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 ~~March 31,~~September 30, 2023

☐ 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,~~Common Stock, as of the latest practicable date.

Class		Outstanding at ~~May 11,~~November 1, 2023
Common Stock, $0.001 par value per share		~~130,595,578~~144,642,333 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 ~~March 31,~~September 30, 2023 and December 31, 2022 (Unaudited)	1

		Statements of Operations for the ~~three months ended March 31,~~Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	2

		~~Statements~~Statement of Changes in Stockholders’ Deficit for the ~~three months ended March 31,~~Nine Months Ended September 30, 2023 and 2022 (Unaudited)	3

		Statements of Cash Flows for the ~~three months ended March 31,~~Nine Months Ended September 30, 2023 and 2022 (Unaudited)	45

		Notes to Unaudited Condensed Consolidated Financial Statements	56

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1718

	Item 3.	Quantitative and Qualitative Disclosures ~~About~~about Market Risk	23

	~~Item 4.~~	~~Controls and Procedures~~	23

~~PART II - OTHER INFORMATION~~

	~~Item 1.~~	~~Legal Proceedings~~	25

	~~Item 1A.~~	~~Risk Factors~~	25

	~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	25

	~~Item 3.~~	~~Defaults Upon Senior Securities~~	25

	Item 4.	Controls and Procedures	25

PART II - OTHER INFORMATION

	Item 1.	Legal Proceedings	27

	Item 1A.	Risk Factors	27

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

	Item 3.	Defaults upon Senior Securities	27

	Item 4.	Mine Safety Disclosures	2527

	Item 5.	Other Information	2527

	Item 6.	Exhibits	2628

SIGNATURES			2729

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., ~~March 31,~~September 30, 2023

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~MARCH 31,~~SEPTEMBER 30, 2023 AND DECEMBER 31, 2022

(UNAUDITED)

	March 31, 2023			December 31, 2022			September 30, 2023			December 31, 2022
ASSETS
Current assets:
Cash	$	153,801		$	295,401		$	80,273		$	295,401
Total current assets		153,801			295,401			80,273			295,401

Intangibles, net		79,732			75,535			108,770			75,535

Total assets	$	233,533		$	370,936		$	189,043		$	370,936

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	1,100,869		$	749,395		$	352,572		$	749,395
Accounts payable related party		975,227			709,727
Accounts payable, related party								—			709,727
Un-issued shares liability		1,810			960			10,386			960
Un-issued shares liability related party		51,150			38,400
Un-issued shares liability, related party								45,000			38,400
Un-issued shares liability								45,000			38,400
Loan from related party								25,000			—
Convertible notes payable, net of premium and discount		2,165,000			2,165,000			1,900,000			2,165,000
Total current liabilities		4,294,056			3,663,482			2,332,958			3,663,482

Total liabilities		4,294,056			3,663,482			2,332,958			3,663,482

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; 123,502,235 and 123,252,235 issued and outstanding as at March 31, 2023 and December 31, 2022, respectively		123,502			123,252
Common stock, $0.001 par value; 300,000,000 shares authorized; 144,355,355 issued and outstanding as at September 30, 2023 and 123,252,235 as at December 31, 2022								144,355			123,252
Additional paid-in capital		8,442,180			8,392,430			12,821,885			8,392,430
Non-controlling interest		(623,522	)		(590,628	)		(659,063	)		(590,628	)
Accumulated deficit		(12,002,683	)		(11,217,600	)		(14,451,092	)		(11,217,600	)
Total stockholders’ deficit		(4,060,523	)		(3,292,546	)		(2,143,915	)		(3,292,546	)

Total liabilities and stockholders’ deficit	$	233,533		$	370,936		$	189,043		$	370,936

See the accompanying notes to these unaudited condensed consolidated financial statements

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED ~~MARCH 31,~~SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

	March 31, 2023			March 31, 2022			September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
	3-Months Ended						Three months ended						Nine months ended
	March 31, 2023			March 31, 2022			September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Operating expenses:
Research and development	$	139,004		$	240,125		$	316,129		$	475,872		$	604,771		$	759,138
General and administrative		587,638			535,861			530,777			(563,604	)		2,031,347			440,336
General and administrative related party		10,000			20,720
Compensation expense		13,600			22,400			138,558			73,507			157,268			142,630
Total operating expenses		750,242			819,106
Total net operating expenses								985,464			(14,225	)		2,793,386			1,342,104

Loss from operations		(750,242	)		(819,106	)
Net loss from operations								(985,464	)		14,225			(2,793,386	)		(1,342,104	)

Other expenses:
Interest expense		67,221			52,035			(48,701	)		(44,281	)		(155,399	)		(150,796	)
Amortization of IP		514			911			(1,803	)		(911	)		(4,505	)		(2,733	)
Amortization of debt discount		—			91,334
Debt discount amortization and issuance of warrants								—			(172,182	)		(348,637	)		(304,941	)
Total other expenses		67,735			144,280			(50,504	)		(217,374	)		(508,541	)		(458,470	)

Net loss before provision for income taxes		(817,977	)		(963,386	)		(1,035,968	)		(203,149	)		(3,301,927	)		(1,800,574	)

Provision for income taxes		—			—			—			—			—			—
Net loss		(817,977	)		(963,386	)
NET LOSS								(1,035,968	)		(203,149	)		(3,301,927	)		(1,800,574	)

Net loss attributable to the non-controlling interest		32,894			51,116			34,777			79,507			68,435			142,314

NET LOSS ATTRIBUTABLE TO BIOXYTRAN	$	(785,083	)	$	(912,270	)	$	(1,001,191	)	$	(123,642	)	$	(3,233,492	)	$	(1,658,260	)

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

Weighted average number of common shares outstanding, basic and diluted		123,495,291			110,840,998			136,443,056			116,393,899			129,441,332			112,712,305

See the accompanying notes to these unaudited condensed consolidated financial statements

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE ~~THREE~~NINE MONTHS ENDED ~~MARCH 31,~~SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

Shares Amount Shares Amount Common Preferred Deficit Interest Deficit
Common Stock Preferred Stock Additional
Paid in Capital Accumulated Non-controlling Total
Shares Amount Shares Amount Common Preferred Deficit Interest Deficit
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 )

December 31, 2022 123,252,235 $ 123,252 — — $ 8,392,430 $ — $ (11,217,600 ) $ (590,628 ) $ (3,292,546 )
Stock transactions 250,000 250 - 79,750 80,000
Stock subscription (30,000 ) (30,000 )
Net loss attributable to the non-controlling interest (32,894 ) (32,894 )
Net loss - - (785,083 ) (785,083 )
March 31, 2023 123,502,235 $ 123,502 — — $ 8,442,180 $ — $ (12,002,683 ) $ (623,522 ) $ (4,060,523 )

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


	Common Stock				Preferred Stock				Additional Paid in Capital					Accumulated			Non-controlling			Total
	Shares		Amount		Shares		Amount		Common			Preferred		Deficit			Interest			Equity
January 1, 2022		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	)

~~BIOXYTRAN, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022~~

~~(UNAUDITED)~~

March 31, 2023

March 31, 2022

3-Months Ended

March 31, 2023

March 31, 2022

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (817,977 ) $ (963,386 )
Adjustments to reconcile net loss to net cash used in operating activities:
Debt discount amortization, incl. issuance of warrants — 91,334
Amortization of IP 514 911
Stock-based compensation expense 13,600 22,400
Changes in operating assets and liabilities:
Accounts payable and accrued expenses 351,473 (108,176 )
Accounts payable related party 265,500 265,506
Other short-term debt — —
Net cash used in operating activities (186,890 ) (691,411 )

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in intangibles (4,711 ) (22,323 )
Net cash used in investing activities (4,711 ) (22,323 )

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock transactions 50,000 —
Proceeds from issuance of convertible notes payable — 1,380,960
Net cash provided by financing activities 50,000 1,380,960

Net increase (decrease) in cash (141,600 ) 667,226
Cash, beginning of period 295,401 72,358
Cash, end of period $ 153,801 $ 739,584

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ 52,425 $ —
Income taxes paid $ — $ —
NON-CASH INVESTING & FINANCING ACTIVITIES:
Issuance of warrants $ — $ 42,250
Debt discount on convertible note $ — $ 86,040

	Common Stock				Preferred Stock				Additional Paid in Capital					Accumulated			Non-controlling			Total
	Shares		Amount		Shares		Amount		Common			Preferred		Deficit			Interest			Equity
January 1, 2023		123,252,235	$	123,252		—		—	$	8,392,430		$	—	$	(11,217,600	)	$	(590,628	)	$	(3,292,546	)
Stock transactions		250,000		250		-		-		79,750											80,000
Stock subscription										(30,000	)										(30,000	)
Net loss attributable to the non-controlling interest																		(32,894	)		(32,894	)
Net loss				-				-		-			-		(785,083	)					(785,083	)
March 31, 2023		123,502,235	$	123,502		—		—	$	8,442,180		$	—	$	(12,002,683	)	$	(623,522	)	$	(4,060,523	)

Stock transactions		192,411		192		-		-		64,808											65,000
Shares issued to BoD & Mgmnt - 2021 Plan		110,000		110						50,090											50,200
Shares issued to Consultants - 2021 Plan		4,000		4						1,786											1,790
Shares issued to BoD & Mgmnt for conversion of debt		6,763,562		6,764						2,157,576											2,164,340
Shares issued to Consultants for conversion of debt		137,656		138						43,912											44,050
Conversion of debt		1,325,430		1,325						170,981											172,306
Issuance of Warrants										348,637											348,637
Net loss attributable to the non-controlling interest																		(764	)		(764	)
Net loss				-				-		-			-		(1,411,218	)					(1,411,218	)
June 30, 2023		132,035,294	$	132,035		—	$	—	$	11,279,970		$	—	$	(13,413,901	)	$	(624,286	)	$	(2,626,182	)
Balance		132,035,294	$	132,035		—	$	—	$	11,279,970		$	—	$	(13,413,901	)	$	(624,286	)	$	(2,626,182	)

