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BioCorRx Inc.

For the period ended Dec 31, 2024. Filed Mar 31, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 31, 2025

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Previous report: 10-K

Period ended 2023-12-31; filed 2024-04-01.

0001477932-24-001705

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2024-12-31; filed 2025-03-31.

0001477932-25-002219

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 78 previous paragraphs and 81 current paragraphs.

40 unchanged; 19 reworded; 17 added; 16 removed; 3 previous and 5 current paragraphs rearranged.

Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (17)

Current report

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. 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. On July 11, 2024, the Company entered into a second amendment agreement to such promissory note. In accordance with the second amendment, the parties agreed to modify the maturity date of the note from August 10, 2024 to September 30, 2024. The amortization payments of the note were replaced with a single lump sum payment in the amount of $275,000. The principal and interest of such promissory note shall be convertible into common stock of the Company at $1.50 per share unless the Company does not make a payment on September 30, 2024, in which case the conversion price shall be $0.75. The exercise price of the warrants issued in connection with the original promissory note was amended from $2.00 per share to $1.50 per share unless the Company does not make a note payment on September 30, 2024, in which case the exercise price shall be $1.00 per share. In exchange for the modification, the Company issued 50,000 shares of restricted stock to the debt holder at $0.52 per share for a total value of $26,000. The amendment was treated as an extinguishment of the original debt and an issuance of the new debt, in which a debt extinguishment loss of $79,394 was recognized during the yea…

Excerpt shortened here; the source contains the full paragraph.

Current report

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. 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. On August 23, 2024, the Company entered into a second amendment agreement to such promissory note. In accordance with the second amendment, the parties agreed to modify the maturity date of the note from September 8, 2024 to October 31, 2024. The amortization payments of the note were replaced with a single lump sum payment in the amount of $275,000. The principal and interest of such promissory note shall be convertible into common stock of the Company at $1.50 per share unless the Company does not make a payment on October 31, 2024, in which case the conversion price shall be $0.75. The exercise price of the warrants issued in connection with the original promissory note was amended from $2.00 per share to $1.50 per share unless the Company does not make a note payment on October 31, 2024, in which case the exercise price shall be $1.00 per share. In exchange for the modification, the Company issued 50,000 shares of restricted stock to the debt holder at $0.30 per share for a total value of $15,000. The amendment was treated as an extinguishment of the original debt and an issuance of the new debt, in which a debt extinguishment loss of $40,394 was recognized during the yea…

Excerpt shortened here; the source contains the full paragraph.

Current report

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. 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. On July 11, 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. The principal and interest of such promissory note shall be convertible into common stock of the Company at $1.50 per share unless the Company does not make a note payment on September 14, 2024, in which case the conversion price shall be $0.75. The exercise price of the warrants issued in connection with the original promissory note was amended from $2.00 per share to $1.50 per share unless the Company does not make a note payment in September 2024, in which case the exercise price shall be $1.00 per share. In exchange for the modification, the Company issued 50,000 shares of restricted stock to the debt holder at $0.52 per share for a total value of $26,000. The amendment was treated as an extinguishment of the original debt and an issuance of the new debt, in which a debt extinguishment loss of $83,964 was recognized during the year ended December 31, 2024. On October 14, 2024, the Company entered into a second amendment agreement to such promissory note. In accordance with the amendment, the parties agreed to modify the maturity date of the note from December 14, 2024 to December 31, 2024. The amortization payments of the note were replaced with a single lump sum payment in the amount of $275,000. The principal and interest of such promissory note shall be convertible into common stock of the Company at $0.75 per share unless the Company does not make a note paymen…

Excerpt shortened here; the source contains the full paragraph.

Current report

As of December 31, 2024 and 2023, the Company owed $302,749 and $136,273 advances to Lourdes Felix, respectively.

Current report

On March 29, 2024, Harsha Murthy submitted his letter of resignation from his position as a member of the Board effective, April 2, 2024.

Current report

On April 24, 2024, the Company entered into an Exchange Agreement (the “Lourdes 2024 Exchange Agreement”) with Lourdes Felix, the Company’s Chief Executive Officer and Chief Financial Officer, pursuant to which Lourdes Felix agreed to exchange of the director fees of $265,000 into the Company’s 224,196 shares of common stock at $1.18 per share.

