Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 19, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-35027 | |
Entity Registrant Name | BIOXYTRAN, INC. | |
Entity Central Index Key | 0001445815 | |
Entity Tax Identification Number | 26-2797630 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 75 2nd Avenue, | |
Entity Address, Address Line Two | Ste 605 | |
Entity Address, City or Town | Needham | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02494 | |
City Area Code | 617 | |
Local Phone Number | 454-1199 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 110,840,998 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 739,584 | $ 72,358 |
Total current assets | 739,584 | 72,358 |
Intangibles, net | 68,343 | 46,932 |
Total assets | 807,927 | 119,290 |
Current liabilities: | ||
Accounts payable and accrued expenses | 516,139 | 624,316 |
Accounts payable related party | 796,506 | 531,000 |
Un-issued shares liability | 16,000 | |
Un-issued shares liability related party | 6,400 | |
Convertible notes payable, net of premium and discount | 3,552,225 | 2,122,181 |
Total current liabilities | 4,887,270 | 3,277,497 |
Total liabilities | 4,887,270 | 3,277,497 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Preferred stock, $0.001 par value; 50,000,000 shares authorized, nil issued and outstanding | ||
Common stock, $0.001 par value; 300,000,000 shares authorized; 110,840,998 issued and outstanding | 110,841 | 110,841 |
Additional paid-in capital | 5,924,126 | 5,881,876 |
Non-controlling interest | (448,372) | (397,256) |
Accumulated deficit | (9,665,938) | (8,753,668) |
Total stockholders’ deficit | (4,079,343) | (3,158,207) |
Total liabilities and stockholders’ deficit | $ 807,927 | $ 119,290 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares, Issued | 110,840,998 | 110,840,998 |
Common Stock, Shares, Outstanding | 110,840,998 | 110,840,998 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 240,125 | $ 347,033 |
General and administrative | 556,581 | 567,320 |
Compensation expense | 22,400 | 774,558 |
Total operating expenses | 819,106 | 1,688,911 |
Loss from operations | (819,106) | (1,688,911) |
Other expenses: | ||
Interest expense | 52,035 | 87,410 |
Amortization | 92,245 | |
Total other expenses | 144,280 | 87,410 |
Net loss before provision for income taxes | (963,386) | (1,776,321) |
Provision for income taxes | ||
Net loss | (963,386) | (1,776,321) |
Net loss attributable to the non-controlling interest | 51,116 | 154,614 |
NET LOSS ATTRIBUTABLE TO BIOXYTRAN | $ (912,270) | $ (1,621,707) |
Loss per common share, basic and diluted | $ (0.01) | $ (0.02) |
Weighted average number of common shares outstanding, basic and diluted | 110,840,998 | 100,118,229 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
December 31, 2021 at Dec. 31, 2020 | $ 97,451 | $ 1,795,125 | $ (4,721,923) | $ 888,091 | $ (1,941,256) | |
Shares, Issued at Dec. 31, 2020 | 97,450,673 | 0 | ||||
Option s issued and vested - 2021 Plan | 6,750 | 6,750 | ||||
Shares issued to BoD & Mgmnt - 2010 Plan | $ 1,367 | 326,665 | 328,032 | |||
Shares issued to BoD & Mgmnt - 2010 Plan, Shares | 1,366,800 | |||||
Shares issued to Consultants - 2010 Plan | $ 1,832 | 437,944 | 439,776 | |||
Shares issued to Consultants - 2010 Plan, Shares | 1,832,400 | |||||
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) | ||||
Issuance of Warrants | ||||||
March 31, 2022 at Mar. 31, 2021 | $ 100,650 | 2,566,484 | (6,343,630) | 1,183,477 | (2,493,019) | |
Shares, Issued at Mar. 31, 2021 | 100,649,873 | 0 | ||||
December 31, 2021 at Dec. 31, 2020 | $ 97,451 | 1,795,125 | (4,721,923) | 888,091 | (1,941,256) | |
Shares, Issued at Dec. 31, 2020 | 97,450,673 | 0 | ||||
March 31, 2022 at Dec. 31, 2021 | $ 110,841 | 5,881,876 | (8,753,668) | (397,256) | $ (3,158,207) | |
Shares, Issued at Dec. 31, 2021 | 110,840,998 | 0 | 19,650,000 | |||
Net loss attributable to the non-controlling interest | (51,116) | $ (51,116) | ||||
Net loss | (912,270) | (912,070) | ||||
Issuance of Warrants | 42,250 | 42,250 | ||||
March 31, 2022 at Mar. 31, 2022 | $ 110,841 | $ 5,924,126 | $ (9,665,938) | $ (448,372) | $ (4,079,343) | |
Shares, Issued at Mar. 31, 2022 | 110,840,998 | 0 | 450,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (963,386) | $ (1,776,321) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization | 92,245 | |
Stock-based compensation expense | 22,400 | 774,558 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | (108,176) | 169,673 |
Accounts payable related party | 265,506 | 20,240 |
Other short-term debt | 420,750 | |
Net cash used in operating activities | (691,411) | (391,100) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Investment in intangibles | (22,323) | (8,953) |
Net cash used in investing activities | (22,323) | (8,953) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from subsidiary stock transactions | 450,000 | |
Proceeds from issuance of convertible notes payable | 1,380,960 | |
Net cash provided by financing activities | 1,380,960 | 450,000 |
Net increase in cash | 667,226 | 49,947 |
Cash, beginning of period | 72,358 | 41,688 |
Cash, end of period | 739,584 | 91,635 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest paid | ||
Income taxes paid | ||
NON-CASH INVESTING & FINANCING ACTIVITIES: | ||
Issuance of warrants | 42,250 | |
Debt discount on convertible note | $ 86,040 |
BACKGROUND AND ORGANIZATION
BACKGROUND AND ORGANIZATION | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BACKGROUND AND ORGANIZATION | NOTE 1 – BACKGROUND AND ORGANIZATION Business Operations Bioxytran, Inc. (the “Company”) is a clinical stage pharmaceutical company focused on the development, manufacture and commercialization of therapeutic drugs designed to address hypoxia in humans, which is a lack of oxygen to tissues, in a safe and efficient manner. Our Subsidiary, Pharmalectin, Inc. (the “Subsidiary”) is a clinical stage pharmaceutical company focused on the development, manufacture and commercialization of therapeutic drugs designed to address conditions related to Covid-19. Our Foreign Subsidiary, Pharmalectin (BVI), Inc. (the “Foreign Subsidiary”) is the owner and custodian of the Company’s Copyrights, Trade Marks and Patents. Organization Bioxytran, Inc. was organized on October 5, 2017 as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 0.0001 5,000,000 0.0001 300,000,000 0.001 50,000,000 0.001 Pharmalectin was organized on October 5, 2017 as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 0.0001 5,000,000 0.0001 30,000,000 19,650,000 15,000,000 4,650,000 4,500,000 Pharmalectin BVI was organized on March 17, 2021 as a British Virgin Islands (BVI) Business Corporation with a BVI corporate taxing structure with 50,000 1.00 50,000 Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC"), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited consolidated financial statements. While the information presented in the accompanying financial statements is unaudited, it includes all adjustments which are, in the opinion of the management, necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”). In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are statements prepared in accordance with US GAAP have been condensed or omitted. These financial statements should be read in conjunction with the Company’s December 31, 2021 audited financial statements and notes that can be expected for the year ending December 31, 2022. