BICX 10-K & 10-Q changes, risk factors and insider trading

The Company anticipates that it will continue to incur operating losses as it executes its development plans for 2025,2026, as well as other potential strategic and business development initiatives. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. Management has developed a plan to continue operations, develop its products, and acquire technologies and assets. This plan includes continued control of expenses and obtaining equity or debt financing. Although we have successfully completed equity financings and reduced expenses in the past, we cannot assure you that our plans to address these matters in the future will be successful. There can be no assurance that profitable operations could ever be achieved, or if achieved, could be sustained on a continuing basis.

Our success is substantially dependent on the continued service of our (“President”) President, Louis Lucido, and our Chief Executive Officer and Chief Financial Officer (“CEO” and “CFO”, respectively), Lourdes Felix. The Company does not carry key person life insurance on any of its management, which would leave the Company uncompensated for the loss of any of its management. The loss of the services of any of our senior management has made, and could make it more difficult to successfully operate our business and achieve our business goals. In addition, our failure to retain qualified personnel in the diverse areas required for continuing its operations could harm our product development capabilities and customer and employee relationships, delay the growth of sales of our products and could result in the loss of key information, expertise or know-how.

Our two officers (whom also serve as directors) and five non-employee directors currently own approximately66.50%approximately 66.50% of our outstanding voting equity and has significant control over shareholder matters, such as election of directors, amendments to its Articles of Incorporation, and approval of significant corporate transactions; as a result, the Company’s minority shareholders will have little or no control over its affairs.

Holders of shares of Common Stock that we have issued, including shares of Common Stock issuable upon conversion and/or exercise of outstanding convertible notes, shares of preferred stock options and warrants, may be entitled to dispose of their shares pursuant to an exemption from registration under the Securities Act. Additional sales of a substantial number of our shares of our Common Stock in the public market, or the perception that sales could occur, could have a material adverse effect on the price of our Common Stock. Our Common Stock is quoted on the OTCQBOTCID Marketplace and there is not now, nor has there been, any significant market for shares of our Common Stock, and an active trading market for our shares may never develop or be sustained. Investors are currently able to use Rule 144 promulgated under the Securities Act to sell shares of our Common Stock and, if they do so, the then-prevailing market prices for our Common Stock may be reduced. Any substantial sales of our Common Stock may have an adverse effect on the market price of our securities.

Our business will be adversely impacted by the effects of the Novel Coronavirus (“COVID-19”). In addition to global macroeconomic effects, the COVID-19outbreakCOVID-19 outbreak and any other related adverse public health developments will cause disruption to our operations, research and development, and sales activities. Our third-party manufacturers, third-party distributors, and our customers have been and will be disrupted by worker absenteeism, quarantines and restrictions on employees’ ability to work, office and factory closures, disruptions to ports and other shipping infrastructure, border closures, or other travel or health-related restrictions. Depending on the magnitude of such effects on our activities or the operations of our third-party manufacturers and third-party distributors, the supply of our products will be delayed, which could adversely affect our business, operations and customer relationships. In addition, the COVID-19 or other disease outbreak will in the short-run and may over the longer term adversely affect the economies and financial markets of many countries, resulting in an economic downturn that will affect demand for our products and impact our operating results. There can be no assurance that any decrease in sales resulting from the COVID-19will be offset by increased sales in subsequent periods. Although the magnitude of the impact of the COVID-19 outbreak on our business and operations remains uncertain, the continued spread of the COVID-19or the occurrence of other epidemics and the imposition of related public health measures and travel and business restrictions will adversely impact our business, financial condition, operating results and cash flows. In addition, we have experienced and will experience disruptions to our business operations resulting from quarantines, self-isolations, or other movement and restrictions on the ability of our employees to perform their jobs that may impact our ability to develop and design our products in a timely manner or meet required milestones or customer commitments.

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,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,second year, and (iii) $3,260,586 during the third-yearthird year, subject to the terms and conditions specified in the grant, including satisfactory progress of the 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.

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 December 31, 20242025 and 20232024 was $61,250 and $50,000, respectively.$61,250. The interest expense during the year ended December 31, 20242025 and 20232024 was $6,661$0 and $5,839,$6,661, respectively. The Company made an interest payment of $1,563$0 and $4,688,$1,563, respectively, during the year ended December 31, 20242025 and 2023.2024. During the year ended December 31, 20242025 and 2023,2024, the Company amortized $5,787$3,483 and $5,605$5,787 of debt discount as interest expense, respectively.

