UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, ~~2021~~2022

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

For the transition period from_____________ to _____________

Commission file number: 001-35027

BIOXYTRAN, INC.

(Exact name of registrant as specified in its charter)

Nevada

2834

26-2797630

(State or other jurisdiction

of
incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

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

617-454-1199

(Registrant’s telephone number, including area code)

~~Securities registered pursuant to Section 12(b) of the Act: None~~

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 August ~~10, 2021~~15, 2022
Common Stock, $0.001 par value per share			~~109,871,998~~111,496,166 shares

BIOXYTRAN, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

	Item 1.	Unaudited Condensed Consolidated Financial Statements	1

		Balance Sheets as of June 30, ~~2021~~2022 and December 31, ~~2020~~2021 (Unaudited)	1

		Statements of Operations for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (Unaudited)	2

		Statement of Changes in Stockholders’ ~~Equity (Deficit)~~Deficit for the six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (Unaudited)	3

		Statements of Cash Flows for the six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (Unaudited)	4

		Notes to Unaudited Condensed Consolidated Financial Statements	5

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1716

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2422

	Item 4.	Controls and Procedures	2422

PART II - OTHER INFORMATION

	Item 1.	Legal Proceedings	2624

	Item 1A.	Risk Factors	2624

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2624

	Item 3.	Defaults Upon Senior Securities	2624

	Item 4.	Mine Safety Disclosures	2624

	Item 5.	Other Information	2624

	Item 6.	Exhibits	2825

SIGNATURES		29	26

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

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements: BIOXYTRAN, Inc., June 30, ~~2021~~2022

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, ~~2021~~2022 AND DECEMBER 31, ~~2020~~2021

(UNAUDITED)


	June 30, 2021			December 31, 2020			June 30, 2022			December 31, 2021
ASSETS
Current assets:
Cash	$	388,043		$	41,688		$	500,677		$	72,358
Pre-paid expenses		499,300			274,715
Total current assets		887,343			316,403			500,677			72,358

Intangibles, net		18,954			10,000			67,548			46,932

Total assets	$	906,297		$	326,403		$	568,225		$	119,290

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	151,420		$	348,127		$	556,835		$	624,316
Accounts payable related party		—			307,176			1,062,000			531,000
Convertible notes payable, net of premium and discount, related party		1,000,000			—
Un-issued shares liability								60,150			—
Un-issued shares liability related party								56,240			—
Convertible notes payable, net of premium and discount		1,062,253			1,612,356			3,593,650			2,122,181
Total current liabilities		2,213,673			2,267,659			5,328,875			3,277,497

Total liabilities		2,213,673			2,267,659			5,328,875			3,277,497

Commitments and contingencies		—			—			—			—

Stockholders’ equity (deficit):
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; 109,871,998 issued and outstanding as at June 30, 2021 and 97,450,673 as at December 31, 2020		109,872			97,451
Common Stock, $0.001 par value; 300,000,000 shares authorized; 110,840,998 issued and outstanding								110,841			110,841
Additional paid-in capital		4,736,091			1,795,125			5,876,859			5,881,876
Non-controlling interest		1,086,992			888,091			(460,063	)		(397,256	)
Accumulated deficit		(7,240,331	)		(4,721,923	)		(10,288,287	)		(8,753,668	)
Total stockholders’ equity (deficit)		(1,307,376	)		(1,941,256	)
Total stockholders’ deficit								(4,760,650	)		(3,158,207	)

Total liabilities and stockholders’ equity (deficit)	$	906,297		$	326,403
Total liabilities and stockholders’ deficit							$	568,225		$	119,290

See the accompanying notes to these unaudited condensed consolidated financial statements

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)


	Three months ended						Six months ended						Three months ended						Six months ended
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020			June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Operating expenses:
Research and development	$	718,652		$	—		$	1,065,685		$	—		$	43,141		$	718,652		$	283,266		$	1,065,685
General and administrative		272,614			102,418			839,934			212,960			447,360			272,614			1,003,941			839,934
Compensation Expense		51,050			9,491			825,608			164,992
Stock based compensation expense														46,723			51,050			69,123			825,608
Total operating expenses		1,042,316			111,909			2,731,227			377,952			537,224			1,042,316			1,356,330			2,731,227

Loss from operations		(1,042,316	)		(111,909	)		(2,731,227	)		(377,952	)		(537,224	)		(1,042,316	)		(1,356,330	)		(2,731,227	)

Other expenses:
Interest expense		(84,217	)		(740,424	)		(171,627	)		(848,154	)		(54,480	)		(84,217	)		(106,515	)		(171,627	)
Debt discount amortization		(17,103	)		(76,265	)		(17,103	)		(242,987	)
Total other income (expenses)		(101,320	)		(816,689	)		(188,730	)		(1,091,141	)
Debt discount and intangible amortization														(42,336	)		(17,103	)		(134,581	)		(17,103	)
Total other expenses														(96,816	)		(101,320	)		(241,096	)		(188,730	)

Net loss before provision for income taxes		(1,143,636	)		(928,598	)		(2,919,957	)		(1,469,093	)		(634,040	)		(1,143,636	)		(1,597,426	)		(2,919,957	)

Provision for income taxes		—			—			—			—			—			—			—			—
NET LOSS		(1,143,636	)		(928,598	)		(2,919,957	)		(1,469,093	)		(634,040	)		(1,143,636	)		(1,597,426	)		(2,919,957	)

Net loss attributable to the non-controlling interest		246,935			—			401,549			—			11,691			246,935			62,807			401,549

NET LOSS ATTRIBUTABLE TO BIOXYTRAN	$	(896,701	)	$	(928,598	)	$	(2,518,408	)	$	(1,469,093	)	$	(622,349	)	$	(896,701	)	$	(1,534,619	)	$	(2,518,408	)

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

Weighted average number of common shares outstanding, basic		103,371,579			97,031,673			101,753,891			92,144,316
diluted		119,868,472
Weighted average number of Common shares outstanding, basic and diluted														110,840,998			103,371,579			110,840,998			101,753,891

See the accompanying notes to these unaudited condensed consolidated financial statements

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ ~~EQUITY (DEFICIT)~~DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

Common Stock Preferred Stock Additional Paid in Capital
Shares Amount Shares Amount Common Preferred Accumulated Deficit Non-controlling Interest Total Equity
December 31, 2019 86,475,673 $ 86,476 0 $ 0 $ 1,355,542 $ — $ (2,241,305 ) $ 0 $ (799,287 )
Issuance of warrants 145,438 145,438
Conversion of warrants 750,000 750 0 (750 ) 0 —
Options issued and vested - 2010 Plan 5,004 5,004
Shares issued to BoD & Mgmnt - 2010 Plan 6,000 6 2,241 2,247
Shares issued to Consultants - 2010 Plan 650,000 650 147,600 148,250
Debt premium on convertible note (937,007 ) (937,007 )
Debt premium accretion 104,568 104,568
Shares issued for conversion of principal and accrued interest 350,000 350 33,782 34,132
Net loss (540,495 ) (540,495 )
March 31, 2020 88,231,673 $ 88,232 0 $ 0 $ 856,418 $ — $ (2,781,800 ) $ 0 $ (1,837,150 )

Options issued and vested - 2010 Plan 691 691
Shares issued to BoD & Mgmnt - 2010 Plan 8,800,000 8,800 0 0 8,800
Debt premium accretion 856,560 856,560
Net loss (928,598 ) (928,598 )
June 30, 2020 97,031,673 $ 97,032 0 $ 0 $ 1,713,669 — $ (3,710,398 ) $ 0 $ (1,899,697 )


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

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

Common Stock Preferred Stock Additional Paid in Capital
Shares Amount Shares Amount Common Preferred Accumulated Deficit Non-controlling Interest Total Equity
December 31, 2020 97,450,673 $ 97,451 0 $ 0 $ 1,795,125 $ — $ (4,721,923 ) $ 888,091 $ (1,941,256 )
Options issued and vested - 2021 Plan 6,750 6,750
Shares issued to BoD & Mgmnt - 2010 Plan 1,366,800 1,367 0 326,665 328,032
Shares issued to Consultants - 2010 Plan 1,832,400 1,832 437,944 439,776
Subsidiary stock transactions 450,000 450,000
Net loss attributable to the non-controlling interest (154,614 ) (154,614 )
Net loss (1,621,707 ) (1,621,707 )
March 31, 2021 100,649,873 $ 100,650 0 $ 0 $ 2,566,484 $ — $ (6,343,630 ) $ 1,183,477 $ (2,493,019 )

Options issued and vested - 2021 Plan 7,650 7,650
Shares issued to BoD & Mgmnt - 2021 Plan 90,000 90 0 15,210 15,300
Shares issued to Consultants - 2021 Plan 610,000 610 27,040 27,650
Shares issued to BoD & Mgmnt for conversion of debt 7,591,261 7,591 979,273 986,864
Shares issued to Consultants for conversion of debt 930,864 931 120,111 121,042
Forgiveness of related party

1,020,323

1,020,323

Subsidiary stock options 450 450
Subsidiary stock transactions 150,000 150,000
Net loss attributable to the non-controlling interest (246,935 ) (246,935 )
Net loss (896,701 ) (896,701 )
June 30, 2021 109,871,998 $ 109,872 0 $ 0 $ 4,736,091 $ — $ (7,240,331 ) $ 1,086,992 $ (1,307,376 )

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

Forfeiture 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	)
Ending balance, value		110,840,998	$	110,841		—		—	$	5,876,859		$	—	$	(10,288,287	)	$	(460,063	)	$	(4,760,650	)

See the accompanying notes to these unaudited condensed consolidated financial statements

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)


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

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

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

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

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

Six Months Ended
June 30,
2021 June 30,
2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,919,957 ) $ (1,469,093 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Debt discount amortization, incl. issuance of warrants 17,103 242,987
Default fee convertible notes — 666,456
Stock-based compensation 825,608 164,992
Changes in operating assets and liabilities:
Pre-paid expenses (224,586 ) —
Other receivable — 50,000
Accounts payable and accrued expenses 217,851 61,048
Accounts payable related party 674,290 87,176
Net cash used in operating activities (1,409,691 ) (196,434 )

