RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | Note 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In September 2024, the Company concluded that for shares issued pursuant to the Exchange Exemption in Rule 3(a)(9), the company historically valued these shares at the same price as an ongoing capital raise pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. In retrospect this approximation of Fair value based on the recommendations with ASC 820 - Fair Value Measurement, was not concluded to be precise enough, and that we would need to define a more precise value based on market price at the time of issuance. In accordance with the guidance of ASC 820 concerning for Lack of Registration Premium, shares that are restricted for six months under SEC Rule 144 generally see a 20%–30% discount on market price. The Company has opted for a 25% discount to the market price at the date of issuance based on the Company’s elevated volatility, and to the illiquidity of the high number of shares issued in these transactions. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the quarter ended September 30, 2023 and for the year ended December 31, 2023 (the “Affected Periods”) should be restated because of a misapplication in the guidance around the valuation for certain of our outstanding shares of Common Stock (the “Shares”) and should no longer be relied upon. Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below. The restatement had no net impact on net cash flows from operating, investing or financing activities. SCHEDULE OF IMPACT OF RESTATEMENT As Previously Restatement As Restated Balance Sheet As of December 31, 2023 As Previously Restatement As Restated Assets Adjustments 1744 1744 Total assets $ 137,638 $ 1,744 $ 139,382 Liabilities Adjustments (5,262 ) (5,262 ) Total liabilities 3,249,500 (5,262 ) 3,244,238 Stockholders’ equity Preferred stock, $ 0.001 — — — Adjustments (1,000 ) (1,000 ) Common stock, $ 0.001 145,642 (1,000 ) 144,642 Adjustments (209,731 ) (209,731 ) Additional paid-in capital 12,920,984 209,731 13,130,715 Non-controlling interest (680,886 ) — (680,886 ) Accumulated deficit (15,497,602 ) (201,725 ) (15,699,327 ) Total stockholders’ equity (3,111,862 ) 7,006 (3,104,856 ) Total liabilities and stockholders’ equity $ 137,638 $ 1,744 $ 139,382 As Previously Restatement As Restated Statement of Operations As of September 30, 2023 As Previously Restatement As Restated Adjustment from Operations 3,460 3,460 Loss from operations $ (2,793,386 ) $ 3,460 $ (2,789,927 ) Loss of issuance (212,458 ) (212,458 ) Total other (expense) income (508,541 ) (212,458 ) (720,999 ) Net loss $ (3,301,927 ) $ (208,999 ) $ (3,510,926 ) Net loss attributable to the non-controlling interest 68,435 — 68,435 NET LOSS ATTRIBUTABLE TO BIOXYTRAN (3,233,492 ) (208,999 ) (3,442,491 ) Loss per Common share, basic and diluted (0.02 ) (0.01 ) (0.03 ) Weighted average number of Common shares out-standing, basic and diluted 129,441,332 — 129,441,332 As Previously Restatement As Restated Statement of Cash Flows As of September 30, 2023 As Previously Restatement As Restated Net loss $ (3,301,927 ) $ (208,999 ) $ (3,510,926 ) Adjustments (3,460 ) (3,460 ) Adjustment to reconcile net loss to net cash used in operating activities — (212,458 ) (212,458 ) Net cash used in operating activities (682,749 ) — (682,749 ) Net cash used in investing activities (37,740 ) — (37,740 ) Net cash provided by financing activities 505,361 — 505,361 Net change in cash $ (215,128 ) $ — $ (215,128 ) The impact to the balance sheet dated September 30, 2023, filed on Form 10-Q on November 3, 2023, the valuation of for shares issued pursuant to the Exchange Exemption in Rule 3(a)(9), resulted in a $ 212,458 | Note 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS In September 2024, the Company concluded that for shares issued pursuant to the Exchange Exemption in Rule 3(a)(9), the company historically valued these shares at the same price as an ongoing capital raise pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. In retrospect this approximation of Fair value based on the recommendations with ASC 820 - Fair Value Measurement, was not concluded to be precise enough, and that we would need to define a more precise value based on market price at the time of issuance. In accordance with the guidance of ASC 820 concerning for Lack of Registration Premium, shares that are restricted for six months under SEC Rule 144 generally see a 20% 30% 25% The Company also concluded that for shares issued pursuant to the Exchange Exemption in Rule 701, the company historically valued these shares at the weighted average market price for the period the benefit was earned. In retrospect this approximation of Fair value based on the recommendations with ASC 820 - Fair Value Measurement, was not concluded to be precise enough, and that we would need to define a more precise value based on market price at the time of issuance. In accordance with the guidance of ASC 820 the shares will be valued at the market price of the day closest to the date of awarded grant. Finally, the Company discovered some timing issues, where the accruals had not been sufficiently allocated, or had been allocated to the incorrect accounting period. Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the years ended December 31, 2023, and 2022 (the “Affected Periods”) should be restated because of a misapplication in the guidance around the valuation for certain of our outstanding shares of Common Stock (the “Shares”) and should no longer be relied upon. Impact of the Restatement The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below. The restatement had no net impact on net cash flows from operating, investing or financing activities. SCHEDULE OF IMPACT OF RESTATEMENT As Previously Reported Restatement Adjustment As Restated As Previously Reported Restatement/ Adjustment As Restated Balance Sheet As of December 31, 2023 As of December 31, 2022 As Previously Reported Restatement Adjustment As Restated As Previously Reported Restatement/ Adjustment As Restated Assets Adjustment to Intangibles $ — $ 1,744 $ 1,744 $ — $ — $ — Total assets 137,638 1,744 139,382 370,936 — 370,936 Liabilities Adjustments to accounts payable (6,369 ) (6,369 ) 4,429 4,429 Adjustments to unissued shares 11,631 11,631 Total liabilities 3,249,500 (5,262 ) 3,244,238 3,663,482 4,429 3,667,911 Stockholders’ equity Preferred stock, $ 0.001 — — — — — — Adjustment to Common Stock (1,000 ) (1,000 ) 94 94 Common stock, $ 0.001 145,642 (1,000 ) 144,642 123,252 94 123,346 Adjustment to APIC 164,731 164,731 4,679 4,679 Additional paid-in capital 12,920,984 164,731 13,085,715 8,392,430 4,679 8,397,109 Non-controlling interest (680,886 ) — (680,886 ) (590,628 ) — (590,628 ) Accumulated deficit (15,497,602 ) (201,725 ) (15,699,327 ) (11,217,600 ) (9,202 ) (11,226,802 ) Total stockholders’ equity (3,111,862 ) 7,006 (3,104,856 ) (3,292,546 ) (4,429 ) (3,296,975 ) Total liabilities and stockholders’ equity $ 137,638 $ 1,744 $ 139,382 $ 370,936 $ — $ 370,936 As Previously Reported Restatement Adjustment As Restated As Previously Reported Restatement/ Adjustment As Restated Statement of Operations As of December 31, 2023 As of December 31, 2022 As Previously Reported Restatement Adjustment As Restated As Previously Reported Restatement/ Adjustment As Restated Adjustment to R&D (300,000 ) (300,000 ) Adjustment to GNA 19,935 19,935 (9,202 ) (9,202 ) Loss from operations (3,820,147 ) 19,935 (3,800,212 ) (2,134,112 ) (309,202 ) (2,436,541 ) Adjustment to other income — — — — 300,000 300,000 Loss of issuance — (212,458 ) (212,458 ) — — — Total other income (expense) (550,113 ) (212,458 ) (762,571 ) (523,192 ) 300,000 (229,965 ) Net loss $ (4,370,260 ) $ (192,523 ) $ (4,562,783 ) $ (2,657,304 ) $ (9,202 ) $ (2,666,506 ) Net loss attributable to the non-controlling interest 90,258 — 90,258 193,372 — 193,372 NET LOSS ATTRIBUTABLE TO BIOXYTRAN (4,280,002 ) (192,523 ) (4,472,525 ) (2,463,932 ) (9,202 ) (2,473,134 ) Loss per Common share, basic and diluted (0.03 ) — (0.03 ) (0.02 ) — (0.02 ) Adjustment of average number of Common shares out-standing (251,473 ) (251,473 ) (2,427,075 ) (2,427,075 ) Weighted average number of Common shares out-standing, basic and diluted 134,224,825 (251,473 ) 133,973,352 115,139,380 (2,427,075 ) 112,712,305 As Previously Reported Restatement Adjustment As Restated As Previously Reported Restatement/ Adjustment As Restated Statement of Cash Flows As of December 31, 2023 As of December 31, 2022 As Previously Reported Restatement Adjustment As Restated As Previously Reported Restatement/ Adjustment As Restated Net loss $ (4,370,260 ) $ (192,523 ) $ (4,562,783 ) $ (2,657,304 ) $ (9,202 ) $ (2,666,506 ) Adjustment to reconcile net loss to net cash used in operating activities — 192,523 192,523 — 7,202 7,202 Net cash used in operating activities (775,375 ) — (775,375 ) (1,805,670 ) 2,000 (1,803,670 ) Net cash used in investing activities (44,301 ) — (44,301 ) (32,247 ) — (32,247 ) Adjustment in cash investment (2,000 ) (2,000 ) Net cash provided by financing activities 550,361 — 550,361 2,060,960 (2,000 ) 2,058,960 Net change in cash $ (269,315 ) $ — $ (269,315 ) $ 223,043 $ — $ 223,043 The impact to the balance sheet dated December 31, 2023, and 2022, filed on Form 10-K on March 22, 2024, and on March 31, 2023, the valuation of for shares issued pursuant to the Exchange Exemption in Rule 3(a)(9), resulted in a $ 212,458 increase to the Loss of issuance line item on December 31, 2023, and offsetting to the Additional Paid in Capital (“APIC”). The adjustment had no impact to total stockholders’ equity at any reported balance sheet date. The impact to the balance sheet dated December 31, 2023, filed on Form 10-K on March 22, 2024, the valuation of for shares issued pursuant to the Exchange Exemption in Rule 701, resulted in a $ 19,935 reduction to the Compensation Expense line item on December 31, 2023, and offsetting to the Additional Paid in Capital (“APIC”). The adjustment had no impact to total stockholders’ equity at any reported balance sheet date. In 2022 the amount of $ 300,000 R&D expense was reclassified to other income. The transaction had no A private placement of $ 30,000 93,750 1,000,000 251,473 2,427,075 Incorrectly warrants forfeiture and issuance fees were classified at operational income/expense reducing the result with $ 4,773 at December 31, 2022, and was offset to the Additional Paid in Capital (“APIC”). Other inconsistencies were insufficient accruals for IP and offset against liabilities for an amount of $ 1,744 for the year ended December 31, 2023, and a timing issue with paid salaries and payroll taxes, as well as insufficient allocation to accruals for legal services reduced the result with ( 4,429 ) ( 5,262 for the year ended on December 31, 2023. |