UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_____________ to _____________

Commission file number: 001-35027

BIOXYTRAN, INC.

(Exact name of registrant as specified in its charter)

Nevada

2834

26-2797630

(State or other jurisdiction

of
incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

75 2nd Avenue, Ste 605, Needham, MA		02494
(Address of principal executive offices)		(Zip Code)

617-454-1199

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller Reporting Company	☒
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.

Class		Outstanding at ~~August 15,~~November 10, 2022
Common Stock, $0.001 par value per share		~~111,496,166~~123,013,985 shares

BIOXYTRAN, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

	Item 1.	Unaudited Condensed Consolidated Financial Statements	1

		Balance Sheets as of ~~June~~September 30, 2022 and December 31, 2021 (Unaudited)	1

		Statements of Operations for the ~~three~~Three and ~~six months ended June~~Nine Months Ended September 30, 2022 and 2021 (Unaudited)	2

		Statement of Changes in Stockholders’ Deficit for the ~~six months ended June~~Nine Months Ended September 30, 2022 and 2021 (Unaudited)	3

		Statements of Cash Flows for the ~~six months ended June~~Nine Months Ended September 30, 2022 and 2021 (Unaudited)	45

		Notes to Unaudited Condensed Consolidated Financial Statements	56

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1618

	Item 3.	Quantitative and Qualitative Disclosures ~~About~~about Market Risk	2224

	Item 4.	Controls and Procedures	2224

PART II - OTHER INFORMATION

	Item 1.	Legal Proceedings	2426

	Item 1A.	Risk Factors	2426

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2426

	Item 3.	Defaults ~~Upon~~upon Senior Securities	2426

	Item 4.	Mine Safety Disclosures	2426

	Item 5.	Other Information	2427

	Item 6.	Exhibits	2527

SIGNATURES				2628

Except as otherwise required by the context, all references in this report to “we”, “us”, “our” or “Company” refer to the consolidated operations of BIOXYTRAN, Inc.

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements: BIOXYTRAN, Inc., ~~June~~September 30, 2022

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~JUNE~~SEPTEMBER 30, 2022 AND DECEMBER 31, 2021

(UNAUDITED)


	June 30, 2022			December 31, 2021			September 30, 2022			December 31, 2021
ASSETS
Current assets:
Cash	$	500,677		$	72,358		$	374,190		$	72,358
Total current assets		500,677			72,358			374,190			72,358

Intangibles, net		67,548			46,932			74,349			46,932

Total assets	$	568,225		$	119,290		$	448,539		$	119,290

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	556,835		$	624,316		$	341,511		$	624,316
Accounts payable related party		1,062,000			531,000
Accounts payable, related party								461,727			531,000
Un-issued shares liability		60,150			—			900			—
Un-issued shares liability related party		56,240			—
Un-issued shares liability, related party								36,000			—
Convertible notes payable, net of premium and discount		3,593,650			2,122,181			2,157,510			2,122,181
Total current liabilities		5,328,875			3,277,497			2,997,648			3,277,497

Total liabilities		5,328,875			3,277,497			2,997,648			3,277,497

Commitments and contingencies		—			—			—			—

Stockholders’ deficit:
Preferred stock, $0.001 par value; 50,000,000 shares authorized, nil issued and outstanding		—			—			—			—
Common Stock, $0.001 par value; 300,000,000 shares authorized; 110,840,998 issued and outstanding		110,841			110,841
Common stock, $0.001 par value; 300,000,000 shares authorized; 123,013,985 issued and outstanding as at September 30, 2022 and 110,840,998 as at December 31, 2021								123,014			110,841
Additional paid-in capital		5,876,859			5,881,876			8,279,376			5,881,876
Non-controlling interest		(460,063	)		(397,256	)		(539,570	)		(397,256	)
Accumulated deficit		(10,288,287	)		(8,753,668	)		(10,411,929	)		(8,753,668	)
Total stockholders’ deficit		(4,760,650	)		(3,158,207	)		(2,549,109	)		(3,158,207	)

Total liabilities and stockholders’ deficit	$	568,225		$	119,290		$	448,539		$	119,290

See the accompanying notes to these unaudited condensed consolidated financial statements

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

													September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
	Three months ended						Six months ended						Three months ended						Nine months ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021			September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Operating expenses:
Research and development	$	43,141		$	718,652		$	283,266		$	1,065,685		$	475,872		$	181,962		$	759,138		$	1,247,647
General and administrative		447,360			272,614			1,003,941			839,934			(563,604	)		364,437			440,336			1,204,371
Stock based compensation expense		46,723			51,050			69,123			825,608
Total operating expenses		537,224			1,042,316			1,356,330			2,731,227
Compensation expense														73,507			844			142,630			826,452
Total net operating expenses														(14,225	)		547,243			1,342,104			3,278,470

Loss from operations		(537,224	)		(1,042,316	)		(1,356,330	)		(2,731,227	)
Net loss from operations														14,225			(547,243	)		(1,342,104	)		(3,278,470	)

Other expenses:
Interest expense		(54,480	)		(84,217	)		(106,515	)		(171,627	)		(44,281	)		(32,475	)		(150,796	)		(204,102	)
Debt discount and intangible amortization		(42,336	)		(17,103	)		(134,581	)		(17,103	)
Amortization of IP														(911	)		—			(2,733	)		—
Debt discount amortization and issuance of warrants														(172,182	)		(29,964	)		(304,941	)		(47,067	)
Total other expenses		(96,816	)		(101,320	)		(241,096	)		(188,730	)		(217,374	)		(62,439	)		(458,470	)		(251,169	)

Net loss before provision for income taxes		(634,040	)		(1,143,636	)		(1,597,426	)		(2,919,957	)		(203,149	)		(609,682	)		(1,800,574	)		(3,529,639	)

Provision for income taxes		—			—			—			—			—			—			—			—
NET LOSS		(634,040	)		(1,143,636	)		(1,597,426	)		(2,919,957	)		(203,149	)		(609,682	)		(1,800,574	)		(3,529,639	)

Net loss attributable to the non-controlling interest		11,691			246,935			62,807			401,549			79,507			134,530			142,314			536,079

NET LOSS ATTRIBUTABLE TO BIOXYTRAN	$	(622,349	)	$	(896,701	)	$	(1,534,619	)	$	(2,518,408	)	$	(123,642	)	$	(475,152	)	$	(1,658,260	)	$	(2,993,560	)

Loss per Common share, basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Loss per common share, basic and diluted													$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.03	)

Weighted average number of Common shares outstanding, basic and diluted		110,840,998			103,371,579			110,840,998			101,753,891
Weighted average number of common shares outstanding, basic and diluted														116,393,899			109,871,998			112,712,305			104,989,663

See the accompanying notes to these unaudited condensed consolidated financial statements

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

Common Stock Preferred Stock
Additional Paid in
Capital
Accumulated Non-controlling Total
Shares Amount Shares Amount Common Preferred Deficit Interest Equity
December 31, 2020 97,450,673 $ 97,451 — $ — $ 1,795,125 $ — $ (4,721,923 ) $ 888,091 $ (1,941,256 )
Options issued and vested - 2021 Plan 6,750 6,750
Shares issued to BoD & Mgmnt - 2010 Plan 1,366,800 1,367 326,665 328,032
Shares issued to Consultants - 2010 Plan 1,832,400 1,832 437,944 439,776
Subsidiary stock transactions 450,000 450,000
Net loss attributable to the non-controlling interest (154,614 ) (154,614 )
Net loss - - - - (1,621,707 ) (1,621,707 )
March 31, 2021 100,649,873 $ 100,650 — $ — $ 2,566,484 $ — $ (6,343,630 ) $ 1,183,477 $ (2,493,019 )

Options issued and vested - 2021 Plan 7,650 7,650
Shares issued to BoD & Mgmnt - 2021 Plan 90,000 90 15,210 15,300
Shares issued to BoD & Mgmnt 90,000 90 15,210 15,300
Shares issued to Consultants - 2021 Plan 610,000 610 27,040 27,650
Shares issued to Consultants 610,000 610 27,040 27,650
Shares issued to BoD & Mgmnt for conversion of debt 7,591,261 7,591 979,273 986,864
Shares issued to Consultants for conversion of debt 930,864 931 120,111 121,042
Forgiveness of related party 1,020,323 1,020,323
Subsidiary stock options 450 450
Subsidiary stock transactions 150,000 150,000
Net loss attributable to the non-controlling interest (246,935 ) (246,935 )
Net loss - - - - (896,701 ) (896,701 )
June 30, 2021 109,871,998 $ 109,872 — $ — $ 4,736,091 $ — $ (7,240,331 ) $ 1,086,992 $ (1,307,376 )

~~See the accompanying notes to these unaudited condensed consolidated financial statements~~

	Shares		Amount		Shares		Amount		Common		Preferred		Deficit			Interest			Equity
	Common Stock				Preferred Stock				Additional Paid in Capital				Accumulated			Non-controlling			Total
	Shares		Amount		Shares		Amount		Common		Preferred		Deficit			Interest			Equity
December 31, 2020		97,450,673	$	97,451		—	$	—	$	1,795,125	$	—	$	(4,721,923	)	$	888,091		$	(1,941,256	)
Options issued and vested - 2021 Plan								-		6,750		-								6,750
Shares issued to BoD & Ofc - 2010 Plan		1,366,800		1,367				-		326,665		-								328,032
Shares issued to Consultants - 2010 Plan		1,832,400		1,832						437,944										439,776
Subsidiary stock transactions																	450,000			450,000
Net loss attributable to the non-controlling interest																	(154,614	)		(154,614	)
Net loss														(1,621,707	)					(1,621,707	)
March 31, 2021		100,649,873	$	100,650		—	$	—	$	2,566,484	$	—	$	(6,343,630	)	$	1,183,477		$	(2,493,019	)

Options issued and vested - 2021 Plan								-		7,650		-								7,650
Shares issued to BoD & Ofc - 2021 Plan		90,000		90				-		15,210		-								15,300
Shares issued to Consultants - 2021 Plan		610,000		610						27,040										27,650
Shares issued to BoD & Ofc for conversion of debt		7,591,261		7,591						979,273										986,864
Shares issued to Consultants for conversion of debt		930,864		931						120,111										121,042
Forgiveness of related party										1,020,323										1,020,323
Subsidiary stock options																	450			450
Subsidiary stock transactions																	150,000			150,000
Net loss attributable to the non-controlling interest																	(246,935	)		(246,935	)
Net loss														(896,701	)					(896,701	)
June 30, 2021		109,871,998	$	109,872		—	$	—	$	4,736,091	$	—	$	(7,240,331	)	$	1,086,992		$	(1,307,376	)

Options issued and vested - 2021 Plan								-		45		-								45
Net loss attributable to the non-controlling interest								-				-					(134,530	)		(134,530	)
Net Loss				-										(475,152	)					(475,152	)
September 30, 2021		109,871,998	$	109,872		—	$	—	$	4,736,136	$	—	$	(7,715,483	)	$	952,462		$	(1,917,013	)

~~BIOXYTRAN, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021~~

~~(UNAUDITED)~~

Six Months Ended
June 30, 2022 June 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,597,426 ) $ (2,919,957 )
Adjustments to reconcile net loss to net cash used in operating activities:
Debt discount amortization, incl. issuance of warrants 132,759 17,103
Amortization 1,822 —
Stock-based compensation 69,123 825,608
Changes in operating assets and liabilities:
Pre-paid expenses — (224,586 )
Accounts payable and accrued expenses (67,481 ) 217,851
Accounts payable related party 531,000 674,290
Net cash used in operating activities (930,203 ) (1,409,691 )

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in intangibles (22,438 ) (8,954 )
Net cash used in investing activities (22,438 ) (8,954 )

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from subsidiary stock transactions — 600,000
Proceeds from issuance of convertible notes payable 1,380,960 1,165,000
Net cash provided by financing activities 1,380,960 1,765,000

