S-1/A: Bioxytran Files for Resale of 18 Million Shares Following Agreement with Triton Funds LP

Bioxytran is registering the resale of 18 million common shares by a selling stockholder, TRITON FUNDS LP, following a closing agreement for a maximum principal amount of $1.6 million.

Summary

• Bioxytran, Inc., a clinical stage pharmaceutical company, has filed a registration statement for the resale of up to 18,000,000 shares of its common stock.
• These shares are to be issued to TRITON FUNDS LP as part of a closing agreement.
• The maximum principal amount available under the agreement is $1,600,000.
• The purchase will occur at the lowest trading price on OTC Markets in the 10 days prior to closing, with TRITON FUNDS LP's ownership capped at 19.9% of Bioxytran's common stock.
• Bioxytran will receive a maximum net amount of $1,165,000 from the sale of purchase shares, after deducting a $400,000 purchase fee and a $35,000 administrative fee.
• The selling stockholder may offer the shares from time to time through public or private transactions at prevailing market prices or at privately negotiated prices.
• Bioxytran will not receive any proceeds from the resale of shares by the selling stockholder.
• The company's common stock is quoted on the OTCQB under the symbol BIXT, with the last reported sale price on December 31, 2024, at $0.088 per share.
• Bioxytran has a limited trading market for its stock, and there is no assurance that a trading market will develop or be sustained.

Sentiment

Score: 4

Explanation: The document is factual and neutral in tone, but the underlying information suggests financial challenges and reliance on external funding, leading to a slightly negative sentiment.

Positives

• The closing agreement with TRITON FUNDS LP provides Bioxytran with a potential influx of $1,165,000 in net proceeds.
• The common stock is currently eligible for resale under Rule 144.

Negatives

• Bioxytran will not receive any proceeds from the resale of shares by the selling stockholder.
• The company will pay the investor a Purchase fee of $400,000 and an administrative fee of $35,000 to be taken out from the purchase price.
• The maximum net amount obtained by the Company will be $1,165,000, or a discount of 27% to the maximum available principal amount.
• Bioxytran has a limited trading market for its stock, and there is no assurance that a trading market will develop or be sustained.
• The company's stock was subject to a 10-day trading suspension in April 2020.

Risks

• There is no assurance that a trading market for Bioxytran's stock will develop or be sustained.
• A purchaser of Bioxytran's common stock may find it difficult to resell the securities.
• The selling stockholder may offer all, some, or none of its shares, making it impossible to determine the number of shares it will hold after the offering.
• The company's stock was subject to a 10-day trading suspension in April 2020, and a repeat suspension could occur.
• The company's independent registered accounting firm noted in its report accompanying our financial statements for the period ending December 31, 2023, that the Company's limited resources and operating history, as well as operating losses raise substantial doubt about the Company's ability to continue as a going concern.
• As of September 30, 2024, we had an accumulated deficit of $18,404,275, while the Company had $34,672 cash on hand.
• We believe that we must raise not less than $3,700,000 in the current offering in addition to current cash on hand to be able to continue our business operations for approximately the next fifteen (15) months; however, funding at any level lower than $5,300,000 will delay the development of our technology and business.

Future Outlook

Bioxytran plans to continue the development of its products and will need to raise additional capital through public or private sales of its securities, debt financing or short-term bank loans, or a combination of the foregoing.

Industry Context

The announcement is related to the capital markets and financing activities of a clinical stage pharmaceutical company. It reflects the company's need to raise capital to fund its operations and development programs.

Comparison to Industry Standards

• It is difficult to compare Bioxytran's financial situation to industry standards due to its unique stage of development and specific circumstances.
• However, it is common for clinical-stage pharmaceutical companies to rely on external funding to support their research and development activities.
• The terms of the agreement with TRITON FUNDS LP, including the fees and ownership cap, are typical of financing arrangements for small-cap companies.

Stakeholder Impact

• Existing shareholders may experience dilution due to the issuance of new shares.
• The company's ability to fund its operations and development programs depends on the success of this offering.
• The market price of Bioxytran's common stock may be affected by the resale of shares by the selling stockholder.

Key Dates

Keywords

Bioxytran, Triton Funds LP, common stock, resale, offering, securities, BIXT, OTCQB, closing agreement, pharmaceutical, hypoxia, BXT-25, ProLectin