Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2023

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

For the transition period from_____________ to _____________

Commission file number: 001-35027

BIOXYTRAN, INC.

(Exact name of registrant as specified in its charter)

Nevada

2834

26-2797630

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

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

617-454-1199

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

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

Class		Outstanding at July 28, 2023
Common Stock, $0.001 par value per share		132,535,294 shares

BIOXYTRAN, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

	Item 1.	Unaudited Condensed Consolidated Financial Statements	1

		Balance Sheets as of June 30, 2023 and December 31, 2022 (Unaudited)	1

		Statements of Operations for the three and six months ended June 30, 2023 and 2022 (Unaudited)	2

		Statement of Changes in Stockholders’ Deficit for the six months ended June 30, 2023 and 2022 (Unaudited)	3

		Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (Unaudited)	4

		Notes to Unaudited Condensed Consolidated Financial Statements	5

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

	Item 4.	Controls and Procedures	22

PART II - OTHER INFORMATION

	Item 1.	Legal Proceedings	23

	Item 1A.	Risk Factors	23

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

	Item 3.	Defaults Upon Senior Securities	23

	Item 4.	Mine Safety Disclosures	23

	Item 5.	Other Information	23

	Item 6.	Exhibits	24

SIGNATURES			25

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

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements: BIOXYTRAN, Inc., June 30, 2023

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2023 AND DECEMBER 31, 2022

(UNAUDITED)

	June 30, 2023			December 31, 2022
ASSETS
Current assets:
Cash	$	45,181		$	295,401
Total current assets		45,181			295,401

Intangibles, net		97,880			75,535

Total assets	$	143,061		$	370,936

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	562,662		$	749,395
Accounts payable related party		200,500			709,727
Un-issued shares liability		380			960
Un-issued shares liability related party		5,700			38,400
Convertible notes payable, net of premium and discount		2,000,000			2,165,000
Total current liabilities		2,769,242			3,663,482

Total liabilities		2,769,242			3,663,482

Commitments and contingencies		—			—

Stockholders’ deficit:
Preferred stock, $0.001 par value; 50,000,000 shares authorized, nil issued and outstanding		—			—
Common Stock, $0.001 par value; 300,000,000 shares authorized; 132,035,294 and 123,252,235 issued and outstanding as at June 30, 2023, and December 31, 2022, respectively		132,035			123,252
Additional paid-in capital		11,279,970			8,392,430
Non-controlling interest		(624,286	)		(590,628	)
Accumulated deficit		(13,413,901	)		(11,217,600	)
Total stockholders’ deficit		(2,626,182	)		(3,292,546	)

Total liabilities and stockholders’ deficit	$	143,060		$	370,936

See the accompanying notes to these unaudited condensed consolidated financial statements

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(UNAUDITED)

	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
	Three months ended						Six months ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Operating expenses:
Research and development	$	149,638		$	43,141		$	288,642		$	283,266
General and administrative		866,932			447,360			1,464,570			1,003,941
Compensation Expense		5,110			46,723			18,710			69,123
Total operating expenses		1,021,680			537,224			1,771,922			1,356,330

Loss from operations		(1,021,680	)		(537,224	)		(1,771,922	)		(1,356,330	)

Other expenses:
Interest expense		(39,477	)		(54,480	)		(106,698	)		(106,515	)
Amortization of IP		(2,188	)		(911	)		(2,702	)		(1,822	)
Debt discount amortization and issuance of warrants		(348,637	)		(41,425	)		(348,637	)		(132,759	)
Total other income (expenses)		(390,302	)		(96,816	)		(458,037	)		(241,096	)

Net loss before provision for income taxes		(1,411,982	)		(634,040	)		(2,229,959	)		(1,597,426	)

Provision for income taxes		—			—			—			—
NET LOSS		(1,411,982	)		(634,040	)		(2,229,959	)		(1,597,426	)

Net loss attributable to the non-controlling interest		764			11,691			33,658			62,807

NET LOSS ATTRIBUTABLE TO BIOXYTRAN	$	(1,411,218	)	$	(622,349	)	$	(2,196,301	)	$	(1,534,619	)

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

Weighted average number of Common shares outstanding, basic and diluted		128,804,789			110,840,998			126,224,323			110,840,998

See the accompanying notes to these unaudited condensed consolidated financial statements

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(UNAUDITED)