Net increase in cash 428,319 346,355
Cash, beginning of period 72,358 41,688
Cash, end of period $ 500,677 $ 388,043

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid $ 69,900 $ —
Income taxes paid $ — $ —
NON-CASH INVESTING & FINANCING ACTIVITIES
Issuance of warrants $ 42,250 $ —
Forfeiture of stock options 47,267 $ —
Debt discount on convertible note $ 86,040 $ 102,747
Common shares issued for the conversion of principal and accrued interest $ — $ 1,107,906
Forgiveness of related party debt recorded to additional paid-in capital $ — $ 1,020,323

	Common Stock				Preferred Stock				Additional Paid in Capital					Accumulated			Non-controlling			Total
	Shares		Amount		Shares		Amount		Common			Preferred		Deficit			Interest			Equity
December 31, 2021		110,840,998	$	110,841		—		—	$	5,881,876		$	—	$	(8,753,668	)	$	(397,256	)	$	(3,158,207	)
Issuance of Warrants										42,250											42,250
Net loss attributable to the non-controlling interest								-					-					(51,116	)		(51,116	)
Net loss				-											(912,270	)					(912,270	)
March 31, 2022		110,840,998	$	110,841		—		—	$	5,924,126		$	—	$	(9,665,938	)	$	(448,372	)	$	(4,079,343	)

Cancellation of Stock Options – 2021 Plan								-		(47,267	)		-								(47,267	)
Net loss attributable to the non-controlling interest																		(11,691	)		(11,691	)
Net loss				-											(622,349	)					(622,349	)
June 30, 2022		110,840,998	$	110,841		—		—	$	5,876,859		$	—	$	(10,288,287	)	$	(460,063	)	$	(4,760,650	)

Correction for Stock Options – 2021 Plan								-		47,267			-								47,267
Forfeiture of Warrants										(6,763	)										(6,763	)
Issuance stock-plan BoD		200,000		200				-		45,430			-								45,630
Issuance stock-plan Consultants		352,000		352						59,748											60,100
Issuance of warrants										148,085											148,085
Sales of Shares		1,400,000		1,400						598,600											600,000
Conversion of warrants		4,139,503		4,140						(4,140	)										—
Conversion of Loan and accrued interest		6,081,484		6,081						1,514,290											1,520,371
Net loss attributable to the non-controlling interest																		(79,507	)		(79,507	)
Net loss															(123,642	)					(123,642	)
September 30, 2022		123,013,985	$	123,014		—		—	$	8,279,376			—	$	(10,411,929	)	$	(539,570	)	$	(2,549,109	)

See the accompanying notes to these unaudited condensed consolidated financial statements

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

		1			2
	Nine months Ended
	September 30, 2022			September 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,800,574	)	$	(3,529,639	)
Adjustments to reconcile net loss to net cash used in operating activities:
Debt discount amortization, incl. issuance of warrants		304,941			47,067
Amortization of IP		2,733			—
Stock-based compensation		142,630			826,452
Interest paid with note conversion		53,371
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		(282,805	)		313,849
Accounts payable, related party		(69,273	)		1,013,116
Net cash used in operating activities		(1,648,977	)		(1,553,740	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in intangibles		(30,151	)		(8,954	)
Net cash used in investing activities		(30,151	)		(8,954	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loan		—			—
Proceeds from subsidiary stock transactions		600,000			600,000
Proceeds from issuance of convertible notes payable		1,380,960			1,165,000
Repayment of convertible notes payable		—			—
Net cash provided by financing activities		1,980,960			1,765,000

Net increase in cash		301,832			202,306
Cash, beginning of period		72,358			41,688
Cash, end of period	$	374,190		$	243,994

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	69,900		$	—
Income taxes paid		—			—
NON-CASH INVESTING & FINANCING ACTIVITIES
Issuance of warrants		190,335			—
Forfeiture of warrants		(6,763	)		—
Debt discount on convertible note		121,369			119,850
Common shares issued for the conversion of notes payable (principal and accrued interest), Related party		—			986,864
Common shares issued for the conversion of notes payable (principal and accrued interest)		1,520,371			121,042
Common shares issued for the exercise of warrants		68,910			—
Forgiveness of related party debt recorded to additional paid-in capital	$	—		$	1,020,323

See the accompanying notes to these unaudited condensed consolidated financial statements

BIOXYTRAN, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2022 AND 2021

(UNAUDITED)

NOTE 1 – BACKGROUND AND ORGANIZATION

Business Operations

Bioxytran, Inc. (the “Company”) is a clinical stage pharmaceutical company focused on the development, manufacture and commercialization of therapeutic drugs designed to address hypoxia in humans, which is a lack of oxygen to tissues, in a safe and efficient manner.

Our Subsidiary, Pharmalectin, Inc. (the “Subsidiary”) is a clinical stage pharmaceutical company focused on the development, manufacture and commercialization of therapeutic drugs designed to address conditions related to Covid-19.

Our Foreign Subsidiary, Pharmalectin (BVI), Inc. (the “Foreign Subsidiary”) is the owner and custodian of the Company’s Copyrights, Trade Marks and Patents.

Organization

Bioxytran, Inc. was organized on October 5, 2017 as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 authorized Common shares with a par value of $0.0001, and 5,000,000 Preferred shares with a par value of $0.0001. On September 21, 2018, the Company ~~went under~~underwent a reorganization in the form of a reverse merger and is currently registered as a Nevada corporation with a taxing structure for U.S. federal and state income tax as a C-Corporation with 300,000,000 authorized Common shares with a par value of $0.001, and 50,000,000 Preferred shares with a par value of $0.001. There are currently ~~110,840,998~~123,013,985 outstanding Common shares and zero Preferred shares. Collectively, our ~~officers, our directors~~Officers, and ~~one other stockholder~~Directors own or exercise voting and investment control of ~~85,823,272~~77,970,972 (~~77.4~~63.4%%) of our outstanding Common Stock.

Pharmalectin was organized on October 5, 2017 as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 authorized Common shares with a par value of $0.0001, and 5,000,000 Preferred shares with a par value of $0.0001. The Subsidiary was founded under the name of Bioxytran “Bioxytran (DE)”. On April 29, 2020, the name was changed to Pharmalectin, Inc. There are currently 30,000,000 issued and 19,650,000 outstanding shares of the Subsidiary’s Common Stock; 15,000,000 Common shares (~~76.3~~76.3%%) are held by Bioxytran and 4,650,000 Common shares are held by an affiliate. The beneficial ownership of the affiliate includes ~~the Company’s management.~~our Officers.

Pharmalectin BVI was organized on March 17, 2021 as a British Virgin Islands (BVI) Business Corporation with a BVI corporate taxing structure with 50,000 authorized shares with a par value of $1.00. There are currently 50,000 outstanding shares held by the Company.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited consolidated financial statements.

While the information presented in the accompanying financial statements is unaudited, it includes all adjustments which are, in the opinion of the management, necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”). In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are statements prepared in accordance with US GAAP have been condensed or omitted. These financial statements should be read in conjunction with the Company’s December 31, 2021 audited financial statements and notes that can be expected for the year ending December 31, 2022.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Bioxytran, Inc. a Nevada Corporation, its majority owned subsidiary, Pharmalectin, Inc. of Delaware, as well as its wholly owned subsidiary, Pharmalectin (BVI), Inc of British Virgin Islands (collectively, the “Company”). All intercompany accounts have been eliminated upon consolidation.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.

Cash

For purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with an original maturity date of three months or less to be cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation, valuation of warrants, valuations in connection with convertible notes and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

Net Loss per Common Share, basic and diluted

The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per Common share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into Common Stock using the “treasury stock” and/or “if converted” methods as applicable.

At ~~June~~September 30, 2022, we would, based on the market price of $~~0.32~~0.693/share, be obligated to issue approximately ~~23,745,998~~17,653,077 shares of Common Stock upon conversion of the currently outstanding convertible notes ~~(the “New Notes”)~~ and ~~6,253,088~~1,622,144 shares upon exercise of outstanding warrants and ~~620,000~~572,000 shares upon exercise of outstanding options. For the New Notes, the shares total value is based on $~~3,769,720~~2,165,000 of currently outstanding principal, and $113,210 in unpaid interest.

~~The 2021 1-year~~All of our currently outstanding notes ~~(the “2021 Notes” and collectively with the 2022 Notes (the “New Notes”), extended through October 31, 2022,~~ have an interest rate of 6% and are convertible at the lower of (i) a fixed price of $0.13, or (ii) 85% of the closing price of any Qualified Financing, which consist of any fundraising whereby the Company receives gross proceeds of not less than ~~$500,000~~.

~~The 2022 1-year notes (the “2022 Notes” and collectively with the 2021 Notes (the “New Notes”), have an interest rate of~~ 6%$500,000. ~~and are convertible at a fixed price of $0.25~~. The New Notes contain a conversion limitation which prevents the holder(s) of the New Notes from converting if doing so would result in the holder beneficially owning more than 4.99% of our issued ~~and~~an outstanding Common ~~Stock~~Stock..

Stock Based Compensation

The Company measures the cost of services received from employees and non-employees in exchange for an award of equity instruments based on the fair value of the award on the grant date pursuant ASC 718. Stock-based compensation expense is recorded by the Company over the requisite service period, or vesting period, in the same expense classifications in the statements of operations, as if such amounts were paid in cash.

Accounting for subsidiary stock transactions

The Company accounts for subsidiary stock transactions in accordance with Opinions of the Accounting Principles Board 09 (APBO No. 9). In paragraph 28, this pronouncement excluded all adjustments from transactions in a company’s own stock “. . . from the determination of net income or the results of operations under all circumstances.” During the ~~six~~nine months ended ~~June~~September 30 2021, the Company sold shares in its subsidiary Pharmalectin for a total amount of $600,000. Accordingly, APIC was adjusted with this amount for the ~~six~~nine months ended ~~June~~September 30, 2021, no such transactions took place during the ~~six~~nine months ended ~~June~~September 30, 2022.

Research and Development

The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred.

For the ~~six~~nine months ended ~~June~~September 30, 2022 the Company incurred $~~283,266~~759,138 in research and development expenses, while during the ~~six~~nine months ended ~~June~~September 30, 2021 the Company incurred $~~1,065,685~~1,247,647.

Intangibles – Goodwill and Other

Valuation of intangibles are in accordance with ASC 350. Costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at award date, which varies depending on the pendency period of the application, generally approximating seventeen years. Capitalized patent costs, also referred to as patent prosecution costs, include internal legal ~~labour,~~labor, professional legal fees, government filing fees and translation fees related to expanding the Company’s patent portfolio. Costs associated with the maintenance and annuity fees of patents are accounted for as prepaid assets at the time of payment and amortized over the shorter of the maintenance period or remaining life of the related patent.

Accrued Expenses

As part of the process of preparing our condensed consolidated financial statements, we are required to estimate accrued expenses. This process involves identifying services that third parties have performed on our behalf and estimating the level of service performed and the associated cost incurred on these services as at each balance sheet date in our consolidated financial statements. Examples of estimated accrued expenses include professional service fees, such as those arising from the services of attorneys and accountants and accrued payroll expenses. In connection with these service fees, our estimates are most affected by our understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that we do not identify certain costs that have been incurred or we under- or over-estimate the level of services or costs of such services, our reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to our judgment. We make these judgments based upon the facts and circumstances known to us in accordance with accounting principles generally accepted in the U.S.

Warrants

The Company has issued Common Stock warrants in connection with the execution of certain equity and debt financings. The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of our ~~Common~~common share price, remaining life of the warrant, and risk-free interest rates at each period end.

Fair Value

Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed interim financial statements.

NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As at ~~June~~September 30, 2022, the Company had cash of $~~500,677~~374,190 and a negative working capital of $~~4,828,198~~2,623,458. The Company has not yet generated any revenues from operations and has incurred cumulative net losses of $~~10,288,287~~10,411,929. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company raised a net of $1,380,960 in cash proceeds from the issuance of convertible ~~notes.~~notes that subsequently was converted to equity, and $600,000 from the issuance of Common Stock. During the same period in 2021, the Company raised a net of $1,165,000 in cash proceeds from the issuance of convertible notes and $600,000 from the issuance of Common Stock of ~~our subsidiary.~~the Subsidiary. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of ~~September~~December 2022 and is pursuing alternative opportunities to funding.

