Current Report Filing (8-k)
12 June 2023 - 8:45PM
Edgar (US Regulatory)
0001445815
false
0001445815
2023-05-08
2023-05-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): May 8, 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
Second Avenue,
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 1.01. Entry Into a Material Definitive Agreement.
On
June 8, 2023, Bioxytran, Inc. (the “Company”) entered into a common stock closing agreement (the “Closing Agreement”)
with Triton Funds LP (“Triton”). Pursuant to the Closing Agreement, subject to certain conditions set forth in the Closing
Agreement, Triton will purchase one million six hundred twelve thousand nine hundred three (1,612,903) shares of the Company’s
Common Stock for an amount of five hundred thousand dollars ($500,000), or $0.31 per share (the “Closing Price”).
Closing
for sales of Common Stock will occur once the Company’s upcoming registration statement on Form S-1 becomes effective. In addition,
the Company has agreed to, at the time of the Closing Agreement, remit ten thousand dollars ($10,000) to Triton to compensate for their
legal expenses related to the transaction.
The
shares were offered, and will be issued, pursuant to a Prospectus on Form S-1 to be filed with the Securities and Exchange Commission
within seven (7) days of the closing date.
In
connection with the offering, we have agreed to pay WallachBeth Capital LLC (“WallachBeth”), the dealer-manager for the offering,
4.5% of the gross proceeds of this offering in cash and Warrants to acquire 4.5% of the shares of Common Stock sold in the offering,
exercisable at 110% of the subscription price, and to also reimburse WallachBeth for reasonable expenses incurred in connection with
the offering.
The
foregoing description of the Closing agreement is qualified in its entirety by reference to Exhibit 10.76 attached hereto and incorporated
herein by reference.
On
May 8, 2023, Bioxytran, Inc. (the “Company”) signed an amended engagement letter (the “Engagement Agreement”)
with WallachBeth Capital LLC (“WallachBeth”) to brokerage a deal for three (3) of Company’s outstanding Notes, for
a total value of one million one hundred sixty-five thousand dollars ($1,165,000). The Company agreed to pay WallachBeth, the dealer-manager
of the deal, 800,000 Warrants (the “Warrant Shares”), exercisable at $0.20, and to reimburse WallachBeth an amount of five
thousand dollars ($5,000) for expenses incurred in connection with the offering.
The
Common Stock underlying these Warrant Shares shall be registered in a registration statement to be filed before the earlier of (a) the
date of BioXyTran’s next registration statement; or (b) June 8, 2023.
The
foregoing description of the Engagement Agreement is qualified in its entirety by reference to Exhibit 10.75 attached hereto and incorporated
herein by reference.
Item
8.01 Other Events.
In
connection of with the above Agreements Bioxytran (the “Company”) will, on June 12, 2023, issue a press-release over Newswire,
under the title:
“Bioxytran
Expands Institutional Investor Base with an additional $500,000 Equity Investment”
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.
|
By: |
/s/
David Platt |
|
Name: |
Dr.
David Platt |
|
Title: |
President
and Chief Executive Officer |
|
|
|
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Dated: |
June 12, 2023 |
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