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BioCorRx Inc.

For the period ended Mar 31, 2026. Filed May 15, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 15, 2026

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What changed in Management’s Discussion and Analysis?

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Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-14.

0001477932-25-008319

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-15.

0001477932-26-003159

ITEM 2. 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 109 previous paragraphs and 87 current paragraphs.

52 unchanged; 20 reworded; 15 added; 28 removed; 9 previous and 0 current paragraphs rearranged.

Tables are not compared: 3 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 (15)

Current report

Early research related to BICX102 and BICX104 was previously supported by cooperative agreements with the National Institute on Drug Abuse (“NIDA”) of the National Institutes of Health.

Current report

On March 26, 2026, BioCorRx Inc. entered into stock exchange agreements with certain related parties, including executive officers and members of the Board of Directors, pursuant to a plan of reorganization. Under these agreements, BioCorRx Inc. acquired an additional 12.15% ownership interest in BioCorRx Pharmaceuticals, Inc. in exchange for an issuance of 2,263,371 shares of common stock.

Current report

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

Current report

The shares of the Company’s common stock issued in the Exchange constitute the sole consideration to the Shareholders and no cash or other property was paid or transferred in connection with the Exchange. The Exchange closed on March 27, 2026.

Current report

The stock exchange agreement contains representations and warranties of the Company and the Shareholders which are typical for transactions of this type. In addition, the agreement also provides the Shareholders certain registration rights for the shares issued in the Exchange, subject to certain limitations.

Current report

On March 13, 2026, the Company entered into a sixth amendment agreement to a promissory note, which was originally issued to a third party on November 10, 2023. In accordance with the amendment, the parties agreed to modify the maturity date of the note from February 28, 2026 to September 30, 2026. The principal amount due was increased by $30,000. In exchange for the modification, the Company issued 50,000 shares of restricted stock to the debt holder at $0.40 per share for a total value of $20,000. During the three months ended March 31, 2026, the Company made principal payments of $30,000. The balance outstanding as of March 31, 2026 was $285,852.

Current report

The Company has entered into multiple amendments to a promissory note, which was originally issued to a third party on December 8, 2023. After those amendments, the promissory note has a principal of $330,000, bears interest at 5% per annum, matures on March 31, 2026, and is convertible into common stock of the Company at a conversion price of $0.34 per share. During the three months ended March 31, 2026, the Company made principal payments of $15,000. The principal balance outstanding as of March 31, 2026 was $285,000.

Current report

On March 13, 2026, the Company entered into a fifth amendment agreement to a promissory note, which was originally issued to a third party on March 14, 2024. In accordance with the amendment, the parties agreed to modify the maturity date of the note from February 28, 2026 to September 30, 2026. The principal amount due was increased by $30,000. In exchange for the modification, the Company issued 50,000 shares of restricted stock to the debt holder at $0.40 per share for a total value of $20,000. During the three months ended March 31, 2026, the Company made principal payments of $30,000. The balance outstanding as of March 31, 2026 was $285,852.

Current report

On February 15, 2026, Mr. Lucido entered into the 2026 Q1 Subscription Agreement to purchase a total of 1,470,588 shares of common stock for a total purchase price of $500,000.

Current report

On March 26, 2026, BioCorRx Inc. entered into stock exchange agreements with certain related parties, including executive officers and members of the Board of Directors, pursuant to a plan of reorganization. Under these agreements, BioCorRx Inc. acquired an additional 12.15% ownership interest in BioCorRx Pharmaceuticals, Inc. in exchange for an issuance of 2,263,371 shares of common stock.

Current report

Total operating expenses for the three months ended March 31, 2026 and 2025 were $1,170,539 and $1,072,845, respectively, reflecting an increase of $97,694.

Current report

Interest expense for the three months ended March 31, 2026 and 2025 were $31,041 and $87,483, respectively. The decrease was mainly due to the full amortization of certain debt discounts before 2026.

Current report

During the three months ended March 31, 2026, the Company received $85,904 advances from Mr. Lucido and repaid $5,000 to Lourdes Felix.

Current report

During the three months ended March 31, 2026, Mr. Lucido entered into the 2026 Q1 Subscription Agreement to purchase a total of 1,470,588 shares of common stock for a total purchase price of $500,000.