The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.

The Company’s management does not know the full extent or foresee the impact COVID-19 has had on our business or our operations or its ability to carry out our plans. We will continue to monitor and follow this situation closely.

Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

NOTE 4 - INTANGIBLES

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. ~~NaN~~No impairment charges were recorded for the ~~six~~nine months ended ~~June~~September 30, 2022 and the year ended December 31, 2021.

Amortization of capitalized patent costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at the award date, which varies depending on the pendency period of the application, generally approximating twenty years. ~~The current patent applications are still on-going, and are therefore not yet subject to amortization.~~

SCHEDULE OF INTANGIBLES

	Estimated Life (years)	September 30, 2022			December 31, 2021
Capitalized patent costs	20	$	77,082		$	46,932
Accumulated amortization			(2,733	)		—

Intangible assets, net		$	74,349		$	46,932

Estimated Life (years) June 30, 2022 December 31, 2021
Capitalized patent costs 20 $ 69,370 $ 46,932
Accumulated amortization (1,822 ) —

Intangible assets, net $ 67,548 $ 46,932

NOTE 5 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

On ~~June~~September 30, 2022, there was $~~1,062,000~~461,727 in accounts payable to related parties in ~~the~~ form of payroll and accrued expenses, ~~and~~in addition to $~~56,240~~36,000 in ~~un-issued~~unissued shares ~~liability~~owed to related ~~party.~~parties. On December 31, 2021 there was $531,000 in accounts payable to related parties.

The following table represents the major components of accounts payables and accrued expenses and other current liabilities at ~~June~~September 30, 2022 and at December 31, 2021:

SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

June 30, 2022 December 31, 2021
Accounts payable related party (1) $ 1,062,000 $ 531,000
Professional fees 121,893 375,371
Other 2,310 —
Interest 122,300 85,685
Payroll taxes 47,832 32,010
Pension/401K 262,500 131,250
Un-issued share liability, consultant 60,150 —
Un-issued share liability, related party (2) 56,240 —
Convertible note payable 3,593,650 2,122,181
Total $ 5,328,875 $ 3,277,497

	September 30, 2022		December 31, 2021
Accounts payable related party (1)	$	461,727	$	531,000
Professional fees		80,951		375,371
Interest		113,210		85,685
Pension cost		114,932		131,250
Payroll Taxes		32,057		32,010
Other accounts payable		361		—
Un-issued shares related party (2)		36,000		—
Un-issued shares		900		—
Convertible notes payable, net of premium and discount		2,157,510		2,122,181
Total	$	2,997,648	$	3,277,497

(1)

At September 30, 2022 there was $~~420,000~~181,900 owed to each the CFO and the CEO and $97,927 owed to the CMO for 5 months of ~~accrued~~ salary and $~~222,000~~ ~~to the VPBD for salary and expenses due.~~expenses. At December 31, 2021 there was $210,000 to each the CFO and the CEO for 6 months of salary for the period July through December 2021, and $111,000 owed to the ~~VPBD~~CMO for salary and expenses ~~due.~~for the same period.

(2)

~~There are currently~~At September 30, 2022 the Company has not yet issued ~~120,000~~80,000 shares ~~of Common Stock awarded but not issued~~ to four Board Members in reward of their attendance at Board and Committee meetings during the ~~first six months~~third quarter of 2022. The total fair market value at the time of the award was $~~56,240~~36,000., or $0.45/share. There was no such accrual at December 31, 2021.

NOTE 6 – CONVERTIBLE NOTES PAYABLE

Private Placement, 2021 Notes currently outstanding

Around May 3, 2021, we entered into four (4) Securities Purchase Agreements (the “2021 SPA’s”), under which we agreed to sell convertible promissory notes (the “2021 Notes”), in an aggregate principal amount of $2,165,000 with 66%% interest.

At any time after the issue date of the Notes, The Holders of the Notes, (the “2021 Holders”), have the option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the 2021 Notes into shares of our Common Stock at the Conversion Price. The “Conversion Price” will be the lesser of (i) $.13 per share or (ii) 85% of the closing price of Any Qualified Financing, which consists of any fundraising whereby the Company receives gross proceeds of not less than ~~$500,000~~$500,000..

The 2021 Holders are limited to holding a total of ~~4.99~~4.99%% of our issued and outstanding Common Stock at any one time.

The Common Stock underlying the 2021 Notes, when issued, will bear a restrictive legend and ~~has~~have a 180-day lock-up period. ~~They are currently eligible for resale under Rule 144.~~

If the 2021 Notes are converted prior to us paying off such note, it would lead to substantial dilution to our shareholders as a result of the conversion discounted ~~for~~applicable to the 2021 Notes. There can be no assurance that there will be any funds available to pay ~~off~~of the 2021 ~~Notes, or if available, on terms that will be acceptable to us or our shareholders.~~Notes. If we fail to obtain such additional financing on a timely basis, the 2021 Holders may convert the 2021 Notes and sell the underlying shares, which may result in significant dilution to shareholders due to the conversion discount, as well as a significant decrease in our stock price.

Convertible notes payable consists of the following at September 30, 2022 and December 31, 2021:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

	September 30, 2022			December 31, 2021
Principal balance	$	2,165,000		$	2,165,000
Unamortized debt discount		(7,490	)		(42,819	)
Outstanding, net of debt discount and premium	$	2,157,510		$	2,122,181

910

At September 30, 2022 and at December 31, 2021 the outstanding convertible notes were as follows:

SCHEDULE OF OUTSTANDING CONVERTIBLE NOTES

Name		Principal due		Accrued interest		Total amount due
		December 31, 2021
Notes sold in exchange for cash	(1)	$	1,165,000	$	46,108	$	1,211,108
Note issued in exchange for defaulted Old Notes	(2)		1,000,000		39,577		1,039,577
		$	2,165,000	$	85,685	$	2,250,685

		September 30, 2022
Notes sold in exchange for cash	(1)	$	1,165,000	$	29,125	$	1,194,125
Note issued in exchange for defaulted Old Notes	(2)		1,000,000		84,085		1,084,085
		$	2,165,000	$	113,210	$	2,278,210

(1)	Net cash received for these notes were $1,045,150, after a Debt Discount of $119,850 was paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA / SIPC).

(2)	All earlier issued Notes were paid off and assumed by a different entity/company. Portions of the balance was forgiven and a new note of $1,000,000 was issued to a third party.

Private Placement, 2021 Notes converted into Common Stock

As part of the earlier mentioned 2021 Notes, five (5) Notes were issued on May 3, 2021 to our three Officers, $981,466 in accrued salaries, and to two consultants, $120,380 in accounts payables, or a total amount of $1,101,846.

On June 4, 2021, 7,591,261 shares of Common Stock were issued to our three Officers as a result of conversion of accrued interest and principal for three convertible notes for a total of $986,864, or $0.13/share. To avoid dilution of the company’s stock, the Officers returned the shares to treasury on November 20, 2021, while the original debt consisting of accrued salary was forfeited.

On June 4, 2021, 930,864 shares of Common Stock were issued to two consultants as a result of conversion of accrued interest and principal for two convertible notes for a total of $121,042, or $0.13/share.

SCHEDULE OF CONVERTIBLE CONVERSION OF ACCRUED INTEREST AND PRINCIPAL

Name		Principal Converted		Accrued interest converted		No. of shares issued
Private Placement, 2021 Notes issued to Officers	(1)	$	981,466	$	5,398		7,591,261
Private Placement, 2021 Notes issued to consultants	(2)		120,380		662		930,864
		$	1,101,846	$	6,060		8,522,125

(1)

The notes were exchanged in exchange for $981,466 of accrued salaries due to our three Officers, the notes were converted into equity on June 4, 2021 at $0.13/share. To avoid dilution of the company’s stock, the Officers returned the shares to treasury on November 20, 2021, while the original debt consisting of accrued salary was forfeited.

(2)	The notes were exchanged in exchange for $120,380 of accounts payables due to two consultants, the notes were converted into equity on June 4, 2021 at $0.13/share.

Private Placement, 2022 Notes converted into Common Stock

In January, 2022, we entered into thirty-four (34) Securities Purchase Agreements (the “2022 SPA’s”), with accredited investors, under which we agreed to sell the Notes, in an aggregate principal amount of $1,467,000 with 66%% interest (the “2022 Notes”) to the holders of the 2022 Notes (the “2022 Holders”).

At any time after the issue date of the 2022 Notes the 2022 Holders have the option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the Notes into shares of our Common Stock at the Conversion Price. The “Conversion Price” is set to $0.25 per share.

The 2022 Holders are limited to holding a total of ~~4.99~~4.99%% of our issued and outstanding Common Stock at any one time. The Common Stock underlying the 2022 Notes, when issued, bear a restrictive legend and are currently eligible for resale under Rule 144.

If the 2022 Notes are converted prior to us paying off such note, it would lead to dilution to our shareholders as a result of the conversion discounted for the 2022 Notes. There can be no assurance that there will be any funds available to pay of the 2022 Notes, or if available, on terms that will be acceptable to us or our shareholders. If we fail to obtain such additional financing on a timely basis, the 2022 Holders may convert the 2022 Notes and sell the underlying shares, which may result in dilution if converted, as well as a decrease in our stock price.

~~SCHEDULE OF OUTSTANDING CONVERTIBLE NOTES~~

Name
Principal due
June 30, 2022

Accrued interest
June 30, 2022

Total amount due
June 30, 2022

Private Placement, 2021 Notes (1) $ 2,165,000 $ 81,063 2,246,063
Private Placement, 2022 Notes (2) 1,467,000 41,237 1,508,237
$ 3,632,000 $ 122,300 3,754,300

The notes principal and accrued interest were fully converted into 6,081,484 shares of Common Stock on August 31, 2022.

Name		Principal Converted		Accrued interest converted		No. of shares issued
Private Placement, 2022 Notes	(1)	$	1,467,000	$	53,371		6,081,484
		$	1,467,000	$	53,371		6,081,484

	(1)	$~~1,000,000~~ ~~of this amount was used to extinguish the Old Notes. Net cash received for these notes were $1,045,150, after a Debt Discount of $119,850~~ ~~was paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA / SIPC).~~
	~~(2)~~	Net cash received for these notes were $1,380,960, after a Debt Discount of $86,040 was paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA / SIPC).

~~At December 31, 2021 the outstanding convertible notes were as follows:~~

Name
Principal due
December 31, 2021

Accrued interest
December 31, 2021

Total amount due
December 31, 2021

Notes sold in exchange for cash (1) $ 1,165,000 $ 46,108 1,211,108
Note issued in exchange for defaulted Old Notes (2) 1,000,000 39,577 1,039,577
$ 2,165,000 $ 85,685 2,250,685

	~~(1)~~	~~Net cash received for these notes were $1,045,150, after a Debt Discount of $119,850~~ ~~was paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA / SIPC).~~
	~~(2)~~	~~The “Old Notes” were paid off and assumed by a different entity/company. A new note of $1,000,000~~ ~~was issued to a third party.~~

~~Convertible notes payable consists of the following at June 30, 2022 and December 31, 2021:~~

~~SCHEDULE OF CONVERTIBLE NOTES PAYABLE~~

June 30, 2022 December 31, 2021
Principal balance $ 3,632,000 $ 2,165,000
Unamortized debt discount (38,350 ) (42,819 )
Outstanding, net of debt discount and premium $ 3,593,650 $ 2,122,181

NOTE 7 –STOCKHOLDERS’ EQUITY

The Company is authorized to issue 300,000,000 shares of Common Stock, and 50,000,000 shares of Preferred Stock.

Preferred stock

As of ~~June~~September 30, 2022 and at December 31, 2021, no Preferred shares have been designated or issued.

