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): August 19, 2024
BIOXYTRAN, INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 001-35027 | 26-2797630 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification Number) |
| 75 Second Ave, Suite 605, Needham, MA | 02494 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code 617-454-1199
(Former Name or Former Address, if Changed Since Last Report)
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 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
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. ☐
Item 3.03 Material Modification to Rights of Security Holders
On August 19, 2024, the Company issued 28,971,248 shares of Convertible Preferred Stock, with a par value of $0.001 per share, to company insiders in exchange for 94,057,658 shares of Common Stock, at a 5:1 basis, as per the Certificate of Designation dated April 19, 2024, $353,840 in accrued salaries, accounts receivable and other short-term debt, and of exercise of the conversion rights for the 14,410,000 (49%) Subsidiary shares as per option agreement dated November 20, 2021. The Preferred shares can at any time be converted back into shares of Common Stock at a 1:5 basis, and carry a voting-power of an “as if converted” basis multiplied by a factor of two.
| Preferred Stock (1) | Beneficially Owned | % of class | % voting rights | |||||||||
| David Platt (2) whereof indirect 14,091,527 (3) | 22,703,989 | 78.6 | % | 61.2 | % | |||||||
| Ola Soderquist (2) | 3,907,060 | 13.5 | % | 10.5 | % | |||||||
| Mike Sheikh (2) | 1,600,000 | 5.5 | % | 4.3 | % | |||||||
| Alan Hoberman (2) | 226,678 | 0.8 | % | 0.6 | % | |||||||
| Anders Utter (2) | 215,838 | 0.7 | % | 0.6 | % | |||||||
| Dale Conaway (2) | 212,018 | 0.7 | % | 0.6 | % | |||||||
| Radka Milanova (2) | 36,529 | 0.1 | % | 0.1 | % | |||||||
| All officers and Directors as a Group (7 persons) | 28,971,248 | 100.0 | % | 77.9 | % | |||||||
| (1) | There are 49,500,000 authorized shares of Convertible Preferred Stock, and 28,971,248 outstanding |
| (2) | The business address of these individuals is 75 2nd Ave., Suite 605, Needham, MA 02494. |
| (3) | On behalf of Naomi Platt (spouse of David Platt) and of NDPD Pharma, Inc., where the beneficial ownership includes the Company’s officers. |
As a consequence of these transactions, the Company’s amount of registered shares of Common Stock, pursuant to Section 12(b) of the Act, and listed on the OTCMarkets QB exchange was reduced to 81,850,495 shares, whereof 34,714,377 (42%) are held at DTC.
Item 8.01 Other Events
On Wednesday, August 21, 2024, the Company will issue a press-release in reference to a recent article “The Involvement of Carbon Monoxide in Mitochondrial Activity and Brain Functions”. The article is written by Avraham Mayevsky, CTO of the Company’s affiliate MDX Lifesciences and was published in the British Journal of Healthcare and Medical Research.
The press-release will be published over EIN Presswire under the title:
Bioxytran Measures the Presence of Carbon Monoxide When BXT-25 Delivers Oxygen to the Brain
Item 9.01 Financial Statements and Exhibits.
Exhibit Number |
Description | |
| 4.8 | Certificate of Designation of Convertible Preferred Stock, dated April 19, 2024 | |
| 10.83 | Option Agreement for conversion/exchange between Pharmalectin, Inc. and Bioxytran, Inc. shares of Common Stock, dated November 20, 2021. | |
| 99.1 | Press Release dated August 21, 2024 entitled “Bioxytran Measures the Presence of Carbon Monoxide When BXT-25 Delivers Oxygen to the Brain” | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed as an exhibit hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BIOXYTRAN, INC. | ||
| By: | /s/ David Platt, Ph.D. | |
| David Platt, Ph.D., its Chief Executive Officer | ||
| Date August 19, 2024 | ||
Exhibit 99.1
Bioxytran Measures the Presence of Carbon Monoxide When BXT-25 Delivers Oxygen to the Brain
British Journal Article Elucidates the Effects of Carbon Monoxide in Mitochondrial Activity
BOSTON, MASSACHUSETTS, August 24, 2024 (EIN Presswire) — BIOXYTRAN, INC. (OTCQB: BIXT) (the “Company”), a clinical stage biotechnology company developing oral and intravenous drugs to treat COVID-19, other viral diseases, fibrosis, and the development of BXT-25 for stroke, dementia, Alzheimer’s Disease. MDX Life Sciences, an affiliate of Bioxytran, the developer of the MDX Viewer for use to validate delivery of oxygen by BXT-25.
In an article authored by Prof. Avraham Mayevsky, CTO of MDX Life Sciences, announced that the British Journal of Healthcare and Medical Research published a peer-reviewed article titled “The Involvement of Carbon Monoxide in Mitochondrial Activity and Brain Functions”. The article describes how Carbon Monoxide poisoning effects the metabolic function of the brain. The tests conducted in the study used Bioxytran’s FDA approved MDX viewer which provides a real-time readout of tissue metabolic score in the animals.
https://doi.org/10.14738/bjhmr.112.16760
“The MDX Viewer is an essential tool in quantifying the impact of oxygen on the brain and various organs,” said Professor Mayevsky. “The animal studies show us that that each is unique and consumes oxygen at different rates and that the MDX Viewer has the ability to measure the individual impact on the animal with real time monitoring. What we have here is a very powerful model to quantify the impact of oxygen on the brain and other vital organs. The model virtually eliminates the variability from animal to animal enabling us to really measure the impact that various inputs like Carbon Monoxide to start with.”
These studies support the rationale behind the development of BXT-25 for stroke, dementia, Alzheimer’s’ Disease, and Parkinson’s disease. The article independently supports Bioxytran’s drug development program for hypoxia and degenerative diseases.
About Bioxytran, Inc.
Bioxytran, Inc. is a clinical stage biotechnology company pioneering a library of novel carbohydrate structures using artificial intelligence software that interprets the Nuclear Magnetic Resonance imaging of druggable targets like the galectin fold to create a rational drug design. The leading drug candidates vetted by in vitro testing, are capable of neutralizing viruses. The peer-reviewed discovery of the galectin fold located on the spike proteins of viruses such as COVID-19, RSV, and H1N1 demonstrate there exists a conserved region on the spike in which Bioxytran’s molecules achieve virus neutralization. The extent of the carbohydrate structure’s ability to neutralize untested viruses is unknown just like the initial discovery of antibiotics last century and its ability to treat a broad spectrum of bacterial infections. Applications of this platform technology extend to the treatment of significant unmet medical needs in virology, degenerative disease, and hypoxia. The leading drug candidate, Prolectin-M, is a new class of antiviral drug designed to antagonize galectins implicated in inflammatory, fibrotic, and malignant diseases. Bioxytran’s other development programs are for pulmonary fibrosis and stroke treatment. More information can be found at www.bioxytraninc.com
Investor Relations
Michael Sheikh
509-991-0245
mike.sheikh@bioxytraninc.com
Forward-Looking Statements
This press release includes forward-looking statements as defined under federal law, including those related to the performance of technology described in this press release. These forward-looking statements are generally identified by the words “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” and similar expressions, although not all forward-looking statements contain these identifying words. Such statements are subject to significant risks, assumptions and uncertainties. Known material factors that could cause Bioxytran’s actual results to differ materially from the results contemplated by such forward-looking statements are described in the forward-looking statements and risk factors in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and those risk factors set forth from time-to-time in other filings with the Securities and Exchange Commission. Bioxytran undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required under federal securities laws.