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

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from subsidiary stock transactions 600,000 —
Proceeds from issuance of convertible notes payable 1,165,000 264,000
Repayment of convertible notes payable — (232,948 )
Net cash provided by financing activities 1,765,000 31,052

Net increase (decrease) in cash 346,355 (165,382 )
Cash, beginning of period 41,688 169,628
Cash, end of period $ 388,043 $ 4,246

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid $ — $ 91,362
Income taxes paid — —
NON-CASH INVESTING & FINANCING ACTIVITIES
Issuance of warrants — 145,438
Debt discount on convertible note 102,747 —
Debt premium on convertible note — 937,007
Accretion of debt premium to additional paid-in capital — 961,128
Common shares issued for the conversion of principal and accrued interest 1,107,906 34,132
Forgiveness of related party debt recorded to additional paid-in capital $ 1,020,323 $ —

See the accompanying notes to these unaudited condensed consolidated financial statements

��

BIOXYTRAN, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, ~~2021~~2022 AND ~~2020~~2021

(UNAUDITED)

NOTE 1 – BACKGROUND AND ORGANIZATION

Business Operations

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

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

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

Organization

Bioxytran, Inc. was organized on October 5, 2017 as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 authorized ~~common~~Common shares with a par value of $0.0001, and 5,000,000 ~~preferred~~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~~Preferred shares with a par value of $0.001. There are currently ~~109,871,998~~110,840,998 outstanding ~~shares,~~ ~~272,000~~ ~~cashless warrants with an average remaining~~shares. Collectively, our officers, our directors and one other stockholder own or exercise ~~time~~voting and investment control of ~~3.40~~85,823,272 ~~years at a price~~(77.4%) of $~~2.00~~our outstanding Common Stock. ~~and~~ ~~623,000~~ ~~options with an average remaining exercise time of~~ ~~1.63~~ ~~years at an average price of $0.59~~.

~~The Subsidiary~~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~~Common shares with a par value of $0.0001, and 5,000,000 ~~preferred~~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 ~~25,500,000~~30,000,000 issued and 19,650,000 outstanding shares ~~and~~of the Subsidiary’s Common Stock; ~~4,500,000~~15,000,000 ~~with an average remaining exercise time of~~ ~~4.90~~ ~~years at a price of $0.33~~; ~~21,000,000~~Common shares (8276.3%) are held by ~~the Company~~Bioxytran and ~~4,500,000 (~~184,650,000%) Common shares ~~by minority shareholders. The options, originally issued to the Subsidiary’s management under the 2017 Stock Plan,~~ are ~~currently~~ held by an ~~affiliated company.~~affiliate. The beneficial ownership of the affiliate includes the Company’s management.

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

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the ~~"SEC"~~“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, 2021 audited financial statements and notes that can be expected for the year ending December 31, 2022.

Principles of Consolidation

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Cash

For purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with aan 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~~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~~Common Stock using the “treasury stock” and/or “if converted” ~~method.~~methods as applicable.

At June 30, 2022, we would, based on the market price of $0.32/share, be obligated to issue approximately 23,745,998 shares of Common Stock upon conversion of the currently outstanding convertible notes (the “New Notes”) and 6,253,088 shares upon exercise of outstanding warrants and 620,000 shares upon exercise of outstanding options. For the New Notes, the shares total is based on $3,769,720 of currently outstanding principal, and unpaid interest.

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

The 2022 1-year notes (the “2022 Notes” and collectively with the 2021 Notes (the “New Notes”), have an interest rate of 6% and are convertible at a fixed price of $0.25. The New Notes contain a conversion limitation which prevents the holder(s) of the New Notes from converting if doing so would result in the holder beneficially owning more than 4.99% of our issued and 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 ~~form~~from transactions in a company’s own stock “. . . from the determination of net income or the results of operations under all circumstances.” During the six months ended June 30 2021, the Company sold ~~1.8 million~~shares in its subsidiary Pharmalectin ~~to external investors~~ for a total amount of $600,000. Accordingly, APIC ~~has been~~was adjusted with this amount for the six months ended June 30, 2021, no such ~~transaction~~transactions took place during the six months ended June 30, ~~2020.~~2022.

~~Income Taxes~~

The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or be settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion of the gross deferred tax asset will not be realized. The Company records interest and penalties related to income taxes as a component of provision for income taxes. The Company did not recognize any interest and penalty expense for the three and six months ended June 30, 2021 and 2020.

On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the change was signed into law. Accordingly, the Company adjusted its deferred tax assets and liabilities at December 31, 2020, using the new corporate tax rate of 21 percent.

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. ~~During~~

For the six months ended June 30, 2022 the Company incurred $283,266 in research and development expenses, while during the six months ended June 30, 2021 the Company incurred $1,065,685 ~~in research and development expenses, while during the six months ended March 31, 2020 the Company did not incur any such expenses.~~.

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

Fair Value

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

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

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt ~~Restructuring~~

~~We follow~~— 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 ~~provisions~~current models that require separation of ~~ASC 470-50, Modifications~~beneficial conversion and ~~Extinguishments,~~cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to ~~account~~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 ~~modifications~~convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or ~~extinguishments~~modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The adoption of debt instruments. Under ASC 470-50, modifications or exchanges are considered extinguishments with gains or losses recognized in current earnings if the terms of the new debt and original instrument are substantially different.

~~Recent Accounting Pronouncements~~

~~There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are~~ASU 2020-06 did not ~~expected to a~~ have ~~a material~~an impact on the Company’s financial ~~position, results of operations or cash flows.~~statements.

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

NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As at June 30, ~~2021,~~2022, the Company had cash of $~~388,043~~500,677 and a negative working capital of $~~1,326,329~~4,828,198. The Company has not yet generated any revenues from operations and has incurred cumulative net losses of $~~7,240,331~~10,288,287. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

During the six months ~~ending~~ended June 30, ~~2021,~~2022, the Company ~~had~~ raised a net of $~~600,000~~1,380,960 in cash proceeds from the issuance of ~~common stock in our Subsidiary and $1,165,000~~ ~~cash generating 1-year~~ convertible ~~notes at~~ 6~~% interest, with net cash proceeds of $1,045,150~~.notes. During the same period in ~~2020,~~2021, the Company raised a net of $~~264,000~~1,165,000 in cash proceeds from the issuance of convertible notes and ~~paid back~~ $~~242,938~~600,000. from the issuance of Common Stock of our subsidiary. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of September ~~2021.~~

2022 and is pursuing alternative opportunities to funding.

~~On June 24, 2021 the~~

The Company ~~issued an S-1 for~~ ~~5,300,000~~ ~~shares at $1/share, for an amount of $5,300,000~~ ~~with an estimated $477,000~~ ~~Dealer Manager Fee, aiming~~intends to raise ~~a net~~additional capital through private placements of $~~4,823,000. Further, the Company issued a selling shareholder prospectus for up to~~ ~~17,653,077~~ ~~shares through conversion of outstanding convertible notes at $0.13/share for a total of $2,165,000~~ ~~plus accrued interest.~~ ~~There~~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 dodoes not know the full extent or foresee ~~that~~the impact COVID-19 has ~~any impact for the Company and~~had on our business or our operations or its ability to carry out ~~their~~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 – ~~PRE-PAID EXPENSES AND OTHER CURRENT ASSETS~~

~~On June 30, 2021 there was $499,300~~ in Pre-paid Expenses for a Contract Research Organization (CRO) for the upcoming Indian Phase III clinical trial of ProLectin-M as an oral treatment of mild to moderate Covid-19 patients planned for the third quarter of 2021. At December 31, 2020, there were $~~274,715~~ ~~in Pre-paid Expenses.~~

~~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. NoNaN impairment charges were recorded for the six months ended June 30, ~~2021~~2022 and the year ended December 31, ~~2020.~~

2021.

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

SCHEDULE OF INTANGIBLES


	Estimated Life (years)		June 30, 2021		December 31, 2020		Estimated Life (years)		June 30, 2022			December 31, 2021
Capitalized patent costs		20	$	18,954	$	10,000		20	$	69,370		$	46,932
Accumulated amortization				0		0				(1,822	)		—

Intangible assets, net			$	18,954	$	10,000			$	67,548		$	46,932

NOTE 65 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

On June 30, ~~2021,~~2022, there was no$1,062,000 in accounts payable to related parties in the form of payroll and accrued ~~expenses.~~expenses and $56,240 in un-issued shares liability related party. On December 31, ~~2020~~2021 there was ~~$307,176~~$531,000 in ~~Accounts~~accounts payable to related parties.

The following table represents the major components of accounts payables and accrued expenses and other current liabilities at June 30, ~~2021~~2022 and at December 31, ~~2020:~~2021:

SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

	June 30, 2021		December 31, 2020		June 30, 2022		December 31, 2021
Accounts payable related party (1)	$	—	$	307,176	$	1,062,000	$	531,000
Professional fees		125,352		84,325		121,893		375,371
Other						2,310		—
Interest		20,735		263,135		122,300		85,685
Other accounts payable		5,333		667
Default Penalty		—		673,956
Convertible notes payable, net of premium and discount		2,062,253		938,400
Payroll taxes						47,832		32,010
Pension/401K						262,500		131,250
Un-issued share liability, consultant						60,150		—
Un-issued share liability, related party (2)						56,240		—
Convertible note payable						3,593,650		2,122,181
Total	$	2,213,673	$	2,267,659	$	5,328,875	$	3,277,497

(1)

~~Debt to related parties was on May 2, 2020 moved into convertible notes, and subsequently, on June 4, 2021 converted into common shares. At December 31, 2020 there was~~ $~~120,000~~420,000 to each the CFO and the CEO ~~for 20 months~~ of accrued salary ~~for the period May 2019 through December 2020,~~ and $~~67,176~~222,000 to the VPBD for salary and expenses due. At December 31, 2021 there was $210,000 to each the CFO and the CEO $111,000 to the VPBD for salary and expenses due.

(2)

There are currently 120,000 shares of Common Stock awarded but not issued to four Board Members in the ~~period May through December 2020.~~first six months of 2022. The total fair market value at the time of the award was $56,240.