Common Stock

On June 4, 2021, 7,591,261 shares of Common Stock were issued to ~~management~~our three Officers as a result of conversion of accrued interest and principal for three convertible notes for a total of $986,864, or $0.13/share, in reliance on an exemption under Section 4(2)(a).

On June 4, 2021, 930,864 shares of Common Stock were issued to ~~management~~two consultants as a result of conversion of accrued interest and principal for two convertible notes for a total of $121,042, or $0.13/share, in reliance on an exemption under Section 4(2)(a).

For the ~~six~~nine months ending ~~June~~September 30, 2021, 3,899,200 shares were ~~awarded~~issued under the 2010 and the 2021 Stock Plans for a total value of $810,758.

On August 15, 2022 1,400,000 shares were sold in a private placement for an amount of $600,000, or ~~an average price of~~ $~~0.13~~0.43/share.

NoOn August 31, 2022, 6,081,484 shares ~~have been~~of Common Stock were issued against convertible notes with a principal of $1,467,000 and an accrued interest of $53,371, or $0.25/share.

On September 8, 2022, 4,139,503 shares of Common Stock were issued in ~~six~~exchange against four outstanding warrants including provisions for dilutive issuance and cashless exercise.

For the nine months ~~ended June~~ending September 30, ~~2022.~~2022, 552,000 shares were issued under the 2021 Stock Plans for a total value of $105,730.

As at ~~June~~September 30, 2022, the Company has 123,013,985 shares of Common Stock issued and outstanding, at December 31, 2021 the Company ~~has~~had 110,840,998 shares of Common Stock issued and outstanding.

Common Stock Warrants

For the ~~six~~nine months ended ~~June~~September 30, 2022, in connection with the issuance of ~~the~~ convertible notes, the Company issued ~~264,060~~464,030 5-year warrants exercisable at $0.25/share, and 28,000 warrants exercisable at $0.47/share with aan average fair value of $~~0.16~~0.39, based on Black and Scholes Option Pricing Model, for a total of $~~42,250~~190,334. The warrant agreements include provisions for cash-less exercise.

For the ~~six~~nine months ended ~~June~~September 30, 2021 the Company issued no warrants.

The fair value of stock warrants granted for the ~~six~~nine months ended ~~June~~September 30, 2022 was calculated with the following assumptions:

SCHEDULE OF STOCK WARRANTS VALUATION ASSUMPTIONS


	~~June~~September 30, 2022
Risk-free interest rate		1.53-3.20	%
Expected dividend yield		0	%
Volatility factor (monthly)		~~169.27~~160.06	%
Expected life of warrant		5 years

There were no warrants issued in the nine months ended September 30, 2021.

The following table summarizes the Company’s Common Stock warrant activity for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021:

SCHEDULE OF WARRANT ACTIVITY

							Number of Warrants ^*			Weighted Average Exercise Price		Weighted Average Remaining Expected Term
Outstanding as at December 31, 2020								272,000		$	2.00		3.9
Granted								—			—		—
Exercised								—			—		—
Forfeited/Cancelled								—			—		—
Outstanding as at September 30, 2021								272,000			2.00		3.7
	Number of Warrants *		Weighted Average Exercise Price		Weighted- Average Remaining Expected Term
Outstanding as at December 31, 2021		272,000	$	2.00		3.9		272,000		$	2.00		2.9
Granted		—		—		—		492,030			0.26		5.0
Exercised		—		—		—		(200,000	)		2.00		—
Forfeited/Cancelled		—		—		—		(22,000	)		2.00		—
Outstanding as at June 30, 2021		272,000		2.00		3.7

Outstanding as at December 31, 2022		272,000	$	2.00		2.9
Granted		264,060		0.25		5.0
Exercised		—		—		—
Forfeited/Cancelled		—		—		—
Outstanding as at June 30, 2022		536,060	$	1.14		3.4
Outstanding as at September 30, 2022								542,030		$	0.42		4.3

The warrant agreements issued in 2019 ~~and in 2020~~ for a total of ~~272,000~~50,000 warrants include provisions for dilutive issuance and cash-less exercise. If exercised at ~~June~~September 30, 2022 the provisions would have resulted in an issuance of ~~5,989,028~~1,130,114 shares at an average ~~conversion-price~~conversion price of $0.09, or ~~5,335,789~~1,050,114 shares in a cash-less exercise. In order to mitigate the Company’s risk an administrative hold has been placed on one shareholder’s stock in the event of future exercise.

The following table summarizes information about stock warrants that are vested or expected to vest at ~~June~~September 30, 2022 with a market price of $~~0.32~~0.693 at ~~June~~September 30, 2022:

SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS

Warrants Outstanding Exercisable Warrants
Number of
Warrants

Weighted
Average
Exercise
Price
Per
Share

Weighted Average
Remaining
Contractual Life
(Years)

Aggregate
Intrinsic
Value

Number of
Warrants

Weighted
Average
Exercise
Price Per
Share

Weighted
Average
Remaining
Contractual Life
(Years)

Aggregate
Intrinsic
Value
264,060 0.25 4.5 $ 18,484 264,060 0.25 4.5 $ 18,484
272,000 $ 2.00 2.4 $ — 272,000 $ 2.00 2.4 $ —
536,060 $ 1.14 3.5 $ 18,484 536,060 $ 1.14 3.5 $ 18,484

		Warrants Outstanding								Exercisable Warrants
Number of Warrants		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value		Number of Warrants		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
	492,030		0.26		4.6	$	211,809		492,030		0.26		4.6	$	211,809
	50,000	$	2.00		2.1	$	—		50,000	$	2.07		2.1	$	—
	542,030	$	1.14		4.3	$	18,484		542,030	$	0.42		4.3	$	211,809

The weighted-average remaining contractual life for warrants exercisable at September 30, 2022 is 4.3 years. The aggregate intrinsic value for fully vested, exercisable warrants was $211,809 at September 30, 2022.

The following table sets forth the status of the Company’s non-vested warrants as at ~~June~~September 30, 2022, there were no warrants issued for the ~~three~~nine months ended at ~~June~~September 30, 2021.

SCHEDULE OF NONVESTED WARRANTS

Number of
Warrants

Weighted-
Average
Grant-Date
Fair Value
Non-vested as at December 31, 2021 —   $ —
Granted 264,060 0.25
Forfeited —   —
Vested 264,060 0.25
Non-vested as at June 30, 2022 —   $ —

~~The weighted-average remaining contractual life for warrants exercisable at June 30, 2022 is~~ ~~3.5~~ ~~years. The aggregate intrinsic value for fully vested, exercisable warrants was $18,484~~ ~~at June 30, 2022.~~

	Number of Warrants		Weighted- Average Grant-Date Fair Value per share
Non-vested as at December 31, 2021		—	$	—
Granted		492,030		0.26
Forfeited/Cancelled		—		—
Vested		492,030		0.26
Non-vested as at September 30, 2022		—	$	—

Sales of Shares in Subsidiary

For the ~~six~~nine months ended ~~June~~September 30, 2022 there were 0no shares sold in the Company’s Subsidiary, Pharmalectin, Inc.. For the ~~six~~nine months ended ~~June~~September 30, 2021 there were 1,800,000 shares of Common Stock sold in the Company’s Subsidiary, Pharmalectin, Inc. for a total of $600,000.

NOTE 8 – STOCK OPTION PLAN AND STOCK-BASED COMPENSATION

On January 19, 2010, the Company adopted a stock option plan entitled the “2010 Stock Plan” (the “:2010 Plan”) under which the Company may grant Options to Purchase Stock, Stock Awards or Stock Appreciation Rights in an amount up to 15% of the number of issued and outstanding shares of the Company’s Common Stock, automatically adjusted on January 1 each year. Under the terms of the 2010 Stock Plan, the Board of Directors shall specify the exercise price and vesting period of each stock option on the grant date. Vesting of the options is typically immediate and the options typically expire in five years. Stock Awards may be directly issued under the Plan (without any intervening options). Stock Awards may be issued which are fully and immediately vested upon issuance.

As at January 18, 2021, the 2010 Stock Plan was depleted and retired. On January 19, 2021, the Board of Directors adopted the “2021 Stock Plan” (the “2021 Plan”) with the same terms as the 2010 Plan. As at ~~June~~September 30, 2022, 90,000 options and 700,000 shares have been awarded from the 2021 Plan.

Shares Awarded and Issued under the 2010 Plan:

On January 1, 2021 the Company granted 10,000 shares, with a fair market value of $0.24/share at the time of award, to a Medical Advisory Board Member for her contribution in the Company’s Advisory Board, for a total of $2,400.

On January 15, 2021 the Company granted 3,189,200 shares of Common Stock valued at $0.24/share, equally divided to 227,800 shares/each to fourteen of the Company’s ~~Managers,~~executives, Board- and Medical Advisory Board members, as well as to indispensable Consultants currently working on the clinical trial submissions with the FDA, for a total value of $765,408.

Shares Awarded and Issued under the 2021 Plan:

On April 1, 2021 the Company granted 10,000 shares, with a fair market value of $0.17/share at the time of award, to a Medical Advisory Board Member for her contribution in the Company’s Advisory Board, for a total of $1,700.

On April 1, 2021 the Company granted 90,000 shares with a fair market value of $0.17/share to three members of the Audit Committee as compensation for their contribution in the Audit Committee, for a total of $15,300.

On April 22, 2021 the Company granted 150,000 shares with a fair market value of $0.17/share at the time of award, to a consultant for assistance with the Company’s PR work, for a total of $25,500.

On June 15, 2021 the Company granted 450,000 shares with a fair market value of $0.001/share at the time of award, to a consultant for assistance with the Company’s PR work, for a total of $450.

~~SCHEDULE OF FAIR MARKET VALUE~~

Number of
Shares

Fair Value
per Share

Weighted Average Market
Value per Share
Shares Issued as of December 31, 2020 11,002,000 $ 0.003 – 1.49 $ 0.10
Shares Issued 3,899,200 0.001 – 0.24 0.21
Shares Issued as of June 30, 2021 15,001,200 $ 0.001 – 1.49 $ 0.13

Shares Issued as of December 31, 2021 18,706,909 $ 0.001 – 1.49 $ 0.088
Shares Issued — — —
Shares Issued as of June 30, 2022 18,706,909 $ 0.001 – 1.49 $ 0.088

~~For the six months ended June 30, 2022, the Company recorded stock-based compensation expense of $159,297~~ ~~in connection with share-based payment awards. For the six months ended June 30, 2021, the Company has not issued any shares.~~

~~Shares awarded, but~~ ~~not yet issued, under the 2021 Stock Plan:~~

On January 10, 2022 the Company granted 40,000 shares of Common Stock to four Board Members in reward of their attendance at Board and Committee meetings during the fourth quarter of 2021. The total fair market value at the time of the award was $6,400, or $0.16/share. The shares were issued on August 1, 2022

On February 18, 2022 the Company granted 100,000 shares of Common Stock to two Consultants in reward of their assistance for the product development and our clinical trials in India. The total fair market value at the time of the award was $16,000, or $0.16/share. The shares were issued on August 1, 2022

On April 1, 2022 the Company granted 10,000 shares to a Medical Advisory Board Member for her contribution to the Company during the first quarter of 2022. The total fair market value at the time of the award was $1,730, or $0.173/share. The shares were issued on August 1, 2022

On April 1, 2022 the Company granted 70,000 shares to four Board Members in reward of their attendance at Board and Committee meetings during the first quarter of 2022. The total fair market value at the time of the award was $12,110, or $0.173/share. The shares were issued on August 1, 2022.

On April 11, 2022 the Company granted 250,000 shares to three Consultants for the management of our clinical trials in India. The total fair market value at the time of the award was $43,250, or $0.173/share. The shares were issued on August 1, 2022.

On August 1, 2022 the Company issued 82,000 shares to four Board Members in reward of their attendance at Board and Committee meetings during the second quarter of 2022. The total fair market value at the time of the award was $26,240, or $0.32/share.

