BIOXYTRAN INC
For the period ended Dec 31, 2023. Filed Mar 22, 2024.
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FY2023 · Filed Mar 22, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
See Index to Financial Statements commencing on Page F-1.
(a)(2) Financial Statement Schedules
All supplemental schedules have been omitted since the required information is not present in amounts sufficient to require submission of the schedule, or because the required information is included in the financial statements or notes thereto.
(b) Exhibits
The following exhibits are filed as part of this report:
| Exhibit Number | Description |
| 3.1 | Certificate of Incorporation of the Registrant (Incorporated by reference as Exhibit 3.1 to The Registrant’s Registration Statement on Form S-1 on October 31, 2008.) |
| 3.2 | By-Laws of the Registrant (Incorporated by reference as Exhibit 3.2 to The Registrant’s Registration Statement on Form S-1 on October 31, 2008.) |
| 3.3 | Amendment to Certificate of Incorporation (Incorporated by reference as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 29, 2009) |
| 3.4 | Amendment to Certificate of Incorporation (Incorporated by reference as Exhibit 3.4 to the Company’s Registration Statement on Form S-1 (File No. 333-154912) filed with the SEC on November 29, 2018) |
| 3.5 | Certificate of Change Pursuant to NRS78.209 (Incorporated by reference as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 13, 2018) |
| 3.6 | Amendment to Certificate of Incorporation (Incorporated by reference as Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed on November 7, 2018) |
| 3.7 | Amended and Restated Bylaws (Incorporated by reference as Exhibit 3.4 to the Registrant’s Current Report on Form 8-K filed on November 7, 2018) |
| 4.1 | Form of Common Stock Certificate |
| 4.2 | Form of Warrant Dated October 24, 2018 (Incorporated by reference as Exhibit 10.14 to the Registrant’s Current Report on Form 8-K filed on October 30, 2018) |
| 4.3 | Certificate of Merger Wyoming (Incorporated by reference as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on September 24, 2018) |
| 4.4 | Certificate of Merger Delaware (Incorporated by reference as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on September 24, 2018) |
| 4.5 | Form of 8% Convertible Promissory Note (Incorporated by reference as Exhibit 10.12 to the Registrant’s Current Report on Form 8-K filed on October 30, 2018) |
| 4.6 | Form of 8% Convertible Promissory Note (Incorporated by reference as Exhibit 10.17 to the Registrant’s Current Report on Form 8-K filed on March 1, 2019) |
| 4.7 | Form of Warrant Dated February 25, 2019 (Incorporated by reference as Exhibit 10.19 to the Registrant’s Current Report on Form 8-K filed on March 1, 2019) |
| Exhibit Number | Description |
| 10.1 | Form of Accord and Satisfaction between U.S. Rare Earth Minerals and Elenor Yarbray (Incorporated by reference as Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed on September 24, 2018) |
| 10.2 | Form of Agreement and Plan of Merger and Reorganization By and Among U.S. Rare Earth Minerals, Inc., Bioxy Acquisition Corp. and Bioxytran, Inc. (Incorporated by reference as Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed on September 24, 2018) |
| 10.3 | Form of Asset Purchase Agreement between U.S. Rare Earth Minerals, Inc. and U.S. Rare Earth Minerals, Inc. (Wyoming). (Incorporated by reference as Exhibit 10.11 to the Registrant’s Current Report on Form 8-K filed on September 24, 2018) |
| 10.4 | Form of Employment Agreement of David Platt |
