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 2926, ~~2025~~2026

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 1.01 Entry into a Material Definitive Agreement.

~~Securities~~Stock ~~Purchase~~Exchange Agreement

On ~~July~~March 2926, ~~2025~~2026, BioCorRx Inc., a Nevada corporation (the “Company”), entered into a ~~securities~~ ~~purchase~~stock exchange agreement (the “~~Purchase~~ Agreement”) with ~~accredited~~Lourdes ~~investors~~Felix, ~~(the~~Chief ~~“Purchasers”),~~Executive ~~whereby~~Officer of the ~~Purchasers~~Company ~~purchased~~and ~~from~~a member of the Company’s Board of Directors (the “~~Transaction~~Board”), ~~for~~Louis anC ~~aggregate~~Lucido, ~~purchase~~President ~~price~~of the Company and a member of ~~$350~~the Board,~~000:~~ and Kent Emry (icollectively with Lourdes Felix and Louis C Lucido, the “Shareholders”), ~~common~~a ~~stock~~member ~~purchase~~of ~~warrant~~the Board, pursuant to ~~purchase~~which upthe Shareholders agreed to transfer to the Company an aggregate of 1,~~000,000~~215 shares ~~(the~~of ~~“Warrant”)~~common stock of ~~the~~BioCorRx ~~Company’s~~Pharmaceuticals, ~~common~~Inc., ~~stock~~a Nevada corporation, ~~par~~which ~~value~~is ~~$0.001~~a ~~per~~majority-owned ~~share~~subsidiary of the Company (the “~~Common Stock~~Subsidiary”), ~~and~~representing ~~(ii)~~in anthe aggregate approximately 12.15% of 1the outstanding common stock of the Subsidiary,~~000,000~~ ~~shares~~in exchange for an aggregate of ~~Common~~2,263,371 ~~Stock~~shares (the “Parent Shares”,) ~~and~~of ~~collectively~~the ~~with~~Company’s ~~the~~common ~~Warrant~~stock, par value $0.001 per share (the “~~Securities~~Exchange”).

The ~~Purchase~~Exchange ~~Agreement~~was ~~contains~~in ~~representations~~connection ~~and~~with ~~warranties~~the Company’s Plan of ~~the~~Reorganization, ~~Company~~adopted ~~and~~February ~~the~~25, ~~Purchasers~~2026, pursuant to which ~~are~~the ~~typical~~Company ~~for~~intends ~~transactions~~to ofacquire ~~this~~control ~~type.~~of Inthe ~~addition,~~Subsidiary within the ~~Purchase~~meaning ~~Agreement~~of ~~also~~Section ~~provides~~368(c) of the ~~Purchasers~~Internal ~~piggyback~~Revenue ~~registration~~Code ~~rights~~of ~~for~~1986, ~~the~~as ~~Shares~~amended ~~and~~ (the ~~shares~~“Code”). ofThe ~~Common~~Exchange ~~Stock~~is ~~underlying~~intended ~~the~~to ~~Warrant~~qualify ~~upon~~as ~~the~~a ~~exercise~~tax-free ofreorganization within the ~~Warrant~~meaning ~~(the~~of ~~“Warrant~~Section ~~Shares”~~368(a),(1)(B) ~~subject~~of tothe ~~certain limitations~~Code.

The ~~Warrant~~Parent ~~was~~Shares ~~issued~~constitute onthe ~~July~~sole ~~29,~~consideration ~~2025~~to ~~and~~be isissued ~~exercisable~~to ~~for~~the ~~five~~Shareholders ~~(5)~~and ~~years~~no ~~from~~cash ~~the~~or ~~date~~other ofproperty ~~issuance~~was atpaid anor ~~exercise~~transferred ~~price~~in ofconnection $0with the Exchange.35 ~~per~~The ~~share~~Exchange closed on March 27, 2026.

~~The~~On ~~Transaction~~February ~~has~~25, ~~not~~2026, ~~closed~~the asBoard ofapproved the ~~date~~Exchange ofin ~~this~~accordance ~~Current~~with ~~Report~~the onCompany’s ~~Form~~related ~~8-K~~party transaction policy.

The ~~foregoing~~Agreement ~~description~~contains representations and warranties of the ~~Purchase~~Company ~~Agreement~~ and the ~~Warrant~~Shareholders ~~does~~which ~~not~~are ~~purport~~typical tofor betransactions ~~complete~~of ~~and~~this istype. ~~subject~~In toaddition, ~~and qualified in its entirety by,~~ the ~~full~~Agreement ~~text~~also ofprovides the ~~form~~Shareholders ofcertain ~~the~~registration ~~Purchase~~rights ~~Agreement~~for ~~and~~ the ~~Warrant,~~Parent ~~copies of which are attached hereto as Exhibit 10.1 and Exhibit 4.1~~Shares, ~~respectively,~~subject ~~and~~to ~~incorporated~~certain ~~herein by reference~~limitations.

The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

The ~~Shares~~Parent ~~and the Warrant and the issuance of the Warrant~~ Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) 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.

The issuance of the Parent 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~~Parent Shares was based upon the following factors: (a) the issuance of the ~~Securities~~Parent Shares was an isolated private transaction by the Company which did not involve a public offering; (b) there was no general solicitation; (c) there were no subsequent or contemporaneous public offerings of the ~~Securities~~Parent Shares by the Company; (d) the ~~Securities~~Parent Shares were not broken down into smaller denominations; (e) the negotiations for the issuance of the ~~Securities~~Parent Shares took place directly between the ~~Purchasers~~Shareholders and the Company; and (f) the ~~Purchasers~~Shareholders are accredited investors.

Item 9.01 Financial Statements and Exhibits.

(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		Form of Stock Exchange Agreement, dated March 26, 2026
10.1*		Form of Securities Purchase Agreement, dated July 29, 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.

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: August 1, 2025	By:	/s/ Lourdes Felix
Date: April 2, 2026	By:	/s/ Lourdes Felix
		Lourdes Felix
		Chief Executive Officer

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