8-K/A: Bioxytran Acquires NDPD Pharma in Stock Deal, Expanding COVID-19 and Antiviral Therapeutic Portfolio

Bioxytran, Inc. has acquired NDPD Pharma, Inc. in a stock transaction, gaining access to key assets including preferred stock, a COVID-19-related license agreement, and patents for antiviral treatments.

Summary

• Bioxytran acquired 100% of NDPD Pharma on October 25, 2024, in a stock deal.
• NDPD's assets include 14,085,419 shares of preferred stock valued at $0.543 per share, a license agreement for PLM limited to prescription drug(s) for the Covid-19 indication with a 33% royalty, a patent for use of partially hydrolyzed guar gum (PHGG) in Covid-19 treatment, a patent for use of PHGG broad spectrum antiviral treatment, and manufacturing know-how in PHGG compounds for prescription based therapeutics.
• The acquisition was valued using the Volume-Weighted Average Price (VWAP) of Bioxytran's common shares as of the last trading day prior to October 1, 2024.
• NDPD shareholders received 3,389,169 shares of Bioxytran common stock and 28,467,564 shares of Bioxytran preferred stock.
• The license agreement for 33% of the value in a single indication (Covid-19) was valued at $8,190,000 and the stock in Bioxytran (14,085,410 Preferred shares) was valued at $7,660,000.
• The consideration paid included $289,774 for the common stock and $12,169,884 for the preferred stock, totaling an assumed value of $12,459,658.
• Ola Soderquist, Chief Financial Officer of Bioxytran, Inc., will enter into a written trading plan (the 10b5-1 Plan) to sell 500,000 shares of Common Stock.
• The 10b5-1 Plan is scheduled to terminate on December 31, 2025.

Sentiment

Score: 6

Explanation: The acquisition is a positive development for Bioxytran, expanding its portfolio. However, the sale of shares by the CFO and the accounting treatment under ASC 805-50 introduce some uncertainty.

Positives

• Bioxytran gains access to patents and know-how related to PHGG compounds for prescription-based therapeutics.
• The acquisition expands Bioxytran's portfolio in the COVID-19 and antiviral treatment space.
• The potential value of the patents could be significantly higher than initially appraised due to promising results across multiple indications.
• The acquisition is expected to be accounted for under ASC 805-50, which may have specific accounting implications.

Negatives

• The license agreement only symbolizes 33% of the Covid-19 patent value.
• Ola Soderquist, Chief Financial Officer of Bioxytran, Inc., will enter into a written trading plan (the 10b5-1 Plan) to sell 500,000 shares of Common Stock, which could put downward pressure on the share price.

Risks

• The actual value of the acquired assets may differ from the appraised value.
• The success of the acquired patents and license agreement depends on future clinical trials and market acceptance.
• The integration of NDPD Pharma into Bioxytran could present challenges.
• The sale of 500,000 shares of Common Stock by Ola Soderquist, Chief Financial Officer of Bioxytran, Inc., could put downward pressure on the share price.

Future Outlook

The company is focused on developing prescription-based therapeutic assets for human use and believes the acquired patents have a broader application than initially anticipated.

Industry Context

The acquisition reflects a trend in the pharmaceutical industry of companies seeking to expand their portfolios through strategic acquisitions of promising assets and technologies, particularly in areas with unmet medical needs such as COVID-19 and other viral infections.

Comparison to Industry Standards

• Valuation practices appear to align with industry standards, as the company used an independent Accredited Senior Appraiser (ASA) and followed established valuation standards.
• The royalty rate of 33% in the license agreement is within the typical range for pharmaceutical licensing agreements.
• The application of ASC 805-50 due to the joint ownership by the Company's officers is a specific accounting treatment that reflects the unique circumstances of this transaction.

Stakeholder Impact

• Shareholders: Potential for increased value due to expanded portfolio, but also potential dilution from stock issuance and downward pressure from CFO's stock sale.
• Employees: Potential for new opportunities and growth within the combined company.
• Customers: Potential for access to new and improved therapeutic options.
• Suppliers: Potential for increased business volume due to expanded operations.

Next Steps

• Integration of NDPD Pharma's assets and operations into Bioxytran.
• Further development and clinical trials of the acquired patents and license agreement.
• Execution of Ola Soderquist's 10b5-1 Plan to sell 500,000 shares of Common Stock.
• Disclosure of transactions executed in accordance with the 10b5-1 Plan through Form 4 filings.

Key Dates

Keywords

acquisition, NDPD Pharma, Bioxytran, COVID-19, antiviral, PHGG, patent, license agreement, stock, PLM