Current Report Filing (8-k)
November 25 2019 - 5:09PM
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): November 20, 2019
BIOXYTRAN,
INC.
(Exact
Name if Business Issuer as specified in its Charter)
Nevada
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001-35027
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26-2797630
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(State
or other Jurisdiction
of Incorporation)
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(Commission
File Number)
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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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☐
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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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001
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BIXT
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OTCQB
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Item
1.01. Entry into a Material Definitive Agreement.
On
November 20, 2019, Bioxytran, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “GS SPA”)
with FirstFire Global Opportunities Fund, LLC (“FF”) for the purchase of a $125,000 convertible note (the “FF
Note”), with an original issue discount of $15,500 at an interest rate of 4% and due on November 20, 2020.
The
FF 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 FF Note, subject to adjustment for certain penalties. The FF Note may be converted
to up to a maximum of 4.99% of the issued and outstanding Common Stock of the Company. The FF 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 FF SPA, FF 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 FF SPA, FF Note and Warrant, which are filed as Exhibits 10.39, 10.40 and 10.41 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.
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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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:
November 25, 2019
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2
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