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

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

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.

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).

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

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.

Item 1. Unaudited Condensed Consolidated Financial Statements: BIOXYTRAN, Inc., ~~March 31,~~September 30, 2021

See the accompanying notes to these unaudited condensed consolidated financial statements

FOR THE THREE AND NINE MONTHS ENDED ~~MARCH 31,~~SEPTEMBER 30, 2021 AND 2020

See the accompanying notes to these unaudited condensed consolidated financial statements

FOR THE THREE AND NINE MONTHS ENDED ~~MARCH 31,~~SEPTEMBER 30, 2021 AND 2020

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..~~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.

Bioxytran, Inc. was organized on October 5, 2017 as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 authorized common shares with a par value of ~~$0.0001,~~$0.0001, and 5,000,000 preferred shares with a par value of ~~$0.0001.~~$0.0001. On September 21, 2018, the Company went under a reorganization in form of a reverse merger and is currently registered as a Nevada corporation with a taxing structure for U.S. federal and state income tax as a C-Corporation with 300,000,000 authorized common shares with a par value of ~~$0.001,~~$0.001, and 50,000,000 preferred shares with a par value of ~~$0.001.~~$0.001. There are currently 109,871,998 outstanding shares, 272,000 cash-less warrants with an average remaining exercise time of 3.15 years with an exercise price of $2.00 per share, with reset provisions, and 668,000 options with an average remaining exercise time of 1.47 years at an average price of $0.55 per share.

The Subsidiary was organized on October 5, 2017 as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 authorized common shares with a par value of ~~$0.0001,~~$0.0001, and 5,000,000 preferred shares with a par value of ~~$0.0001. The Subsidiary was founded under the name of Bioxytran “Bioxytran (DE)”~~$0.0001. ~~On April 29, 2020, the name was changed to Pharmalectin, Inc.~~ There are currently ~~17,600,000~~33,034,200 outstanding ~~shares; 15,000,000~~ shares, and 4,500,000 cash-less options with an average remaining exercise time of 4.65 years with an exercise price of $0.33 per share, with reset provisions; 28,534,200 shares (86%) are held by ~~Bioxytran~~the Company and ~~2,600,000~~4,500,000 (14%) shares by ~~Pharmalectin Partners, LLC (the “Investor”). Pharmalectin Partners, LLC has agreed~~minority shareholders. The options, originally issued to ~~buy~~the Subsidiary’s management under the 2017 Stock Plan, are currently held by an ~~additional 12,400,000 shares for a total of $4,100,000, a total ownership of 50% of Pharmalectin, Inc. After full execution the shares are convertible to 17.5% of the shares in Bioxytran, Inc.~~affiliated company.

The Foreign Subsidiary 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.

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

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

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

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

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 and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the ~~“treasury stock” and/or~~ “if converted” ~~methods~~method. At September 30, 2021 the potentially dilutive securities mount to 5,989,028 shares, the same number as ~~applicable.~~at September 30, 2020.

At March 31, 2021, we would, based on current market price of $0.17/share, be obligated to issue approximately 20,618,708 shares of common stock upon conversion of the currently outstanding Convertible Notes and 272,000 shares upon exercise of the warrants. For the Notes, the shares total is based on $1,962,901 of currently outstanding principal, default penalty and unpaid interest. At March 31, 2020, we would, based on the market price of $0.33/share, be obligated to issue approximately 5,161,511 shares of common stock upon conversion of the outstanding Convertible Note and 272,000 shares upon exercise of the warrants. For the Notes, the shares total was based on $1,048,800 of outstanding principal and unpaid interest at March 31, 2020.Stock Based Compensation

The conversion is priced to equal to the lesser of (i) the lowest trading price for the twenty-day period prior to the date of the Note or (ii) 65% of the lowest trading price during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. The Convertible Notes are limited to converting no more than 4.99% of our issued an outstanding common stock.

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 in the same expense classifications in the statements of operations, as if such amounts were paid in cash.

Accounting for ~~subsidiary stock transactions~~Subsidiary Stock Transactions

The Company accounts for subsidiary stock transactions in accordance with Opinions of the Accounting Principles Board 09 (APBO No. 9). In paragraph 28, this pronouncement excluded all adjustments ~~from~~form transactions in a company’s own stock “. . . from the determination of net income or the results of operations under all circumstances.” During the 3nine months ended ~~March 31,~~September 30, 2021, the Company sold ~~9% of~~1.8 million shares in its subsidiary Pharmalectin to external investors for a total amount of ~~$450,000.~~$600,000. Accordingly, APIC has been adjusted with this amount for the 3nine months ended ~~March 31, 2021, no~~September 30, 2021. No such transaction took place during the 3nine months ended ~~March 31,~~September 30, 2020.

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 3three and nine months ended ~~March 31,~~September 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.

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 the 3nine months ended ~~March 31,~~September 30, 2021 the Company incurred ~~$347,033~~ $1,247,647in research and development expenses, while during the 3nine months ended ~~March 31,~~September 30, 2020 the Company did not incur any such expenses.

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

As part of the process of preparing our 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.

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

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.

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

As at ~~March 31,~~September 30, 2021, the Company had cash of ~~$91,635~~$243,994 and a negative working capital of ~~$2,511,972.~~$1,935,967. The Company has not yet generated any revenues, and has incurred cumulative net losses of ~~$6,343,630.~~$7,715,483. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

During the ~~three~~nine months ~~ended March 31,~~ending September 30, 2021, the Company raised ~~$450,000~~$600,000 in cash proceeds from the issuance of common stock in our ~~Subsidiary.~~Subsidiary and $1,165,000 in cash from issuing 1-year convertible notes at 6% interest, with net cash proceeds of $1,045,150. During the same period in 2020, the Company raised ~~$264,000~~$264,000 from the issuance of convertible notes, and paid back ~~$242,938.~~$232,948. 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.

~~The~~the Company ~~intends~~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 ~~additional capital~~a net of $4,823,000. Further, the Company issued a selling shareholder prospectus for up to 17,653,077 shares through ~~private placements~~conversion of ~~debt and equity securities, but there~~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.

The Company’s management do not foresee that COVID-19 has any impact for the Company and its ability to carry out their plans.

Accordingly, the accompanying 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 consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

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

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment charges were recorded for the 3nine months ended ~~March 31,~~September 30, 2021 and the year ended December 31, 2020.

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.

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

On ~~March 31,~~September 30, 2021, there was ~~$368,367~~$338,826 in accounts payable to related parties in form of payroll and accrued ~~expenses.~~expenses, in addition to $100 in unissued shares owed to related parties. On December 31, 2020 there was ~~$307,176~~$307,176 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 ~~March 31,~~September 30, 2021 and at December 31, 2020:

~~As long as the following convertible notes remain outstanding, the Company is restricted from incurring any indebtedness or liens, except as permitted (as defined),~~Between October 23, 2019 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 repurchase all or any portion of any indebtedness, or pay cash dividends.

A Convertible Note to Auctus issued on February 25, 2019, was paid off on February 20, 2020, at an amount of $325,000, including $91,362 in accrued interest and $690 in fees, and 750,000 cashless warrants were exercised on March 12, 2020.

