February 8, 2019
David Platt
Chairman
BIOXYTRAN, INC
233 Needham Street
Suite 300
Newton, MA 02464
Re: BIOXYTRAN, INC
Amendment No. 1 to Registration Statement on Form S-1
Filed February 1, 2019
File No. 333-228602
Dear Dr. Platt:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our December 26,
2018 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary
Company Overview, page 1
1. We note your response to comment 3. On pages 2, 38 and 50, you state
that "[a]t
$2,350,000, [you] can repay the Auctus Note . . . but funding at that
level will delay the
development of [your] technology and business." This statement appears
to be
inconsistent with your statements on pages 2, 5, 38, 50, 51 and 86 that
if you raise
$2,350,000 in this offering you will be able to repay the Auctus Note
and fund your
planned operations over the next 15 months, presumably without the
aforementioned
delay. Please revise for clarity and consistency.
David Platt
FirstName LastNameDavid Platt
BIOXYTRAN, INC
Comapany NameBIOXYTRAN, INC
February 8, 2019
February 8, 2019 Page 2
Page 2
FirstName LastName
Use of Proceeds, page 25
2. We note your response to comment 11. Please disclose how you intend to
allocate the
proceeds for each purpose assuming different amounts of proceeds
raised. In this regard,
we note that you have disclosed how you would use the proceeds if you
raise $2,350,000.
In addition, please disclose an estimate of how far in the development
of your product
candidates you expect to reach with the allocated proceeds.
Description of Business
Business Developments, page 32
3. We note your response to comment 16. On page 34 you state that you
expect to file an
IND application with the FDA for the treatment of adults in early
stages of stroke and that
your drug candidate is being developed for the management of patients
with
cardiovascular ischemia or hypoxia of the brain. However, you also
state that you plan to
conduct pilot trials of BXT-25 to assess the potential of several
ischemia indications
including wound healing and brain injury before committing funding for
advanced trials
and that the trials will help you to select a lead indication. Please
revise your disclosure
throughout your prospectus to clarify when you intend to begin
pre-clinical trials of BXT-
25 and BXT-252 and which indications you intend to include in the IND
or INDs that plan
to you submit to the FDA in 2020 for BXT-25 and/or BXT-252. If you
have not yet
selected an indication or indications for your planned IND or INDs,
please clearly disclose
this.
Director and Executive Compensation, page 39
4. Please update your executive compensation disclosure to reflect your
most recently
completed fiscal year.
Plan of Distribution
Terms of the Offering, page 44
5. Your disclosure on page 44 that the offering will continue for a
period not to exceed 180
days is inconsistent with your disclosure on page 3 that the offering
will terminate 12
months from the date the registration statement is effective unless
otherwise terminated
early by the company. Similarly, your disclosure on page 94 that
"[ypu] agreed to keep
this prospectus effective until the earlier of (i) the date on which
the securities may be
resold by the Selling Stockholder without registration and without
regard to any volume or
manner-of-sale limitations by reason of Rule 144, or (ii) all of the
securities have been
sold pursuant to this prospectus or Rule 144 under the Securities Act
or any other rule of
similar effect" is inconsistent with your disclosure on page 49 that
the offering "will
terminate 12 months from the effective date of this registration
statement unless
terminated earlier by the Company." Please revise for consistency.
David Platt
BIOXYTRAN, INC
February 8, 2019
Page 3
Exhibits and Financial Statement Schedules
Exhibit 5.1, page II-3
6. Please have counsel revise its opinion to opine upon all of the shares
offered by the selling
shareholders. In this regard, we note that the opinion refers to
3,285,821 Selling
Shareholders Shares. However, it appears that the selling shareholders
are offering
3,494,154 shares of common stock.
You may contact Rolf Sundwall at 202-551-3105 or Sharon Blume at
202-551-3474 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Sonia Bednarowski at 202-551-3666 or Dietrich King at 202-551-8071 with
any other
questions.
FirstName LastNameDavid Platt Sincerely,
Comapany NameBIOXYTRAN, INC
Division of
Corporation Finance
February 8, 2019 Page 3 Office of
Healthcare & Insurance
FirstName LastName