BIXT 8-K
Bioxytran, Inc (BIXT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 1.01 Entry into a Material Definitive Agreement
Acquisition of NDPD Pharma, Inc.
Overview
On October 25, 2024, the Company’s Board of Directors unanimously voted to acquire 100% of the issued and outstanding shares of Common Stock of NDPD Pharma, Inc. (“NDPD”). NDPD, of which the Company’s officers have beneficial ownership, had its assets valued by an independent Accredited Senior Appraiser (“ASA”) in Business Valuations. NDPD’s shareholders were offered a stock purchase agreement, allowing them to sell 100% of their Common Stock at the appraised value, to be paid by issuance of (i) 3,389,169 shares of Bioxytran Common Stock to non-affiliates, and (ii) 28,467,564 shares of Bioxytran Preferred Stock, to affiliates. The shares were valued using the Volume-Weighted Average Price (“VWAP”) of the Company’s Common shares as quoted on OTC Markets as of the last trading day prior to October 1, 2024, (the “Valuation Date”); the Preferred shares use the same price multiplied by 5, which is the conversion rate of the Preferred shares into Bioxytran Common shares. The offer was accepted by all NDPD shareholders. The Company claims an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) under Rule 145 promulgated under the Securities Act.
NDPD was organized on October 5, 2017, as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 authorized shares of Common Stock with a par value of $0.0001, and 5,000,000 shares of Preferred Stock with a par value of $0.0001. At the time of the acquisition NDPD had 15,000,000 shares of Common Stock outstanding.
At the time of acquisition, NDPD held 14,085,410 shares of Bioxytran Preferred Stock with a fair market value of $7,660,000 and a book value of $4,007,572. These shares were subsequently canceled and returned to treasury. NDPD also held the patents for ProLectin-M (“PLM”), a compound based on Partially Hydrolyzed Guar Gum (“PHGG”).
| WO2022099052A1 | Polysaccharides for Use in Treating Sars-Cov-2 Infections | |
| WO2023178228A1 | Lectin-Binding Carbohydrates for Treating Viral Infections |
The right of use, limited to the COVID-19 indication, for the patents were transferred to Bioxytran as per the License Agreement between Pharmalectin, Inc. and NDPD Pharma, Inc. dated May 2, 2021 (the “License Agreement”), wherein NDPD was to receive a 33% royalty. The value of the License Agreement was appraised at $8,190,000. However, in-vitro studies and limited human trials have shown that PLM has a much broader application than initially anticipated, with promising results across multiple indications, including RSV, H1N1, EBV, shingles, and conjunctivitis, among others, suggesting the value of the patents could be significantly higher.
The following table summarizes the fair market value of assets acquired and liabilities assumed as of the acquisition date:
| October 25, 2024 | ||||
| Consideration Paid | ||||
| Common Stock – 3,389,169 shares @ $0.109 | $ | 368,623 | ||
| Preferred Stock – 28,467,564 shares @ $0.543 | 15,481,377 | |||
| Preferred Stock returned to Treasury - 14,085,410 shares | (4,007,572 | ) | ||
| Assumed value | $ | 11,842,428 | ||
| Assets acquired and liabilities assumed: | ||||
| Cash | $ | 396 | ||
| Assumed Expenses | 1,828 | |||
| Intangible assets – amortized over 17 years | 8,190,000 | |||
| Goodwill | 5,382,610 | |||
| Deferred taxes (21%) | (1719,900 | ) | ||
| Loan from affiliate | (12,506 | ) | ||
| $ | 11,842,428 | |||
The Company applies ASC 805, “Business Combinations”. ASC 805 requires recognition of assets acquired, liabilities assumed, and non-controlling interest in the acquired entity at the acquisition date, measured at their fair values as of that date. This ASC also requires the fair value of acquired in-process research and development (“IPR&D”) to be recorded as intangibles with indefinite lives, contingent consideration to be recorded on the acquisition date, and restructuring and acquisition-related deal costs to be expensed as incurred. Any excess of the fair value of net assets acquired over purchase price and any subsequent changes in estimated contingencies are to be recorded in earnings. In addition, changes in valuation allowance related to acquired deferred tax assets and in acquired income tax position are to be recognized in earnings.
