UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
| BIOCORRX INC. |
| (Name of Issuer) |
Common Stock, par value $0.001 per share
(Title of Class of Securities)
09073C205
(CUSIP Number)
2390 East Orangewood Avenue, Suite 575
Anaheim, California 92806
(714) 462-4880
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 2, 2019
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAME OF REPORTING PERSON
Joseph J. Galligan |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨ (b) ¨ |
| 3 | SEC USE ONLY
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| 4 | SOURCE OF FUNDS*
PF |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
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| 8 | SHARED VOTING POWER
265,500 (1) | |
| 9 | SOLE DISPOSITIVE POWER
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| 10 | SHARED DISPOSITIVE POWER
265,500 (1) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
265,500 (1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.67 (2) |
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN |
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| 1. | Mr. Galligan shares voting and investment control with his wife of: (a) 233,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”); and (2) 32,500 warrants to purchase Common Stock with an exercise price of $100 per share and expiring on May 11, 2021, owned by Mr. Galligan with his wife. |
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| 2. | Based upon the combined total of 3,062,624 shares of common stock consisting of: (a) the 3,030,124 shares of the Company’s common stock issued and outstanding as of April 11, 2019; and (b) the 32,500 warrants to purchase common stock owned by Mr. Galligan with his wife. |
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Item 1 Security and Issuer.
The statement (“Statement”) relates to shares of common stock, par value $0.001 per share (the “Common Stock”), of BioCorRx Inc., a Nevada corporation (the “Issuer” or the “Company”). The principal executive office of the Issuer is located at 2390 East Orangewood Avenue, Suite 575, Anaheim, California 92806.
Item 2 Identity and Background.
The Statement is being filed by Joseph J. Galligan. Mr. Galligan was formally an Executive Vice President and Portfolio Manager at DoubleLine Capital LP, an investment firm with over $100 billion in assets under management, where he was one of the five founding partners. On April 4, 2019, the Company announced that Mr. Galligan had been appointed as senior advisor to the Company. Mr. Galligan is a United States citizen.
During the last five years Mr. Galligan has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3 Source and Amount of Funds or Other Consideration.
On January 16, 2019, the Board approved an amendment to the articles of incorporation to effect a 1-for-100 reverse stock split (the “Reverse Stock Split”). The Reverse Stock Split was filed with the Secretary of State of the State of Nevada and subsequently approved by the Financial Industry Regulatory Authority (FINRA) on January 18, 2019 and took effect on January 22, 2019. All share and per share information in this Schedule 13D have been retroactively adjusted to give effect to the Reverse Stock Split.
Mr. Galligan acquired the reported 265,500 shares of Common Stock as follows:
On January 26, 2018, Mr. Galligan entered into a Promissory Note (the “Note”) with the Company whereby he lent $125,000 to the Company with an interest rate of 8% per annum. In connection with this loan, the Company issued 500 shares of Common Stock to Mr. Galligan as an inducement for him to lend the money. The Note was originally scheduled to mature on July 26, 2018, however, prior to that date, Mr. Galligan extended the maturity date to September 30, 2019. As of April 15, 2019, the balance on the loan was $125,000 in principal and $12,165 in interest.
On May 11, 2018, Mr. Galligan entered into a subscription agreement with the Company whereby, for a purchase price of $650,000, he purchased 32,500 units of the Company’s securities (the “Units”) at a purchase price per Unit of $20.00. Each Unit consisted of (i) one share of Common Stock and (ii) a three-year warrant to purchase shares of the Common Stock at an exercise price of $100.00 per share.
On April 1, 2019, Mr. Galligan agreed to purchase 200,000 shares of the Common Stock at a purchase price per share of $15.00 pursuant to a subscription and royalty agreement by and between the Company and Mr. Galligan. This purchase became effective upon the $3,000,000 aggregate purchase price being paid to the Company on April 2, 2019.
Mr. Galligan used personal funds for all of his purchases of shares of Common Stock.
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Item 4 Purpose of Transaction.
Mr. Galligan does not have any current plans or proposals which relate to or would result in: (a) the acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any change in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.
Item 5 Interest in Securities of the Issuer.
(a) As of the date hereof, Mr. Galligan beneficially owns: (1) 233,000 shares of Common Stock; and (2) 32,500 warrants to purchase Common Stock with an exercise price of $100 per share and expiring on May 11, 2021. Such amount represents 8.67% of the total of the issued and outstanding shares of the Common Stock as of the date hereof.
(b) Mr. Galligan shares voting and dispositive power with his wife over the shares of Common Stock and warrants that they own.
(c) Other than disclosed above, there were no transactions by Mr. Galligan in the Common Stock during the last 60 days.
(d) No other person is known to have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the securities of the Issuer owned by Mr. Galligan with his wife.
(e) Not applicable.
Item 6 Contracts, Agreements, Understandings or Relationships With Respect to Securities of the Issuer.
To the knowledge of Mr. Galligan, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies between Mr. Galligan and/or any other person, with respect to any securities of the Company.
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Item 7 Material to be Filed as Exhibits.
