Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement

Acquisition of NDPD Pharma, Inc.

Overview

On October 25, 2024, the Company's Board of Directors unanimously voted to acquire 100% of the issued and outstanding shares of Common Stock of NDPD Pharma, Inc. ("NDPD"). NDPD, of which the Company's officers have beneficial ownership, had its assets valued by an independent Accredited Senior Appraiser ("ASA") in Business Valuations. NDPD's shareholders were offered a stock purchase agreement, allowing them to sell 100% of their Common Stock at the appraised value, to be paid by issuance of (i) 3,389,169 shares of Bioxytran Common Stock to non-affiliates, and (ii) 28,467,564 shares of Bioxytran Preferred Stock, to affiliates. The shares were valued using the Volume-Weighted Average Price ("VWAP") of the Company's Common shares as quoted on OTC Markets as of the last trading day prior to October 1, 2024, (the "Valuation Date"); the Preferred shares use the same price multiplied by 5, which is the conversion rate of the Preferred shares into Bioxytran Common shares. The offer was accepted by all NDPD shareholders. The Company claims an exemption from the registration requirements of the Securities Act of 1933 (the "Securities Act") under Rule 145 promulgated under the Securities Act.

NDPD was organized on October 5, 2017, as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 authorized shares of Common Stock with a par value of $0.0001, and 5,000,000 shares of Preferred Stock with a par value of $0.0001. At the time of the acquisition NDPD had 15,000,000 shares of Common Stock outstanding.

At the time of acquisition, NDPD held 14,085,410 shares of Bioxytran Preferred Stock with a fair market value of $7,660,000 and a book value of $4,007,572. These shares were subsequently canceled and returned to treasury. NDPD also held the patents for ProLectin-M ("PLM"), a compound based on Partially Hydrolyzed Guar Gum ("PHGG").

WO2022099052A1		Polysaccharides for Use in Treating Sars-Cov-2 Infections
WO2023178228A1		Lectin-Binding Carbohydrates for Treating Viral Infections

The right of use, limited to the COVID-19 indication, for the patents were transferred to Bioxytran as per the License Agreement between Pharmalectin, Inc. and NDPD Pharma, Inc. dated May 2, 2021 (the "License Agreement"), wherein NDPD was to receive a 33% royalty. The value of the License Agreement was appraised at $8,190,000. However, in-vitro studies and limited human trials have shown that PLM has a much broader application than initially anticipated, with promising results across multiple indications, including RSV, H1N1, EBV, shingles, and conjunctivitis, among others, suggesting the value of the patents could be significantly higher.

The following table summarizes the fair market value of assets acquired and liabilities assumed as of the acquisition date:

		October 25, 2024
Consideration Paid
Common Stock - 3,389,169 shares @ $0.109		$	368,623
Preferred Stock - 28,467,564 shares @ $0.543			15,481,377
Preferred Stock returned to Treasury - 14,085,410 shares			(4,007,572	)
Assumed value		$	11,842,428
Assets acquired and liabilities assumed:
Cash		$	396
Assumed Expenses			1,828
Intangible assets - amortized over 17 years			8,190,000
Goodwill			5,382,610
Deferred taxes (21%)			(1719,900	)
Loan from affiliate			(12,506	)
		$	11,842,428

The Company applies ASC 805, "Business Combinations". ASC 805 requires recognition of assets acquired, liabilities assumed, and non-controlling interest in the acquired entity at the acquisition date, measured at their fair values as of that date. This ASC also requires the fair value of acquired in-process research and development ("IPR&D") to be recorded as intangibles with indefinite lives, contingent consideration to be recorded on the acquisition date, and restructuring and acquisition-related deal costs to be expensed as incurred. Any excess of the fair value of net assets acquired over purchase price and any subsequent changes in estimated contingencies are to be recorded in earnings. In addition, changes in valuation allowance related to acquired deferred tax assets and in acquired income tax position are to be recognized in earnings.

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