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): March 6, 2023
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) |
75,SecondAvenue,
Suite 605
Needham MA, 02494
(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 4.01. Change in Registrant’s Certifying Accountant.
On March 6, 2023, the Board of Directors (the “Board”) of Bioxytran, Inc. (“Bioxytran” or the “Company) agreed to dismiss the Company’s independent registered public accounting firm, Pinnacle Accountancy Group of Utah (“Pinnacle”), effective as of March 06, 2023. Also on March 6, 2023, the Company engaged the accounting firm of BF Borgers CPA PC (“BF Borgers”) as the Company’s new independent registered public accounting firm. The Board and the Company’s Audit Committee approved of the dismissal of Pinnacle and the engagement of BF Borgers. None of the reports of Pinnacle Accountancy Group of Utah regarding the Company’s financial statements for the past year, since inception or any subsequent interim period contained an adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Company’s audited financial statements contained in its Form 10-K for the fiscal years ended December 31, 2021 and 2020, contain a going concern qualification.
During Bioxytran’s most recent fiscal year, since inception and the subsequent interim periods thereto, there were no disagreements between the Company and Pinnacle whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Pinnacle ‘s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the Company’s financial statements.
Bioxytran has requested that Pinnacle furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The letter is attached as an exhibit to this Form 8-K.
During the two (2) most recent fiscal years and the subsequent interim periods through March 7, 2023 there have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K). except for the material weaknesses that were disclosed in our Form 10-K for the periods ended December 31, 2021 and 2020.
On March 6, 2023, Bioxytran engaged BF Borgers as its independent accountant. During the two (2) most recent fiscal years and the interim periods preceding the engagement, the Company did not engage BF Borgers regarding any of the matters set forth in Item 304(a)(2)(i) or 304(a)(2)(ii) of Regulation S-K.
| 1 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 16.1 | Letter from Pinnacle Accountancy Group of Utah, dated March 7, 2023 to the Securities and Exchange Commission regarding statements included in this Form 8-K. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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 7, 2023 | ||
| 3 |
Exhibit 16.1
March 7, 2023
Securities and Exchange Commission (the “Commission”)
100 F Street, NE
Washington, DC 20549
Dear Ladies and Gentleman:
We are the former independent registered public accounting firm for Bioxytran, Inc. (the “Company”). We have read the statements made by the Company, which were provided to us and which we understand will be filed with the Commission pursuant to Item 4.01 Changes in Registrant’s Certifying Accountant of its current report on Form 8-K (the “Current Report”) and are in agreement with the disclosure in the Current Report, insofar as it pertains to our firm.
We hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K.
Sincerely,
/s/ Pinnacle Accountancy Group of Utah
PINNACLE ACCOUNTANCY GROUP OF UTAH
Farmington, UT