| 10.5 | Form of Employment Agreement of Ola Soderquist |
| 10.6 | Form of Security Agreement between U.S. Rare Earth Minerals, Inc. and Auctus Fund, LLC. (Incorporated by reference as Exhibit 10.13 to the Registrant’s Current Report on Form 8-K filed on October 30, 2018) |
| 10.7 | Form of Securities Purchase Agreement (Incorporated by reference as Exhibit 10.16 to the Registrant’s Current Report on Form 8-K filed on October 30, 2018) |
| 10.8 | Form of Registration Rights Agreement (Incorporated by reference as Exhibit 10.15 to the Registrant’s Current Report on Form 8-K filed on October 30, 2018) |
| 10.9 | 2010 Employee, Director and Consultant Stock Plan Incorporated by reference to Exhibit 99.1 on form S-8 filed with the Securities and Exchange Commission on February 22, 2010. |
| 10.10 | Form of Public Offering Subscription Agreement |
| 10.11 | Form of Security Agreement between U.S. Rare Earth Minerals, Inc. and Auctus Fund, LLC. (Incorporated by reference as Exhibit 10.18 to the Registrant’s Current Report on Form 8-K filed on March 1, 2019) |
| 10.12 | Form of Securities Purchase Agreement (Incorporated by reference as Exhibit 10.21 to the Registrant’s Current Report on Form 8-K filed on March 1, 2019) |
| 10.13 | Form of Registration Rights Agreement (Incorporated by reference as Exhibit 10.20 to the Registrant’s Current Report on Form 8-K filed on March 1, 2019) |
| 10.14 | Form of Warrant of dated October 24, 2018 |
| 10.15 | Form of Registration Rights Agreement between U.S. Rare Earth Minerals, Inc. and Acutus Fund, LLC, dated October 24, 2018. |
| 10.16 | Form of Securities Purchase Agreement between U.S. Rare Earth Minerals, Inc. and Acutus Fund, LLC, dated October 24, 2018. |
| 10.17 | Form of $250,000 Senior Secured Promissory Note, dated February 25, 2019, of U.S. Rare Earth Minerals, Inc. and Auctus Fund, LLC, dated February 25, 2019. |
| 10.18 | Form of Security Agreement dated February 25, 2019, between U.S. Rare Earth Minerals, Inc., and Auctus Fund, LLC, dated February 25, 2019. |
| 10.19 | Form of Warrant of dated February 25, 2019 |
| 10.20 | Form of Registration Rights Agreement between U.S. Rare Earth Minerals, Inc. and Auctus Fund, LLC, dated February 25, 2019. |
| 10.21 | Form of Securities Purchase Agreement between U.S. Rare Earth Minerals, Inc. and Auctus Fund, LLC, dated February 25, 2019. |
| Exhibit Number | Description |
| 10.22 | License Agreement between Bioxytran, Inc. and MDX Lifesciences, Inc. dated April 4, 2019. |
| 10.23 | Investor Relations Agreement between Bioxytran, Inc. and Resources Unlimited NW LLC. dated April 22, 2019. |
| 10.24 | Scientific Advisory Board Agreement between Bioxytran, Inc. and Asclepius LLC dated May 1, 2019. |
| 10.25 | Form of Advisory Board Agreement between Bioxytran, Inc. and Steven Aust dated June 11, 2019. |
| 10.26 | Form of Advisory Board Agreement between Bioxytran, Inc. and Jonathan Barkman effective July 15, 2019. |
| 10.27 | Form of Advisory Board Agreement between Bioxytran, Inc. and Cynthia Tsai effective July 16, 2019. |
| 10.28 | Form of Advisory Board Agreement between Bioxytran, Inc. and Jonathan Jensen Dated September 13, 2019. |
| 10.28b | Securities Purchase Agreement between Peak One Opportunity Fund, L.P. and Bioxytran, Inc., dated October 22, 2019. |
| 10.29 | Form of Advisory Board Agreement between Bioxytran, Inc. and Patrick Huddie dated September 13, 2019. |
| 10.29b | 8% Convertible Debenture of Bioxytran, Inc. to Peak One Opportunity Fund, L.P. in the Principal Amount of $120,000 dated October 22, 2019 |
