UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
| (Check
one): |
☒
Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q
☐
Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
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For
Period Ended: December 31, 2025 |
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☐
Transition Report on Form 10-K |
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☐
Transition Report on Form 20-F |
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☐
Transition Report on Form 11-K |
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☐
Transition Report on Form 10-K |
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For
the Transition Period Ended: |
Read
Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
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If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
Bioxytran,
Inc.
Full
Name of Registrant:
N/A
Former
Name if Applicable:
75
2nd Ave., Ste 605
Address
of Principal Executive Office (Street and Number):
Needham,
MA 02494
City,
State and Zip Code:
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed (Check box if appropriate)
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(a) |
The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
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(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
The
registrant is unable to file its Annual Report on Form 10-K within the prescribed time period without unreasonable effort and expense
due to the limited size of its accounting staff and the timing of the completion of the audit.
During
the final stages of the audit, the registrant’s independent auditor proposed significant last-minute revisions to the financial
statement disclosures. Given that the registrant’s financial reporting function is performed by a minimal number of personnel,
the time required to incorporate these revisions, verify the underlying data, and obtain final review from the auditor exceeded the remaining
time available before the original filing deadline.
The
Registrant anticipates that it will file its Form 10-K within the fifteen-day grace period provided by Rule 12b-25 of the Securities
Exchange Act of 1934, as amended.
PART
IV — OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification: |
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Ola
Soderquist |
|
508 |
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494-1885 |
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(Name) |
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(Area
code) |
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(Telephone
Number) |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
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| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No |
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
Bioxytran,
Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: |
March
31, 2026 |
By: |
/s/
Ola Soderquist |
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Ola
Soderquist |
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|
|
Chief
Financial Officer |