Stock transactions		3,188,459		3,188		-		-		387,173											390,361
Shares issued to BoD & Mgmnt - 2021 Plan		120,000		120						17,820											17,940
Shares issued to Consultants - 2021 Plan		477,000		477						70,835											71,312
Shares issued to BoD & Mgmnt for conversion of debt		5,824,741		5,825						780,515											786,340
Shares issued to Consultants for conversion of debt		1,600,000		1,600						142,400											144,000
Conversion of debt		1,109,861		1,110						143,172											144,282
Net loss attributable to the non-controlling interest																		(34,777	)		(34,777	)
Net loss				-				-		-			-		(1,001,191	)					(1,001,191	)
September 30, 2023		144,355,355	$	144,355		—		—	$	12,821,885			—	$	(14,451,092	)	$	(659,063	)	$	(2,143,915	)
Balance		144,355,355	$	144,355		—		—	$	12,821,885			—	$	(14,451,092	)	$	(659,063	)	$	(2,143,915	)

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, 2023 AND 2022

(UNAUDITED)


	Nine months Ended
	September 30, 2023			September 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,301,927	)	$	(1,800,574	)
Adjustments to reconcile net loss to net cash used in operating activities:
Debt discount amortization, incl. issuance of warrants		348,637			304,941
Amortization of IP		4,505			2,733
Stock-based compensation		157,268			142,630
Interest paid with note conversion		51,588			53,371
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		(208,773	)		(282,805	)
Accounts payable, related party		2,265,953			(69,273	)
Net cash used in operating activities		(682,749	)		(1,648,977	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in intangibles		(37,740	)		(30,151	)
Net cash used in investing activities		(37,740	)		(30,151	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from subsidiary stock transactions		—			600,000
Proceeds from stock sales		505,361			—
Proceeds from issuance of convertible notes payable		—			1,380,960
Net cash provided by financing activities		505,361			1,980,960

Net increase in cash		(215,128	)		301,832
Cash, beginning of period		295,401			72,358
Cash, end of period	$	80,273		$	374,190

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	52,425		$	69,900
Income taxes paid		—			—
NON-CASH INVESTING & FINANCING ACTIVITIES
Issuance of warrants		348,637			190,335
Forfeiture of warrants		—			(6,763	)
Debt discount on convertible note		—			121,369
Common shares issued for the conversion of notes payable (principal and accrued interest)		316,588			1,520,371
Common shares issued for the exercise of warrants	$	—		$	68,910

See the accompanying notes to these unaudited condensed consolidated financial statements

BIOXYTRAN, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED ~~MARCH 31,~~SEPTEMBER 30, 2023 AND 2022

(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.

Our subsidiary, Pharmalectin India Pvt Ltd. (“Pharmalectin India”) is managing the Company’s local clinical research and trials, and holds the local rights to commercialization.

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~~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 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~~Common shares with a par value of $0.001, and 50,000,000 Preferred shares with a par value of $0.001.

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~~19,650,000 issued and~~19,650,000~~ outstanding shares; 15,000,000 Common shares are held by Bioxytran and 4,650,000 Common shares are held by ~~an affiliate.~~NDPD Parma, Inc (the “affiliate”). An additional 4,500,000 options are also held by anthe affiliate. The option agreement includes provisions for dilutive issuance and cash-less exercise. The beneficial ownership of the affiliate are Mike Sheikh, Ola Soderquist and David Platt.

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.

Pharmalectin India Pvt Ltd. (“Pharmalectin India”) was organized on August 30, 2022 as an Indian Business Corporation with its principal place of business in Hyderabad, Telangana, India, with 50,000 authorized shares with a par value of $0.12 (₹10). There are currently 41,020 outstanding shares whereof 41,000 (99.95%) are 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”),~~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, 2022 audited financial statements and ~~notes that can be expected for the year ending December 31, 2022.~~notes.

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, ~~(collectively, the “Company”),~~ as well as its wholly owned ~~subsidiary,~~subsidiaries, Pharmalectin (BVI), Inc of British Virgin ~~Islands.~~Islands and Pharmalectin India Pvt Ltd. (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~~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 ~~March 31,~~September 30, 2023, we would, based on the market price of $~~0.425~~0.17/share, be obligated to issue approximately ~~17,802,900~~16,045,900 shares of Common Stock upon conversion of ~~the~~ currently outstanding convertible notes ~~(the “New Notes”)~~ and ~~482,030~~2,422,144 shares upon exercise of ~~the~~outstanding warrants and ~~476,000~~380,000 shares upon exercise of outstanding options. For ~~the New Notes,~~these Promissory notes, the shares total value is based on $~~2,314,377~~1,900,000 of currently outstanding principal, and $185,967 in unpaid interest.

~~The 2021 1-year~~All of our currently outstanding notes ~~(the “New Notes”),~~ have an interest rate of 66%% and are convertible at the lower of (i) a fixed price of $~~0.13~~,$0.13, or (ii) 85% of the closing price of any Qualified Financing, which consist of any fundraising ~~receiving~~whereby the Company receives gross proceeds of not less than ~~$500,000~~$500,000. The notes contain a conversion limitation which prevents the holder(s) of the notes from converting if doing so would result in the holder beneficially owning more than 4.99% of our issued an outstanding Common 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.”.

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 ~~three~~nine months ended ~~March 31,~~September 30, 2023 the Company incurred $~~139,004~~604,771 in research and development expenses, while during the ~~three~~nine months ended ~~March 31,~~September 30, 2022 the Company incurred $~~240,125~~759,138.

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 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 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 ~~Company adopted ASU 2020-06 effective 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 ~~March 31,~~September 30, 2023, the Company had cash of $~~153,801~~80,273 and a negative working capital of $~~4,140,255~~2,252,685. The Company has not yet generated any revenues from operations and has incurred cumulative net losses of $~~12,002,683~~14,451,092. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2023, the Company raised a net of $~~50,000~~505,361 in cash proceeds from ~~equity.~~the issuance of Common Stock. During the same period in 2022, the Company raised a net of $1,380,960 in cash proceeds from the issuance of convertible ~~notes.~~notes and $600,000 from the issuance of Common Stock of 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 ~~June,~~December 2023 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 - RELATED PARTY TRANSACTIONS

The Company hold License Agreements (the “License/s” or “Agreement/s”) for a medical device (license obtained in 2019) and a compound (license obtained in 2021), with two affiliated companies where in the officers of the Company hold a majority interest. The products were developed prior to the establishment of Bioxytran. The yearly maintenance fee for each license amount to $5,000. During the ~~three~~nine months ended ~~March 31,~~September 30, 2023 the affiliates were paid $5,000 each. During the same period in 2022, there was $~~20,720~~25,720 in transactions with affiliates as the Company also reimbursed the affiliates for the legal and administrative costs surrounding the establishment of the Licenses.

In the three months leading up to the financial close, the affiliate has advanced $25,000 on behalf of the Company to pay necessary invoices from service providers, due to lack of funds.

NOTE 5 - 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. No impairment charges were recorded for the 3nine months ended ~~March 31,~~September 30, 2023, ~~and the year ended December 31,~~or 2022.

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.

SCHEDULE OF INTANGIBLES

Estimated Life (years) March 31, 2023 December 31, 2022
Capitalized patent costs 20 $ 83,890 $ 79,179
Accumulated amortization (4,158 ) 3,644

Intangible assets, net $ 79,732 $ 75,535

	Estimated Life (years)		September 30, 2023			December 31, 2022
Capitalized patent costs		20	$	116,919		$	79,179
Accumulated amortization				(8,149	)		(3,644	)

Intangible assets, net			$	108,770		$	75,535

NOTE 6 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

On ~~March 31,~~September 30, 2023, there was $~~975,227~~25,000 in ~~accounts payable~~a non-interest loan from a related party, in addition to $45,000 in unissued shares owed to related ~~parties in the form of payroll and accrued expenses and $51,150~~ ~~in un-issued shares liability related party.~~parties. On December 31, 2022 there was $709,727 in accounts payable to related parties and $38,400 in ~~un-issued~~unissued shares ~~liability~~owed to related ~~party.~~parties.

The following table represents the major components of accounts payables and accrued expenses and other current liabilities at ~~March 31,~~September 30, 2023 and at December 31, 2022:

SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

March 31, 2023

December 31, 2022

Accounts payable related party (1) $ 975,227 $ 709,727
Professional fees 656,963 393,085
Interest 149,377 134,581
Payroll taxes 45,887 40,182
Pension/401K 246,182 180,557
Other 2,460 990
Un-issued share liability, related party (2) 51,150 38,400
Un-issued share liability, consultant 1,810 960
Convertible note payable 2,165,000 2,165,000
Total $ 4,294,056 $ 3,663,482

	September 30, 2023		December 31, 2022
Accounts payable related party (1)	$	—	$	709,727
Professional fees		162,000		393,085
Interest		185,967		134,581
Payroll taxes		—		40,182
Pension/401K		—		180,557
Other		4,605		990
Un-issued share liability, related party (2)		45,000		38,400
Un-issued share liability, consultant		10,386		960
Un-issued share liability		10,386		960
Loan from related party		25,000		—
Convertible note payable		1,900,000		2,165,000
Total	$	2,332,958	$	3,663,482

(1)	$At September 30, 2023 there were ~~391,900~~no accounts payables due to ~~the CEO, $374,400~~ ~~to the CFO and $208,927~~ ~~and the CCO for 11 months of salary.~~related parties. At December 31, 2022 there ~~were~~was $286,900 owed to the CEO, $269,400 to the CFO and $153,427 and the ~~CCO. All earlier accrued salaries due were forfeited on August 1, 2022.~~CCO in salary and expenses.
(2)	~~There are currently~~At September 30, 2023 the Company has not yet issued ~~60,000~~233,163 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~~third quarter of 2023. The total fair market value at the time of the award was $~~51,250~~45,000, or $0.193/share.