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Bioxytran, Inc. a Nevada Corporation, its majority owned subsidiary, Pharmalectin, Inc. of Delaware (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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows. Cash For purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with an original maturity date of three months or less to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation, valuation of warrants, valuations in connection with convertible notes and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into Common Stock using the “treasury stock” and/or “if converted” methods as applicable. At March 31, 2022, we would, based on the market price of $ 0.173 23,509,009 536,060 668,000 3,769,720 The 2021 1-year notes (the “New Notes”), have an interest rate of 6% and are convertible at the lower of (i) a fixed price of $0.13, or (ii) 85% of the closing price of any Qualified Financing, which consist of any fundraising receiving gross proceeds of not less than $500,000 The 2022 1-year notes (the “New Notes”), have an interest rate of 6% and are convertible at a fixed price of $0.25. The New Notes are limited to converting no more than 4.99% of our issued an outstanding Common Stock. Stock Based Compensation The Company measures the cost of services received from employees and non-employees in exchange for an award of equity instruments based on the fair value of the award on the grant date pursuant ASC 718. Stock-based compensation expense is recorded by the Company over the requisite service period, or vesting period, in the same expense classifications in the statements of operations, as if such amounts were paid in cash. Accounting for subsidiary stock transactions The Company accounts for subsidiary stock transactions in accordance with Opinions of the Accounting Principles Board 09 (APBO No. 9). In paragraph 28, this pronouncement excluded all adjustments from transactions in a company’s own stock “. . . from the determination of net income or the results of operations under all circumstances.” During the three months ended March 31 2021, the Company sold shares in its subsidiary Pharmalectin for a total amount of $ 450,000 Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the three months ended March 31, 2022 the Company incurred $ 240,125 347,033 Intangibles – Goodwill and Other Valuation of intangibles are in accordance with ASC 350. Costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at award date, which varies depending on the pendency period of the application, generally approximating seventeen years. Capitalized patent costs, also referred to as patent prosecution costs, include internal legal labor, professional legal fees, government filing fees and translation fees related to expanding the Company’s patent portfolio. Costs associated with the maintenance and annuity fees of patents are accounted for as prepaid assets at the time of payment and amortized over the shorter of the maintenance period or remaining life of the related patent. Accrued Expenses As part of the process of preparing our condensed consolidated financial statements, we are required to estimate accrued expenses. This process involves identifying services that third parties have performed on our behalf and estimating the level of service performed and the associated cost incurred on these services as at each balance sheet date in our consolidated financial statements. Examples of estimated accrued expenses include professional service fees, such as those arising from the services of attorneys and accountants and accrued payroll expenses. In connection with these service fees, our estimates are most affected by our understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that we do not identify certain costs that have been incurred or we under- or over-estimate the level of services or costs of such services, our reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to our judgment. We make these judgments based upon the facts and circumstances known to us in accordance with accounting principles generally accepted in the U.S. Warrants The Company has issued Common Stock warrants in connection with the execution of certain equity and debt financings. The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of our common share price, remaining life of the warrant, and risk-free interest rates at each period end. Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed interim financial statements. |
GOING CONCERN AND MANAGEMENT_S
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As at March 31, 2022, the Company had cash of $ 739,584 4,147,687 9,665,939 During the three months ended March 31, 2022, the Company raised a net of $ 1,380,960 450,000 The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. The Company’s management does not know the full extent or foresee the impact COVID-19 has had on our business or our operations or its ability to carry out our plans. We will continue to monitor and follow this situation closely. Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
INTANGIBLES
INTANGIBLES | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES | NOTE 4 - INTANGIBLES Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No 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. Estimated Life March 31, December 31, Capitalized patent costs 20 $ 69,254 $ 46,931 Accumulated amortization (911 ) — Intangible assets, net $ 68,343 $ 49,931 |
ACCOUNTS PAYABLES AND ACCRUED E
ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 5 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES On March 31, 2022, there was $ 796,506 6,400 531,000 The following table represents the major components of accounts payables and accrued expenses and other current liabilities at March 31, 2022 and at December 31, 2021: March 31, 2022 December 31, 2021 Accounts payable related party (1) $ 796,506 $ 531,000 Professional fees 120,696 375,371 Other 1,155 — Interest 137,720 85,685 Payroll taxes 59,693 32,010 Pension/401K 196,875 131,250 Un-issued share liability, consultant 16,000 — Un-issued share liability, related party (2) 6,400 — Convertible note payable 3,552,225 2,122,181 Total $ 4,887,270 $ 3,277,497 (1) $315,000 to each the CFO and the CEO for 23 months of salary and $166,506 to the VPBD for salary and expenses. At December 31, 2021 there was $210,000 to each the CFO and the CEO $111,000 to the VPBD for salary and expenses. (2) There are currently 40,000 shares of Common Stock awarded but not issued to four Board Members in the first quarter of 2022. The total fair market value at the time of the award was $6,400 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 6 – CONVERTIBLE NOTES PAYABLE Private Placement, 2021 Notes Around May 3, 2021, we entered into four (4)Securities Purchase Agreements, or “the SPA’s”, under which we agreed to sell convertible promissory notes, “the Notes”, in an aggregate principal amount of $ 2,165,000 6 At any time after the issue date of the Notes, The Holders of the Notes, “the Holders”, have the option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the Notes into shares of our common stock at the Conversion Price. The “Conversion Price” will be the lesser of (i) $.13 per share or (ii) 85% of the closing price of Any Qualified Financing, which consists of any fundraising receiving gross proceeds of not less than $500,000. The Holders are limited to holding a total of 4.99 The Common Stock underlying the Notes, when issued, bear a restrictive legend and has a 180-day lock-up period. They are currently eligible for resale under Rule 144. If the Notes are converted prior to us paying off such note, it would lead to substantial dilution to our shareholders as a result of the conversion discounted for the Notes. There can be no assurance that there will be any funds available to pay of the Notes, or if available, on terms that will be acceptable to us or our shareholders. If we fail to obtain such additional financing on a timely basis, the Holders may convert the Notes and sell the underlying shares, which may result in significant dilution to shareholders due to the conversion discount, as well as a significant decrease in our stock price. Private Placement, 2022 Notes Throughout the quarter, we entered into thirty-four (34) Securities Purchase Agreements, or “the SPA’s”, with accredited investors, under which we agreed to sell the Notes, in