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. On October 21, 2025, the Company entered into an Exchange Agreement (the “2025 Q4 Exchange Agreement”) with the holder of the promissory note, pursuant to which the holder agreed to exchange of the promissory note then outstanding of $177,000 and interest payable of $5,819 into the Company’s 522,341 shares of common stock at a price of $0.35 per share based on the underlying market value of the common stock at the date of issuance. Simultaneously, the Company issued a warrant that entitles the holder to purchase 522,341 common stock at an exercise price of $0.35, expiring 5 years from the date of issuance in connection with the sale of common stock. The balance outstanding as of December 31, 20242025 and 20232024 was $177,000$0 and $150,000,$177,000, respectively. The interest expense during the year ended December 31, 20242025 and 20232024 was $8,153$5,819 and $3,847,$8,153, respectively. During the year ended December 31, 20242025 and 2023,2024, the Company amortized $99,185$13,272 and $38,164$99,185 of debt discount as interest expense, respectively.

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 duringon theJuly year ended December 31,11, 2024. On October 14, 2024, the Company entered into a third amendment agreement to such promissory note. In accordance with the amendment, the parties agreed to modify the maturity date of the note from September 30, 2024 to December 31, 2024. 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 payment on or before December 31, 2024, in which case the conversion price shall be $0.40. The exercise price of the warrants issued in connection with the original promissory note was amended from $1.50 per share to $1.00 per share unless the Company does not make a note payment on or before December 31, 2024, in which case the exercise price shall be $0.60 per share. In exchange for the modification, the Company issued 75,000 shares of restricted stock to the debt holder at $0.33 per share for a total value of $24,750. The amendment was treated as an extinguishment of the original debt and an issuance of the new debt, in which a debt extinguishment income of $2,319 was recognized duringon yearOctober ended December 31,14, 2024. On December 31, 2024, the Company entered into a fourth amendment agreement to such promissory note. In accordance with the amendment, the parties agreed to modify the maturity date of the note from December 31, 2024 to February 28, 2025. In exchange for the modification, the Company issued 25,000 shares of restricted stock to the debt holder at $0.38 per share for a total value of $9,500. The amendment was treated as a modification to the old note. On February 28, 2025, the Company entered into a fifth amendment agreement to such promissory note. In accordance with the amendment, the parties agreed to modify the maturity date of the note from February 28, 2025 to February 28, 2026. The principal amount was increased from $275,000 to $330,000. Interest accrued at 5% per annum commencing on March 1, 2025. And the conversion price of the debt was adjusted to $0.33. 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 $55,000 was recognized on February 28, 2025. During the year ended December 31, 2025, the Company made principal payments of $60,000. The balance outstanding as of December 31, 20242025 and 20232024 was $275,000$270,000 and $220,000,$275,000, respectively. The interest expense during the year ended December 31, 20242025 and 20232024 was $15,141$13,272 and 2,459,$15,141, respectively. During the year ended December 31, 20242025 and 2023,2024, the Company amortized $162,060$9,500 and $31,000$162,060 of debt discount as interest expense, respectively.

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 duringon theAugust year ended December 31,23, 2024. On November 29, 2024, the Company entered into a third amendment agreement to such promissory note. In accordance with the amendment, the parties agreed to modify the maturity date of the note from October 31, 2024 to January 31, 2025. 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 payment on or before January 31, 2025, in which case the conversion price shall be $0.40. The exercise price of the warrants issued in connection with the original promissory note was amended from $1.50 per share to $1.00 per share unless the Company does not make a note payment on or before January 31, 2025, in which case the exercise price shall be $0.60 per share. In exchange for the modification, the Company issued 75,000 shares of restricted stock to the debt holder at $0.30 per share for a total value of $22,500. 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 $129 was recognized duringon November 29, 2024. On January 31, 2025, the Company entered into a fourth amendment agreement to such promissory note. In accordance with the amendment, the parties agreed to modify the maturity date of the note from January 31, 2025 to March 31, 2025. In exchange for the modification, the Company issued 25,000 shares of restricted stock to the debt holder at $0.36 per share for a total value of $8,975. The amendment was treated as a modification to the old note. On April 7, 2025, the Company entered into a fifth amendment agreement to such promissory note. In accordance with the amendment, the parties agreed to modify the maturity date of the note from March 31, 2025 to March 31, 2026. The principal amount was increased from $275,000 to $330,000. Interest accrued at 5% per annum commencing on April 1, 2025. And the conversion price of the debt was adjusted to $0.34. 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 $55,000 was recognized on April 7, 2025. During the year ended December 31, 2024.2025, the Company made principal payments of $30,000. The balance outstanding as of December 31, 20242025 and 20232024 was $275,000$300,000 and $220,000,$275,000, respectively. The interest expense during the year ended December 31, 20242025 and 20232024 was $16,491$12,216 and $1,109,$16,491, respectively. During the year ended December 31, 20242025 and 2023,2024, the Company amortized $174,173$19,983 and $12,546$174,173 of debt discount as interest expense, respectively.