Current report

During the three months ended March 31, 2026, the Company repaid $75,000 of notes payable owed to third parties.
Removed paragraphs (28)

Previous report

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 report

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 September 30, 2025 and December 31, 2024 was $61,250. The interest expense during the three months ended September 30, 2025 and 2024 was $0 and $2,521, respectively. The interest expense during the nine months ended September 30, 2025 and 2024 was $0 and $9,699, respectively. The Company made an interest payment of $0 and $1,563, respectively, during the nine months ended September 30, 2025 and 2024. During the three months ended September 30, 2025 and 2024, the Company amortized $0 debt discount as interest expense. During the nine months ended September 30, 2025 and 2024, the Company amortized $0 and $395 of debt discount as interest expense, respectively.

Previous report

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 on February 6, 2025. The balance outstanding as of September 30, 2025 and December 31, 2024 was $177,000. The interest expense during the three months ended September 30, 2025 and 2024 was $0 and $2,992, respectively. The interest expense during the nine months ended September 30, 2025 and 2024 was $0 and $5,984, respectively. During the three months ended September 30, 2025 and 2024, the Company amortized $1,339 and $21,529 of debt discount as interest expense, respectively. During the nine months ended September 30, 2025 and 2024, the Company amortized $3,434 and $80,696 of debt discount as interest expense, respectively.

Previous report

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 report

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 report

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 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 on July 11, 20…

Excerpt shortened here; the source contains the full paragraph.

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 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 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 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 report

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 and nine months ended September 30, 2025 and 2024 was $0 and $3,781, 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 September 30, 2025 and 2024, the Company amortized $0 of debt discount as interest expense. During the nine months ended September 30, 2025 and 2024, the Company amortized $0 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 report

As of September 30, 2025, the Company owed $1,018,493.15 to Mr. Kent Emry pursuant to a promissory note dated September 1, 2021. Pursuant to a notice of acceleration of this debt sent by Mr. Emry on October 1, 2025, the Company was given [10] calendar days to fully repay the amount. Following Mr. Lucido’s subscription purchase of $1,018,000 as disclosed below, payment of the total outstanding balance of $1,018,493.15 was made in full on October 24, 2025, thereby satisfying the promissory note in its entirety.

Previous report

On October 21, 2025, Lou Lucido, President and a member of the Board of Directors of the Company, entered into a Subscription Agreement with the Company for an aggregate purchase price of $1,018,000 in exchange for 2,908,573 shares of Common Stock and one warrant to purchase 500,000 shares of Common Stock exercisable for five (5) years at an exercise price of $0.35 per share (the “Lucido Subscription Agreement”). The Lucido Subscription Agreement contains the same representations and warranties, and piggyback registration rights as the September Purchase Agreement.

Previous report

Total operating expenses for the three months ended September 30, 2025 and 2024 were $2,580,811 and $1,659,721, respectively, reflecting an increase of $921,090. The reasons for the increase in 2025 are primarily due to an increase of $544,522 in research and development expenses from $460,138 for the three months ended September 30, 2024 to $1,004,660 for the three months ended September 30, 2025, along cost of implants recognized of $358,812 for the three months ended September 30, 2025.

Previous report

Interest expense for the three months ended September 30, 2025 and 2024 were $29,672 and $148,999, respectively. The decrease was mainly due to (i) the full amortization of certain debt discounts before 2025 and (ii) the accrual of interest pursuant to the California Superior Court for Orange County's amended judgement in favor of Pellecome during 2024.

Previous report

Loss on settlement of debt for the three months ended September 30, 2025 and 2024 were $0 and $123,563, respectively. The increase is mainly due to the amendment to one promissory note during the second quarter of 2025, which was treated as an extinguishment of the old debt and an issuance of the new debt.

Previous report

Nine months ended September 30, 2025 Compared with Nine months ended September 30, 2024

Previous report

Interest expense - related parties for the nine months ended September 30, 2025 and 2024 were $520,013 and $548,644, respectively. The decrease was mainly due to the full amortization of certain debt discounts before 2025.