an aggregate principal amount of $ 1,467,000 6 At any time after the issue date of the Notes, “the Holders”, have the option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the Notes into shares of our Common Stock at the Conversion Price. The “Conversion Price” is set to $0.25 per share. The Holders are limited to holding a total of 4.99% of our issued and outstanding Common Stock. The Common Stock underlying the Notes, when issued, bear a restrictive legend are currently eligible for resale under Rule 144. If the Notes are converted prior to us paying off such note, it would lead to dilution to our shareholders as a result of the conversion discounted for the Notes. There can be no assurance that there will be any funds available to pay of the Notes, or if available, on terms that will be acceptable to us or our shareholders. If we fail to obtain such additional financing on a timely basis, the Holders may convert the Notes and sell the underlying shares, which may result in dilution if converted, as well as a decrease in our stock price. Schedule of converted notes Name Principal due March 31, 2022 Accrued interest March 31, 2022 Total amount due March 31, 2022 Private Placement, 2021 Notes (1) $ 2,165,000 $ 118,160 2,283,160 Private Placement, 2022 Notes (2) 1,467,000 19,560 1,486,560 $ 3,632,000 $ 137,720 3,769,720 (1) 1,045,150 119,850 (2) 1,380,960 86,040 At December 31, 2021 the outstanding convertible notes were as follows: Name Principal due December 31, 2021 Accrued interest December 31, 2021 Total amount due December 31, 2021 Notes sold in exchange for cash (1) $ 1,165,000 $ 46,108 1,211,108 Note issued in exchange for defaulted Old Notes (2) 1,000,000 39,577 1,039,577 $ 2,165,000 $ 85,685 2,250,685 (3) Net cash received for these notes were $ 1,045,150 $119,850 (4) The "Old Notes" were paid off and assumed by a different entity/company. Portions of the balance was forgiven and a new note of $ 1,000,000 Convertible notes payable consists of the following at March 31, 2022 and December 31, 2021: March 31, December 31, Principal balance $ 3,632,000 $ 2,165,000 Unamortized debt discount (79,775 ) (42,819 ) Outstanding, net of debt discount and premium $ 3,552,225 $ 2,122,181 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7 – STOCKHOLDERS’ EQUITY The Company is authorized to issue 300,000,000 50,000,000 Preferred stock As of March 31, 2022, or December 31, 2021, no preferred shares have been designated nor issued. Common stock For the 3 months ending March 31, 2021, 1,366,800 328,032 For the 3 months ending March 31, 2021, 1,832,400 439,776 As of March 31, 2022, the Company has 110,840,998 110,840,998 Common Stock Warrants For the 3 months ended March 31, 2022, in connection with the issuance of the convertible notes, the Company issued 264,060 0.25 0.16 42,250 The fair value of stock warrants granted for the 3 months ended March 31, 2022 was calculated with the following assumptions: March 31, Risk-free interest rate 1.53 % Expected dividend yield 0 % Volatility factor (monthly) 169.27 % Expected life of warrant 5 The following table summarizes the Company’s common stock warrant activity for the 3 months ended March 31, 2022 and 2021: Number of Weighted Weighted- Outstanding as at December 31, 2021 272,000 $ 2.00 3.9 Granted — — — Exercised — — — Forfeited/Canceled — — — Outstanding as at March 31, 2021 272,000 2.00 3.7 Outstanding as at December 31, 2022 272,000 $ 2.00 2.9 Granted 264,060 0.25 5.0 Exercised — — — Forfeited/Canceled — — — Outstanding as at March 31, 2022 536,060 $ 1.14 3.7 The following table summarizes information about stock warrants that are vested or expected to vest at March 31, 2022: Warrants Outstanding Exercisable Warrants Number of Weighted Average Exercise Price Per Share Weighted Aggregate Number of Weighted Weighted Aggregate Value 264,060 0.25 4.8 $ — 264,060 0.25 4.8 $ — 272,000 $ 2.00 2.6 $ — 272,000 $ 2.00 2.6 $ — 536,060 $ 1.14 3.7 $ — 536,060 $ 1.14 3.7 $ — The following table sets forth the status of the Company’s non-vested warrants as at March 31, 2022, there were no warrants issued for the three months ended at March 31, 2021: Number of Weighted- Non-vested as at December 31, 2022 — $ — Granted 264,060 0.25 Forfeited — — Vested 264,060 0.25 Non-vested as at March 31, 2022 — $ — The weighted-average remaining contractual life for warrants exercisable at March 31, 2022 is 3.65 0 Sales of Shares in Subsidiary For the 3 months ended March 31, 2022 there were no shares sold in the Company’s Subsidiary, Pharmalectin, Inc.. For the 3 months ended March 31, 2021 there were 1,350,000 450,000 |
STOCK OPTION PLAN AND STOCK-BAS
STOCK OPTION PLAN AND STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTION PLAN AND STOCK-BASED COMPENSATION | NOTE 8 – STOCK OPTION PLAN AND STOCK-BASED COMPENSATION On January 19, 2010, the Company adopted a stock option plan entitled “The 2010 Stock Plan” (2010 Plan) under which the Company may grant Options to Purchase Stock, Stock Awards or Stock Appreciation Rights up to 15 As at January 18, 2021, the 2010 plan was retired and depleted. On January 19, 2021, “The 2021 Stock Plan” (2021 Plan) with the same terms as the 2010 Plan. Shares Awarded and Issued under the 2010 Plan: On January 1, 2021 the Company granted 10,000 0.24 2,400 On January 15, 2021 the Company granted 3,189,200 0.24 227,800 Number of Shares Fair Value per Share Weighted Average Market Value per Share Shares Issued as of December 31, 2020 11,002,000 $ 0.003 1.49 $ 0.10 Shares Issued 3,199,200 0.24 0.24 Shares Issued as of March 31, 2021 14,201,200 $ 0.003 1.49 $ 0.13 Shares Issued as of December 31, 2021 18,706,909 0.003 1.49 0.088 Shares Issued — — — Shares Issued as of March 31, 2022 18,706,909 $ 0.003 1.49 $ 0.088 For the three months ended March 31, 2022 and 2021, the Company recorded stock-based compensation expense of $ 22,400 774,558 Shares awarded, but not yet issued On January 10, 2022 the Company granted 40,000 6,400 0.16 On February 18, 2022 the Company granted 100,000 16,000 0.16 Stock options granted and vested 2021 Plan: On February 1, 2021 the Company granted 45,000 0.20 6,750 There were no stock options granted the three months ended March 31, 2022. The fair value of stock options granted and revaluation of non-employee consultant options for the three months ended March 31, 2021 was calculated with the following assumptions: March 31, 2021 Risk-free interest rate 0.17 % Expected dividend yield 0 % Volatility factor (monthly) 161.18 % Expected life of options 3 years There were no stock options granted the three months ended March 31, 2022. For the three months ended March 31, 2021, the Company recorded compensation expense of $6,750 in connection with awarded stock options. As at March 31, 2022, there was no unrecognized compensation expense related to non-vested stock option awards. The following table summarizes the Company’s stock option activity for the three months ended March 31, 2022, and 2021: Number of Options Exercise Price per Share Weighted Average Exercise Price per Share Outstanding as of December 31, 2020 533,000 $ 0.001 1.21 $ 0.73 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 Outstanding as of December 31, 2021 668,000 $ 0.001 1.21 $ 0.55 Granted — — — Exercised — — — Options forfeited/cancelled — — — Outstanding as of March 31, 2022 668,000 $ 0.001 1.21 $ 0.55 The following table summarizes information about stock options that are vested or expected to vest at March 31, 2022: Options Outstanding Exercisable Options Exercise Price Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value $ 0.001 90,000 $ 0.001 1.70 $ — 90,000 $ 0.001 1.70 $ — 0.05 3,000 0.05 1.50 — 3,000 0.05 1.50 — 0.15 90,000 0.15 1.08 — 90,000 0.15 1.08 — 0.18 45,000 0.18 1.58 — 45,000 0.18 1.58 — 0.19 45,000 0.19 2.08 — 45,000 0.19 2.08 — 0.20 48,000 0.20 1.79 — 48,000 0.20 1.79 — 0.31 3,000 0.31 0.75 — 3,000 0.31 0.75 — 0.32 3,000 0.32 1.00 — 3,000 0.32 1.00 — 0.73 3,000 0.73 0.58 — 3,000 0.73 0.58 — 0.61 45,000 0.61 0.50 — 45,000 0.61 0.50 — 0.95 200,000 0.95 0.45 — 200,000 0.95 0.45 — 1.09 3,000 1.09 0.25 — 3,000 1.09 0.25 — 1.10 45,000 1.10 0.33 — 45,000 1.10 0.33 — 1.21 45,000 1.21 0.08 — 45,000 1.21 0.08 — $ 0.001 1.21 668,000 $ 0.55 0.97 $ — 668,000 $ 0.55 0.97 $ — There were no granted options granted, nor any options issued between March 31, 2022 and December 31, 2021: The weighted-average remaining estimated life for options exercisable at March 31, 2022 is 0.97 years. The aggregate intrinsic value for fully vested, exercisable options was $ 0 0 As at March 31, 2022 the Company has 34,041,909 |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 3 Months Ended |