NOTE 76 – CONVERTIBLE NOTES PAYABLE

Private Placement, 2021 Notes

Around May 3, 2021, we entered into four (4) Securities Purchase Agreements (the “2021 SPA’s”), under which we agreed to sell convertible promissory notes (the “2021 Notes”), in an aggregate principal amount of $2,165,000 with 6% interest.

~~As long as~~At any time after the ~~following convertible notes remain outstanding,~~issue date of the ~~Company is restricted from incurring any indebtedness or liens, except as permitted (as defined)~~Notes, The Holders of the Notes, (the “2021 Holders”), and cannot amend its charter in any matter that materially effects rights of noteholders, repay or repurchase more than de minimis number of shares of common stock other than conversion or warrant shares, repay or repurchasehave the option to convert all or any ~~portion of any indebtedness, or pay cash dividends.~~

~~Debt Restructuring~~

~~On April 16, 2020, SEC ordered, pursuant to Section 12(k)~~part of the ~~Securities Exchange Act of 1934, that trading of BIXT is suspended for the period~~ ~~April 16 through April 29, 2020~~.

~~As a result~~outstanding and unpaid principal amount and accrued and unpaid interest of the ~~SEC ordered suspension the Company defaulted on ten outstanding Convertible Notes; resulting in an increase~~2021 Notes into shares of ~~the interest to~~ 21~~% and the principal to increase to~~ ~~168% of principal loan amount. The convertible debt increased by $666,456~~ ~~to $1,604,856~~ ~~while the interest accrual increased to approximately $28,563/month. At the default date,~~ ~~April 16, 2020, remaining debt discount of $76,265~~ ~~was amortized to interest expense and the remaining debt premium of $856,560~~ ~~was accreted to additional paid-in capital.~~

~~On May 2 and 3, 2021, Bioxytran, Inc. (the “Company”) entered into nine Note Agreements for a total amount of $3,266,846~~ in 1~~-year notes (the “New Notes”), with an interest rate of~~ 6% ~~convertible~~our Common Stock at the ~~lower~~Conversion Price. The “Conversion Price” will be the lesser of (i) ~~a fixed price of $0.13,~~$.13 per share or (ii) 85% of the closing price of ~~any~~Any Qualified Financing, which ~~consist~~consists of any fundraising ~~receiving~~whereby the Company receives gross proceeds of not less than ~~$500,000.~~$500,000.

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

The Common Stock underlying the Notes, ~~require the Company prepare~~when issued, bear a restrictive legend and file a Registration Statement on Form S-1 within a period of 60 days from issuance of the New Notes. A Form S-1 was filed with the SEC on June 24, 2021 and was declared effective by SEC on July 23, 2021, wherein the notes havehas a 180-day lock-up period. They are currently eligible for resale under Rule 144.

~~The transactions set forth below were approved by~~If the ~~Company’s Board~~2021 Notes are converted prior to us paying off such note, it would lead to substantial dilution to our shareholders as a result of ~~Directors~~the conversion discounted for the 2021 Notes. There can be no assurance that there will be any funds available to pay off the 2021 Notes, or if available, on ~~June 4, 2021.~~terms that will be acceptable to us or our shareholders. 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.

Private Placement, 2022 Notes

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”).

Name
Amount due
June 30, 2021

Accrued interest
June 30, 2021
Converted notes Interest due at conversion
Converted
price
Stock issued for Note conversion
Notes sold in exchange for cash (1) $ 1,165,000 $ 10,270 $ $ $ — —
Notes issued in exchange for accounts payable related party (2) 981,466 5,398 0.13 7,591,261
Notes issued in exchange for accounts payable consultant (2) 120,380 662 0.13 930,864
Note issued in exchange for defaulted notes (3) 1,000,000 10,105 — —
$ 2,165,000 $ 20,375 $ 1,101,846 $ 6,060 8,522,125

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.

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

SCHEDULE OF OUTSTANDING CONVERTIBLE NOTES

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

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

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

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

	(1)	Net cash received for these notes were $1,045,150, after a Debt Discount of $119,850 was paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA / SIPC).
	(2)	The ~~notes were exchanged in exchange for $1,101,846~~ ~~of Accounts Payable due to three officers and two consultants, the notes were converted into equity on June 4, 2021.~~
~~(3)~~	~~The "Old Notes"~~“Old Notes” were paid off and assumed by a different entity/~~company that is considered a related party. Portions of the balance was forgiven and a~~company. A new note of $1,000,000 was ~~issued.~~issued to a third party.

~~The defaulted notes were returned to the Company on May 26, 2021. The debt forgiveness of $1,020,323~~ ~~recorded as additional paid-in capital.~~

Name
Due at
May 26, 2019
Principal
Amount Default Penalty Warrants Issued Term Exercise
Price Amortization
of Warrants Accrued Interest
Old Notes Defaulted $ 938,400 $ 673,956 272,000 5 2.00 $ 97,279 $ 407,967

~~As part of the pay-off, the debt originating from a January 20, 2021 summary judgement by the Supreme Court of the State of New York, County of Nassau, awarding Power Up damages in the amount of $420,750~~ ~~for Breach of Contact was agreed to be dismissed by prejudice. and as a result, the damages recorded in the first quarter of 2021 was reversed in the Statement of operations.~~

~~The outstanding warrants were transferred to the Company’s officers in lieu of interest on amounts due as at May 31, 2021~~.

Convertible notes payable consists of the following at June 30, ~~2021~~2022 and December 31, ~~2020:~~2021:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

	June 30, 2021			December 31, 2020		June 30, 2022			December 31, 2021
Principal balance	$	2,165,000		$	938,400	$	3,632,000		$	2,165,000
Default penalty		—			673,956
Unamortized debt discount		(102,747	)		—		(38,350	)		(42,819	)
Outstanding, net of premium and discount	$	2,062,253		$	1,612,356
Outstanding, net of debt discount and premium						$	3,593,650		$	2,122,181

NOTE 87 –STOCKHOLDERS’ EQUITY

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

Preferred stock

As of June 30, 2022 and at December 31, 2021, 0 ~~preferred~~no Preferred shares have been designated or issued.

Common ~~stock~~Stock

~~On January 3, 2020,~~ ~~100,000~~ ~~shares of common stock were issued as a result of conversion of accrued interest and principal on the Auctus Note #2 for a total of $12,000~~.

~~On February 18, 2020,~~ ~~250,000~~ ~~shares of common stock were issued as a result of conversion of accrued interest and principal on the Auctus Note #2 for a total of $22,132~~.

~~On March 12, 2020,~~ ~~750,000~~ ~~of common stock were issued in exchange for~~ ~~416,666~~ ~~warrants with cashless exercise, originating from Auctus Notes #1 and #2.~~

~~For the six months ending June 30, 2020,~~ ~~456,000~~ ~~shares were awarded under the 2010 Stock Plan for a total value of $159,297~~.

On June 4, 2021, ~~7,591,26~~7,591,2611 shares of ~~common stock~~Common Stock were issued to management as a result of conversion of accrued interest and principal for three convertible notes for a total of $986,864, or $0.13,/share, in reliance on an exemption under Section 4(2)(a).

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

For the six months ending June 30, 2021, 3,899,200 shares were awarded under the 2010 and the 2021 Stock Plans for a total value of $810,758., or an average price of $0.13/share.

No shares have been issued in six months ended June 30, 2022.

As at June 30, 2022, and at December 31, 2021 the Company has ~~109,871,998~~110,840,998 shares of ~~common stock~~Common Stock issued and outstanding. ~~At December 31, 2020 there were~~ ~~97,450,673~~ ~~shares of common stock issued and outstanding.~~

Common Stock Warrants

For the six months ended June 30, 2022, in connection with the issuance of the convertible notes, the Company issued 264,0605-year warrants exercisable at $0.25/share, with a fair value of $0.16, based on Black and Scholes Option Pricing Model, for a total of $42,250. The warrant agreements include provisions for cash-less exercise.

For the six months ended June 30, 2021 the Company ~~did not issue any~~issued no warrants. ~~For the six months ended June 30, 2020 the Company issued~~ ~~408,333~~ ~~Warrants as part of convertible note agreements. The warrants total value allocated to debt discount was $129,929~~.

The fair value of stock warrants granted for the six months ended June 30, ~~2021~~2022 was calculated with the following assumptions:

SCHEDULE OF STOCK WARRANTS VALUATION ASSUMPTIONS


	June 30, ~~2020~~2022
Risk-free interest rate			~~0.46~~ - ~~1.67~~1.53	%
Expected dividend yield			0	%
Volatility factor (monthly)			~~158.22~~169.27	%
Expected life of warrant		5 years

The following table summarizes the Company’s ~~common stock~~Common Stock warrant activity for the six months ended June 30, ~~2021~~2022 and ~~2020:~~

Number of Warrants Weighted Average Exercise Price Weighted- Average Remaining Expected Term
Outstanding as at January 1, 2020 616,666 $ 1.06 4.2
Granted 405,334 0.36 0.9
Exercised (750,000 ) — —
Forfeited/Canceled — — —
Outstanding as at December 31, 2020 272,000 $ 2.00 3.9
Granted — — —
Exercised — — —
Forfeited/Canceled — — —
Outstanding as at June 30, 2021 272,000 $ 2.00 3.4

2021:

~~On June 4, 2021, the Warrants were transferred to the Company’s officers in lieu of interest on amounts due as at May 31, 2021~~SCHEDULE OF WARRANT ACTIVITY.

	Number of Warrants *		Weighted Average Exercise Price		Weighted- Average Remaining Expected Term
Outstanding as at December 31, 2021		272,000	$	2.00		3.9
Granted		—		—		—
Exercised		—		—		—
Forfeited/Cancelled		—		—		—
Outstanding as at June 30, 2021		272,000		2.00		3.7

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

The warrant agreements issued in 2019 and in 2020 for a total of 272,000 warrants include provisions for dilutive issuance and cash-less exercise. If exercised at June 30, 2022 the provisions would have resulted in an issuance of 5,989,028 shares at an average conversion-price of $0.09, or 5,335,789 shares in a cash-less exercise.

The following table summarizes information about stock warrants that are vested or expected to vest at June 30, ~~2021:~~2022 with a market price of $0.32 at June 30, 2022:

Warrants Outstanding Exercisable Warrants
Exercise Price 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
$ 2.00 272,000 $ 2.00 3.40 $ — 272,000 $ 2.00 3.40 $ —

SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS

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

The following table sets forth the status of the Company’s non-vested warrants as at June 30, ~~2021 and December 31, 2020:~~2022, there were no warrants issued for the three months ended at June 30, 2021.

