Statement of Beneficial Ownership (sc 13d)
May 30 2019 - 9:51AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
(Amendment No.
________)*
(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class
of Securities)
(CUSIP Number)
Ola Soderquist
233 Needham St.,
Ste 300
Newton, MA 02464
(Name, Address
and Telephone Number of Person
Authorized to Receive
Notices and Communications)
(Date of Event
which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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Note
: Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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1.
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NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
Ola Soderquist
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions)
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(a)
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☐
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(b)
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☐
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
00
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7.
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SOLE VOTING POWER
21,947,263
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8.
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SHARED VOTING POWER
0
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9.
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SOLE DISPOSITIVE POWER
21,947,263
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10.
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SHARED DISPOSITIVE POWER
0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,947,263
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(see
instructions)
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.8% (1)
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14.
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TYPE OF REPORTING PERSON (see instructions)
IN
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(1)
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Based
on 85,103,673 shares of the Issuer’s Common Stock issued and outstanding as of May 9, 2019, as disclosed in the Issuer’s
Form 10-Q filed with the Securities and Exchange Commission on May 10, 2019.
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Item 1. Security and
Issuer.
This statement
relates to the common stock, par value $0.001 per share (“Common Stock”), of Bioxytran, Inc., a Nevada corporation
(the “Issuer”). The principal executive offices of the Issuer are located at 233 Needham St., Ste 300, Newton MA 02464.
Item 2. Identity and
Background.
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(a)
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This
statement is being filed by Ola Soderquist (the “Reporting Person”).
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(b)
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The
residential address of the Reporting Person is 47 Hammond St., Waltham MA 02451.
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(c)
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The Reporting Person is the Chief Financial Officer of Bioxytran, Inc., 233 Needham St., Ste 300, Newton
MA 02464.
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(d)
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During
the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
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(e)
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During
the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws.
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(f)
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The
Reporting Person is a United States citizen.
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Item 3. Source or Amount
of Funds or Other Consideration.
The securities
reported herein were acquired as follows:
On September 21,
2018, the Issuer completed a series of transactions as set forth in the Agreement and Plan of Merger and Reorganization (the “Merger
Agreement”), dated September 17, 2018, by and among U.S. Rare Earth Minerals, Inc., the predecessor to the Issuer (“USRE”),
Bioxy Acquisition Corp., a Wyoming corporation wholly owned by USRE (“Acquisition-Sub”), and BioxyTran, Inc., a Delaware
corporation (“BioxyTran”) whereby Acquisition-Sub was merged into BioxyTran with BioxyTran being the surviving company
(the “Merger”). As consideration for the Merger, the stockholders of BioxyTran were issued 76,586,937 shares of common
stock of the Issuer, of which 21,947,263 were issued to Mr Soderquist, and 10,000 shares of Preferred Stock were returned to treasury.
The Merger was structured as a tax-free reorganization. On November 7, 2018 USRE changed its name to Bioxytran, Inc. the current
name of the Issuer.
Item 4. Purpose of Transaction.
The Reporting
Person acquired the securities reported herein as for the pro-rata portion of his stock held inf Bioxytran issued to the stockholders
of Bioxytran pursuant to the terms of the Merger Agreement. The purpose of the transactions contemplated by the Merger Agreement
was to settle a debt in default by USRE, permit the stockholders of Bioxytran to obtain control of the Issuer, and to permit USRE
to acquire Bioxytran.
The Reporting Person intends to evaluate his holdings in the Issuer on a continuous basis. The
Reporting Person intends to evaluate his holdings in the Issuer on a continuous basis. Subject to all relevant securities law
provisions, the Reporting Person may acquire or dispose of securities of the Issuer from time to time in the open market or
in privately negotiated transactions with third parties. Subject to the foregoing, the Reporting Person does not have any
plans that would result in:
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(a)
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The acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the Issuer;
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(b)
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An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer of any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of
the Issuer of any of its subsidiaries;
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(d)
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Any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on
the board;
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(e)
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Any material change in the present capitalization or
dividend policy of the Issuer;
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(f)
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Any other material change in the Issuer’s business
or corporate structure;
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(g)
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Changes in the Issuer’s charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
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(h)
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Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
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(i)
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A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
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(j)
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Any action similar to any of those enumerated above.
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Item 5. Interest in Securities
of the Issuer.
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(a)
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The Reporting Person beneficially owns an aggregate
of 21,947,263 shares of Common Stock, representing, in the aggregate, fifty-one and eight tenths percent (25.8%) of the outstanding
Common Stock. The percentage reported is based upon 85,103,673 shares of the Issuer’s Common Stock issued and outstanding
as of May 9, 2019, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 10, 2019.
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The shares of
Common Stock beneficially owned by the Reporting Person are directly owned by the Reporting Person.
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(b)
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The Reporting Person has the sole power to vote or
to direct the vote of 21,947,263 shares of Common Stock and the sole power to dispose or to direct the disposition of 21,947,263
shares of Common Stock.
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Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
As previously
discussed above, on September 21, 2018, the Issuer entered into a Merger agreement with Bioxytran and the stockholders of Bioxytran,
pursuant to which the Reporting Person received 21,947,263 shares of the Issuer’s common stock. A copy of the Merger Agreement
is included as Exhibit 1 to this Statement.
Item 7. Material to be Filed as
Exhibits
SIGNATURE
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
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Dated: May 30,
2019
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/s/ Ola Soderquist
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Ola Soderquist
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6
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