SCHEDULE OF FAIR MARKET VALUE

	Number of Shares		Fair Value per Share		Weighted Average Market Value per Share
Shares Issued as of December 31, 2020		11,002,000	$	0.003 – 1.49	$	0.10
Shares Issued		3,899,200		0.001 – 0.24		0.21
Shares Issued as of September 30, 2021		15,001,200	$	0.001 – 1.49	$	0.13

Shares Issued as of December 31, 2021		18,706,909	$	0.001 – 1.49	$	0.09
Shares Issued		552,000		0.16 – 0.32		0.19
Shares Issued as of September 30, 2022		19,258,909	$	0.001 – 1.49	$	0.09

For the nine months ended September 30, 2022, the Company recorded stock-based compensation expense of $106,024 in connection with the issuance of 552,000 Common share-based payment awards. For the nine months ended September 30, 2021, the Company had issued 4,698,200 shares at a stock-based compensation expense of $811,557.

Stock options granted and vested 2021 Plan:

On February 1, 2021 the Company granted 45,000 three-year options immediately vested at an exercise price of $0.20 to an Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of award was $6,750.

On May 1, 2021 the Company granted 45,000 three-year options immediately vested at an exercise price of $0.19 to a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of award was $7,650.

On August 1, 2021 the Company granted 45,000 three-year options immediately vested at an exercise price of $0.001 to a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of award was $45.

There were no stock options issued in the ~~six~~nine months ended ~~June~~September 30, 2022.

The fair value of stock options granted and revaluation of non-employee consultant options for the ~~six~~nine months ended ~~June~~September 30, 2021 was calculated with the following assumptions, there were no options issued for the ~~six~~nine months ended ~~June~~September 30, 2022:

SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS

	~~June~~September 30, ~~2022~~2021
Risk-free interest rate		0.17 – 0.35 %	%
Expected dividend yield		0	%
Volatility factor (monthly)		161.18	%
Expected life of options		3 years

There were no options issued in the nine months ended September 30, 2022, although 96,000 options were cancelled by expiration and returned to the stock plan. For the ~~six~~nine months ended ~~June 30, 2022 there were no stock options awarded. However,~~ ~~48,000~~ ~~were forfeited through expiration. For the six months ended June~~September 30, 2021, the Company recorded compensation expense of $~~14,400~~14,445 in connection with awarded stock options.

As at ~~June~~September 30, 2022, there was no unrecognized compensation expense related to non-vested stock option awards.

The following table summarizes the Company’s stock option activity for the ~~six~~nine months ended ~~June~~September 30, 2022, and 2021:

SCHEDULE OF STOCK OPTIONS ACTIVITY

	Number of Options		Exercise Price per Share		Weighted Average Exercise Price per Share		Number of Options			Exercise Price per Share		Weighted Average Exercise Price per Share
Outstanding as of December 31, 2020		533,000		$ 0.001 - 1.21	$	0.71		533,000		$	0.001 - 1.21	$	0.71
Granted		90,000		0.19 - 0.20		0.20		135,000			0.001 - 0.20		0.20
Exercised		—		—		—		—			—		—
Options forfeited/cancelled		—		—		—		—			—		—
Outstanding as of June 30, 2021		623,000		$ 0.001 - 1.21	$	0.59
Outstanding as of September 30, 2021								668,000		$	0.001 - 1.21	$	0.59

Outstanding as of December 31, 2021		668,000		$ 0.001 - 1.21	$	0.55		668,000		$	0.001 - 1.21	$	0.55
Granted		—		—		—		—			—		—
Exercised		—		—		—		—			—		—
Options forfeited/cancelled		48,000		1.09 – 1.21		1.20		(96,000	)		1.09 – 1.21		0.92
Outstanding as of June 30, 2022		620,000		$ 0.001 - 1.10	$	0.50
Outstanding as of September 30, 2022								572,000		$	0.001 – 0.95	$	0.45

The following table summarizes information about stock options that are vested or expected to vest at ~~June~~September 30, 2022. The market price was $0.32 as at ~~June~~September 30, 2022:

SCHEDULE OF STOCK OPTION VESTED

				Options Outstanding								Exercisable Options									Options Outstanding								Exercisable Options
Exercise Price	Exercise Price	Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value		Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value		Exercise Price	Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value		Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
$	0.001		90,000	$	0.001		1.45	$	28,710		90,000	$	0.001		1.45	$	28,710	0.001		90,000	$	0.001		1.21	$	62,280		90,000	$	0.001		1.21	$	62,280
	0.05		3,000		0.05		1.25		810		3,000		0.05		1.25		810	0.05		3,000		0.05		1.00		1,931		3,000		0.05		1.00		1,931
	0.15		90,000		0.15		0.83		15,300		90,000		0.15		0.83		15,300	0.15		90,000		0.15		0.58		48,510		90,000		0.15		0.58		48,510
	0.18		45,000		0.18		1.33		6,300		45,000		0.18		1.33		6,300	0.18		45,000		0.18		1.08		23,265		45,000		0.18		1.08		23,265
	0.19		45,000		0.19		2.83		5,850		45,000		0.19		2.83		5,850	0.19		45,000		0.19		1.58		22,770		45,000		0.19		1.58		22,770
	0.20		48,000		0.20		1.54		5,760		48,000		0.20		1.54		5,760	0.20		48,000		0.20		1.30		23,670		48,000		0.20		1.30		23,670
	0.31		3,000		0.31		0.50		30		3,000		0.31		0.50		30	0.31		3,000		0.31		0.25		1,139		3,000		0.31		0.25		1,139
	0.32		3,000		0.32		0.75		—		3,000		0.32		0.75		—	0.32		3,000		0.32		0.50		1,106		3,000		0.32		0.50		1,106
	0.61		45,000		0.61		0.25		—		45,000		0.61		0.25		—	0.61		45,000		0.61		0.08		3,960		45,000		0.61		0.08		3,960
	0.73		3,000		0.73		0.33		—		3,000		0.73		0.33		—	0.95		200,000		0.95		1.51		—		200,000		0.95		1.51		—
	0.95		200,000		0.95		0.20		—		200,000		0.95		0.20		—
	1.10		45,000		1.10		0.08		—		45,000		1.10		0.08		—
	$ 0.001-1.10		620,000	$	0.50		0.79	$	62,760		620,000	$	0.50		0.79	$	62,760
$																		0.001-0.95		572,000	$	0.45		1.14	$	188,630		572,000	$	0.45		1.14	$	188,630

There were no granted options granted, nor issued, between ~~June 30, 2022 and~~ December 31, ~~2021.~~2021 and September 30, 2022.

The weighted-average remaining estimated life for options exercisable at ~~June~~September 30, 2022 is ~~0.79~~1.14 years.

The aggregate intrinsic value for fully vested, exercisable options was $~~62,760~~188,630 at ~~June~~September 30, 2022. The actual tax benefit realized from stock option exercises for the ~~three~~nine months ended at ~~June~~September 30, 2022 and 2021 was $0as no options were exercised.

As at ~~June~~September 30, 2022 the Company has ~~18,879,292~~18,375,292 options or stock awards available for grant under the 2021 Plan.

NOTE 9 – NON-CONTROLLING INTEREST

SCHEDULE OF NON CONTROLLING INTEREST

	June 30, 2022			December 31, 2021			September 30, 2022			December 31, 2021
Net loss Subsidiary		(265,560	)		(2,089,253	)		(601,392	)		(2,089,253	)
Net loss attributable to the non-controlling interest		62,807			496,297			142,314			496,297
Net loss affecting Bioxytran		(202,753	)		(1,592,956	)		(459,078	)		(1,592,956	)

Accumulated losses		(3,045,565	)		(2,777,135	)		(3,349,844	)		(2,777,135	)
Accumulated losses attributable to the non-controlling interest		621,014			558,206			700,521			558,206
Accumulated losses affecting Bioxytran		(2,424,551	)		(2,218,929	)		(2,649,323	)		(2,218,929	)

Net deficit non-controlling interest		(460,063	)		(397,256	)
Net equity non-controlling interest								(539,570	)		(397,256	)

As at ~~June~~September 30, 2022 and at December 31, 2021 there are 30,000,000 issued and 19,650,000 outstanding shares; 15,000,000 Common shares (~~76%~~76%) are held by Bioxytran and 4,650,000 Common shares are held by an affiliate. Further, an additional 4,500,000 options exercisable at $0.33 are held by an affiliate. The option agreements include provisions for dilutive issuance and cash-less exercise. If exercised at ~~June~~September 30, 2022 the provisions would have resulted in an issuance of ~~11,423,077~~16,782,189 shares at an average ~~conversion-price~~conversion price of $~~0.13~~0.08849, or ~~10,347,000~~15,594,189 shares in a cash-less exercise.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Employment contracts

The Company’s ~~executive officers~~three Officers have entered employment contracts and confidentiality, non-disclosure and assignment of invention agreements. The employment agreements provide for the payment of $100,000 in severance upon termination of employment without cause and make no provisions for any payment upon a change of control.

Litigation

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Legal fees for such matters are expensed as incurred and we accrue for adverse outcomes as they become probable and estimable.

NOTE 11 – SUBSEQUENT EVENTS

The Company has evaluated events from ~~June~~September 30, 2022 through the date the financial statements were issued. and did not, other than what is disclosed in the below, identify any further subsequent events requiring disclosure.

~~General and Administrative Expenses~~

~~Forfeited salaries and benefits~~

~~On August 1, 2022 the Company’s Management forfeited the majority of its accrued salaries and benefits for a total value of $1,273,000~~.

Stockholder’s Equity

~~Conversion of Notes into Common Stock~~

~~In August, 2022 the principal of $25,000~~ ~~and accrued interest of $792~~ ~~was converted into~~ ~~103,168~~ ~~shares of Common Stock from a 2022 Notes holder~~.

Shares awarded, but not yet issued, under the 2021 Stock Plan:

On ~~July 1,~~October 28, 2022 the Company granted 2,000 shares to a ~~Medical~~Scientific Advisory Board Member for his contribution to the Company during the second quarter of 2022. The total fair market value at the time of the award was $~~640~~812, or $~~0.32~~0.406/share.

On ~~July 1,~~October 28, 2022 the Company granted 80,000 shares to four Board Members in reward of their attendance at Board and Committee meetings during the second quarter of 2022. The total fair market value at the time of the award was $~~25,600~~32,480, or $~~0.32~~0.406/share.

~~Shares issued, but earlier awarded, under the 2021 Stock Plan:~~

~~On August 3, 2022 the Company issued~~ ~~352,000~~ shares, already accounted for as un-issued share liability, to consultants and to members of the Scientific and Medical Advisory Board Members awarded by the Company during 2022. The total fair market value at the time of the award was $~~85,920, or an average price of $0.24/share.~~

~~On August 3, 2022 the Company issued~~ ~~200,000~~ ~~shares, already accounted for as un-issued share liability, to four Board Members awarded by the Company during 2022. The total fair market value at the time of the award was $45,840, or an average price of $0.23/share.~~

~~Warrants issued:~~

~~On July 7, 2022 in connection with an analyst agreement dated April 9, 2022, the Company issued~~ ~~200,000~~5~~-year warrants exercisable at $0.25/share, with a fair value of $0.30/share, based on Black and Scholes Option Pricing Model, for a total of $60,600~~. ~~The warrant agreement includes provisions for cash-less exercise.~~

Stock options ~~forfeited~~cancelled under the 2021 Stock Plan:

On ~~August 1,~~October 31, 2022, 45,000 options ~~for a total value of $39,731~~were ~~forfeited through~~cancelled by expiration and ~~return~~returned to the stock plan.

1517

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is based on, and should be read in conjunction with, the audited financial statements and the notes thereto for the two years ended December 31, 2021 included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 11, 2022. This discussion contains forward-looking statements. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report on Form 10-Q.