Mar. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTEREST | NOTE 9 – NON-CONTROLLING INTEREST Schedule of non-controlling interest March 31, 2022 December 31, 2021 Net loss Subsidiary (215,818 ) (2,089,253 ) Net loss attributable to the non-controlling interest 51,116 496,297 Net loss affecting Bioxytran (164,702 ) (1,592,956 ) Accumulated losses (2,992,953 ) (2,777,135 ) Accumulated losses attributable to the non-controlling interest 609,322 558,206 Accumulated losses Bioxytran (2,383,631 ) (2,218,929 ) Net equity non-controlling interest (448,372 ) (397,256 ) As at March 31, 2022 and at December 31, 2022 there are 30,000,000 19,650,000 15,000,000 4,650,000 4,500,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Employment contracts The Company’s executive officers have entered employment contracts and confidentiality, non-disclosure and assignment of invention agreements. The employment agreements provide for the payment of $ 100,000 Litigation In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Legal fees for such matters are expensed as incurred and we accrue for adverse outcomes as they become probable and estimable. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS The Company has evaluated events from March 31, 2022 through the date the financial statements were issued. The events requiring disclosure for this period are as follows; Common stock Shares Awarded and Issued under the 2022 Stock Plan: On April 1, 2022 the Company granted 10,000 1,730 0.173 On April 1, 2022 the Company granted 70,000 12,110 0.173 On April 11, 2022 the Company granted 250,000 43,250 0.173 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Cash | Cash For purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with an original maturity date of three months or less to be cash equivalents. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation, valuation of warrants, valuations in connection with convertible notes and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. |
Net Loss per Common Share, basic and diluted | Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into Common Stock using the “treasury stock” and/or “if converted” methods as applicable. At March 31, 2022, we would, based on the market price of $ 0.173 23,509,009 536,060 668,000 3,769,720 The 2021 1-year notes (the “New Notes”), have an interest rate of 6% and are convertible at the lower of (i) a fixed price of $0.13, or (ii) 85% of the closing price of any Qualified Financing, which consist of any fundraising receiving gross proceeds of not less than $500,000 The 2022 1-year notes (the “New Notes”), have an interest rate of 6% and are convertible at a fixed price of $0.25. The New Notes are limited to converting no more than 4.99% of our issued an outstanding Common Stock. |
Stock Based Compensation | Stock Based Compensation The Company measures the cost of services received from employees and non-employees in exchange for an award of equity instruments based on the fair value of the award on the grant date pursuant ASC 718. Stock-based compensation expense is recorded by the Company over the requisite service period, or vesting period, in the same expense classifications in the statements of operations, as if such amounts were paid in cash. |
Accounting for subsidiary stock transactions | Accounting for subsidiary stock transactions The Company accounts for subsidiary stock transactions in accordance with Opinions of the Accounting Principles Board 09 (APBO No. 9). In paragraph 28, this pronouncement excluded all adjustments from transactions in a company’s own stock “. . . from the determination of net income or the results of operations under all circumstances.” During the three months ended March 31 2021, the Company sold shares in its subsidiary Pharmalectin for a total amount of $ 450,000 |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the three months ended March 31, 2022 the Company incurred $ 240,125 347,033 |
Intangibles – Goodwill and Other | Intangibles – Goodwill and Other Valuation of intangibles are in accordance with ASC 350. Costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at award date, which varies depending on the pendency period of the application, generally approximating seventeen years. Capitalized patent costs, also referred to as patent prosecution costs, include internal legal labor, professional legal fees, government filing fees and translation fees related to expanding the Company’s patent portfolio. Costs associated with the maintenance and annuity fees of patents are accounted for as prepaid assets at the time of payment and amortized over the shorter of the maintenance period or remaining life of the related patent. |
Accrued Expenses | Accrued Expenses As part of the process of preparing our condensed consolidated financial statements, we are required to estimate accrued expenses. This process involves identifying services that third parties have performed on our behalf and estimating the level of service performed and the associated cost incurred on these services as at each balance sheet date in our consolidated financial statements. Examples of estimated accrued expenses include professional service fees, such as those arising from the services of attorneys and accountants and accrued payroll expenses. In connection with these service fees, our estimates are most affected by our understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that we do not identify certain costs that have been incurred or we under- or over-estimate the level of services or costs of such services, our reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to our judgment. We make these judgments based upon the facts and circumstances known to us in accordance with accounting principles generally accepted in the U.S. |
Warrants | Warrants The Company has issued Common Stock warrants in connection with the execution of certain equity and debt financings. The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of our common share price, remaining life of the warrant, and risk-free interest rates at each period end. |
Fair Value | Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed interim financial statements. |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
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. | 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. Estimated Life March 31, December 31, Capitalized patent costs 20 $ 69,254 $ 46,931 Accumulated amortization (911 ) — Intangible assets, net $ 68,343 $ 49,931 |
ACCOUNTS PAYABLES AND ACCRUED_2
ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
