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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): February 10, 2026
BIOXYTRAN,
INC.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
001-35027 |
|
26-2797630 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
Number) |
| 75
Second Ave, Suite 605, Needham, MA |
|
02494 |
| (Address
of Principal Executive Offices) |
|
(Zip
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
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
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
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
1.01. Entry into a Material Definitive Agreement.
On
February 10, 2026, Bioxytran entered into a commercial Distribution Agreement, attached hereto as Exhibit 10.90, with Khoury Medical
LTD (“Khoury Medical”), a company focused on the development and commercialization of plant-derived dietary supplements.
Under
the agreement, Khoury Medical will commercialize A-SUQAR®, a chewable dietary supplement containing Bioxytran’s proprietary
partially hydrolyzed guar gum (PHGG) formulation, in permitted markets in accordance with the Distribution Agreement. The product is
marketed as a dietary supplement intended to support healthy post-meal blood sugar levels, consistent with applicable regulatory requirements.
Item
8.01. Other Events
On
February 17, 2026, the Company issued a press-release over Globe Newswire, enclosed hereto as Exhibit 99.1, under the title:
Bioxytran,
Inc. Announces Commercial Distribution Agreement with Khoury Medical LTD for A-SUQAR® Dietary Supplement
Item
9.01 Financial Statements and Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 10.90* |
|
Form of Distribution Agreement with Khoury Medical LTD, dated February 10, 2026. |
| |
|
|
| 99.1* |
|
Press
Release dated February 17, 2026, entitled “Bioxytran, Inc. Announces Commercial Distribution Agreement with Khoury Medical
LTD for A-SUQAR® Dietary Supplement”. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Filed
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,
INC. |
| |
|
|
| |
By: |
/s/
David Platt, Ph.D. |
| |
|
David
Platt, Ph.D., its Chief Executive Officer |
| |
|
|
| Date
February 17, 2026 |
|
|
Exhibit
99.1
Bioxytran,
Inc. Announces Commercial Distribution Agreement
with
Khoury Medical LTD for A-SUQAR® Dietary Supplement
Needham,
MA — February 17, 2026 — Bioxytran, Inc. (“Bioxytran” or the “Company”), a biotechnology company
developing galectin-targeting carbohydrate technologies with applications across infectious disease, metabolic health, and inflammation,
today announced that it has entered into a commercial Distribution Agreement with Khoury Medical LTD (“Khoury Medical”),
a company focused on the development and commercialization of plant-derived dietary supplements.
Under
the agreement, Khoury Medical will commercialize A-SUQAR®, a chewable dietary supplement containing Bioxytran’s proprietary
partially hydrolyzed guar gum (PHGG) formulation, in permitted markets in accordance with the Distribution Agreement. The product is
marketed as a dietary supplement intended to support healthy post-meal blood sugar levels, consistent with applicable regulatory requirements.
“This
agreement represents an important milestone for Bioxytran as we transition from a development-stage organization to a company with recurring
commercial revenue,” said David Platt, Chief Executive Officer of Bioxytran. “A-SUQAR® provides real-world market validation
of our proprietary carbohydrate-based galectin platform, while preserving our ability to advance higher-value pharmaceutical and antiviral
programs.”
Bioxytran’s
recent positive Phase 2 clinical results with ProLectin-M, its investigational antiviral candidate, further validate the Company’s
proprietary carbohydrate-based galectin platform. The same foundational galectin-targeting science underpins both its pharmaceutical
development programs and select nutraceutical applications, demonstrating the breadth of potential applications for this technology.
The
Distribution Agreement provides the potential for earned, volume-based marketplace exclusivity, subject to defined purchase thresholds
and conditions set forth in the Distribution Agreement. Manufacturing will be performed by Bioxytran’s designated OEM, with regulatory
registration, marketing, and distribution execution led by Khoury Medical, allowing Bioxytran to maintain a capital-efficient commercial
model while retaining full ownership of its intellectual property.
“This
collaboration allows us to bring a differentiated, science-informed product with the potential for broader market expansion, subject
to applicable agreements and regulatory requirements,” said Mr. Nassar Khoury, CEO of Khoury Medical LTD. “We believe A-SUQAR®
addresses a meaningful consumer need, and we look forward to building a successful commercial launch together with Bioxytran.”
Importantly,
the agreement is structured to apply solely to non-pharmaceutical dietary products, preserving Bioxytran’s ability to independently
advance and partner its technology for pharmaceutical, antiviral, and other clinical development applications.
The
parties expect initial commercial shipments to commence following completion of standard launch preparations.
About
Bioxytran, Inc.
Bioxytran,
Inc. is a biotechnology company developing carbohydrate-based technologies targeting galectins and related biological pathways. The Company’s
platform has potential applications across infectious disease, metabolic health, inflammation, and oncology, with development and
commercial-ready programs spanning pharmaceutical, nutraceutical, and licensing pathways.
For
more information, visit www.bioxytraninc.com.
About
A-SUQAR
A-SUQAR
is a chewable tablet taken before a meal to reduce blood sugar.
About
Khoury Medical LTD
Khoury
Medical LTD is a health-focused company dedicated to the development and commercialization of plant-derived dietary supplements. The
company partners with innovative technology providers to bring differentiated, science-driven products to market through established
consumer and pharmacy channels.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of applicable federal securities laws, including statements regarding
the expected commercialization of A-SUQAR®, anticipated benefits of the Distribution Agreement, the Company’s recent Phase
2 clinical results, and Bioxytran’s future business and development plans. Forward-looking statements are generally identified
by words such as “believe,” “expect,” “anticipate,” “estimate,” “intend,”
“plan,” and similar expressions, although not all forward-looking statements include these terms. Such statements are subject
to significant risks, uncertainties, and assumptions that could cause actual results to differ materially from those expressed or implied.
These risks include, without limitation, risks related to regulatory compliance, commercialization execution, market acceptance, clinical
development, intellectual property protection, financing requirements, and other factors described in Bioxytran’s filings with
the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and other
filings made from time to time. Bioxytran undertakes no obligation to update or revise any forward-looking statements, except as required
under applicable securities laws.