Previous report

Interest expense for the nine months ended September 30, 2025 and 2024 were $153,841 and $648,726, respectively. The decrease was mainly due to (i) the full amortization of certain debt discounts before 2025 and (ii) the accrual of interest pursuant to the California Superior Court for Orange County's amended judgement in favor of Pellecome during 2024.

Previous report

During the nine months ended September 30, 2025 and 2024, the Company recognized grant income of $1.4 million as compared to $1.2 million the comparable period last year. The increase in grant income was primarily driven by new grant project that commenced on March 1, 2024 and progressing during the period.

Previous report

For the nine months ended September 30, 2025, the Company experienced net loss of $3,037,545 compared with a net loss of $3,984,469 for the nine months ended September 30, 2024. The decrease in net loss is primarily due to the increased revenues and the decreased interest expenses, net of the increased operating expenses and decreased grant income.
Reworded paragraphs (20)

Previous wording

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 wording

On March 1, 2024, the Company’s subsidiary BioCorRx Pharmaceuticals Inc. was awarded a grant of $11,029,977 from the National Institute on Drug Abuse (“NIDA”) of the National Institutes of Health (“NIH”) under award number U01DA059994. 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 the project and the availability of funds. Government grants generally provide cost reimbursement for certain types of expenditures in return for research and development activities over a contractually defined period.

Previous wording

Grant receivables were $761,515 and $0 as of September 30, 2025 and December 31, 2024, respectively. Deferred revenues related to the grant were $56,590 as of September 30, 2025 and December 31, 2024. $867,130 and $572,777 were recorded as grant income during the three months ended September 30, 2025 and 2024, respectively. $1,435,379and $1,204,407 were recorded as grant income during the nine months ended September 30, 2025 and 2024, respectively.

Current wording

Grant receivables were $121,720 and $52,026 as of March 31, 2026 and December 31, 2025, respectively. Deferred revenues related to the grant were $0 as of March 31, 2026 and December 31, 2025. $362,597 and $413,979 were recorded as grant income during the three months ended March 31, 2026 and 2025, respectively.

Previous wording

On March 4, 2025, the Company and its majority owned subsidiary, BioCorRx Pharmaceuticals, Inc. entered into an Asset Purchase Agreement (the "APA") with USWM, LLC (the "Seller"). The Seller does business as US WorldMeds. Pursuant to the APA, BioCorRx Pharmaceuticals, Inc. purchased certain assets and assumed certain liabilities related to Lucemyra, a U.S. Food and Drug Administration (the "FDA") approved prescription medication for opioid withdrawal. Supply and distribution sales are generated from the sales of the Lucemyra products and the distribution license granted to the distributors.

Current wording

On March 4, 2025, the Company and its majority owned subsidiary, BioCorRx Pharmaceuticals, Inc. entered into an APA with the Seller. The Seller does business as US WorldMeds. Pursuant to the APA, BioCorRx Pharmaceuticals, Inc. purchased certain assets and assumed certain liabilities related to Lucemyra, an FDA approved prescription medication for opioid withdrawal. Supply and distribution sales are generated from the sales of the Lucemyra products and the distribution license granted to the distributors.

Previous wording

As of September 30, 2025 and December 31, 2024, the Company owed $330,949 and $302,749 advances to Lourdes Felix, respectively. During the three months ended September 30, 2025, the Company also recognized imputed interest of [NEW_VALUE] for advances from Lourdes Felix based on an imputed interest of 10% per annum. During the nine months ended September 30, 2025, the Company also recognized imputed interest of $18,550 for advances from Lourdes Felix based on an imputed interest of 10% per annum.

Current wording

As of March 31, 2026 and December 31, 2025, the Company owed $307,249 and $312,249 advances to Lourdes Felix, respectively. During the three months ended March 31, 2026 and 2025, the Company also recognized imputed interest of $9,969 and $3,840 for advances from Lourdes Felix based on an imputed interest of 10% per annum.

