Item
1.01. Entry Into a Material Definitive Agreement.
On
October 22, 2019, Bioxytran, Inc. (the “Company”) entered into a Securities Purchase Agreement (“Peak One SPA”)
with Peak One Opportunity Fund, L.P. (“Peak One”) for the purchase of a Convertible Debenture in the aggregate principal
amount of $120,000 (the “Peak One Debenture”), carrying an interest rate of 10%, and due on October 22, 2022. The
purchase price on the Peak One Debenture was $108,000 and carried a commitment fee of $5,000 with the funds received by the Company
on October 23, 2019.
The
Peak One Debenture may be converted at any time after 120 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) $1.00 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 Debentures, subject to adjustment for certain penalties. The Peak One Debenture
may be converted to up to a maximum of 4.99% of the issued and outstanding Common Stock of the Company provided that the percentage
can be increased to 9.99% upon 61 days prior notice to the Company. The Peak One Debenture permits the Company to pre-pay its
obligations at a premium prior to maturity. The Company issued a 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.
On
October 23, 2019, the Company issued a Convertible Promissory Note to Tangiers Global, LLC (“Tangiers”) in the aggregate
principal amount of $106,300 (the “Tangiers Note”) carrying an interest rate of 8%, and due on October 22, 2020. The
purchase price on the Tangiers Note carried an original issue discount of $6,300 with $100,000 in funds received by the Company
on October 23, 2019. [To be discussed – Usage of Tangiers name and redaction of exhibit]
The
Tangiers Note may be converted at any time after 180 days from the issue date into shares of Company’s Common Stock at a
price equal to the lower of: (a) $.80 or (b) 65% of the lowest trading price of the Company’s Common Stock during the 20
consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Tangiers Note, subject to adjustment
for certain penalties. The Tangiers Note permits the Company to pre-pay its obligations at a premium prior to maturity. The Company
issued a 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.
On
October 21, 2019 the Company entered into a Securities Purchase Agreement with PowerUp Lending Group Ltd. (“PowerUp”)
for the purchase of a Convertible Promissory Note in the aggregate principal amount of $106,000 (the “PowerUp Note”)
carrying an interest rate of 8% and due on October 22, 2020. The purchase price on the PowerUp Note was $106,000 and carried an
original issue discount of $3,000 with the funds received by the Company on October 24, 2019.
The
PowerUp Note may be converted at any time after 180 days from the issue date into shares of Company’s Common Stock at a
price equal to 65% of the lowest trading price of the Company’s Common Stock during the 20 consecutive Trading Days prior
to the date on which Holder elects to convert all or part of the Tangiers Note, subject to adjustment for certain penalties. The
PowerUp Note may be converted to up to a maximum of 4.99% of the issued and outstanding Common Stock of the Company and permits
the Company to pre-pay its obligations at a premium prior to maturity.
The
Company reserved shares of its Common Stock for the conversion of all of the foregoing notes and provided piggy-back registration
rights to all of the investors.
The
foregoing description of the terms of the foregoing transactions does not purport to be complete and is qualified in its entirety
by the complete text of the documents attached as, respectively, Exhibits 10.28 through 10.34 to this Current Report on Form 8-K.