SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 26th, 2020 • Bioxytran, Inc • Pharmaceutical preparations • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 19, 2020, by and between BIOXYTRAN, INC., a Nevada corporation, with headquarters located at 233 Needham Street, Suite 300, Newton MA, 02464 (the “Company”), and CROWN BRIDGE PARTNERS, LLC, a New York limited liability company, with its address at 1173a 2nd Avenue, Suite 126, New York, NY 10065 (the “Buyer”).
COMMON STOCK PURCHASE WARRANTBioxytran, Inc • November 5th, 2019 • Pharmaceutical preparations • Nevada
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Tangiers Global, LLC, a Wyoming limited liability company, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5 PM New York City Time on October 23, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Bioxytran, Inc., a Nevada corporation (the “Company”), up to 50,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock (the “ Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 1.00(b). This Warrant is being issued with connection with a Convertible Promissory Note in the original aggregate principal amount of $106,300 issued to the Holder on October 23, 2019
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 25th, 2019 • Bioxytran, Inc • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 20, 2019, by and between BIOXYTRAN, INC, a Nevada corporation, with headquarters located at 233 Needham Street, Suite 300, Newton, MA 02464 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Ave., Suite 190, New York, NY 10022 (the “Buyer”).
COMMON STOCK PURCHASE WARRANT Bioxytran, Inc.Bioxytran, Inc • November 25th, 2019 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date (as defined above) and on or prior to the close of business on the fifth (5th ) anniversary of the Issue Date (the “Expiration Date”) but not thereafter, to subscribe for and purchase from Bioxytran, Inc., a Nevada corporation (the “Company”), up to 50,000 shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b), subject to adjustment herein. This Warrant is issued by the Company as of the date hereof in connection with that certai
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 26th, 2020 • Bioxytran, Inc • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 18, 2020, by and between BIOXYTRAN, INC., a Nevada corporation, with its address at 233 Needham St., Ste 300, Newton, MA 02464 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2019 • Bioxytran, Inc • Pharmaceutical preparations • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 25, 2019, by and between BIOXYTRAN, INC., a Nevada corporation (the “Company”), and AUCTUS FUND, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the securities purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
COMMON STOCK PURCHASE WARRANT BIOXYTRAN, INC.Common Stock Purchase Warrant • February 26th, 2020 • Bioxytran, Inc • Pharmaceutical preparations • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the funding of purchase price of $49,500.00 for the convertible promissory note in the principal amount of $55,000.00 issued by the Company (as defined below) to the Holder (as defined below) on February 19, 2020) (the “Note”)), Crown Bridge Partners, LLC (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Bioxytran, Inc., a Nevada corporation (the “Company”), 22,000 shares of Common Stock (as defined below) (the “Warrant Shares”) at the Exercise Price per share then in effect (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 15th, 2020 • Bioxytran, Inc • Pharmaceutical preparations • Nevada
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 10, 2020, is entered into by and between Bioxytran, Inc., a Nevada corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser” or “Holder”).
COMMON STOCK PURCHASE WARRANT BIOXYTRAN, INC.Common Stock Purchase Warrant • November 17th, 2021 • Bioxytran, Inc • Pharmaceutical preparations • Nevada
This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that NDPD Pharma, Inc., a Delaware corporation (“including any permitted and registered assigns, the “Holder”“) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Bioxytran, Inc., a Nevada corporation (the “Company”), up to 272,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof to replace, with essentially the same conditions, the Warrants originally issued to:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 28th, 2019 • Bioxytran, Inc • Pharmaceutical preparations • Nevada
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 22, 2019, is entered into by and between BIOXYTRAN, INC., a Nevada corporation, (the “Company”) and PEAK ONE OPPORTUNITY FUND, L.P., a Delaware limited partnership (the “Buyer”).