~~In the period January 1 to~~ March 18, 2020, the Company ~~entered into five contracts totaling $356,100 Senior Secured Promissory Note (“the Notes”~~issued senior convertible debentures for an aggregate of $938,400 (the “Convertible Debentures”) in exchange for an aggregate net cash proceeds of $836,000, ~~at an~~net of financing costs. The Convertible Debentures have a stated interest rate of ~~4-8%~~4-8% per annum ~~maturing in~~payable quarterly beginning October 23, 2020 and were due one year from issuance (the “Maturity Date”). Issuance fees totaling $50,100 were recorded as a debt discount, resulting in net proceeds of $314,000. The Notes are convertible into common stock of the Company, par value $.001 per share (the “Common Stock”) at any time after the earlier of: (i) 180 days from the date of issuance, the ~~Notes or (ii) upon effective date~~latest due March 18, 2021 and were convertible into shares of the Company’s common stock at the option of the holder at a ~~new registration statement. The~~ conversion price ~~of the Notes is equal~~ to the lesser of: ~~(i)~~(i) the lowest trading price for the twenty-day period prior to the date of the Notes or (ii) 65% of the average of the three lowest trading prices during the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading ~~market. The Company may prepay~~market.

Additionally, the variable conversion rate component requires that the Convertible Notes be valued at ~~any time at~~its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the undiscounted face value being deemed a ~~rate of 120% of outstanding~~premium to be added to the principal balance and ~~interest during~~accreted to additional paid-in capital over the first 90 days it is outstanding and 130% of outstanding principal and interest for the next 90 days thereafter. Thereafter the prepayment amount increases 5% for each thirty-day period until 270 days from the issue date at which time it is fixed at 150%life of the ~~outstanding principal and interest on~~Notes.

~~The Company also issued five-year warrants with cashless exercise provisions to purchase shares of Common Stock~~issuance of the ~~Company at an exercise price of $2.00 per share with cashless exercise provisions. For the three months ended at March 31, 2020,~~Convertible Debentures, the Company issued ~~72,000~~an aggregate of 272,000 warrants ~~resulting in an amortized~~to purchase the Company’s common stock at $2.00 per share, expiring five years from the date of issuance, the latest being March 18, 2020. These warrants contain a cashless exercise and certain anti-dilutive (reset) provisions. The Company determined that the Warrants were exempt from derivative accounting and were valued at $97,279 on the Date of Inception using the Black Scholes Options Pricing Model. As the warrants were exercisable immediately, this debt discount was amortized in its entirety to interest expense on the Date of ~~$12,711.~~Issuance.

In connection with the Debt Restructuring, described here below, the outstanding warrants were transferred to the Company’s management (issued in the name of NDPD, Inc.) in lieu of interest on amounts due as at May 31, 2021.

On April 16, 2020, SEC ordered, pursuant to Section 12(k) of the Securities Exchange Act of 1934, that trading of BIXT ~~was~~is suspended for the period April 16 through April 29, ~~2020.~~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 ~~ranges between 15% and 24%~~21% and the principal to increase to ~~168%~~168% of principal loan amount. The convertible debt increased by ~~$673,956~~$666,456 to ~~$1,612,356~~$1,604,856 while the interest accrual increased to approximately ~~$28,711/month, amounting to $350,545 at March 31, 2021.~~$28,563/month. At the default date, April 16, 2020, remaining debt discount of ~~$76,265~~$76,265 was amortized to interest expense and the remaining debt premium of ~~$856,560~~$856,560 was ~~accredited~~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.

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

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.

As described in the above, the outstanding ~~notes~~warrants were transferred to the Company’s management (issued in the name of NDPD, Inc.) in lieu of interest on amounts due as at ~~March~~May 31, ~~2021, are as follows:~~2021.

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

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

As of ~~March 31,~~September 30, 2021, no0 preferred shares have been designated ~~nor~~or issued.

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.~~$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.~~$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 3nine months ending ~~March 31,~~September 30, 2020, ~~656,000~~9,609,000 shares were awarded under the 2010 Stock Plan for a total value of ~~$150,497.~~$161,667.

On June 4, 2021, 7,591,261 shares of 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, in reliance on an exemption under Section 4(2)(a).

On June 4, 2021, 930,864 shares of 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, in reliance on an exemption under Section 4(2)(a).

For the 3nine months ending ~~March 31,~~September 30, 2021, ~~3,199,200~~3,899,200 shares were ~~awarded~~issued under the 2010 and the 2021 Stock ~~Plan~~Plans for a total value of ~~$767,808.~~$810,758.

As at ~~March 31,~~September 30, 2021, the Company has ~~100,649,873~~109,871,998 shares of common stock issued and outstanding. At December 31, 2020 there were 97,450,673 shares of common stock issued and outstanding.

~~For~~The Company accounts for warrants as either equity instruments or liabilities depending on the ~~3 months ended March 31,~~specific terms of the warrant agreement. As of September 30, 2021, the Company ~~did not issue any warrants. For the 3 months ended March 31, 2020 the Company issued 408,333 Warrants~~has 272,000 warrants outstanding which are all classified as ~~part of convertible note agreements. The warrants total value allocated to debt discount was $129,929. For details, see Convertible Note Payable under Note 7.~~equity instruments and are fully exercisable.

~~The fair value of stock warrants granted for the 3 months ended March 31, 2021 was calculated with the following assumptions:~~

The following ~~table summarizes~~tables summarize the Company’s common stock ~~warrant~~warrants activity for the 3nine months ended ~~March 31,~~September 30, 2021 and 2020:

~~The following table summarizes information about stock warrants that are vested or expected to vest at March 31, 2021:~~

~~The following table sets forth the status of the Company’s non-vested warrants as at March 31, 2021 and March 31, 2020:~~

~~The weighted-average remaining contractual life for warrants exercisable at March 31, 2021 is 3.65 years.~~ The aggregate intrinsic value ~~for fully vested, exercisable~~represents the pretax intrinsic value, based on the warrants ~~was $0 at March 31,~~with an exercise price less than the Company’s stock price of $0.0011 as of September 30, 2021, ~~and at December 31, 2020 was $0.~~which would have been received by the warrant holders had those warrant holders exercised their warrants as of that date.

~~For~~The outstanding warrants were transferred to the ~~3 months ended March 31, 2021 there were 1,350,000 shares sold~~Company’s management (issued in the ~~Company’s Subsidiary, Pharmalectin,~~name of NDPD, Inc. ~~for a total~~) in lieu of ~~$450,000. For the 3 months ended March~~interest on amounts due as at May 31, ~~2020 there were no such transaction.~~2021.

On January 19, 2010, the Company adopted a stock option plan entitled “The 2010 Stock Plan” (2010 Plan) under which the Company may grant Options to Purchase Stock, Stock Awards or Stock Appreciation Rights up to 15% of common stock, automatically adjusted on January 1 each year. Under the terms of the stock plans, 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 ~~plan~~2010 Stock Plan was retired and depleted. On January 19, 2021, the ~~2010 Plan was replaced with~~Board of Directors approved “The 2021 Stock Plan” (2021 Plan) with the same terms as the 2010 Plan, as at ~~March 31,~~September 30, 2021, ~~45,000~~90,000 options and ~~100,000~~700,000 shares have been awarded from the 2021 Plan.

On January 1, 2020 the Company granted 250,000 shares with a fair market value of ~~$0.285/~~$0.285/share at the time of award, to a consultant for assistance with the Companies PR work, for a total of ~~$71,250.~~$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/~~$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.~~$49,000.

On ~~February 21,~~May 1, 2020 the Company ~~granted 3,000~~appointed Mr. Mike Sheikh as EVP of Business Development. Mr. Sheikh was issued 8,800,000 shares with a fair market value of ~~$0.439/~~$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 July 1, 2020, the Company granted 3,000 shares with a fair market value of $0.19/share to three members of the ~~Audit Committee~~Company Board as compensation for their contribution in the ~~Audit~~Board and Committee contribution during the previous quarter, for a total of ~~$1,317.~~$570.

