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June 29, 2023
David Platt, Ph.D.
Chairman
Bioxytran, Inc.
75 2nd Ave, Suite 605
Needham, MA 02494
Re:Bioxytran, Inc.
Registration Statement on Form S-1
Filed June 16, 2023
File No. 333-272691
Dear David Platt:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.We note your disclosure here that you are currently "preparing for the process" of having
your common stock listed on Nasdaq.  Please clarify if you have applied to list your
common stock on one of the Nasdaq market tiers in connection with this offering.  To the
extent that you do not plan to apply to list your common stock on Nasdaq in connection
with this offering, please remove the references to Nasdaq from your cover page.
Prospectus Summary, page 1
2.Please revise your disclosure to remove any implication that your product candidates will
be safe or effective, as such conclusions are within the sole authority of the FDA and
comparable foreign regulators.  By way of example only, on page 2 you state that (i) the

 FirstName LastNameDavid Platt, Ph.D.
 Comapany NameBioxytran, Inc.
 June 29, 2023 Page 2
 FirstName LastName
David Platt, Ph.D.
Bioxytran, Inc.
June 29, 2023
Page 2
ProLectin-M technology provides for "rapid, cost-effective and validated development
of safe new molecule" and (ii) your latest Phase 2 trial resulted in "positive topline safety
and efficacy results."  We also note disclosure on page 36 stating ProLectin will "restore
adaptive immune function" and "eradicate the virus."  Please note that these examples are
not intended to be exhaustive. Please remove these statements, and any others like them,
or revise these statements to instead present objective data resulting from your clinical
trials.
Risk Factors, page 5
3.Please include a risk factor discussing potential risks to investors arising from the order of
suspension of trading in your securities issued by the Commission on April 15, 2020.
Your risk factor should disclose the reasons for the suspension and discuss any remedial
steps you have taken following the suspension.
Exhibits
4.We note that Exhibit 24.1 references a power of attorney included on the signature page,
but no such power of attorney appears to be included.  Please revise the signature page
of the registration statement to provide the signatures required by Form S-1 or advise.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Tyler Howes at 202-551-3370 or Alan Campbell at 202-551-4224 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Robert J. Burnett, Esq.