BIOXYTRAN, INC. Files S-1/A Amendment

TL;DR

BIOXYTRAN, INC. (formerly U.S. RARE EARTH MINERALS) filed an S-1/A amendment on Feb 5, 2025. Check for updates.

AI Summary

BIOXYTRAN, INC. filed an S-1/A amendment on February 5, 2025, detailing its business operations and financial status. The company, formerly known as U.S. RARE EARTH MINERALS, INC., is incorporated in Nevada and has its principal executive offices in Needham, MA. This filing is an amendment to a previous registration statement.

Why It Matters

This S-1/A filing provides updated information for investors and the public regarding BIOXYTRAN, INC.'s corporate structure, business, and financial condition, which is crucial for investment decisions.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it represents a company in the process of registering securities, which can involve inherent risks associated with early-stage or evolving businesses.

Key Numbers

• 2834 — SIC Code (Standard Industrial Classification for Pharmaceutical Preparations)
• 333-284415 — SEC File Number (SEC registration file number)

Key Players & Entities

• BIOXYTRAN, INC. (company) — Filer and subject of the filing
• U.S. RARE EARTH MINERALS, INC. (company) — Former name of BIOXYTRAN, INC.
• 0001445815 (company) — Central Index Key for BIOXYTRAN, INC.
• 20250205 (date) — Filing date of the S-1/A amendment
• Needham, MA (location) — Business address city and state

FAQ

Key Financial Figures

• $0.001 — Shares") of our Common Stock, par value $0.001 per share ("Common Stock"). The Shares
• $1,600,000 — available principal amount available is $1,600,000. The transaction will be made at the lo
• $400,000 — will pay the investor a Purchase fee of $400,000 and an administrative fee of $35,000 to
• $35,000 — f $400,000 and an administrative fee of $35,000 to be taken out from the purchase price
• $1,165,000 — amount obtained by the Company will be $1,165,000, or a discount of 27% to the maximum av
• $0.088 — mmon Stock as reported on the OTCQB was $0.088 per share; however, we have a limited t
• $110,000 — missory note in the principal amount of $110,000, including all interest due thereon, wh
• $18,404,275 — 2024, we had an accumulated deficit of $18,404,275, while the Company had $34,672 cash on
• $34,672 — t of $18,404,275, while the Company had $34,672 cash on hand. We do not currently hav
• $3,700,000 — elieve that we must raise not less than $3,700,000 in the current offering in addition to
• $5,300,000 — owever, funding at any level lower than $5,300,000 will delay the development of our techn
• $2,165,000 — "), in an aggregate principal amount of $2,165,000 with 6% interest. At any time after t
• $500,000 — eceives gross proceeds of not less than $500,000. As at September 30, 2024, there is onl
• $105,000 — til December 1, 2024, in exchange for a $105,000 debt discount, and the conversion price
• $0 — ed to the lower of (i) a fixed price of $0.08, or (ii) if the VWAP at the date of

Filing Documents

• forms-1a.htm (S-1/A) — 4175KB
• ex23-1.htm (EX-23.1) — 5KB
• ex107.htm (EX-FILING FEES) — 10KB
• logo_1.jpg (GRAPHIC) — 19KB
• aud_1.jpg (GRAPHIC) — 11KB
• ex23-1_001.jpg (GRAPHIC) — 27KB
• ex23-1_002.jpg (GRAPHIC) — 14KB
• 0001493152-25-004932.txt ( ) — 18061KB
• bixt-20240930.xsd (EX-101.SCH) — 78KB
• bixt-20240930_cal.xml (EX-101.CAL) — 67KB
• bixt-20240930_def.xml (EX-101.DEF) — 448KB
• bixt-20240930_lab.xml (EX-101.LAB) — 553KB
• bixt-20240930_pre.xml (EX-101.PRE) — 526KB
• forms-1a_htm.xml (XML) — 3832KB

USE OF PROCEEDS

USE OF PROCEEDS 24 DIVIDEND POLICY 24

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 24 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 24

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 27 DESCRIPTION OF BUSINESS 28

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 39 DESCRIPTION OF PROPERTY 49 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 49 DIRECTOR AND EXECUTIVE COMPENSATION 49 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 54 DESCRIPTIONS OF CAPITAL STOCK 54 SHARES REGISTERED FOR RESALE 55 SELLING STOCKHOLDER 56 PLAN OF DISTRIBUTION 57 MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS 59 ADDITIONAL INFORMATION 60 INDEMNIFICATION OF DIRECTORS AND OFFICERS 60 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 60 LEGAL MATTERS 61 EXPERTS 61 INTERESTS OF NAMED EXPERTS AND COUNSEL 61

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 61 iii PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this Prospectus. To understand this offering fully, you should read the entire Prospectus carefully, including the "Risk Factors" section, the financial statements and the notes to the financial "us," or "our" refers to Bioxytran, Inc. Bioxytran, Inc. ("we", "us", or the "Company") is a clinical stage pharmaceutical company focused on the development, manufacture and commercialization of therapeutic drugs designed to address hypoxia (a lack of oxygen to tissues) in humans. Hypoxia needs to be addressed quickly, otherwise it results in necrosis, the death of cells comprising body tissue. Necrosis cannot be reversed. Our lead drug candidate, a hypoxia platform technology with code-name BXT-25, is planned to be an Acellular Oxygen Carrier ("AOC") consisting of bovine hemoglobin stabilized with a co-polymer. BXT-25's intended application includes the treatment of hypoxic conditions in the brain resulting from stroke. We believe that our approach is novel when applied to hypoxic conditions in humans. Our drug development efforts are guided by specialists who work on co-polymer chemistry and other disciplines. We intend to supplement our efforts with input from a scientific and medical advisory board whose members include leading physicians. We plan to initiate pre-clinical studies of BXT-25. However, we cannot provide any assurance that we will successfully initiate or complete those planned trials and be able to initiate any other clinical trials for BXT-25 or any of our future drug candidates. At the issuance of the 18,000,000 shares in the Closing Agreement we will have 117,932,963 shares of Common Stock outstanding, which does not include shares of Common Stock issuable under our 2021 Stock Incentive Plan, but includes the 11,88

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