Current Report Filing (8-k)
March 07 2023 - 5:40PM
Edgar (US Regulatory)
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0001445815
2023-03-06
2023-03-06
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 6, 2023
BIOXYTRAN,
INC.
(Exact
Name if Business Issuer as specified in its Charter)
Nevada |
|
001-35027 |
|
26-2797630 |
(State
or other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification Number) |
75,SecondAvenue,
Suite 605
Needham
MA,
02494
(Address
of principal executive offices, including zip code)
(617)
494-1199
(Registrant’s
telephone number including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting
material pursuant to Rule 1 4a- 12 under the Exchange Act (17 CFR 240.1 4a- 12) |
☐ |
Pre-commencement
communications pursuant to Rule 1 4d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b)) |
☐ |
Pre-commencement
communications pursuant to Rule 1 3e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
|
|
|
|
|
Common
Stock, par value $0.001 |
|
BIXT |
|
OTCQB |
Item
4.01. Change in Registrant’s Certifying Accountant.
On
March 6, 2023, the Board of Directors (the “Board”) of Bioxytran, Inc. (“Bioxytran” or the “Company) agreed
to dismiss the Company’s independent registered public accounting firm, Pinnacle Accountancy Group of Utah (“Pinnacle”),
effective as of March 06, 2023. Also on March 6, 2023, the Company engaged the accounting firm of BF Borgers CPA PC (“BF Borgers”)
as the Company’s new independent registered public accounting firm. The Board and the Company’s Audit Committee approved
of the dismissal of Pinnacle and the engagement of BF Borgers. None of the reports of Pinnacle Accountancy Group of Utah regarding the
Company’s financial statements for the past year, since inception or any subsequent interim period contained an adverse opinion
or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles, except that the Company’s
audited financial statements contained in its Form 10-K for the fiscal years ended December 31, 2021 and 2020, contain a going concern
qualification.
During
Bioxytran’s most recent fiscal year, since inception and the subsequent interim periods thereto, there were no disagreements between
the Company and Pinnacle whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which, if not resolved to Pinnacle ‘s satisfaction, would have caused it to make reference to the
subject matter of the disagreement in connection with its report on the Company’s financial statements.
Bioxytran
has requested that Pinnacle furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with
the above statements. The letter is attached as an exhibit to this Form 8-K.
During
the two (2) most recent fiscal years and the subsequent interim periods through March 7, 2023 there have been no reportable events (as
defined in Item 304(a)(1)(v) of Regulation S-K). except for the material weaknesses that were disclosed in our Form 10-K for the periods
ended December 31, 2021 and 2020.
On
March 6, 2023, Bioxytran engaged BF Borgers as its independent accountant. During the two (2) most recent fiscal years and the interim
periods preceding the engagement, the Company did not engage BF Borgers regarding any of the matters set forth in Item 304(a)(2)(i) or
304(a)(2)(ii) of Regulation S-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
By:
|
/s/
David Platt |
|
Name:
|
Dr.
David Platt |
|
Title:
|
President
and Chief Executive Officer |
|
|
|
Dated:
March 7, 2023
|
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