	Shares		Amount		Shares		Amount		Common		Preferred		Deficit			Interest			Equity
	Common Stock				Preferred Stock				Additional Paid in Capital				Accumulated			Non-controlling			Total
	Shares		Amount		Shares		Amount		Common		Preferred		Deficit			Interest			Equity
January 1, 2022		110,840,998	$	110,841		—		—	$	5,881,876	$	—	$	(8,753,668	)	$	(397,256	)	$	(3,158,207	)
Issuance of Warrants										42,250										42,250
Net loss attributable to the non-controlling interest																	(51,116	)		(51,116	)
Net loss		-		-		-		-				-		(912,270	)					(912,270	)
March 31, 2022		110,840,998	$	110,841		—		—	$	5,924,126	$	—	$	(9,665,938	)	$	(448,372	)	$	(4,079,343	)

Net loss attributable to the non-controlling interest																	(11,691	)		(11,691	)
Net loss		-		-		-		-		-		-		(622,349	)					(622,349	)
June 30, 2023		110,840,998	$	110,841		—		—	$	5,924,126	$	—	$	(10,288,287	)	$	(460,063	)	$	(4,713,383	)

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

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

See the accompanying notes to these unaudited condensed consolidated financial statements

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(UNAUDITED)

	June 30, 2023			June 30, 2022
	Six Months Ended
	June 30, 2023			June 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,229,959	)	$	(1,597,426	)
Adjustments to reconcile net loss to net cash used in operating activities:
Debt discount amortization, incl. issuance of warrants		348,637			132,759
Amortization		2,702			1,822
Stock-based compensation		18,710			69,123
Interest paid for note conversion		7,306			—
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		(142,682	)		(67,481	)
Accounts payable related party		1,655,113			531,000
Net cash used in operating activities		(340,173	)		(930,203	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in intangibles		(25,047	)		(22,438	)
Net cash used in investing activities		(25,047	)		(22,438	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock sales		115,000			—
Proceeds from issuance of convertible notes payable		—			1,380,960
Net cash provided by financing activities		115,000			1,380,960

Net increase in cash		(250,220	)		428,319
Cash, beginning of period		295,401			72,358
Cash, end of period	$	45,181		$	500,677

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	52,425		$	69,900
Income taxes paid		—			—
NON-CASH INVESTING & FINANCING ACTIVITIES
Issuance of warrants		348,637			42,250
Debt discount on convertible note		—			90,509
Common shares issued for the conversion of principal and accrued interest		172,306			—

See the accompanying notes to these unaudited condensed consolidated financial statements

BIOXYTRAN, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(UNAUDITED)

NOTE 1 – BACKGROUND AND ORGANIZATION

Business Operations

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

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

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

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

Organization

Bioxytran, Inc. was organized on October 5, 2017 as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 authorized common shares with a par value of $0.0001, and 5,000,000 Preferred shares with a par value of $0.0001. On September 21, 2018, the Company went under a reorganization in the form of a reverse merger and is currently registered as a Nevada corporation with a taxing structure for U.S. federal and state income tax as a C-Corporation with 300,000,000 authorized common shares with a par value of $0.001, and 50,000,000 Preferred shares with a par value of $0.001.

Pharmalectin was organized on October 5, 2017 as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 authorized Common shares with a par value of $0.0001, and 5,000,000 Preferred shares with a par value of $0.0001. The Subsidiary was founded under the name of Bioxytran “Bioxytran (DE)”. On April 29, 2020, the name was changed to Pharmalectin, Inc. There are currently 30,000,000 issued and 19,650,000 outstanding shares; 15,000,000 Common shares are held by Bioxytran and 4,650,000 Common shares are held by an affiliate. An additional 4,500,000 options are also held by an affiliate. The option agreement includes provisions for dilutive issuance and cash-less exercise. The beneficial ownership of the affiliate are Mike Sheikh, Ola Soderquist and David Platt.

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

Pharmalectin India Pvt Ltd. (“Pharmalectin India”) was organized on August 30, 2022 as an Indian Business Corporation with its principal place of business in Hyderabad, Telangana, India, with 50,000 authorized shares with a par value of $0.12 (₹10). There are currently 41,020 outstanding shares whereof 41,000 (99.95%) are held by the Company.

Basis of Presentation

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

While the information presented in the accompanying financial statements is unaudited, it includes all adjustments which are, in the opinion of the management, necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”). In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are statements prepared in accordance with US GAAP have been condensed or omitted. These financial statements should be read in conjunction with the Company’s December 31, 2022 audited financial statements and notes that can be expected for the year ending December 31, 2022.

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.

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 June 30, 2023, we would, based on the market price of $0.19/share, be obligated to issue approximately 16,781,138 shares of Common Stock upon conversion of the currently outstanding convertible notes (the “New Notes”) and 1,342,030 shares upon exercise of the warrants and 428,000 shares upon exercise of outstanding options. For the New Notes, the shares total is based on $2,181,548 of currently outstanding principal, and unpaid interest.

The 2021 notes (the “New Notes”), have an average interest rate of 8% 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.