OVERVIEW

We do not currently have sufficient capital resources to fund operations. To stay in business and to continue the development of our products, we will need to raise additional capital through public or private sales of our securities, debt financing or short-term bank loans, or a combination of the foregoing. We believe that if we can raise ~~$3,700,000,~~$5,300,000, we will have sufficient working capital to repay the outstanding convertible notes and develop our business over the next approximately 15 months. At funding raised that is less than ~~$3,700,000,~~$5,300,000, we can likely repay the ~~thirty-eight~~four convertible notes and continue to develop our business over the same 15-month period, but funding at that level will delay the development of our technology and business.

Bioxytran, Inc. is headquartered in Newton, Massachusetts. The Company’s initial product pipeline is focused on developing and commercializing therapeutic molecules for stroke. BXT-25 will be designed to be an injectable anti-necrosis drug specifically designed to treat a person immediately after that person suffers an ischemic stroke. The drug is designed to be injected intravenously to travel to the lungs to pick up oxygen molecules to carry to the brain. Like a red blood cell, the drug will cross the blood brain barrier, which is a protective semi-permeable membrane allowing some material to cross but preventing others from crossing. BXT-25 will be designed to diffuse oxygen into the brain tissues. We expect the BXT-25 molecule to be 5,000 times smaller than a red blood cell.

Our Subsidiary is continuing our clinical trials with a candidate named, ProLectin a complex polysaccharide derived from ~~natural sources,~~galactomannan and pectin respectively, that binds to, and blocks the activity of galectin-1 and ~~-3.~~-3, a type of galectin. Galectins are a member of a family of proteins in the body called lectins. These proteins interact with carbohydrate sugars located in, on the surface of, and in between cells. This interaction causes the cells to change ~~behaviour,~~behavior, including cell movement, multiplication, and other cellular functions. The interactions between lectins and their target carbohydrate sugars occur via a carbohydrate recognition domain, or CRD, within the lectin. Galectins are a subfamily of lectins that have a CRD that bind specifically to ß-galactoside proteins. Galectins have a broad range of functions, including regulation of cell survival and adhesion, promotion of cell-to-cell interactions, growth of blood vessels, regulation of the immune response and inflammation. During viral infections galectins are upregulated and downregulated based on the type of virus.

ProLectin-M’s clinical data shows non-toxicity and efficacy for treatment of mild to moderate COVID-19. The results of the trial are described in our three peer-reviewed articles “Galectin antagonist use in mild cases of SARS-CoV-2; pilot feasibility randomised, open label, controlled trial”, published in Journal of Vaccines & Vaccination on December 30, 2020, “Carbohydrate ProLectin-M, a Galectin-3 Antagonist, Blocks SARS-CoV-2 Activity” published in the International Journal of Health Sciences on July 31, 2022 and “PLG-007 and Its Active Component Galactomannan-α Competitively Inhibit Enzymes That Hydrolyze Glucose Polymers” published in the International Journal of Molecular Science on July 13, 2022. A next peer-reviewed article describing the data from our latest, more extensive, human study is planned for publication in November 2022.

The Company is currently working on a Phase II/III clinical trial with the ~~CDSCO~~CDCSO in India, and is ~~preparing~~finalizing its IND application for a Phase II/III clinical trial with the ~~FDA.~~FDA, soon to be followed by a Phase III submission with the EMEA. The clinical trials are expected to take place in ~~August~~November, 2022 through ~~September, 2022.~~January, 2023. Further, the Company is also preparing an ~~CDSCO submission~~IND for a second set of drug ~~candidate,~~candidates; ProLectin-I and ProLectin-F with similar galectin blocking capabilities as the oral drug, ProLectin-M, but ~~IV-injectable~~IV-injectable. ProLectin-I is developed for ~~pulmonary~~treatment of hospitalized COVID-19 conditions and Long COVID while ProLectin-F is developed for treatment of Pulmonary fibrosis. The initial Phase I/II clinical ~~trial~~trials for ProLectin-I isand ProLectin-F are planned for ~~August~~November, 2022 through ~~October,~~February, 2023. After having completed preliminary research, the Company have qualified, and finalized the development of molecules against, two additional viruses expressing close similarities to the lectin-binding process in SARS-CoV-2. The in-vitro studies are planned to take place in November, 2022. ~~The described clinical trials are subject to additional funding.~~

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited resources and operating history. As described in Note 6 of the financial statements, the Company has currently thirty-eight (38) convertible loans outstanding at a total face value of $3,632,000. As shown in the accompanying unaudited condensed consolidated financial statements, the Company had an accumulated deficit of $10,288,287 as at June 30, 2022. The accumulated deficit as at December 31, 2021 was $8,753,668.

The future of the Company is dependent upon its ability to obtain financing to develop its new business opportunities and support the cost of the drug development including clinical trials and regulatory submission to the FDA.

Management plans to seek additional capital through ~~private placements and public offerings~~the issuance of its ~~Common Stock.~~debt and/or equity securities. There can be no assurance that the Company will be successful in accomplishing its objectives. Without such additional capital or the establishment of strategic relationships with established pharmaceutical companies, the Company may be required to cease operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue operations.

~~COVID-19~~

~~Potential Impact~~The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited resources and operating history. As described in Note 6 of the ~~Covid-19 Pandemic~~financial statements, the Company has currently 4 convertible loans outstanding at a total face value of $2,165,000. As shown in the accompanying unaudited condensed consolidated financial statements, the Company had an accumulated deficit of $10,323,326 as at September 30, 2022. The accumulated deficit as at December ~~2019, a strain of novel coronavirus (now Commonly known as Covid-19)~~31, 2021 was reported to have surfaced in Wuhan, China. Covid-19 thereafter spread rapidly throughout many countries, and, on March 12, 2020, the World Health Organization declared Covid-19 to be a pandemic. In an effort to contain and mitigate the spread of Covid-19, many countries, including the United States, Canada and China, imposed unprecedented restrictions on travel, and there were business closures and a substantial reduction in economic activity in countries with significant outbreaks of Covid-19. Covid-19 may have a future material impact on our results of operation with respect to product development and clinical trials. However, significant uncertainty remains as to the potential long-term impact of the Covid-19 pandemic on our operations, and on the global economy as a whole. It is currently not possible to predict how long the pandemic will last or the time that it will take for economic activity to return to prior levels. We do not yet know the full extent of any impact on our business or our operations, however, we will continue to monitor the Covid-19 situation closely, and we intend to follow health and safety guidelines as they evolve.

$8,753,668.

RESULTS OF OPERATIONS FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2022

We are a clinical stage company. Historically, Bioxytran was engaged in formation, fund raising and identifying and consulting with the scientific community regarding the development, formulation and testing of its ~~products as~~products. As of the fourth quarter of 2021 the Company has engaged in research and development activities through its Subsidiary, Pharmalectin, Inc., developing the ProLectin-Rx.

Research and Development

	Three months ended					Six months ended				Three months ended				Nine months ended
	June 30, 2022			June 30, 2021		June 30, 2022		June 30, 2021		September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Research and development:
Process development	$	—		$	166,800	$	—	$	339,000	$	—	$	—	$	—	$	339,000
Product development		40,834			109,000		99,723		221,600		25,000		84,143		124,723		305,742
Regulatory		(15,000	)		39,956		33,850		59,189		76,222		57,634		223,505		116,824
Clinical trials		70,692			274,715		147,283		308,715		353,650		—		387,500		308,715
Project management		(53,385	)		128,181		2,410		137,181		21,000		40,185		23,410		177,366
Total research and development	$	43,141		$	718,652	$	283,266	$	1,065,685	$	475,872	$	181,962	$	759,138	$	1,247,647

During the three months ended ~~June~~September 30, 2022, the Company recorded ~~$43,141~~$475,872 in R&D expenses. During the three months ended September 30, 2021, the Company recorded $181,962. The significant difference is due to a lack of funding. During the nine months ended September 30, 2022, the Company recorded $759,138 in R&D expenses after a receiving a $300,000 refund from a Contract Research Organization (CRO). During the three months ended June 30, 2021, the Company recorded $718,652. The significant difference is due to a lack of funding as we’re waiting for OTC to approve our up-listing to OTCQB. During the six months ended June 30, 2022, the Company recorded $283,266 in R&D expenses. The expenses for the ~~six~~nine months ended ~~June~~September 30, 2021 ~~was $1,065,685.~~were $1,247,647.

General and Administrative

Three months ended Six months ended
June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021
General and administrative expenses:
Payroll and related expenses $ 339,995 $ 629,787 $ 717,110 $ 688,260
Costs for legal, accounting and other professional services 25,995 42,665 48,320 7,402
Sales and marketing expense 31,500 — 148,700 3,500
Miscellaneous expenses 49,870 (399,838 ) 89,811 140,772
Total general and administrative $ 447,360 $ 272,614 $ 1,003,941 $ 839,934

	Three months ended					Nine months ended
	September 30, 2022			September 30, 2021		September 30, 2022			September 30, 2021
General and administrative expenses:
Payroll and related expenses	$	(724,838	)	$	270,101	$	(7,728	)	$	827,110
Costs for legal, accounting and other professional services		56,863			2,138		105,182			80,522
Marketing expense		53,000			—		201,700			3,500
Miscellaneous expenses		51,371			92,198		141,182			293,239
Total general and administrative	$	(563,604	)	$	364,437	$	440,336		$	1,204,371

The significant ~~increase~~negative cost in Payroll and related expenses for the three and ~~six~~nine months ended ~~June~~September 30, ~~2021~~2022 were due to our Officers forfeiture of the ~~retro-active payroll~~majority of its accrued salaries and benefits for ~~the first quarter~~a total value of ~~2021 applied in the second quarter in 2021.~~$1,273,000 on August 1, 2022.

The Costs for legal, accounting and other professional services for the three and ~~six~~nine months ended ~~June~~September 30, 2022 ~~increased~~were $56,863 and $105,182, respectively, and for the same periods in 2021 the costs were $2,138 and $80,522, respectively. The decrease was due to legal expenses due to a ~~refund of consulting fees~~litigation in the first quarter of 2021.

Sales and marketing expense for the three and ~~six~~nine months ended ~~June~~September 30, 2022 were ~~$31,500~~$53,000 and ~~$148,700~~$201,700 respectively, as compared to $3,500 for the ~~six~~nine months ended ~~June~~September 30, 2021. The increase costs were incurred by costs associated inwith returning the Company to being quoted on OTC Markets.

Miscellaneous G&A expenses during the three and ~~six~~nine months ended ~~June~~September 30, 2022 was ~~$49,870~~$51,371 and ~~$89,811,~~$141,182, respectively. During the three and ~~six~~nine months ended ~~June~~September 30, 2021 was ~~negative $399,838~~$92,198 and $140,772. During the first quarter in 2021 the Company recorded a $420,750 summary judgement as a result of a defaulted note, the claim was abandoned in the second quarter of 2021 after the defaulted notes were returned to the Company in form of a debt-restructure.$293,239.

Stock-based Compensation

	Three months ended					Six months ended				Three months ended				Nine months ended
	June 30, 2022			June 30, 2021		June 30, 2022		June 30, 2021		September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Compensation expense to BoD and Management	$	49,840		$	15,750	$	56,240	$	343,782
Compensation expense to BoD and Officers										$	25,600	$	45	$	82,740	$	343,727
Compensation expense to consultants		(3,117	)		35,300		12,883		481,826		640		699		59,890		482,725
Correction for stock options											47,267		—		—		—
Total compensation expense	$	46,723		$	51,050	$	69,123	$	825,608	$	73,507	$	844	$	142,630	$	826,452

Stock-based compensation amounted to ~~$46,723~~73,507 for the three months ended ~~June,~~September, 2022 including a ~~forfeiture of 48,000~~ stock options ~~valued at $47,267.~~correction of $47,267 and for the nine months ended September 30, 2022, $142,630. The stock-based compensation for the three months ended ~~June~~September 30, 2021 was ~~$51,050.~~$844. Stock-based compensation amounted to ~~$69,123~~$826,452 for the ~~six~~nine months ended ~~June, 2022. The stock-based compensation for~~September, 2021, where the ~~six months ended June 30, 2021 was $825,608 in connection with~~majority of the issuance came from liquidation of the 2010 ~~Plan.~~Plan in the first quarter of 2021.