SCHEDULE OF NONVESTED WARRANTS

~~Number of Warrants~~

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

~~Weighted- Average Grant-Date Fair Value~~

~~Non-vested as at December 31, 2020~~

—

~~Granted~~

—

~~Forfeited~~

—

~~Vested~~

—

~~Non-vested as at June 30, 2021~~

—

The weighted-average remaining contractual life for warrants exercisable at June 30, ~~2021~~2022 is ~~3.65 years~~3.5. years. The aggregate intrinsic value for fully vested, exercisable warrants was $018,484 at June 30, ~~2021 and at December 31, 2020 was $~~02022..

Sales of Shares in Subsidiary

For the six months ended June 30, 2022 there were 0 shares sold in the Company’s Subsidiary, Pharmalectin, Inc.. For the six months ended June 30, 2021 there were 1,800,000 shares sold in the Company’s Subsidiary, Pharmalectin, Inc. for a total of $600,000. ~~For the six months ended June 30, 2020 there were no such transaction.~~

NOTE 98 – STOCK OPTION PLAN AND STOCK-BASED COMPENSATION

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

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

Shares Awarded and Issued under the 2010 Plan:

~~On January 1, 2020 the Company granted~~ ~~250,000~~ ~~shares with a fair market value of $0.285/share at the time of award, to a consultant for assistance with the Companies PR work, for a total of $71,250~~.

~~On January 31, 2020 the Company granted two subcontractors a total of~~ ~~200,000~~ ~~shares with a fair market value of $0.14/share at the time of award, as compensation for their work with the Company’s marketing efforts, for a total of $28,000~~.

~~On February 21, 2020 the Company granted~~ ~~3,000~~ ~~shares with a fair market value of $0.439/share to three members of the Audit Committee as compensation for their contribution in the Audit Committee, for a total of $1,317~~.

~~On March 18, 2020 the Company granted~~ ~~200,000~~ ~~shares with a fair market value of $0.245/share at the time of award, to a consultant for assistance with the Companies PR work, for a total of $49,000~~.

~~On May 1, 2020 the Company appointed Mr. Mike Sheikh as EVP of Business Development. Mr. Sheikh was issued~~ ~~8,800,000~~ ~~shares with a fair market value of $0.001/share to be equally vested over a period of 3 years, but fully vested upon a change of control. The shares total fair value at the time of the award was $8,800~~.

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.

Shares Awarded and Issued under the 2021 Plan:

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

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

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

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

SCHEDULE OF FAIR MARKET VALUE

	Number of Shares		Fair Value per Share		Weighted Average Market Value per Share
Shares Issued as of December 31, 2019		471,000	$	0.27 – 1.49	$	0.77
Shares Issued		9,456,000		0.003 – 0.44		0.01
Shares Issued as of June 30, 2020		9,927,000	$	0.003 – 1.49	$	0.10
							Number of Shares		Fair Value per Share		Weighted Average Market Value per Share
Shares Issued as of December 31, 2020		11,002,000	$	0.003 – 1.49	$	0.10		11,002,000		$ 0.003 – 1.49	$	0.10
Shares Issued		3,899,200		0.001 – 0.24		0.21		3,899,200		0.001 – 0.24		0.21
Shares Issued as of June 30, 2021		15,001,200	$	0.001 – 1.49	$	0.13		15,001,200		$ 0.001 – 1.49	$	0.13

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

For the six months ended June 30, ~~2021,~~2022, the Company recorded stock-based compensation expense of $~~810,758~~159,297 in connection with share-based payment awards. For the six months ended June 30, 2021, the Company ~~recorded stock-based compensation expense of $159,297~~has not issued any shares. ~~in connection with share-based payment awards.~~

Shares awarded, but not yet issued, under the 2021 Stock ~~options granted and vested 2010~~ Plan:

On January ~~1, 2020~~10, 2022 the Company granted ~~3,000~~40,000 ~~three-year options~~ ~~immediately vested~~shares of Common Stock to four Board Members in reward of their attendance at ~~an exercise price~~Board and Committee meetings during the fourth quarter of 2021. The total fair market value at the time of the award was $~~0.31~~6,400, or $0.16/share.

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

On April 1, 2022 the Company granted 10,000 shares to a Medical Advisory Board Member for ~~his~~her contribution into the ~~Company’s Advisory Board.~~Company during the first quarter of 2022. The ~~options~~ total fair market value at the time of the award was $~~603~~1,730., or $0.173/share.

On ~~February~~April 1, ~~2020~~2022 the Company granted ~~45,000~~70,000 ~~three-year options~~ ~~immediately vested~~shares to four Board Members in reward of their attendance at ~~an exercise price~~Board and Committee meetings during the first quarter of $~~0.15~~ ~~an Advisory Board Member for his contribution in the Company’s Advisory Board.~~2022. The ~~options~~ total fair market value at the time of the award was $~~4,401~~12,110., or $0.173/share.

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

Stock options granted and vested 2021 ~~Plan~~Plan::

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

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

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

The fair value of stock options granted and revaluation of non-employee consultant options for the six months ended June 30, 2021 ~~and 2020~~ was calculated with the following ~~assumptions:~~assumptions, there were no options issued for the six months ended June 30, 2022:

SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS

June 30, 2021 June 30, 2020
Risk-free interest rate 0.17 – 0.35 % 1.32 – 1.69 %
Expected dividend yield 0 % 0 %
Volatility factor (monthly) 161.18 % 126.37 %
Expected life of options 3 years 3 years

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

For the six months ended June 30, 2022 there were no stock options awarded. However, 48,000 were forfeited through expiration. For the six months ended June 30, 2021, the Company recorded compensation expense of $14,400 in connection with awarded stock options. ~~For the six months ended June 30, 2020 the amount was $5,004~~. As at June 30, ~~2021,~~2022, there was no unrecognized compensation expense related to non-vested stock option awards.

TheThe following table summarizes the Company’s stock option activity for the six months ended June 30, ~~2021,~~2022, and ~~2020:~~2021:

SCHEDULE OF STOCK OPTIONS ACTIVITY

	Number of Options		Exercise Price per Share		Weighted Average Exercise Price per Share
Outstanding as of December 31, 2019		341,000	$	0.61 – 1.21	$	0.96
Granted		96,000		0.001 – 0.31		0.08
Exercised		—		—		—
Options forfeited/cancelled		—		—		—
Outstanding as of June 30, 2020		437,000	$	0.001 – 1.21	$	0.77
							Number of Options		Exercise Price per Share		Weighted Average Exercise Price per Share
Outstanding as of December 31, 2020		533,000	$	0.001 – 1.21	$	0.71		533,000		$ 0.001 - 1.21	$	0.71
Granted		90,000		0.19 – 0.20		0.20		90,000		0.19 - 0.20		0.20
Exercised		—		—		—		—		—		—
Options forfeited/cancelled		—		—		—		—		—		—
Outstanding as of June 30, 2021		623,000	$	0.001 – 1.21	$	0.59		623,000		$ 0.001 - 1.21	$	0.59

Outstanding as of December 31, 2021								668,000		$ 0.001 - 1.21	$	0.55
Granted								—		—		—
Exercised								—		—		—
Options forfeited/cancelled								48,000		1.09 – 1.21		1.20
Outstanding as of June 30, 2022								620,000		$ 0.001 - 1.10	$	0.50

The following table summarizes information about stock options that are vested or expected to vest at June 30, ~~2021:~~

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 1.83 $ 0 45,000 $ 0.001 1.83 $ 0
0.05 3,000 0.05 2.25 0 3,000 0.05 2.25 0
0.15 90,000 0.15 1.83 0 90,000 0.15 1.83 0
0.18 45,000 0.18 2.33 0 45,000 0.18 2.33 0
0.19 45,000 0.19 2.58 0 45,000 0.19 2.58 0
0.20 48,000 0.20 2.55 0 48,000 0.20 2.55 0
0.31 3,000 0.31 1.50 0 3,000 0.31 1.50 0
0.32 3,000 0.32 1.75 0 3,000 0.32 1.75 0
0.73 3,000 0.73 1.25 0 3,000 0.73 1.25 0
0.61 45,000 0.61 1.34 0 45,000 0.61 1.34 0
0.95 200,000 0.95 1.20 0 200,000 0.95 1.20 0
1.09 3,000 1.09 1.00 0 3,000 1.09 1.00 0
1.10 45,000 1.10 1.08 0 45,000 1.10 1.08 0
1.21 45,000 1.21 0.83 0 45,000 1.21 0.83 0
$ 0.001 – 1.21 623,000 $ 0.59 1.63 $ 0 623,000 $ 0.59 1.63 $ 0

2022. The ~~following table sets forth the status of the Company’s non-vested stock options~~market price was $0.32 as ofat June 30, ~~2021~~2022:

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		1.45	$	28,710		90,000	$	0.001		1.45	$	28,710
	0.05		3,000		0.05		1.25		810		3,000		0.05		1.25		810
	0.15		90,000		0.15		0.83		15,300		90,000		0.15		0.83		15,300
	0.18		45,000		0.18		1.33		6,300		45,000		0.18		1.33		6,300
	0.19		45,000		0.19		2.83		5,850		45,000		0.19		2.83		5,850
	0.20		48,000		0.20		1.54		5,760		48,000		0.20		1.54		5,760
	0.31		3,000		0.31		0.50		30		3,000		0.31		0.50		30
	0.32		3,000		0.32		0.75		—		3,000		0.32		0.75		—
	0.61		45,000		0.61		0.25		—		45,000		0.61		0.25		—
	0.73		3,000		0.73		0.33		—		3,000		0.73		0.33		—
	0.95		200,000		0.95		0.20		—		200,000		0.95		0.20		—
	1.10		45,000		1.10		0.08		—		45,000		1.10		0.08		—
	$ 0.001-1.10		620,000	$	0.50		0.79	$	62,760		620,000	$	0.50		0.79	$	62,760

There were no granted options granted, nor issued, between June 30, 2022 and December 31, ~~2020:~~2021.

