Item 1.01. Entry Into a Material Definitive Agreement.
On October 22, 2019, Bioxytran,
Inc. (the “Company”) entered into a Securities Purchase Agreement (“Peak One SPA”) with Peak One Opportunity
Fund, L.P. (“Peak One”) for the purchase of up to $470,000 in convertible notes with the initial tranche consisting
of a Convertible Debenture in the aggregate principal amount of $120,000 (the “Peak One Debenture”), with an original
issue discount of 10%, due on October 22, 2022. The purchase price on the Peak One Debenture was $108,000 and carried a commitment
fee of $5,000 with the funds received by the Company on October 23, 2019.
The Peak One Debenture
may be converted at any time after 120 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) $1.00 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 Peak One Debenture may be
converted to up to a maximum of 4.99% of the issued and outstanding Common Stock of the Company provided that the percentage can
be increased to 9.99% upon 61 days prior notice to the Company. The Peak One Debenture permits the Company to pre-pay its obligations
at a premium prior to maturity. The Company issued a 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.
On October 23, 2019, the
Company issued a Convertible Promissory Note to Tangiers Global, LLC (“Tangiers”) in the aggregate principal amount
of $106,300 (the “Tangiers Note”) carrying an interest rate of 8%, and due on October 22, 2020. The purchase price
on the Tangiers Note included $6,300 in fees for legal and due diligence with $100,000 in funds received by the Company on October
23, 2019.
The Tangiers Note may be
converted at any time after the issue date into shares of Company’s Common Stock at a price equal to the lower of: (a) $.80
or (b) 65% of the lowest trading price of the Company’s Common Stock during the 20 consecutive Trading Days prior to the
date on which Holder elects to convert all or part of the Tangiers Note, subject to adjustment for certain penalties. The Tangiers
Note permits the Company to pre-pay its obligations at a premium prior to maturity. The Company issued a 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.
On October 21, 2019 the
Company entered into a Securities Purchase Agreement with PowerUp Lending Group Ltd. (“PowerUp”) for the purchase of
a Convertible Promissory Note in the aggregate principal amount of $106,000 (the “PowerUp Note”) carrying an interest
rate of 8% and due on October 22, 2020. The purchase price on the PowerUp Note was $100,000 with $3,000 as an original issue discount
and $3,000 payable by the Company for legal fees. The funds received by the Company on October 24, 2019.
The PowerUp Note may be
converted at any time after 180 days from the issue date into shares of Company’s Common Stock at a price equal to 65% of
the lowest trading price of the Company’s Common Stock during the 20 consecutive Trading Days prior to the date on which
Holder elects to convert all or part of the Tangiers Note, subject to adjustment for certain penalties. The PowerUp Note may be
converted to up to a maximum of 4.99% of the issued and outstanding Common Stock of the Company and permits the Company to pre-pay
its obligations at a premium prior to maturity.
The
Company reserved shares of its Common Stock for the conversion of all of the foregoing notes and provided piggy-back registration
rights to Peak One and Tangiers.
The
foregoing description of the terms of the foregoing transactions does not purport to be complete and is qualified in its entirety
by the complete text of the documents attached as, respectively, Exhibits 10.28 through 10.32 to this Current Report on Form 8-K.