Previous wording

Since 2025, the Company had received an aggregate of $812,500 advances from Mr. Lucido. On January 21, 2025, the Company entered into an Exchange Agreement (the "Louis 2025 Exchange Agreement#1") with Mr. Lucido, pursuant to which Mr. Lucido agreed to exchange of the promissory note then outstanding of $725,000 into the Company's 1,770,452 shares of common stock at $0.41 per share. On March 31, 2025, the Company entered into an Exchange Agreement (the "Louis 2025 Exchange Agreement#2") with Mr. Lucido, pursuant to which Mr. Lucido agreed to exchange of the promissory note then outstanding of $200,000 into the Company's 585,394 shares of common stock at $0.34 per share. As of September 30, 2025 and December 31, 2024, the outstanding balance of advances from Mr. Lucido was $112,500 and 225,000, respectively. As of September 30, 2025 and December 31, 2024, the outstanding balance of promissory notes issued to Mr. Lucido was $0. During the three months ended September 30, 2025, the Company also recognized imputed interest of $(3,925) for advances from Mr. Lucido based on an imputed interest of 10% per annum. During the nine months ended September 30, 2025, the Company also recognized imputed interest of $20,385for advances from Mr. Lucido based on an imputed interest of 10% per annum. As of July 18, 2025, Mr. Lucido no longer has any outstanding debt with the Company.

Current wording

Since 2026, the Company had received an aggregate of $85,904 advances from Mr. Lucido. On February 15, 2026, the Company issued 294,118 shares of its common stock at $0.34 per share in connection with conversion of the related party promissory note then outstanding of $100,000. As the fair value of the shares issued equaled the carrying amount of the note, no gain or loss was recognized. As of March 31, 2026 and December 31, 2025, the outstanding balance of advances from Mr. Lucido was $185,904 and $200,000, respectively. During the three months ended March 31, 2026 and 2025, the Company also recognized imputed interest of $5,267 and $5,254 for advances from Mr. Lucido based on an imputed interest of 10% per annum.

Previous wording

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.

Current wording

Total net revenues for the three months ended March 31, 2026 were $214,539 compared with $134,899 for the three months ended March 31, 2025, reflecting an increase of 59.0%. 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, 2026 and 2025 were $1,330 and $0, respectively, reflecting an increase of $1,330. The primary reason for the increase in 2026 is directly related to the increased number of patients treated at licensed clinics. The supply and distribution net sales for the three months ended March 31, 2026 and 2025 were $213,209 and $134,899, 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 nine months ended September 30, 2025 and 2024 were $5.2 million and $4.0 million, respectively. The reasons for the increase in 2025 are primarily due to (i) an increase of in consulting expense for the nine months ended September 30, 2024 to the nine months ended September 30, 2025, (ii) an increase in accounting and legal fees for the nine months ended September 30, 2024 to the nine months ended September 30, 2025, and (iii) an increase in depreciation and amortization from the nine months ended September 30, 2024 to the nine months ended September 30, 2025, partially offset by a decrease of $0.3 million in research and development expense from $1.2 million for the nine months ended September 30, 2024 to $1.5 million for the nine months ended September 30, 2025.

Current wording

The reasons for the increase in 2026 are primarily due to (i) an increase of $190,414 in research and development expense from $161,919 for the three months ended March 31, 2025 to $352,333 for the three months ended March 31, 2026, (ii) an increase of $58,903 in consulting expense, from $140,929 for the three months ended March 31, 2025 to $199,832 for the three months ended March 31, 2026, (iii) an increase of $28,916 in royalty expense from $0 for the three months ended March 31, 2025 to $28,916 for the three months ended March 31, 2026, and (iv) an increase of $25,184 in the cost of goods sold from $0 for the three months ended March 31, 2025 to $25,184 for the three months ended March 31, 2026, partially offset by a decrease of $228,596 in accounting and legal fees from $400,232 for the three months ended March 31, 2025 to $171,637 for the three months ended March 31, 2026.

Previous wording

Interest expense - related parties for the three months ended September 30, 2025 and 2024 were $195,515 and $158,267, respectively. The decrease was mainly due to the full amortization of certain debt discounts before 2025.

Current wording

Interest expense - related parties for the three months ended March 31, 2026 and 2025 were $135,448 and $160,128, respectively. The decrease was mainly due to the paid off the related party notes payable in 2025.

Previous wording

Loss on settlement of debt for the nine months ended September 30, 2025 and 2024 were $187,514 and $123,563, 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.

