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 Numbers 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 Number UG3DA047925 and UH3DA047925.

Previous wording

Grant receivables were $314,170 and $76,266 as of September 30, 2024 and December 31, 2023, respectively. Deferred revenues related to the grant were $0 as of September 30, 2024 and December 31, 2023. $572,777 and $300,985 were recorded as grant income during the three months ended September 30, 2024 and 2023, respectively. $1,204,407 and $790,140 were recorded as grant income during the nine months ended September 30, 2024 and 2023, respectively.

Current wording

Grant receivables were $153,360 and $0 as of March 31, 2025 and December 31, 2024, respectively. Deferred revenues related to the grant were $56,590 as of March 31, 2025 and December 31, 2024. $413,979 and $112,963 were recorded as grant income during the three months ended March 31, 2025 and 2024, 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 September 30, 2024 and December 31, 2023 was $50,000. The interest expense during the three months ended September 30, 2024 and 2023 was $2,521 and $1,576, respectively. The interest expense during the nine months ended September 30, 2024 and 2023 was $7,250 and $4,264, respectively. The Company made an interest payment of $1,563 and $3,125, respectively, during the nine months ended September 30, 2024 and 2023. 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 September 30, 2024 and 2023, the Company amortized $0 and $1,513 of debt discount as interest expense, respectively. During the nine months ended September 30, 2024 and 2023, the Company amortized $395 and $4,093 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. 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 March 31, 2025 and December 31, 2024 was $61,250. The interest expense during the three months ended March 31, 2025 and 2024 was $0 and $2,236, respectively. The Company made an interest payment of $0 and $1,563, respectively, during the three months ended March 31, 2025 and 2024. During the three months ended March 31, 2025 and 2024, the Company amortized $3,483 and $0 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 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. The balance outstanding as of September 30, 2024 and December 31, 2023 was $150,000. The interest expense during the three months ended September 30, 2024 and 2023 was $3,715 and $822, respectively. The interest expense during the nine months ended September 30, 2024 was $9,699 and $822, respectively. 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 September 30, 2024 and 2023, the Company amortized $21,529 and $8,155 of debt discount as interest expense, respectively. During the nine months ended September 30, 2024, the Company amortized $80,896 and $8,155 of debt discount as interest expense, respectively.

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. On February 6, 2025, 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 February 6, 2025 to February 6, 2026. On August 6, 2025, the principal balance of the promissory note will begin to accrue 10% interest. The interest rate shall increase to 20% if a monthly payment is 30 days date. In exchange for the modification, the Company issued 79,500 shares of restricted stock to the debt holder at $0.35 per share for a total value of $27,825. 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 $22,514 was recognized during the three months ended March 31, 2025. The balance outstanding as of March 31, 2025 and December 31, 2024 was $177,000. The interest expense during the three months ended March 31, 2025 and 2024 was $0 and $2,992, respectively. During the three months ended March 31, 2025 and 2024, the Company amortized $8,732 and $29,684 of debt discount as interest expense, respectively.

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. 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 $52,664 was recognized during the thr…

Excerpt shortened here; the source contains the full paragraph.

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. 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 on July 11, 20…

Excerpt shortened here; the source contains the full paragraph.

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. 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 $13,665 was recognized during the thr…

Excerpt shortened here; the source contains the full paragraph.

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. 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 on August 23, …

Excerpt shortened here; the source contains the full paragraph.

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. 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 balance outstanding as of September 30, 2024 was $220,000. The interest expense during the three months ended September 30, 2024 was $4,340. The interest expense during the nine months ended September 30, 2024 was $17,600. During the three months ended September 30, 2024, the Company amortized $17,458 of debt discount as interest expense. During the nine months ended September 30, 2024, the Company amortized $73,284 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. 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 on July 11, 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 payment on or before December…

Excerpt shortened here; the source contains the full paragraph.