NOTE 7 – CONVERTIBLE NOTES PAYABLE

Private Placement, 2021 Notes

Around April 29, 2021, we entered into ~~nine (9)~~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 $~~3,266,845~~1,165,000 with 6% interest, whereof $1,000,000 were contributed in form of cancellation of third-party ~~notes, while~~ ~~1,101,846~~ ~~were issued in compensation for accrued compensation, $981,466~~ ~~to our three officers and $120,380~~ ~~to two consultants.~~notes.

At any time after the issue date of the 2021 Notes, ~~The~~the Holders of the 2021 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~~$0.13 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.

The variable conversion rate component requires that the 2021 Notes to be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the undiscounted face value being deemed a premium to be added to the principal balance and accreted to additional paid-in capital over the life of the 2021 Notes. No such recording of a premium was required as the discounted “if-converted” rate of $0.13 per share, was identical to fair market value of the Company’s stock on the 2021 Notes date of issuance.

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

The ~~Common Stock underlying~~maturity on one note was negotiated to August 31, 2023, while the ~~2021 Notes, when issued, will bear a restrictive legend~~maturity of the three remaining notes were negotiated to April 30, 2024, and ~~have a 180-day lock-up period.~~an increase of the interest rate to 10

%. The principal and interest for two of these latter notes were extinguished and one partially converted into

~~On June 4, 2021,~~ ~~8,522,125~~2,435,291 shares of Common Stock ~~were issued as a result of conversion of accrued interest~~on May 17, on June 26 and ~~principal for five convertible notes~~on August 30, 2023 for a total value of $~~1,101,846~~316,588~~, or $0.13/share.~~ ~~To avoid dilution of the company’s stock~~ ~~7,591,261~~ ~~of these shares held by our officers were returned to treasury on November 20, 2021, while the original debt consisting of accrued salary was forfeited.~~ .

SCHEDULE OF CONVERTIBLE CONVERSION OF ACCRUED INTEREST AND PRINCIPAL

Name		Principal Converted		Accrued interest converted		No. of shares issued		Principal Converted		Accrued interest converted		No. of shares issued
Private Placement, 2021 Notes issued to Officers(1)	(1)	$	981,466	$	5,398		7,591,261	$	265,000	$	51,588		2,435,291
Private Placement, 2021 Notes issued to consultants			120,380		662		930,864
		$	1,101,846	$	6,060		8,522,125

(1)	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).

~~If the remainder~~Convertible notes payable and interest payable consist of 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 applicable to the 2021 Notes.~~ following at September 30, 2023, and December 31, 2022:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

	September 30, 2023		December 31, 2022
Principal balance (1), (2)	$	1,900,000	$	2,165,000
Interest Payable		185,967		134,581
Outstanding, net of debt discount and premium	$	2,085,967	$	2,299,581

(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). $265,000 of the outstanding principal was converted into shares of Common Stock on May 17, June 26 and on August 30, 2023.
(2)	$2 million of principal, accrued interest and default penalties for notes issued prior to 2021, where settled by a third party in exchange for us issuing to them a note in the amount of $1 million.

There can be no assurance that there will be any funds available to pay of the 2021 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 and interest payable consist of the following at March 31, 2023, and December 31, 2022:~~

~~SCHEDULE OF CONVERTIBLE NOTES PAYABLE~~

March 31, 2023 December 31, 2022
Principal balance (1), (2) $ 2,165,000 $ 2,165,000
Interest Payable 149,377 134,581
Outstanding, net of debt discount and premium $ 2,314,377 $ 2,299,581

~~(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)~~	$2 ~~million of principal, accrued interest and default penalties for notes issued prior to 2021, where settled by a third party in exchange for us issuing to them a note in the amount of $~~1 ~~million.~~

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 6% 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% 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.

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

(1)	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).

NOTE 8 – 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 September 30, 2023 and at ~~March~~December 31, ~~2023,~~ 2022, no ~~preferred~~ Preferred shares have been designated ~~nor~~or issued.

Common ~~stock~~Stock

~~As at January 1,~~On August 15, 2022 ~~and at March 31, 2022 the Company had~~ ~~110,840,998~~1,400,000 shares of ~~common stock issued and outstanding.~~Common Stock were sold in a private placement for an amount of $600,000, or $0.43/share.

~~As at January 1, 2023 there were~~On August 31, 2022, ~~123,252,235~~6,081,484 shares of ~~common stock~~Common Stock were issued against convertible notes with a principal of $1,467,000and ~~outstanding.~~an accrued interest of $53,371, or $0.25/share.

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

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

On January 4, 2023 the Company issued 93,750 shares of Common Stock against $30,000, or $0.32/share, shown as stock subscription in the December 31, 2022 stockholders’ equity statement.

On February 10, 2023 the Company issued 156,250 shares of Common Stock against $50,000, or $0.32/~~share~~share.

On April 14, 2023 the Company issued 137,656 shares of Common Stock were against third-party supplier invoices amounting to $44,050, or $0.32/share.

On April 14, 2023 the Company issued 6,763,562 shares of Common Stock to offset the affiliate against invoices paid on behalf of the Company and accrued salaries to our Officers, for a total value of $2,164,340., or $0.32/share.

On April 18, 2023 the Company issued 78,125 shares of Common Stock against $25,000, or $0.32/share.

On May 15, 2023 the Company issued 114,286 shares of Common Stock against $40,000, or $0.32/share.

On May 17, 2023 the Company issued 522,138 shares of Common Stock in a conversion of a note for a value of $67,878 in principal and interest, or $0.13/share.

On June 26, 2023 the Company issued 803,292 shares of Common Stock in a conversion of a note for a value of $104,428in principal and interest, or $0.13/share.

On July 26, 2023 the Company issued 500,000 shares of Common Stock against $100,000, or $0.20/share.

On August 21, 2023, 1,612,903 shares of Common Stock were sold on an S-1 for the amount of $145,161, or $0.09/share.

On August 21, 2023, 1,600,000 shares of Common Stock were exchanged for invoices in the amount of $145,000, or $0.09/share.

On August 25, 2023, 505,186 shares of Common Stock were sold in a private placement for the amount of $68,200, or $0.135/share.

On August 30, 2023 the Company issued 1,109,861 shares of Common Stock in a conversion of a note for a value of $144,282 in principal and interest, or $0.13/share.

On September 14, 2023, 5,824,741 shares of Common Stock were exchanged by the Company’s officers for invoices and salary past due in the amount of $786,340, or $0.135/share.

On September 19, 2023, the Company issued 200,000 shares of Common Stock against $27,000, or $0.135/share.

On September 19, 2023, the Company issued 370,370 shares of Common Stock against $50,000, or $0.135/share.

For the nine months ended September 30, 2023, a net of 711,000 shares of Common Stock were awarded under the 2021 Stock Plan for a total value of $141,796, or at an average cost of $0.20 per share.

As at ~~March 31,~~September 30, 2023, the Company has ~~123,502,235~~144,355,355 shares of ~~common stock~~Common Stock issued and outstanding, at December 31, 2022 the Company had 123,252,235 shares of Common Stock issued and outstanding.

Common Stock Warrants

For the 3nine months ended ~~March 31,~~September 30, 2023 the Company ~~did not issue any Warrants. For the 3 months ended March 31, 2022,~~issued 800,0005-year warrants exercisable at $0.20/share, in connection with the ~~issuance~~refinancing of the ~~convertible notes,~~2021 Notes, valued at $0.436, based on Black and Scholes Option Pricing Model, for a total value of $348,637. For the nine months ended September 30, 2022, the Company issued 264,060 5-year warrants exercisable at $0.25/share,, valued at $0.16, based on Black and Scholes Option Pricing Model, for a total value of $42,250.