Stock Based Compensation

The Company measures the cost of services received from employees and non-employees in exchange for an award of equity instruments based on the fair value of the award on the grant date pursuant ASC 718. Stock-based compensation expense is recorded by the Company over the requisite service period, or vesting period, in the same expense classifications in the statements of operations, as if such amounts were paid in cash.

Accounting for subsidiary stock transactions

The Company accounts for subsidiary stock transactions in accordance with Opinions of the Accounting Principles Board 09 (APBO No. 9). In paragraph 28, this pronouncement excluded all adjustments from transactions in a company’s own stock “. . . from the determination of net income or the results of operations under all circumstances.”.

Research and Development

The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the six months ended June 30, 2023 the Company incurred $288,642 in research and development expenses, while during the six months ended June 30, 2022 the Company incurred $283,266.

Intangibles – Goodwill and Other

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

Accrued Expenses

As part of the process of preparing our condensed consolidated financial statements, we are required to estimate accrued expenses. This process involves identifying services that third parties have performed on our behalf and estimating the level of service performed and the associated cost incurred on these services as at each balance sheet date in our consolidated financial statements. Examples of estimated accrued expenses include professional service fees, such as those arising from the services of attorneys and accountants and accrued payroll expenses. In connection with these service fees, our estimates are most affected by our understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that we do not identify certain costs that have been incurred or we under- or over-estimate the level of services or costs of such services, our reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to our judgment. We make these judgments based upon the facts and circumstances known to us in accordance with accounting principles generally accepted in the U.S.

Warrants

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

Fair Value

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

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

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.

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

NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As at June 30, 2023, the Company had cash of $45,181 and a negative working capital of $2,724,061. The Company has not yet generated any revenues, and has incurred cumulative net losses of $13,413,901. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

During the six months ended June 30, 2023, the Company raised a net of $115,000 in cash proceeds from equity. During the same period in 2022, the Company raised a net of $1,380,960 in cash proceeds from the issuance of convertible notes.

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.

Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

NOTE 4 - RELATED PARTY TRANSACTIONS

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

NOTE 5 - INTANGIBLES

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment charges were recorded for the 6 months ended June 30, 2023 and the year ended December 31, 2022.

Amortization of capitalized patent costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at the award date, which varies depending on the pendency period of the application, generally approximating twenty years.

SCHEDULE OF INTANGIBLES

	Estimated Life (years)		June 30, 2023			December 31, 2022
Capitalized patent costs		20	$	104,226		$	79,179
Accumulated amortization				(6,346	)		3,644

Intangible assets, net			$	97,880		$	75,535

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

On June 30, 2023, there was $200,500 in accounts payable to related parties in the form of payroll and accrued expenses and $5,700 in un-issued shares liability related party. On December 31, 2022 there was $709,727 in accounts payable to related parties and $38,400 in un-issued shares liability related party.

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

	June 30, 2023		December 31, 2022
Accounts payable related party (1)	$	200,500	$	709,727
Professional fees		315,502		393,085
Interest		181,548		134,581
Payroll taxes		15,941		40,182
Pension/401K		48,125		180,557
Other		1,546		990
Un-issued share liability, related party (2)		5,700		38,400
Un-issued share liability, consultant		380		960
Convertible note payable		2,000,000		2,165,000
Total	$	2,769,242	$	3,663,482

(1)	$71,000 to the CEO, $70,000 to the CFO and $54,500 and the CCO for two months of salary and expenses, there are also $5,000 owed to an affiliate. At December 31, 2022 there were $286,900 to the CEO, $269,400 to the CFO and $153,427 and the CCO in salary and expenses.
(2)	There are currently 30,000 shares of Common Stock awarded but not issued to three Board Members in the first quarter of 2023. The total fair market value at the time of the award was $5,700

NOTE 7 – CONVERTIBLE NOTES PAYABLE

Private Placement, 2021 Notes

Around April 29, 2021, we entered into four (4) Securities Purchase Agreements (the “2021 SPA’s”), under which we agreed to sell convertible promissory notes (the “2021 Notes”), in an aggregate principal amount of $1,165,000 with 6% interest, whereof $1,000,000 were contributed in form of cancellation of third-party notes.

At any time after the issue date of the Notes, The Holders of the Notes, (the “2021 Holders”), have the option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the 2021 Notes into shares of our Common Stock at the Conversion Price. The “Conversion Price” will be the lesser of (i) $.13 per share or (ii) 85% of the closing price of Any Qualified Financing, which consists of any fundraising whereby the Company receives gross proceeds of not less than $500,000.

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

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

The maturity on one note was negotiated to August 31, 2023, while the maturity of the three remaining notes were negotiated to April 30, 2024, and an increase of the interest rate to 10%. The principal and interest for two of these latter notes were converted into 1,325,430 shares of Common Stock on May 17 and on June 26, 2023 for a total value of 172,306.

