Bioxytran (BIXT) delays 2025 Form 10-K; expects filing within 15 days

Rhea-AI Filing Summary

Bioxytran, Inc. notified the SEC that it cannot file its Annual Report on Form 10-K for the period ended December 31, 2025 on time because a small accounting staff required additional time to incorporate significant last-minute auditor revisions. The company states it expects to file within the 15-day grace period under Rule 12b-25. The notice is signed by Ola Soderquist, Chief Financial Officer, on March 31, 2026.

Key Figures

Period Ended: December 31, 2025 Rule 12b-25 grace period: 15 days Signature Date: March 31, 2026 +2 more

5 metrics

Period Ended December 31, 2025 Annual reporting period for the delayed Form 10-K

Rule 12b-25 grace period 15 days Anticipated filing window under Rule 12b-25

Signature Date March 31, 2026 Date the Form 12b-25 notice was signed by the CFO

Registrant address 75 2nd Ave., Ste 605, Needham, MA 02494 Principal executive office address listed on the form

Contact telephone 508-494-1885 Telephone number provided for contact on the notice

Key Terms

Rule 12b-25, Form 10-K, auditor revisions

3 terms

Rule 12b-25 regulatory

"expects that it will file its Form 10-K within the fifteen-day grace period provided by Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K financial

"unable to file its Annual Report on Form 10-K within the prescribed time period"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

auditor revisions technical

"the registrant’s independent auditor proposed significant last-minute revisions to the financial statement disclosures"

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
	For Period Ended: December 31, 2025
	☐ Transition Report on Form 10-K
	☐ Transition Report on Form 20-F
	☐ Transition Report on Form 11-K
	☐ Transition Report on Form 10-K
	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.

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 2^nd 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)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(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
	(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:

	Ola Soderquist		508		494-1885
	(Name)		(Area code)		(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
(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
			Ola Soderquist
			Chief Financial Officer

FAQ

Why did Bioxytran (BIXT) file a Form 12b-25?

Answer: Bioxytran filed because it could not complete its Form 10-K on time due to a limited accounting staff and significant, last-minute auditor revisions. The company says those revisions required more time to incorporate, verify, and obtain final auditor review before filing.

When is Bioxytran expected to file the delayed Form 10-K?

Answer: Bioxytran expects to file the Form 10-K within the 15-day grace period provided by Rule 12b-25. The notice specifically cites the company anticipates filing on or before the fifteenth calendar day following the prescribed due date.

Who signed Bioxytran's Form 12b-25 and when was it signed?

Answer: The Form 12b-25 was signed by Ola Soderquist, Chief Financial Officer. The signature date shown on the notice is March 31, 2026, as indicated in the filing excerpt.

Does the filing indicate any anticipated change in results of operations?

Answer: The Form 12b-25 includes a checkbox about changes in results but does not state an anticipated significant change. The filing explains timing and staffing reasons for the delay rather than forecasting operational results.

What is the filing period covered by the delayed Form 10-K?

Answer: The delayed annual report covers the period ended December 31, 2025. That period is explicitly listed on the Form 12b-25 cover section in the provided excerpt.