Item 1.01. Entry into a Material Definitive Agreement.





On May 2 and 3, 2021, Bioxytran, Inc. (the "Company") entered into nine
Convertible Note Agreements for the purchase of a total amount of $3,266,845.70
in 1-year convertible notes (the "Notes"), with an interest rate of 6%
convertible at the lower of (i) a fixed price of $0.13, or (ii) 85% of the
closing price of any Qualified Financing. The Notes were paid for in a
combination of cash and in replacement of debt and contain provisions of a
lock-up period of 180 days, as well as prepare and file with the SEC a
Registration Statement on Form S-1 within a period of 60 days from issuance. The
transactions here below were approved by the Company's Board of Directors on
June 4, 2021. The total Debt Discount mounted to $119,850.00, paid to a sole
Placement Agent: WallachBeth Capital (Member FINRA / SIPC).



            Name                   Amount Due     Accrued Interest      Converted     Converted
                                                  at June 1, 2021         Price      # of shares
Robert Salna (1)                $ 1,000,000.00    $        4,577.00   $         -                -
Angelo Parravano (1)                100,000.00               458.00             -                -
Mike Parravano (1)                   65,000.00               298.00             -                -
David Platt (2)                     384,503.60             2,114.77          0.13        2,973,988
Ola Soderquist (2)                  384,503.60             2,114.77          0.13        2,973,988
Mike Sheikh (2)                     212,458.50             1,168.52          0.13        1,643,285
Veronika Tyukova (2)                100,380.00               552,09          0.13          776,401
Alben Sigamani (2)                   20,000.00               110.00          0.13          154,463

Pharmalectin Partners LLC (3)     1,000,000.00             4,577.00        

    -                -
                                $ 3,266,845.70    $       15,418.06                      8,522,355

(1) Paid for in exchange of cash ($1,165,000.00).


      Paid for by amounts due, in reliance on an exemption under Section 4(2)(a)
(2)   ($1,101,845.70) - The notes were converted into Common Stock on June 4,
      2021.
(3)   Paid for by returning the convertible notes here below ($1,000,000);




                   Date of        Principal       Default        Warrants                  Exercise       Amortization       Accrued
   Debtor         Issuance          Amount        Penalty         Issued        Term        Price         of Warrants        Interest
GS Capital         10/30/2019     $  125,000     $   65,808         50,000          5     $     2.00     $       23,867     $   53,645
Power Up #1        10/24/2019        106,000        114,224              -          -              -                  -         58,535
Peak One           10/23/2019        120,000         36,000         50,000          5           2.00             21,606         31,542
Tangiers           10/23/2019        106,300         48.261         50,000          5           2.00             21,116         35,351
FirstFire          11/20/2019        125,000         65,541         50,000          5           2.00             17,979         53,395
Power Up #2        12/30/2019         54,600         57,185              -          -              -                  -         28,917
EMA Financial      01/10/2020        125,000        135,158         50,000          5           2.00              5,948         71,464
Crown Bridge       02/20/2020         55,000         28,015         22,000          5           2.00              6,763         14,331
Power Up #3        02/19/2020         56,600         58,039              -          -              -                  -         29,049
Power Up #4        03/18/2020         64,900         65,725              -          -              -                  -         32,693
                                  $  938,400     $  673,956        272,000                               $       97,279     $  408,924




The debt originating from a January 20, 2021 summary judgement by the Supreme
Court of the State of New York, County of Nassau, awarding Power Up damages in
the amount of $420,750 for Breach of Contact is also cancelled by this
agreement.

The Notes will be cancelled while the Warrants will be transferred to the Company's officers in lieu of interest on amounts due as at May 31, 2021.

Item 3.02 Unregistered Sales of Equity Securities

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.





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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number      Description
  10.58       Form of Convertible Note Agreement between Note Holders and
            Bioxytran, Inc., dated May 2 and 3, 2021.



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