Current Report Filing (8-k)
March 12 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):
October 24, 2018
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 March 11, 2020 Bioxytran,
Inc. (the “Company”) entered into two amendments (the “Amendments”) to two warrants, one dated October
24, 2018 and the other dated February 25, 2019 (each a “Warrant” and collectively, the “Warrants”), each
of which entitled the holder to purchase 208,333 shares of the Company’s common stock, par value $.001 per share (the “Common
Stock”). Warrants contained provisions for cashless exercise. Each Warrant was exercised for 375,000 shares of Common Stock
and subjected to a market sale limitation of a maximum of 125,000 shares in each month of March, April and May of 2020.
The foregoing descriptions
of the Amendments do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendments,
each of such document which are filed as Exhibits 10.52 through 10.53 to this Current Report on Form 8-K and incorporated herein
by reference.
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.
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: March 11, 2020
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3
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