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 duringon theJuly year ended December 31,11, 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 31, 2024, in which case the conversion price shall be $0.40. The exercise price of the warrants issued in connection with the original promissory note was amended from $1.50 per share to $1.00 per share unless the Company does not make a note payment on or before December 31, 2024, in which case the exercise price shall be $0.60 per share. In exchange for the modification, the Company issued 75,000 shares of restricted stock to the debt holder at $0.33 per share for a total value of $24,750. 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 $43,328 was recognized duringon theOctober year ended December 31,14, 2024. On December 31, 2024, the Company entered into a third amendment agreement to such promissory note. In accordance with the amendment, the parties agreed to modify the maturity date of the note from December 31, 2024 to February 28, 2025. In exchange for the modification, the Company issued 25,000 shares of restricted stock to the debt holder at $0.38 per share for a total value of $9,500. The amendment was treated as a modification to the old note. On February 28, 2025, the Company entered into a fourth amendment agreement to such promissory note. In accordance with the amendment, the parties agreed to modify the maturity date of the note from February 28, 2025 to February 28, 2026. The principal amount was increased from $275,000 to $330,000. Interest accrued at 5% per annum commencing on March 1, 2025. And the conversion price of the debt was adjusted to $0.33. 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 $55,000 was recognized on February 28, 2025. During the year ended December 31, 2025, the Company made principal payments of $60,000. The balance outstanding as of December 31, 2025 and 2024 was $275,000.$270,000 and $275,000, respectively. The interest expense during the year ended December 31, 2025 and 2024 was $17,600.$13,272 and $17,600, respectively. During the year ended December 31, 2025 and 2024, the Company amortized $9,500 and $103,007 of debt discount as interest expense.

Since September 2022,2022 through December 2024, the Company had received an aggregate of $879,026$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 year ended December 31, 20242025 and 20232024 was $3,781$0 and $4,077,$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 year ended December 31, 20242025 and 2023,2024, the Company amortized $77,295$0 and $39,770$77,295 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. As of December 31, 2024 and 2023, the outstanding balance of advances from Mr. Lucido was $225,000 and $125,000, respectively. As of December 31, 2024 and 2023, the outstanding balance of promissory notes issued to Mr. Lucido was $0 and $150,000, respectively.

On OctoberMarch 31,7, 2024,2025, the Company entered into ana ExchangeRepayment Agreement (the “Thomas 2024 ExchangeRepayment Agreement”) with Thomasa Welch,third party, pursuant to which Thomasthe Welchthird party agreed to exchange of outstandingthe consultingservice fees of $52,600$40,000 into the Company’s 164,068103,627 shares of common stock at $0.32$0.39 per share.

Total net revenues for the year ended December 31, 20242025 were $7,665$797,244 compared with $89,160$7,665 for the year ended December 31, 2023,2024, reflecting aan decreaseincrease of 91%.10,301.1%. Sales/access fees for the year ended December 31, 20242025 and 20232024 were $2,205$1,790 and $20,852,$2,205, respectively, reflecting a decrease of $18,647.$415. The primary reason for the decrease in 20242025 is directly related to the decreased number of patients treated at licensed clinics. Project support income for the year ended December 31, 2024 and 2023 were $0 and $25,817, respectively, reflecting a decrease of $25,817. The project support income is generated from administrative support to Biotechnology research customers, which is recognized upon the transfer of promised goods to customers. The primary reason for the decrease in 2024 is directly related to the development of the new revenue stream during 2022 which ceased in January 2023. Distribution rights income for the year ended December 31, 20242025 and 20232024 were $4,045$0 and $33,256,$4,045, respectively, reflecting a decrease of $29,211.$4,045. The primary reason for the decrease in distribution rights income was due to the deferred revenues from certain licenses were fully amortized. Membership/program fees for the year ended December 31, 20242025 and 20232024 were $1,415$0 and $9,235,$1,415, respectively. The primary reason for the decrease in 20242025 was due to the decreased customers of the Company’s UnCraveRx™ Weight Loss Management Program. The supply and distribution net sales for the year ended December 31, 2025 and 2024 were $795,454 and $0, 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.

