Current Report Filing (8-k)

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): November 7, 2019

BIOXYTRAN, INC.

(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 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)

☐ 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 registered

Common Stock, par value $0.001	BIXT	OTCQB

Item 1.01. Entry Into a Material Definitive Agreement.

On November 7, 2019, Bioxytran, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “GS SPA”) with GS Capital Partners, LLC (“GS”) for the purchase of a $125,000 convertible note (the “GS Note”), with an original issue discount of $10,000 at an interest rate of 4% and due on November 7, 2020.

The GS 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 GSS Note, subject to adjustment for certain penalties. The GSS Note may be converted to up to a maximum of 4.99% of the issued and outstanding Common Stock of the Company. The GSS 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 GS SPA, GS 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 GS SPA, GS Note and Warrant, which are filed as Exhibits 10.35, 10.36 and 10.37 respectively to this Current Report on Form 8-K and incorporated herein by reference.

On November 11, 2019 the Company entered into a Consulting Services Agreement (the “FON Agreement”) with FON Consulting LLC (“FON”) where FON will build market awareness through its family office network platform, events and sponsorships. The term of the FON Agreement is six months.

As compensation for its services, Bioxytran will issue FON 250,000 restricted shares of the Company’s Common Stock earned upon the execution of the FON Agreement. The FON Agreement may be terminated by either party for cause. FON is an independent contractor.

The foregoing description of the FON Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the FON Agreement, which is filed as Exhibit 10.38 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.

Exhibit
Number		Description
10.35		Form of Securities Purchase Agreement between GS Capital Partners, LLC and Bioxytran, Inc., dated No ember 7, 2019.

10.36		Form of 4% Convertible Note of Bioxytran, Inc. to GS Capital Partners, LLC. in the Principal Amount of $125,000 dated November 7, 2019

10.37		Form of Warrant to Purchase 50,000 shares of Common Stock of Bioxytran.

10.38		Form of Letter Agreement between FON Consulting, LLC and Bioxytran, Inc. dated November 11, 2019.

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.