Current wording

Loss on settlement of debt for the three months ended March 31, 2026 and 2025 were $100,000 and $132,514, respectively. The decrease is mainly due to the less amendments to promissory notes during 2026, 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, 2025 and 2024, the Company recognized grant income of $867,130 as compared to $572,777 for the comparable period last year. The increase in grant income was was primarily driven by new grant project that commenced on March 1, 2024 and progressing during the period.

Current wording

During the three months ended March 31, 2026 and 2025, the Company recognized grant income of $362,597 as compared to $413,979 for the comparable period last year.

Previous wording

Change in fair value of upfront purchase price liability for the three months ended September 30, 2025 was a loss of $1,785. As part of the consideration to the Seller for the purchase of the assets on March 4, 2025, the Company shall pay upfront purchase price of $400,000 via Seller's retention, until such amounts equal $400,000 of 50% of the Net Sales (as defined in the APA) of Lucemyra and 50% of the Net Distributable Profits (as defined in the APA) of the generic version of Lucemyra. The upfront purchase price is representative of contingent consideration, which shall be remeasured to fair value through earnings at each reporting period until the contingency is resolved.

Current wording

Change in fair value of upfront purchase price liability for the three months ended March 31, 2025 was a loss of $4,500. As part of the consideration to the Seller for the purchase of the assets on March 4, 2025, the Company shall pay upfront purchase price of $400,000 via Seller’s retention, until such amounts equal $400,000 of 50% of the Net Sales (as defined in the APA) of Lucemyra and 50% of the Net Distributable Profits (as defined in the APA) of the generic version of Lucemyra. The upfront purchase price is representative of contingent consideration, which shall be remeasured to fair value through earnings at each reporting period until the contingency is resolved.

Previous wording

Change in fair value of royalty liability for the three months ended September 30, 2025 was a gain of $0. As part of the consideration to the Seller for the purchase of the assets on March 4, 2025, the Company shall pay to the Seller a royalty equal to 3% of the Net Sales of Lucemyra and 3% of the Net Distributable Profits of the generic version of Lucemyra on a calendar quarter basis. Royalty payments shall commence on the date of the acquisition and shall continue for a period of 5 years following the date of the acquisition. The royalty payment is representative of contingent consideration, which shall be remeasured to fair value through earnings at each reporting period until the contingency is resolved.

Current wording

Change in fair value of royalty liability for the three months ended March 31, 2025 was a loss of $2,611. As part of the consideration to the Seller for the purchase of the assets on March 4, 2025, the Company shall pay to the Seller a royalty equal to 3% of the Net Sales of Lucemyra and 3% of the Net Distributable Profits of the generic version of Lucemyra on a calendar quarter basis. Royalty payments shall commence on the date of the acquisition and shall continue for a period of 5 years following the date of the acquisition. The royalty payment is representative of contingent consideration, which shall be remeasured to fair value through earnings at each reporting period until the contingency is resolved.

Previous wording

Other miscellaneous income for the three months ended September 30, 2025 and 2024 were $465,784 and $4,763, respectively. The miscellaneous income for the three months ended September 30, 2025 was mainly due to the refundable tax credit received from Internal Revenue Service. The miscellaneous income for the three months ended September 30, 2024 was mainly due to the grant pass-through expenses incurred.

Current wording

Other miscellaneous income for the three months ended March 31, 2025 were $59,439. The miscellaneous income was mainly due to the refundable tax credit received from Internal Revenue Service during 2025.

Previous wording

For the three months ended September 30, 2025, the Company experienced a net loss of $808,502 compared with a net loss of $1,513,010 for the three months ended September 30, 2024. The decrease in net loss is primarily due to the increased operating expenses and decreased interest expenses.

Current wording

For the three months ended March 31, 2026, the Company experienced a net loss of $859,892 compared with a net loss of $851,764 for the three months ended March 31, 2025.

Previous wording

As of September 30, 2025, the Company had cash of $287,688. 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, 2026, the Company had cash of $211,911. 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.

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 three months ended March 31, 2026 and 2025, the Company received $500,000 and $0, respectively, proceeds from common stock subscription agreements.

Previous wording

Net cash used in operating activities was $1,450,569 for the nine months ended September 30, 2025 compared to $849,084 used in operating activities for the nine months ended September 30, 2024. The decrease was primarily due to non-cash adjustments of $854,039, a decrease in operating assets of $779,818 and an increase in operating liabilities of $85,448, but net a decrease in net loss of $3,037,545.

