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): December 30, 2019
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 December 30, 2019, Bioxytran, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “PU2 SPA”) with Power Up Lending Group (“PU”) for the purchase of a $54,600 convertible note (the “PU2 Note”), with an original issue discount of $4,600 at an interest rate of 8% and due on December 30, 2020.
The PU2 Note may be converted at any time after 180 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 Sixty Five percent (65%) of the average of the lowest 3 days trading 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 PU2 Note, subject to adjustment for certain penalties. The PU2 Note may be converted to up to a maximum of 4.99% of the issued and outstanding Common Stock of the Company. The PU2 Note permits the Company to pre-pay its obligations at a premium prior to maturity.
The foregoing description of the PU2 SPA and PU2 Note does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the PU2 SPA and PU2 Note, which are filed as Exhibits 10.42 and 10.43 respectively to this Current Report on Form 8-K and 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.
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 |
| | |
| | Dated: January 6, 2020 |
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