Interest expense - related parties for the year ended December 31, 20242025 and 20232024 were $750,773$637,705 and $692,586,$750,773, respectively. The increasedecrease arewas mainly due to (i) the fullyfull amortization of certain debt discountdiscounts uponbefore the conversion of one promissory note into shares of common stock during 2024, and (ii) the imputed interest expense recognized for related party advances.2025.

Interest expense for the year ended December 31, 20242025 and 20232024 were $776,780$223,850 and $194,041,$776,780, respectively. The increasedecrease iswas mainly due to (i) the issuancefull amortization of newcertain promissorydebt notes,discounts before 2025 and (ii) the increased amortizationaccrual of debtinterest discount duepursuant to amendments to promissory notes, and (iii) the accruedCalifornia interestSuperior owedCourt tofor Pellecome.Orange County’s amended judgement in favor of Pellecome during 2024.

Loss on settlement of debt for the year ended December 31, 2025 and 2024 were $187,514 and $164,602, respectively. The increase is mainly due to the amendments to promissory notes during 2024,2025, which were treated as an extinguishment of the old debts and an issuance of the new debts.

Other miscellaneous income for the year ended December 31, 2025 and 2024 were $223,037 and $129,282, respectively. The miscellaneous income for the year ended December 31, 2025 was mainly due to the refundable tax credit received from Internal Revenue Service. The miscellaneous income for the year ended December 31, 2024 and 2023 were $129,282 and $5,275, respectively. The increase was mainly due to Grantthe grant pass-through expenses.expenses incurred.

For the year ended December 31, 2024,2025, the Company experienced a net loss of $5,212,102$3,508,763 compared with a net loss of $3,770,490$5,212,102 for the year ended December 31, 2023.2024. The increasedecrease in net loss is primarily due to the increased operatingrevenues, expensethe increased grant income, and the decreased interest expenses, net of increased grantoperating income.expenses.

Net cash used in operating activities was $1,096,254$2,298,291 for the year ended December 31, 20242025 compared to $1,853,282$1,096,254 used in operating activities for the year ended December 31, 2023.2024. The decreaseincrease was primarily due to non-cash adjustments of $867,629, an increase in operating assets of $441,968, and a decrease in operating liabilities of $840,740 and non-cash adjustments of $1,389,780,$1,595,779, net an increase in net loss of $1,441,612 and an increase in operating assets of $31,880.$1,703,339.

Net cash provided by financing activities decreasedincreased by $730,824,$1,230,553, from $1,849,889$1,119,065 provided by financing activities for the year ended December 31, 20232024 to $1,119,065$2,349,618 cash provided by financing activities for the year ended December 31, 2024.2025.

During the year ended December 31, 2023,2025, the Company received $171,273$35,200 advances from Lourdes Felix, and $200,000$1,112,500 advances from Mr. Lucido. During the year ended December 31, 2023,2025, the Company repaid $35,000$25,700 to Lourdes Felix.Felix and $500,000 to Kent Emry.

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 December 31, 2024,2025, the Company had a working capital deficit of $(8,089,6197,491,731), and an accumulated deficit of $83,209,142.$86,649,288. 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.

BICX104 is being developed through a cooperative agreement with the National InstitutesInstitute ofon HealthDrug 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).

Grant receivables were $121,720$102,613 and $52,026 as of MarchJune 31,30, 2026 and December 31, 2025, respectively. Deferred revenues related to the grant were $0$1,040 and $0, respectively, as of MarchJune 31,30, 2026 and December 31, 2025. $362,597$679,477 and $413,979$154,270 were recorded as grant income duringfor the three months ended MarchJune 31,30, 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.

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 threesix months ended MarchJune 31,30, 2026, the Company made principal payments of $30,000.$37,500. The balance outstanding as of MarchJune 31,30, 2026 was $285,852.$278,352.

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 threesix months ended MarchJune 31,30, 2026, the Company made principal payments of $30,000.$37,500. The balance outstanding as of MarchJune 31,30, 2026 was $285,852.$278,352.

As of MarchJune 31,30, 2026 and December 31, 2025, the Company owed $307,249 and $312,249 advances to Lourdes Felix, respectively. During the three months ended MarchJune 31,30, 2026 and 2025, the Company also recognized imputed interest of $9,969$7,672 and $3,840$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.