Previous 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 September 30, 2024 was $0. The interest expense during the nine months ended September 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 September 30, 2024, the Company amortized $0 of debt discount as interest expense. During the nine months ended September 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 a price of $1.18 per share based on the underlying market value of the common stock at the date of issuance. As of September 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.

Current wording

Since September 2022, the Company had received an aggregate of $1,479,026 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 three months ended March 31, 2025 and 2024 was $0 and $2,992, 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 three months ended March 31, 2025 and 2024, the Company amortized $0 and $29,185 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.

Previous wording

Total net revenues for the three months ended September 30, 2024 were $0 compared with $10,145 for the three months ended September 30, 2023, reflecting a decrease of 100%. Sales/access fees for the three months ended September 30, 2024 and 2023 were $0 and $390, respectively, reflecting a decrease of $390. The primary reason for the decrease in 2024 is directly related to the decreased number of patients treated at licensed clinics. Distribution rights income for the three months ended September 30, 2024 and 2023 were $0 and $8,817, respectively, reflecting a decrease of $8,817. 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 September 30, 2024 and 2023 were $0 and $938, 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 three months ended March 31, 2025 were $134,899 compared with $3,620 for the three months ended March 31, 2024, reflecting an increase of 3,627%. The primary reason for the increase in net revenues is directly related to the new Lucemyra® distribution sales. Sales/access fees for the three months ended March 31, 2025 and 2024 were $0 and $2,205, respectively, reflecting a decrease of $2,205. The primary reason for the decrease in 2025 is directly related to the decreased number of patients treated at licensed clinics. Membership/program fees for the three months ended March 31, 2025 and 2024 were $0 and $1,415, respectively. The primary reason for the decrease in 2025 was due to the decreased customers of the Company’s UnCraveRx™ Weight Loss Management Program. The supply and distribution net sales for the three months ended March 31, 2025 and 2024 were $134,899 and $0, respectively. BioCorRx Pharmaceuticals, Inc. entered into several exclusive and nonexclusive distribution agreements as part of the USWM LLC Asset Purchase Agreement dated March 4, 2025. The distribution arrangements may include: (i) that the Company grants rights to the counterparty to distribute the product, and (ii) the Company supplies the product. Under an exclusive distribution and supply arrangement, the services are not distinct, and revenue is recognized as a single performance obligation. Distribution sales are generated through the distribution arrangements. The Company receives a share of the net distributable profits earned by its distributors, which is recognized when one or more of the following events occur: (i) control of the asset transfers to the end customer; and (ii) the single performance obligation has been satisfied.

Previous wording

Total operating expenses for the three months ended September 30, 2024 and 2023 were $1,659,721 and $972,013, respectively, reflecting an increase of $687,708.

Current wording

Total operating expenses for the three months ended March 31, 2025 and 2024 were $1,072,845 and $972,312, respectively, reflecting an increase of $100,533.

Previous wording

The reasons for the increase in 2024 are primarily due to (i) an increase of $509,056 in stock based compensation from $81,330 for the three months ended September 30, 2023 to $590,386 for the three months ended September 30, 2024, (ii) an increase of $234,419 in accounting and legal fees from $72,355 for the three months ended September 30, 2023 to $306,774 for the three months ended September 30, 2024, and (iii) an increase of $173,176 in research and development expense from $286,962 for the three months ended September 30, 2023 to $460,138 for the three months ended September 30, 2024, partially offset by a decrease of $100,195 in payroll expense, from $196,510 for the three months ended September 30, 2023 to $96,316 for the three months ended September 30, 2024.

Current wording

The reasons for the increase in 2025 are primarily due to an increase of $163,660 in in accounting and legal fees from $236,573 for the three months ended March 31, 2024 to $400,232 for the three months ended March 31, 2025, offset by a decrease of $51,915 in research and development expense from $213,834 for the three months ended March 31, 2024 to $161,919 for the three months ended March 31, 2025.

