Current Report Filing (8-k)
February 26 2020 - 6:06AM
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): February 18, 2020
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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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
February 21, 2020, Bioxytran, Inc. (the “Company”) fully paid-off a Convertible Debenture in the aggregate principal
amount of $250,000 (the “Autus Debenture”) to Auctus Fund, LLC.
On
February 18, 2020, Bioxytran, Inc. (the “Company”) entered into a Securities Purchase Agreement (“PU SPA”)
with Power Up Lending Group LLC (“PU”) for the purchase of a Convertible Debenture
in the aggregate principal amount of $56,600 (the “PU Debenture”), carrying an interest rate of 8%, and due on February
18, 2021. The purchase price on the PU Debenture was $55,000 and carried due diligence and legal fees of $3,000 with the funds
received by the Company on February 21, 2020.
The
PU Debenture 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 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 PU Debenture may be converted to up to a maximum
of 4.99% of the issued and outstanding Common Stock of the Company. The PU Debenture permits the Company to pre-pay its obligations
at a premium prior to maturity.
On
February 19, 2020, Bioxytran, Inc. (the “Company”) entered into a Securities Purchase Agreement (“CrB SPA”)
with Crown Bridge Partners, LLC (“CrB”) for the purchase of a Convertible Debenture in the aggregate principal amount
of $55,000 (the “CrB Debenture”), carrying an interest rate of 4%, and due on February 19, 2021. The purchase price
on the CrB Debenture was $49,500 and carried a legal fee of $1,500 with the funds received by the Company on February 25, 2020.
The
CrB Debenture 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 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 CrB Debenture
may be converted to up to a maximum of 4.99% of the issued and outstanding Common Stock of the Company. The CrB Debenture permits
the Company to pre-pay its obligations at a premium prior to maturity. The Company issued a warrant to purchase 22,000 shares
of its Common Stock with an exercise price of $2.00 per share expiring in 5 years with cashless exercise provisions.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant
The
information provided in Item 1.01 of this Current Report on Form 8-K is 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
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Number
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Description
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10.47
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Securities Purchase Agreement between Power
Up Lending Group LLC and Bioxytran, Inc., dated January 18, 2020
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10.48
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8% Convertible Debenture of Bioxytran, Inc.
to Power Up Lending Group LLC in the Principal Amount of $56,600 dated January 18, 2020
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10.49
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Securities Purchase Agreement between Crown
Bridge Partners, LLC and Bioxytran, Inc., dated October 30, 2019.
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10.50
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4% Convertible Note of Bioxytran, Inc. to Crown
Bridge Partners, LLC in the Principal Amount of $55,000 dated October 30, 2019
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10.51
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Warrant to Purchase 22,000 shares of Common
Stock of Bioxytran.
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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:
February 25, 2020
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3
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