Name		Principal Converted				Accrued interest converted				No. of shares issued
Private Placement, 2021 Notes issued to Officers (1)		$	165,000			$	7,306				1,325,430

Convertible notes payable and interest payable consist of the following at June 30, 2023, and December 31, 2022:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

	June 30, 2023		December 31, 2022
Principal balance (1), (2)	$	2,000,000	$	2,165,000
Interest Payable		181,548		134,581
Outstanding, net of debt discount and premium	$	2,181,548	$	2,299,581

(1)	Net cash received for these notes were $1,045,150, after a Debt Discount of $119,850 was paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA / SIPC). $165,000 of the outstanding principal was converted into shares of Common Stock on May 17 and on June 26, 2023.
(2)	$2 million of principal, accrued interest and default penalties for notes issued prior to 2021, where settled by a third party in exchange for us issuing to them a note in the amount of $1 million.

There can be no assurance that there will be any funds available to pay of the 2021 Notes. If we fail to obtain such additional financing on a timely basis, the 2021 Holders may convert the 2021 Notes and sell the underlying shares, which may result in significant dilution to shareholders due to the conversion discount, as well as a significant decrease in our stock price.

Private Placement, 2022 Notes converted into Common Stock

In January, 2022, we entered into thirty-four (34) Securities Purchase Agreements (the “2022 SPA’s”), with accredited investors, under which we agreed to sell the Notes, in an aggregate principal amount of $1,467,000 with 6% interest (the “2022 Notes”) to the holders of the 2022 Notes (the “2022 Holders”).

At any time after the issue date of the 2022 Notes the 2022 Holders have the option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the Notes into shares of our Common Stock at the Conversion Price. The “Conversion Price” is set to $0.25 per share.

The 2022 Holders are limited to holding a total of 4.99% of our issued and outstanding Common Stock at any one time. The Common Stock underlying the 2022 Notes, when issued, bear a restrictive legend and are currently eligible for resale under Rule 144.

The notes principal and accrued interest were fully converted into 6,081,484 shares of Common Stock on August 31, 2022.

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

(1)	Net cash received for these notes were $1,380,960, after a Debt Discount of $86,040 was paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA / SIPC).

NOTE 8 – STOCKHOLDERS’ EQUITY

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

Preferred stock

As of June 30, 2023 and at December 31, 2022, no Preferred shares have been designated or issued.

Common Stock

There were no shares issued in six months ended June 30, 2022.

As at January 1, 2023 there were 123,252,235 shares of common stock issued and outstanding.

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

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

On April 14, 2023 the Company issued 137,656 shares of Common Stock were against 3^rd party supplier invoices amounting to $44,050, or $0.32/share

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

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

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

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

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

For the six months ended June 30, 2022, a net of 114,000 shares of Common Stock were awarded under the 2021 Stock Plan for a total value of $51,990, or at an average cost of $0.46 per share.

As at June 30, 2023, the Company have 132,035,294 shares of Common Stock issued and outstanding and at December 31, 2022 the Company had 123,252,235 shares of Common Stock issued and outstanding.

Common Stock Warrants

For the six months ended June 30, 2023 the Company issued 800,000 5-year warrants exercisable at $0.20/share, in connection with the refinancing of the convertible notes, valued at $0.436, based on Black and Scholes Option Pricing Model, for a total value of $348,637. For the six months ended June 30, 2022, the Company issued 264,060 5-year warrants exercisable at $0.25/share, valued at $0.16, based on Black and Scholes Option Pricing Model, for a total value of $42,250.

The fair value of stock warrants granted for the 6 months ended June 30, 2022 was calculated with the following assumptions:

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

The following table summarizes the Company’s common stock warrant activity for the 6 months ended June 30, 2023 and 2022:

SCHEDULE OF WARRANT ACTIVITY

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

Outstanding as at January 1, 2023		542,030	$	0.42		4.1
Granted		800,000		0.20		5.0
Exercised		—		—		—
Forfeited/Canceled		—		—		—
Outstanding as at June 30, 2023		1,342,030	$	0.29		4.4

The warrant agreements issued in 2019 for a total of 50,000 warrants include provisions for dilutive issuance and cash-less exercise. If exercised at December 31, 2022 the provisions would have resulted in an issuance of 1,130,114 shares at an average conversion price of $0.09, or 1,050,114 shares in a cash-less exercise. In order to mitigate the Company’s risk an administrative hold has been placed on one shareholder’s stock in the event of future exercise.