Number of
Options Weighted Average Grant-Date Fair Value
Non-vested as of December 31, 2020 0 $ 0
Granted 90,000 0.20
Forfeited 0 —
Vested 90,000 0.20
Non-vested as of June 30, 2021 0 $ 0

The weighted-average remaining estimated life for options exercisable at June 30, ~~2021~~2022 is ~~1.63~~0.79 years.

The aggregate intrinsic value for fully vested, exercisable options was $062,760 at June 30, ~~2021. The aggregate intrinsic value of options exercised for the six months ended at June 30, 2021 was $~~0 ~~as no options were exercised.~~2022. The actual tax benefit realized from stock option exercises for the ~~six~~three months ended at ~~December 31, 2020~~June 30, 2022 and 2021 was $0as no options ~~available for exercise.~~

were exercised.

As at June 30, ~~2021~~2022 the Company ~~there are~~ has ~~16,801,430~~18,879,292 options or stock awards available for grant under the 2021 Plan.

~~Options granted in Subsidiary~~

~~For the six months ended June 30, 2021 there were~~ ~~4,500,000~~3-year options grated in the Company’s Subsidiary, Pharmalectin, Inc., under the 2017 Plan. The options are immediately exercisable at a price of 3 shares for one dollar. The options total fair value at the time of award were $~~450. For the six months ended June 30, 2020 there were no such transaction.~~

~~At June 30, 2021 the Subsidiary there are~~ ~~no options or stock awards available for grant under the 2017 Plan.~~

NOTE 109 – NON-CONTROLLING INTEREST

SCHEDULE OF NON CONTROLLING INTEREST

	June 30, 2021			December 31, 2020			June 30, 2022			December 31, 2021
Net loss Subsidiary		(2,063,754	)		(687,883	)		(265,560	)		(2,089,253	)
Net loss attributable to the non-controlling interest		401,549			61,909			62,807			496,297
Net loss affecting Bioxytran		(1,662,205	)		(625,974	)		(202,753	)		(1,592,956	)

Accumulated losses		(2,751,637	)		(687,883	)		(3,045,565	)		(2,777,135	)
Accumulated losses attributable to the non-controlling interest		463,459			61,909			621,014			558,206
Accumulated losses Bioxytran		(2,288,178	)		(625,974	)
Accumulated losses affecting Bioxytran								(2,424,551	)		(2,218,929	)

Net equity non-controlling interest		1,086,992			888,091
Net deficit non-controlling interest								(460,063	)		(397,256	)

AtAs at June 30, 2022 and at December 31, ~~2020 there were~~ ~~17,700,000~~ ~~outstanding of~~ ~~30,000,000~~ ~~issued in the Subsidiary. The Company owed~~ ~~15 million~~ (85~~%) of shares. At June 30,~~ 2021 there are ~~25,500,000~~ ~~shares outstanding and the Company owns~~ ~~21 million~~30,000,000 issued and 19,650,000 outstanding shares; 15,000,000 Common shares (8276%%) ~~of the shares. An~~are held by Bioxytran and 4,650,000 Common shares are held by an affiliate. Further, an additional 4,500,0003~~-year~~ options exercisable at $0.33 ~~has been granted to~~are held by an affiliate. The option agreements include provisions for dilutive issuance and cash-less exercise. If exercised at June 30, 2022 the ~~management~~provisions would have resulted in an issuance of ~~the Subsidiary under the 2017 Plan.~~11,423,077 shares at an average conversion-price of $0.13, or 10,347,000 shares in a cash-less exercise.

NOTE 1110 – COMMITMENTS AND CONTINGENCIES

Employment contracts

The Company’s executive officers have entered employment contracts and confidentiality, non-disclosure and assignment of invention agreements. The employment agreements ~~do not provide for the payment of any compensation to our executive officers but~~ provide for the payment of $100,000 in severance upon termination of employment without cause and make no provisions for any payment upon a change of control.

~~Litigation~~

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.

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

The underlying convertible note was, per agreement of the parties, cancelled on June 4, 2021, with Power Up agreeing to a stipulation of discontinuance with prejudice of the law-suite and forfeiture of earlier awarded damages.

NOTE 1211 – SUBSEQUENT EVENTS

The Company has evaluated events from June 30, ~~2021~~2022 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~~disclosure.

General and Administrative Expenses

Forfeited salaries and benefits

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

Stockholder’s Equity

Conversion of Notes into Common ~~stock~~Stock

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

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

On July 1, ~~2021~~2022 the Company granted ~~10,000~~2,000 shares to a Medical Advisory Board Member for ~~her~~his contribution to the Company during the second quarter of ~~2021.~~2022. The total fair market value at the time of the award was $10640, or $~~0.001~~0.32/share.

On July 1, ~~2021~~2022 the Company granted ~~90,000~~80,000 shares to ~~three~~four Board Members in reward of their attendance at Board and Committee meetings during the second quarter of ~~2021.~~2022. The total fair market value at the time of the award was $9025,600, or $~~0.001~~0.32/share.

~~Stock options granted and vested,~~Shares issued, but earlier awarded, under the 2021 Stock Plan:

On August ~~1, 2021~~3, 2022 the Company ~~granted~~issued ~~45,000~~352,000 ~~three-year options immediately vested at an exercise price~~shares, already accounted for as un-issued share liability, to consultants and to members of $~~0.001~~ ~~to an~~the Scientific and Medical Advisory Board ~~Member for his contribution in~~Members awarded by the ~~Company’s Advisory Board.~~Company during 2022. The ~~options~~ total fair market value at the time of the award was $4585,920, or an average price of $0.24/share.

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

Warrants issued:

On July 7, 2022 in connection with an analyst agreement dated April 9, 2022, the Company issued 200,0005-year warrants exercisable at $0.25/share, with a fair value of $0.30/share, based on Black and Scholes Option Pricing Model, for a total of $60,600.The warrant agreement includes provisions for cash-less exercise.

~~The Company’s management has evaluated events occurring after June 30,~~Stock options forfeited under the 2021 Stock Plan:

On August 1, 2022, 45,000 options for a total value of $39,731 were forfeited through expiration and return to the ~~date the financial statements were issued and did not identify any further subsequent events requiring disclosure.~~stock plan.

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, ~~2020~~2021 included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April ~~9, 2021.~~11, 2022. This discussion contains forward-looking statements. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report on Form 10-Q.

~~Overview~~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, we will have sufficient working capital to repay the ~~ten~~outstanding convertible notes and develop our business over the next approximately 15 months. At funding raised that is ~~significantly~~ less than $3,700,000, we can likely repay the ~~ten~~thirty-eight 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 is continuing our clinical trials with a candidate named, ~~ProLectin-Rx~~ProLectin a complex polysaccharide derived from ~~galactomannan and pectin respectively,~~natural sources, that binds to, and blocks the activity of galectin-1 and ~~-3, a type of galectin.~~-3. 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,~~behaviour, including cell movement, multiplication, and other cellular functions. The interactions between lectins and their target carbohydrate sugars occur via a carbohydrate recognition domain, or CRD, within the lectin. Galectins are a subfamily of lectins that have a CRD that bind specifically to ß-galactoside proteins. Galectins have a broad range of functions, including regulation of cell survival and adhesion, promotion of cell-to-cell interactions, growth of blood vessels, regulation of the immune response and inflammation. During viral infections galectins are upregulated and downregulated based on the type of virus.

ProLectin-M’s clinical data shows non-toxicity and efficacy for treatment of mild to moderate COVID-19. ~~In our initial Phase I/II clinical~~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 ~~as a peer-reviewed scientific report~~ in ~~the~~ Journal of Vaccines & ~~Vaccinations:~~ ~~https://www.longdom.org/open-access/galectin-antagonist-use-in-mild-cases-of-sarscov2-pilot-feasibility-randomised-open-label-controlled-trial-61087.html~~.Vaccination on December 30, 2020, “Carbohydrate ProLectin-M, a Galectin-3 Antagonist, Blocks SARS-CoV-2 Activity” published in the International Journal of Health Sciences on July 31, 2022 and “PLG-007 and Its Active Component Galactomannan-α Competitively Inhibit Enzymes That Hydrolyze Glucose Polymers” published in the International Journal of Molecular Science on July 13, 2022. The Company is currently working on a Phase III clinical trial with the ~~CDCSO~~CDSCO in India, and is preparing its IND ~~for a Phase III clinical trial~~ with the ~~FDA, soon to be followed by a Phase III submission with the EMEA.~~FDA. The clinical trials are expected to take place in ~~July~~August through ~~August, 2021.~~September, 2022. Further, the Company is also preparing an ~~IND~~CDSCO submission for a second drug candidate, ProLectin-I, with similar ~~galactin~~galectin blocking capabilities as the oral drug, ProLectin-M, but IV-injectable for ~~severe cases of COVID-19.~~pulmonary fibrosis. The initial Phase I/II clinical trial for ProLectin-I is planned for August through October, ~~2021.~~2022. The described clinical trials are subject to additional funding.

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited resources and operating history. As described in Note 76 of the financial statements, the Company has currently ~~four~~thirty-eight (38) convertible loans outstanding at a total face value of ~~$2,165,000.~~$3,632,000. As shown in the accompanying unaudited condensed consolidated financial statements, the Company had an accumulated deficit of $10,288,287 as at June 30, 2022. The accumulated deficit as at December 31, 2021 was $8,753,668.

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

Potential Impact of the Covid-19 Pandemic in December 2019, a strain of novel coronavirus (now commonly known as Covid-19) was reported to have surfaced in Wuhan, China. Covid-19 has since spread rapidly throughout many countries, and, on March 12, 2020, the World Health Organization declared Covid-19 to be a pandemic. In an effort to contain and mitigate the spread of Covid-19, many countries, including the United States, Canada and China, have imposed unprecedented restrictions on travel, and there have been business closures and a substantial reduction in economic activity in countries that have had significant outbreaks of Covid-19. Covid-19 may have a future material impact on our results of operation with respect to product development and clinical trials. However, significant uncertainty remains as to the potential impact of the Covid-19 pandemic on our operations, and on the global economy as a whole. It is currently not possible to predict how long the pandemic will last or the time that it will take for economic activity to return to prior levels. We do not yet know the full extent of any impact on our business or our operations, however, we will continue to monitor the Covid-19 situation closely, and we intend to follow health and safety guidelines as they evolve.

