Bioxytran (OTC: BIXT) completes $1.2M stock and warrant financing
Rhea-AI Filing Summary
Bioxytran, Inc. completed a private placement of common stock and warrants, raising approximately $1.2 million in gross proceeds. The company issued about 21,071,667 common shares at $0.055 per share and warrants to purchase up to 19,750,001 additional shares at $0.12 per share, exercisable immediately for five years.
Bioxytran plans to use the net proceeds for working capital and general corporate purposes, including advancing its clinical and development programs and selected commercialization initiatives. Management highlighted a dual-track strategy that combines near-term commercialization, including the planned launch this quarter of its A-SUQAR dietary supplement, with longer-term pharmaceutical development based on its galectin-targeting platform.
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Insights
Bioxytran raises $1.2M via discounted equity and warrants, trading dilution for near-term funding.
Bioxytran completed a private placement raising about $1.2 million by issuing roughly 21.1 million common shares at $0.055 each and five-year warrants for up to 19.75 million additional shares at $0.12. This structure combines immediate equity funding with potential future cash from warrant exercises.
The transaction provides working capital for clinical and development initiatives and supports commercialization, including the planned launch this quarter of A-SUQAR, a plant-derived dietary supplement. Actual longer-term impact depends on execution of development plans, market uptake of A-SUQAR, and whether investors choose to exercise the warrants at $0.12 over the five-year term.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 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. |
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 March 20, 2026 | ||
Exhibit 99.1
Bioxytran, Inc. Completes $1.2 Million Private Placement
Financing strengthens balance sheet and supports advancement of key development initiatives
NEWTON, MA – March
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.
www.bioxytraninc.com
David Platt, PhD
CEO, Bioxytran, Inc.
617-484-1199
David.Platt@bioxytraninc.com
FAQ
What financing did Bioxytran (BIXT) announce in its latest 8-K?
How many shares and warrants did Bioxytran (BIXT) issue in the private placement?
What will Bioxytran (BIXT) use the $1.2 million in proceeds for?
Under what exemptions were Bioxytran (BIXT) securities offered in the private placement?
What is the significance of the warrants issued in Bioxytran (BIXT)’s financing?
How does the A-SUQAR product fit into Bioxytran (BIXT)’s strategy mentioned in the filing?
Filing Exhibits & Attachments
5 documentsPress Releases
