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 | 001-35027 | 26-2797630 | ||
|
(State or other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification Number) |
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 1 4a- 12 under the Exchange Act (17 CFR 240.1 4a- 12) |
| ☐ | Pre-commencement communications pursuant to Rule 1 4d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c)) |
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 | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 | BIXT | OTCQB |
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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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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.
| By: | /s/ David Platt | |
| Name: | Dr. David Platt | |
| Title: | President and Chief Executive Officer | |
|
Dated: March 11, 2020 |
||
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Exhibit 10.52
AMENDMENT #1
THIS AMENDMENT #1 (the “Amendment”) to the Warrant (as defined below), is entered into by and between Bioxytran, Inc., a Nevada corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company (the “Holder”) (collectively the “Parties”).
BACKGROUND
A. The Company and Holder entered into a securities purchase agreement on October 24, 2018 (the “SPA”), pursuant to which the Company issued that certain convertible promissory note in the principal amount of $250,000.00 to the Holder (the “Note”).
B. The Company issued that certain common stock purchase warrant to the Holder pursuant to the SPA, for the purchase of 208,333 shares of the Company’s common stock, on October 24, 2018 (the “Warrant”), subject to anti-dilution protection as provided therein.
NOW THEREFORE, the Parties agree as follows:
1. Notwithstanding anything to the contrary contained in the Warrant, SPA, or Note, the remainder of the Warrant shall be extinguished in full once (i) the Holder exercises a portion of the Warrant for an aggregate of 375,000 shares of the Company’s common stock (the “Shares”) and (ii) the Company delivers the Shares without any restrictive legend to the Holder’s brokerage account via DWAC pursuant to the original terms of the Warrant.
2. Once the Shares are delivered to the Holder without any restrictive legend, the Holder shall direct the Company’s transfer agent to release the Holder’s remaining share reservation with respect to the Note and Warrant.
3. The issuance of the Shares will not trigger any default, penalty, or anti-dilution provision in the Note since the Company has repaid the balance owed under the Note prior to the date of this Amendment.
4. The Holder’s sale of the Shares during the calendar month of March 2020 shall be limited to 125,000 of the Shares.
5. The Holder’s sale of the Shares during the calendar month of April 2020 shall be limited to 125,000 of the Shares.
6. The Holder’s sale of the Shares during the calendar month of May 2020 shall be limited to 125,000 of the Shares.
7. This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Warrant.
[signature page to follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of March 11, 2020.
BIOXYTRAN, INC.
| By: | |||
| Name: | DAVID PLATT | ||
| Title: | CHIEF EXECUTIVE OFFICER | ||
AUCTUS FUND, LLC
| By: | |||
| Name: | LOU POSNER | ||
| Title: | MANAGING DIRECTOR | ||
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Exhibit 10.53
AMENDMENT #1
THIS AMENDMENT #1 (the “Amendment”) to the Warrant (as defined below), is entered into by and between Bioxytran, Inc., a Nevada corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company (the “Holder”) (collectively the “Parties”).
BACKGROUND
A. The Company and Holder entered into a securities purchase agreement on February 25, 2019 (the “SPA”), pursuant to which the Company issued that certain convertible promissory note in the principal amount of $250,000.00 to the Holder (the “Note”).
B. The Company issued that certain common stock purchase warrant to the Holder pursuant to the SPA, for the purchase of 208,333 shares of the Company’s common stock, on February 25, 2019 (the “Warrant”), subject to anti-dilution protection as provided therein.
NOW THEREFORE, the Parties agree as follows:
1. Notwithstanding anything to the contrary contained in the Warrant, SPA, or Note, the remainder of the Warrant shall be extinguished in full once (i) the Holder exercises a portion of the Warrant for an aggregate of 375,000 shares of the Company’s common stock (the “Shares”) and (ii) the Company delivers the Shares without any restrictive legend to the Holder’s brokerage account via DWAC pursuant to the original terms of the Warrant.
2. Once the Shares are delivered to the Holder without any restrictive legend, the Holder shall direct the Company’s transfer agent to release the Holder’s remaining share reservation with respect to the Note and Warrant.
3. The issuance of the Shares will not trigger any default, penalty, or anti-dilution provision in the Note since the Company has repaid the balance owed under the Note prior to the date of this Amendment.
4. The Holder’s sale of the Shares during the calendar month of March 2020 shall be limited to 125,000 of the Shares.
5. The Holder’s sale of the Shares during the calendar month of April 2020 shall be limited to 125,000 of the Shares.
6. The Holder’s sale of the Shares during the calendar month of May 2020 shall be limited to 125,000 of the Shares.
7. This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Warrant.
[signature page to follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of March 11, 2020.
BIOXYTRAN, INC.
| By: | |||
| Name: | DAVID PLATT | ||
| Title: | CHIEF EXECUTIVE OFFICER | ||
AUCTUS FUND, LLC
| By: | |||
| Name: | LOU POSNER | ||
| Title: | MANAGING DIRECTOR | ||
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