Current report

On October 31, 2024, the Company entered into an Exchange Agreement (the “Thomas 2024 Exchange Agreement”) with Thomas Welch, pursuant to which Thomas Welch agreed to exchange of outstanding consulting fees of $52,600 into the Company’s 164,068 shares of common stock at $0.32 per share.

Current report

Interest expense - related parties for the year ended December 31, 2024 and 2023 were $750,773 and $692,586, respectively. The increase are mainly due to (i) the fully amortization of debt discount upon the conversion of one promissory note into shares of common stock during 2024, and (ii) the imputed interest expense recognized for related party advances.

Current report

Interest expense for the year ended December 31, 2024 and 2023 were $776,780 and $194,041, respectively. The increase is mainly due to (i) the issuance of new promissory notes, (ii) the increased amortization of debt discount due to amendments to promissory notes, and (iii) the accrued interest owed to Pellecome.

Current report

The increase is mainly due to the amendments to promissory notes during 2024, which were treated as an extinguishment of the old debts and an issuance of the new debts.

Current report

(ii) 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.

Current report

Other miscellaneous income for the year ended December 31, 2024 and 2023 were $129,282 and $5,275, respectively. The increase was mainly due to Grant pass-through expenses.

Current report

During the year ended December 31, 2024, the Company issued an unsecured promissory note payable to a third party with principal and interest due December 14, 2024. The cash proceeds of the promissory note was $200,000, and the principal amount of the promissory note was $220,000.

Current report

During the year ended December 31, 2023, (i) the Company issued an unsecured promissory note payable to a third party for $50,000 with principal and interest due January 25, 2024; (ii) the Company issued an unsecured promissory note payable to one third party for $150,000 with principal and interest due September 6, 2024; (iii) 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; and (iv) 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.

Current report

During the year ended December 31, 2024, the Company received $177,477 advances from Lourdes Felix, and $754,025 advances from Mr. Lucido. During the year ended December 31, 2024, the Company repaid $11,000 to Lourdes Felix.

Current report

During the year ended December 31, 2023, the Company received $171,273 advances from Lourdes Felix, and $200,000 advances from Mr. Lucido. During the year ended December 31, 2023, the Company repaid $35,000 to Lourdes Felix.
Removed paragraphs (16)

Previous report

On March 1, 2024 BioCorRx Pharmaceuticals Inc. was awarded a 3-year grant for approximately $11 million from the National Institute on Drug Abuse (NIDA), part of the National Institutes of Health (NIH), under award number U01DA059994 for the development of BICX104, a subcutaneous, long-duration naltrexone implantable pellet, alone or in conjunction with bupropion for the treatment of methamphetamine use disorder (MUD).

Previous report

In December 2019, a novel strain of coronavirus (“COVID-19”) surfaced. The spread of COVID-19 around the world in the first quarter of 2020 has caused significant volatility in U.S. and international markets. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and international economies and, as such, the Company is unable to determine if it will have a material impact to its operations.

Previous report

On March 16, 2023, the Company received $50,000 advances from Louis C Lucido, a member of the Company’s Board of Directors. The balance outstanding as of December 31, 2023 was $50,000.

Previous report

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 as of December 31, 2023. The balance outstanding as of December 31, 2023 was $220,000. The interest expense during the year ended December 31, 2023 was $2,459. 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. During the year ended December 31, 2023, the Company amortized $31,100 of debt discount as interest expense.

Previous report

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 as of December 31, 2023. The balance outstanding as of December 31, 2023 was $220,000. The interest expense during the year ended December 31, 2023 was $1,109. 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. During the year ended December 31, 2023, the Company amortized $12,546 of debt discount as interest expense.

Previous report

Interest expense - related parties for the year ended December 31, 2023 and 2022 were $692,586 and $935,806, respectively. During 2022, one promissory note issued to a related party went into default. Based on the terms of the promissory note, the Company issued warrants to the related party as additional consideration to cure the default. The decrease of related parties interest expense is mainly due to the recognition of the fair value of such warrants as interest expense.