The fair value of stock warrants granted for the 39 months ended ~~March 31, 2022~~September 30, 2023 was calculated with the following assumptions:

SCHEDULE OF STOCK WARRANTS VALUATION ASSUMPTIONS

	~~March 31, 2022~~
~~Risk-free interest rate~~		~~1.53~~	%
~~Expected dividend yield~~		0	%
~~Volatility factor (monthly)~~		~~169.27~~	%
~~Expected life of warrant~~		5 ~~years~~

	September 30, 2023			September 30, 2022
Risk-free interest rate		3.97	%		1.53	%
Expected dividend yield		0	%		0	%
Volatility factor (monthly)		147.58	%		169.27	%
Expected life of warrant		5 years			5 years

The following table summarizes the Company’s common stock warrant activity for the 39 months ended ~~March 31,~~September 30, 2023 and 2022:

SCHEDULE OF WARRANT ACTIVITY

	Number of Warrants*		Weighted Average Exercise Price		Weighted- Average Remaining Expected Term		Number of Warrants*		Weighted Average Exercise Price		Weighted- Average Remaining Expected Term
Outstanding as at January 1, 2022		272,000	$	2.00		2.9		272,000	$	2.00		2.9
Granted		264,030		0.26		5.0		264,030		0.26		5.0
Exercised		—		—		—		—		—		—
Forfeited/Canceled		—		—		—		—		—		—
Outstanding as at March 31, 2022		536,030		1.14		3.7
Outstanding as at September 30, 2022								536,030		1.14		3.5

Outstanding as at January 1, 2023		542,030	$	0.42		4.1		542,030	$	0.42		4.1
Granted		—		—		—		800,000		0.20		5.0
Exercised		—		—		—		—		—		—
Forfeited/Canceled		—		—		—		—		—		—
Outstanding as at March 31, 2023		542,030	$	1.14		3.8
Outstanding as at September 30, 2023								1,342,030	$	0.29		4.1

The warrant agreements issued in 2019 for a total of 50,000 warrants include provisions for dilutive issuance and cash-less exercise. If exercised at ~~December 31, 2022~~September 30, 2023 the provisions would have resulted in an issuance of 1,130,114 shares at an average conversion price of $0.09, or ~~1,050,114~~873,704 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 ~~March 31,~~September 30, 2023:

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

492,030 0.26 4.1 $ 81,184 492,030 0.26 4.1 $ 81,184
50,000 $ 2.00 1.6 $ — 50,000 $ 2.00 1.6 $ —
542,030 $ 1.14 3.9 $ 81,184 542,030 $ 1.14 3.9 $ 81,184

		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
	800,000	$	0.20		4.6	$	—		800,000	$	0.20		4.6	$	—
	492,030		0.26		3.5		—		492,030		0.26		3.5		—
	50,000		2.00		1.1		—		50,000		2.00		1.1		—
	1,342,030	$	0.29		4.1	$	—		1,342,030	$	0.29		4.1	$	—

~~There were no warrants issued for the three months ended at March 31, 2023.~~ The following table sets forth the status of the Company’s non-vested warrants as at ~~March 31,~~September 30, 2023 and 2022:

SCHEDULE OF NON-VESTED WARRANTS

	Number of Warrants		Weighted-Average Grant-Date Fair Value
Non-vested as at January 1, 2022		—		—
Granted		264,030		0.25
Forfeited		—		—
Vested		—		—
Non-vested as at September 30, 2022		—	$	—

Non-vested as at January 1, 2023		—	$	—
Granted		800,000		0.20
Forfeited		—		—
Vested		—		—
Non-vested as at September 30, 2023		—	$	—

Sales of Shares in Subsidiary

For the nine months ended September 30, 2023 there were ~~SCHEDULE OF NON-VESTED WARRANTS~~no shares sold in the Company’s Subsidiary, Pharmalectin, Inc.. For the nine months ended September 30, 2022 there were 1,800,000 shares of Common Stock sold in the Company’s Subsidiary, Pharmalectin, Inc. for a total of $600,000.

Number of Warrants Weighted-Average Grant-Date
Fair Value
Non-vested as at January 1, 2022 — $ —
Granted 264,030 0.25
Forfeited — —
Vested — —
Non-vested as at March 31, 2022 264,030 $ 0.25

NOTE 9 – STOCK OPTION PLAN AND STOCK-BASED COMPENSATION

On January 19, ~~2010,~~2021, the ~~Company~~Board of Directors adopted ~~a stock option plan entitled “The 2010~~the “2021 Stock Plan” ~~(2010 Plan)~~(the “2021 Plan”) under which the Company may grant Options to Purchase Stock, Stock Awards or Stock Appreciation Rights in an amount up to 15% of ~~common stock,~~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 ~~stock plans,~~2021 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,~~September 30, 2023, 90,000 options and 5,001,709 shares have been awarded from the 2021 ~~the 2010 plan was retired and depleted. On January 19, 2021, “The 2021 Stock Plan” (2021 Plan) with the same terms as the 2010~~ Plan.

Shares Awarded and Issued under the ~~2010~~2021 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, 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~~.

~~SCHEDULE OF FAIR MARKET VALUE~~

Number of Shares

Fair Value per Share

Weighted Average Market Value per Share

Shares Issued as of January 1, 2022 18,706,909 0.003 – 1.49 0.088
Shares Issued — — —
Shares Issued as of March 31, 2022 18,706,909 $ 0.003 – 1.49 $ 0.088

Shares Issued as of January 1, 2023 19,382,909 0.003 – 1.49 0.095
Shares Issued — — —
Shares Issued as of March 31, 2023 19,382,909 $ 0.003 – 1.49 $ 0.095
~~For the three months ended March 31, 2023 and 2022, the Company recorded stock-based compensation expense of $13,600~~ ~~and $22,400, respectively, in connection with share-based payment awards.~~

~~Shares awarded, but~~ ~~not yet issued, under the 2021 Stock Plan for the three months ended March 31, 2023 and 2022:~~

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 ~~January 1, 2023~~February 18, 2022, the Company granted ~~80,000~~100,000 shares of Common Stock to ~~four Board Members~~two Consultants in reward of their ~~attendance~~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 ~~and Committee meetings~~Member for her contribution to the Company during the ~~fourth~~first quarter of 2022. The total fair market value at the time of the award was $~~38,400~~1,730, or $~~0.48~~0.173/share. The shares were issued on August 1, 2022

On ~~January~~April 1, ~~2023~~2022, the Company granted ~~2,000~~70,000 shares ~~of Common Stock to an Advisory Board Members in compensation for the fourth quarter of 2022. The total fair market value at the time of the award was $960, or $0.48/share.~~

~~On March 31, 2023 the Company granted~~ ~~30,000~~ ~~shares of Common Stock~~ to four Board Members in reward of their attendance at Board and Committee meetings during the first quarter of ~~2023.~~2022. The total fair market value at the time of the award was $~~12,750~~12,110, or $~~0.425~~0.173/share. The shares were issued on August 1, 2022.

On ~~March 31, 2023~~April 11, 2022, the Company granted ~~2,000~~250,000 shares ~~of Common Stock~~ to ~~an Advisory Board Members in compensation~~three Consultants for the ~~first quarter~~management of ~~2023.~~our clinical trials in India. The total fair market value at the time of the award was $~~850~~43,250, or $~~0.425~~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.

On April 19, 2023, the Company issued 110,000 shares, with an average fair market value of $0.46/share at the time of award, to four members of the Board of Directors as compensation for their participations of Board and Committee meetings in the fourth quarter of 2022 and in the first quarter of 2023, for a total of $50,200.

On April 19, 2023, the Company granted 4,000 shares with an average fair market value of $0.45/share to a Scientific Advisory Board Member for his contribution in the fourth quarter of 2022 and in the first quarter of 2023, for a total of $1,790.

On August 4, 2023, the Company issued 120,000 shares, with an average fair market value of $0.15/share at the time of award, to three members of the Board of Directors as compensation for their participations of Board and Committee meetings in the second quarter of 2023, for a total of $17,940.

On August 4, 2023, the Company granted 477,000 shares with an average fair market value of $0.15/share to a Scientific Advisory Board Members and consultants for their contribution in the second quarter of 2022 and in the first quarter of 2023, for a total of $71,312.

SCHEDULE OF FAIR MARKET VALUE

	Number of Shares		Fair Value per Share		Weighted Average Market Value per Share
Shares Issued as of January 1, 2022		3,656,709	$	0.001	$	0.00
Shares Issued		552,000		0.16 – 0.32		0.22
Shares Issued as of September 30, 2022		4,208,709	$	0.001 – 0.32	$	0.00

Shares Issued as of January 1, 2023		4,290,709	$	0.001 – 0.41	$	0.00
Shares Issued		711,000		0.15 – 0.48		0.20
Shares Issued as of September 30, 2023		5,001,709	$	0.001 – 0.48	$	0.01

For the nine months ended September 30, 2023, the Company recorded stock-based compensation expense of $157,268 in connection with the issuance of 711,000 Common share-based payment awards. For the nine months ended September 30, 2022, the Company had issued 552,000 shares at a stock-based compensation expense of $142,630.

Stock options granted and vested 2021 Plan:

There were nostock options granted the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and 2022. But, 144,000 stock options was forfeited in the nine months ended September 30, 2023, and 96,000 stock options was forfeited in the nine months ended September 30, 2022.

The following table summarizes the Company’s stock option activity for the ~~three~~nine months ended ~~March 31,~~September 30, 2023, and 2022:

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 January 1, 2022		668,000		$	0.001 - 1.21	$	0.55		668,000		$	0.001 – 1.21	$	0.55
Granted		—			—		—		—			—		—
Exercised		—			—		—		—			—		—
Options forfeited/cancelled		—			—		—		(96,000	)		1.09 – 1.21		0.92
Outstanding as of March 31, 2022		668,000		$	0.001 - 1.21	$	0.55
Outstanding as of September 30, 2022									572,000		$	0.001 – 1.21	$	0.45

Outstanding as of January 1, 2023		524,000		$	0.001 - 0.95	$	0.44		524,000		$	0.001 – 0.95	$	0.44
Granted		—			—		—		—			—		—
Exercised		—			—		—		—			—		—
Options forfeited/cancelled		(48,000	)		0.15 – 0.32		0.16		(144,000	)		0.001 – 0.32		0.11
Outstanding as of March 31, 2023		476,000		$	0.001 - 0.95	$	0.47
Outstanding as of September 30, 2023									380,000		$	0.001 – 0.95	$	0.48

The following table summarizes information about stock options that are vested or expected to vest at ~~March 31,~~September 30, 2023:

SCHEDULE OF STOCK OPTION VESTED

Options Outstanding Exercisable Options
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 0.95 $ 38,160 90,000 $ 0.001 0.95 $ 38,160
0.05 3,000 0.05 0.75 1,125 3,000 0.05 0.75 1,125
0.15 45,000 0.15 0.58 12,375 45,000 0.15 0.58 12,375
0.18 45,000 0.18 0.83 11,025 45,000 0.18 0.83 11,025
0.19 45,000 0.19 1.33 10,575 45,000 0.19 1.33 10,575
0.20 48,000 0.20 1.05 10,800 48,000 0.20 1.05 10,800
0.95 200,000 0.95 1.26 — 200,000 0.95 1.26 —
$ 0.001-1.21 476,000 $ 0.47 1.08 $ 84,060 476,000 $ 0.47 1.08 $ 84,060

~~There were no granted options granted, nor any options issued in the period ended March 31, 2023 and 2022:~~

				Options Outstanding									Exercisable Options
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		45,000	$	0.001		0.83	$	7,650		45,000		$	0.001		0.83	$	7,650
	0.18		45,000		0.18		0.08		—		45,000			0.18		0.08		—
	0.19		45,000		0.19		0.58		—		45,000			0.19		0.58		—
	0.20		45,000		0.20		0.34		—		45,000	��		0.20		0.34		—
	0.95		200,000		0.95		0.51		—		200,000			0.95		0.51		—
$	0.001–0.95		380,000	$	0.48		0.57	$	7,650		380,000		$	0.48		0.57	$	7,650

The weighted-average remaining estimated life for options exercisable at ~~March 31,~~September 30, 2023 is ~~1.08~~0.48 years.

