BIOXYTRAN, INC 8-K

What Happened

• Bioxytran, Inc. (BIXT) filed an 8‑K (March 13, 2026) reporting a change to the conversion terms of its Convertible Preferred Stock and a performance-based equity award to its CEO.
• On February 18, 2026 the company filed a Certificate of Amendment to its Certificate of Designation with the Nevada Secretary of State, making effective a provision that no shares of Convertible Preferred Stock may be converted into Common Stock unless approved by both (i) the Board of Directors and (ii) holders of a majority of outstanding Preferred Stock voting as a single class.
• The Board also approved—and the company granted—6,000,000 shares of Convertible Preferred Stock to CEO Dr. David Platt as a performance grant tied to the company’s first commercial distribution agreement and capital funding efforts.

Key Details

• Amendment filing date/effective date: February 18, 2026 (filed with Nevada Secretary of State).
• Conversion restriction: conversion requires approval by the Board and a majority of Preferred Stock holders voting as a single class.
• Executive award: 6,000,000 shares of Convertible Preferred Stock granted to CEO David Platt as a performance-based equity award.
• Approvals: amendment approved by the Board and by holders of a majority of outstanding Convertible Preferred Stock via written consent per the Certificate of Designation and Nevada law.

Why It Matters

• For investors, the conversion amendment limits automatic or unilateral conversions of preferred shares into common shares, meaning potential dilution from preferred-to-common conversions now requires both board and preferred-holder approval.
• The 6 million preferred-share grant to the CEO is a sizable equity award tied to commercialization and capital milestones; it aligns executive incentives with business goals but could affect future capital structure depending on conversion or other terms.
• These actions are corporate governance and compensation decisions that can influence dilution, control over future conversions, and management incentives—items investors should monitor in future filings and disclosures.