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

COVID-19

Potential Impact of the Covid-19 Pandemic in December 2019, a strain of novel coronavirus (now Commonly known as Covid-19) was reported to have surfaced in Wuhan, China. Covid-19 thereafter spread rapidly throughout many countries, and, on March 12, 2020, the World Health Organization declared Covid-19 to be a pandemic. In an effort to contain and mitigate the spread of Covid-19, many countries, including the United States, Canada and China, imposed unprecedented restrictions on travel, and there were business closures and a substantial reduction in economic activity in countries with significant outbreaks of Covid-19. Covid-19 may have a future material impact on our results of operation with respect to product development and clinical trials. However, significant uncertainty remains as to the potential long-term impact of the Covid-19 pandemic on our operations, and on the global economy as a whole. It is currently not possible to predict how long the pandemic will last or the time that it will take for economic activity to return to prior levels. We do not yet know the full extent of any impact on our business or our operations, however, we will continue to monitor the Covid-19 situation closely, and we intend to follow health and safety guidelines as they evolve.

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, ~~2021~~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 ~~2020~~2021 the Company has engaged in research and development activities through its Subsidiary, Pharmalectin, Inc., developing the ProLectin-Rx.

Research and Development

	Three months ended				Six months ended				Three months ended					Six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020		June 30, 2022			June 30, 2021		June 30, 2022		June 30, 2021
Research and development:
Process development	$	166,800	$	—	$	339,000	$	—	$	—		$	166,800	$	—	$	339,000
Product development		109,000		—		221,600		—		40,834			109,000		99,723		221,600
Regulatory		39,956		—		59,189		—		(15,000	)		39,956		33,850		59,189
Clinical trials		274,715		—		308,715		—		70,692			274,715		147,283		308,715
Project management		128,181		—		137,181		—		(53,385	)		128,181		2,410		137,181
Total research and development	$	718,652	$	—	$	1,065,685	$	—	$	43,141		$	718,652	$	283,266	$	1,065,685

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

General and Administrative

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

~~As a result of the development of two drugs in the fourth quarter of 2020, we are rapidly expanding our~~ ~~research and development (R&D) expenses,~~ ~~the trend is intended to be maintained over the upcoming periods.~~

~~General and Administrative~~

Three months ended Six months ended
June 30,
2021 June 30,
2020 June 30,
2021 June 30,
2020
General and administrative expenses:
    Payroll and related expenses $ 616,287 $ 48,000 $ 668,260 $ 84,000
    Costs for legal, accounting and other professional services 35,991 20,788 95,114 43,361
    Marketing expense — 124 3,500 9,613
    Miscellaneous expenses 41,086 33,506 493,810 75,986
Total general and administrative $ 693,364 $ 102,418 $ 1,260,684 $ 212,960

	The significant increase in Payroll and related expenses for the three and six months ended June 30, 2021 were due to the ~~roll-out of market-based salaries~~retro-active payroll for the ~~Company’s management.~~first quarter of 2021 applied in the second quarter in 2021.
	The Costs for legal, accounting and other professional services for the three and six months ended June 30, ~~2021 has significantly~~2022 increased due to a ~~lawsuit, and an uptake~~refund of consulting fees in ~~contract review related to our drug development.~~the first quarter of 2021.
	Sales and marketing expense for the three and six months ended June 30, 2022 were $31,500 and $148,700 respectively, as compared to $3,500 for the six months ended June 30, ~~2021~~2021. The increase costs were ~~$3,500, as compared~~incurred by costs associated in returning the Company to ~~$9,613 for~~being quoted on OTC Markets.
	Miscellaneous G&A expenses during the three and six months ended June 30, ~~2020.~~

~~The significant increase in~~ ~~miscellaneous G&A expenses~~ ~~during~~2022 was $49,870 and $89,811, respectively. During the three and six months ended June 30, ~~202 is related to~~2021 was negative $399,838 and $140,772. During the first quarter in 2021 the Company recorded a ~~January 20, 2021~~$420,750 summary judgement ~~against~~as a result of a defaulted note, the claim was abandoned in the second quarter of 2021 after the defaulted notes were returned to the Company ~~for Breach~~in form of ~~Contact, awarding the plaintif damages in the amount of $420,750.~~a debt-restructure.

Stock-based Compensation

	Three months ended				Six months ended				Three months ended					Six months ended
	June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020		June 30, 2022			June 30, 2021		June 30, 2022		June 30, 2021
Compensation expense to BoD and Management	$	15,750	$	8,800	$	343,782	$	11,047	$	49,840		$	15,750	$	56,240	$	343,782
Compensation expense to consultants		35,300		691		481,826		153,945		(3,117	)		35,300		12,883		481,826
Total compensation expense	$	51,050	$	9,491	$	825,608	$	164,992	$	46,723		$	51,050	$	69,123	$	825,608

Stock-based compensation~~mounted~~ amounted to ~~$51,050~~$46,723 for the three months ended June, ~~2021.~~2022 including a forfeiture of 48,000 stock options valued at $47,267. The stock-based compensation for the three months ended June 30, ~~2020~~2021 was ~~$9,491.~~$51,050. Stock-based compensation ~~mounted~~amounted to ~~$825,608~~$69,123 for the six months ended June, ~~2021.~~2022. The stock-based compensation for the six months ended June 30, ~~2020~~2021 was ~~$165,992.~~$825,608 in connection with the liquidation of the 2010 Plan.

Other expenses

	Three months ended						Six months ended						Three months ended				Six months ended
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020			June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Other (expenses):
Interest expense		(84,217	)		(740,424	)		(171,627	)		(848,154	)		54,480		84,217		106,515		171,627
Debt discount amortization		(17,103	)		(76,265	)		(17,103	)		(242,987	)		41,425		17,103		90,509		17,103
Amortization of warrants														—		—		42,250		—
Amortization of IP														911		—		1,822		—
Total other income (expenses)	$	(101,320	)	$	(816,689	)	$	(188,730	)	$	(1,091,141	)	$	96,816	$	101,320	$	241,096	$	188,730

During the three months ended June 30, ~~2021,~~2022, the Company recorded ~~$17,103~~$41,425 in amortization of debt discount and the interest expensewas ~~84,217.~~$54,480, $911 was amortized from the Company’s IP. During the three months ended June 30, 2020, the Company recorded $76,265 in amortization of debt discount while the interest expense was $740,424 (the interest for the convertible notes outstanding amounted to $73,968 and $666,456 was recorded as default fee for the convertible notes).

~~During the six~~ months ended June 30, 2021, the Company recorded $17,103 in amortization of debt discount while the interest expense was $84,217.

During the six months ended June 30, 2022, the Company amortized $1,822 from the Company’s IP and $90,509 in amortization of debt discount, as compared to ~~$242,987~~$17,103 of debt discount amortization of for the six months ended June 30, ~~2020.~~2021. The interest ~~for the convertible notes amounted to $171,627, as compared to $848,154 (including a pre-pay fee of $91,362 for the early payment of a convertible note and the default penalty of $666,456)~~ for the six months ended June 30, ~~2020.~~2022 for the convertible notes amounted to $106,515, as compared to $171,627 for the six months ended June 30, 2021.

Non-Controlling Interest

Three months ended Six months ended
June 30,
2021 June 30,
2020 June 30,
2021 June 30,
2020
Net loss attributable to the non-controlling interest $ 246,935 $ — $ 401,549 $ —

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

For the three months ended June 30, 2022 and 2021 there was a non-controlling interest attribution of ~~$246,935. No attribution was made as at June 30, 2020.~~$11,691 and 246,935 respectively. For the six months ended June 30, 2022 and 2021 there was a non-controlling interest attribution of ~~$401,549. No attribution was made as~~$62,807 and $401,549 respectively. The significant difference is due to a significant reduction in the R&D activities in the current year due to lack of capital.

	# of shares		# of options *		June 30, 2022		December 31, 2021
Minority owners cash investment		4,650,000			$	160,485	$	160,485
Bioxytran non-dilutive 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

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

* The option agreements are held by an affiliate and include provisions for dilutive issuance and cash-less exercise. If exercised at June 30, ~~2020.~~2022 the provisions would result in an issuance of 11,423,077 shares at an average conversion-price of $0.13. The beneficial ownership of the affiliate includes the Company’s management.

Net Loss

Three months ended Six months ended
June 30,
2021 June 30,
2020 June 30,
2021 June 30,
2020
Net loss attributable to Bioxytran $ (896,701 ) $ (928,598 ) $ (2,518,408 ) $ (1,469,093 )

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

Weighted average number of common shares outstanding, basic 103,371,579 97,031,673 101,753,891 92,144,316
diluted 119,868,472

	Three months ended						Six months ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021
Net loss attributable to Bioxytran	$	(622,349	)	$	(896,701	)	$	(1,534,619	)	$	(2,518,408	)

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

Weighted average number of Common shares outstanding, basic		110,840,998			103,371,579			110,840,998			101,753,891

The Company generated a net loss for the three months ended June 30, ~~2021~~2022 of ~~$896,701.~~$622,349. In comparison, for the three months ended June 30, ~~2020,~~2021, the Company generated a net loss of ~~$928,598.~~$896,701. The Company generated a net loss for the six months ended June 30, ~~2021~~2022 of ~~$2,518,408.~~$1,534,619. In comparison, for the six months ended June 30, ~~2020,~~2021, the Company generated a net loss of ~~$1,469,093.~~$2,518,408. 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

	Six months ended						Six months ended
	June 30, 2021			June 30, 2020			June 30, 2022			June 30, 2021
Net cash used in operating activities	$	(1,409,691	)	$	(196,434	)	$	(930,203	)	$	(1,409,691	)

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

Net cash provided by financing activities		1,765,000			31,052			1,380,960			1,765,000

Cash, beginning of period		41,688			169,628			72,358			41,688
Cash, end of period		388,043			4,246			500,677			388,043
Net increase (decrease) in cash	$	346,355		$	(165,382	)
Net increase in cash							$	428,319		$	346,355

	Net cash used in operating activitieswas ~~$1,409,691~~$930,203 and ~~$196,434~~$1,409,691 for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively. The ~~increase~~decrease was due to a reduction of the research and development activities ~~the company started engaging in during the fourth quarter on 2020.~~due to lack of funding.
	In
	During the six months ended ~~March 31, 2021~~June 30, 2022 the Company is engaged in the process of filing a patent, and ~~$8,954~~$22,438 was spent in legal fees. In the six months ended ~~March 31, 2020 there were no investment activities.~~June 30, 2021 the amount was $8,954.