Previous report

Interest expense for the year ended December 31, 2023 and 2022 were $194,041 and $150,969, respectively. The increase is mainly due to (i) the issuance of one note payable with a stated interest rate of 13% per annum and (ii) the issuance of three note payables with a stated interest rate of 8% per annum during 2023.

Previous report

During the year ended December 31, 2023, the Company issued an aggregate of 183,606 shares of its common stock in connection with conversion of promissory notes and accrued interest, resulting in $34,338 of loss on settlement of debt recognized for the difference between the fair value of common stock issued and the carrying value of the debt.

Previous report

During the year ended December 31, 2022, the Company issued an aggregate of 485,220 shares of its common stock in connection with conversion of promissory notes and accounts payable, resulting in $198,939 of loss on settlement of debt recognized for the difference between the fair value of common stock issued and the carrying value of the debt.

Previous report

The Company initiated litigation in 2019 based on a claim that Pellecome and Dr. Orbeck utilized the Company’s confidential information to advance their own weight loss product. The Company dismissed this litigation without prejudice in July 2021. On March 30, 2022, the court entered judgment in favor of Pellecome as an individual defendant whereby the Company was ordered to pay Pellecome total costs and attorneys’ fees of $235,886. Pursuant to the judgment, this amount is accruing interest at the rate of ten percent (10%) per annum from October 6, 2021 (the date of the original award of attorneys’ fees by the court which was followed by a number of filings by each party through February 2022). The Company has not yet paid any amount to Pellecome. On May 27, 2022, the Company filed a notice of appeal with California Superior Court for Orange County regarding the March 30, 2022 judgment entered in favor of Pellecome. On February 2, 2023, the Company filed a motion requesting the California Superior Court for Orange County reverse and remand its prior ruling, including reversing the granting of Pellecome $222,933 in attorney’s fees. While the Company cannot predict the outcome of this matter, the Company has accrued $322,000 as a loss contingency for this matter. On October 4, 2023 the Court of Appeal of the State of California upheld the March 30, 2022 judgement in favor of Pellecome whereby $222,933 was awarded in attorney’s fees. On January 5, 2024 the California Superior Court for Orange County entered an amended judgement of $332,503 in favor of Pellecome for costs and attorneys’ fees, this amount includes accrued interest of $57,412. As of December 31, 2023 The Company has accrued $322,000 as a loss contingency for this matter.

Previous report

Other miscellaneous income for the year ended December 31, 2023 and 2022 were $5,275 and $139,381, respectively. The larger other miscellaneous income during the year ended December 31, 2022 was mainly generated by the forgiveness of the PPP loan on August 22, 2022.

Previous report

During the year ended December 31, 2023, the Company entered into five subscription agreements pursuant to which the Company issued an aggregate of 518,801 shares of common stock for gross proceeds of $915,000. Of the 518,801 shares of common stock, 1,800 shares were issued as inducement shares for the investors to subscribe to shares at a price of $1.60 per share for gross proceeds of $15,000. The proceeds were received in November 2023 but the shares have not been issued as of December 31, 2023. The Company issued 340,505 shares of common stock for proceeds of $1,250,000 during the year ended December 31, 2022.

Previous report

On March 16, 2023, the Company received $50,000 advances from Louis C Lucido, a member of the Company’s Board of Directors. The balance outstanding as of December 31, 2023 was $50,000.

Previous report

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. The balance outstanding as of December 31, 2023 was $220,000.

Previous report

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. The balance outstanding as of December 31, 2023 was $220,000.
Reworded paragraphs (19)

