BioCorRx Inc.

Previous wording

BICX104 is being developed through a cooperative agreement with the National Institutes of Health (NIDA), part of the National Institutes of Health (NIH), under award number UH3DA047925, funded by the Helping to End Addiction Long-term Initiative, or NIH HEAL Initiative. This award is subject to the Cooperative Agreement Terms and Conditions of Award as set forth in RFA DA-19-002 entitled, Development of Medications to Prevent and Treat Opioid Use Disorders (OUD) and Overdose (UG3/UH3) (Clinical Trial Optional).

Current wording

BICX104 is being developed through a cooperative agreement with the National Institute on Drug Abuse (NIDA), part of the National Institutes of Health (NIH), under award number UH3DA047925, funded by the Helping to End Addiction Long-term Initiative, or NIH HEAL Initiative. This award is subject to the Cooperative Agreement Terms and Conditions of Award as set forth in RFA DA-19-002 entitled, Development of Medications to Prevent and Treat Opioid Use Disorders (OUD) and Overdose (UG3/UH3) (Clinical Trial Optional).

Previous 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.

Current wording

Grant receivables were $102,613 and $52,026 as of June 30, 2026 and December 31, 2025, respectively. Deferred revenues related to the grant were $1,040 and $0, respectively, as of June 30, 2026 and December 31, 2025. $679,477 and $154,270 were recorded as grant income for the three months ended June 30, 2026 and 2025, respectively. $1,042,074 and $568,249 were recorded as grant income for the six months ended June 30, 2026 and 2025, respectively.

Previous wording

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 wording

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 six months ended June 30, 2026, the Company made principal payments of $37,500. The balance outstanding as of June 30, 2026 was $278,352.

Previous wording

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 wording

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 six months ended June 30, 2026, the Company made principal payments of $37,500. The balance outstanding as of June 30, 2026 was $278,352.

Previous wording

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 wording

On April 2, 2026, the Company entered into a sixth amendment agreement to a promissory note, which was originally issued to a third party on December 8, 2023. In accordance with the amendment, the parties agreed to modify the maturity date of the note from March 31, 2026 to February 1, 2027. 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 $0.34 per share for a total value of $17,000. The promissory note bears interest at 5% per annum, and is convertible into common stock of the Company at a conversion price of $0.34 per share. During the six months ended June 30, 2026, the Company made principal payments of $15,000. The balance outstanding as of June 30, 2026 was $332,450.

Previous 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.

Current wording

As of June 30, 2026 and December 31, 2025, the Company owed $307,249 and $312,249 advances to Lourdes Felix, respectively. During the three months ended June 30, 2026 and 2025, the Company also recognized imputed interest of $7,672 and $8,245, respectively, for advances from Lourdes Felix based on an imputed interest of 10% per annum. During the six months ended June 30, 2026 and 2025, the Company also recognized imputed interest of $17,641 and $12,085, respectively, for advances from Lourdes Felix based on an imputed interest of 10% per annum.

Previous 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.

Current wording

Since 2026, the Company had received an aggregate of $200,904 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 June 30, 2026 and December 31, 2025, the outstanding balance of advances from Mr. Lucido was $300,904 and $200,000, respectively. During the three months ended June 30, 2026 and 2025, the Company also recognized imputed interest of $7,439 and $1,475 for advances from Mr. Lucido based on an imputed interest of 10% per annum. During the six months ended June 30, 2026 and 2025, the Company also recognized imputed interest of $12,706 and $6,729 for advances from Mr. Lucido based on an imputed interest of 10% per annum.

Previous 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.

Current wording

Total net revenues for the three months ended June 30, 2026 were $87,970 compared with $178,238 for the three months ended June 30, 2025, reflecting a decrease of 50.6%. The primary reason for the decrease in net revenues is directly related to the new Lucemyra® distribution sales. Sales/access fees for the three months ended June 30, 2026 and 2025 were $0 and $1,790, respectively, reflecting a decrease of $1,790. The primary reason for the decrease in 2026 is directly related to the decreased number of patients treated at licensed clinics. The supply and distribution net sales for the three months ended June 30, 2026 and 2025 were $87,970 and $176,448, 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

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.

Current wording

The reasons for the decrease in 2026 are primarily due to (i) a decrease of $259,296 in accounting and legal fees from $405,599 for the three months ended June 30, 2025 to $146,304 for the three months ended June 30, 2026, (ii) a decrease of $179,784 in consulting expense from $351,355 for the three months ended June 30, 2025 to $171,570 for the three months ended June 30, 2026, (iii) a decrease of $62,143 in depreciation and amortization from $71,977 for the three months ended June 30, 2025 to $9,834 for the three months ended June 30, 2026, and (iv) a decrease of $33,456 in stock based compensation from $155,902 for the three months ended June 30, 2025 to $122,446 for the three months ended June 30, 2026, partially offset by (i) an increase of $415,524 in research and development expense from $296,860 for the three months ended June 30, 2025 to $712,384 for the three months ended June 30, 2026 and (ii) an increase of $144,967 in the cost of goods sold from $0 for the three months ended June 30, 2025 to $144,967 for the three months ended June 30, 2026.

