8-K
Bioxytran, Inc (BIXT)
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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
Dateof Report (Date of earliest event reported): March 20, 2026
BIOXYTRAN,
INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 001-35027 | 26-2797630 |
|---|---|---|
| (State<br> or Other Jurisdiction | (Commission | (IRS<br> Employer |
| of<br> Incorporation) | File<br> Number) | Identification<br> Number) |
| 75 Second Ave, Suite 605, Needham, MA | 02494 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
Registrant’s
telephone number, including area code 617-454-1199
(Former Name or Former Address, if Changed Since Last Report)
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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<br> Stock, par value $0.001 | BIXT | OTCQB |
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. ☐
Item 3.02 – Unregistered Sales ofEquity Securities.
On March 18, 2026, the Company completed the closing of a private placement of unregistered shares of common stock under Securities Purchase Agreements with certain accredited investors pursuant to which the Company issued an aggregate of 21,071,667 shares of common stock at a purchase price of approximately $0.055 per share for aggregate gross proceeds of approximately $1.2 million.
In connection with the financing, the Company also issued warrants to purchase up to 19,750,001 shares of common stock at an exercise price of $0.12 per share. The warrants are exercisable immediately and expire five years from the date of issuance.
The securities described above were offered and sold in a private placement pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D. The investors represented that they were accredited investors.
The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.
Item 8.01. Other Events
On March 20, 2026, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1, under the title:
Bioxytran,Inc. Completes $1.2 Million Private Placement
Item 9.01 Financial Statements and Exhibits.
| Exhibit<br><br> <br>Number | Description |
|---|---|
| 99.1* | Press Release dated March 20, 2026, entitled “Bioxytran, Inc. Completes $1.2 Million Private Placement”. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed<br>as an exhibit hereto. |
| --- | --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BIOXYTRAN,<br> INC. | ||
|---|---|---|
| By: | /s/ David Platt, Ph.D. | |
| David<br> Platt, Ph.D., its Chief Executive Officer | ||
| Date<br> March 20, 2026 |
Exhibit99.1
Bioxytran,Inc. Completes $1.2 Million Private Placement
Financing strengthens balance sheet and supportsadvancement of key development initiatives
NEWTON, MA – March 20, 2026 – Bioxytran, Inc. (OTC: BIXT), a clinical-stage biotechnology company focused on developing therapies targeting hypoxia and viral diseases, today announced that it has completed a private placement financing on March 18, 2026, resulting in gross proceeds of approximately $1.2 million.
In connection with the financing, the Company issued an aggregate of approximately 21,071,667 shares of its common stock at a purchase price of approximately $0.055 per share. Investors also received warrants to purchase up to 19,750,001 additional shares of common stock at an exercise price of $0.12 per share. The warrants have a term of five years from the date of issuance.
The securities were offered and sold in a private placement pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder. The securities have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The Company intends to use the net proceeds from the financing for working capital and general corporate purposes, including advancing its development programs and supporting selected commercialization initiatives.
“This financing strengthens our balance sheet and supports the advancement of our clinical and development initiatives,” said David Platt, PhD, Chief Executive Officer of Bioxytran. “In parallel, we are beginning to translate our galectin-targeting platform into commercial opportunities, including the market introduction of A-SUQAR^®^, our plant-derived dietary supplement expected to launch this quarter. This dual-track approach allows us to pursue near-term commercialization while continuing to advance our higher-value pharmaceutical programs.”
The warrants issued in connection with the financing provide the potential for additional capital upon exercise, further supporting the Company’s long-term growth plans.
About Bioxytran, Inc.
Bioxytran, Inc. is a biotechnology company focused on the development of therapeutics targeting hypoxia-related conditions and galectin-targeting carbohydrate technologies, with applications across infectious viral diseases, metabolic health, and inflammation. The company leverages proprietary technologies to address significant unmet medical needs, with programs spanning pharmaceutical development and select commercial applications.
Forward-Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties, including statements regarding the use of proceeds, future development plans, anticipated commercialization activities, and potential warrant exercises. Actual results may differ materially from those projected due to various factors. Bioxytran undertakes no obligation to update these statements except as required by law.
For more information, please visit:
www.bioxytraninc.com
InvestorContact:
David Platt, PhD
CEO, Bioxytran, Inc.
617-484-1199
David.Platt@bioxytraninc.com