The aggregate intrinsic value for fully vested, exercisable options was $~~84,060~~7,650 at ~~March 31, 2023 and at December 31, 2022 was $114,519~~.September 30, 2023. The actual tax benefit realized from stock option exercises for the ~~three~~nine months ended at ~~March 31,~~September 30, 2023 and 2022 was $0 as no options were exercised.

As at ~~March 31,~~September 30, 2023 the Company has ~~19,850,071~~20,875,870 options or stock awards available for grant under the 2021 Plan.

NOTE 10 – NON-CONTROLLING INTEREST

SCHEDULE OF NON CONTROLLING INTEREST

	March 31, 2023			December 31, 2022			September 30, 2023			December 31, 2022
Net loss Subsidiary		(139,004	)		(817,151	)	$	(289,191	)	$	(817,151	)
Net loss attributable to the non-controlling interest		32,894			193,372			68,435			193,372
Net loss affecting Bioxytran		(106,110	)		(623,780	)		(220,756	)		(623,780	)

Accumulated losses		(3,733,291	)		(3,594,287	)		(3,861,549	)		(3,594,287	)
Accumulated losses attributable to the non-controlling interest		784,472			751,578			820,013			751,578
Accumulated losses Bioxytran		(2,948,819	)		(2,842,709	)		(3,041,536	)		(2,842,709	)

Net equity non-controlling interest		(623,522	)		(590,628	)	$	(659,063	)	$	(590,628	)

As at ~~March 31,~~September 30, 2023 and at December 31, 2022 there are ~~30,000,000~~19,650,000 issued and ~~19,650,000~~outstanding ~~shares;~~shares of Common Stock; 15,000,000 Common shares are held by Bioxytran and 4,650,000 Common shares are held by anthe affiliate. An additional 4,500,000 options are also held by anthe affiliate. The option ~~agreements include provisions~~agreement includes a provision for dilutive issuance and cash-less exercise.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Employment contracts

Our Executive Officers have entered into employment contracts and confidentiality, non-disclosure and assignment of invention agreements. The most substantial provisions include;

	●	Compensation of three (3) times the employee’s annual salary upon the Termination Date and any target bonus earned, or if termination occurs within 12 months of a change in control, then the terminated employee shall receive two (2) times the employee’s annual salary and 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 employment termination, for 12 months.

	●	Provide outplacement services through one or more outside firms of the employee’s choosing up to an aggregate of $50,000.

There are no other arrangements or plans in which we provide pension, retirement or similar benefits for any of Executive Officers or Directors.

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 12 – SUBSEQUENT EVENTS

The Company has evaluated events from ~~March 31,~~September 30, 2023 through the date the financial statements were issued. ~~The~~and did not, other than what is disclosed in the below, identify any further subsequent events requiring ~~disclosure for this period are as follows;~~

~~Extension of Maturity of Convertible Notes~~

~~On April 28 the Company extended the Maturity of a $1,000,000~~ ~~convertible note to August 31, 2023~~

~~On May 10, 2023 the Company extended the Maturity of three (3) convertible notes for a value of $1,165,000~~ to ~~April 30, 2024~~. ~~The interest rate was renegotiated to 10%, from the former 6%, and the Company received the right to repurchase the note at 120% of face-value plus interest, after 60 days of the extension.~~

~~For the brokerage of the deal, our Investment Banker was compensated with~~ ~~800,000~~5~~-year warrants exercisable at $0.20/share, valued at $0.4358, based on Black and Scholes Option Pricing Model, for a total value of $348,637~~.

~~Common Stock~~disclosure.

Shares ~~issued in private placement~~

~~Cash Investment~~

~~On April 18, 2023 the Company issued~~ ~~78,125~~ ~~shares of Common Stock against $25,000, or $0.32/share.~~

~~Debt Restructure~~

On April 14, 2023, the transactions set forth below were approved by the Company’s Board of Directors with an objective to reduce the Company’s debt at a price equal to the Company’s Private Placement Memorandum (“PPM”) currently in place, or $~~0.32/share.~~

~~137,656~~ ~~shares of Common Stock were issued against supplier invoices amounting to $44,050~~.

~~6,763,562~~ ~~shares of Common Stock were issued to offset an affiliate against invoices paid on behalf of the Company and accrued salaries to our Officers, for a total value of $2,164,340~~.

~~Shares Awarded~~awarded under the 2021 Stock Plan:

On ~~April 18,~~October 27, 2023, the Company ~~issued~~granted ~~80,000~~53,815 shares ~~of Common Stock, awarded in January 2023,~~ to ~~four Board Members in reward of their attendance at Board and Committee meetings during the fourth quarter of 2022. The total fair market value at the time of the award was $38,400, or $0.48/share.~~

~~On April 18, 2023 the Company issued~~ ~~2,000~~ ~~shares of Common Stock, awarded in January 2023, to an~~three Scientific Advisory Board Members ~~in compensation~~ for ~~the fourth quarter of 2022. The total fair market value at the time of the award was $960, or $0.48/share.~~

~~On April 18, 2023~~their contribution to the Company ~~issued~~ ~~30,000~~ ~~shares of Common Stock, awarded in January 2023, to three Board Members in reward of their attendance at Board and Committee meetings~~ during the ~~first~~third quarter of 2023. The total fair market value at the time of the award was $~~12,750~~10,386, or $~~0.425~~0.193/share.

On ~~April 18,~~October 27, 2023, the Company ~~issued~~granted ~~2,000~~233,163 shares ~~of Common Stock, awarded in January 2023,~~ to ~~an Advisory~~four Board Members in ~~compensation for~~reward of their contribution and their attendance at Board and Committee meetings during the ~~first~~third quarter of 2023. The total fair market value at the time of the award was $~~850~~45,000, or $~~0.425~~0.193/share.

~~Management sees no further subsequent events requiring disclosure.~~Stock options forfeited under the 2021 Stock Plan:

On October 30, 2023, 45,000 options were forfeited by expiration and returned to the 2021 stock plan.

1617

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, 2022, included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 31, 2023. 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~~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 ~~significantly~~ less than ~~$3,700,000,~~$5,300,000, we can likely repay the ~~ten~~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 ~~Needham,~~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, Pharmalectin Inc. (“Pharmalectin” or the “Subsidiary”), of which we currently have 85% ownership,~~Subsidiary is ~~focused on the development, manufacturing and commercialization of therapeutic drugs designed to address viral diseases in humans. Pharmalectin has developed~~continuing our clinical trials with a ~~novel method designed to reduce the viral load and modulate the immune system using a galectin inhibitor. Our lead drug~~ candidate named, ~~ProLectin-Rx, is~~ProLectin a complex polysaccharide derived from galactomannan and pectin respectively, that binds to, and blocks the activity of galectin-1 and -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 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.

~~A Proof-of-Concept~~ProLectin-M’s clinical trial ~~approved by the IRB at Mazumdar Shaw Medical Center, Narayana Health in Bangalore, India was finalized in October 2020.~~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 ~~14,~~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.

Results from our latest Phase 2 trial on COVID-19 ~~Patients~~patients conducted at ESIS Medical College and Hospital, Sanath Nagar, Hyderabad, India were published in ~~medRxiv~~ in the peer-reviewed journal Virus: An Oral Galectin ~~approach to lower covid transmission - Drug Development for clinical use~~Antagonist in COVID-19—A Phase II Randomized Controlled Trial on ~~November 16, 2022,~~February 23, 2023, show positive ~~topline safety and efficacy~~ results of its randomized, placebo-controlled Phase 2 clinical trial in 34thirty-four (34) patients with mild-to-moderate COVID-19. During the 7seven (7) days of treatment, an orally administered Galectin Antagonist in the form of a chewable tablet was administered 8eight (8) times per day on an hourly basis. The endpoint was a statistically significant reduction in viral load measured by the number of patients reaching a below threshold PCR value (Ct value ≥ 29) by day 7. The trial met its endpoint with a ~~100%~~one hundred percent (100%) response rate by day 7 versus 6%six percent (6%) in placebo, which was statistically significant (p-value = .001). Our analysis also revealed an ~~88%~~82% response rate by day 3, which was statistically significant (p-value = .001). There were no drug-related serious adverse events (SAE’s) in the patient population or viral rebounds by day 14fourteen (14) in the patient population.