Since 2026, the Company had received an aggregate of $85,904$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 MarchJune 31,30, 2026 and December 31, 2025, the outstanding balance of advances from Mr. Lucido was $185,904$300,904 and $200,000, respectively. During the three months ended MarchJune 31,30, 2026 and 2025, the Company also recognized imputed interest of $5,267$7,439 and $5,254$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.

Three months ended MarchJune 31,30, 2026 Compared with Three months ended MarchJune 31,30, 2025

Total net revenues for the three months ended MarchJune 31,30, 2026 were $214,539$87,970 compared with $134,899$178,238 for the three months ended MarchJune 31,30, 2025, reflecting ana increasedecrease of 59.0%.50.6%. The primary reason for the increasedecrease in net revenues is directly related to the new Lucemyra® distribution sales. Sales/access fees for the three months ended MarchJune 31,30, 2026 and 2025 were $1,330$0 and $0,$1,790, respectively, reflecting ana increasedecrease of $1,330.$1,790. The primary reason for the increasedecrease in 2026 is directly related to the increaseddecreased number of patients treated at licensed clinics. The supply and distribution net sales for the three months ended MarchJune 31,30, 2026 and 2025 were $213,209$87,970 and $134,899,$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.

Total operating expenses for the three months ended MarchJune 31,30, 2026 and 2025 were $1,170,539$1,553,508 and $1,072,845,$1,592,158, respectively, reflecting ana increasedecrease of $97,694.$22,921.

Interest expense - related parties for the three months ended MarchJune 31,30, 2026 and 2025 were $135,448$138,597 and $160,128,$164,371, respectively. The decrease was mainly due to the paid off the related party notes payable in 2025.

Interest expense for the three months ended MarchJune 31,30, 2026 and 2025 were $31,041$30,048 and $87,483,$36,686, respectively. The decrease was mainly due to the full amortization of certain debt discounts before 2026.

Loss on settlement of debt for the three months ended MarchJune 31,30, 2026 and 2025 were $100,000$47,000 and $132,514,$55,000, 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.

During the three months ended MarchJune 31,30, 2026 and 2025, the Company recognized grant income of $362,597$679,477 as compared to $413,979$154,270 for the comparable period last year.

Change in fair value of upfront purchase price liability for the three months ended MarchJune 31,30, 2025 was a loss of $4,500.$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.

Change in fair value of royalty liability for the three months ended MarchJune 31,30, 2025 was a lossgain of $2,611.$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.

Other miscellaneous income for the three months ended MarchJune 31,30, 2025 were $59,439.$104,890. The miscellaneous income was mainly due to the refundable tax credit received from Internal Revenue Service during 2025.

For the three months ended MarchJune 31,30, 2026, the Company experienced a net loss of $859,892$1,001,706 compared with a net loss of $851,764$1,377,276 for the three months ended MarchJune 31,30, 2025.

As of MarchJune 31,30, 2026, the Company had cash of $211,911.$21,237. The following table provides a summary of the Company’s net cash flows from operating, investing, and financing activities.

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 threesix months ended MarchJune 31,30, 2026 and 2025, the Company received $500,000$650,000 and $0, respectively, proceeds from common stock subscription agreements.

Net cash used in operating activities was $432,971$873,260 for the threesix months ended MarchJune 31,30, 2026 compared to $689,623$816,122 used in operating activities for the threesix months ended MarchJune 31,30, 2025. The increasedecrease 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 $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.$188,766.

Net cash provided by financing activities decreased by $120,210,$84,824, from $625,732$839,961 provided by financing activities for the threesix months ended MarchJune 31,30, 2025 to $505,522$755,137 cash provided by financing activities for the threesix months ended MarchJune 31,30, 2026.

During the threesix months ended MarchJune 31,30, 2025, the Company received $33,100$35,200 advances from Lourdes Felix, and $600,000$812,500 advances from Mr. Lucido. During the threesix months ended MarchJune 31,30, 2025, the Company repaid $7,000 to Lourdes Felix.

During the threesix months ended MarchJune 31,30, 2026, the Company received $85,904$200,904 advances from Mr. Lucido and repaid $5,000 to Lourdes Felix.

During the threesix months ended MarchJune 31,30, 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.

During the threesix months ended MarchJune 31,30, 2026, the Company repaid $75,000$90,000 of notes payable owed to third parties.

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 MarchJune 31,30, 2026, the Company had a working capital deficit of $(7,506,7528,231,326), and an accumulated deficit of $87,480,515.$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.