On August 3, 2020, the Company granted a total of 100,000 shares, to two Medical Consultants for their efforts in validating the Company’s science and potential clinical pathways. The shares total fair value at the time of award was $300.

On September 17, 2020, the Company granted a total of 50,000 shares, to a Medical Consultants for his efforts in validating the Company’s science and potential clinical pathways. The shares total fair value at the time of award was $1,500.

On January 1, 2021 the Company granted 10,000 shares, with a fair market value of ~~$0.24/~~$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.~~$2,400.

On January 15, 2021 the Company granted 3,189,200 shares of Common Stock valued at ~~$0.24/~~$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.~~$765,408.

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 PR work, for a total of $25,500.

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 656,000 0.14 – 0.44 0.22
Shares Issued as of March 31, 2020 1,127,000 $ 0.14 – 1.49 $ 0.57

Shares Issued as of December 31, 2020 11,002,000 $ 0.003 – 1.49 $ 0.10
Shares Issued 3,199,200 0.24 0.24
Shares Issued as of March 31, 2021 14,201,200 $ 0.003 – 1.49 $ 0.13

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 PR work, for a total of $450.

On July 1, 2021 the Company granted 10,000 shares to a Medical Advisory Board Member for her contribution to the Company during the second quarter of 2021. The total fair market value at the time of the award was $10, or $0.001/share and has been recorded in accounts payable, related party on the balance sheet.

On July 1, 2021 the Company granted 90,000 shares to three Board Members in reward of their attendance at Board and Committee meetings during the second quarter of 2021. The total fair market value at the time of the award was $90, or $0.001/share and has been recorded in accounts payable, related party on the balance sheet.

On August 2, 2021 the Company granted 699,000 shares to our Investment Banker as per engagement agreement for a total value of $699, or $0.001/share and has been recorded in accounts payable and accrued expenses on the balance sheet.

For the ~~three~~nine months ended ~~March 31,~~September 30, 2021, the Company recorded stock-based compensation expense of ~~$150,497~~$810,758 in connection with share-based payment awards. ~~The~~For the nine months ended September 30, 2020, the Company ~~did not record any~~ recorded stock-based compensation expense of $161,667in ~~the three first months of 2020.~~connection with share-based payment awards.

On January 1, 2020 the Company granted 3,000 three-year options immediately vested at an exercise price of ~~$0.31~~$0.31 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 ~~$603.~~$603.

On February 1, 2020 the Company granted 45,000 three-year options immediately vested at an exercise price of ~~$0.15~~$0.15 an Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of award was $4,401.

On April 1, 2020 the Company granted 3,000 three-year options at an exercise price of $0.32 to a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of the award was ~~$4,401.~~$646.

On May 1, 2020 the Company granted 45,000 three-year options at an exercise price of $0.001 to a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of the award was $45.

On July 1, 2020 the Company granted 3,000 three-year options at an exercise price of $0.18/share to a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of the award was $538.

On August 1, 2020 the Company granted 45,000 three-year options at an exercise price of $0.14/share to a Medical Advisory Board Member for his contribution in the Company’s Advisory Board. The options total fair value at the time of the award was $6,300.

On February 1, 2021 the Company granted 45,000 three-year options immediately vested at an exercise price of ~~$0.20~~$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 ~~$6,750.~~$7,650.

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

The fair value of stock options granted and revaluation of non-employee consultant options for the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020 was calculated with the following assumptions:

For the ~~three~~nine months ended ~~March 31,~~September 30, 2021, the Company recorded compensation expense of ~~$6,750~~$14,400 in connection with awarded stock options. For the ~~three~~nine months ended ~~March 31,~~September 30, 2020 the amount was ~~$5,004.~~$12,533. As at ~~March 31,~~September 30, 2021, there was no unrecognized compensation expense related to non-vested stock option awards.

The following table summarizes the Company’s stock option activity for the ~~three~~nine months ended ~~March 31,~~September 30, 2021, and 2020:

The following table summarizes information about stock options that are vested or expected to vest at ~~March 31,~~September 30, 2021:

The following table sets forth the status of the Company’s non-vested stock options as of ~~March 31,~~September 30, 2021 and December 31, 2020:

The weighted-average remaining estimated life for options exercisable at ~~March 31,~~September 30, 2021 is ~~1.78~~1.63 years.

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

~~As at March 31,~~At September 30, 2021 the Company ~~has 17,546,430~~have 20,656,492 options or stock awards available for grant under the 2021 Plan.

The Subsidiary is authorized to issue 95,000,000 shares of Common Stock, and 5,000,000 shares of Preferred Stock and have a par value of $0.0001 per share.

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

On June 4, 2021, the Subsidiary’s Board of Directors awarded 4.5 million options (15% of outstanding shares) to the Company’s management (issued in the name of NDPD, Inc.) to compensate for their non-renumerated work in the development, manufacturing and regulatory efforts in connection with the upcoming clinical trials. The options have been considered a derivative financial instrument, and are, as described in the above, treated as warrant liability due to their provisions for dilutive issuance and cash-less exercise.

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

At September 30, 2021 there are 33,034,200 shares outstanding and the Company owns 21 million (86%) of the shares. At December 31, 2020 there were 17,700,000 outstanding of 30,000,000 issued in the Subsidiary. The Company owned 15 million (85%) of the shares.

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 ~~$100,000~~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.

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~~claimant request that due to the default of their note requesting a judgment for an amount of not less than ~~$420,750.~~$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. ~~However, the full requested amount has been included in the default calculation of the convertible debt.~~ 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.~~$420,750.

The ~~Company has signed an~~underlying convertible note was, per agreement ~~with Pharmalectin Partners, LLC for them to acquire 50%~~ of the ~~Company’s Subsidiary for~~parties, cancelled on June 4, 2021, with Power Up agreeing to a ~~total value~~stipulation of $5,050,000. The single use of this investment is to develop ProLectin-I for SARS-CoV-2 treatment. At the date of March 31, 2021, $1,400,000 has been invested in the research and development of this drug. If the outlined milestones are met, the remainderdiscontinuance with prejudice of the ~~investment will be disbursed during the second quarter~~lawsuit and forfeiture of ~~2021. If the outcome is successful, the shares can during a limited time, prior to commercialization, be converted into 17.5% of the Company’s outstanding common stock.~~earlier awarded damages.

The Company has evaluated events from ~~March 31,~~September 30, 2021 through the date the financial statements were issued. The events requiring disclosure for this period are as follows;

~~Stock Options Awarded and Issued~~Shares awarded, but not yet issued, under the 2021 Stock Plan:

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

On October 1, 2021 the Company granted 160,000 shares to four Board Members in reward of their attendance at Board and Committee meetings during the second quarter of 2021. The total fair market value at the time of the award was $160, or $0.001/share.

On November 1, 2021 the Company granted 45,000 ~~three-year~~three-year options immediately vested at an exercise price of ~~$0.19 a Medical~~$0.001 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 ~~$7,650.~~$45.

The Company’s management has evaluated events occurring after September 30, 2021 through the date the financial statements were issued and did not identify any further subsequent events requiring disclosure.

~~Shares Awarded and Issued under the 2021 Stock Plan:~~

On April 1, 2021 the Company granted 10,000 shares to a Medical Advisory Board Member for her contribution to the Company during the first quarter of 2021. The total fair market value at the time of the award was $1,700, or $0.17/share.