Intangible assets relate to the two patents WO2022099052A1 and WO2023178228A1 and to the License Agreement. The acquired definite-lived intangible assets are being amortized over a weighted-average estimated useful life, currently eighteen years, on a straight-line basis. The fair value of the intangible assets was determined by using the “income approach,” which is a valuation technique that provides the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the significant assumptions inherent in the development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues and EBITDA), the appropriate discount rate necessary to measure the risk inherent in each future cash flow stream, the life cycle of each asset, the potential regulatory and commercial success risk, and competitive trends impacting the asset and each cash flow stream, as well as other factors.
Goodwill, which is derived from the enhanced scientific expertise, and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and is not deductible for tax purposes. In accordance with ASC 805-740, the Company established a deferred tax liability with an offset to goodwill in connection with the accounting for the opening balance sheet of the NDPD acquisition as a result of book-to-tax differences primarily related to the intangible assets. Goodwill is not amortized but ASC 350 require instead that companies test goodwill for impairment at least annually. Goodwill impairment testing involves comparing the carrying amount of goodwill (the amount at which it is recorded on the balance sheet) to its fair value. If the carrying amount exceeds the fair value, an impairment loss is recognized.
Item 7.01 Regulation FD Disclosure.
On, or around, October 25, 2024, Ola Soderquist, Chief Financial Officer of Bioxytran, Inc. (the “Company”), will enter into a written trading plan (the “10b5-1 Plan”), in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company’s insider trading policy, to sell 500,000 shares of Common Stock. Under the 10b5-1 Plan, the shares will be sold, in one or more transactions, if the market price of the Common Stock reaches or exceeds certain minimum price thresholds specified in the 10b5-1 Plan. The 10b5-1 Plan is scheduled to terminate on March 31, 2025 (or sooner under certain circumstances including a sale of all 500,000 shares under the plan). The transactions executed in accordance with the 10b5-1 Plan will be disclosed publicly through one or more Form 4 filings with the Securities and Exchange Commission.
The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number |
Description | |
| 10.85 | * | Stock Sale and Purchase Agreement of NDPD Pharma, dated October 25, 2024 |
| 10.86 | * | Extract from Valuation Report of NDPD Pharma, dated October 1, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed as an exhibit hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BIOXYTRAN, INC. | ||
| By: | /s/ David Platt, Ph.D. | |
| David Platt, Ph.D., its Chief Executive Officer | ||
| Date October 28, 2024 | ||
Exhibit 10.85
STOCK SALE AND PURCHASE AGREEMENT
THIS STOCK SALE AND PURCHASE AGREEMENT (this “Agreement”) is dated as of October 25, 2024, and is made and entered into by and among Bioxytran, Inc., a Nevada corporation (“Buyer”) and the shareholders of NDPD Pharma, Inc. (“Sellers”) with respect to the following facts:
A. WHEREAS, Sellers collectively own 15,000,000 shares of common stock (the “Shares”), representing one hundred percent (100%) of the issues and outstand shares of NDPD Pharma, Inc., a Delaware corporation (the “Company”).
| Selling Shareholder | Common Shares | |||
| David Platt | 5,884,259 | |||
| Ola Soderquist | 5,362,374 | |||
| Mike Sheikh | 3,404,286 | |||
| Offer Binder | 349,081 | |||
B. WHEREAS, Sellers’s desire to sell to Buyer, and Buyer desires to purchase from Sellers, the Shares upon the terms and conditions set forth in this Agreement.
Accordingly, for and in consideration of the premises, the mutual promises, covenants and agreements hereafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Buyer, intending to be legally bound, do hereby agree as follows:
ARTICLE I - SALE AND PURCHASE
Section 1.1 Sale and Purchase of Shares. On and subject to the terms and conditions of this Agreement, effective as of the Closing Date, Buyer shall purchase from Sellers, and Sellers shall sell to Buyer, Fifteen Million (15,000,000) shares of common stock (the “Shares”) of the Company registered in the name of Sellers for the consideration specified in Section 1.3 and upon the terms and conditions set forth in this Agreement.