Other expenses

	Three months ended				Six months ended				Three months ended				Nine months ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021		September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Other (expenses):
Interest expense		54,480		84,217		106,515		171,627		44,281		32,475		150,796		204,102
Debt discount amortization		41,425		17,103		90,509		17,103		30,860		29,964		121,369		47,067
Amortization of warrants		—		—		42,250		—		141,322		—		183,572		—
Amortization of IP		911		—		1,822		—		911		—		2,733		—
Total other income (expenses)	$	96,816	$	101,320	$	241,096	$	188,730	$	217,374	$	62,439	$	458,470	$	251,169

During the three months ended ~~June~~September 30, 2022, the Company recorded ~~$41,425~~$30,860 in amortization of debt discount and the interest expensewas ~~$54,480,~~$44,281, $911 was amortized from the Company’s ~~IP.~~IP and $141,322 in amortization of warrants. During the three months ended ~~June~~September 30, 2021, the Company recorded ~~$17,103~~$29,964 in amortization of debt discount while the interest expense was ~~$84,217.~~$32,475.

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company amortized ~~$1,822~~$2,733 from the Company’s IP, ~~and $90,509~~$121,369 in amortization of debt discount and $183,572 in amortization of warrants, as compared to, $17,103 of debt discount amortization of for the ~~six~~nine months ended ~~June~~September 30, 2021. The interest for the ~~six~~nine months ended ~~June~~September 30, 2022 for the convertible notes amounted to ~~$106,515,~~$150,796, as compared to ~~$171,627~~$204,102 for the ~~six~~nine months ended ~~June~~September 30, 2021.

Non-Controlling Interest

Three months ended Six months ended
June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021
Net loss attributable to the non-controlling interest $ 11,691 $ 246,935 $ 62,807 $ 401,549

	Three months ended				Nine months ended
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
Net loss attributable to the non-controlling interest	$	79,507	$	134,530	$	142,314	$	536,079

For the three months ended ~~June~~September 30, 2022 and 2021 there was a non-controlling interest attribution of ~~$11,691~~$79,506 and ~~246,935~~134,530 respectively. For the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 there was a non-controlling interest attribution of ~~$62,807~~$142,314 and ~~$401,549~~$536,079 respectively. The significant difference is due to a significant reduction in the R&D activities in the current year due to lack of capital.

1820

	# of shares		# of options *		June 30, 2022		December 31, 2021		# of shares		# of options *		September 30, 2022		December 31, 2021
Minority owners cash investment		4,650,000			$	160,485	$	160,485		4,650,000			$	160,485	$	160,485
Bioxytran non-dilutive equity		15,000,000				1,500		1,500		15,000,000				1,500		1,500
Issued stock options @ $0.33				4,500,000		450		450				4,500,000		450		450
Total outstanding		19,650,000		4,500,000	$	162,435	$	162,435		19,650,000		4,500,000	$	162,435	$	162,435

As at ~~March 31, 2022 and at December 31,~~September 30, 2022 there are 30,000,000 issued and 19,650,000 outstanding shares; 15,000,000 Common shares (76%) are held by Bioxytran and 4,650,000 Common shares are held by an affiliate. Further, an additional 4,500,000 options to purchase Common shares exercisable at $0.33 are held by an affiliate.

The option agreements are held by an affiliate and include provisions for dilutive issuance and cash-less exercise. If exercised at ~~June~~September 30, 2022 the provisions would ~~result~~have resulted in an issuance of ~~11,423,077~~16,782,189 shares at an average ~~conversion-price~~conversion price of ~~$0.13.~~$0.08849, or 15,594,189 shares in a cash-less exercise. The beneficial ownership of the affiliate includes ~~the Company’s management.~~our Officers.

Net Loss

	Three months ended						Six months ended						Three months ended						Nine months ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021			September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Net loss attributable to Bioxytran	$	(622,349	)	$	(896,701	)	$	(1,534,619	)	$	(2,518,408	)	$	(123,149	)	$	(475,152	)	$	(1,569,658	)	$	(2,993,560	)

Loss per Common share, basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.03	)

Weighted average number of Common shares outstanding, basic		110,840,998			103,371,579			110,840,998			101,753,891			116,393,899			109,871,998			112,712,305			104,989,663

The Company generated a net loss for the three months ended ~~June~~September 30, 2022 of ~~$622,349.~~$123,149. In comparison, for the three months ended ~~June~~September 30, 2021, the Company generated a net loss of ~~$896,701.~~$475,152. The Company generated a net loss for the ~~six~~nine months ended ~~June~~September 30, 2022 of ~~$1,534,619.~~$1,569,658. In comparison, for the ~~six~~nine months ended ~~June~~September 30, 2021, the Company generated a net loss of ~~$2,518,408.~~$2,993,560. The significant difference is due to a significant reduction in the R&D activities in the current year due to lack of ~~capital.~~capital and to our Officers forfeiture of the majority of its accrued salaries and benefits for a total value of $1,273,000 on August 1, 2022.

CASH-FLOWS

	Six months ended						Nine months ended
	June 30, 2022			June 30, 2021			September 30, 2022			September 30, 2021
Net cash used in operating activities	$	(930,203	)	$	(1,409,691	)	$	(1,648,977	)	$	(1,553,740	)

Net cash used in investing activities		(22,438	)		(8,954	)		(30,151	)		(8,954	)

Net cash provided by financing activities		1,380,960			1,765,000			1,980,960			1,765,000

Cash, beginning of period		72,358			41,688			72,358			41,688
Cash, end of period		500,677			388,043			374,190			243,994
Net increase in cash	$	428,319		$	346,355		$	301,832		$	202,306

	Net cash used in operating activities was ~~$930,203~~$1,648,977 and ~~$1,409,691~~$1,553,740 for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively. ~~The decrease was due to a reduction of the research and development activities due to lack of funding.~~

	During the ~~six~~nine months ended ~~June~~September 30, 2022 the Company is engaged in the process of filing a ~~patent,~~number of patents, and ~~$22,438~~$30,151 was spent in legal fees. In the ~~six~~nine months ended ~~June~~September 30, 2021 the amount was $8,954.

	Cash flows from financing activities were ~~$1,380,960~~$1,980,960 and $1,765,000 for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively.

	The available cash was ~~$500,677~~$374,190 and ~~$388,043~~$243,994 in the end of the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, respectively.

1921

LIQUIDITY AND CAPITAL RESOURCES

Current Assets

	June 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Current assets:
Cash	$	500,677	$	72,358	$	374,190	$	72,358
Total current assets	$	500,677	$	72,358	$	374,190	$	72,358

As of ~~June~~September 30, 2022, our current assets consisted of ~~$500,677~~$374,190 in ~~cash at~~cash. At December 31, 2021 we had $72,358 in cash.

Current Liabilities

	June 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Current liabilities:
Accounts payable and accrued expenses	$	556,835	$	624,316	$	341,511	$	624,316
Accounts payable related party		1,062,000		531,000		461,727		531,000
Un-issued shares liability		60,150		—		900		—
Un-issued shares liability related party		56,240		—		36,000		—
Convertible notes payable, net of discount		3,593,650		2,122,181		2,157,510		2,122,181
Total current liabilities		5,328,875		3,277,497		2,997,648		3,277,497

At ~~June~~September 30, 2022 we had total liabilities of ~~$5,328,875,~~$2,997,648, which consisted of ~~$1,618,835~~$803,237 in accounts payable and accrued expenses (of which ~~$1,062,000~~$461,727 was payable to related parties), ~~$116,390~~$36,900 in un-issued shares of Common Stock (of which ~~$56,240~~$36,000 was payable to related parties), and ~~$3,593,650~~$2,157,510 in ~~thirty-eight~~four convertible loans. At December 31, 2021 total liabilities were $3,277,497, consisting of $1,155,316 in accounts payable and accrued expenses (of which $531,000 was payable to related parties), and $2,122,181 in the form of four convertible loans net of discount. More details on the account payables can be found under Note 5 in the Financial statements.

Net Working Capital and Accumulated Deficit

	June 30, 2022			December 31, 2021			September 30, 2022			December 31, 2021
Net working capital	$	(4,828,198	)	$	(3,205,139	)	$	(2,623,458	)	$	(3,205,139	)

Accumulated deficit	$	(10,288,287	)	$	(8,753,669	)	$	(10,323,326	)	$	(8,753,669	)

At ~~June~~September 30, 2022, the net working capital was negative ~~$4,828,198~~$2,623,458 and the accumulated deficit of ~~$10,288,287.~~$10,323,326. Comparatively, on December 31, 2021, we had net working capital of negative $3,205,139 and an accumulated deficit of $8,753,669. The improvement in net working capital is a result of the conversion of the 2022 convertible notes. We believe that we must raise not less than ~~$3,700,000~~$5,300,000 to be able to continue our business operations for the next 15 months.

Cash Proceeds from Financing Activities

	Six months ended				Nine months ended
	June 30, 2022		June 30, 2021		September 30, 2022		September 30, 2021
Cash proceeds from financing activities
Proceeds from Subsidiary stock transactions	$	—	$	600,000	$	—	$	600,000
Proceeds from sales of common stock						600,000
Proceeds from issuance of convertible notes payable		1,380,460		1,165,000		1,380,460		1,165,000
Net cash provided by financing activities	$	1,380,460	$	1,765,000	$	1,980,460	$	1,765,000

During the ~~six~~nine months ending ~~June~~September 30, 2022, the Company had raised $1,467,000 through the issuance of 8-month convertible notes at 6% interest, with net cash proceeds of ~~$1,380,460.~~$1,380,460 and $600,000 from the issuance of Common Stock. During the ~~six~~nine months ending ~~June~~September 30, ~~2022,~~2021, the Company had raised $600,000 in cash proceeds from the issuance of Common Stock in our Subsidiary and $1,165,000 cash generating 1-year convertible notes at 6% interest, extended through October 31, 2022, with net cash proceeds of $1,045,150. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of ~~September~~December 2022.

2022

Upcoming Financing Activities

Title of each class of security being registered	Amount to be registered		Proposed offering price		Proposed aggregate offering price		Amount to be registered		Proposed offering price		Proposed aggregate offering price
Common Stock, $0.001 par value (1)		5,300,000		$ tbd	$	4,823,000		5,300,000	$	tbd	$	4,823,000
Common Stock, $0.001 par value (2)		17,653,077	$	0.13		2,294,000		17,653,077	$	0.13		2,294,000
Total		22,953,077			$	7,594,900		22,953,077			$	7,594,900

(1)	On April 12, 2022 the Company filed an S-1. In connection with the public offering, we have agreed to pay WallachBeth Capital LLC, the dealer-manager for the offering, 9.0% of the gross proceeds of this offering in cash and Warrants to acquire 5.0% of the shares of Common Stock sold in the offering, exercisable at 110% of the subscription price, and to also reimburse WallachBeth Capital LLC for its reasonable expenses incurred in connection with the offering.
	The S-1 is not yet effective.
(2)	On July 26, 2021 the Company issued a selling shareholder prospectus for up to 17,653,077 shares through conversion of outstanding convertible notes at $0.13/share for a total of $2,165,000 plus accrued interest.

There can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.

Commitments

We have no current commitment from our ~~officers~~Officers and directors or any of our shareholders, to supplement our operations or provide us with financing in the future. If we are unable to raise additional capital from conventional sources and/or additional sales of stock in the future, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to obtain financing could have a substantial adverse effect on our business and financial results. In the future, we may be required to seek additional capital by selling debt or equity securities, selling assets, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.