On April 1, 2021 the Company granted 90,000 shares to three Board Members in reward of their attendance at Board and Committee meetings during the first quarter of 2021. The total fair market value at the time of the award was $15,300, or $0.17/share.

On April 22, 2021 the Company granted 150,000 shares to a Consultant to resolve issues with OTC and FINRA as a result of the SEC suspension. The total fair market value at the time of the award was $25,500, or $0.17/share.

~~Sales of Shares in Subsidiary, Convertible Notes and Conversion to Common Stock~~

On April 16, 2021, the Subsidiaries JV raised an initial $150,000 (450,000 shares) of a $3,500,000 (10,500,000 shares) Private Placement Offering to finance the ongoing clinical trials with ProLectin for treatment of COVID-19. The shares are convertible to Bioxytran common stock in a 1 for 1 exchange.

~~Issuance of Convertible Notes Payable~~

On May 3, 2021, the Company issued four 1-year convertible promissory notes (the “Notes”) with a face value of $1,265,000, maturing on May 2, 2022, and a stated interest of 6% to third-party investors. The Notes is convertible into common stock of the Company, par value $.001 per share (the “Common Stock”) from time to time, or at any time. Within 45 days of the Original Issuance Date, the company should prepare and file with the SEC a Registration Statement on Form S-1, shall include the Registrable Securities in the Registration Statement and use its best efforts to cause the Registration Statement to become effective and remain effective. The conversion price of the Notes is equal to $0.13 or 85% of the closing price of any Qualified Financing, whichever is less. The Notes was funded on May 10, 2021, when the Company received proceeds of $1,265,000, with disbursements for the fees and commissions which in aggregate resulted in a total discount of $128,850 to be amortized to interest expense over the life of the Notes.

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

Overview

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

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

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 trial are 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~~ Galectin antagonist use in mild cases of SARS-CoV-2; pilot feasibility randomised, open label, controlled trial. The Company is currently working on a Phase III clinical trial with the CDCSO 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. The clinical trials are expected to take place in ~~May~~December 2021 through ~~July, 2021.~~January, 2022. Further, the Company is also preparing an IND for a second drug candidate ProLectin-I with similar galactin blocking capabilities as the oral drug, ProLectin-M, but IV-injectable for severe cases of COVID-19. The initial Phase I/II clinical trial is planned for ~~April~~January through ~~June, 2021.~~March, 2022. The exact timing of the described clinical trials are subject to additional funding.

The accompanying 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 7 of the financial statements, the Company has currently ~~ten~~four convertible loans outstanding at a total face value of $938,400. As a result of the ten-day SEC suspension of April 16. 2020, the notes entered into default and the principal owed is currently $1,612,356, including default penalties. As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit of $6,343,630 as at March 31, 2021. The accumulated deficit as at December 31, 2020 was $4,721,923.$2,165,000.

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. 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.

~~Results of Operations~~RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

We are a ~~start-up~~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.~~products as of the fourth quarter of 2020 the Company has engaged in research and development activities through its Subsidiary, Pharmalectin, Inc., developing the ProLectin-Rx.

~~Operating Expenses~~

Research and Development

	Three months ended				Nine months ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Research and development:
Process development	$	—	$	—	$	339,000	$	—
Product development		84,143		—		305,742		—
Regulatory		57,634		—		116,824		—
Clinical trials		—		—		308,715		—
Project management		40,185		—		127,775		—
Total research and development	$	181,962	$	—	$	1,198,056	$	—

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. The Company expects its clinical trials to start -December, 2021

General and Administrative

	Three months ended				Nine months ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
General and administrative expenses:
Payroll and related expenses	$	270,101	$	54,000	$	827,110	$	138,000
Costs for legal, accounting and other professional services		2,138		18,780		80,522		37,729
Marketing expense		—		—		3,500		34,027
Miscellaneous expenses		92,198		32,460		293,239		107,444
Total general and administrative	$	364,437	$	105,240	$	1,204,371	$	318,200

The significant increase in Payroll and related expenses for the ~~3-months~~three and nine months ended ~~March 31,~~September 30, 2021 were ~~$347,033, while there were no such expenses at 3~~due to the roll-out of market-based salaries for the Company’s management.

The Costs for legal, accounting and other professional services for the nine months ended ~~March 31,~~September 30, 2021 has significantly increased due to a lawsuit, and an uptake in contract review related to our drug development.

Sales and marketing expense for the nine months ended September 30, 2021 were $3,500, as compared to $34,027 for the nine months ended September 30, 2020. The Company has postponed all marketing activities since the April, 2020, trading suspension of its stock.

The increase in miscellaneous G&A expenses during the nine months ended September 30, 2021 are accrued pension contributions due to the Company’s Management.

Stock-based Compensation

	Three months ended				Nine months ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Compensation expense to BoD and Management	$	45	$	570	$	343,277	$	11,617
Compensation expense to consultants		699		8,638		482,725		162,583
Total compensation expense	$	744	$	9,208	$	826,002	$	174,200

~~General and administrative (G&A) expenses~~Stock-based compensation mounted to $744 for the three months ended ~~March 31, 2021 were $567,320, while for the three months ended March 31, 2020, they were $110,542. The components of G&A expenses are as follows:~~

●

Payroll and related expenses for the three months ended March 31, 2021 were $54,000, as compared to $36,000 for the three months ended March 31, 2020. The difference was due to the hire of Mike Sheik on May 1, 2020.

●

Costs for legal, accounting and other professional services for the three months ended March 31, 2021 were $39,123, as compared to $22,574 for the three months ended March 31, 2020. The increase was due to contracting of a Project Manager for the ongoing clinical trials.

●

~~Sales and marketing expense for the three months ended March 31, 2021 were $3,500, as compared to $9,489 for the three months ended March 31, 2020. The decrease was due reduced PR efforts.~~

●

The remaining miscellaneous G&A expenses totaled $470,697, including a $420,750 summary judgement against the Company, for the three months ended March 31, 2021, as compared to $42,479 for the three months ended March 31, 2020. The decrease was due to attendance at the JP Morgan Investment Conference in 2019.

~~Stock-based Compensation~~

~~Stock-based compensation mounted to $774,558 for the three months ended March 31,~~September 30, 2021. The stock-based compensation for the three months ended ~~March 31,~~September 30, 2020 was ~~$155,501.~~$9,208. Stock-based compensation mounted to $826,002 for the nine months ended September 30, 2021. The ~~increase~~stock-based compensation for the nine months ended September 30, 2020 was ~~due to the liquidation of the 2010 Stock Plan.~~$174,200.

Other expenses

	Three months ended						Nine months ended
	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020
Other expenses:
Interest expense		(32,475	)		(86,593	)		(204,102	)		(919,677	)
Debt discount amortization		(29,964	)		(1,000	)		(47,067	)		(259,057	)
Total other expenses	$	(62,439	)	$	(87,593	)	$	(251,169	)	$	(1,178,734	)

During the three months ended September 30, 2021, the Company recorded $29,964 in amortization of debt discount and the interest expense was $32,475. During the three months ended September 30, 2020, the Company recorded $1,000 in amortization of debt discount while the interest expense was $86,593.

During the nine months ended September 30, 2021, the Company recorded $47,067 in amortization of debt discount, as compared to, $259,057 of debt discount amortization of for the nine months ended September 30, 2020. The interest for the convertible notes amounted to $204,102, as compared to $919,677 (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 nine months ended September 30, 2020.

