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Bioxytran (OTCQB: BIXT) director exit prompts audit and governance process review

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Bioxytran, Inc. reported that director Anders Utter resigned from its Board and as Chair of the Audit Committee, effective December 7, 2025.

In his resignation letter, he said he had recommended stronger oversight, internal controls, and approval processes, including better segregation of duties, clearer documentation of material contractual and financial approvals, and legal review of a recent stock issuance. He noted that some recommendations were not adopted or were interpreted differently than intended and that greater alignment on governance practices was needed.

The company has engaged an independent third-party financial expert to review its oversight, internal control, and approval processes and to provide recommendations to the Board, and, if approved, assist in implementing them. It also stated that Mr. Utter did not cite any disagreement with its financial statements, accounting practices, or SEC disclosures.

Positive

  • None.

Negative

  • Resignation of the Audit Committee Chair and director over differing views on governance and internal controls highlights potential oversight and control challenges at the Board level.

Insights

Audit committee chair resigns over governance views; outside review initiated.

Bioxytran disclosed that director Anders Utter resigned from the Board and as Audit Committee Chair effective December 7, 2025. His letter explains that he had proposed enhancements to oversight, internal controls, and approval processes, including stronger segregation of duties, better documentation of material contractual and financial approvals, and legal review of a recent stock issuance.

He indicated that some of these recommendations were not adopted or were interpreted differently than he intended, and that he saw a need for greater alignment on governance practices. This points to tension around how the company structures and executes its control environment, even though it explicitly states he did not cite any disagreement with financial statements, accounting practices, or SEC disclosures.

The company has engaged an independent third-party financial expert to review its oversight, internal control, and approval processes and to provide recommendations to the Board, with potential assistance in implementation if approved. The effectiveness of this response will depend on the scope of the review and the extent to which the Board chooses to adopt and apply the expert’s recommendations.

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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): December 7, 2025

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On December 7, 2025, Anders Utter notified Bioxytran, Inc. (the “Company”) that he was resigning from the Company’s Board of Directors and as Chair of the Audit Committee, effective immediately.

 

In his resignation letter, Mr. Utter noted that he had recommended enhancements to the Company’s oversight framework, internal controls, and approval processes. These recommendations included strengthening segregation of duties, improving documentation of material contractual and financial approvals, and conducting legal review of a recently completed stock issuance. Mr. Utter stated that certain recommendations were not adopted or were interpreted differently than intended, and that he believed greater alignment on governance practices was needed. In response to these concerns, the Company has engaged an independent third-party financial expert to review its oversight, internal control, and approval processes. The expert will provide recommendations to the Board, and, if approved, assist in implementing the procedures.

 

Mr. Utter did not cite any disagreement relating to the Company’s financial statements, accounting practices, or disclosures in its SEC filings. Pursuant to SEC rules, the Company has provided Mr. Utter with a copy of this disclosure and offered him the opportunity to provide a letter stating whether he agrees with the Company’s description of his resignation. If received, the Company will file such letter by amendment to this Form 8-K.

 

The Board thanks Mr. Utter for his service and contributions.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit   Description
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

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 December 15, 2025    

 

 

 

 

FAQ

What board change did Bioxytran (BIXT) disclose on December 7, 2025?

Bioxytran disclosed that Anders Utter resigned from its Board of Directors and as Chair of the Audit Committee, effective December 7, 2025.

Why did Anders Utter resign from Bioxytrans Board?

In his resignation letter, Anders Utter said he had recommended enhancements to oversight, internal controls, and approval processes, but that some were not adopted or were interpreted differently than intended, and he believed greater alignment on governance practices was needed.

Did the resigning director dispute Bioxytran (BIXT)s financial statements or accounting?

The company stated that Mr. Utter did not cite any disagreement relating to its financial statements, accounting practices, or disclosures in its SEC reports.

How is Bioxytran responding to the governance concerns raised by the resigning director?

Bioxytran has engaged an independent third-party financial expert to review its oversight, internal control, and approval processes, provide recommendations to the Board, and, if approved, help implement the procedures.

What governance improvements had the resigning Bioxytran director recommended?

He recommended stronger segregation of duties, improved documentation of material contractual and financial approvals, and legal review of a recently completed stock issuance, among other oversight enhancements.

Bioxytran Inc

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Biotechnology
Healthcare
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United States
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