Exhibit
10.72


 


THE
OFFERING


 


	Terms
    of Offering:	 
	 	 
	Issuer:	Bioxytran,
    Inc. is a Nevada corporation that develops branded and generic drug products for the United States and international markets market.
	 	 
	Securities
    Offered:	The
    Company is offering up to 1,400,000 (the “Maximum Offering”) of the Company’s common stock, par value $0.001 (the
    “Common Stock”), at $0.428571 per share. The Shares are being offered on a “best efforts” basis. 
	 	 
	Use
    of Proceeds:	The
    gross proceeds to us from the sale of the Common Stock are estimated to be $600,000. Such proceeds do not include any placement agent
    fees, legal fees and other miscellaneous expenses (estimated to be $24,000 for the Maximum Offering). The remaining proceeds are
    exclusively intended to be used for the down-payment of the human clinical trials for ProLectin-M (oral) and ProLectin-I (IV) for
    the treatment of Covid-19 and lung-fibrosis, respectively. There is no minimum offering amount. Since there is no minimum offering
    amount to be sold in this Offering, all funds received from subscriptions to the Offering will immediately become assets of the Company,
    and available for use by the Company, upon acceptance of the subscriptions by the Company.
	 	 
	Eligible
    Investors:	The
    Common Stock offered hereby shall be sold only to “accredited investors,” as defined in Rule 501 of Regulation D under
    the Securities Act. Subscribers will be required to make certain representations with respect to their status and business experience
    and to represent, among other things, that they have received a copy of this Memorandum, understand the terms of this Offering and
    are Accredited Investors. We may accept or reject subscriptions in our sole and absolute discretion. 
	 	 
	Risk
    Factors	The
    Common Stock offered hereby involve a high degree of risk and should be considered only by persons who can afford the loss of their
    entire investment. Before investing in the Offering, prospective investors should carefully consider the information set forth under
    the heading “Risk Factors.” There is no assurance that the Company will achieve its business objectives or perform in
    accordance with management’s expectations.


 


The
number of shares of our Common Stock outstanding before this offering is based on 111,496,166 shares of Common Stock outstanding as of
August 8, 2022.


 


We
were incorporated on October 5, 2017 as Bioxytran, Inc. Our phone number is (617) 454-1199. Our principal executive offices are located
at 75 2nd Avenue, Needham, MA 02494.


 


For
more detailed information, please refer to our Private Placement Memorandum (the “PPM”).


 




    	 



    	 



    

 


PRIVATE
PLACEMENT SUBSCRIPTION AGREEMENT


 


Bioxytran,
Inc.


 


FOR
MORE INFORMATION ON THE OFFERING, PLEASE SEE SCHEDULE A BEGINNING ON PAGE 3.


 


PLEASE
READ THE INSTRUCTIONS ON SCHEDULE B BEGINNING ON PAGE 4 CAREFULLY ON HOW TO FILL IN AND COMPLETE THIS PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT AND ALL OF THE SCHEDULES ATTACHED HERETO. INCOMPLETE SUBSCRIPTION AGREEMENTS WILL BE REJECTED.


 


The
undersigned subscribes for and agrees to purchase shares of common stock of Bioxytan, Inc. (the “Company”), as follows.


 


	Number of Shares
    You Wish to Purchase	Price
    per Share	Total Purchase
    Price
	 	 	 
	 	x $0. 428571	$


 


The
shares purchased will be registered in my/our name only, as holder of record, and a certificate representing the shares I purchase will
be delivered to me/us as soon as practicable after the Company approves this subscription. The certificate will be delivered to me/us
at the address set forth below. I/we have given my/our Social Security or Tax Identification number and current telephone numbers below.


 


PLEASE
PRINT THE FOLLOWING INFORMATION LEGIBLY AND SIGN THIS SUBSCRIPTION AGREEMENT WERE INDICATED ON THE NEXT PAGE OR YOUR SUBSCRIPTION WILL
NOT BE ACCEPTED.


 


	Name(s)	 	SSN or Tax ID number	 
	Street Address	 	Daytime Phone:	 
	City, State, Zip code	 	Evening Phone:	 


 


The
undersigned understands that the shares are being offered in reliance on the undersigned’s representations here below and that
the Company will rely on such representations in accepting any subscriptions for the shares. The undersigned agrees to indemnify and
hold harmless the Company against any damage, loss, expense or cost, including reasonable attorneys’ fees, sustained as a result
of any misstatement or omission on the undersigned’s part.


