Current Report Filing (8-k)
April 05 2019 - 4:26PM
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):
April 4, 2019
BIOXYTRAN,
INC.
(Exact
Name if Business Issuer as specified in its Charter)
Nevada
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26-2797630
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(State
or other Jurisdiction
of Incorporation)
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(IRS
Employer
Identification Number)
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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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 1 4a- 12 under the Exchange Act (17 CFR 240.1 4a- 12)
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☐
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Pre-commencement
communications pursuant to Rule 1 4d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))
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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. ☐
Item 1.01. Entry Into a Material Definitive
Agreement.
On April 4, 2019,
Bioxytran, Inc. (“Bioxytran”) and MDX Lifesciences, Inc. (“MDX”) entered into an exclusive, worldwide,
royalty-free license (the “License Agreement”) to the MDX Viewer and Flat Probe, (ii) the issued patents, and
patents arising out of the patent applications, (iii) all reissues, continuations, continuations-in-part, extensions, reexaminations,
and foreign counterparts thereof, (vi) all inventions, disclosures, trade secrets and know-how owned by MDX and (v) those
improvements, enhancements and modifications to be used in certain fields of use as measurement system for tissue health for Bioxytran’s
compounds.
Bioxytran will pay
MDX on or about the time the Bioxytran raises $3,000,000, or at such time as otherwise agreed by MDX and Bioxytran, a payment of
$500,000. Bioxytran will also fund MDX development efforts to improve the MDX Viewer and Flat Probe for Bioxytran’s use at
cost plus 20% and pay for reasonable associated expenses.
Dr. Avraham Mayevsky,
Chief Scientific Officer and director of MDX, reviewed and made a recommendation to the MDX board of directors to approve the License
Agreement because of the affiliations of the other officers and directors of MDX with Bioxytran.
The foregoing description
of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
form of Purchase Agreement, which is filed as Exhibit 10.22 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01.
Other Events.
On April
4, 2019, the Company issued a press release announcing the entry into the License Agreement. A copy of the press release attached
to this Current Report on Form 8-K as Exhibit 99.1.
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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Bioxytran,
Inc.
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By:
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/s/
David Platt
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Name:
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Dr.
David Platt
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Title:
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President
and Chief Executive Officer
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Dated:
April 5, 2019
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