We
are a reporting company under Section 13 of the Securities Exchange Act of 1934, as amended.
As
filed with the Securities and Exchange Commission on September 26, 2023
Registration
No. 333-274576
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1/A
Amendment
No. 1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
BIOXYTRAN,
INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
2834 |
|
26-2797630 |
(State
or jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(IRS
Employer
Identification
No.) |
75
2nd Ave.
Suite
605
Needham,
MA 02494
617-454-1199
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
David
Platt, PhD
Chairman
75,
Second Ave.
Suite
605
Needham,
MA 02494
617-454-1199
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Robert
J. Burnett
Witherspoon
Brajcich McPhee, PLLC
601
W Main Ave #1400
Spokane,
WA 99201
509-455-9007
This
Amendment is being filed solely to include Exhibits 5.1 (Legal Opinion) and 23.1.1 and 23.1.2 (Auditor’s Consents).
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.
If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☐
If
this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
delivery of the Prospectus is expected to be made pursuant to Rule 434, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company.,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
| |
Non-accelerated
filer ☒ |
Smaller
reporting company ☐ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☒
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
16. Exhibits and Financial Statement Schedules.
(b)
Exhibits
The
following exhibits are filed as part of this report:
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-1 and has duly caused this registration statement or amendment thereto to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Needham, Massachusetts, on September 26, 2023.
| |
BIOXYTRAN,
INC. |
| |
|
| |
By: |
/s/
David Platt, Ph.D. |
| |
Name: |
David
Platt, Ph.D. |
| |
Title: |
President
& Chief Executive Officer |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints David Platt, Ola Soderquist and
Robert J. Burnett, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution,
to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorney-in-fact and
agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act and any requirements of the SEC
in respect thereof, in connection with the filing with the SEC of this Registration Statement on Form S-1 under the Securities Act, including
specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any
amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other
documents in connection therewith, with the SEC, to sign any and all applications, registration statements, notices or other documents
necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection
therewith with the appropriate state securities authorities, granting unto said attorney-in-fact and agent, full power and authority
to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents
and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent,
or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
held on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
David Platt, Ph.D. |
|
Chief
Executive Officer, President and |
|
September
19, 2023 |
| David
Platt, Ph.D. |
|
Chairman
of the Board of Directors
(principal
executive officer) |
|
|
| |
|
|
|
|
| /s/
Ola Soderquist |
|
Chief
Financial Officer, Secretary, Treasurer |
|
September
19, 2023 |
| Ola
Soderquist |
|
|
|
|
| |
|
|
|
|
| /s/
Dale H. Conaway, DVM* |
|
Director |
|
September
19, 2023 |
| Dale
H. Conaway |
|
|
|
|
| |
|
|
|
|
| /s/
Hana Chen-Walden, MD* |
|
Director |
|
September
19, 2023 |
| Hana
Chen-Walden |
|
|
|
|
| |
|
|
|
|
| /s/
Alan M. Hoberman, Ph.D.* |
|
Director |
|
September
19, 2023 |
| Alan
M. Hoberman |
|
|
|
|
| |
|
|
|
|
| /s/
Anders Utter* |
|
Director |
|
September
19, 2023 |
| Anders
Utter |
|
|
|
|
| *By: |
/s/
David Platt, Ph.D. |
|
| |
David
Platt, Ph.D. |
|
| |
Attorney-in-Fact |
|
Exhibit
5.1
 |
Robert
J. Burnett |
| |
rburnett@workwith.com |
| |
509.252.5657 |
September
26, 2023
Board
of Directors
Bioxytran,
Inc.
To
Whom it May Concern:
In
our capacity as counsel for Bioxytran, Inc. (the “Company”), we have participated in the corporate proceedings relative to
the issuance by the Company of a maximum of 18,578,982 shares of Common Stock as set out and described in the Company’s Registration
Statement on Form S-1 under the Securities Act of 1933 (the “Registration Statement”).
We
have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the
Company’s Articles of Incorporation, as amended to date, (iii) the Company’s Bylaws, (iv) certain resolutions of the Company’s
board of directors and (v) such other documents as we have deemed necessary or appropriate for purposes of rendering the opinion set
forth herein.
In
our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to any
facts material to the opinion expressed herein that were not independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and others.
Based
upon the foregoing, we opine that:
(1)
The Company is a corporation duly organized and validly existing under the laws of the State of Nevada, as amended, including statutory
provisions, and all applicable provisions of the Nevada Revised Statutes Chapter 78 Private Corporations and reported judicial decisions
interpreting those laws;
(2)
The Company has taken all requisite corporate action and all action required with respect to the authorization, issuance and sale of
Common Stock issued pursuant to the Registration Statement;
(3)
The 11,000,000 shares of Common Stock to be issued via an indirect primary offering to TRITON FUNDS LP (“TRITON”), pursuant
to an amended Closing Agreement, once issued will be duly authorized, validly issued, fully paid and non-assessable.
(4)
The 655,905 shares of Common Stock, issuable upon the exercise of Warrants to Purchase Common Stock (the “Warrants”), registered
pursuant to the Registration Statement, once issued, will be duly authorized, validly issued, fully paid and non-assessable.
(5)
The 6,923,077 shares of Common Stock, issuable upon the conversion of a convertible promissory Note (the “Note”), registered
pursuant to the Registration Statement, once issued, will be duly authorized, validly issued, fully paid and non-assessable.
We
hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the references to the firm in the Registration
Statement.
| |
Very
truly yours, |
| |
|
| |
WITHERSPOON
BRAJCICH MCPHEE PLLC |
A
Professional Limited Liability Company
601
West Main Avenue, Suite 1400
Spokane,
Washington 99201-0677
Telephone:
(509) 455-9077
Facsimile:
(509) 624-6441
Toll
Free: (866) 903-9912
Exhibit
23.1.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the incorporation in this Registration Statement on Form S-1 of our report dated March 31, 2023 relating to the financial
statements of Bioxytran, Inc. as of December 31, 2022 and to all references to our firm included in this Registration Statement.
Certified
Public Accountants
Lakewood,
CO
September
24, 2023
Exhibit
23.1.2
CONSENT
OF PINNACLE ACCOUNTANCY GROUP OF UTAH, PLLC, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
Whom It May Concern:
We
hereby consent to the use in the amended Registration Statement on Form S-1 of BioXytran Inc., that was filed on or about September 22,
2023, of our Report of Independent Registered Public Accounting Firm, dated April 11, 2022, on the Consolidated Balance Sheets of BioXytran
Inc., as of December 31, 2021, and the related Consolidated Statements of Operations and Comprehensive Loss, Changes in Stockholders’
Equity (Deficit) and Cash Flows for the year then ended, which appear in such amended Registration Statement.
We
also consent to the references to us under the heading “Interest of Named Experts and Counsel” in such amended Registration
Statement.
/s/
Pinnacle Accountancy Group of Utah
Pinnacle
Accountancy Group of Utah
(a
dba of Heaton & Company, PLLC)
Farmington,
Utah
September
22, 2023
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