Section 1.2 Assets acquired and liabilities assumed.
| Cash | $ 428.44 | |
| Patent | WO2022099052A1 - Polysaccharides for Use in Treating Sars-Cov-2 Infections | |
| https://patents.google.com/patent/WO2022099052A1/en | ||
| License Agreement | License Agreement between Pharmalectin, Inc. and NDPD Pharma, Inc. dated May 2, 2021 | |
| https://www.sec.gov/ix?doc=/Archives/edgar/data/1445815/000149315224011014/form10-k.htm | ||
| Preferred Shares in BIXT | 14,085,410 shares of Preferred Stock with a book value of $ 4,007,572.31 | |
| Assumed expenses | $ 1,795.90 | |
| Loan from shareholder | (1) | $ 12,505.90 from Ola Soderquist |
| (1) | the loan will have a 6-month term with an interest rate of 8% |
Section 1.3 Purchase Price. The purchase price for the Shares shall be $ 15,850,000 (the “Purchase Price”). At Closing (defined below), Buyer shall pay the Purchase Price to Sellers in form of shares in Bioxytran as follows:
| Selling Shareholder | # Shares in Bioxytran | Share value | ||||||||
| David Platt | 11,433,448 | shares of Preferred Stock | $ | 6,217,796 | ||||||
| Ola Soderquist | 10,419,396 | shares of Preferred Stock | 5,666,329 | |||||||
| Mike Sheikh | 6,614,720 | shares of Preferred Stock | 3,597,251 | |||||||
| Offer Binder | 3,389,169 | shares of Common Stock | 368,623 | |||||||
| $ | 15,850,000 | |||||||||
| (2) | the shares to be valued using the Volume-Weighted Average Cost (“VWAC”) of the Company’s Common shares @ OTC Markets on the valuation day: $0.109 |
Section 1.4 Closing Date; Deliveries. The closing shall occur on October 25, 2024, or such other date as the parties hereto may agree to (the “Closing Date”). On the Closing Date, Buyer shall deliver shareholder statements and loan documents in the amount of the Purchase Price to Sellers, and Sellers shall deliver to Buyer the share certificates representing the Shares issued in the name of the Seller.
ARTICLE II - REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
To induce Buyer to enter into and perform its obligations under this Agreement, Sellers hereby represents and warrants to Buyer, and covenants with Buyer, as follows:
Section 2.1 Authority and Capacity. Sellers has all requisite power, authority and capacity to enter into this Agreement. The execution, delivery and performance of this Agreement by Sellers does not, and the consummation of the transaction contemplated hereby will not, result in a breach of or default under any agreement to which Sellers is a party or by which Sellers is bound.
Section 2.2 Binding Agreement. This Agreement has been duly and validly executed and delivered by Sellers and constitutes Sellers’ valid and binding agreement, enforceable against Sellers in accordance with and subject to its terms.
Section 2.3 Title to Shares. Sellers are the lawful, record and beneficial owners of all of the Shares, free and clear of any liens, claims, agreements, charges, security interests and encumbrances whatsoever. The sale, conveyance, assignment, and transfer of the Shares in accordance with the terms of this Agreement transfers to Buyer legal and valid title to the Shares, free and clear of all liens, security interests, hypothecations or pledges.
Section 2.4 Financial Statements. As the sole owners of the Company, the Sellers are familiar with the reports. Sellers represents that none of the Financial Statements contain an untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein in light of the circumstances under which they were made not misleading. Sellers make no representation or warranty regarding the Company, its business, operations, financial condition or prospects other than as set forth in the Financial Statements.