SECURITY AGREEMENTSecurity Agreement • March 1st, 2019 • Bioxytran, Inc • Pharmaceutical preparations • Nevada
THIS SECURITY AGREEMENT (this “Agreement”), is entered into as of February 25, 2019, by and between Bioxytran, Inc., a Nevada corporation (the “Borrower”), and Auctus Fund, LLC, a Delaware limited liability company (the “Secured Party” or “Secured Parties”). All capitalized terms not otherwise defined herein shall the meanings ascribed to them in that certain Securities Purchase Agreement and Note (as defined below) by and between Borrower and the Secured Party of even date (the “Securities Purchase Agreement”).
Advisory Board AgreementAdvisory Board Agreement • September 13th, 2019 • Bioxytran, Inc • Pharmaceutical preparations • Massachusetts
This Advisory Board Agreement (the “Agreement”), is entered into on September 13, 2019 by Bioxytran, Inc., with an address at 233 Needham Street, Suite 300, Newton MA, 02464 (the “Company”), and Patrick Huddie (the “Advisor”) with an address c/o Westbury Group LLC at 39 Riverside Avenue, Westport, CT 06880 (the “Advisor”).
COMMON STOCK PURCHASE OPTION PHARMALECTIN, INC.Common Stock Purchase Option • November 3rd, 2023 • Bioxytran, Inc • Pharmaceutical preparations • Nevada
This COMMON STOCK PURCHASE OPTION (the “Option”) certifies that NDPD Pharma, Inc., a Delaware corporation (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Pharmalectin, Inc., a Delaware corporation (the “Company”), a subsidiary of Bioxytran, Inc., a Nevada Corporation (the “Parent Company”) up to 4,500,000 shares of Common Stock (as defined below) (the “Option Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Option) at the Exercise Price per share then in effect. This Option is issued by the Company as of the date hereof in connection with the Company’s 2017 Stock Plan.
CLOSING AGREEMENTClosing Agreement • September 19th, 2023 • Bioxytran, Inc • Pharmaceutical preparations
This Closing Agreement (the “Agreement”), dated as of September 18, 2023 (the “Issue Date”), is entered into between Bioxytran, Inc. a Nevada corporation (the “Company”), and TRITON FUNDS LP, a Delaware limited partnership (the “Investor”).
IR/CONSULTING AGREEMENTIr/Consulting Agreement • April 26th, 2019 • Bioxytran, Inc • Pharmaceutical preparations • Nevada
THIS AGREEMENT (“the agreement”), is made and entered into as of the 22nd day of, April 2019, by Resources Unlimited NW LLC, hereinafter (“RU”), maintaining their principal office at 1905 S. Audubon Ct. Spokane WA 99224, and BioxyTran Inc. hereinafter (“BIXT,” or “Company”) maintaining its principal offices at 233 Needham Street Suite 300, Newton, MA 02464. BIXT and RU each a “Party” and together the “Parties.”
8% CONVERTIBLE PROMISSORY NOTE OF BIOXYTRAN, INC.Bioxytran, Inc • November 5th, 2019 • Pharmaceutical preparations • Puerto Rico
This Note is a duly authorized Convertible Promissory Note of Bioxytran, Inc., a corporation duly organized and existing under the laws of the State of Nevada (the “Company”), designated as the Company's 8% Convertible Promissory Note due October 23, 2020 (“Maturity Date”) in the face amount of $106,300 (the “Note”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 14th, 2022 • Bioxytran, Inc • Pharmaceutical preparations • Delaware
This NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of , 2021 and is made by and between Bioxytran, Inc., a Nevada corporation (the “Company”), and the investors named on the signature pages hereto (the “Investors”).
ContractBioxytran, Inc • June 7th, 2021 • Pharmaceutical preparations • Nevada
THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT.
LICENSE AGREEMENTLicense Agreement • April 5th, 2019 • Bioxytran, Inc • Pharmaceutical preparations • Massachusetts
This License Agreement (“Agreement”) is made this 4th day of April, 2019 (the “Effective Date”), by and among Bioxytran, Inc. (“Licensee”), a Nevada corporation, and MDX Lifesciences, Inc. (“MDX”), a Delaware corporation.