Non-Controlling Interest

	Three months ended				Nine months ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Net loss attributable to the non-controlling interest	$	134,530	$	—	$	536,079	$	—

For the three months ended September 30, 2021 there was a non-controlling interest attribution of $134,530. No attribution was made as at September 30, 2020. For the nine months ended September 30, 2021 there was a non-controlling interest attribution of $536,079. No attribution was made as at September 30, 2020.

Net Loss

	Three months ended						Nine months ended
	September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020
Net loss attributable to Bioxytran	$	(475,152	)	$	(202,041	)	$	(2,993,560	)	$	(1,671,134	)

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

Weighted average number of common shares outstanding, basic and diluted		109,871,998			97,105,293			104,989,663			92,169,035

The Company generated a net loss for the three months ended September 30, 2021 of $475,152. In comparison, for the three months ended September 30, 2020, the Company generated a net loss of $202,041. The Company generated a net loss for the nine months ended September 30, 2021 of $2,993,560. In comparison, for the nine months ended September 30, 2020, the Company generated a net loss of $1,671,134. The increase in losses are due to Research & Development activities, as well as managements market-based salary increase and the compensation expense awarded to extinguish the 2010 Stock Plan.

~~Interest Expense and Amortization of Debt Discount and Premium~~CASH-FLOWS

	Nine months ended
	September 30, 2021			September 30, 2020
Net cash used in operating activities	$	(1,553,740	)	$	(208,161	)

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

Net cash provided by financing activities		1,765,000			39,166

Cash, beginning of period		41,688			169,628
Cash, end of period		243,994			633
Net increase (decrease) in cash	$	202,306		$	(168,995	)

During the three months ended March 31, 2021, the Company didn’t record any premium accretion to additional paid-in capital, and in amortization of debt discount, as compared to, $104,458 of premium accretion and a debt discount amortization of $166,722 (including warrant amortization of $145,438) for the three months ended March 31, 2020. The interest for the convertible notes outstanding amounted to $87,410, as compared to $107,730 for the three months ended March 31, 2020.

Net cash used in operating activities was $1,553,740 and $208,161 for the nine months ended September 30, 2021 and 2020, respectively. The increase was due to research and development activities the Company started engaging in during the fourth quarter on 2020, as well as managements market-based salary increase and the compensation expense awarded to extinguish the 2010 Stock Plan.

	In the nine months ended September 30, 2021 the Company is in the process of filing a patent, and $8,954 was spent in legal fees. In the nine months ended September 30, 2020 there were no investment activities.
	For the nine months ended September 30, 2021, Cash flows from financing activities were $1,765,000, whereof $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. For the nine months ended September 30, 2020, the amount was $39,166.
	The available cash was $243,994 and $633 in the end of the nine months ended September 30, 2021 and 2020, respectively.

~~Non-Controlling Interest~~22

~~For the three months ending March 31, 2021 there was a non-controlling interest attribution of $154,614. No attribution was made as at March 31, 2020.~~Cash Proceeds from Financing Activities

	Nine months ended
	September 30, 2021		September 30, 2020
Cash proceeds from financing activities
Proceeds from Loan		—		8,114
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	$	39,166

During the nine months ending September 30, 2021, the Company had raised $600,000 in cash proceeds from the issuance of common stock in our Subsidiary and $1,165,000 cash generating 1-year convertible notes at 6% interest, 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 $232,948 and also had a short-term loan of $8,114. 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.

~~Net Loss~~

The Company generated a net loss for the three months ended March 31, 2021 of $1,621,707. In comparison, for the three months ended March 31, 2020, the Company generated a net loss of $540,495. The increased loss is a result of the summary judgement against the Company, the commencement of Research & Development as well as the liquidation of the 2010 Stock Plan.

~~Cash-Flows~~

Net cash used in operating activities was $391,100 and $156,789 for the three months ended March 31, 2021 and 2020, respectively. The increase was due to Research and Development starting in the 4th quarter of 2020.

In the three months ended March 31, 2021 the Company is in the process of filing a patent, and $8,953 was spent in legal fees. In the three months ended March 31, 2021 there was no investment activities.

Cash flows from financing activities were $450,000 and $43,891 for the three months ended March 31, 2021 and 2020, respectively. The significant change was a $450,000 investment by our JV partner in the Company’s subsidiary, Pharmalectin.

~~Available cash was $91,635 and $43,891 at March 31, 2021 and March 31, 2020, respectively.~~

LIQUIDITY AND CAPITAL RESOURCES

Current Assets

	September 30, 2021		December 31, 2020
Current assets:
Cash	$	243,994	$	41,688
Pre-paid expenses		499,300		274,715
Total current assets	$	743,294	$	316,403

As of September 30, 2021, our current assets consisted of $243,994 in cash and $499,300 in pre-paid expenses. As at December 31, 2020, our current assets consisted of $41,688 in cash and $274,715 in pre-paid expenses. The pre-paid expenses were paid to a Clinical Research Organization (CRO) for the upcoming clinical trials.

Net Working Capital and Accumulated Deficit

	September 30, 2021			December 31, 2020
Net working capital	$	(1,935,967	)	$	(1,951,256	)

Accumulated deficit	$	(7,715,483	)	$	(4,721,923	)

At September 30, 2021, the net working capital deficit was $1,935,967 and the accumulated deficit was $7,715,483. Comparatively, on December 31, 2020, we had net working capital deficit of $1,951,256 and an accumulated deficit of $4,721,923. 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.

As at December 31, 2020, our assets consisted of was $91,635 in cash, $274,715 in pre-paid expenses and $18,953 in intangible assets in form of capitalized patent expenses. We had total liabilities of $2,878,322, which were all current liabilities, and which consisted of $845,216 in accounts payable and accrued expenses (of which $368,367 was payable to related parties), and $1,612,356 in the form of ten convertible loans currently in default. As a result of defaultingUpcoming Financing Activities from S-1 effective on ~~the notes, the debt premium as well as the debt discounts are fully amortized. On January 20,~~July 23, 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, in the balance sheet classed as other short-term debt. The equivalent numbers As at December 31, 2020, our assets consisted of was $41,688 in cash, $274,715 in pre-paid expenses and $10,000 in intangible assets in form of capitalized patent expenses. We had total liabilities of $2,267,659, which were all current liabilities, and which consisted of $655,303 in accounts payable and accrued expenses (of which $307,176 was payable to related parties), and $1,612,356 in the form of ten convertible loans currently in default. As a result of defaulting on the notes, the debt premium as well as the debt discounts are fully amortized.

Title of Each Class of Security Being Registered	Amount to be Registered		Proposed Offering Price		Proposed Aggregate Offering Price
Common Stock, $0.001 par value		5,300,000	$	1.00	$	5,300,000
Common Stock, $0.001 par value		17,653,077	$	0.13		2,294,900
Total		22,953,077			$	7,594,900

	On June 24, 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.

At March 31, 2021, we have total working capital of negative $2,511,972 and an accumulated deficit of $6,343,630. Comparatively, at December 31, 2020, we had total working capital of negative $1,951,256 and an accumulated deficit of $4,721,923. We believe that we must raise not less than $3,700,000 in addition to current cash on hand toThere can be ~~able to continue our business operations for approximately the next 15 months and repay the ten convertible notes.~~

~~Future Financing~~

We have a commitment from our JV partner to invest a total of $5 million in the Company’s subsidiary, at March 31, 2021 $1,400,000 has been released, and at December 31, 2020 $950,000 had been released. 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~~these funds will be available ~~in amounts or~~ on terms acceptable to ~~us,~~the Company, or ~~at all.~~will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.