The following table represents the major components of accounts payables and accrued expenses and other current liabilities at March 31, 2022 and at December 31, 2021: | The following table represents the major components of accounts payables and accrued expenses and other current liabilities at March 31, 2022 and at December 31, 2021: March 31, 2022 December 31, 2021 Accounts payable related party (1) $ 796,506 $ 531,000 Professional fees 120,696 375,371 Other 1,155 — Interest 137,720 85,685 Payroll taxes 59,693 32,010 Pension/401K 196,875 131,250 Un-issued share liability, consultant 16,000 — Un-issued share liability, related party (2) 6,400 — Convertible note payable 3,552,225 2,122,181 Total $ 4,887,270 $ 3,277,497 (1) $315,000 to each the CFO and the CEO for 23 months of salary and $166,506 to the VPBD for salary and expenses. At December 31, 2021 there was $210,000 to each the CFO and the CEO $111,000 to the VPBD for salary and expenses. (2) There are currently 40,000 shares of Common Stock awarded but not issued to four Board Members in the first quarter of 2022. The total fair market value at the time of the award was $6,400 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of converted notes | Schedule of converted notes Name Principal due March 31, 2022 Accrued interest March 31, 2022 Total amount due March 31, 2022 Private Placement, 2021 Notes (1) $ 2,165,000 $ 118,160 2,283,160 Private Placement, 2022 Notes (2) 1,467,000 19,560 1,486,560 $ 3,632,000 $ 137,720 3,769,720 (1) 1,045,150 119,850 (2) 1,380,960 86,040 At December 31, 2021 the outstanding convertible notes were as follows: Name Principal due December 31, 2021 Accrued interest December 31, 2021 Total amount due December 31, 2021 Notes sold in exchange for cash (1) $ 1,165,000 $ 46,108 1,211,108 Note issued in exchange for defaulted Old Notes (2) 1,000,000 39,577 1,039,577 $ 2,165,000 $ 85,685 2,250,685 (3) Net cash received for these notes were $ 1,045,150 $119,850 (4) The "Old Notes" were paid off and assumed by a different entity/company. Portions of the balance was forgiven and a new note of $ 1,000,000 |
Convertible notes payable consists of the following at March 31, 2022 and December 31, 2021: | Convertible notes payable consists of the following at March 31, 2022 and December 31, 2021: March 31, December 31, Principal balance $ 3,632,000 $ 2,165,000 Unamortized debt discount (79,775 ) (42,819 ) Outstanding, net of debt discount and premium $ 3,552,225 $ 2,122,181 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
The fair value of stock warrants granted for the 3 months ended March 31, 2022 was calculated with the following assumptions: | The fair value of stock warrants granted for the 3 months ended March 31, 2022 was calculated with the following assumptions: March 31, Risk-free interest rate 1.53 % Expected dividend yield 0 % Volatility factor (monthly) 169.27 % Expected life of warrant 5 |
The following table summarizes the Company’s common stock warrant activity for the 3 months ended March 31, 2022 and 2021: | The following table summarizes the Company’s common stock warrant activity for the 3 months ended March 31, 2022 and 2021: Number of Weighted Weighted- Outstanding as at December 31, 2021 272,000 $ 2.00 3.9 Granted — — — Exercised — — — Forfeited/Canceled — — — Outstanding as at March 31, 2021 272,000 2.00 3.7 Outstanding as at December 31, 2022 272,000 $ 2.00 2.9 Granted 264,060 0.25 5.0 Exercised — — — Forfeited/Canceled — — — Outstanding as at March 31, 2022 536,060 $ 1.14 3.7 |
The following table summarizes information about stock warrants that are vested or expected to vest at March 31, 2022: | The following table summarizes information about stock warrants that are vested or expected to vest at March 31, 2022: Warrants Outstanding Exercisable Warrants Number of Weighted Average Exercise Price Per Share Weighted Aggregate Number of Weighted Weighted Aggregate Value 264,060 0.25 4.8 $ — 264,060 0.25 4.8 $ — 272,000 $ 2.00 2.6 $ — 272,000 $ 2.00 2.6 $ — 536,060 $ 1.14 3.7 $ — 536,060 $ 1.14 3.7 $ — |
The following table sets forth the status of the Company’s non-vested warrants as at March 31, 2022, there were no warrants issued for the three months ended at March 31, 2021: | The following table sets forth the status of the Company’s non-vested warrants as at March 31, 2022, there were no warrants issued for the three months ended at March 31, 2021: Number of Weighted- Non-vested as at December 31, 2022 — $ — Granted 264,060 0.25 Forfeited — — Vested 264,060 0.25 Non-vested as at March 31, 2022 — $ — |
STOCK OPTION PLAN AND STOCK-B_2
STOCK OPTION PLAN AND STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
On January 15, 2021 the Company granted 3,189,200 | On January 15, 2021 the Company granted 3,189,200 0.24 227,800 Number of Shares Fair Value per Share Weighted Average Market Value per Share Shares Issued as of December 31, 2020 11,002,000 $ 0.003 1.49 $ 0.10 Shares Issued 3,199,200 0.24 0.24 Shares Issued as of March 31, 2021 14,201,200 $ 0.003 1.49 $ 0.13 Shares Issued as of December 31, 2021 18,706,909 0.003 1.49 0.088 Shares Issued — — — Shares Issued as of March 31, 2022 18,706,909 $ 0.003 1.49 $ 0.088 |
The fair value of stock options granted and revaluation of non-employee consultant options for the three months ended March 31, 2021 was calculated with the following assumptions: | There were no stock options granted the three months ended March 31, 2022. The fair value of stock options granted and revaluation of non-employee consultant options for the three months ended March 31, 2021 was calculated with the following assumptions: March 31, 2021 Risk-free interest rate 0.17 % Expected dividend yield 0 % Volatility factor (monthly) 161.18 % Expected life of options 3 years |
The following table summarizes the Company’s stock option activity for the three months ended March 31, 2022, and 2021: | The following table summarizes the Company’s stock option activity for the three months ended March 31, 2022, and 2021: Number of Options Exercise Price per Share Weighted Average Exercise Price per Share Outstanding as of December 31, 2020 533,000 $ 0.001 1.21 $ 0.73 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 Outstanding as of December 31, 2021 668,000 $ 0.001 1.21 $ 0.55 Granted — — — Exercised — — — Options forfeited/cancelled — — — Outstanding as of March 31, 2022 668,000 $ 0.001 1.21 $ 0.55 |
The following table summarizes information about stock options that are vested or expected to vest at March 31, 2022: | The following table summarizes information about stock options that are vested or expected to vest at March 31, 2022: Options Outstanding Exercisable Options Exercise Price Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value $ 0.001 90,000 $ 0.001 1.70 $ — 90,000 $ 0.001 1.70 $ — 0.05 3,000 0.05 1.50 — 3,000 0.05 1.50 — 0.15 90,000 0.15 1.08 — 90,000 0.15 1.08 — 0.18 45,000 0.18 1.58 — 45,000 0.18 1.58 — 0.19 45,000 0.19 2.08 — 45,000 0.19 2.08 — 0.20 48,000 0.20 1.79 — 48,000 0.20 1.79 — 0.31 3,000 0.31 0.75 — 3,000 0.31 0.75 — 0.32 3,000 0.32 1.00 — 3,000 0.32 1.00 — 0.73 3,000 0.73 0.58 — 3,000 0.73 0.58 — 0.61 45,000 0.61 0.50 — 45,000 0.61 0.50 — 0.95 200,000 0.95 0.45 — 200,000 0.95 0.45 — 1.09 3,000 1.09 0.25 — 3,000 1.09 0.25 — 1.10 45,000 1.10 0.33 — 45,000 1.10 0.33 — 1.21 45,000 1.21 0.08 — 45,000 1.21 0.08 — $ 0.001 1.21 668,000 $ 0.55 0.97 $ — 668,000 $ 0.55 0.97 $ — |
Schedule of Nonvested Share Activity [Table Text Block] |
NON-CONTROLLING INTEREST (Table
NON-CONTROLLING INTEREST (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Schedule of non-controlling interest | Schedule of non-controlling interest March 31, 2022 December 31, 2021 Net loss Subsidiary (215,818 ) (2,089,253 ) Net loss attributable to the non-controlling interest 51,116 496,297 Net loss affecting Bioxytran (164,702 ) (1,592,956 ) Accumulated losses (2,992,953 ) (2,777,135 ) Accumulated losses attributable to the non-controlling interest 609,322 558,206 Accumulated losses Bioxytran (2,383,631 ) (2,218,929 ) Net equity non-controlling interest (448,372 ) (397,256 ) |
BACKGROUND AND ORGANIZATION (De
BACKGROUND AND ORGANIZATION (Details Narrative) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 17, 2021 | Apr. 29, 2020 | Sep. 21, 2018 | Oct. 05, 2017 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000 | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 1 | |||
Common Stock, Shares, Issued | 110,840,998 | 110,840,998 | ||||
Common shares held | 15,000,000 | |||||
