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): October 24, 2018

 

BIOXYTRAN, INC.

(Exact Name if Business Issuer as specified in its Charter)

  

Nevada   001-35027   26-2797630
(State or other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification Number)

 

233 Needham Street, 
Suite 300

Newton MA, 02464

(Address of principal executive offices, including zip code)

 

(617) 494-1199

(Registrant’s telephone number including area code)

  

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 1 4a- 12 under the Exchange Act (17 CFR 240.1 4a- 12)

 

Pre-commencement communications pursuant to Rule 1 4d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b))

 

Pre-commencement communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))

 

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. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
         
Common Stock, par value $0.001   BIXT   OTCQB 

 

 

 

 

 

 

Item 1.01. Entry Into a Material Definitive Agreement.

 

On March 11, 2020 Bioxytran, Inc. (the “Company”) entered into two amendments (the “Amendments”) to two warrants, one dated October 24, 2018 and the other dated February 25, 2019 (each a “Warrant” and collectively, the “Warrants”), each of which entitled the holder to purchase 208,333 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”). Warrants contained provisions for cashless exercise. Each Warrant was exercised for 375,000 shares of Common Stock and subjected to a market sale limitation of a maximum of 125,000 shares in each month of March, April and May of 2020.

 

The foregoing descriptions of the Amendments do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendments, each of such document which are filed as Exhibits 10.52 through 10.53 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities

 

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

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Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit    
Number   Description
10.52   Amendment #1 to Securities Purchase Agreement between Auctus Fund LLC and Bioxytran, Inc., dated October 24, 2018
     
10.53   Amendment #1 to Securities Purchase Agreement between Auctus Fund LLC and Bioxytran, Inc., dated February 25, 2019

 

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SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

  By: /s/ David Platt
  Name:  Dr. David Platt
  Title: President and Chief Executive Officer
   
 

Dated:  March 11, 2020

 

 

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