Commitments

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

Contractual Obligations

	September 30, 2021		December 31, 2020
Interest on notes payable	$	53,210	$	263,135
Default penalty		—		673,956
Convertible notes payable		2,165,000		938,400
Total	$	2,218,210	$	1,875,491

Our contractual obligations include four convertible notes, for a total of $2,165,000 and of accrued interest for these notes mounting to $53,210, as at December 31, 2020 there were ten defaulted notes due for an amount of $1,875,491. At May 26, 2021, all outstanding notes in default were returned to the Company in exchange for a 1-year 6% note with a principal of $1,000,000 by a Company affiliate. The net gain on the forgiveness, $1,020,323, was recorded as additional paid-in capital.

As at March 31, 2021, our contractual obligations include ten convertible notes, with a face value of $938,400 and of accrued interest for these notes mounting to $350,545, described under Note 7 to the Financial Statements. As a result of the ten-day SEC suspension of April 16, 2020, the notes entered into default resulting in a default penalty of $673,956, increasing the principal owed to $1,612,356.

Off-Balance Sheet Arrangements

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

CRITICAL ACCOUNTING POLICIES

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

Stock Based Compensation

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

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

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 ~~March 31,~~September 30, 2021, (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 ~~March 31,~~September 30, 2021. 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 of ~~March 31,~~September 30, 2021, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.

~~No Attestation Report by Independent Registered Accountant~~

The effectiveness of our internal control over financial reporting as of March 31, 2021 has not been audited by our independent registered public accounting firm by virtue of our exemption from such requirement as a smaller reporting company.

Changes in Internal Controls Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the 3nine months ended ~~March 31,~~September 30, 2021 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 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. ~~However, the full requested amount has been included in the default calculation of the convertible debt.~~ 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

On April 16, 2020, SEC ordered, pursuant to Section 12(k) of the Securities Exchange Act of 1934, that trading of BIXT ~~was~~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; resulting~~Notes went into default.

At May 26, 2021, the ten outstanding notes in ~~an increase~~default were returned to the Company in exchange for a 1-year 6% note with a principal of $1,000,000 by a Company affiliate. The net gain on the interest to ranges between 15% and 24% and the principal to increase to 168% of principal loan amount. The convertible debt increased by $673,956 to $1,612,356 while the interest accrual increased to approximately $28,563/month, amounting to $263,135 at March 31, 2021. At the default date, April 16, 2020, remaining debt discount of $76,265forgiveness, $1,020,323, was ~~amortized to interest expense and the remaining debt premium of $856,560 was accredited to~~recorded as additional paid-in capital.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

On April 15, 2020, the Securities and Exchange Commission (the “SEC”) issued a temporary order of trading suspension pertaining to the Company’s securities; See SEC Release 34-88656 (the “Suspension”). By its terms the Suspension terminated on April 29, 2020.

The Company’s stock was, at the time, quoted on the OTCQB. When an SEC trading suspension ends, a broker-dealer generally may not solicit investors to buy or sell the previously-suspended over-the-counter (“OTC”) stock until certain requirements are met. Our common stock is traded on OTC Markets “Expert Market” under the symbol BIXT.

On November 8, 2021, the last reported sale price of our common stock as reported on the OTC Markets “Expert Market” was $0.0025 per share; however, we have a limited trading market for our stock and there is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our Common Stock may find it difficult to resell the securities offered herein should the purchaser desire to do so.

~~None.~~

Before soliciting quotations or resuming quotations in an OTC stock that has been subject to a trading suspension, a broker-dealer must file a Form 211 with the Financial Industry Regulatory Authority (“FINRA”) representing that it has satisfied all applicable requirements, including those of Rule 15c2-11 and FINRA Rule 6432.

Among other things, Rule 15c2-11 requires broker-dealers to review and maintain certain documents and information about the company, including in certain cases:

the company’s state of organization, business line, and names of certain control affiliates

the title and class of the securities outstanding; and

the company’s most recent balance sheet and its profit and loss and retained earnings statement.

No broker-dealer may solicit or recommend that an investor buy an OTC stock that has been subject to a trading suspension unless and until FINRA has approved a Form 211 relating to the stock. If there are continuing regulatory concerns about the company, its disclosures, or other factors, such as a pending regulatory investigation, a Form 211 application may not be approved.

Following any approval by FINRA of any 211 filed by us, we will also have to apply with OTC Markets to have our stock quoted on the OTCQB or OTCQX. There are no guarantees we will file a 211 or that any 211 we file will be approved by FINRA, nor are there any guarantees that even if we do file a 211 and it is approved by FINRA that OTC Markets will agree to allow our stock to be quoted via OTCQB or OTCQX.

However, limited or “unsolicited” trading can occur in an OTC stock that has been subject to a trading suspension after the suspension ends but before a Form 211 is approved. This may allow investors to trade the stock when a broker or adviser has not solicited or recommended such a transaction. Even though such trading is allowed, it can be very risky for investors without current and reliable information about the company.

We intend to apply for quotation on the Over-the-Counter Venture Market (“OTCQB”) operated by the OTC Markets Group, Inc. through a market maker; however, there can be no assurance that our common stock will ever be quoted on any quotation service. In order to be eligible for trading on the OTCQB we must a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) to have our common stock quoted on the OTCQB and remain current in our filings with the Securities and Exchange Commission. In order to be eligible for the OTCQB we must have a minimum bid price of $0.01, have at least 50 beneficial stockholders, each owning at least 100 shares, have a freely traded public float of at least 10% of our issued and outstanding shares of Common Stock or qualify from an exemption thereof and pay initial listing fees.

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, as discussed in the above. We are currently working with Glendale Securities to prepare the necessary documentation for FINRA, with the objective to be re-listed on the OTCQB prior to year-end.

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 in the pharmaceutical industry in the US and Europe. Dr. Chen-Walden has more than 35 years 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.

Item 6. Exhibits

Exhibit No.		Title of Document

10.63		Form of Warrant dated June 4, 2021 *

10.64		Form of Subsidiary Option dated June 4, 2021 *

10.65		Form of Private Placement Memorandum dated February 26, 2021 *

10.66		Form of Private Placement Memorandum dated September 17, 2021 *

21.4		Certificate of Incorporation Foreign (BVI) Subsidiary *

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 ~~March 31,~~September 30, 2021 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. *

*	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~~

SIGNATURES

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

	BIOXYTRAN, INC.

Date: ~~May 14,~~November 15, 2021	By:	/s/ David Platt
		David Platt
		Chief Executive Officer

		/s/ Ola Soderquist
		Ola Soderquist
		Chief Financial Officer

Nevada		26-2797630
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~233 Needham St.~~75 Second Ave., Ste ~~300, Newton,~~ 605, Needham, MA		~~02464~~02494
(Address of principal executive offices)		(Zip Code)

Class		Outstanding at ~~May 13,~~November 15, 2021
Common Stock, $0.001 par value per share		~~100,899,873~~109,871,998 shares

	March 31, 2021			December 31, 2020			September 30, 2021			December 31, 2020
ASSETS
Current assets:
Cash	$	91,635		$	41,688		$	243,994		$	41,688
Pre-paid expenses		274,715			274,715			499,300			274,715
Total current assets		366,350			316,403			743,294			316,403

Intangibles, net		18,953			10,000			18,954			10,000

Total assets	$	385,303		$	326,403		$	762,248		$	326,403

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses	$	476,849		$	348,127		$	248,218		$	348,127
Accounts payable related party		368,367			307,176
Convertible notes payable, net of premium and discount		1,612,356			1,612,356
Other short-term debt		420,750			—
Accounts payable, related party								338,826			307,176
Convertible notes payable, net of discount, related party								1,000,000			—
Convertible notes payable, net of discount								1,092,217			1,612,356
Total current liabilities		2,878,322			2,267,659			2,679,261			2,267,659