Equity method investment additional | 4,650,000 | |||||
Preferred Stock, Shares Outstanding | 0 | 0 | 50,000 | |||
Subsidiaries [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Common Stock, Shares, Issued | 30,000,000 | |||||
Common Stock, Other Shares, Outstanding | 19,650,000 | |||||
Equity method investment additional | 4,500,000 | |||||
Delaware Provenance [Member] | ||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||
Common stock, shares authorized | 300,000,000 | 95,000,000 | ||||
Common stock, par value | $ 0.001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 50,000,000 | 5,000,000 | ||||
Preferred stock, par value | $ 0.001 | $ 0.0001 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Market price per share | $ 0.173 | ||
Warrants outstanding | 23,509,009 | ||
Issue in stock option | 450,000 | 19,650,000 | |
Outstanding shares value | $ 3,769,720 | ||
Convertible notes, description | The 2021 1-year notes (the “New Notes”), have an interest rate of 6% and are convertible at the lower of (i) a fixed price of $0.13, or (ii) 85% of the closing price of any Qualified Financing, which consist of any fundraising receiving gross proceeds of not less than $500,000 | ||
Convertible notes, description | The 2022 1-year notes (the “New Notes”), have an interest rate of 6% and are convertible at a fixed price of $0.25. The New Notes are limited to converting no more than 4.99% of our issued an outstanding Common Stock. | ||
Research and development expenses | $ 240,125 | $ 347,033 | |
Warrants [Member] | |||
Issue in stock option | 536,060 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 668,000 |
GOING CONCERN AND MANAGEMENT__2
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash | $ 739,584 | $ 72,358 | $ 91,635 | $ 41,688 |
Negative working capital | 4,147,687 | |||
Cumulative net loss | (9,665,938) | $ (8,753,668) | ||
Proceeds from issuance of debt | 1,380,960 | |||
Proceeds from the issuance of common stock | $ 450,000 |
Amortization of capitalized pat
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, whic (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Estimated life (years) | 20 years | |
Capitalized patent costs | $ 69,254 | $ 46,931 |
Accumulated amortization | (911) | |
Intangible assets, net | $ 68,343 | $ 49,931 |
INTANGIBLES (Details Narrative)
INTANGIBLES (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Asset Impairment Charges | $ 0 | $ 0 |
The following table represents
The following table represents the major components of accounts payables and accrued expenses and other current liabilities at March 31, 2022 and at December 31, 2021: (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |||
Accounts payable related party | [1] | $ 796,506 | $ 531,000 |
Professional fees | 120,696 | 375,371 | |
Other | 1,155 | ||
Interest | 137,720 | 85,685 | |
Payroll taxes | 59,693 | 32,010 | |
Pension/401K | 196,875 | 131,250 | |
Un-issued share liability, consultant | 16,000 | ||
Un-issued share liability, related party | [2] | 6,400 | |
Convertible note payable | 3,552,225 | 2,122,181 | |
Total | $ 4,887,270 | $ 3,277,497 | |
[1] | $315,000 to each the CFO and the CEO for 23 months of salary and $166,506 to the VPBD for salary and expenses. At December 31, 2021 there was $210,000 to each the CFO and the CEO $111,000 to the VPBD for salary and expenses. | ||
[2] | There are currently 40,000 shares of Common Stock awarded but not issued to four Board Members in the first quarter of 2022. The total fair market value at the time of the award was $6,400 |
ACCOUNTS PAYABLES AND ACCRUED_3
ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued expenses in accounts payables to related parties | $ 796,506 | $ 531,000 |
Accrued expenses in accounts payables to related parties, unissued | $ 6,400 |
Schedule of converted notes (De
Schedule of converted notes (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Principal Due | $ 3,632,000 | $ 2,165,000 |
Interest Receivable | 137,720 | 85,685 |
Total | 3,769,720 | 2,250,685 |
Debt discount | 119,850 | 119,850 |
Notes issued | 1,000,000 | |
Private Placement 2021 Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Principal Due | 2,165,000 | |
Interest Receivable | 118,160 | |
Total | 2,283,160 | |
Private Placement 2022 Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Principal Due | 1,467,000 | |
Interest Receivable | 19,560 | |
Total | 1,486,560 | |
Note Sold In Exchange For Cash [Member] | ||
Short-Term Debt [Line Items] | ||
Principal Due | 1,165,000 | |
Interest Receivable | 46,108 | |
Total | 1,211,108 | |
Note Sold In Exchange For Cash [Member] | Wallach Beth Capital L L C [Member] | ||
Short-Term Debt [Line Items] | ||
face value | 1,045,150 | 1,045,150 |
Net Cash Rreceived For Notes [Member] | Wallach Beth Capital L L C [Member] | ||
Short-Term Debt [Line Items] | ||
face value | 1,380,960 | |
Debt discount | $ 86,040 | |
Note Issued In Exchange For Defaulted Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Principal Due | 1,000,000 | |
Interest Receivable | 39,577 | |
Total | $ 1,039,577 |
Convertible notes payable consi
Convertible notes payable consists of the following at March 31, 2022 and December 31, 2021: (Details) - Convertible Notes Payable [Member] - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Principal balance | $ 3,632,000 | $ 2,165,000 |
Unamortized debt discount | (79,775) | (42,819) |
Outstanding, net of debt discount and premium | $ 3,552,225 | $ 2,122,181 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | May 03, 2021 | May 03, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Short-Term Debt [Line Items] | ||||
Debt instrument commen stock rate increase decrease | 4.99% | |||
Proceeds from notes issuance | $ 1,380,960 | |||
Convertible Notes Payable [Member] | ||||
Short-Term Debt [Line Items] | ||||
Aggregate amount | $ 2,165,000 | $ 2,165,000 | ||
Debt Instrument, Interest Rate, Increase (Decrease) | 6.00% | |||
Description of convertible | (i) $.13 per share or (ii) 85% of the closing price of Any Qualified Financing, which consists of any fundraising receiving gross proceeds of not less than $500,000. | |||
Notes Payable, Other Payables [Member] | ||||
Short-Term Debt [Line Items] | ||||
Proceeds from notes issuance | $ 1,467,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% |
The fair value of stock warrant
The fair value of stock warrants granted for the 3 months ended March 31, 2022 was calculated with the following assumptions: (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Expected dividend yield | 0.00% |
Volatility factor (monthly) | 161.18% |
Expected life of warrant | 3 years |
Common Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Risk-free interest rate | 1.53% |
Expected dividend yield | 0.00% |
Volatility factor (monthly) | 169.27% |
Expected life of warrant | 5 years |
The following table summarizes
The following table summarizes the Company’s common stock warrant activity for the 3 months ended March 31, 2022 and 2021: (Details) - Warrant [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of shares, Outstanding, Beginning balance | 272,000 | 272,000 |
Weighted Average Exercise Price, Outstanding as of beginning | $ 2 | $ 2 |
Weighted-Average Remaining Expected Term, Beginning balance | 2 years 10 months 25 days | 3 years 10 months 25 days |
Number of shares, Outstanding, Ending balance | 536,060 | 272,000 |
Weighted-Average Exercise Price, Outstanding, Ending balance | $ 1.14 | $ 2 |
Weighted-Average Remaining Expected Term, Ending balance | 3 years 8 months 12 days | 3 years 8 months 12 days |
Number of shares, Granted | 264,060 | |
Number of shares, Granted | $ 0.25 | |
Weighted-Average Remaining Expected Term, Options granted | 5 years | |
Number of shares, Exercised |
The following table summarize_2
The following table summarizes information about stock warrants that are vested or expected to vest at March 31, 2022: (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Common Stock Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Warrants | shares | 264,060 |