Previous wording

In August 2017, the Company announced that it had decided to seek U.S. Food and Drug Administration (the “FDA”) approval on BICX102. BICX102 is a long-acting naltrexone implant that can last several months being developed for opioid dependence and alcohol use disorders. The pre-IND meeting date for BICX102 took place on January 24, 2018. On February 12, 2018, the Company announced that the FDA deemed the 505(b)(2) pathway as an acceptable route for approval for BICX102.. A grant application was submitted to the National Institutes of Health on May 14, 2018 for funding the development and study plans for BICX102. On January 17, 2019, the Company received a Notice of Award from the United States Department of Health and Human Services for a grant from the National Institutes of Health (“NIH”) in support of BICX102/BICX104 from the National Institute on Drug Abuse. The grant provided for (i) $2,842,430 in funding during the first year and (ii) $2,831,838 during the second year subject to the terms and conditions specified in the grant, including satisfactory progress of project and the availability of funds. In January 2020, the Company was awarded a second year of funding from the National Institute on Drug Abuse (“NIDA”) to support the development of a 3-month implantable depot pellet of naltrexone for the treatment of Opioid Use Disorder, which the Company refers to as BICX102/BICX104. The grant provided for $2,831,838 during the second year subject to the terms and conditions specified in the grant, including satisfactory progress of project and availability of funds. BICX102 is an implantable pellet of naltrexone that was the original product candidate and BICX104 is another pellet of naltrexone that subsequently became the lead product candidate with minor excipient differences between the BICX102 and 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 for BICX104. 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. Grant receivables were $76,266 and $122,652 as of December 31, 2023 and 2022, respectively. Deferred revenues related to the grant were $0 as of December 31, 2023 and 2022. $932,996 and $1,789,496 were recorded as grant income during the year ended December 31, 2023 and 2022, respectively.

Current wording

In August 2017, the Company announced that it had decided to seek U.S. Food and Drug Administration (the “FDA”) approval on BICX102. BICX102 is a long-acting naltrexone implant that can last several months being developed for opioid dependence and alcohol use disorders. The pre-IND meeting date for BICX102 took place on January 24, 2018. On February 12, 2018, the Company announced that the FDA deemed the 505(b)(2) pathway as an acceptable route for approval for BICX102. A grant application was submitted to the National Institutes of Health on May 14, 2018 for funding the development and study plans for BICX102. On January 17, 2019, the Company received a Notice of Award from the United States Department of Health and Human Services for a grant from the National Institutes of Health (“NIH”) in support of BICX102/BICX104 from the National Institute on Drug Abuse. The grant provided for (i) $2,842,430 in funding during the first year and (ii) $2,831,838 during the second year subject to the terms and conditions specified in the grant, including satisfactory progress of project and the availability of funds. In January 2020, the Company was awarded a second year of funding from the National Institute on Drug Abuse (“NIDA”) to support the development of a 3-month implantable depot pellet of naltrexone for the treatment of Opioid Use Disorder, which the Company refers to as BICX102/BICX104. The grant provided for $2,831,838 during the second year subject to the terms and conditions specified in the grant, including satisfactory progress of project and availability of funds. BICX102 is an implantable pellet of naltrexone that was the original product candidate and BICX104 is another pellet of naltrexone that subsequently became the lead product candidate with minor excipient differences between the BICX102 and 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 for BICX104. 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.

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 promissory note is currently at default as of the filing date of the Form 10-K. Under the terms of the note the Company shall pay quarterly interest payments of $1,563. The balance outstanding as of December 31, 2023 was $50,000. The interest expense during the year ended December 31, 2023 was $5,839. The Company made an interest payment of $4,688 during the year ended December 31, 2023. If the Company fails to make any payment due under the terms of the promissory note, the stated interest rate of the note shall be increased to 20%. 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 year ended December 31, 2023, the Company amortized $5,605 of debt discount as interest expense.