Total liabilities		2,878,322			2,267,659			2,679,261			2,267,659

Commitments and contingencies		—			—			—			—

Stockholders’ equity (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; 100,649,873 issued and outstanding as at March 31, 2021 and 97,450,673 as at December 31, 2020		100,650			97,451
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 September 30, 2021 and 97,450,673 as at December 31, 2020								109,872			97,451
Additional paid-in capital		2,566,484			1,795,125			4,736,136			1,795,125
Non-controlling interest		1,183,477			888,091			952,462			888,091
Accumulated deficit		(6,343,630	)		(4,721,923	)		(7,715,483	)		(4,721,923	)
Total stockholders’ equity (deficit)		(2,493,019	)		(1,941,256	)		(1,917,013	)		(1,941,256	)

Total liabilities and stockholders’ equity (deficit)	$	385,303		$	326,403		$	762,248		$	326,403


	Common Stock				Preferred Stock				Additional Paid in Capital
	Shares		Amount		Shares		Amount		Common			Preferred		Accumulated Deficit			Non- controlling Interest		Total Stockholders’ Equity (Deficit)
December 31, 2019		86,475,673	$	86,476		—	$	0	$	1,355,542		$	—	$	(2,241,305	)	$	0	$	(799,287	)
Issuance of warrants										145,438										145,438
Conversion of warrants		750,000		750						(750	)									—
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										104,658
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	$	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																8,800
Debt premium accretion										856,560										856,560
Net loss															(928,598	)				(928,598	)
June 30, 2020		97,031,673	$	97,032		—	$	0	$	1,713,669			—	$	(3,710,398	)	$	0	$	(1,899,697	)

Options issued and vested - 2010 Plan										6,838										6,838
Shares issued to BoD & Mgmnt - 2010 Plan		3,000		3						567										570
Shares issued to Consultants - 2010 Plan		150,000		150						1,650										1,800
Net Loss				—				—							(202,041	)		—		(202,041	)
September 30, 2020		97,184,673	$	97,185		—	$	0	$	1,722,724			—	$	(3,912,439	)	$	0	$	(2,092,530	)

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

PART I - FINANCIAL INFORMATION

	Item 1.	Unaudited Condensed Consolidated Financial Statements	1

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

		Statements of Operations for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020 (Unaudited)	2

		Statement of Changes in Stockholders’ Equity (Deficit) for the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020 (Unaudited)	3

		Statements of Cash Flows for the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020 (Unaudited)	45

		Notes to Unaudited Condensed Consolidated Financial Statements	56

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1619

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1925

	Item 4.	Controls and Procedures	1925

PART II - OTHER INFORMATION

	Item 1.	Legal Proceedings	2127

	Item 1A.	Risk Factors	2127

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2127

	Item 3.	Defaults Upon Senior Securities	2127

	Item 4.	Mine Safety Disclosures	2127

	Item 5.	Other Information	2127

	Item 6.	Exhibits	2229

SIGNATURES			2330


	3-Months Ended						Three months ended						Nine months ended
	March 31, 2021			March 31, 2020			September 30, 2021			September 30, 2020			September 30, 2021			September 30, 2020
Operating expenses:
Research and development	$	347,033		$	—		$	181,962		$	—		$	1,247,647		$	—
General and administrative		567,320			110,542			364,437			105,240			1,204,371			318,200
Compensation expense		774,558			155,501
Compensation Expense								844			9,208			826,452			174,200
Total operating expenses		1,688,911			266,043			547,243			114,448			3,278,470			492,400

Loss from operations		(1,688,911	)		(266,043	)		(547,243	)		(114,448	)		(3,278,470	)		(492,400	)

Other (expense):
Other income (expenses):
Interest expense		(87,410	)		(107,730	)		(32,475	)		(86,593	)		(204,102	)		(919,677	)
Debt discount amortization		—			(166,722	)		(29,964	)		(1,000	)		(47,067	)		(259,057	)
Total other (expenses) income		(87,410	)		(274,452	)
Total other income (expenses)								(62,439	)		(87,593	)		(251,169	)		(1,178,734	)

Net loss before provision for income taxes		(1,776,321	)		(540,495	)		(609,682	)		(202,041	)		(3,529,639	)		(1,671,134	)

Provision for income taxes		—			—			—			—			—			—
Net loss		(1,776,321	)		(540,495	)
NET LOSS								(609,682	)		(202,041	)		(3,529,639	)		(1,671,134	)

Net loss attributable to the non-controlling interest		154,614			—			134,530			—			536,079			—

NET LOSS ATTRIBUTABLE TO BIOXYTRAN	$	(1,621,707	)	$	(540,495	)	$	(475,152	)	$	(202,041	)	$	(2,993,560	)	$	(1,671,134	)

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

Weighted average number of common shares outstanding, basic and diluted		100,118,229			87,256,959			109,871,998			97,105,293			104,989,663			92,169,035

	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		—	$	—	$	1,355,542		$	—	$	(2,241,305	)	$	—		$	(799,287	)
Issuance of warrants										145,438											145,438
Conversion of warrants		750,000		750						(750	)										-
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											104,658
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		—	$	—	$	856,418		$	—	$	(2,781,800	)	$	—		$	(1,837,150	)

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	)


	Estimated Life (years)		March 31, 2021		December 31, 2020		Estimated Life (years)		September 30, 2021		December 31, 2020
Capitalized patent costs		20	$	18,953	$	10,000		20	$	18,954	$	10,000
Accumulated amortization				—		—				0		0

Intangible assets, net			$	18,953	$	10,000			$	18,954	$	10,000

Name		Amount due September 30, 2021			Accrued interest September 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	$	28,633	$		$		$	—	—
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		24,577						—	—
		$	2,165,000	$	53,210	$	1,101,846	$	6,060			8,522,125

Debtor	Date of Issuance	Default Date	Principal Amount		Default Penalty		Default Interest			Warrants Issued		Term		Exercise Price		Amortization of Warrants		Accrued Interest
GS Capital	10/30/2019	4/16/2020	$	125,000	$	65,808		24	%		50,000		5	$	2.00	$	23,867	$	45,992
Power Up #1	10/24/2019	4/16/2020		106,000		114,224		22	%		—		—		—		—		50,438
Peak One	10/23/2019	4/16/2020		120,000		36,000		18	%		50,000		5		2.00		21,606		26,849
Tangiers	10/23/2019	4/16/2020		106,300		48.261		18	%		50,000		5		2.00		21,116		30,702
FirstFire	11/20/2019	4/16/2020		125,000		65,541		24	%		50,000		5		2.00		17,979		45,753
Power Up #2	12/30/2019	4/16/2020		54,600		57,185		22	%		—		—		—		—		24,807
EMA Financial	01/10/2020	4/16/2020		125,000		135,158		24	%		50,000		5		2.00		5,948		61,030
Crown Bridge	02/20/2020	4/16/2020		55,000		28,015		15	%		22,000		5		2.00		6,763		12,250
Power Up #3	02/19/2020	4/16/2020		56,600		58,039		22	%		—		—		—		—		24,835
Power Up #4	03/18/2020	4/16/2020		64,900		65,725		22	%		—		—		—		—		27,890
			$	938,400	$	673,956					272,000					$	97,279	$	350,545

