UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): ~~July~~March 84, ~~2024~~2025

BioCorRx Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-54208

90-0967447

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2390 East Orangewood Avenue, Suite 570

Anaheim, CA 92806

(Address of principal executive offices) (Zip Code)

(714) 462-4880

(Registrant’s telephone number, including area code)

________________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~ITEM~~Item 41.01. ~~CHANGES~~Entry INinto ~~REGISTRANT’S~~a ~~CERTIFYING~~Material ~~ACCOUNTANT~~Definitive Agreement.

OnAsset ~~July~~Purchase 8, 2024, the Board of Directors of BioCorRx Inc. (the “Company” or “Registrant”) dismissed Marcum LLP (the “Former Accountant”) as the Registrant’s independent registered public accounting firm. On July 8, 2024, the Board of Directors approved the engagement of M&K CPAS, PLLC (the “New Accountant”) to serve as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2024.Agreement

~~The~~On ~~Former~~March ~~Accountant's~~4, ~~reports~~2025, onBioCorRx ~~the~~Inc., ~~financial~~a ~~statements~~Nevada ofcorporation (the “Company”), ~~for~~BioCorRx ~~the years ended December 31~~Pharmaceuticals, ~~2023~~Inc. ~~and~~(the ~~December 31~~“Subsidiary”), ~~2022~~a ~~did~~majority ~~not~~owned ~~contain~~subsidiary ~~an adverse opinion or a disclaimer~~ of ~~opinion,~~the ~~nor were they qualified or modified as to uncertainty~~Company, ~~audit~~and ~~scope~~USWM, orLLC ~~accounting~~(the ~~principles,~~“Seller”) ~~other~~entered ~~than~~into an ~~explanatory~~Asset ~~paragraph~~Purchase ~~regarding~~Agreement (the ~~Company’s~~“APA”). ~~ability~~The toSeller ~~continue~~does business as aUS ~~going concern~~WorldMeds.

~~During~~Pursuant to the ~~period~~APA, of the ~~Former~~Subsidiary ~~Accountant’s~~purchased ~~engagement~~certain assets and ~~the~~assumed ~~interim~~certain ~~period~~liabilities ~~through~~related ~~July~~to 8Lucemyra, ~~2024,~~a ~~there~~U.S. ~~have~~Food ~~been~~and noDrug ~~disagreements~~Administration ~~with~~ (the ~~Former~~“FDA”) ~~Accountant~~approved ~~(as~~prescription ~~defined~~medication infor ~~Item~~opioid ~~304(a)(1)(iv)~~withdrawal. ofThe ~~Regulation~~upfront ~~S-K)~~purchase onprice ~~any~~was ~~matter~~$400,000 ofto ~~accounting~~be ~~principles~~paid orvia ~~practices~~Seller’s retention, ~~financial~~until ~~statement~~such ~~disclosure~~amounts orequal ~~auditing~~$400,000 ~~scope~~of orfifty ~~procedure,~~percent ~~which~~(50%) ~~disagreements,~~of ifthe ~~not~~Net ~~resolved~~Sales to(as ~~the~~defined ~~satisfaction~~in of the ~~Former~~APA) ~~Accountant,~~of ~~would~~Lucemyra ~~have~~and ~~caused~~fifty ~~them~~percent to(50%) ~~make~~of ~~reference~~the ~~thereto~~Net inDistributable ~~their~~Profits ~~report~~of onthe ~~financial~~generic ~~statements~~version ~~for~~of ~~any period~~Lucemyra.

~~During~~Securities ~~the~~Purchase ~~period of the Former Accountant’s engagement and through July 8, 2024, there were no reportable events as defined in Item 304(a)(1)(iv) of Regulation S-K.~~Agreement

~~The~~As ~~Registrant~~a ~~requested~~condition ~~that~~to the ~~Former~~closing ~~Accountant~~of ~~furnish~~the itAPA, ~~with~~the Company and the Seller entered into a ~~letter~~Securities ~~addressed~~Purchase toAgreement (the ~~Securities~~“SPA”) ~~and~~whereby ~~Exchange~~the ~~Commission~~Company, ~~stating~~as ~~whether~~part itof ~~agrees~~the ~~with~~consideration paid to the ~~above~~Seller ~~statements.~~for Athe ~~copy~~purchase of the ~~letter~~assets, ~~furnished~~agreed into ~~response~~issue five hundred thousand (500,000) shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and to ~~that~~issue ~~request~~a iswarrant ~~filed~~to asthe ~~Exhibit~~Seller 16for the purchase of five hundred thousand (500,000) shares of Common Stock (the “Warrant). The Warrant is exercisable for two years and has an exercise price of $1.00 ~~hereto~~per share.