Weighted Average Exercise Price Per Share | $ / shares | $ 0.25 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 4 years 9 months 18 days |
Number of Warrants | shares | 264,060 |
Weighted Average Exercise Price Per Share | $ / shares | $ 0.25 |
Weighted Average Remaining Contractual Life (Years) | 4 years 9 months 18 days |
Common Stock Warrants One [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Warrants | shares | 272,000 |
Weighted Average Exercise Price Per Share | $ / shares | $ 2 |
Number of Warrants | shares | 272,000 |
Weighted Average Exercise Price Per Share | $ / shares | $ 2 |
Weighted Average Remaining Contractual Life (Years) | 2 years 7 months 6 days |
Weighted Average Remaining Contractual Life (Years) | 2 years 7 months 6 days |
Common Stock Warrants Two [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of Warrants | shares | 536,060 |
Weighted Average Exercise Price Per Share | $ / shares | $ 1.14 |
Number of Warrants | shares | 536,060 |
Weighted Average Exercise Price Per Share | $ / shares | $ 1.14 |
Weighted Average Remaining Contractual Life (Years) | 3 years 8 months 12 days |
Weighted Average Remaining Contractual Life (Years) | 3 years 8 months 12 days |
The following table sets forth
The following table sets forth the status of the Company’s non-vested warrants as at March 31, 2022, there were no warrants issued for the three months ended at March 31, 2021: (Details) - Employee Stock Option 1 [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options, Non-vested as beginning | shares | |
Weighted- average grant-date fair value, non-vested as beginning | $ / shares | |
Number of Options, Granted | shares | 264,060 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 0.25 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period | shares | 0 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value | $ / shares | $ 0 |
Number of Options, Vested | shares | 264,060 |
Number of Options, Vested | $ / shares | $ 0.25 |
Number of Options, Non-vested as beginning | shares | 0 |
Weighted- average grant-date fair value, non-vested as ending | $ / shares | $ 0 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 17, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | 50,000 |
Common stock, shares issued | 110,840,998 | 110,840,998 | |
Common stock, shares, outstanding | 110,840,998 | 110,840,998 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |
Pharmalectin Partners LLC [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of shares issued | 1,350,000 | ||
Value of shares issued | $ 450,000 | ||
Common Stock Warrants [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 264,060 | ||
Common Stock, Par or Stated Value Per Share | $ 0.25 | ||
Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 42,250 | ||
Common Stock, Par or Stated Value Per Share | $ 0.16 | ||
Warrants exercisable, weighted average remaining contractual term | 3 years 7 months 24 days | ||
Aggregate intrinsic value for fully vested, exercisable warrants | $ 0 | ||
Stock Plan 2010 [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants or rights | 1,832,400 | ||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 439,776 | ||
Stock Plan 2010 [Member] | Common Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants or rights | 1,366,800 | ||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 328,032 |
On January 15, 2021 the Company
On January 15, 2021 the Company granted 3,189,200 (Details) - Stock Awards Plan [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares granted at beginning | 18,706,909 | 11,002,000 |
Weighted average market value per share at beginning | $ 0.088 | $ 0.10 |
Number of shares granted at beginning | 3,199,200 | |
Shares Issued | $ 0.24 | |
Weighted average market value per share at beginning | $ 0.24 | |
Number of shares granted at beginning | 18,706,909 | 14,201,200 |
Weighted average market value per share at beginning | $ 0.088 | $ 0.13 |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value per share at beginning | 0.003 | 0.003 |
Fair value per share at ending | 0.003 | 0.003 |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value per share at beginning | 1.49 | 1.49 |
Fair value per share at ending | $ 1.49 | $ 1.49 |
The fair value of stock options
The fair value of stock options granted and revaluation of non-employee consultant options for the three months ended March 31, 2021 was calculated with the following assumptions: (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Risk-free interest rate | 0.17% |
Expected dividend yield | 0.00% |
Volatility factor (monthly) | 161.18% |
Expected life of option | 3 years |
The following table summarize_3
The following table summarizes the Company’s stock option activity for the three months ended March 31, 2022, and 2021: (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares, Outstanding, Beginning balance | 668,000 | 533,000 |
Weighted Average Exercise Price, Outstanding as of beginning | $ 0.55 | $ 0.73 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 45,000 | |
Exercise Price per Share, Granted | $ 0.20 | |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.20 | |
Number of shares, Outstanding, Ending balance | 668,000 | 578,000 |
Weighted-Average Exercise Price, Outstanding, Ending balance | $ 0.55 | $ 0.72 |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Begnning | 0.001 | 0.001 |
Ending | 0.001 | 0.001 |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Begnning | 1.21 | 1.21 |
Ending | $ 1.21 | $ 1.21 |
The following table summarize_4
The following table summarizes information about stock options that are vested or expected to vest at March 31, 2022: (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 668,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 0.55 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 11 months 19 days |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 668,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.55 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 11 months 19 days |
Minimum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 0.001 |
Maximum [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 1.21 |
Exercise Price 0.001 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 90,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 0.001 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 1 year 8 months 12 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 0 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 90,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.001 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 1 year 8 months 12 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value | $ | $ 0 |
Exercise Price 0.05 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 3,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 0.05 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 1 year 6 months |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 0 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 3,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.05 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 1 year 6 months |
Exercise Price 0.15 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 90,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 0.15 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 1 year 29 days |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 90,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.15 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 1 year 29 days |
Exercise Price 0.18 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 45,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 0.18 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 1 year 6 months 29 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 0 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 45,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.18 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 1 year 6 months 29 days |