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. 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. On November 13, 2024, the Company entered into an amendment agreement to such promissory note. In accordance with the amendment, the parties agreed to modify the maturity date of the note from January 25, 2024 to January 31, 2025. The amortization payments of the note were replaced with a single lump sum payment in the amount of $61,250. In exchange for the modification, the Company issued 12,500 shares of restricted stock to the debt holder at $0.31 per share for a total value of $3,875, which was recognized as debt discount. The balance outstanding as of December 31, 2024 and 2023 was $61,250 and $50,000, respectively. The interest expense during the year ended December 31, 2024 and 2023 was $6,661 and $5,839, respectively. The Company made an interest payment of $1,563 and $4,688, respectively, during the year ended December 31, 2024 and 2023. During the year ended December 31, 2024 and 2023, the Company amortized $5,787 and $5,605 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 December 31, 2023 was $150,000. The interest expense during the year ended December 31, 2023 was $3,847. 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 year ended December 31, 2023, the Company amortized $38,164 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 interest rate was increased to 15% on September 6, 2024 due to default. The third party has the option to select the repayment in cash or in stock of the Company at $2.00 per share. 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. On October 7, 2024, the Company entered into an amendment agreement to such promissory note. In accordance with the amendment, the parties agreed to modify the maturity date of the note from September 6, 2024 to February 6, 2025. The amortization payments of the note were replaced with a single lump sum payment in the amount of $177,000. In exchange for the modification, the Company issued 37,500 shares of restricted stock to the debt holder at $0.30 per share for a total value of $11,250, which was recognized as debt discount. The balance outstanding as of December 31, 2024 and 2023 was $177,000 and $150,000, respectively. The interest expense during the year ended December 31, 2024 and 2023 was $8,153 and $3,847, respectively. During the year ended December 31, 2024 and 2023, the Company amortized $99,185 and $38,164 of debt discount as interest expense, respectively.

Previous wording

Effective as of October 30, 2023, Lourdes Felix, the Company’s Chief Executive Officer and Chief Financial Officer, assumed Mr. Granier’s responsibilities during his paid administrative leave of absence. Ms. Felix’s compensation remains unchanged.

Current wording

On October 30, 2023, the Board approved Brady Granier’s request for a paid administrative leave of absence from his position as the President of the Company for the period between October 30, 2023 and January 30, 2024. Effective as of October 30, 2023, Lourdes Felix, the Company’s Chief Executive Officer and Chief Financial Officer, assumed Mr. Granier’s responsibilities during his paid administrative leave of absence. Ms. Felix’s compensation remains unchanged.

Previous wording

On October 30, 2023, the Company’s Board of Directors approved Brady Granier’s request for a paid administrative leave of absence from his position as the President of the Company for the period between October 30, 2023 and January 30, 2024. On December 29, 2023, Brady Granier submitted his letter of resignation as President of the Company and Chief Executive Officer of BioCorRx Pharmaceuticals, effective January 31, 2024. Mr. Granier will continue to serve as a member of the Company’s board of directors.

Current wording

On December 29, 2023, Brady Granier submitted his letter of resignation as President of the Company and Chief Executive Officer of BioCorRx Pharmaceuticals, effective January 31, 2024. On March 29, 2024, Mr. Granier submitted his letter of resignation from his position as a member of the Board, effective March 31, 2024.

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, currently a holder of approximately 15% 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 December 31, 2023.

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 December 31, 2023.

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 August 29, 2023, the Company issued an unsecured promissory note payable to Louis C Lucido, a member of the Company’s Board of Directors, 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 December 31, 2023 was $150,000. The interest expense during the year ended December 31, 2023 was $4,077. 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 year ended December 31, 2023, the Company amortized $39,770 of debt discount as interest expense.

Current wording

Since September 2022, the Company had received an aggregate of $879,026 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 year ended December 31, 2024 and 2023 was $3,781 and $4,077, respectively. 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 year ended December 31, 2024 and 2023, the Company amortized $77,295 and $39,770 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 $150,000 and the related party advances of $296,426 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 a price of $1.18 per share based on the underlying market value of the common stock at the date of issuance. On October 14, 2024, the Company entered into an Exchange Agreement (the “Louis 2024 Q4 Exchange Agreement”) with Mr. Lucido, pursuant to which Mr. Lucido agreed to exchange of the related party advances of $357,600 and director fees of $30,000 into the Company’s 1,105,218 shares of common stock at $0.35 per share. As of December 31, 2024 and 2023, the outstanding balance of advances from Mr. Lucido was $225,000 and $125,000, respectively. As of December 31, 2024 and 2023, the outstanding balance of promissory notes issued to Mr. Lucido was $0 and $150,000, respectively.