	Cash flows from financing activitieswere ~~$1,765,000~~$1,380,960 and ~~$31,052~~$1,765,000 for the six months ended June 30, 2022 and 2021, ~~and 2020,~~ respectively. ~~600,000 was direct investments in the Company’s Subsidiary, and 1,165,000 through the issuance of a convertible note, exercisable at $0.13/share.~~

	The available cash was ~~$388,043~~$500,677 and ~~$4,246~~$388,043 in the end of the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Current Assets

	June 30, 2021		December 31, 2020		June 30, 2022		December 31, 2021
Current assets:
Cash	$	388,043	$	41,688	$	500,677	$	72,358
Pre-paid expenses		499,300		274,715
Total current assets	$	887,343	$	316,403	$	500,677	$	72,358

As of June 30, ~~2021,~~2022, our current assets consisted of ~~$388,043~~$500,677 in cash ~~and $499,300~~at December 31, 2021 we had $72,358 in ~~pre-paid expenses. The pre-paid expenses were paid to a Clinical Research Organization (CRO) for the upcoming clinical trials.~~cash.

Current Liabilities

	June 30, 2021		December 31, 2020		June 30, 2022		December 31, 2021
Current liabilities:
Accounts payable and accrued expenses	$	151,400	$	348,127	$	556,835	$	624,316
Accounts payable related party		—		307,176		1,062,000		531,000
Convertible notes payable, net of premium and discount, related party		1,000,000		—
Convertible notes payable, net of premium and discount		1,062,253		1,612,356
Other short-term debt		—		—
Un-issued shares liability						60,150		—
Un-issued shares liability related party						56,240		—
Convertible notes payable, net of discount						3,593,650		2,122,181
Total current liabilities	$	2,213,673	$	2,267,659		5,328,875		3,277,497

WeAt June 30, 2022 we had total liabilities of ~~$2,213,673, which were all current,~~$5,328,875, which consisted of ~~$151,420 in accounts payable and accrued expenses, and $2,062,253 in four loans, convertible at $0.13/share. At December 31, 2020 total liabilities were $2,267,659, consisting of $655,303~~$1,618,835 in accounts payable and accrued expenses (of which ~~$307,176~~$1,062,000 was payable to related parties), $116,390 in un-issued shares of Common Stock (of which $56,240 was payable to related parties), and ~~$1,612,356~~$3,593,650 in thirty-eight convertible loans. At December 31, 2021 total liabilities were $3,277,497, consisting of $1,155,316 in accounts payable and accrued expenses (of which $531,000 was payable to related parties), and $2,122,181 in the form of ~~ten defaulted~~four convertible ~~loans.~~loans net of discount. More details on the account payables can be found under Note 5 in the Financial statements.

Net Working Capital and Accumulated Deficit

	June 30, 2021			December 31, 2020			June 30, 2022			December 31, 2021
Net working capital	$	(1,326,329	)	$	(1,951,256	)	$	(4,828,198	)	$	(3,205,139	)

Accumulated deficit	$	(7,240,331	)	$	(4,721,923	)	$	(10,288,287	)	$	(8,753,669	)

At June 30, ~~2021,~~2022, the net working capital was negative ~~$1,326,329~~$4,828,198 and the accumulated deficit of ~~$7,240,331.~~$10,288,287. Comparatively, on December 31, ~~2020,~~2021, we had net working capital of negative ~~$1,951,256~~$3,205,139 and an accumulated deficit of ~~$4,721,923.~~$8,753,669. We believe that we must raise not less than $3,700,000 to be able to continue our business operations for the next 15 months.

Cash Proceeds from Financing Activities

	Six months ended					Six months ended
	June 30, 2021		June 30, 2020			June 30, 2022		June 30, 2021
Cash proceeds from financing activities
Proceeds from Subsidiary stock transactions	$	600,000	$	—		$	—	$	600,000
Proceeds from issuance of convertible notes payable		1,165,000		264,000			1,380,460		1,165,000
Repayment of convertible notes payable		—		(232,948	)
Net cash provided by financing activities	$	1,765,000	$	31,052		$	1,380,460	$	1,765,000

During the six months ending June 30, ~~2021,~~2022, the Company had raised $1,467,000 through 8-month convertible notes at 6% interest, with net cash proceeds of $1,380,460. During the six months ending June 30, 2022, the Company had raised $600,000 in cash proceeds from the issuance of ~~common stock~~Common Stock in our Subsidiary and $1,165,000 cash generating 1-year convertible notes at 6% interest, extended through October 31, 2022, with net cash proceeds of $1,045,150. ~~During the same period in 2020, the Company raised $264,000 from the issuance of convertible notes, and paid back $242,938.~~ The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of September ~~2021.~~2022.

Upcoming Financing Activities

Title of each class of security being registered	Amount to be registered		Proposed offering price		Proposed aggregate offering price			Amount to be registered		Proposed offering price		Proposed aggregate offering price
Common Stock, $0.001 par value(1)		5,300,000	$	1.00		$	5,300,000		5,300,000		$ tbd	$	4,823,000
Common Stock, $0.001 par value(2)		17,653,077	$	0.13			2,294,900		17,653,077	$	0.13		2,294,000
Total		22,953,077				$	7,594,900		22,953,077			$	7,594,900

(1)	On ~~June 24,~~April 12, 2022 the Company filed an S-1. In connection with the public offering, we have agreed to pay WallachBeth Capital LLC, the dealer-manager for the offering, 9.0% of the gross proceeds of this offering in cash and Warrants to acquire 5.0% of the shares of Common Stock sold in the offering, exercisable at 110% of the subscription price, and to also reimburse WallachBeth Capital LLC for its reasonable expenses incurred in connection with the offering.

(2)	On July 26, 2021 the ~~company issued an S-1 for 5,300,000 shares at $1/share, for an amount of $5,300,000 with an estimated $477,000 Dealer Manager Fee, aiming to raise a net of 4,823,000.~~
	~~The~~ Company ~~also~~ issued a selling shareholder prospectus for up to 17,653,077 shares through conversion of outstanding convertible notes at $0.13/share for a total of $2,165,000 plus accrued interest.

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

~~Debt Restructuring~~

~~On April 16, 2020, SEC ordered, pursuant to Section 12(k) of the Securities Exchange Act of 1934, that trading of BIXT is suspended for the period April 16 through April 29, 2020.~~

As a result of the SEC ordered suspension the Company defaulted on ten outstanding Convertible Notes; resulting in an increase of the interest to 21% and the principal to increase to 168% of principal loan amount. The convertible debt increased by $666,456 to $1,604,856 while the interest accrual increased to approximately $28,563/month. At the default date, April 16, 2020, remaining debt discount of $76,265 was amortized to interest expense and the remaining debt premium of $856,560 was accreted to additional paid-in capital.

On May 2 and 3, 2021, Bioxytran, Inc. (the “Company”) entered into nine Note Agreements for a total amount of $3,266,846 in 1-year notes (the “New Notes”), with an interest rate of 6% convertible at the lower of (i) a fixed price of $0.13, or (ii) 85% of the closing price of any Qualified Financing, which consist of any fundraising receiving gross proceeds of not less than $500,000.

The Notes require the Company prepare and file a Registration Statement on Form S-1 within a period of 60 days from issuance of the New Notes. A Form S-1 was filed with the SEC on June 24, 2021 and was declared effective by SEC on July 23, 2021, wherein the notes have a 180-day lock-up period.

~~The transactions set forth below were approved by the Company’s Board of Directors on June 4, 2021.~~

~~(1)~~	~~Net cash received for these notes were $1,045,150, after a Debt Discount of $119,850 was paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA / SIPC).~~
~~(2)~~	~~The notes were exchanged in exchange for $1,101,846 of Accounts Payable due to three officers and two consultants, the notes were converted into equity on June 4, 2021.~~
~~(3)~~	~~The "Old Notes" were paid off and assumed by a different entity/company that is considered a related party. Portions of the balance was forgiven and a new note of $1,000,000 was issued.~~

~~The defaulted notes were returned to the Company on May 26, 2021. The debt forgiveness of $1,020,323 recorded as additional paid-in capital.~~

Name
Due at
May 26, 2019
Principal
Amount Default Penalty Warrants Issued Term Exercise
Price Amortization
of Warrants Accrued Interest
Old Notes Defaulted $ 938,400 $ 673,956 272,000 5 2.00 $ 97,279 $ 407,967

As part of the pay-off, the debt originating from a January 20, 2021 summary judgement by the Supreme Court of the State of New York, County of Nassau, awarding Power Up damages in the amount of $420,750 for Breach of Contact was agreed to be dismissed by prejudice. and as a result, the damages recorded in the first quarter of 2021 was reversed in the Statement of operations.

~~The outstanding warrants were transferred to the Company’s officers in lieu of interest on amounts due as at May 31, 2021.~~

~~Subsidiary Equity Transactions~~

# of shares # of options June 30, 2021 December 31, 2020
Minority owners cash investment 4,500,000 $ 1,550,000 $ 950,000
Bioxytran non-dilutive equity 15,000,000 1,500 1,500
Bioxytran dilutive equity 6,000,000 2,000,000 —
Issued stock options @ $0.33 4,500,000 450 —
25,500,000 4,500,000 $ 3,551,950 $ 951,500

Net loss Subsidiary $ (2,063,754 ) $ (687,883 )
Net loss attributable to the non-controlling interest 401,549 61,909
Net loss affecting Bioxytran (1,662,205 ) (625,974 )

Accumulated losses (2,751,637 ) (687,883 )
Accumulated losses attributable to the non-controlling interest 463,459 61,909
Accumulated losses Bioxytran (2,288,178 ) (625,974 )

Net equity non-controlling interest $ 1,086,992 $ 888,091

In the Subsidiary 4,500,000 shares (18%) is held by outside investors, while 21,000,000 (82%) is held by the Company. 4,500,000 options exercisable at $0.33 has been issued to the Subsidiary’s management in accordance with the 2017 Stock Plan. 50% the Subsidiary’s outstanding shares belonging to the Company are non-dilutive, assuming for this purpose the conversion into Stock of all outstanding securities that are convertible by their terms (directly or indirectly) into Stock.

