BIXT Bioxytran Inc (QB)

 

We are a reporting company under Section 13 of the Securities Exchange Act of 1934, as amended.

As filed with the Securities and Exchange Commission on February 11, 2025

 

Registration No. 333-284415

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1/A

(Amendment No. 2)

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

BIOXYTRAN, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		2834		26-2797630
(State or jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification No.)

 

75 2nd Ave.

Suite 605

Needham, MA 02494

617-454-1199

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

David Platt, PhD

Chairman

75, Second Ave.

Suite 605

Needham, MA 02494

617-454-1199

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Robert J. Burnett

Witherspoon Brajcich McPhee, PLLC

601 W Main Ave #1400

Spokane, WA 99201

509-455-9077

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If delivery of the Prospectus is expected to be made pursuant to Rule 434, check the following box. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company., or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
		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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

This amendment is filed with the sole purpose to include the opinion of our legal counsel, Witherspoon Brajcich McPhee, PLLC.

 

Exhibit Number		Description
5.1	++	Opinion of SEC LAWYER regarding legality and Consent
++		Filed herewith

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Needham, Massachusetts, on February 11, 2025.

 

	BIOXYTRAN, INC.
	By:	/s/ David Platt, Ph.D.
	Name:	David Platt, Ph.D.
	Title:	President & Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints David Platt, Ola Soderquist and Robert J. Burnett, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorney-in-fact and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act and any requirements of the SEC in respect thereof, in connection with the filing with the SEC of this Registration Statement on Form S-1 under the Securities Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the SEC, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto said attorney-in-fact and agent, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.

 

Signature		Title		Date
/s/ David Platt, Ph.D.		Chief Executive Officer, President and		February 11, 2025
David Platt, Ph.D.		Chairman of the Board of Directors (principal executive officer)
/s/ Ola Soderquist		Chief Financial Officer, Secretary, Treasurer		February 11, 2025
Ola Soderquist
/s/ Dale H. Conaway, DVM*		Director		February 11, 2025
Dale H. Conaway
/s/ Radka Milanova, Ph.D.*		Director		February 11, 2025
Radka Milanova
/s/ Alan M. Hoberman, Ph.D.*		Director		February 11, 2025
Alan M. Hoberman
/s/ Anders Utter*		Director		February 11, 2025
Anders Utter

 

*By:	/s/ David Platt, Ph.D.
	David Platt, Ph.D.
	Attorney-in-Fact

 

 

Exhibit 5.1

 

 

Robert J. Burnett

rburnett@workwith.com

509.252.5657

 

February 11, 2025

 

Board of Directors

Bioxytran, Inc.

 

To Whom it May Concern:

 

In our capacity as counsel for Bioxytran, Inc. (the “Company”), we have participated in the corporate proceedings relative to the issuance by the Company of a maximum of 18,000,000 shares of Common Stock as set out and described in the Company’s Registration Statement on Form S-1 under the Securities Act of 1933 (the “Registration Statement”).

 

We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Company’s Articles of Incorporation, as amended to date, (iii) the Company’s Bylaws, (iv) certain resolutions of the Company’s board of directors and (v) such other documents as we have deemed necessary or appropriate for purposes of rendering the opinion set forth herein.

 

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to the opinion expressed herein that were not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.

 

Based upon the foregoing, we opine that:

 

(1) The Company is a corporation duly organized and validly existing under the laws of the State of Nevada, as amended, including statutory provisions, and all applicable provisions of the Nevada Revised Statutes Chapter 78 Private Corporations and reported judicial decisions interpreting those laws;

 

(2) The Company has taken all requisite corporate action and all action required with respect to the authorization, issuance and sale of Common Stock issued pursuant to the Registration Statement;

 

(3) The up to 18,000,000 shares of Common Stock to be issued via an indirect primary offering to TRITON FUNDS LP (“TRITON”), pursuant to a Closing Agreement, once issued will be duly authorized, validly issued, fully paid and non-assessable.

 

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the references to the firm in the Registration Statement.

 

	Very truly yours,
	WITHERSPOON BRAJCICH MCPHEE PLLC

 

A Professional Limited Liability Company

 

601 West Main Avenue, Suite 1400

Spokane, Washington 99201-0677

Telephone: (509) 455-9077

Facsimile: (509) 624-6441

Toll Free: (866) 903-9912

 

 

---