The following table summarizes information about stock warrants that are vested or expected to vest at June 30, 2023:

		Warrants Outstanding								Exercisable Warrants
Number of Warrants		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value		Number of Warrants		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
	800,000	$	0.20		4.9	$	—		800,000	$	0.20		4.9	$	—
	492,030		0.26		3.8		—		492,030		0.26		4.1		—
	50,000		2.00		1.3		—		50,000		2.00		1.3		—
	1,342,030	$	0.29		4.4	$	—		1,342,030	$	0.29		4.4	$	—

The following table sets forth the status of the Company’s non-vested warrants as at June 30, 2023 and 2022:

SCHEDULE OF NON-VESTED WARRANTS

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

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

NOTE 9 – STOCK OPTION PLAN AND STOCK-BASED COMPENSATION

On January 19, 2021, the Board of Directors adopted the “2021 Stock Plan” (the “2021 Plan”) under which the Company may grant Options to Purchase Stock, Stock Awards or Stock Appreciation Rights in an amount up to 15% of the number of issued and outstanding shares of the Company’s Common Stock, automatically adjusted on January 1 each year. Under the terms of the 2021 Stock Plan, the Board of Directors shall specify the exercise price and vesting period of each stock option on the grant date. Vesting of the options is typically immediate and the options typically expire in five years. Stock Awards may be directly issued under the Plan (without any intervening options). Stock Awards may be issued which are fully and immediately vested upon issuance. As at June 30, 2023, 90,000 options and 700,000 shares have been awarded from the 2021 Plan.

Shares Awarded and Issued under the 2021 Plan:

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

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

SCHEDULE OF FAIR MARKET VALUE

	Number of Shares		Fair Value per Share		Weighted Average Market Value per Share
Shares Issued as at January 1, 2022		4,505,709	$	0.001 – 0.55	$	0.10
Shares Issued		—		—		—
Shares Issued as of June 30, 2022		4,505,709	$	0.001 – 0.55	$	0.13

Shares Issued as at January 1, 2023		5,139,709	$	0.001 – 0.55	$	0.088
Shares Issued		114,000		0.415 – 0.48		0.462
Shares Issued as of June 30, 2023		5,263,709	$	0.001 – 0.55	$	0.096

For the six months ended June 30, 2023, the Company recorded stock-based compensation expense of $18,710 in connection with share-based payment awards. For the six months ended June 30, 2022, the Company recorded stock-based compensation expense of $69,123.

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

On January 10, 2022 the Company granted 40,000 shares of Common Stock to four Board Members in reward of their attendance at Board and Committee meetings during the fourth quarter of 2021. The total fair market value at the time of the award was $6,400, or $0.16/share. The shares were issued in the third quarter of 2022.

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

On April 1, 2022 the Company granted 10,000 shares to a Medical Advisory Board Member for her contribution to the Company during the first quarter of 2022. The total fair market value at the time of the award was $1,730, or $0.173/share. The shares were issued in the third quarter of 2022.

On April 1, 2022 the Company granted 70,000 shares to four Board Members in reward of their attendance at Board and Committee meetings during the first quarter of 2022. The total fair market value at the time of the award was $12,110, or $0.173/share. The shares were issued in the third quarter of 2022.

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

On June 30, 2023 the Company granted 30,000 shares of Common Stock to three Board Members in reward of their attendance at Board and Committee meetings during the second quarter of 2023. The total fair market value at the time of the award was $5,700, or $0.19/share.

On June 30, 2023 the Company granted 2,000 shares to a Scientific Advisory Board Member for his contribution to the Company during the second quarter of 2023. The total fair market value at the time of the award was $380, or $0.19/share.

Stock options granted and vested 2021 Plan:

There were no stock options granted the six months ended June 30, 2023 and 2022. But, 96,000 stock options was forfeited in the six months ended June 30, 2023 and 48,000 stock options was forfeited in the six months ended June 30, 2022.

The following table summarizes the Company’s stock option activity for the six months ended June 30, 2023, and 2022:

SCHEDULE OF STOCK OPTIONS ACTIVITY

	Number of Options			Exercise Price per Share		Weighted Average Exercise Price per Share
Outstanding as of January 1, 2022		668,000		$	0.001 – 1.21	$	0.55
Granted		—			—		—
Exercised		—			—		—
Options forfeited/cancelled		(48,000	)		1.09 – 1.21		1.20
Outstanding as of June 30, 2022		620,000		$	0.001 – 1.21	$	0.50

Outstanding as of January 1, 2023		524,000		$	0.001 – 0.95	$	0.44
Granted		—			—		—
Exercised		—			—		—
Options forfeited/cancelled		(96,000	)		0.001 – 0.20		0.01
Outstanding as of June 30, 2023		428,000		$	0.001 – 0.95	$	0.52