At June, 30, 2021 6-month losses were $2,063,754 while the cumulates losses were $2,751,637, whereof for the 6-months ending June 30, 2021, $401,549 were attributable to the non-controlling interest, the cumulative amount attributable to non-controlling interest were $463,459. At December, 31, 2020 the total losses were $687,883, whereof $61,909 were attributable to the non-controlling interest. During the six months ended June 30, 2021 $600,000 has been invested by outside investors, $2,000,000 by the Company. $450 was issued in compensation expense to the management of the Subsidiary.

Commitments

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

Contractual Obligations

	June 30, 2021		December 31, 2020		June 30, 2022		December 31, 2021
Interest on notes payable	$	20,735	$	263,135	$	122,300	$	85,685
Default penalty		—		673,956
Convertible notes payable		2,165,000		938,400		3,632,000		2,165,000
Total	$	2,185,735	$	1,875,491	$	3,734,300	$	2,250,685

~~Our~~As at June 30, 2022, our contractual obligations include two sets of thirty-eight convertible notes, for a total of $3,632,000 and of accrued interest for these notes mounting to $122,300, as at December 31, 2021 there were four convertible notes, for a total of $2,165,000 and of accrued interest for these notes mounting to ~~$20,735, as at December 31, 2020 there were ten defaulted notes due for an amount of $1,875,491. At May 26, 2021, the defaulted notes were returned in exchange for a $1,000,000 note.~~$85,685.

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

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~~unfavourable change to current conditions, it could result in a material adverse impact to our results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented below are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results. However, the majority of our businesses operate in environments where we pay a fee for a service performed, and therefore the results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex.

Stock Based Compensation

The Company has share-based compensation plans under which non-employees, consultants and suppliers may be granted restricted stock, as well as options to purchase shares of Company ~~common stock~~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.

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) and Chief Financial Officer (principal financial officer) reviewed the effectiveness of our disclosure controls and procedures as at the end of the period covered by this report and concluded that as at June 30, ~~2021,~~2022, (i) the Company’s disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, ~~2021.~~2022. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

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

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

Because of the above material weakness, management has concluded that we did not maintain effective internal control over financial reporting as ofat June 30, ~~2021,~~2022, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.

Changes in Internal Controls Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the six months ended June 30, ~~2021~~2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

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

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

Item 1A. Risk Factors

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

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

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

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

Item 3. Defaults Upon Senior Securities

OnThere are currently no defaults upon Senior Securities.

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

OnAt May 26, 2021, the ten outstanding notes ~~defaulted notes,~~in default were returned to the ~~“Old Notes”, were retired, as the result of an agreement dated May 2, 2020, with the issuance of~~Company in exchange for a 1-year ~~$1,000,000~~6% note ~~payable~~ with a ~~6% interest.~~principal of $1,000,000 by a Company affiliate. The net gain on the forgiveness, $1,020,323, was recorded as additional paid-in capital. The underlying convertible notes was, per agreement of the parties, cancelled on June 4, 2021.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

AsOn March 30, 2022, FINRA finalized their review our 15c-211 filing and issued a ~~result~~Clearance Letter. On June 14, 2022 OTC Markets removed the Caveat Emptor symbol and the Company was fully reinstated on OTCPK. OTC Markets are currently in the process of reviewing the ~~SEC ordered suspension for the period April 16, through April~~Company’s request to upgrade to OTCQB.

On July 29, ~~2020, pursuant~~2022 Mike Sheikh’s title was adjusted from VP of Business Development to ~~Section 12(k) of the Securities Exchange Act of 1934,~~Chief Marketing Officer (CMO).

On July 13, 2022 the company ~~was required to reapply for trading on the OTCBB.~~

On July 23, 2021 the Company’s S-1 was declared effective by the SEC, with the objective to raise funds for the continued clinical trials and to get the Company traded on the OTCQB exchange, in accordance with regulations as outlined by the SEC. The work in getting the filing done with FINRA, in order to get listed again on the OTCQB, is in progress.

~~On July 15, 2021 Dr. Henry Esber resigned from the Board of Directors for health reasons. Dr. Esber was replaced by Dr. Hana Chen-Walden.~~

~~Dr. Hana Chen-Walden~~~~, M.D. is an Endocrinologist and has specialized in regulatory affairs~~published a peer-reviewed article in the ~~pharmaceutical industry~~International Journal of Molecular Science titled “PLG-007 and Its Active Component Galactomannan-α Competitively Inhibit Enzymes That Hydrolyze Glucose Polymers”.

On August 1, 2022 the company published a peer-reviewed article in the ~~US and Europe. Dr. Chen-Walden has more than 35 years~~International Journal of regulatory experience with the EMEA and in individual European countries. Since 2004 to present, Dr. Chen-Walden consulted for European Clinical and Regulatory Consultancy in medical monitoring, quality assurance and regulatory input for clinical studies in the fields of oncology, cardiology, diabetes, neurology, respiratory diseases and medical devices. Dr. Chen Walden received her Doctorate of Medicine from University of Tel Aviv, Israel. Dr. Chen-Walden has practiced medicine in Germany and France. Our board of directors believes that Dr. Chen-Walden’s expertise and experience in practicing medicine, her perspective, depth and background in medical monitoring and quality assurance, and her leadership in regulatory affairs provide her with the qualifications and skills to serve on our board of directors.
Health Science titled “Carbohydrate ProLectin-M, a galectin-3 antagonist, blocks SARS-CoV-2 activity”.

Item 6. Exhibits

Exhibit No.		Title of Document

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

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

100		The following financial statements from the Quarterly Report on Form 10-Q of BIOXYTRAN, Inc. for the quarter ended June 30, ~~2021~~2022 formatted in XBRL: (i) Condensed Balance Sheets (unaudited), (ii) Condensed Statements of Operations (unaudited), (iii) Condensed Statements of Cash Flows (unaudited), and (iv) Notes to Condensed Financial Statements (unaudited), tagged as blocks of text. *

104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed as an exhibit hereto.


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

SIGNATURES

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

	BIOXYTRAN, INC.

Date: August ~~10, 2021~~ 15, 2022	By:	/s/ David Platt
		David Platt
		Chief Executive Officer

		/s/ Ola Soderquist
		Ola Soderquist
		Chief Financial Officer


	Common Stock				Preferred Stock				Additional Paid in Capital
	Shares		Amount		Shares		Amount		Common			Preferred		Accumulated Deficit			Non-controlling Interest		Total Equity
December 31, 2019		86,475,673	$	86,476		0	$	0	$	1,355,542		$	—	$	(2,241,305	)	$	0	$	(799,287	)
Issuance of warrants										145,438										145,438
Conversion of warrants		750,000		750				0		(750	)							0		—
Options issued and vested - 2010 Plan										5,004										5,004
Shares issued to BoD & Mgmnt - 2010 Plan		6,000		6						2,241										2,247
Shares issued to Consultants - 2010 Plan		650,000		650						147,600										148,250
Debt premium on convertible note										(937,007	)									(937,007	)
Debt premium accretion										104,568										104,568
Shares issued for conversion of principal and accrued interest		350,000		350						33,782										34,132
Net loss															(540,495	)				(540,495	)
March 31, 2020		88,231,673	$	88,232		0	$	0	$	856,418		$	—	$	(2,781,800	)	$	0	$	(1,837,150	)

Options issued and vested - 2010 Plan										691										691
Shares issued to BoD & Mgmnt - 2010 Plan		8,800,000		8,800				0										0		8,800
Debt premium accretion										856,560										856,560
Net loss															(928,598	)				(928,598	)
June 30, 2020		97,031,673	$	97,032		0	$	0	$	1,713,669			—	$	(3,710,398	)	$	0	$	(1,899,697	)

Name		Amount due June 30, 2021		Accrued interest June 30, 2021			Converted notes		Interest due at conversion	Converted price		Stock issued for Note conversion
Notes sold in exchange for cash	(1)	$	1,165,000	$	10,270	$		$		$	—		—
Notes issued in exchange for accounts payable related party	(2)						981,466		5,398		0.13		7,591,261
Notes issued in exchange for accounts payable consultant	(2)						120,380		662		0.13		930,864
Note issued in exchange for defaulted notes	(3)		1,000,000		10,105						—		—
		$	2,165,000	$	20,375	$	1,101,846	$	6,060				8,522,125

	Number of Warrants			Weighted Average Exercise Price		Weighted- Average Remaining Expected Term
Outstanding as at January 1, 2020		616,666		$	1.06		4.2
Granted		405,334			0.36		0.9
Exercised		(750,000	)		—		—
Forfeited/Canceled		—			—		—
Outstanding as at December 31, 2020		272,000		$	2.00		3.9
Granted		—			—		—
Exercised		—			—		—
Forfeited/Canceled		—			—		—
Outstanding as at June 30, 2021		272,000		$	2.00		3.4

				Warrants Outstanding						Exercisable Warrants
Exercise Price		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
$	2.00	272,000	$	2.00	3.40	$	—	272,000	$	2.00	3.40	$	—

	# of shares		# of options		June 30, 2021		December 31, 2020
Minority owners cash investment		4,500,000			$	1,550,000	$	950,000
Bioxytran non-dilutive equity		15,000,000				1,500		1,500
Bioxytran dilutive equity		6,000,000				2,000,000		—
Issued stock options @ $0.33				4,500,000		450		—
		25,500,000		4,500,000		3,551,950		951,500

	June 30, 2021			June 30, 2020
Risk-free interest rate		0.17 – 0.35	%		1.32 – 1.69	%
Expected dividend yield		0	%		0	%
Volatility factor (monthly)		161.18	%		126.37	%
Expected life of options		3 years			3 years

	Number of Options		Weighted Average Grant-Date Fair Value
Non-vested as of December 31, 2020		0	$	0
Granted		90,000		0.20
Forfeited		0		—
Vested		90,000		0.20
Non-vested as of June 30, 2021		0	$	0