| 10.30 | Warrant to Purchase 50,000 shares of Common Stock of Bioxytran. |
| 10.31 | 8% Convertible Note of Bioxytran, Inc. to Tangiers Global, LLC in the Principal Amount of $106,300 dated October 23, 2019 |
| 10.32 | Warrant to Purchase 50,000 shares of Common Stock of Bioxytran. |
| 10.33 | Securities Purchase Agreement between PowerUp Lending Group Ltd. and Bioxytran, Inc., dated October 21, 2019. |
| 10.34 | 8% Convertible Note of Bioxytran, Inc. to PowerUp Lending Group Ltd. in the Principal Amount of $106,000 dated October 21, 2019 |
| 10.35 | Form of Securities Purchase Agreement between GS Capital Partners, LLC and Bioxytran, Inc., dated No ember 7, 2019. |
| 10.36 | Form of 4% Convertible Note of Bioxytran, Inc. to GS Capital Partners, LLC. in the Principal Amount of $125,000 dated November 7, 2019 |
| 10.37 | Form of Warrant to Purchase 50,000 shares of Common Stock of Bioxytran. |
| 10.38 | Form of Letter Agreement between FON Consulting, LLC and Bioxytran, Inc. dated November 11, 2019. |
| 10.39 | Securities Purchase Agreement between FirstFire Global Opportunities Fund, LLC and Bioxytran, Inc., dated November 20, 2019. |
| 10.40 | 4% Convertible Note of Bioxytran, Inc. to FirstFire Global Opportunities Fund, LLC. in the Principal Amount of $125,000 dated November 20, 2019 |
| 10.41 | Warrant to Purchase 50,000 shares of Common Stock of Bioxytran. |
| 10.42 | Securities Purchase Agreement between Power Up Lending Group and Bioxytran, Inc., dated December 30, 2019. |
| 10.43 | 8% Convertible Note of Bioxytran, Inc. to Power Up Lending Group in the Principal Amount of $54,600 dated December 30, 2019 |
| 10.44 | Securities Purchase Agreement between EMA Financial LLC and Bioxytran, Inc., dated January 10, 2020. |
| Exhibit Number | Description |
| 10.45 | 4% Convertible Note of Bioxytran, Inc. to EMA Financial LLC. in the Principal Amount of $125,000 dated January 10, 2020. |
| 10.46 | Warrant to Purchase 50,000 shares of Common Stock of Bioxytran. |
| 10.47 | Securities Purchase Agreement between Power Up Lending Group LLC and Bioxytran, Inc., dated January 18, 2020 |
| 10.48 | 8% Convertible Debenture of Bioxytran, Inc. to Power Up Lending Group LLC in the Principal Amount of $56,600 dated January 18, 2020 |
| 10.49 | Securities Purchase Agreement between Crown Bridge Partners, LLC and Bioxytran, Inc., dated October 30, 2019. |
| 10.50 | 4% Convertible Note of Bioxytran, Inc. to Crown Bridge Partners, LLC in the Principal Amount of $55,000 dated October 30, 2019 |
| 10.51 | Warrant to Purchase 22,000 shares of Common Stock of Bioxytran. |
| 10.52 | Amendment #1 to Securities Purchase Agreement between Auctus Fund LLC and Bioxytran, Inc., dated October 24, 2018 |
| 10.53 | Amendment #1 to Securities Purchase Agreement between Auctus Fund LLC and Bioxytran, Inc., dated February 25, 2019 |
| 10.54 | Securities Purchase Agreement between Power Up Lending Group LLC and Bioxytran, Inc., dated March 18, 2020 |
| 10.55 | 8% Convertible Debenture of Bioxytran, Inc. to Power Up Lending Group LLC in the Principal Amount of $64,900 dated March 18, 2020 |
| 10.56 | Form of Employment Agreement of Mike Sheikh, dated May 1, 2020 |
| 10.56b | Modification/Amendment to Officers’ Employment Contract, dated October 28, 2022. |
| 10.57 | Joint Venture Agreement between Bioxytran and Pharmalectin Partners, LLC, dated November 15, 2020. |
| 10.58 | Form of Convertible Note Agreement between Note Holders and Bioxytran, Inc., dated May 2 and 3, 2021 |
| 10.59 | License Agreement between Bioxytran, Inc. and Pharmalectin, Inc. dated May 5, 2020 |
