BIXT Bioxytran Inc (QB)

Item 1.01. Entry Into a Material Definitive Agreement.

On July 26, 2019, Bioxytran, Inc. (“Bioxytran,” or the “Company”) entered into an Advisory Board Agreement (the “JB Agreement”) effective July 15, 2019 whereby Jonathan Barkman (“JB Advisor”) will serve as a member of Bioxytran’s Advisory Board.  JB Advisor will advise Bioxytran on market insight guidance, capital markets promotion, developing capital markets and financing strategies build market awareness with potential accredited investors, funds, traders and broker dealers with whom JB Advisor has maintained a longstanding relationship, introduce Bioxytran to such individuals and entities and as otherwise requested by the Chief Executive Officer of Bioxytran and agreed to by JB Advisor. The term of the JB Agreement is three months, renewable for two additional three-month terms or as extended by the Board of Directors of Bioxytran and as agreed to in writing by Bioxytran and the JB Advisor.

As compensation for his services, Bioxytran will issue JB Advisor 100,000 shares of Bioxytran’s common stock, par value $0.01 per share (the “Common Stock”) upon the execution of the JB Agreement and 50,000 shares of Common Stock at the beginning of each additional three month term the JB Agreement is renewed and a fee of $1,500 per month during the term which shall accrue until Bioxytran raises $1,250,000 or more and then shall be payable monthly thereafter. In addition, Bioxytran will pay for Advisor’s pre-approved expenses. The JB Agreement may be terminated by either party with 15 days prior written notice. Upon termination of the JB Agreement, JB Advisor shall receive payment for services performed and expenses paid or incurred. The JB Agreement also contains protection for Bioxytran’s intellectual property and confidential information. Advisor is an independent contractor and is not entitled to any employee benefits.

The foregoing description of the JB Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the JB Agreement, which is filed as Exhibit 10.26 to this Current Report on Form 8-K and incorporated herein by reference.

On July 26, 2019 Bioxytran entered into an Advisory Board Agreement (the “CT Agreement”) effective July 16, 2019 whereby Cynthia Tsai (“CT Advisor”) will serve as a member of Bioxytran’s Advisory Board.  CT Advisor will advise Bioxytran regarding strategic planning, introduce Bioxytran to key relationships in the biotechnology industry, develop relationships with potential investors and investment bankers and as otherwise requested by the Chief Executive Officer of Bioxytran and agreed to by CT Advisor. The term of the CT Agreement is three months, renewable for two additional three-month terms or as extended by the Board of Directors of Bioxytran and as agreed to in writing by Bioxytran and the CT Advisor.

As compensation for his services, Bioxytran will issue CT Advisor 100,000 shares of Bioxytran’s Common Stock upon the execution of the CT Agreement and 50,000 shares of Common Stock at the beginning of each additional three month term the CT Agreement is renewed and a fee of $1,500 per month during the term which shall accrue until Bioxytran raises $1,250,000 or more and then shall be payable monthly thereafter. In addition, Bioxytran will pay for CT Advisor’s pre-approved expenses. The CT Agreement may be terminated by either party with 15 days prior written notice. Upon termination of the CT Agreement, CT Advisor shall receive payment for services performed and expenses paid or incurred. The CT Agreement also contains protection for Bioxytran’s intellectual property and confidential information. CT Advisor is an independent contractor and is not entitled to any employee benefits.

The foregoing description of the CT Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of CT Agreement, which is filed as Exhibit 10.27 to this Current Report on Form 8-K and incorporated herein by reference.