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF BUYER
To induce Sellers to enter into and perform their obligations under this Agreement, Buyer represents and warrants to Sellers as follows:
Section 3.1 Authority and Capacity. Buyer has all requisite power, authority and capacity to enter into this Agreement. The execution, delivery and performance of this Agreement by Buyer does not, and the consummation of the transaction contemplated hereby will not, result in a breach of or default under any agreement to which Buyer is a party or by which Buyer is bound.
Section 3.2 Disclosure. Buyer has reviewed the Financial Statements and is aware of the Company’s business and financial condition.
Section 3.3 Investment Representations. Buyer is acquiring the Shares for Buyer’s own account and is not acquiring the Shares with a view to or for sale in connection with any distribution thereof within the meaning of the Securities Act of 1933, as amended.
ARTICLE IV - MISCELLANEOUS
Section 4.1 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between the parties hereto with respect to the subject matter hereof.
Section 4.2 Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with, and shall be governed by, the laws of the State of Delaware without reference to, and regardless of, any applicable choice or conflicts of laws principles.
Section 4.3 Counterparts. This Agreement may be executed in any number of counterparts and by the several parties hereto in separate counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same Agreement.
Section 4.4 Further Assurances. Each of the parties hereto shall from time to time at the request of any other party hereto, and without further consideration, execute and deliver to such other party such further instruments of assignment, transfer, conveyance and confirmation and take such other action as such other party may reasonably request in order to more effectively fulfill the purposes of this Agreement.
IN WITNESS WHEREOF, this Agreement has been signed by the parties hereto as of the date first above written.
++++ signature page to follow ++++
Exhibit 10.86
EXTRACT FROM VALUATION REPORT
October 7, 2024
Ola Soderquist
Chief Financial Officer
BioXyTran, Inc.
72 2nd Avenue, Ste 605
Needham, MA 02494
Dear Mr.Soderquist,
Brookline Valuation Services, Inc. (“BVS”) has been engaged by NDPD Pharma Inc., a Delaware corporation, for estimating Fair Market Value of NDPD Pharma, Inc. by valuing the licensing agreement, dated May 2, 2021, between NDPD Pharma, Inc. (Licensor) and Pharmalectin, Inc. (Licensee).
We understand that this report and its conclusions (“valuation” or “the opinion”) would assist BioXyTran, Inc. (and the authorized board members) in determining fair value of NDPD Pharma, Inc.
The standard of value utilized in our valuation is ‘Fair Market Value’ as defined by IRS Revenue Ruling 59-60, Fair Market Value Measurements as the amount at which the property would change hands between a willing buyer and willing seller, when the former is not under any compulsion to buy, and the latter is not under any compulsion to sell, both parties having reasonable knowledge of relevant facts.
The valuation report is solely intended for use by the Company’s management (and the authorized board members), the Company’s independent auditors, and the Company’s legal counsel. It is not to be used, circulated, quoted, or otherwise referred to for any other purpose, including, but not limited to, the registration, purchase, or sale of securities, nor is it to be filed with or referred to, in whole or in part, in a registration statement or any other document, except that reference may be made to it in documents filed with the Securities and Exchange Commission upon our express written consent.
Based on our study and the analytical review procedures employed therein, we have concluded that a reasonable estimate of the Fair Market Value of the Patented Technology owned by NDPD as of October 01, 2024, is
$8,190,000
Executive Summary
On September 15, 2024, the shareholder of NDPD Pharma, Inc. (“Seller” or the “Company” or “NDPD Pharma”) entered into a Stock Sale and Purchase Agreement (“the Agreement”), with Bioxytran Inc., a Nevada corporation (the “Buyer”) to acquire substantially all the assets of NDPD Pharma.
The key assets of NDPD Pharma include the licensing agreement between NDPD Pharma and Pharmalectin, Inc. (“PHL”) and the preferred shares of Bioxytran, Inc. owned by NDPD Pharma Inc.