| 10.60 | License Agreement between Pharmalectin, Inc. and NDPD Pharma, Inc. dated May 2, 2021 |
| 10.61 | 2021 Employee, Director and Consultant Stock Plan, adopted by the Board of Directors on January 19, 2021 |
| 10.62 | 2017 Employee, Director and Consultant Stock Plan (Subsidiary), adopted by the Board of Directors on October 5, 2017 |
| 10.63 | Form of Warrant dated June 4, 2021 |
| 10.64 | Form of Subsidiary Option dated June 4, 2021 |
| 10.65 | Form of Private Placement Memorandum dated February 26, 2021 |
| 10.66 | Form of Private Placement Memorandum dated September 17, 2021 |
| 10.67 | Form of Convertible Note, dated January 5, 2021 |
| 10.68 | Form of Note Purchase Agreement, dated January 5, 2022 |
| 10.69 | Approval of International Patent WO2021/099052 - Polysaccharides for Use in Treating Sars-Cov-2 Infections, dated May 12, 2022. |
| Exhibit Number | Description | |
| 10.70 | Approval of International Patent WO2021/099061 - Polysaccharides for IV Administration that Treat SARS-CoV-2 Infections, dated May 12, 2022. | |
| 10.71 | Official USPTO Notice of Publication under 12(A) for the Trademark ProLectin | |
| 10.72 | Form of Subscription Agreement. | |
| 10.73 | Form of Private Purchase Agreement | |
| 10.74 | Form of Subscription Agreement | |
| 10.75 | Amendment to engagement letter with WallachBeth Capital LLC, dated May 8, 2023 | |
| 10.76 | Form of Closing Agreement with TRITON FUNDS LP, dated June 8, 2023 | |
| 10.77 | Amendment to Closing Agreement with TRITON FUNDS LP, dated August 2, 2023 | |
| 10.78 | Debt Modification Agreement with Note Holder, dated May 5, 2023 | |
| 10.79 | Form of Closing Agreement with TRITON FUNDS LP, dated September 18, 2023 | |
| 10.80 | Form of Option Agreement dated June 4, 2021 | |
| 10.81 | * | 8% Convertible Note of Bioxytran, Inc. to Lender in the Principal Amount of $61,500 dated March 15, 2024 |
| 10.82 | * | Securities Purchase Agreement between Bioxytran, Inc. and Lender, dated March 15, 2024 |
| 14.1 | Code of Ethics | |
| 16.1 | Letter from Pinnacle Accountancy Group of Utah, dated March 7, 2023 to the Securities and Exchange Commission regarding statements included in this Form 8-K. | |
| 19.1 | Insider Trading Policy | |
| 21.1 | Subsidiaries of the Registrant (Incorporated by reference as Exhibit 21.1 to the Company’s Registration Statement on Form S-1 (File No. 333-154912) filed with the SEC on November 29, 2018) | |
| 21.2 | Description of Securities | |
| 21.3 | Amendment to Subsidiary’s Certificate of Corporation, dated April 29, 2020 | |
| 21.4 | Certificate of Incorporation Foreign (BVI) Subsidiary | |
| 21.5 | Certificate of Incorporation Foreign (India) Subsidiary | |
| 31.1 | * | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | * | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| Exhibit Number | Description | |
| 32 | ** | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 100 | * | The following financial statements from the Annual Report on Form 10-K of BIOXYTRAN, Inc. for the year ended December 31, 2023 formatted in XBRL: (i) Condensed Balance Sheets (unaudited), (ii) Condensed Statements of Operations (unaudited), (iii) Condensed Statements of Cash Flows (unaudited), and (iv) Notes to Condensed Financial Statements (unaudited), tagged as blocks of text. |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Filed as an exhibit hereto. | |
| ** | These certificates are furnished to, but shall not be deemed to be filed with, the Securities and Exchange Commission. |
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