Previous 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.

Current wording

Interest expense - related parties for the three months ended June 30, 2026 and 2025 were $138,597 and $164,371, respectively. The decrease was mainly due to the paid off the related party notes payable in 2025.

Previous wording

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 wording

Interest expense for the three months ended June 30, 2026 and 2025 were $30,048 and $36,686, respectively. The decrease was mainly due to the full amortization of certain debt discounts before 2026.

Previous 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.

Current wording

During the three months ended June 30, 2026 and 2025, the Company recognized grant income of $679,477 as compared to $154,270 for the comparable period last year.

Previous wording

On March 1, 2024 the Company’s subsidiary BioCorRx Pharmaceuticals Inc received a Notice of Award from the United States Department of Health and Human Services for a grant from National Institute on Drug Abuse U01 for the Methamphetamine Use Disorder Studies. The grant provides for $4,131,122 in funding during the first year subjects to terms and conditions specified in the grant, including satisfactory progress of project and availability of funds.

Current wording

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 $4,131,123 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 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.

Current wording

Change in fair value of upfront purchase price liability for the three months ended June 30, 2025 was a loss of $394. 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 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.

Current wording

Change in fair value of royalty liability for the three months ended June 30, 2025 was a gain of $33,935. 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 March 31, 2025 were $59,439. The miscellaneous income was mainly due to the refundable tax credit received from Internal Revenue Service during 2025.

Current wording

Other miscellaneous income for the three months ended June 30, 2025 were $104,890. 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 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.

Current wording

For the three months ended June 30, 2026, the Company experienced a net loss of $1,001,706 compared with a net loss of $1,377,276 for the three months ended June 30, 2025.

Previous wording

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 wording

Total operating expenses for the six months ended June 30, 2026 and 2025 were $2,739,776 and $2,665,003, respectively, reflecting an increase of $74,773.

Previous 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.

Current wording

Loss on settlement of debt for the six months ended June 30, 2026 and 2025 were $147,000 and $187,514, 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

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.

Current wording

As of June 30, 2026, the Company had cash of $21,237. The following table provides a summary of the Company’s net cash flows from operating, investing, and financing activities.

Previous wording

The Company has historically sought and continue to seek financing from private sources to move its business plan forward. In order to satisfy the financial commitments, the Company had relied upon private party financing that has inherent risks in terms of availability and adequacy of funding. During the three months ended March 31, 2026 and 2025, the Company received $500,000 and $0, respectively, proceeds from common stock subscription agreements.

Current wording

The Company has historically sought and continue to seek financing from private sources to move its business plan forward. In order to satisfy the financial commitments, the Company had relied upon private party financing that has inherent risks in terms of availability and adequacy of funding. During the six months ended June 30, 2026 and 2025, the Company received $650,000 and $0, respectively, proceeds from common stock subscription agreements.

Previous 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.

Current wording

Net cash used in operating activities was $873,260 for the six months ended June 30, 2026 compared to $816,122 used in operating activities for the six months ended June 30, 2025. The decrease was primarily due to non-cash adjustments of $62,945 and a decrease in operating liabilities of $399,201, net of a decrease in net loss of $216,242 and a decrease in operating assets of $188,766.

Previous 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.

Current wording

Net cash provided by financing activities decreased by $84,824, from $839,961 provided by financing activities for the six months ended June 30, 2025 to $755,137 cash provided by financing activities for the six months ended June 30, 2026.

Previous 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.

Current wording

During the six months ended June 30, 2025, the Company received $35,200 advances from Lourdes Felix, and $812,500 advances from Mr. Lucido. During the six months ended June 30, 2025, the Company repaid $7,000 to Lourdes Felix.

Previous wording

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 wording

During the six months ended June 30, 2026, the Company received $200,904 advances from Mr. Lucido and repaid $5,000 to Lourdes Felix.

Previous wording

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 wording

During the six months ended June 30, 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. During the six months ended June 30, 2026, Mr. Galligan entered into the 2026 Q2 Subscription Agreement to purchase a total of 375,000 shares of common stock for a total purchase price of $150,000.

Previous wording

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

Current wording

During the six months ended June 30, 2026, the Company repaid $90,000 of notes payable owed to third parties.

Previous wording

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of March 31, 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.

Current wording

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of June 30, 2026, the Company had a working capital deficit of $(8,231,326), and an accumulated deficit of $88,559,898. 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.