Previous wording

Total net revenues for the year ended December 31, 2023 were $89,160 compared with $213,841 for the year ended December 31, 2022, reflecting a decrease of 58%. Sales/access fees for the year ended December 31, 2023 and 2022 were $20,852 and $14,360, respectively, reflecting an increase of $6,492. The primary reason for the increase in 2023 is directly related to the increased number of patients treated at licensed clinics. Project support income for the year ended December 31, 2023 and 2022 were $25,817 and $150,578, respectively, reflecting a decrease of $124,761. 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 2023 is directly related to the development of the new revenue stream during 2022 which ceased in January 2023. Distribution rights income for the year ended December 31, 2023 and 2022 were $33,256 and $37,293, respectively, reflecting a decrease of $4,037. 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 year ended December 31, 2023 and 2022 were $9,235 and $11,610, respectively. The primary reason for the decrease in 2023 was due to the decreased customers of the Company’s UnCraveRx™ Weight Loss Management Program.

Current wording

Total net revenues for the year ended December 31, 2024 were $7,665 compared with $89,160 for the year ended December 31, 2023, reflecting a decrease of 91%. Sales/access fees for the year ended December 31, 2024 and 2023 were $2,205 and $20,852, respectively, reflecting a decrease of $18,647. 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 year ended December 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 year ended December 31, 2024 and 2023 were $4,045 and $33,256, respectively, reflecting a decrease of $29,211. 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 year ended December 31, 2024 and 2023 were $1,415 and $9,235, 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

Total operating expenses for the year ended December 31, 2023 and 2022 were $3,876,956 and $4,911,836, respectively, reflecting a decrease of $1,034,880.

Current wording

Total operating expenses for the year ended December 31, 2024 and 2023 were $5,130,170 and $3,876,956, respectively, reflecting an increase of $1,253,214.

Previous wording

The reasons for the decrease in 2023 are primarily due to (i) a decrease of $568,395 in research and development expense and conclusion of the preclinical studies of BICX102/BICX104, from $1,459,458 for the year ended December 31, 2022 to $891,063 for the year ended December 31, 2023, (ii) a decrease of $212,794 in advertising expenses from $325,965 for the year ended December 31, 2022 to $113,170 for the year ended December 31, 2023, (iii) a decrease of $138,971 in payroll expense, from $931,305 for the year ended December 31, 2022 to $792,334 for the year ended December 31, 2023, and (iv) a decrease of $100,926 in consulting expense, from $732,173 for the year ended December 31, 2022 to $631,247 for the year ended December 31, 2023.

Current wording

(i) an increase of $855,558 in stock based compensation from $320,375 for the year ended December 31, 2023 to $1,175,933 for the year ended December 31, 2024, (ii) an increase of $674,478 in accounting and legal fees from $522,001 for the year ended December 31, 2023 to $1,196,479 for the year ended December 31, 2024, and (iii) an increase of $591,814 in research and development expense from $891,063 for the year ended December 31, 2023 to $1,482,877 for the year ended December 31, 2024, partially offset by (i) a decrease of $386,026 in payroll expense, from $792,334 for the year ended December 31, 2023 to $406,308 for the year ended December 31, 2024, (ii) a decrease of $115,938 in consulting expense, from $631,247 for the year ended December 31, 2023 to $515,309 for year ended December 31, 2024, (iii) a decrease of $79,664 in advertising expenses from $113,170 for the year ended December 31, 2023 to $33,506 for the year ended December 31, 2024, and (iv) a decrease of $64,224 in rent expenses from $138,932 for the year ended December 31, 2023 to $74,708 for the year ended December 31, 2024.

Previous wording

Loss on settlement of debt for the year ended December 31, 2023 and 2022 were $34,338 and $198,939, respectively.

Current wording

Loss on settlement of debt for the year ended December 31, 2024 and 2023 were $164,602 and $34,338, respectively.

Previous wording

During the year ended December 31, 2023, the Company recognized grant income of $932,996 as compared to $1,789,496 for the comparable period last year. The larger grant income in 2022 was due 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. 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

(i) 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 UH3. 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 the organization as a whole.

Previous wording

For the year ended December 31, 2023, the Company experienced a net loss of $3,770,490 compared with a net loss of $4,376,832 for the year ended December 31, 2022. The decrease in net loss is primarily due to the decreased operating expenses, net of decreased revenues.