1718

On April 19, 2023, the Company announced that its long awaited Acellular Oxygen Carrier (“AOC”) BXT-25 had been successfully tested in animals. The initial results are very encouraging because they show the non-toxicity of the experimental drug, along with the corresponding full recovery in Swiss Albino mice, in an experiment carried out in a joint venture with NDPD Pharma, Inc. As a next step, the Company intends to proceed with a 14-day repeated dose toxicity study using New Zealand Rabbits and Wistar Rats as funding permits.

On August 31, 2023 the Company published a pre-print of a future article named: Evaluation of Complex Carbohydrates Showing Broad-Spectrum Antiviral Activity against SARS-CoV-2, Influenza-a (H1N1) and Human Respiratory Syncytial Virus (hRSV) Strain A2 in ‘In Vitro’ Setting. With a conclusion that both ProLectin-I and ProLectin-M have been reported to exhibit broad-spectrum antiviral activity in ‘in-vitro’ setting. ProLectin-M reducing influenza-A virus by 95% and hRSC strain A2 by 65%. To better understand broad spectrum antiviral activity of ProLectin-I and ProLectin-M, further pre-clinical research is warranted.

On August 21, 2023, the US Food and Drug Administration (“FDA”) approved the Company’s IND #153742, filed under the title “PROTECT: ProLectin-M, a nucleocapsid TErminal GaleCTin antagonist for COVID-19 (PROTECT), a Randomized, Double-blinded Clinical Trial to Evaluate the Efficacy and Safety in Non-Hospitalized Adult Participants with COVID-19”. The trial is expected to start early 2024, provided we obtain adequate funding.

On December 2, 2022, India’s Central Drugs Standard Control Organisation (CDSCO) issued an IND with permission to conduct: “A Phase 1b/2a Randomized, Blinded, placebo-controlled Study in Participants with Mild to Moderate COVID-19 to Evaluate the Safety, Efficacy, and Pharmacokinetics of Orally Administered ProLectin-M”. The ~~study will continue by~~Company is currently recruiting patients for the ~~filing~~trial and initial dosage of ~~an Emergency IND with the FDA in the first quarter of 2023, provided we obtain adequate funding. An IND was consecutively filed with the FDA~~patients is planned to start on, ~~March 13, 2022.~~or around, October 1, 2023.

On January 27, 2023, an additional IND with the CDSCO was issued for ProLectin-I for an IV“IV treatment of SARS-CoV-2 in hospitalized patients with moderate ~~(Hospitalized patients)~~ Covid-19 infections ~~(ProLectin-I)~~and for Long Covid”, ~~Long Covid,~~ and ~~of treatment~~for ProLectin-F for “treatment of lung-fibrosis ~~as a result of use of ventilator in treatment of Covid-19 (ProLectin-F), respectively.~~

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 four (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 hadresulting from an ~~accumulated deficit of $12,002,683 as at March 31, 2023. The accumulated deficit as at December 31, 2022 was $11,217,600.~~earlier Covid infection”.

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.

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 two (2) convertible loans outstanding at a total face value of $1,900,000. As shown in the accompanying unaudited condensed consolidated financial statements, the Company had an accumulated deficit of $14,451,092 as at September 30, 2023. The accumulated deficit as at December 31, 2022 was $11,217,600.

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED ~~MARCH 31,~~SEPTEMBER 30, 2023 ~~and 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 of the fourth quarter of 2021 the Company has engaged in research and development activities through its Subsidiary, Pharmalectin, Inc., developing the ~~ProLectin-Rx.~~Company’s anti-viral therapeutic ProLectin. Additionally, during the first half of 2023, the Company successfully developed a GLP facility and initiated preliminary animal testing of our hypoxia platform technology: Acellular Oxygen Carrier (“AOC”), with an expected start date in early 2024 for pre-clinical testing and studies.

Research and Development

	Three months ended				Three months ended					Nine months ended
	March 31, 2023		March 31, 2022		September 30, 2023			September 30, 2022		September 30, 2023		September 30, 2022
Research and development:
Process development	$	—	$	—	$	150,000		$	—	$	275,439	$	—
Product development		—		58,888		—			23,857		19,938		123,580
Regulatory		57,004		76,592		35,129			76,222		94,643		223,506
Clinical trials		64,000		48,850		145,000			353,650		206,750		387,500
Project management		18,000		55,795		(14,000	)		21,000		8,000		23,410
Total research and development	$	139,004	$	240,125	$	316,129		$	474,729	$	604,771	$	757,995

During the three months ended March 31, 2023, the Company recorded $139,004 in R&D expenses. During the three months ended March 31, 2022, the Company recorded $240,125. The significant difference is due to a lack of funding.

During the three months ended September 30, 2023, the Company recorded $316,129 in R&D expenses. During the three months ended September 30, 2023, the Company recorded $474,729 in R&D expenses. During the nine months ended September 30, 2023, the Company recorded $604,771 in R&D expenses. During the nine months ended September 30, 2023, the Company recorded $757,995 in R&D expenses. During the nine months ending in September, 2023, $264,393 was invested in, ProLectin, while 340,377 was invested in the AOC. All prior development was focused on ProLectin, only.

General and Administrative

	Three months ended				Three months ended					Nine months ended
	March 31, 2023		March 31, 2022		September 30, 2023		September 30, 2022			September 30, 2023		September 30, 2022
General and administrative expenses:
Payroll and related expenses	$	359,142	$	394,614	$	375,459	$	(724,818	)	$	1,128,130	$	9,792
Costs for legal, accounting and other professional services		43,113		4,825		17,455		56,863			137,626		87,683
Promotional expenses		165,251		117,200		66,500		53,000			595,449		201,700
Miscellaneous expenses		30,132		39,942		71,362		51,351			170,142		143,448
Total general and administrative	$	597,638	$	556,581	$	530,777	$	(563,604	)	$	2,031,347	$	442,623

	Payroll and related expenses for the three months ended ~~March 31,~~September 30, 2022 were $375,459 for the 3 months ended September 30, 2023 ~~were $359,142 compared to $394,614~~and $1,128,130 for the nine months ended September 30, 2023. The amount was negative $724,818 for the three months ended ~~March 31, 2023.~~September 30, 2022 while the nine months ended up in $9,792, as the company management forfeited their accrued salary.

	The Costs for legal, accounting and other professional services for the three and ~~Three~~nine months ended ~~March 31,~~September 30, 2023 were $17,455 and $137,626 respectively, as compared to $56,863 and $87,683 for the three and nine months ended September 30, 2022. The increased ~~due to a refund~~costs are for contracted investments services for an amount of ~~consulting fees~~$50,000 in the ~~first~~second quarter of ~~2022.~~2023.

	Promotional expensesfor the ~~Three~~three and nine months ended ~~March 31,~~September 30, 2023 were ~~$165,251,~~$66,500 and $595,449 respectively, as compared to ~~$117,200~~$53,000 and $201,700 for the ~~Three~~three and nine months ended ~~March 31,~~September 30, 2022. The increase costs stock promotion incurred by the Company’s return to being listed on OTCQB. The Company has currently a non-reimbursable advance paid Public Relations Agreement running through July 31, 2024.

	Miscellaneous G&A expenses during the three and nine months ended ~~March 31,~~September 30, 2023 was $71,362 and $170,142, respectively. During the three and nine months ended September 30, 2022 was ~~$30,132~~$51,351 and ~~$39,942, respectively. The difference is due to a temporary warehouse space in the first three months of 2022~~$143,448.

Stock-based Compensation

	Three months ended				Three months ended				Nine months ended
	March 31, 2023		March 31, 2022		September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Compensation expense to BoD and Management	$	12,750	$	6,400	$	52,940	$	25,600	$	74,740	$	82,740
Compensation expense to consultants		850		16,000		85,618		47,907		82,528		59,890
Total compensation expense	$	13,600	$	22,400	$	138,558	$	73,507	$	157,268	$	142,630

Stock-based compensation amounted to $138,558 for the three months ended September, 2023. The stock-based compensation for the three months ended September 30, 2022 was $73,507. Stock-based compensation amounted to $157,268 for the nine months ended September, 2023. Stock-based compensation amounted to $142,630 for the nine months ended September, 2022.

~~Stock-based compensation mounted to $13,600 for the three months ended March 31, 2023. The stock-based compensation for the three months ended March 31, 2022 was $22,400.~~

Other expenses

	Three months ended				Three months ended				Nine months ended
	March 31, 2023		March 31, 2022		September 30, 2023		September 30, 2022		September 30, 2023		September 30, 2022
Other (expenses):
Interest expense		67,221		52,035	$	48,701	$	44,281	$	155,399	$	150,796
Debt discount amortization		—		49,084		—		30,860		—		121,369
Amortization of warrants		—		42,250		—		141,322		348,637		304,941
Amortization of IP		514		911		1,803		911		4,505		2,733
Total other income (expenses)	$	67,735	$	144,280	$	50,504	$	217,374	$	508,541	$	458,470

During the three months ended March 31, 2023, the Company recorded an interest expense of $67,221 and $514 in amortization of the company’s IP. During the three months ended March 31, 2022, the Company recorded $49,084 in amortization of debt discount and $42,250 in issuance of warrants in connection with a capital raise while the interest expense was $52,035 and $911 was amortized from the Company’s IP.

During the three months ended September 30, 2023, the Company recorded $48,701 in interest expense, $1,803 was amortized from the Company’s IP. During the three months ended September 30, 2022, the Company recorded $30,860 in amortization of debt discount while the interest expense was $44,281, $911 was amortized from the Company’s IP while the amortization of warrants amounted to 141,322.