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| 8-K | 10.2 | 06/06/18 | |||||||||||||||
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| Subscription and Royalty Agreement by and between BioCorRx Inc. and J and R Galligan Revocable Trust | 8-K | 10.2 | 04/03/19 | |||||||||||||||
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: April 17, 2019 | |
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| /s/ Joseph J. Galligan |
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| Joseph J. Galligan |
| 6 |
EXHIBIT 1
PROMISSORY NOTE
| DATE: January 26, 2018 | CITY: Anaheim | STATE: California |
PRINCIPAL AMOUNT: 125,000
| LENDER: | Joe Galligan |
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| BORROWER: | BioCorRx, Inc. 2390 E. Orangewood Avenue, Suite 575 Anaheim, CA 92806 |
FOR VALUE RECEIVED, Borrower promises to pay to the order of Lender the sum of One Hundred Thousand Twenty-Five Dollars ($125,000), together with interest and other charges provided herein pursuant to the terms of this Note.
1. INTEREST: Interest on the balance due shall accrue from the date of this Note at the rate of eight percent (8%) per annum.
2. BALOON PAYMENT: The Principal Amount of this Promissory Note together with (accrued and unpaid interest) is due and payable on or before July 26, 2018 (the “Maturity Date”).
3. PREPAYMENT: Any portion or all of the balance due on this Note may be prepaid at any time without penalty.
4. PLACE OF PAYMENT: All payments shall be made payable to Lender and delivered or sent to the address of Lender as provided above, or at such other place as Lender may hereafter designate in writing.
5. DEFAULT/TIME OF ESSENCE: Time of payment and performance is of the essence of this Promissory Note. In the event that Borrower shall fail to make any payment due or to perform any of the terms of this agreement, Lender, at Lender's option and subject to the requirements of notice provided herein, shall have the following rights (no one of which shall be waived by exercise of another):
| Page 1 of 3 | PROMISSORY NOTE BioCorRx Inc. / Galligan J |
a. To declare the full, unpaid balance of this Note, plus interest and other charges accruing thereon, immediately due and payable;
b. To specifically enforce the terms of this agreement by suit in equity;
c. To bring an action for the unpaid and overdue payments without waiving the right to pursue the principal balance, interest, and additions thereto which are due pursuant to the terms of this Note; and
d. To pursue any and all other rights and remedies provided in law or equity.
6. DEFAULT NOTICE: Lender shall not be required to give notice of Borrower's failure to make payments provided herein. However, Borrower shall not be deemed in default for failing to perform any covenant or condition of this Promissory Note, other than the making of payments due hereunder, until notice of said default has been given by Lender to Borrower and Borrower shall have failed to remedy said default within ten (10) days after the giving of the notice. Notice for this purpose shall be deemed to have been given by the deposit in the mail of a certified letter containing said notice and addressed to Borrower at the address herein described. Unless Borrower sends payment by certified mail, Borrower specifically accepts the risk of loss of any payment in the mail or in transfer to the Lender or Lender's agent; and it shall be Borrower's duty to verify that the payment actually has been received if Borrower desires such verification.
7. NON-WAIVER: Failure by Lender at any time to require performance by Borrower of any of the provisions hereof shall in no way affect Lender's right hereunder to enforce the same nor shall any waiver by Lender of any breach hereof be held to be a waiver of any succeeding breach or waiver of this non-waiver clause.
8. MODIFICATION: This Promissory Note may be modified only by written agreement signed by both Lender and Borrower.
9. APPLICABLE LAW: Notwithstanding the fact that Borrower is a Nevada corporation with its principal place of business located in California, the parties acknowledge, agree and have negotiated that this Note shall be governed by the laws of the State of California and jurisdiction shall be deemed proper at Los Angeles County, California.
10. ATTORNEY FEES: If this Promissory Note is placed in the hands of an attorney for collection, Borrower promises and agrees to pay Lender's reasonable attorney and legal assistant fees and collection costs, including title and financing statement search costs, even though no suit or action is filed hereon; however, if a suit or an action is filed hereon, the amount of such reasonable attorney and legal assistant fees and other costs shall be fixed by the court or courts, in which the suit or action, including any appeal therefrom, is tried, heard, or decided. In the event that Borrower files for protection under the U.S. Bankruptcy Act during the term of this agreement, Borrower shall pay to Lender all of Lender's attorney fees and costs incurred to protect Lender's interest during the term of the bankruptcy, whether or not Lender is the prevailing party.
11. ADDITIONAL CONSIDERATION FOR LOAN: As Additional consideration to Lender for the loan to Borrower, Borrower shall issue to Lender Fifty Thousand (50,000) shares of common stock of Borrower. The issuance of shares of common stock by Borrower to Lender shall occur within fifteen (15) days of receiving funds from Lender.
| Page 2 of 3 | PROMISSORY NOTE BioCorRx Inc. / Galligan J |
| BORROWER:
BioCorRx, Inc. a Nevada corporation | ||
| By: | /s/ Lourdes Felix | |
| Name: | Lourdes Felix | |
| Its: | Chief Financial and Operating Officer | |
| Page 3 of 3 | PROMISSORY NOTE BioCorRx Inc. / Galligan J |