Contractual Obligations

	June 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Interest on notes payable	$	122,300	$	85,685	$	113,210	$	85,685
Convertible notes payable		3,632,000		2,165,000		2,165,000		2,165,000
Total	$	3,734,300	$	2,250,685	$	2,278,210	$	2,250,685

As at ~~June~~September 30, 2022, our contractual obligations include ~~two sets of thirty-eight~~four convertible notes, for a total of ~~$3,632,000~~$2,165,000 and of accrued interest for these notes mounting to ~~$122,300,~~$113,210, as at December 31, 2021 there were four convertible notes, for a total of $2,165,000 and of accrued interest for these notes mounting to $85,685.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.

2123

CRITICAL ACCOUNTING POLICIES

In presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant ~~unfavourable~~unfavorable change to current conditions, it could result in a material adverse impact to our results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented below are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results. However, the majority of our businesses operate in environments where we pay a fee for a service performed, and therefore the results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex.

Stock Based Compensation

The Company has share-based compensation plans under which non-employees, consultants and suppliers may be granted restricted stock, as well as options to purchase shares of Company Common Stock at the fair market value at the time of grant. Stock-based compensation cost is measured by the Company at the grant date, based on the fair value of the award over the requisite service period.

The Company applies ASC 718 for options, Common Stock and other equity-based grants to its employees and directors. ASC 718 requires measurement of all employee equity-based payment awards using a fair-value method and recording of such expense in the consolidated financial statements over the requisite service period. The fair value concepts have not changed significantly in ASC 718; however, in adopting this standard, companies must choose among alternative valuation models and amortization assumptions. After assessing alternative valuation models and amortization assumptions, the Company will continue using both the Black-Scholes valuation model and straight-line amortization of compensation expense over the requisite service period for each separately vesting portion of the grant.

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of AASU 2020-06 did not have an impact on the Company’s financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 3 is not applicable to us because we are a smaller reporting company.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer (principal executive ~~officer)~~Officer) and Chief Financial Officer (principal financial ~~officer)~~Officer) reviewed the effectiveness of our disclosure controls and procedures as at the end of the period covered by this report and concluded that as at ~~June~~September 30, 2022, (i) the Company’s disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including its ~~principal executive~~Chief Executive Officer and ~~principal financial officers,~~Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation, our ~~principal executive officer~~Chief Executive Officer and ~~principal financial officer~~our Chief Financial Officer concluded as at the evaluation date that our disclosure controls and procedures were not effective due primarily to a material weakness in the segregation of duties in the Company’s internal controls.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of ~~June~~September 30, 2022. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As disclosed in our previous filings, there are material weaknesses in the Company’s internal control over financial reporting due to the fact that the Company does not have an adequate process established to ensure appropriate levels of review of accounting and financial reporting matters, which resulted in our closing process not identifying all required adjustments and disclosures in a timely fashion. The Company’s CEO/CFO has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.

Although the Company has hired a consultant to assist with SEC reporting and accounting matters, we expect that the Company will need to hire accounting personnel with the requisite knowledge to improve the levels of review of accounting and financial reporting matters. The Company may experience delays in doing so and any such additional employees would require time and training to learn the Company’s business and operating processes and procedures. For the near-term future, until such personnel are in place, this will continue to constitute a material weakness in the Company’s internal control over financial reporting that could result in material misstatements in the Company’s financial statements not being prevented or detected.

Because of the above material weakness, management has concluded that we did not maintain effective internal control over financial reporting as at ~~June~~September 30, 2022, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.

Changes in Internal Controls Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the ~~six~~nine months ended ~~June~~September 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

The Company’s management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

2325

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company may become involved in certain legal proceedings and claims which arise in the normal course of business.

On June 5, 2020 the Supreme Court of the State of New York, County of Nassau, issued a commencement of Action based on behalf of Power Up Lending Group, Ltd (“Power Up” or the “Claimant”). The Claimant request that due to the default of their note requesting a judgment for an amount of not less than $420,750. Among other claims Power Up asserts that the Company ~~wilfully~~willfully failed to maintain the trading status, and manipulated its stock in its efforts to defraud the public and its investors by making false press statements and the like. The Company is denying any wrong-doing. On January 20, 2021 the Supreme Court of the State of New York, County of Nassau, granted Power Up a summary judgement against the Company for Breach of Contact, awarding Power Up damages in the amount of $420,750.

The underlying convertible note was, per agreement of the parties, cancelled on May 26, 2021, with Power Up agreeing to a stipulation of discontinuance with prejudice of the law-suite and forfeiture of the mentioned awarded damages.

Item 1A. Risk Factors

The Company is a smaller reporting company and is not required to provide this information.

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

There were no sales of equity securities sold during the period covered by this Report that were not previously included in a Current Report on Form 8-K.

The Company claims an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) for the private placement of these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.

Item 3. Defaults Upon Senior Securities

There are currently no defaults upon Senior Securities.

However, on April 16, 2020, SEC ordered, pursuant to Section 12(k) of the Securities Exchange Act of 1934, that trading of BIXT is suspended for the period April 16 through April 29, 2020. As a result of the SEC ordered suspension the Company’s ten outstanding Convertible Notes went into default.

At May 26, 2021, the ten outstanding notes in default were returned to the Company in exchange for a 1-year 6% note with a principal of $1,000,000 by a Company affiliate. The net gain on the forgiveness, $1,020,323, was recorded as additional paid-in capital. The underlying convertible notes was, per agreement of the parties, cancelled on June 4, 2021.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

On ~~March 30,~~October 28, 2022, ~~FINRA finalized~~the Bioxytran Board of Directors unanimously approved the modification of/amendment of paragraph 8 to the Officers’ Employment Agreements, referring to termination without cause in case of change of control. The modification is triggered by the forfeiture of the majority of their ~~review our 15c-211 filing~~accrued salaries and ~~issued~~benefits for a ~~Clearance Letter. On June 14, 2022 OTC Markets removed the Caveat Emptor symbol and the Company was fully reinstated~~total value of $1,273,000 on ~~OTCPK. OTC Markets are currently in the process of reviewing the Company’s request to upgrade to OTCQB.~~August 1, 2022.

~~On July 29, 2022 Mike Sheikh’s title was adjusted from VP of Business Development to Chief Marketing Officer (CMO).~~The most substantial changes encompass;

On July 13, 2022 the company published a peer-reviewed article in the International Journal of Molecular Science titled “PLG-007 and Its Active Component Galactomannan-α Competitively Inhibit Enzymes That Hydrolyze Glucose Polymers”.

On August 1, 2022 the company published a peer-reviewed article in the International Journal of Health Science titled “Carbohydrate ProLectin-M, a galectin-3 antagonist, blocks SARS-CoV-2 activity”.

	●	Compensation of three times the annual salary upon the Termination Date, plus any target bonus earned.
	●	Continued coverage under any health, medical, dental or vision program or policy in which they were eligible to participate at the time of your employment termination for 12 months.
	●	Provide outplacement services through one or more outside firms of their choosing up to an aggregate of $50,000.

Item 6. Exhibits

Exhibit No.		Title of Document

31.1 *		Certification of ~~Principal~~Chief Executive Officer and Chief Financial ~~Officers~~Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended. *

~~32.1~~32.1**		Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer). **

100		The following financial statements from the Quarterly Report on Form 10-Q of BIOXYTRAN, Inc. for the quarter ended ~~June~~September 30, 2022 formatted in XBRL: (i) Condensed Balance Sheets (unaudited), (ii) Condensed Statements of Operations (unaudited), (iii) Condensed Statements of Cash Flows (unaudited), and (iv) Notes to Condensed Financial Statements (unaudited), tagged as blocks of text. *

101.INS		Inline XBRL Instance Document

104*101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File ~~(formatted as~~(embedded within the Inline XBRL ~~and contained in Exhibit 101).~~document)

*	Filed as an exhibit hereto.

**	These certificates are furnished to, but shall not be deemed to be filed with, the Securities and Exchange Commission.

2527

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

	BIOXYTRAN, INC.

Date: ~~August 15,~~November 10, 2022	By:	/s/ David Platt
		David Platt
		Chief Executive Officer

		/s/ Ola Soderquist
		Ola Soderquist
		Chief Financial Officer

2628


	Common Stock				Preferred Stock				Additional Paid in Capital				Accumulated			Non-controlling			Total
	Shares		Amount		Shares		Amount		Common		Preferred		Deficit			Interest			Equity
December 31, 2020		97,450,673	$	97,451		—	$	—	$	1,795,125	$	—	$	(4,721,923	)	$	888,091		$	(1,941,256	)
Options issued and vested - 2021 Plan										6,750										6,750
Shares issued to BoD & Mgmnt - 2010 Plan		1,366,800		1,367						326,665										328,032
Shares issued to Consultants - 2010 Plan		1,832,400		1,832						437,944										439,776
Subsidiary stock transactions																	450,000			450,000
Net loss attributable to the non-controlling interest																	(154,614	)		(154,614	)
Net loss				-				-		-		-		(1,621,707	)					(1,621,707	)
March 31, 2021		100,649,873	$	100,650		—	$	—	$	2,566,484	$	—	$	(6,343,630	)	$	1,183,477		$	(2,493,019	)

Options issued and vested - 2021 Plan										7,650										7,650
Shares issued to BoD & Mgmnt - 2021 Plan		90,000		90						15,210										15,300
Shares issued to BoD & Mgmnt		90,000		90						15,210										15,300
Shares issued to Consultants - 2021 Plan		610,000		610						27,040										27,650
Shares issued to Consultants		610,000		610						27,040										27,650
Shares issued to BoD & Mgmnt for conversion of debt		7,591,261		7,591						979,273										986,864
Shares issued to Consultants for conversion of debt		930,864		931						120,111										121,042
Forgiveness of related party										1,020,323										1,020,323
Subsidiary stock options																	450			450
Subsidiary stock transactions																	150,000			150,000
Net loss attributable to the non-controlling interest																	(246,935	)		(246,935	)
Net loss				-				-		-		-		(896,701	)					(896,701	)
June 30, 2021		109,871,998	$	109,872		—	$	—	$	4,736,091	$	—	$	(7,240,331	)	$	1,086,992		$	(1,307,376	)

	Estimated Life (years)		June 30, 2022			December 31, 2021
Capitalized patent costs		20	$	69,370		$	46,932
Accumulated amortization				(1,822	)		—

Intangible assets, net			$	67,548		$	46,932

Name		Principal due June 30, 2022		Accrued interest June 30, 2022		Total amount due June 30, 2022
Private Placement, 2021 Notes	(1)	$	2,165,000	$	81,063		2,246,063
Private Placement, 2022 Notes	(2)		1,467,000		41,237		1,508,237
		$	3,632,000	$	122,300		3,754,300

Name		Principal due December 31, 2021		Accrued interest December 31, 2021		Total amount due December 31, 2021
Notes sold in exchange for cash	(1)	$	1,165,000	$	46,108		1,211,108
Note issued in exchange for defaulted Old Notes	(2)		1,000,000		39,577		1,039,577
		$	2,165,000	$	85,685		2,250,685

		Warrants Outstanding								Exercisable Warrants
Number of Warrants		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value		Number of Warrants		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
	264,060		0.25		4.5	$	18,484		264,060		0.25		4.5	$	18,484
	272,000	$	2.00		2.4	$	—		272,000	$	2.00		2.4	$	—
	536,060	$	1.14		3.5	$	18,484		536,060	$	1.14		3.5	$	18,484

	Number of Warrants		Weighted- Average Grant-Date Fair Value
Non-vested as at December 31, 2021		—	$	—
Granted		264,060		0.25
Forfeited		—		—
Vested		264,060		0.25
Non-vested as at June 30, 2022		—	$	—

	Number of Shares		Fair Value per Share		Weighted Average Market Value per Share
Shares Issued as of December 31, 2020		11,002,000		$ 0.003 – 1.49	$	0.10
Shares Issued		3,899,200		0.001 – 0.24		0.21
Shares Issued as of June 30, 2021		15,001,200		$ 0.001 – 1.49	$	0.13

Shares Issued as of December 31, 2021		18,706,909		$ 0.001 – 1.49	$	0.088
Shares Issued		—		—		—
Shares Issued as of June 30, 2022		18,706,909		$ 0.001 – 1.49	$	0.088