BIOXYTRAN, INC

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unit Offering

During the period 10/30/2025 and 12/26/2025, the Company completed a private placement offering of 16,614,001 shares of common stock (after issuance of 1,230,667, or 8%, commission shares, 8%) and 15,383,334 warrants for aggregate cash proceeds of $717,600 (after payment of $62,400, or 8%, in commission). The shares and warrants were issued together as a unit; however, each warrant is detachable and separately exercisable to purchase one share of common stock. 92% of the units were sold at $0.05, pre-commission, and the remainder at $0.06. The fair value of the warrants was estimated using the Black-Scholes option-pricing model, resulting in a fair value of $0.061 per warrant. The allocation was calculated as follows:

The allocated value per share is $0.0256 ($425,370 ÷ 16,614,001 shares), and the allocated value per warrant is $0.019 ($292,230 ÷ 15,383,334 warrants), or a 68.87% discount to market.

In the six months ended on June 30, 2026, the company raised net cash proceeds of $314,640 (after payment of $27,360 in commission) the fair value of the Common Stock was determined based on the quoted market price of $0.031 per unit on the issuance date. The fair value of the warrants was estimated using the Black-Scholes option-pricing model, resulting in a fair value of $0.016 per warrant, which differs from allocated purchase price. The allocation was calculated as follows:

The allocated value per share is $0.031 ($190,867 ÷ 6,156,001 shares), and the allocated value per warrant is $0.022 ($123,773 ÷ 5,700,001 warrants), or a 48.58% discount to market.

The funds will be used for working capital purposes, predominantly for research and development and administrative expenses.