Corporate Action, Amendments to Bylaws, Management Change/Compensation (Form 8-K)

Item 3.03 - Material Modification to Rights of Security Holders

The Company approved and filed an amendment to the Certificate of Designation of Convertible Preferred Stock to modify the conversion provisions of the Company's Preferred Stock. The amendment was filed with the Nevada Secretary of State on February 18, 2026 and became effective upon filing.

The amendment provides that no shares of Convertible Preferred Stock may be converted into Common Stock unless such conversion is approved by both (i) the Board of Directors and (ii) the holders of a majority of the outstanding shares of Preferred Stock voting as a single class.

The amendment was approved by the Board of Directors and by the holders of a majority of the outstanding shares of Convertible Preferred Stock through written consent in accordance with the Certificate of Designation and Nevada law.

This amendment was adopted to ensure that any conversion of the Company's Convertible Preferred Stock is subject to appropriate corporate and preferred shareholder approvals.

Item 5.02 - Compensatory Arrangements of Certain Officers

The Board of Directors of Bioxytran, Inc. (the "Company") recently approved a performance-based equity award to David Platt, the Company's Chief Executive Officer.

Pursuant to the Board's approval, the Company granted 6,000,000 shares of the Company's Convertible Preferred Stock to Dr. Platt as a performance grant in recognition of his role in executing the Company's first commercial distribution agreement and advancing capital funding initiatives.

The Board approved the award to align executive incentives with the Company's commercialization and capital formation objectives.

Item 5.03 - Amendments to Articles of Incorporation

In connection with the amendment described above, the Company filed a Certificate of Amendment to the Certificate of Designation of Convertible Preferred Stock with the Nevada Secretary of State on February 18, 2026, which became effective upon filing.