 


SUBSTITUTE
W-9


 


☐ 
Check this box if the following statement is true: I/we am/are not subject to back-up withholding either


 


		(1)	because
                                            I/we am/are exempt from back-up withholding
		(2)	I/we
                                            have not been notified that I/we am/are subject to back-up withholding as a result of a failure
                                            to report all interest or dividends, or
		(3)	the
                                            Internal Revenue Service has notified me/us that I/we am/are no longer subject to back-up
                                            withholding. Under the penalties of perjury, I/we certify that the information contained
                                            herein, including the Social Security number or taxpayer identification number given above,
                                            is true, correct and complete.



 






    	 



    	 



    

 


ACKNOWLEDGEMENT


THIS
SUBSCRIPTION AGREEMENT IS NOT VALID UNLESS SIGNED


 


	Entity Name (If Applicable):		 







 


 





 






Signature


 


Name
of Subscriber (Print)


	Title:		 
	(If subscribing as custodian, trustee, corporate officer, etc.)	 












 


Accepted
by:


BIOXYTRAN,
INC.


 


	By:		 
	 	Mr.
Dr. David Platt	 
	 	Chief
Executive Officer	 
	 	 	 
	Date:		 






 






    	 



    	 



    

 


SCHEDULE A


 


INFORMATION
REGARDING THE PRIVATE PLACEMENT


 


This
agreement (the “Subscription Agreement”), is part of a private placement offering dated August 15, 2022, and is to be used
to purchase shares of our common stock in our offering to sell 1,400,000 Common shares, $.001 par value, at $0. 428571 per share.


 


Bioxytran,
Inc. is a public company listed on OTCMarkets aiming to develop pharmaceutical cure in the space of glycovirology, hypoxia and degenerative
diseases and bring the drugs through FDA acceptance and thereafter license out the products.


 


If
you wish to take part in the Private Placement, you must complete the Subscription Agreement. You will be asked to tell us, among other
things, how many shares you would like to purchase.


 


PLEASE
READ THE INSTRUCTIONS CAREFULLY ON HOW TO FILL IN AND COMPLETE THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT. INCOMPLETE SUBSCRIPTION
AGREEMENTS WILL BE REJECTED.


 


The
offering is being made on a self-underwritten “best efforts” basis with no requirement that any minimum amount be sold. There
will be no escrow or impound of funds tendered on subscription, and proceeds from the sale of shares will be available to us immediately
upon acceptance of subscriptions by us.


 


We
reserve the right to reject any subscriptions, in whole or in part, for any reason, in our sole discretion.


 


The
Purchase Price for the shares may be paid for by check, wire or money order. Our wiring instructions are:


 


BIOXYTRAN,
INC. PRIVATE PLACEMENT ACCOUNT


 


	Account
    Name

    Account
    Address:
	Bioxytran,
    Inc.

    75
    2nd Ave., Suite 605, Needham, MA

	ABA Routing Number:	______________
	Account Number:	______________
	Bank Name:	Bank of America
	Bank Address:	235 Needham Street, Newton MA 02464


 


RE:
BIOXYTRAN, INC. Offering 1,400,000 common shares.


 


MUST
RECEIVE PROPERLY COMPLETED SUBSCRIPTION AGREEMENTS NO LATER THAN AUGUST 10, 2022 (THE “EXPIRATION DATE”), UNLESS EXTENDED.


 


TO
SUBSCRIBE FOR STOCK, COMPLETE AND SIGN THE SUBSCRIPTION AGREEMENT AND RETURN IT WITH PAYMENT TO THE COMPANY AT:


 


Bioxytan,
Inc.


75
2nd Ave., Ste 605Needham, MA 02494


e-mail:
info@bioxytraninc.com


ATT:
Chief Executive Officer


 




    	 



    	 



    

 


INSTRUCTIONS
ON COMPLETING THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT


 


1. You
may only subscribe if you are a resident of one of the following states: the Commonwealth of Massachusetts, New York, New Jersey, Florida,
Pennsylvania, North Carolina and New Hampshire (or a state in which the Company has filed for permission to sell under its blue-sky laws).
You must submit proof of residency by attaching a legible copy of your driver’s license, passport or other government-issued photo
identification. If the shares are to be issued in more than one name, both persons must supply a copy of their driver’s license,
US passport or other government-issued photo identification.


 


2. YOU
MUST COMPLETE ALL INFORMATION REQUESTED, including your current address, telephone number and social security number. Please print or
type all information. Illegible documentation will be returned.


