M&A - BIOXYTRAN, INC

Form Type: 8-K/A

Filing Date: 2025-04-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225002602

Filing Summary: On October 25, 2024, Bioxytran, Inc. announced the unanimous decision of its Board of Directors to acquire 100% of the outstanding shares of NDPD Pharma, Inc. The acquisition focuses on securing assets crucial for the development of prescription-based therapeutics against COVID-19 and other viral infections. Key assets include numerous patents relating to antiviral treatments, a license agreement for prescription drug therapies, and significant shares of Bioxytran Preferred Stock. The transaction involved the issuance of Bioxytran Common and Preferred Stock valued using the company's VWAP prior to October 1, 2024. All NDPD shareholders accepted a stock purchase agreement which considers varied asset valuations, including an independent appraisal for specific agreements. NDPD's patents have shown potential for extensive application beyond COVID-19, raising their overall projected value significantly. Bioxytran follows ASC 805 standards for handling acquisition accounting, treating certain assets at carrying value due to related ownership ties. A subsequent disclosure involves planned share sales by an executive under a Rule 10b5-1 trading plan.

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