Current Report Filing (8-k)

Date : 01/15/2020 @ 9:01PM
Source : Edgar (US Regulatory)
Stock : Bioxytran Inc (QB) (BIXT)
Quote : 0.22395  -0.01105 (-4.70%) @ 9:15PM

Current Report Filing (8-k)



Washington, D.C. 20549




Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): January 10, 2020



(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 oEMAices, 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
Common Stock, par value $0.001   BIXT   OTCQB 






Item 1.01. Entry into a Material Definitive Agreement.


On January 10, 2020, Bioxytran, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “GS SPA”) with EMA Financial LLC (“EMA”) for the purchase of a $125,000 convertible note (the “EMA Note”), with an original issue discount of $15,500 at an interest rate of 4% and due on November 20, 2020.


The EMA Note 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 equal to the lesser of (a) $0.80 per share or (b) 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 EMA Note, subject to adjustment for certain penalties. The EMA Note may be converted to up to a maximum of 4.99% of the issued and outstanding Common Stock of the Company. The EMA Note permits the Company to pre-pay its obligations at a premium prior to maturity. The Company issued a warrant (the “Warrant”) to purchase 50,000 shares of its Common Stock with an exercise price of $2.00 per share expiring in 5 years with cashless exercise provisions.


The foregoing description of the EMA SPA, EMA Note and Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the EMA SPA, EMA Note and Warrant, which are filed as Exhibits 10.44, 10.45 and 10.46 respectively to this Current Report on Form 8-K and 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.


Number   Description
10.44   Securities Purchase Agreement between EMA Financial LLC and Bioxytran, Inc., dated January 10, 2020.
10.45   4% Convertible Note of Bioxytran, Inc. to EMA Financial LLC. in the Principal Amount of $125,000 dated January 10, 2020.
10.46   Warrant to Purchase 50,000 shares of Common Stock of Bioxytran.







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:  January 15, 2020





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