Current wording

For the year ended December 31, 2024, the Company experienced a net loss of $5,212,102 compared with a net loss of $3,770,490 for the year ended December 31, 2023. The increase in net loss is primarily due to the increased operating expense and interest expenses, net of increased grant income.

Previous wording

As of December 31, 2023, the Company had cash of $65,222. The following table provides a summary of the Company’s net cash flows from operating, investing, and financing activities.

Current wording

As of December 31, 2024, the Company had cash of $88,033. 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 year ended December 31, 2023 and 2022, the Company received $915,000 and $1,250,000, 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 year ended December 31, 2024 and 2023, the Company received $0 and $915,000, respectively, proceeds from common stock subscription agreements.

Previous wording

Net cash used in operating activities was $1,853,282 for the year ended December 31, 2023 compared to $2,041,773 used in operating activities for the year ended December 31, 2022. The decrease was primarily due to a decrease in net loss of $606,342 and a decrease in operating assets of $232,205, net a decrease in operating liabilities of $138,810 and non-cash adjustments of $511,246.

Current wording

Net cash used in operating activities was $1,096,254 for the year ended December 31, 2024 compared to $1,853,282 used in operating activities for the year ended December 31, 2023. The decrease was primarily due to an increase in operating liabilities of $840,740 and non-cash adjustments of $1,389,780, net an increase in net loss of $1,441,612 and an increase in operating assets of $31,880.

Previous wording

Net cash provided by financing activities decreased by $174,661, from $2,024,550 provided by financing activities for the year ended December 31, 2022 to $1,849,889 cash provided by financing activities for the year ended December 31, 2023.

Current wording

Net cash provided by financing activities decreased by $730,824, from $1,849,889 provided by financing activities for the year ended December 31, 2023 to $1,119,065 cash provided by financing activities for the year ended December 31, 2024.

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 December 31, 2023, the Company had a working capital deficit of $(6,244,090), and an accumulated deficit of $78,103,018. 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 December 31, 2024, the Company had a working capital deficit of $(8,089,619), and an accumulated deficit of $83,209,142. 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.
Rearranged current paragraphs (5)

Current report — wording carried from elsewhere

Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Current report — wording carried from elsewhere

On March 1, 2024, the Company’s subsidiary BioCorRx Pharmaceuticals Inc. was awarded a grant of $11,029,977 from the National Institutes of Health’s National Institute on Drug Abuse, ("NIDA"). The grant provides the Company with additional resources for the ongoing research of BICX104, a sustained release naltrexone implant for the treatment of methamphetamine use disorder (MUD). The grant provides for (i) $4,131,123 in funding during the first year, (ii) $3,638,268 during the second-year, and (iii) $3,260,586 during the third-year subject to the terms and conditions specified in the grant, including satisfactory progress of project and the availability of funds. Government grants are agreements that generally provide cost reimbursement for certain types of expenditures in return for research and development activities over a contractually defined period.

Current report — wording carried from elsewhere

Grant receivables were $0 and $76,266 as of December 31, 2024 and 2023, respectively. Deferred revenues related to the grant were $56,590 and $0 as of December 31, 2024 and 2023, respectively. $1,473,276 and $932,996 were recorded as grant income during the year ended December 31, 2024 and 2023, respectively.

Current report — wording carried from elsewhere

The reasons for the increase in 2024 are primarily due to:

Current report — wording carried from elsewhere

During the year ended December 31, 2024, the Company recognized grant income of $1,473,276 as compared to $932,996 for the comparable period last year. The increase in grant income in 2024 was due to:
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

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 promissory note is currently at default as of the filing date of the Form 10-K. Under the terms of the note the Company shall pay quarterly interest payments of $1,563. The balance outstanding as of December 31, 2023 was $50,000.

Previous report — wording carried elsewhere

On August 29, 2023, the Company issued an unsecured promissory note payable to Louis C Lucido, a member of the Company’s Board of Directors, 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 December 31, 2023 was $150,000.

Previous report — wording carried elsewhere

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 December 31, 2023 was $150,000.