respectively, proceeds from common stock subscription agreements.

Current wording

The Company has historically sought and continue to seek financing from private sources to move its business plan forward. In order to satisfy the financial commitments, the Company had relied upon private party financing that has inherent risks in terms of availability and adequacy of funding. During the six months ended June 30, 2024 and 2023, the Company received $0 and $900,000, respectively, proceeds from common stock subscription agreements.

Previous wording

Net cash used in operating activities was $339,668 for the three months ended March 31, 2024 compared to $397,355 used in operating activities for the three months ended March 31, 2023. The decrease was primarily due to a decrease in net loss of $226,877 and a decrease in operating assets of $33,588, net a decrease in operating liabilities of $95,269 and non-cash adjustments of $222,883.

Current wording

Net cash used in operating activities was $491,541 for the six months ended June 30, 2024 compared to $968,898 used in operating activities for the six months ended June 30, 2023. The decrease was primarily due to an increase in operating liabilities of $624,690 and non-cash adjustments of $445,063, net an increase in net loss of $537,326 and an increase in operating assets of $55,070.

Previous wording

Net cash provided by financing activities decreased by $156,901, from $532,427 provided by financing activities for the three months ended March 31, 2023 to $375,526 cash provided by financing activities for the three months ended March 31, 2024.

Current wording

Net cash provided by financing activities decreased by $662,903, from $1,097,587 provided by financing activities for the six months ended June 30, 2023 to $434,684 cash provided by financing activities for the six months ended June 30, 2024.

Previous wording

During the three months ended March 31, 2023, the Company issued an unsecured promissory note payable to a third party for $50,000 with principal and interest due January 25, 2024, with a stated interest rate of 12.5% per annum.

Current wording

During the six months ended June 30, 2023, the Company issued an unsecured promissory note payable to a third party for $50,000 with principal and interest due January 25, 2024, with a stated interest rate of 12.5% per annum.

Previous wording

During the three months ended March 31, 2024, the Company received $29,454 advances from Lourdes Felix, and $146,426 advances from Mr. Lucido.

Current wording

During the six months ended June 30, 2024, the Company received $63,970 advances from Lourdes Felix, and $171,426 advances from Mr. Lucido.

Previous wording

During the three months ended March 31, 2023, the Company received $132,768 advances from Lourdes Felix, and $50,000 advances from Mr. Lucido.

Current wording

During the six months ended June 30, 2023, the Company received $133,273 advances from Lourdes Felix, and $50,000 advances from Mr. Lucido. During the six months ended June 30, 2023, the Company repaid $35,000 to Lourdes Felix.

Previous wording

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of March 31, 2024, the Company had a working capital deficit of $(7,016,537), and an accumulated deficit of $79,339,794. The Company has not yet generated any significant revenues, and has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve-month period since the date of the financial statements were issued.

Current wording

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of June 30, 2024, the Company had a working capital deficit of $(7,142,958), and an accumulated deficit of $80,557,140. The Company has not yet generated any significant revenues, and has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve-month period since the date of the financial statements were issued.