During the nine months ended September 30, 2023, the Company amortized $4,505 from the Company’s IP and $348,637 in amortization of warrants, as compared to, $2,733 in IP amortization and $304,941 of warrant amortization of for the nine months ended September 30, 2022. The interest for the nine months ended September 30, 2023 for the convertible notes amounted to $155,399, as compared to $150,796 for the nine months ended September 30, 2022, were also $121,369 was recorded as amortization of debt discount for this latter period.

Non-Controlling Interest

Three months ended
March 31, 2023 March 31, 2022
Net loss attributable to the non-controlling interest $ 32,894 $ 51,116
Three months ended Nine months ended

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

Net loss attributable to the non-controlling interest $ 34,777 $ 79,506 $ 68,435 $ 142,314

For the three months ended March 31, 2023 and 2022 there was a non-controlling interest attribution of $32,894 and 51,116 respectively. The significant difference is due to a significant reduction in the R&D activities in the current year due to lack of capital.
For the three months ended September 30, 2023 and 2022 there was a non-controlling interest attribution of $34,777 and 79,506 respectively. For the nine months ended September 30, 2023 and 2022 there was a non-controlling interest attribution of $68,435 and $142,314 respectively. The significant difference is directly related to the Company’s R&D activities due to lack of capital.

# of shares # of options March 31, 2023 December 31, 2022
Minority owners cash investment 4,650,000 $ 160,485 $ 160,485
Bioxytran interest in subsidiary 15,000,000 1,500 1,500
Issued stock options @ $0.33 4,500,000 450 450
Total oustanding 19,650,000 4,500,000 $ 162,435 $ 162,435
21

# of shares # of options *
September 30, 2023
December 31, 2022
Minority owners cash investment 4,650,000 $ 160,035 $ 160,035
Bioxytran invested equity 15,000,000 1,500 1,500
Issued stock options @ $0.33 4,500,000 450 450
Total outstanding 19,650,000 4,500,000 $ 162,435 $ 162,435
~~There are currently 30,000,000~~
As at September 30, 2023 and at December 31, 2022 there are 19,650,000 issued and ~~19,650,000~~ outstanding shares; 15,000,000 ~~Common~~ shares (76%~~) are held by Bioxytran and 4,650,000 Common shares (24%~~) of Common Stock are held by Bioxytran and 4,650,000 shares of Common Stock are held by the affiliate. Further, an additional 4,500,000 options to purchase shares of Common Stock exercisable at $0.33 are held by the affiliate. An additional 4,500,000 options are also held by an affiliate. The option agreement includes provisions for dilutive issuance and cash-less exercise. The beneficial ownership of the affiliate includes Mike Sheikh, Ola Soderquist and David Platt.

* The option agreement is held by the affiliate and includes a provision for dilutive issuance and cash-less exercise. If exercised at September 30, 2023 the provisions would result in an issuance of 16,782,316 shares at an average conversion-price of $0.0885. The beneficial ownership of the affiliate includes the Company’s management. If external ownership would exceed 49% of the Subsidiary, the remaining options can be converted into shares in Bioxytran (BIXT) at a fixed conversion rate of 1.18864 shares per option share.
Net Loss

Three months ended
March 31, 2023 March 31, 2022
Net loss attributable to Bioxytran $ (785,083 ) $ (912,270 )

Loss per common share, basic and diluted $ (0.01 ) $ (0.01 )

Weighted average number of common shares outstanding, basic 123,495,291 110,840,998
Three months ended Nine months ended

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

Net loss attributable to Bioxytran $ (1,000,795 ) $ (75,233 ) $ (3,233,096 ) $ (1,706,671 )

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

Weighted average number of Common shares outstanding, basic 136,443,056 116,393,899 129,441,332 112,712,305

The Company generated a net loss for the three months ended September 30, 2023 of $1,000,795. In comparison, for the three months ended September 30, 2022, the Company generated a net loss of $75,233. The Company generated a net loss for the nine months ended September 30, 2023 of $3,233,096. In comparison, for the nine months ended September 30, 2022, the Company generated a net loss of $1,706,671. The significant difference is directly related to the management’s forfeiture of their accrued salary in the third quarter of 2022.
The Company generated a net loss for the three months ended March 31, 2023 of $785,083. In comparison, for the three months ended March 31, 2022, the Company generated a net loss of $912,270. The significant difference is due to a significant reduction in the R&D activities in the current year due to lack of capital.
CASH-FLOWS

Three months ended Nine months ended
March 31, 2023 March 31, 2022 September 30, 2023 September 30, 2022
Net cash used in operating activities $ (186,890 ) $ (691,411 ) $ (682,749 ) $ (1,648,977 )

Net cash used in investing activities (4,711 ) (22,323 ) (37,740 ) (30,151 )

Net cash provided by financing activities 50,000 1,380,960 505,361 1,980,960

Net increase (decrease) in cash $ (141,600 ) $ 667,226 $ (215,128 ) $ 301,832
Cash, beginning of period 295,401 72,358 295,401 72,358
Cash, end of period 153,801 739,584 80,273 374,190

Net cash used in operating activities was ~~$186,890~~$682,749 and ~~$691,411~~$1,648,977 for the ~~Three~~nine months ended ~~March 31,~~September 30, 2023 and 2022, respectively. The decrease was due to a reduction of the research and development activities due to lack of funding.

In the ~~Three~~nine months ended ~~March 31,~~September 30, 2023 the Company is in the process of filing a patent, and ~~$4,711~~$37,740 was spent in legal fees. In the ~~Three~~nine months ended ~~March 31,~~September 30, 2022 the amount was ~~$22.323.~~$30,151.

~~Cash flows from financing activities~~ ~~were $50,000 and $1,380,960~~ During the nine months ending September 30, 2023, the Company had raised $505,361 through issuance of common shares. In the period ended September 30,2022 the company entered agreements for thirty-eight (38) convertible notes at 6% interest, with net cash proceeds of $1,380,460 as well as a cash investment in the ~~Three months ended March 31, 2023 and 2022, respectively.~~Company’s subsidiary of $600,000. The convertible notes have, since then, been converted to Common Stock.
The available cash was ~~$153,801~~$80,273 and ~~$739,584~~$374,190 in the end of the ~~Three~~Nine months ended ~~March 31,~~September 30, 2023 and 2022, respectively.

2022
LIQUIDITY AND CAPITAL RESOURCES
~~Current Assets~~
Cash and Cash Equivalents

March 31, 2023 December 31, 2022 September 30, 2023 December 31, 2022
Current assets:
Cash $ 153,801 $ 295,401 $ 72,358 $ 295,401
Total current assets $ 153,801 $ 295,401 $ 72,358 $ 295,401

As of ~~March 31,~~September 30, 2023, our current assets consisted of ~~$153,801 in~~$72,358 of cash at December 31, 2022 we had $295,401 inof cash.

Current Liabilities

March 31, 2023 December 31, 2022 September 30, 2023 December 31, 2022
Current liabilities:
Accounts payable and accrued expenses $ 975,227 $ 749,395 $ 352,572 $ 749,395
Accounts payable related party 1,100,869 709,727 — 709,727
Un-issued shares liability 1,810 960 10,386 960
Un-issued shares liability related party 51,150 38,400 45,000 38,400
Loan from related party 25,000 —
Convertible notes payable, net of discount 2,165,000 2,165,000 1,900,000 2,165,000
Total current liabilities 4,294,056 3,663,482 2,332,958 3,663,482

At ~~March 31,~~September 30, 2023 we had total liabilities of ~~$4,294,056,~~$2,332,958, which consisted of ~~$2,076,095~~$352,572 in accounts payable and accrued expenses (of which ~~$1,100,869~~none was payable to related parties), ~~$52,960~~$55,386 in un-issued shares (of which ~~$51,150~~$45,000 was payable to related parties), and ~~$2,165,000~~$1,900,000 in ~~four~~two remaining convertible ~~loans.~~loans, there is also a none-interest loan from a related party. At December 31, 2022 total liabilities were $3,663,482, consisting of $1,459,121 in accounts payable and accrued expenses (of which $709,727 was payable to related parties), $39,360 in un-issued shares (of which $38,400 was payable to related parties) and $2,165,000 in the form of four convertible loans net of discount. ~~More details on the account payables can be found under Notes 6 and 7 in the Financial Statements.~~

Net Working Capital and Accumulated Deficit

March 31, 2023 December 31, 2022
Net working capital $ (4,140,255 ) $ (3,368,081 )

Accumulated deficit $ (12,002,683 ) $ (11,217,600 )
September 30, 2023 December 31, 2022
Net working capital $ (2,252,685 ) $ (3,368,081 )

Accumulated deficit $ (14,451,092 ) $ (11,217,600 )

At ~~March 31,~~September 30, 2023, the net working capital was negative ~~$4,140,255~~$2,252,685 and the accumulated deficit of ~~$12,002,683.~~$14,451,092. Comparatively, on December 31, 2022, we had net working capital of negative $3,368,081 and an accumulated deficit of $11,217,600. ~~The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of June 2023.~~ We believe that we must raise ~~not less than~~an additional $3,700,000 to be able to continue our business operations for the next 15 months.