LICENSE AGREEMENTLicense Agreement • June 24th, 2021 • Bioxytran, Inc • Pharmaceutical preparations • Nevada
This License Agreement (“Agreement”) is made this ____ day of April, 2021 (the “Effective Date”), by and among Pharmalectin, Inc. (“Licensee”), a Delaware corporation, and NDPD Pharma, Inc. (“NDPD”), a Delaware corporation.
ContractBioxytran, Inc • January 14th, 2022 • Pharmaceutical preparations • Nevada
THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT.
AMENDMENT TO ENGAGEMENT LETTEREngagement Letter • June 12th, 2023 • Bioxytran, Inc • Pharmaceutical preparations
THIS AMENDMENT TO ENGAGEMENT LETTER (this “Amendment”) is dated May 8, 2023 and is made by and between BioXyTran Inc. (“BioXyTran”) has engaged WallachBeth Capital LLC (“WallachBeth” and, together with BioXyTran, the “Parties”).
AgreementAgreement • October 29th, 2009 • America's Driving Ranges, Inc. • Services-miscellaneous amusement & recreation
This Agreement is entered into this 26 th day of October, 2009, by and between US Natural Nutrients and Minerals, Inc. (hereinafter referred to as USNNM) and M Strata, LLC, a Nevada limited liability company (hereinafter referred to as Owner) with reference to the following facts:
ContractBioxytran, Inc • March 22nd, 2024 • Pharmaceutical preparations • Nevada
THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT.
SECURITY PURCHASE AGREEMENTSecurity Purchase Agreement • March 22nd, 2024 • Bioxytran, Inc • Pharmaceutical preparations • Delaware
This SECURITY PURCHASE AGREEMENT (this “Agreement”) is dated as of March 15, 2024 and is made by and between Bioxytran, Inc., a Nevada corporation (the “Company”), and the investors named on the signature pages hereto (the “Investors”).
BIOXYTRAN, INC STOCK OPTIONBioxytran, Inc • April 19th, 2024 • Pharmaceutical preparations • Delaware
This Option (the “Option”) certifies that, for value received, NDPD Pharma, Inc. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on November 20, 2026, (the “Termination Date”), the five-year anniversary of this agreement (the “Exercise Period”), to subscribe for and purchase from the Company, up to 17.5% of outstanding shares of Common, or the equivalent in Preferred Stock, on a fully diluted basis,* (the “Option Shares”) of the Common Stock of the Company, par value $.001 per share in accordance with the exchange terms of the Joint Venture Agreement between Bioxytran, Inc., a Nevada corporation (the “Company”), and Black Diamond Financial Group LLC, issued on May 5, 2020 (the “JV Agreement”). The purchase price of Common Stock under this Option shall be equal to the Exercise Price, as defined in S
PUBLIC OFFERING SUBSCRIPTION AGREEMENT Bioxytran, Inc.Public Offering Subscription Agreement • January 30th, 2019 • Bioxytran, Inc • Pharmaceutical preparations • Nevada
The shares purchased will be registered in my/our name only, as holder of record, and a certificate representing the shares I purchase will be delivered to me/us as soon as practicable after the Company approves this subscription. The certificate will be delivered to me/us at the address set forth below. I/we have given my/our Social Security or Tax Identification number and current telephone numbers below. PLEASE PRINT THE FOLLOWING INFORMATION LEGIBLY AND SIGN THIS SUBSCRIPTION AGREEMENT WHERE INDICATED ON THE NEXT PAGE OR YOUR SUBSCRIPTION WILL NOT BE ACCEPTED.
LICENSE AGREEMENTLicense Agreement • June 24th, 2021 • Bioxytran, Inc • Pharmaceutical preparations • Nevada
This License Agreement (“Agreement”) is made this ____ day of April, 2021 (the “Effective Date”), by and among Pharmalectin, Inc. (“Licensee”), a Delaware corporation, and Bioxytran, Inc. (“BIXT”), a Nevada corporation.
