Item 1.01. Entry into a Material Definitive Agreement.

Between January 5th and 10th, 2022, Bioxytran, Inc. ("Bioxytran" or the
"Company") entered into 34 Note Purchase Agreements (the "Agreements") with
accredited investors for the issuance of a total principal amount of $1,467,000
in 1-year convertible notes (the "Notes"). The Notes carry an interest rate of
6% and are convertible into shares of the Company's Common Stock at a fixed
price of $0.25. The Agreements and the Notes were approved by the Company's
Board of Directors on January 10, 2022. The Notes contain an aggregate discount
of $128,290. The discount resulted in the Company receiving a total of $86,040
less in cash and making up the remainder of the discount by issuing 264,060,
5-year warrants with an exercise price of $0.25 (the "Warrants"), currently
valued at $0.16 based on the Black Scholes Option Pricing Model. The Cash and
the Warrants were issued to a sole Placement Agent: WallachBeth Capital (Member
FINRA / SIPC).



             Date of         Principal      Commission &       Warrants                     Exercise       Amortization
 Debtor      Issuance         Amount            Fees            Issued         Term          Price         of Warrants        Maturity
34 Notes     01/10/2022     $ 1,467,000     $           -              -             -     $        -     $            -     01/10/2023
Agent        01/10/2022                            86,040        264,060             5           0.25             42,250
                            $ 1,467,000     $      86,040        264,060                                  $       42,250

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.




Item 8.01. Other Events




On January 12, 2022, Bioxytran released a corporate presentation explaining the
current state of the Company's pharmaceutical development. The presentation is
attached hereto as Exhibit 99.1 hereto.



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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number      Description
  10.67       Form of Convertible Note, dated January 5, 2022.

  10.68       Form of Note Purchase Agreement, dated January 5, 2022.

  99.1        Bioxytran, Inc. Corporate Presentation, dated January 12, 2022



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