The objective of this engagement is to determine the fair market value of the licensing agreement, executed between NDPD Pharma and Pharmalectin, dated May 2, 2021. The following steps were taken in our analysis:
| ● | The cash flows, to be generated by the licensing agreement, were derived based on 33.33% royalty rate on the net sales of the drug ProLectin-M. To calculate the royalty cash flows, we used projected global revenues from ProLectin-M, between 2026 to 2030, which include projected sales for US and that for rest of the world. | |
| ● | These royalty payments were adjusted by the cumulative probability of the drug’s commercialization. | |
| ● | A discount rate of 40% was applied to calculate the present value of the probability-adjusted royalty cash flows, resulting in a net present value of $8.19 million for the licensing agreement. |
Net Present Value of License Agreement (in $ millions)
| Particulars | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 | 2030 | |||||||||||||||||||||
| Total Expected revenue for Prolectin-M – US and rest of the world | - | - | 302 | 508 | 713 | 933 | 1167 | |||||||||||||||||||||
Royalty Cashflows (1/3 of Net Projected Revenue) | 101 | 169 | 238 | 311 | 389 | |||||||||||||||||||||||
| Cumulative Probability of commercialization of Prolectin-M | 1.49 | % | 1.49 | % | 1.49 | % | 1.49 | % | 1.49 | % | ||||||||||||||||||
Probability Weighted Cashflows Discount Rate | 40 | % | 1.51 | 2.53 | 3.55 | 4.65 | 5.81 | |||||||||||||||||||||
| Present Value Factor | 0.96 | 0.81 | 0.68 | 0.58 | 0.49 | 0.41 | 0.35 | |||||||||||||||||||||
| Discounted Cashflow | - | - | 1.03 | 1.47 | 1.74 | 1.92 | 2.03 | |||||||||||||||||||||
| Net Present Value | 8.19 | |||||||||||||||||||||||||||
The following table below shows the Fair Value of NDPD Pharma:
Fair Market Value of NDPD Pharma
| Particulars | Amount (in $ million) | |||
| Assets | ||||
| Cash | 0.0004 | |||
| License Agreement | 8.19 | |||
| Preferred Shares in BIXT (Market to Market at October 1st, 2024, market close price) | 7.66 | |||
| Total Assets (A) | 15.85 | |||
| Liabilities | ||||
| Assumed expenses | 0.002 | |||
| Loan from shareholder | 0.013 | |||
| Total Liabilities (B) | 0.014 | |||
| Fair Market Value of Equity (A-B) | 15.84 | |||
The market value of Preferred Shares in BIXT are marked to market at the closing price of October 1st, 2024.
Certification
We certify that, to the best of our knowledge and belief:
| 1. | The statements of fact contained in this report are true and correct. |
| 2. | The reported analyses, opinions, and conclusions included in the valuation report are subject to the specified assumptions and limiting conditions set forth in the report, and they are our personal, unbiased professional analyses, opinions, and conclusions of value. |
| 3. | The economic and industry data included in the valuation report have been obtained from various printed or electronic reference sources that we believe to be reliable. We have not performed any corroborating procedures to substantiate that data. |
| 4. | This valuation engagement was performed in conformance in accordance with the ASA Business Valuation Standards of the American Society of Appraisers in conjunction with the Uniform Standards of Professional Appraisal Practice (USPAP) promulgated by the Appraisal Foundation and the Principles of Appraisal Practice and Code of Ethics of the American Society of Appraisers. |
| 5. | The valuation report is solely for the information and use by you to assist in connection with the stated purpose in the engagement letter. |
| 6. | Neither the consultants nor any of the officers, agents, or employees of Brookline Valuation Services, Inc., has any bias, present interest, or prospective interest to the property that is the subject of this report or any bias or personal interest with respect to the parties involved with this assignment. |
| 7. | Our engagement in this assignment and the compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the Acquirer, the amount of the opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this valuation. |
| 8. | We did not use the work of outside specialists to assist during the valuation engagement. |
| 9. | We have no obligation to update this report or the opinion of value for information that comes to our attention after the date of the report. |
| 10. | No other officers, agents, or employees of Brookline Valuation Services, Inc. have provided significant professional assistance to the person(s) signing this report. |
Mark Shifrin, ASA