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

SCHEDULE OF STOCK OPTION VESTED

				Options Outstanding								Exercisable Options
Exercise Price		Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value		Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
$	0.001		45,000	$	0.001		1.08	$	8,505		45,000	$	0.001		1.08	$	8,505
	0.05		3,000		0.05		0.25		420		3,000		0.05		0.25		420
	0.15		45,000		0.15		0.08		1,800		45,000		0.15		0.08		1,800
	0.18		45,000		0.18		0.33		450		45,000		0.18		0.33		450
	0.19		45,000		0.19		0.83		—		45,000		0.19		0.83		—
	0.20		45,000		0.20		0.59		—		45,000		0.20		0.59		—
	0.95		200,000		0.95		0.76		—		200,000		0.95		0.76		—
$	0.001–0.95		428,000	$	0.52		0.66	$	11,175		428,000	$	0.52		0.66	$	11,175

The weighted-average remaining estimated life for options exercisable at June 30, 2023 is 0.66 years.

The aggregate intrinsic value for fully vested, exercisable options was $11,175 at June 30, 2023. The actual tax benefit realized from stock option exercises for the six months ended at June 30, 2023 and 2022 was $0 as no options were exercised.

As at June 30, 2023 the Company has 19,832,071 options or stock awards available for grant under the 2021 Plan.

NOTE 10 – NON-CONTROLLING INTEREST

SCHEDULE OF NON CONTROLLING INTEREST

	June 30, 2023			December 31, 2022
Net loss Subsidiary	$	(121,063	)	$	(817,151	)
Net loss attributable to the non-controlling interest		33,658			193,372
Net loss affecting Bioxytran		(87,405	)		(623,780	)

Accumulated losses		(3,574,358	)		(3,594,287	)
Accumulated losses attributable to the non-controlling interest		785,236			751,578
Accumulated losses Bioxytran		(2,789,122	)		(2,842,709	)

Net equity non-controlling interest	$	(624,286	)	$	(590,628	)

As at June 30, 2023 and at December 31, 2022 there are 30,000,000 issued and 19,650,000 outstanding shares; 15,000,000 Common shares are held by Bioxytran and 4,650,000 Common shares are held by an affiliate. An additional 4,500,000 options are also held by an affiliate. The option agreements include provisions for dilutive issuance and cash-less exercise.

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Employment contracts

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

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

	●	Continued coverage under any health, medical, dental or vision program or policy, in which they were eligible to participate at the time of employment termination, for 12 months.

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

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

Litigation

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Legal fees for such matters are expensed as incurred and we accrue for adverse outcomes as they become probable and estimable.

NOTE 12 – SUBSEQUENT EVENTS

The Company has evaluated events from June 30, 2023 through the date the financial statements were issued. and did not, other than what is disclosed in the below, identify any further subsequent events requiring disclosure.

Stockholder’s Equity

Conversion of Notes into Common Stock

On July 24, 2023, 500,000 shares of Common Stock were sold in a private placement for the amount of $100,000, or $0.20/share. These funds should allow the company to start its Phase 2 clinical trial. The trial is intended to start during the month of August 2023 and last for approximately 2 months.

Stock options forfeited under the 2021 Stock Plan:

On August 1, 2023, 45,000 options for a total value of $6,750 were forfeited through expiration and return to the stock plan.

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

The following discussion and analysis is based on, and should be read in conjunction with, the audited financial statements and the notes thereto for the two years ended December 31, 2022 included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 31, 2023. This discussion contains forward-looking statements. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report on Form 10-Q.

Overview

We do not currently have sufficient capital resources to fund operations. To stay in business and to continue the development of our products, we will need to raise additional capital through public or private sales of our securities, debt financing or short-term bank loans, or a combination of the foregoing. We believe that if we can raise three million seven hundred thousand Dollars ($3,700,000), we will have sufficient working capital to develop our business over the next approximately fifteen (15) months. At funding raised that is significantly less than $3,700,000, we can likely continue to develop our business over the same 15-month period, but funding at that level will delay the development of our technology and business.

Bioxytran, Inc. is headquartered in Needham, Massachusetts. The Company’s initial product pipeline is focused on developing and commercializing therapeutic molecules for stroke. BXT-25 will be designed to be an injectable anti-necrosis drug specifically designed to treat a person immediately after that person suffers an ischemic stroke. The drug is designed to be injected intravenously to travel to the lungs to pick up oxygen molecules to carry to the brain. Like a red blood cell, the drug will cross the blood brain barrier, which is a protective semi-permeable membrane allowing some material to cross but preventing others from crossing. BXT-25 will be designed to diffuse oxygen into the brain tissues. We expect the BXT-25 molecule to be 5,000 times smaller than a red blood cell.

