BIXT Bioxytran, Inc - 8-K

Item 3.02 – Unregistered Sales of
Equity 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

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
as an exhibit hereto.