Current wording

Net cash used in operating activities was $432,971 for the three months ended March 31, 2026 compared to $689,623 used in operating activities for the three months ended March 31, 2025. The increase was primarily due to a decrease in operating assets of $144,899 and an increase in operating liabilities of $253,910, net of an increase in net loss of $8,128 and non-cash adjustments of $134,029.

Previous wording

Net cash provided by financing activities increased by $866,272, from $783,952 provided by financing activities for the nine months ended September 30, 2024 to $1,650,224 cash provided by financing activities for the nine months ended September 30, 2025.

Current wording

Net cash provided by financing activities decreased by $120,210, from $625,732 provided by financing activities for the three months ended March 31, 2025 to $505,522 cash provided by financing activities for the three months ended March 31, 2026.

Previous wording

During the nine months ended September 30, 2025, the Company received 100,000 advances from Lourdes Felix, and 150,000 advances from Mr. Lucido. During the nine months ended September 30, 2025, the Company repaid 5,000 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, 2025, the Company had a working capital deficit of (13,575,951), and an accumulated deficit of (87,201,843). 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, 2026, the Company had a working capital deficit of $(7,506,752), and an accumulated deficit of $87,480,515. The Company 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 previous paragraphs (9)

Previous report — wording carried elsewhere

Total net revenues for the three months ended September 30, 2025 were $635,224 compared with $0 for the three months ended September 30, 2024, reflecting an increase of 100%. 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 September 30, 2025 and 2024 were $1,790 and $0, respectively, reflecting an increase that is not meaningful due to the absence of comparable prior year sales. The primary reason for the increase in 2025 is directly related to the increased number of patients treated at licensed clinics. The supply and distribution net sales for the three months ended September 30, 2025 and 2024 were $635,225 and $0, respectively.

Previous report — wording carried elsewhere

Total net revenues for the nine months ended September 30, 2025 were $948,362 compared with $7,665 for the nine months ended September 30, 2024, reflecting an increase of 100%. The primary reason for the increase in net revenues is directly related to the new Lucemyra® distribution sales. Sales/access fees for the nine months ended September 30, 2025 and 2024 were 948,362 and -0-, respectively. The primary reason for the increase in 2025 is directly related to the decreased number of patients treated at licensed clinics.

Previous report — wording carried elsewhere

(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 report — wording carried elsewhere

(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.

Previous report — wording carried elsewhere

Change in fair value of upfront purchase price liability

Previous report — wording carried elsewhere

Change in fair value of upfront purchase price liability for the nine months ended September 30, 2025 was a loss of $(6,679) As part of the consideration to the Seller for the purchase of the assets on March 4, 2025, the Company shall pay upfront purchase price of $400,000 via Seller's retention, until such amounts equal $400,000 of 50% of the Net Sales (as defined in the APA) of Lucemyra and 50% of the Net Distributable Profits (as defined in the APA) of the generic version of Lucemyra. The upfront purchase price is representative of contingent consideration, which shall be remeasured to fair value through earnings at each reporting period until the contingency is resolved.

Previous report — wording carried elsewhere

Change in fair value of royalty liability

Previous report — wording carried elsewhere

Change in fair value of royalty liability for the nine months ended September 30, 2025 was a gain of $31,324. As part of the consideration to the Seller for the purchase of the assets on March 4, 2025, the Company shall pay to the Seller a royalty equal to 3% of the Net Sales of Lucemyra and 3% of the Net Distributable Profits of the generic version of Lucemyra on a calendar quarter basis. Royalty payments shall commence on the date of the acquisition and shall continue for a period of 5 years following the date of the acquisition. The royalty payment is representative of contingent consideration, which shall be remeasured to fair value through earnings at each reporting period until the contingency is resolved.

Previous report — wording carried elsewhere

Other miscellaneous income for the nine months ended September 30, 2025 and 2024 increased by $0.5 milion. The miscellaneous income for the nine months ended September 30, 2025 was mainly due to the refundable tax credit received from Internal Revenue Service. The miscellaneous income for the nine months ended September 30, 2024 was mainly due to the grant pass-through expenses incurred.