Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 7, 2025, Anders Utter notified Bioxytran, Inc. (the "Company") that he was resigning from the Company's Board of Directors and as Chair of the Audit Committee, effective immediately.

In his resignation letter, Mr. Utter noted that he had recommended enhancements to the Company's oversight framework, internal controls, and approval processes. These recommendations included strengthening segregation of duties, improving documentation of material contractual and financial approvals, and conducting legal review of a recently completed stock issuance. Mr. Utter stated that certain recommendations were not adopted or were interpreted differently than intended, and that he believed greater alignment on governance practices was needed. In response to these concerns, the Company has engaged an independent third-party financial expert to review its oversight, internal control, and approval processes. The expert will provide recommendations to the Board, and, if approved, assist in implementing the procedures.

Mr. Utter did not cite any disagreement relating to the Company's financial statements, accounting practices, or disclosures in its SEC filings. Pursuant to SEC rules, the Company has provided Mr. Utter with a copy of this disclosure and offered him the opportunity to provide a letter stating whether he agrees with the Company's description of his resignation. If received, the Company will file such letter by amendment to this Form 8-K.

The Board thanks Mr. Utter for his service and contributions.