On December 2, 2022, India’s Central Drugs Standard Control Organisation (CDSCO) issued an IND with permission to conduct: “A Phase 1b/2a Randomized, Blinded, placebo-controlled Study in Participants with Mild to Moderate COVID-19 to Evaluate the Safety, Efficacy, and Pharmacokinetics of Orally Administered ProLectin-M”. The study will continue by filing an Emergency IND with the FDA in the first quarter of 2023, provided we obtain adequate funding. An IND is currently under preparation to be filed with the FDA in the second quarter of 2023.

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

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

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited resources and operating history. The Company currently has convertible loans outstanding at a total face value of $2,000,000. As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit of $13,413,901 as at June 30, 2023. The accumulated deficit as at December 31, 2022 was $11,217,600.

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

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

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

We are a clinical stage company. Historically, Bioxytran was engaged in formation, fund raising and identifying and consulting with the scientific community regarding the development, formulation and testing of its products as of the fourth quarter of 2021 the Company has engaged in research and development activities through its Subsidiary, Pharmalectin, Inc., developing the Company’s anti-viral therapeutic ProLectin. In the second quarter of the company also started the development of our hypoxia platform technology Acellular Oxygen Carrier (AOC).

Research and Development

	Three months ended						Six months ended
	June 30, 2023			June 30, 2022			June 30, 2023		June 30, 2022
Research and development:
Process development	$	125,439		$	—		$	125,439	$	—
Product development		19,939			40,834			19,939		99,723
Regulatory		12,510			(15,000	)		59,514		33,850
Clinical trials		(12,250	)		70,692			61,750		147,283
Project management		4,000			(53,385	)		22,000		2,410
Total research and development	$	149,638		$	43,141		$	288,642	$	283,266

During the three months ended June 30, 2023, the Company recorded $149,638 in R&D expenses. During the three months ended June 30, 2023, the Company recorded $43,141 in R&D expenses after a receiving a $300,000 refund from a Contract Research Organization (CRO). During the six months ended June 30, 2023, the Company recorded $288,642 in R&D expenses. During the six months ended June 30, 2023, the Company recorded $283,266 in R&D expenses. During the 6 months ending in June, 2023, $98,265 was invested in, ProLectin, while 190,377 was invested in the AOC. All prior development was focused on ProLectin, only.

General and Administrative

	Three months ended				Six months ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
General and administrative expenses:
Payroll and related expenses	$	393,529	$	339,995	$	752,670	$	717,110
Costs for legal, accounting and other professional services		77,058		25,995		120,171		48,320
Promotional expenses		363,698		31,500		528,949		148,700
Miscellaneous expenses		32,647		49,870		62,780		89,811
Total general and administrative	$	866,932	$	447,360	$	1,464,570	$	1,003,941

	Payroll and related expenses for the three months ended June 30, 2022 were $393,529 for the 3 months ended June 30, 2023 and $752,670 for the 6 months ended June 30, 2023. For the same periods in 2022 the amount was $339,995 and $717,110, respectively.

	The Costs for legal, accounting and other professional services for the three and six months ended June 30, 2023 were $77,058 and $120,171 respectively, as compared to $25,995 and $48,320 for the three and six months ended June 30, 2022. The increased costs are for contracted investments services for an amount of $75,000 in the second quarter of 2023.

	Promotional expenses for the three and six months ended June 30, 2023 were $363,698 and $528,949 respectively, as compared to $31,500 and $148,700 for the three and six months ended June 30, 2022. The increase costs stock promotion incurred by the Company’s return to being listed on OTCQB. The Company has currently a non-reimbursable advance paid Public Relations Agreement running through July 31, 2024.

	Miscellaneous G&A expenses during the three and six months ended June 30, 2023 was $32,647 and $62,780, respectively. During the three and six months ended June 30, 2022 was $49,870 and $89,811.

Stock-based Compensation

	Three months ended					Six months ended
	June 30, 2023		June 30, 2022			June 30, 2023		June 30, 2022
Compensation expense to BoD and Management	$	4,750	$	49,840		$	17,500	$	56,240
Compensation expense to consultants		360		(3,117	)		1,210		12,883
Total compensation expense	$	5,110	$	46,723		$	18,710	$	69,123

Stock-based compensation amounted to $5,110 for the three months ended June, 2023. The stock-based compensation for the three months ended June 30, 2022 was $46,723. Stock-based compensation amounted to $18,710 for the six months ended June, 2023. Stock-based compensation amounted to $69,123 for the six months ended June, 2022.

