Current Report Filing (8-k)
12 June 2019 - 11:03PM
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): June 11, 2019
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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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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OTC(Pink)
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Item
1.01. Entry Into a Material Definitive Agreement.
On
June 11, 2019, Bioxytran, Inc. (“Bioxytran”) and Steven entered into a Board Agreement (the “Agreement”)
whereby Steven Aust (“Advisor”) will serve as a member of Bioxytran’s Advisory Board. Advisor will advise
Bioxytran will advise the Company from time to time on strategic planning to build awareness of the Company’s technology.
The term of the Agreement is three months, renewable for two additional three-month terms or as extended by the Board of Directors
of the Company and as agreed to in writing by Bioxytran and the Advisor.
As
compensation for his services, Bioxytran will issue Advisor 250,000 shares of Bioxytran’s common stock, par value $0.01
per share (the “Common Stock”) upon the execution of the Agreement and at the beginning of each of the two additional
three month term the Agreement is renewed for a maximum of up to 750,000 shares of Common Stock. In the event that the Agreement
is renewed for a second term, the term will be extended for a period of one year and Mr. Aust will be solely compensated $20,000
per month. In addition, Bioxytran will pay for Advisor’s pre-approved expenses. The Agreement may be terminated by either
party with 15 days prior written notice. Upon termination of the Agreement, Advisor shall receive payment for services performed
and expenses paid or incurred. The Agreement also contains protection for Bioxytran’s intellectual property and confidential
information. Advisor is an independent contractor and is not entitled to any employee benefits.
The
foregoing description of the Scientific Advisory Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the form of Advisory Board Agreement, which is filed as Exhibit 10.25 to this Current Report on
Form 8-K and incorporated herein by reference.
Item 8.01.
Other Events.
On
June 12, 2019, Bioxytran issued a press release, “Bioxytran, Inc. Announces Public Company Executive Steve Aust to Join
Advisory Board”
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/
Dr. 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:
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June
12, 2019
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2
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