Previous wording

Interest expense - related parties for the three months ended September 30, 2024 and 2023 were $158,267 and $169,582, respectively. The decrease is mainly due to the full amortization of debt discount upon the conversion of one promissory note into shares of common stock during 2024.

Current wording

Interest expense - related parties for the three months ended March 31, 2025 and 2024 were $160,128 and $186,828, respectively. The decrease was mainly due to the full amortization of certain debt discounts before 2025.

Previous wording

Loss on settlement of debt for the three months ended September 30, 2024 and 2023 were $123,563 and $0, respectively. The increase is mainly due to the amendments to three promissory notes during 2024, which were treated as an extinguishment of the old debts and an issuance of the new debts.

Current wording

Loss on settlement of debt for the three months ended March 31, 2025 and 2024 were $132,514 and $0, respectively. The increase is mainly due to the amendments to promissory notes during 2025, which were treated as an extinguishment of the old debts and an issuance of the new debts.

Previous wording

During the three months ended September 30, 2024 and 2023, the Company recognized grant income of $572,777 as compared to $300,985 for the comparable period last year. The increase in grant income in 2024 was due to:

Current wording

During the three months ended March 31, 2025 and 2024, the Company recognized grant income of $413,979 as compared to $112,963 for the comparable period last year. The increase in grant income in 2024 was due to:

Previous wording

For the three months ended September 30, 2024, the Company experienced a net loss of $1,513,010 compared with a net loss of $867,348 for the three months ended September 30, 2023. The increase in net loss is primarily due to the increased operating expense and interest expenses, net of increased grant income.

Current wording

For the three months ended March 31, 2025, the Company experienced a net loss of $851,764 compared with a net loss of $1,237,463 for the three months ended March 31, 2024. The decrease in net loss is primarily due to the increased revenues and grant income and decreased interest expenses, net of increased operating expenses.

Previous wording

As of September 30, 2024, the Company had cash of $90. The following table provides a summary of the Company’s net cash flows from operating, investing, and financing activities.

Current wording

As of March 31, 2025, the Company had cash of $24,142. 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 nine months ended September 30, 2024 and 2023, the Company received $0 and $900,000, 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.

Previous wording

Net cash used in operating activities was $849,084 for the nine months ended September 30, 2024 compared to $1,319,446 used in operating activities for the nine months ended September 30, 2023. The decrease was primarily due to an increase in operating liabilities of $915,441 and non-cash adjustments of $1,125,352, net an increase in net loss of $1,182,988 and an increase in operating assets of $387,443.

Current wording

Net cash used in operating activities was $689,623 for the three months ended March 31, 2025 compared to $339,668 used in operating activities for the three months ended March 31, 2024. The decrease was primarily due to non-cash adjustments of $24,779, an increase in operating assets of $352,062, and a decrease in operating liabilities of $358,813, but net a decrease in net loss of $385,699.

Previous wording

Net cash provided by financing activities decreased by $623,288, from $1,407,240 provided by financing activities for the nine months ended September 30, 2023 to $783,952 cash provided by financing activities for the nine months ended September 30, 2024.

Current wording

Net cash provided by financing activities increased by $250,206, from $375,526 provided by financing activities for the three months ended March 31, 2024 to $625,732 cash provided by financing activities for the three months ended March 31, 2025.

Previous wording

During the nine months ended September 30, 2024, the Company received $157,500 advances from Lourdes Felix, and $436,525 advances from Mr. Lucido. During the nine months ended September 30, 2024, the Company repaid $9,000 to Lourdes Felix.

Current wording

During the three months ended March 31, 2025, the Company received $33,100 advances from Lourdes Felix, and $600,000 advances from Mr. Lucido. During the three months ended March 31, 2025, the Company repaid $7,000 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 September 30, 2024, the Company had a working capital deficit of $(7,871,228), and an accumulated deficit of $82,044,527. 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 March 31, 2025, the Company had a working capital deficit of $(12,878,438), and an accumulated deficit of $84,050,549. 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.