Item 1.01. Entry into a Material Definitive Agreement.

On December 30, 2019, Bioxytran, Inc. (the "Company") entered into a Securities Purchase Agreement (the "PU2 SPA") with Power Up Lending Group ("PU") for the purchase of a $54,600 convertible note (the "PU2 Note"), with an original issue discount of $4,600 at an interest rate of 8% and due on December 30, 2020.

The PU2 Note may be converted at any time after 180 days from the issue date into shares of Company's common stock, par value $.001 per share (the "Common Stock") at a price equal to equal to Sixty Five percent (65%) of the average of the lowest 3 days trading price (as reported by Bloomberg LP) of the Common Stock for the twenty (20) Trading Days immediately preceding the date of the date of conversion of the PU2 Note, subject to adjustment for certain penalties. The PU2 Note may be converted to up to a maximum of 4.99% of the issued and outstanding Common Stock of the Company. The PU2 Note permits the Company to pre-pay its obligations at a premium prior to maturity.

The foregoing description of the PU2 SPA and PU2 Note does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the PU2 SPA and PU2 Note, which are filed as Exhibits 10.42 and 10.43 respectively to this Current Report on Form 8-K and incorporated herein by reference.

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 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number    Description
10.42       Securities Purchase Agreement between Power Up Lending Group and
          Bioxytran, Inc., dated December 30, 2019.

10.43       8% Convertible Note of Bioxytran, Inc. to Power Up Lending Group in
          the Principal Amount of $54,600 dated December 30, 2019

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