~~During~~The ~~the~~foregoing ~~fiscal~~description ~~years~~of ~~ended~~the ~~December~~APA, 31the SPA, ~~2023~~and the Warrant does not purport to be complete and ~~December~~is ~~31,~~subject ~~2022~~to, and qualified in its entirety by, the ~~interim~~full ~~period~~text ~~through~~of ~~July~~the 8form of the APA, ~~2024~~the SPA, ~~neither~~and the ~~Registrant~~Warrant, ~~nor~~copies ~~anyone~~of onwhich ~~its~~are ~~behalf~~attached ~~has~~hereto ~~consulted~~as ~~with~~Exhibit ~~the~~10.1, ~~New~~Exhibit ~~Accountant~~10.2, ~~regarding~~and ~~either:~~Exhibit 4.1, respectively, and incorporated herein by reference.

	·	The application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant’s financial statements, and neither was a written report provided to the Registrant nor was oral advice provided that the New Accountant concluded was an important factor considered by the Registrant in reaching a decision as to an accounting, auditing, or financial reporting issue; or
	·	Any matter that was either the subject of a disagreement or a reportable event, as each term is defined in Items 304(a)(1)(iv) or (v) of Regulation S-K, respectively.

Item 3.02 Unregistered Sales of Equity Securities.

~~ITEM~~The 9applicable information set forth in Item 1.01 ~~FINANCIAL~~of ~~STATEMENTS~~this ~~AND~~Current ~~EXHIBITS~~Report on Form 8-K is incorporated by reference in this Item 3.02.

The Shares and the Warrant and the issuance of the shares of Common Stock underlying the Warrant upon the exercise of the Warrant have not been registered under the Securities Act of 1933, as amended (dthe “Securities Act”) ~~Exhibits~~and are or will be, as the case may be, “restricted securities” as that term is defined by Rule 144 promulgated under the Securities Act.

Exhibit No.		Description of Exhibit
16.1		Letter from Marcum LLP to the Securities and Exchange Commission regarding Statements included in this Form 8-K.
104		Cover Page Interactive Data File (formatted as inline XBRL).

The issuance of the Shares and the Warrant and the issuance of the shares of Common Stock underlying the Warrant upon the exercise of the Warrant (collectively, the “Securities”) was made or will be made, as the case may be, in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering. The Company’s reliance upon Section 4(a)(2) of the Securities Act in issuing the Securities was based upon the following factors: (a) the issuance of the Securities was an isolated private transaction by the Company which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the Securities by the Company; (d) the Securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the Securities took place directly between the Seller and the Company; and (f) the Seller is an accredited investor.

2Item 8.01 Other Events.

~~SIGNATURES~~On March 10, 2025, the Company issued a press release regarding the closing of the transactions pursuant to the parties’ entrance into the APA and the SPA. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.~~2

	BioCorRx Inc.
Date: July 10, 2024	By:	/s/ Lourdes Felix
		Lourdes Felix
		Chief Executive Officer

Item 9.01 Financial Statements and Exhibits.

3(d) Exhibits.

The following documents are filed as exhibits to this current report on Form 8-K or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the Securities and Exchange Commission (the “SEC”) filing that included such document.

Exhibit No.		Description
4.1		Form of Warrant
10.1*		Asset Purchase Agreement by and among BioCorRx Pharmaceuticals, Inc., BioCorRx Inc., and USWM, LLC, dated March 4, 2025
10.2		Securities Purchase Agreement by and between BioCorRx Inc. and USWM, LLC, dated March 4, 2025
99.1		Press Release dated March 10, 2025
104		Cover Page Interactive Data File (formatted as inline XBRL).

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of such schedules and exhibits, or any sections thereof, to the SEC or its staff upon request. In addition, portions of this exhibit are redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to promptly furnish supplementally an unredacted copy of the exhibit to the SEC or its staff upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	BioCorRx Inc.

Date: March 11, 2025	By:	/s/ Lourdes Felix
		Lourdes Felix
		Chief Executive Officer

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