Current Report Filing (8-k)
March 26 2020 - 06:53AM
Edgar (US Regulatory)
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): March 18,
2020
BIOXYTRAN, INC.
(Exact Name if Business Issuer as specified in its Charter)
Nevada |
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001-35027 |
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26-2797630 |
(State
or other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
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(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) |
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☐ |
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 |
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Trading
Symbol(s) |
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Name
of each exchange on which registered |
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Common
Stock, par value $0.001 |
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BIXT |
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OTCQB |
Item 1.01. Entry Into a Material Definitive Agreement.
On March 18, 2020, Bioxytran, Inc. (the “Company”) entered into a
Securities Purchase Agreement (“PU SPA”) with Power Up Lending
Group LLC (“PU”) for the purchase of a Convertible Debenture in the
aggregate principal amount of $64,900 (the “PU Debenture”),
carrying an interest rate of 8%, and due on February 18, 2021. The
purchase price on the PU Debenture was $63,000 and carried due
diligence and legal fees of $3,000 with the funds received by the
Company on March 24, 2020.
The PU Debenture may be converted at any time after 180 days from
the issue date into shares of Company’s common stock, par value
$.001 per share (the “Common Stock”) at a price equal to Sixty Five
percent (65%) of the lowest traded price (as reported by Bloomberg
LP) of the Common Stock for the twenty (20) Trading Days
immediately preceding the date of the date of conversion of the
Debentures, subject to adjustment for certain penalties. The PU
Debenture may be converted to up to a maximum of 4.99% of the
issued and outstanding Common Stock of the Company. The PU
Debenture permits the Company to pre-pay its obligations at a
premium prior to maturity.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
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By: |
/s/
David Platt |
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Name: |
Dr.
David Platt |
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Title: |
President
and Chief Executive Officer |
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Dated:
March 26, 2020 |
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