Exercise Price 0.19 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 45,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 0.19 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 2 years 29 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 0 |
Exercise Price Seven Five [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 45,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.19 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 2 years 29 days |
Exercise Price Six [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 48,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 0.20 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 1 year 9 months 14 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 0 |
Exercise Price Seven Six [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 48,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.20 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 1 year 9 months 14 days |
Exercise Price 0.31 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 3,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 0.31 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 9 months |
Exercise Price Seven Seven [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 3,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.31 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 9 months |
Exercise Price 0.32 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 3,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 0.32 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 1 year |
Exercise Price Seven Eight [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 3,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.32 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 1 year |
Exercise Price 0.73 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 3,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 0.73 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 6 months 29 days |
Exercise Price Seven Nine [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 3,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.73 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 6 months 29 days |
Exercise Price 0.61 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 45,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 0.61 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 6 months |
Exercise Price Seven Ten [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 45,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.61 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 6 months |
Exercise Price 0.95 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 200,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 0.95 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 5 months 12 days |
Exercise Price Seven Eleven [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 200,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 0.95 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 5 months 12 days |
Exercise Price 1.09 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 3,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 1.09 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 2 months 30 days |
Exercise Price Seven Twelve [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 3,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 1.09 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 2 months 30 days |
Exercise Price 1.10 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 45,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 1.10 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 3 months 29 days |
Exercise Price Seven Thirteen [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 45,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 1.10 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 3 months 29 days |
Exercise Price 1.21 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | shares | 45,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 1.21 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 29 days |
Exercise Price Seven Fourteen [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Exercisable | shares | 45,000 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 1.21 |
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 29 days |
STOCK OPTION PLAN AND STOCK-B_3
STOCK OPTION PLAN AND STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | Feb. 18, 2022 | Jan. 10, 2022 | Feb. 01, 2021 | Jan. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Options granted, value | $ 22,400 | $ 774,558 | ||||
Share-Based Payment Arrangement, Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 45,000 | |||||
Stock Plan 2010 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Percentage of stock award stock appreciation right | 15.00% | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 0 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value | $ 0 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 34,041,909 | |||||
Stock Plan 2010 [Member] | Subcontractors [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 10,000 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.24 | |||||
Options granted, value | $ 2,400 | |||||
Stock Plan 2010 [Member] | Medical Advisory Board [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 45,000 | |||||
Options granted, value | $ 6,750 | |||||
Stock Plan 2021 [Member] | Subcontractors [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 100,000 | 40,000 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.16 | $ 0.16 | ||||
Options granted, value | $ 16,000 | $ 6,400 | ||||
Stock Plan 2021 [Member] | Medical Advisory Board [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Stock options exercise price | $ 0.20 |
Schedule of non-controlling int
Schedule of non-controlling interest (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Net loss attributable to the non-controlling interest | $ 51,116 | $ 154,614 | |
Accumulated losses | (2,992,953) | $ (2,777,135) | |
Accumulated losses attributable to the non-controlling interest | 609,322 | 558,206 | |
Accumulated losses Bioxytran | (2,383,631) | (2,218,929) | |
Net equity non-controlling interest | (448,372) | (397,256) | |
Subsidiaries [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Net loss Subsidiary | (215,818) | (2,089,253) | |
Net loss attributable to the non-controlling interest | 51,116 | 496,297 | |
Net loss affecting Bioxytran | $ (164,702) | $ (1,592,956) |
NON-CONTROLLING INTEREST (Detai
NON-CONTROLLING INTEREST (Details Narrative) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Shares, Issued | 450,000 | 19,650,000 |
Shares, Outstanding | 30,000,000 | |
Subsidiaries [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Shares, Issued | 30,000,000 | |
Shares, Outstanding | 19,650,000 | |
Non controlling interest shares owed by company | 15,000,000 | |
Affiliated Entity [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Non controlling interest shares owed by company | 4,650,000 | |
Affiliated Entity 1 [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Non controlling interest shares owed by company | 4,500,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Mar. 31, 2022USD ($) |
Employment Agreements [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Payment of severance upon termination | $ 100,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Stock Plan 2022 [Member] - USD ($) | Apr. 11, 2022 | Apr. 01, 2022 |
Medical Advisory Board [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares, Granted | 250,000 | 10,000 |
Fair value | $ 43,250 | $ 1,730 |
Share price | $ 0.173 | $ 0.173 |
Board of Directors Chairman [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares, Granted | 70,000 | |
Fair value | $ 12,110 | |
Share price | $ 0.173 |