BioCorRx Inc. 8-K

What Happened
BioCorRx Inc. announced it entered into a Stock Exchange Agreement on March 26, 2026 (closed March 27, 2026) under which three board members—Lourdes Felix (CEO), Louis C. Lucido (President) and Kent Emry—transferred an aggregate 1,215 shares of BioCorRx Pharmaceuticals, Inc. (the majority‑owned subsidiary) to BioCorRx Inc. in exchange for 2,263,371 shares of BioCorRx Inc. common stock. The transferred subsidiary shares represent approximately 12.15% of the subsidiary’s outstanding common stock. The transaction is part of a Plan of Reorganization adopted February 25, 2026 and is intended to qualify as a tax‑free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code.

Key Details

• Agreement signed March 26, 2026; Exchange closed March 27, 2026.
• 1,215 subsidiary common shares (≈12.15% of subsidiary) transferred to the parent company.
• 2,263,371 Parent Shares issued as the sole consideration (common stock, $0.001 par); no cash or other property was exchanged.
• Transaction involved related parties (CEO Lourdes Felix, President Louis C. Lucido, director Kent Emry); the Board approved the Exchange on February 25, 2026 under the company’s related‑party policy.
• The Agreement includes customary representations and limited registration rights for the issued Parent Shares; full form of the Agreement is filed as Exhibit 10.1.

Why It Matters
This transaction increases BioCorRx Inc.’s direct ownership/control of its majority‑owned subsidiary as part of a reorganization intended to be tax‑free. For investors, key implications are (1) the company issued 2.26 million new parent shares, which may be dilutive to existing BioCorRx shareholders, and (2) the deal was with insiders (board members/execs), though it was approved by the Board under the company’s policy. Review the filed Agreement (Exhibit 10.1) for details on registration rights and other terms that could affect future share supply or voting control.