Bioxytran Inc (BIXT)

[INV4]

As filed with the Securities and Exchange Commission on September 18, 2023

Bioxytran Inc
Form S-1

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Selling Stockholders Resale Prospectus
The information in this Prospectus is not complete and may be changed. The Company may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated September 18, 2023

Preliminary Prospectus

Bioxytran, Inc.

18,578,982 Shares of Common Stock

This Prospectus relates to the resale by the investors listed in the section of this Prospectus entitled “Selling Stockholders” (the “Selling Stockholders”) of up to 18,578,982 shares (the “Shares”) of our Common Stock, par value $0.001 per share (“Common Stock”). The Shares consist of: (i) 11,000,000 shares of Common Stock (the “Offering Shares”) to be issued as an indirect primary offering to the Selling Stockholder pursuant to a Closing Agreement, dated September 18, 2023, by TRITON FUNDS LP (the “Closing Agreement”); (ii) 655,905 shares of Common Stock (the “Warrants”) issuable upon the exercise of a Warrant to Purchase Common Stock issued on September 14, 2023, to WallachBeth Capital, LLC and/or their affiliates pursuant to the Engagement Letter issued on the same day (the “Engagement Letter”); and (iii) 6,923,077 shares of Common Stock issuable upon the conversion of a $900,000 note with Walleye Opportunities Master Fund Ltd. (the “Walleye Note”), originally issued on May 3, 2021, and amended on May 5, 2023.

More info:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1445815/000149315223033028/forms-1.htm