 


3. You
must complete IRS Substitute Form W-9.


 


4. If
you are paying by check or money order, please make the check or money order payable to “Bioxytran, Inc.” in the amount of
the Total Purchase Price for the shares.


 


5. Your
subscription is subject to acceptance by the Company in its sole discretion and shall remain irrevocable until the closing date of the
offering. If your subscription is accepted, the shares subscribed for will be issued upon acceptance of the Subscription Agreement by
the Company in writing. If your subscription is not accepted for any reason, your subscription amount will be returned to you promptly
without interest or deduction.


 


6. Please
sign where indicated. If the shares are to be registered in more than one name, both persons must sign.


 


7. A
copy of your driver’s license, US passport or other government-issued photo identification must be returned with


the
subscription agreement.


 


8. FOR
ASSISTANCE CALL 508-494-1885 AND ASK TO SPEAK TO MR. OLA SODERQUIST ABOUT THE BIOXYTRAN PRIVATE PLACEMENT.




    	 



    	 



    

 


SCHEDULE
B


 


REPRESENTATIONS
AND AGREEMENTS


 


By
signing the Subscription Agreement, you (the “subscriber”) are representing to Bioxytran, Inc. the following information:


 


1. THE
SUBSCRIBER IS AT LEAST EIGHTEEN (18) YEARS OF AGE AND IS A VALID RESIDENT OF THE STATE INDICATED ON PAGE 1 OF THIS SUBSCRIPTION AGREEMENT.
The subscriber is under no legal disability nor is the subscriber subject to any order, which would prevent or interfere with the subscriber’s
execution, delivery and performance of this Subscription Agreement or the purchase of the shares by the subscriber.


 


2. The
subscriber has received and read the Prospectus.


 


3. This
Subscription Agreement cannot be revoked by the subscriber and it is an irrevocable agreement binding on the subscriber, and on the subscriber’s
heirs, estate, legal representatives, assigns and successors, and shall survive the subscriber’s death, disability or dissolution.
Bioxytran, Inc., however, may reject the agreement prior to the subscriber’s acceptance of the same.


 


4. The
subscriber understands that the subscriber may not sell, transfer or assign this Subscription Agreement, or any interest or rights herein.


 


5. If
this Subscription Agreement is executed on behalf of a corporation, partnership, trust or other entity, the subscriber has/have been
duly authorized to execute this Subscription Agreement and all other instruments in connection with the purchase of the shares, and the
signature(s) of the subscriber is/are binding upon such corporation, partnership, trust or other entity. The subscriber must return appropriate
certification of such authorization.


 


6. The
provisions of this Subscription Agreement shall be construed and enforced according to the laws of Nevada.Bioxytran, Inc. reserves the
right, in our sole discretion, to require completion or correction of any Subscription Agreement. We are not obligated to notify any
subscriber of any defect in any Subscription Agreement and may accept or reject any Subscription Agreement in whole or in part for any
reason or no reason.


 


7. This
Subscription Agreement constitutes the entire agreement between the parties hereto with respect to the purchase of shares of our common
stock in the Private Placement and may be amended only in writing by the parties to be bound thereby.



 






    	 



    	 



    

 


SCHEDULE C


 


ACCREDITED
INVESTOR QUALIFICATION


&
VERIFICATION REQUIREMENTS


FOR
REG D, RULE 506(c) OFFERINGS


 


1. Individual/Couple
Qualification


 


	a)	I/we hereby attest, under penalty of perjury, that I/we are
an Accredited Investor by virtue of the fact that I/we meet one of the following criteria. Please check the box next to the applicable
standard shown below by which you believe you qualify:




 


	|_|	I
am a natural person whose individual net worth or joint net worth with my spouse, at the time of the purchase of the Securities, exceeds
One Million Dollars ($1,000,000), excluding consideration of equity in my primary residence and after having deducted any negative equity
in my primary residence or any indebtedness that I have incurred on my primary residence within the sixty (60) days prior to subscribing
to this Offering; or




 


	|_|	I
am a natural person who had individual income in excess of Two Hundred Thousand Dollars ($200,000) in each of the two (2) most recent
years or joint income with my spouse in excess of Three Hundred Thousand Dollars ($300,000) in each of those years and has a reasonable
expectation of reaching the same income level in the current year; or




 


	|_|	We
are an entity such as an Individual Retirement Account (IRA) or Self-Employed Person (SEP) Retirement Account, and all beneficial owners
meet one of the standards defined in bullets 1 and 2 above; or




 


		I
am a member of the Manager who is issuing these Securities.




