BIOXYTRAN, INC : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On January 10, 2020, Bioxytran, Inc. (the "Company") entered into a Securities Purchase Agreement (the "GS SPA") with EMA Financial LLC ("EMA") for the purchase of a $125,000 convertible note (the "EMA Note"), with an original issue discount of $15,500 at an interest rate of 4% and due on November 20, 2020.

The EMA 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 the lesser of (a) $0.80 per share or (b) Sixty Five percent (65%) of the lowest traded 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 EMA Note, subject to adjustment for certain penalties. The EMA Note may be converted to up to a maximum of 4.99% of the issued and outstanding Common Stock of the Company. The EMA Note permits the Company to pre-pay its obligations at a premium prior to maturity. The Company issued a warrant (the "Warrant") to purchase 50,000 shares of its Common Stock with an exercise price of $2.00 per share expiring in 5 years with cashless exercise provisions.

The foregoing description of the EMA SPA, EMA Note and Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the EMA SPA, EMA Note and Warrant, which are filed as Exhibits 10.44, 10.45 and 10.46 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.



Exhibit
Number     Description
10.44        Securities Purchase Agreement between EMA Financial LLC and
           Bioxytran, Inc., dated January 10, 2020.

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.




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