~~Cash Proceeds from Financing Activities~~
Three months ended
March 31, 2023 March 31, 2022
Cash proceeds from financing activities
Proceeds from stock transactions $ 50,000 $ —
Proceeds from issuance of convertible notes payable — 1,380,461
Net cash provided by financing activities $ 50,000 $ 1,380,461
During the Three months ending March 31, 2023, the Company had raised $50,000 through issuance of common shares. In the period ended March 31,2022 the company entered agreements for thirty-eight (38) convertible notes at 6% interest, with net cash proceeds of $1,380,461.
21
Upcoming Financing Activities

On September 19, 2023 the Company filed a Form S-1, declared effective by the SEC on September 29, 2023, wherein the Company has an option, but not an obligation, to sell up to 11 million shares of Common Stock, for an amount of $1,683,000. The Company ~~intends~~is also pursuing other alternative sources of investment. The Company filed a Form D with the SEC on March 13, 2023, disclosing our intention to ~~issue a Private Placement Offering under Regulation D in the order of $6~~raise up to $5.0 million in ~~the spring of 2023.~~debt or equity.

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.
23
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
September 30, 2023 December 31, 2022

Interest on notes payable $ 185,967 $ 134,581
Convertible notes payable 1,900,000 2,165,000
Total $ 2,085,967 $ 2,299,581
As at September 30, 2023, our contractual obligations include two convertible notes, for a total of $1,900,000 and of accrued interest for these notes mounting to $185,967, as at December 31, 2022 there were four convertible notes, for a total of $2,165,000 and of accrued interest for these notes mounting to $134,581. Both notes are Rule 144 eligible. The maturity date for a note of $1,000,000 is December 31, 2023, while the remaining note of $900,000 has a maturity date of April 30, 2024.
Our Executive Officers have entered into employment contracts and confidentiality, non-disclosure and assignment of invention agreements. The most substantial provisions include;
● Compensation of three (3) times the employee’s annual salary upon the Termination Date and any target bonus earned, or if termination occurs within 12 months of a change in control, then the terminated employee shall receive two (2) times the employee’s annual salary and 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 employment termination, for 12 months.
● Provide outplacement services through one or more outside firms of the employee’s choosing up to an aggregate of $50,000.
There are no other arrangements or plans in which we provide pension, retirement or similar benefits for any of Executive Officers or Directors.
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.

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 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.

24
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~~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~~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.

22
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 ~~March 31,~~September 30, 2023, (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 ~~March 31,~~September 30, 2023. 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.
25

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 ~~of March 31,~~at September 30, 2023, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.
23
~~No Attestation Report by Independent Registered Accountant~~
The effectiveness of our internal control over financial reporting as of March 31, 2023 has not been audited by our independent registered public accounting firm by virtue of our exemption from such requirement as a smaller reporting company.

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 3nine months ended ~~March 31,~~September 30, 2023 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.

2426

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.

Item 1A. Risk Factors
The ~~company~~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
~~On February 10, 2023 the Company issued 156,250~~Set forth below is information regarding shares of Common Stock ~~against $50,000,~~issued by us for the last three years, that were not registered under the Securities Act. Also included is the consideration received by us for such shares and information relating to the section of the Securities Act, or ~~$0.32/share~~rule of the Securities and Exchange Commission, under which exemption from registration was claimed.
● On July 24, 2023, 500,000 shares of Common Stock were sold in a private placement for the amount of $100,000, or $0.20/share.
● On August 21, 2023, 1,600,000 shares of Common Stock were exchanged for invoices in the amount of $145,000, or $0.09/share.
● On August 25, 2023, 505,186 shares of Common Stock were sold in a private placement for the amount of $68,200, or $0.135/share.
● On September 14, 2023, 5,824,741 shares of Common Stock were exchanged by the Company’s officers against invoices and salary past due in the amount of $786,340, or $0.135/share.
● On September 19, 2023, the Company issued 200,000 shares of Common Stock against $27,000, or $0.135/share.
● On September 19, 2023, the Company issued 370,370 shares of Common Stock against $50,000, or $0.135/share.
All funds received though these equity transactions will be used in the development of the ProLectin-M, and for operating expenses.

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.

Item 4. Mine Safety Disclosures
Not Applicable.

Item 5. Other Information

On September 21, 2023 the Subsidiary, Pharmalectin, Inc. was issued an additional international patent #WO2023178228A1 - Lectin-binding carbohydrates for treating viral infections.
Insider Trading Arrangements
None of the Company’s directors or officers (as defined in Section 16 of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408(a) and (c) of Regulation S-K) during the Company’s fiscal quarter ended September 30, 2023.

2527

Item 6. Exhibits

Exhibit No. Title of Document

10.73*10.80 * Form of ~~Private Purchase~~Option Agreement dated June 4, 2021

10.74*31.1 ~~Form of Subscription Agreement~~*
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 ~~March 31,~~September 30, 2023 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~~
~~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 (embedded within the Inline XBRL 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.

2628

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: ~~May 12,~~November 2, 2023 By: /s/ David Platt
David Platt
Chief Executive Officer

/s/ Ola Soderquist
Ola Soderquist
Chief Financial Officer

2729

	Number of Warrants		Weighted-Average Grant-Date Fair Value
Non-vested as at January 1, 2022		—	$	—
Granted		264,030		0.25
Forfeited		—		—
Vested		—		—
Non-vested as at March 31, 2022		264,030	$	0.25

	Number of Shares		Fair Value per Share		Weighted Average Market Value per Share
Shares Issued as of January 1, 2022		18,706,909		0.003 – 1.49		0.088
Shares Issued		—		—		—
Shares Issued as of March 31, 2022		18,706,909	$	0.003 – 1.49	$	0.088

Shares Issued as of January 1, 2023		19,382,909		0.003 – 1.49		0.095
Shares Issued		—		—		—
Shares Issued as of March 31, 2023		19,382,909	$	0.003 – 1.49	$	0.095

	# of shares		# of options		March 31, 2023		December 31, 2022
Minority owners cash investment		4,650,000			$	160,485	$	160,485
Bioxytran interest in subsidiary		15,000,000				1,500		1,500
Issued stock options @ $0.33				4,500,000		450		450
Total oustanding		19,650,000		4,500,000	$	162,435	$	162,435

	# of shares		# of options *		September 30, 2023		December 31, 2022
Minority owners cash investment		4,650,000			$	160,035	$	160,035
Bioxytran invested equity		15,000,000				1,500		1,500
Issued stock options @ $0.33				4,500,000		450		450
Total outstanding		19,650,000		4,500,000	$	162,435	$	162,435

	Three months ended						Nine months ended
	March 31, 2023			March 31, 2022			September 30, 2023			September 30, 2022
Net cash used in operating activities	$	(186,890	)	$	(691,411	)	$	(682,749	)	$	(1,648,977	)

Net cash used in investing activities		(4,711	)		(22,323	)		(37,740	)		(30,151	)

Net cash provided by financing activities		50,000			1,380,960			505,361			1,980,960

Net increase (decrease) in cash	$	(141,600	)	$	667,226		$	(215,128	)	$	301,832
Cash, beginning of period		295,401			72,358			295,401			72,358
Cash, end of period		153,801			739,584			80,273			374,190

	Net cash used in operating activities was ~~$186,890~~$682,749 and ~~$691,411~~$1,648,977 for the ~~Three~~nine months ended ~~March 31,~~September 30, 2023 and 2022, respectively. The decrease was due to a reduction of the research and development activities due to lack of funding.

	In the ~~Three~~nine months ended ~~March 31,~~September 30, 2023 the Company is in the process of filing a patent, and ~~$4,711~~$37,740 was spent in legal fees. In the ~~Three~~nine months ended ~~March 31,~~September 30, 2022 the amount was ~~$22.323.~~$30,151.

~~Cash flows from financing activities~~ ~~were $50,000 and $1,380,960~~	During the nine months ending September 30, 2023, the Company had raised $505,361 through issuance of common shares. In the period ended September 30,2022 the company entered agreements for thirty-eight (38) convertible notes at 6% interest, with net cash proceeds of $1,380,460 as well as a cash investment in the ~~Three months ended March 31, 2023 and 2022, respectively.~~Company’s subsidiary of $600,000. The convertible notes have, since then, been converted to Common Stock.

	The available cash was ~~$153,801~~$80,273 and ~~$739,584~~$374,190 in the end of the ~~Three~~Nine months ended ~~March 31,~~September 30, 2023 and 2022, respectively.

	March 31, 2023			December 31, 2022
Net working capital	$	(4,140,255	)	$	(3,368,081	)

Accumulated deficit	$	(12,002,683	)	$	(11,217,600	)

	September 30, 2023		December 31, 2022

Interest on notes payable	$	185,967	$	134,581
Convertible notes payable		1,900,000		2,165,000
Total	$	2,085,967	$	2,299,581

	●	On July 24, 2023, 500,000 shares of Common Stock were sold in a private placement for the amount of $100,000, or $0.20/share.
	●	On August 21, 2023, 1,600,000 shares of Common Stock were exchanged for invoices in the amount of $145,000, or $0.09/share.
	●	On August 25, 2023, 505,186 shares of Common Stock were sold in a private placement for the amount of $68,200, or $0.135/share.
	●	On September 14, 2023, 5,824,741 shares of Common Stock were exchanged by the Company’s officers against invoices and salary past due in the amount of $786,340, or $0.135/share.
	●	On September 19, 2023, the Company issued 200,000 shares of Common Stock against $27,000, or $0.135/share.
	●	On September 19, 2023, the Company issued 370,370 shares of Common Stock against $50,000, or $0.135/share.

Exhibit No.		Title of Document

10.73*10.80	*	Form of ~~Private Purchase~~Option Agreement dated June 4, 2021

10.74*31.1		~~Form of Subscription Agreement~~*

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 ~~March 31,~~September 30, 2023 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~~

~~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 (embedded within the Inline XBRL document)~~

	BIOXYTRAN, INC.

Date: ~~May 12,~~November 2, 2023	By:	/s/ David Platt
		David Platt
		Chief Executive Officer

		/s/ Ola Soderquist
		Ola Soderquist
		Chief Financial Officer