Mining AgreementMining Agreement • October 29th, 2009 • America's Driving Ranges, Inc. • Services-miscellaneous amusement & recreation • Nevada
This Agreement is entered into this 26 th day of October, 2009, by and between Jeff Hayden, individually and JNH Mining, Inc., a Nevada corporation (hereinafter Jeff Hayden and JNH Mining, Inc. shall be referred collectively referred to as JNH)) and U.S. Natural Nutrients and Minerals, Inc. (hereinafter referred to as USNNM) with reference to the following facts:
INVESTOR RELATIONS AGREEMENTInvestor Relations Agreement • February 22nd, 2010 • U.S. Natural Nutrients & Minerals, Inc. • Wholesale-farm product raw materials • California
THIS INVESTOR RELATIONS AGREEMENT (the "Agreement") is made effective this 31st day of December, 2009 (the "Effective Date") by and between Thomas Yarbray, whose principal offices are located at 78365 Highway 111, #287, La Quinta, CA 92253 (hereinafter referred to as the "Consultant") and U.S. Natural Nutrients & Minerals, Inc., a Nevada corporation whose principal offices are located at 375 N. Stephanie Street, Building 2, Suite 211A, Henderson, NV 89014, (hereinafter referred to as the "Client" or the "Client").
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among BIOXY ACQUISITION CORP. and BIOXYTRAN, INC. SEPTEMBER 17, 2018 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • September 24th, 2018 • U.S. Rare Earth Minerals, Inc • Wholesale-farm product raw materials • New York
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of September 17, 2018, by and among U.S. Rare Earth Minerals, Inc., a Nevada corporation (the “Parent”), BiOxy Acquisition Corp., a Wyoming corporation wholly owned by Parent (the “Acquisition Subsidiary”), and BioxyTran, Inc., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”
AMENDMENT #1Bioxytran, Inc • March 12th, 2020 • Pharmaceutical preparations
THIS AMENDMENT #1 (the “Amendment”) to the Warrant (as defined below), is entered into by and between Bioxytran, Inc., a Nevada corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company (the “Holder”) (collectively the “Parties”).
ContractBioxytran, Inc • June 10th, 2022 • Pharmaceutical preparations
WO 2022/099061 PCT/US2021/058321 PATENT COOPERATION TREATY From the INTERNATIONAL BUREAU PCT NOTIFICATION CONCERNING AVAILABILITY OF THE PUBLICATION OF THE INTERNATIONAL APPLICATION To: MCDONALD, J., Cooper Clark & Elbing LLP 101 Federal Street 15th Floor Boston, MA 02110 ETATS-UNIS D’AMERIQUE Date of mailing (day/month/year) 12 May 2022 (12.05.2022) Applicant’s or agent’s file reference 51577-003W02 IMPORTANT NOTICE International application No. PCT/US2021/058321 International filing date (day/month/year) 05 November 2021 (05.11.2021) Priority date (day/month/year) 06 November 2020 (06.11.2020) Applicant BIOXYTRAN, INC. The applicant is hereby notified that the International Bureau: has published the above-indicated international application on 12 May 2022 (12.05.2022) under No. WO 2022/099061 □ has republished the above-indicated international application on under No. WO For an explanation as to the reason for this republication of the international application, reference is made to
Issuer: Bioxytran Inc. or SPV as designated (the “Company”)Bioxytran, Inc • April 9th, 2021 • Pharmaceutical preparations
Investors: Black Diamond Financial Group LLC (“Black Diamond” or “BDFG”), and/or its assigns as designated by BDFG, (collectively, the “Investor” and, together with permitted assignees, the “Holders”).
AMENDMENT #1Bioxytran, Inc • March 12th, 2020 • Pharmaceutical preparations
THIS AMENDMENT #1 (the “Amendment”) to the Warrant (as defined below), is entered into by and between Bioxytran, Inc., a Nevada corporation (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company (the “Holder”) (collectively the “Parties”).