	March 31, 2021		December 31, 2020
Principal balance	$	938,400	$	938,400
Default Penalty		673,956		673,056
Unamortized debt discount		-		-
Unamortized debt premium		-		-
Outstanding, net of debt discount and premium	$	1,612,356	$	1,612,356

		September 30, 2021			December 31, 2020
Principal balance	$	1,165,000		$	938,400
Principal balance, related party		1,000,000			—
Default penalty		—			673,956
Unamortized debt discount		(72,783	)		—
Outstanding, net of premium and discount	$	2,092,217		$	1,612,356

	~~March 31, 2020~~
~~Risk-free interest rate~~		~~0.46 - 1.67~~	%
~~Expected dividend yield~~		0	%
~~Volatility factor (monthly)~~		~~158.22~~	%
~~Expected life of warrant~~		~~5 years~~

					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	2.21	$	0	90,000	$	0.001	2.21	$	0
		0.05	3,000		0.05	2.00		0	3,000		0.05	2.00		0
		0.15	90,000		0.15	1.58		0	90,000		0.15	1.58		0
		0.18	45,000		0.18	2.08		0	45,000		0.18	2.08		0
		0.19	45,000		0.19	2.33		0	45,000		0.19	2.33		0
		0.20	48,000		0.20	2.30		0	48,000		0.20	2.30		0
		0.31	3,000		0.31	1.25		0	3,000		0.31	1.25		0
		0.32	3,000		0.32	1.50		0	3,000		0.32	1.50		0
		0.73	3,000		0.73	1.00		0	3,000		0.73	1.00		0
		0.61	45,000		0.61	1.09		0	45,000		0.61	1.09		0
		0.95	200,000		0.95	0.95		0	200,000		0.95	0.95		0
		1.09	3,000		1.09	0.75		0	3,000		1.09	0.75		0
		1.10	45,000		1.10	0.83		0	45,000		1.10	0.83		0
		1.21	45,000		1.21	0.58		0	45,000		1.21	0.58		0
$	0.001-1.21		668,000	$	0.55	1.47	$	0	668,000	$	0.55	1.47	$	0

				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		2.08	$	—		45,000	$	0.001		2.08	$	—
	0.05		3,000		0.05		2.50		—		3,000		0.05		2.50		—
	0.15		90,000		0.15		2.08		—		90,000		0.15		2.08		—
	0.18		45,000		0.18		2.58		—		45,000		0.18		2.58		—
	0.20		48,000		0.20		2.80		—		48,000		0.20		2.80		—
	0.31		3,000		0.31		1.75		—		3,000		0.31		1.75		—
	0.32		3,000		0.32		2.00		—		3,000		0.32		2.00		—
	0.73		3,000		0.73		1.50		—		3,000		0.73		1.50		—
	0.61		45,000		0.61		1.59		—		45,000		0.61		1.59		—
	0.95		200,000		0.95		1.45		—		200,000		0.95		1.45		—
	1.09		3,000		1.09		1.25		—		3,000		1.09		1.25		—
	1.10		45,000		1.10		1.33		—		45,000		1.10		1.33		—
	1.21		45,000		1.21		1.08		—		45,000		1.21		1.08		—
$	0.001-1.21		578,000	$	0.62		1.78	$	—		578,000	$	0.62		1.78	$	—

	# of shares		September 30, 2021		December 31, 2020
Minority owners cash investment		4,500,000	$	1,550,000	$	950,000
Bioxytran non-dilutive equity		18,767,100		1,877		1,500
Bioxytran dilutive equity		9,767,100		2,753,666		—
		33,034,200		4,305,543		951,500

	Warrants		Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding as of December 31, 2020		272,000	$	2.00	$	—
Granted		—		—		—
Exercised		—		—		—
Forfeited/Canceled		—		—		—
Outstanding as of September 30, 2021		272,000	$	2.00	$	—

	Number of Warrants			Weighted Average Exercise Price		Weighted- Average Remaining Expected Term		Warrants			Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding as at January 1, 2020		616,666		$	1.06		4.2
Outstanding as of December 31, 2019									616,666		$	1.06	$	—
Granted		405,334			0.36		0.9		405,334			0.36		—
Exercised		(750,000	)		—		—		(750,000	)		—		—
Forfeited/Canceled		—			—		—		—			—		—
Outstanding as at December 31, 2020		272,000		$	2.00		3.9
Granted		—			—		—
Exercised		—			—		—
Forfeited/Canceled		—			—		—
Outstanding as at March 31, 2021		272,000		$	2.00		3.7
Outstanding as of September 30, 2020									272,000		$	2.00	$	—

				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		3.65	$	—		272,000	$	2.00		3.65	$	—

	Number of Warrants		Weighted- Average Grant-Date Fair Value
Non-vested as at March 31, 2020		—	$	—
Granted		405,334		0.13
Forfeited		—		—
Vested		405,334		0.13
Non-vested as at March 31, 2021		—	$	—

	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		656,000		0.14 – 0.44		0.22
Shares Issued as of March 31, 2020		1,127,000	$	0.14 – 1.49	$	0.57

Shares Issued as of December 31, 2020		11,002,000	$	0.003 – 1.49	$	0.10
Shares Issued		3,199,200		0.24		0.24
Shares Issued as of March 31, 2021		14,201,200	$	0.003 – 1.49	$	0.13

	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 September 30, 2020		9,927,000	$	0.003 – 1.49	$	0.10

Shares Issued as of December 31, 2020		11,002,000	$	0.003 – 1.49	$	0.10
Shares Issued		3,899,200		0.001 – 0.24		0.21
Shares Issued as of September 30, 2021		15,001,200	$	0.001 – 1.49	$	0.13

	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 September 30, 2020		437,000	$	0.001 – 1.21	$	0.77

Outstanding as of December 31, 2020		533,000	$	0.001 – 1.21	$	0.71
Granted		135,000		0.001 – 0.20		0.13
Exercised		—		—		—
Options forfeited/cancelled		—		—		—
Outstanding as of September 30, 2021		668,000	$	0.001 – 1.21	$	0.55

	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		48,000		0.15 - 0.31		0.16
Exercised		-		-		-
Options forfeited/cancelled		-		-		-
Outstanding as of March 31, 2020		389,000	$	0.15 - 1.21	$	0.76

Outstanding as of December 31, 2020		533,000	$	0.001 - 1.21	$	0.73
Granted		45,000		0.20		0.20
Exercised		-		-		-
Options forfeited/cancelled		-		-		-
Outstanding as of March 31, 2021		578,000	$	0.001 - 1.21	$	0.72

	Number of Options		Weighted- Average Grant-Date Fair Value		Number of Options		Weighted Average Grant-Date Fair Value
Non-vested as of December 31, 2020		-	$	-		0	$	0
Granted		45,000		0.18		135,000		0.13
Forfeited		-		-		0		—
Vested		45,000		0.18		135,000		0.13
Non-vested as of March 31, 2021		-	$	-
Non-vested as of September 30, 2021						0	$	0

	September 30, 2021			December 31, 2020
Net loss Subsidiary	$	(3,069,537	)	$	(687,883	)
Net loss attributable to the non-controlling interest		536,079			61,909
Net loss affecting Bioxytran	$	(2,533,458	)	$	(625,974	)

Accumulated losses	$	(3,760,290	)	$	(687,883	)
Accumulated losses attributable to the non-controlling interest		597,988			61,909
Accumulated losses Bioxytran	$	(3,162,302	)	$	(625,974	)

Net equity non-controlling interest	$	952,462		$	888,091