SEC Comment Letter 0000000000-25-001181 to BIOXYTRAN, INC (BIXT) (CIK 0001445815) (BIXT)
BIOXYTRAN, INC (BIXT) (CIK 0001445815)
Date: Feb. 4, 2025 · CIK: 0001445815 · Accession: 0000000000-25-001181
AI Filing Summary & Sentiment
File numbers found in text: 333-284415
Letter
February 4, 2025 David Platt President and Chief Executive Officer Bioxytran, Inc. 75 Second Ave. Suite 605 Needham, MA 02494 Re:Bioxytran, Inc. Registration Statement on Form S-1 Filed January 22, 2025 File No. 333-284415 Dear David Platt: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Registration Statement on Form S-1 Cover Page We note that you have entered into the Closing Agreement with TRITON FUNDS LP and are registering the shares that will be issued for resale. We further note your statement that TRITON FUNDS LP "may" be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act of 1933. Given that you appear to have the right to sell shares of your common stock to TRITON FUNDS LP following the effectiveness of this registration statement and that TRITON FUNDS LP intends to publicly sell the shares pursuant to this registration statement, this appears to be an equity line financing. As such, please clearly identify TRITON FUNDS L.P. as an underwriter in the prospectus (rather than stating that it "may" be an underwriter). Please also revise, where appropriate, to describe the material terms of the Closing 1.
February 4, 2025 Page 2 Agreement including (i) the maximum principal amount available under the agreement; (ii) the term of the agreement; and (iii) the full discounted price (or formula for determining it) at which TRITON FUNDS LP will receive the shares. Refer to Question 139.13 of our Securities Act Sections Compliance and Disclosure Interpretations for guidance. Risk Factors, page 4 2.Please revise where appropriate under this heading to disclose the material risks of an investment in the company and in the offering including, as applicable, (i) the potential dilutive effect of the issuance on the company's share price; (ii) if true, the possibility that the company may not have access to the full amount available to it pursuant to the Closing Agreement; and (iii) whether the Selling Stockholder may engage in short-selling activities and, if so, how any sales activities after announcement of a put may negatively affect the company’s share price. Plan of Distribution, page 57 3.Please disclose whether the Selling Stockholder engaged in any short-selling of your securities or other hedging activities, including prior to entering into the agreement and prior to the receipt of any shares pursuant to the terms of the Closing Agreement. Disclose whether the Selling Stockholder may engage in such hedging activities pursuant to the Closing Agreement. General 4.We note your references to the "Proposed Maximum Offering Price" and your statement that "This offering will terminate twelve (12) months from the date of the effective date of this registration statement unless terminated earlier by the Company." These statements appear to be inconsistent with the offering contemplated by the registration statement. Please revise to remove or change these and any similar disclosures. Alternatively, please 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 Tamika Sheppard at 202-551-8346 or Alan Campbell at 202-551-4224 with any questions.
February 4, 2025 Page 3 Sincerely, Division of Corporation Finance Office of Life Sciences cc:Robert Burnett
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February 4, 2025
David Platt
President and Chief Executive Officer
Bioxytran, Inc.
75 Second Ave.
Suite 605
Needham, MA 02494
Re:Bioxytran, Inc.
Registration Statement on Form S-1
Filed January 22, 2025
File No. 333-284415
Dear David Platt:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
We note that you have entered into the Closing Agreement with TRITON FUNDS
LP and are registering the shares that will be issued for resale. We further note your
statement that TRITON FUNDS LP "may" be deemed to be an underwriter within the
meaning of Section 2(a)(11) of the Securities Act of 1933. Given that you appear to
have the right to sell shares of your common stock to TRITON FUNDS LP following
the effectiveness of this registration statement and that TRITON FUNDS LP intends
to publicly sell the shares pursuant to this registration statement, this appears to be an
equity line financing. As such, please clearly identify TRITON FUNDS L.P. as an
underwriter in the prospectus (rather than stating that it "may" be an underwriter).
Please also revise, where appropriate, to describe the material terms of the Closing 1.
February 4, 2025
Page 2
Agreement including (i) the maximum principal amount available under the
agreement; (ii) the term of the agreement; and (iii) the full discounted price (or
formula for determining it) at which TRITON FUNDS LP will receive the shares.
Refer to Question 139.13 of our Securities Act Sections Compliance and Disclosure
Interpretations for guidance.
Risk Factors, page 4
2.Please revise where appropriate under this heading to disclose the material risks of an
investment in the company and in the offering including, as applicable, (i) the
potential dilutive effect of the issuance on the company's share price; (ii) if true, the
possibility that the company may not have access to the full amount available to it
pursuant to the Closing Agreement; and (iii) whether the Selling Stockholder may
engage in short-selling activities and, if so, how any sales activities after
announcement of a put may negatively affect the company’s share price.
Plan of Distribution, page 57
3.Please disclose whether the Selling Stockholder engaged in any short-selling of your
securities or other hedging activities, including prior to entering into the agreement
and prior to the receipt of any shares pursuant to the terms of the Closing Agreement.
Disclose whether the Selling Stockholder may engage in such hedging activities
pursuant to the Closing Agreement.
General
4.We note your references to the "Proposed Maximum Offering Price" and your
statement that "This offering will terminate twelve (12) months from the date of the
effective date of this registration statement unless terminated earlier by the
Company." These statements appear to be inconsistent with the offering contemplated
by the registration statement. Please revise to remove or change these and any similar
disclosures. Alternatively, please 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 Tamika Sheppard at 202-551-8346 or Alan Campbell at 202-551-4224
with any questions.
February 4, 2025
Page 3
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Robert Burnett