 


	b)	I understand and agree that under the Regulation D, Rule 506(c)
exemption from registration,




 


the
Manager may verify my qualifications to subscribe to these Securities by examination of documents from one or more of the following sources,
which I will provide to the Manager or a third party designated by the Manager. Please check the box next to the applicable documents
you will provide for qualification for this Offering as an individual Accredited Investor:


 


Income-Based
Verification - Copies of any document previously filed with the U.S. Internal Revenue Service that shows my income (W-2, K-1, 1099,
1040, etc.) for the two most recent years, along with written verification from me stating that I expect to reach accredited income levels
in the current year.


 


	|_|	Net
Worth-Based Verification - A copy, within the past three months, of the following: bank statements, brokerage statements and other
statements of securities holdings, certificates of deposit, tax assessments and appraisal reports issued by independent third parties;
a credit report from at least one of the nationwide consumer reporting agencies is required; and written statement from the Investor
that all liabilities necessary to make a determination of net worth have been disclosed.




 


	|_|	Third-Party Verification - Written confirmation
from a registered broker-dealer, an SEC registered investment adviser, a licensed attorney, or a certified public accountant that such
Person has taken reasonable steps to verify that the purchaser is an Accredited Investor within the prior three months and has determined
that such purchaser is an Accredited Investor.




 


Roll-Over
Accredited - Those people who were treated as Accredited Investors under a prior 506 offering by the same issuer are deemed to be
Accredited Investors in future 506(c) offerings, provided that such Investor certifies that they are still an Accredited Investor.


 




    	 



    	 



    

 


2. Legal
Entity Qualification


 


We
are an Accredited Investor by virtue of the fact that we meet one of the following criteria. Please check the applicable box and provide
the requested documents:


 


We
are a charitable organization, corporation, or partnership with assets exceeding Five Million Dollars ($5,000,000). Please provide:


 


		●	A
                                            copy of the formation Certificate and Agreement, and a company resolution or other document
                                            authorizing the investment signed by the requisite parties identified in the Agreement; and
	 	 	 
		●	Documentation
                                            that the company has over Five Million Dollars ($5,000,000) in Assets such as a bank statement,
                                            or financial statement showing its assets and liabilities.



 


We
are a business in which all of the equity owners are Accredited Investors. Please provide:


 


		●	A
                                            copy of the formation Certificate and Agreement, and a company resolution or other document
                                            from the entity authorizing the investment signed by the requisite parties identified in
                                            the Agreement; and
	 	 	 
		●	Documentation
                                            from each of the equity owners demonstrating that all of the equity owners are Accredited
                                            Investors or a statement to that effect from a CPA, attorney or registered investment advisor
                                            who has examined their qualifications within the last ninety (90) days.



We
are a trust with assets in excess of Five Million Dollars ($5,000,000) that was not formed to acquire these Securities. Please provide:


 


		●	A
                                            copy of the trust, agency or other agreement and a document authorizing the investment signed
                                            by the requisite parties identified in the Agreement, and
	 	 	 
		●	Documentation
                                            that the trust qualifies as an Accredited Investor because: a) it has over Five Million Dollars
                                            ($5,000,000) in Assets, and b) that it was not formed to acquire the Interests.



 


We
are a bank, insurance company, registered investment company, business development company, or small business investment company. Please
provide:


 


•Documentation
proving our designation as such, and


•A
document signed by the requisite Persons authorizing the investment.


We
are an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered
investment adviser makes the investment decisions, or if the plan has total assets in excess of Five Million Dollars ($5,000,000), in
which case:


 


		●	A
                                            bank, insurance company, or registered investment adviser must sign this Qualification Statement
                                            on our behalf of the Investor, or
	 	 	 
		●	You
                                            must provide Documentation that the plan has total assets in excess of Five Million Dollars
                                            ($5,000,000).






 






    	 



    	 



    

 


3.
Signature(s)


 


IN
WITNESS WHEREOF, I/we hereby attest, under penalty of perjury, that the following representations are true and correct, signed this
___________________________ day of ________________, 20______, at
_____________________________________________ [City and State].


 


		Signature of
  Individual, Owner, Manager, Officer or Member




Printed
Name (and Title if a Legal Entity)


 


Company
Name (if applicable)


 





		Signature of
  Individual, Owner, Manager, Officer or Member




 


Printed
Name (and Title if a Legal Entity)


 


Company
Name (if applicable)





 


Please
complete additional form if more than 2 signatures are required