Other expenses

	Three months ended				Six months ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Other (expenses):
Interest expense	$	39,477	$	54,480	$	106,698	$	106,515
Debt discount amortization		—		41,425		—		90,509
Amortization of warrants		348,637		—		348,637		42,250
Amortization of IP		2,188		911		2,702		1,822
Total other income (expenses)	$	390,302	$	96,816	$	458,037	$	241,096

During the three months ended June 30, 2023, the Company recorded $348,637 in amortization warrants and the interest expense was $39,477, $2,188 was amortized from the Company’s IP. During the three months ended June 30, 2022, the Company recorded $41,425 in amortization of debt discount while the interest expense was $54,480, $911 was amortized from the Company’s IP.

During the six months ended June 30, 2023, the Company amortized $2,702 from the Company’s IP and $348,637 in amortization of warrants, as compared to, $1,822 in IP amortization and $42,250 of warrant amortization of for the six months ended June 30, 2022. The interest for the six months ended June 30, 2023 for the convertible notes amounted to $106,698, as compared to $106,515 for the six months ended June 30, 2022.

Non-Controlling Interest

Three months ended

Six months ended

June 30,

2023

June 30,

2022

June 30,

2023

June 30,

2022

Net loss attributable to the non-controlling interest

764

11,691

33,658

62,807

For the three months ended June 30, 2023 and 2022 there was a non-controlling interest attribution of $764 and 11,691 respectively. For the six months ended June 30, 2023 and 2022 there was a non-controlling interest attribution of $33,658 and $62,807 respectively. The significant difference is directly related to the Company’s R&D activities due to lack of capital.

	# of shares		# of options *		June 30, 2023		December 31, 2022
Minority owners cash investment		4,650,000			$	160,485	$	160,485
Bioxytran non-dilutive equity		15,000,000				1,500		1,500
Issued stock options @ $0.33				4,500,000		450		450
Total outstanding		19,650,000		4,500,000	$	162,435	$	162,435

As at June 30, 2023 and at December 31, 2022 there are 30,000,000 issued and 19,650,000 outstanding shares; 15,000,000 Common shares (76%) are held by Bioxytran and 4,650,000 Common shares are held by an affiliate. Further, an additional 4,500,000 options to purchase Common shares exercisable at $0.33 are held by an affiliate.

* The option agreements are held by an affiliate and include provisions for dilutive issuance and cash-less exercise. If exercised at June 30, 2023 the provisions would result in an issuance of 11,423,077 shares at an average conversion-price of $0.13. The beneficial ownership of the affiliate includes the Company’s management.

Net Loss

	Three months ended						Six months ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Net loss attributable to Bioxytran	$	(1,411,218	)	$	(622,349	)	$	(2,196,301	)	$	(1,534,619	)

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

Weighted average number of Common shares outstanding, basic		128,804,789			110,840,998			126,224,323			110,840,998

The Company generated a net loss for the three months ended June 30, 2023 of $1,411,218. In comparison, for the three months ended June 30, 2022, the Company generated a net loss of $622,349. The Company generated a net loss for the six months ended June 30, 2023 of $2,196,301. In comparison, for the six months ended June 30, 2022, the Company generated a net loss of $1,534,619. The significant difference is directly related to the Company’s R&D activities due to lack of capital in 2022

CASH-FLOWS

	Six months ended
	June 30, 2023			June 30, 2022
Net cash used in operating activities	$	(340,173	)	$	(930,203	)

Net cash used in investing activities		(25,047	)		(22,438	)

Net cash provided by financing activities		115,000			1,380,960

Net increase (decrease) in cash	$	(250,220	)	$	428,319
Cash, beginning of period		295,401			72,358
Cash, end of period		45,181			500,667

	Net cash used in operating activities was $340,173 and $930,203 for the Six months ended June 30, 2023 and 2022, respectively. The decrease was due to a reduction of the research and development activities due to lack of funding.

	In the Six months ended June 30, 2023 the Company is in the process of filing a patent, and $25,047 was spent in legal fees. In the Six months ended June 30, 2022 the amount was $22,438.

	During the Six months ending June 30, 2023, the Company had raised $115,000 through issuance of common shares. In the period ended June 30,2022 the company entered agreements for thirty-eight (38) convertible notes at 6% interest, with net cash proceeds of $1,380,460. The convertible notes have, since then, been converted to Common Stock.

	The available cash was $45,181 and $500,667 in the end of the Six months ended June 30, 2023 and 2022, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Cash and Cash Equivalents

	June 30, 2023		December 31, 2022
Current assets:
Cash	$	45,181	$	295,401
Total current assets	$	45,181	$	295,401

As of June 30, 2023, our current assets consisted of $45,181 of cash at December 31, 2022 we had $295,401 of cash.

Current Liabilities

	June 30, 2023		December 31, 2022
Current liabilities:
Accounts payable and accrued expenses	$	562,662	$	749,395
Accounts payable related party		200,500		709,727
Un-issued shares liability		380		960
Un-issued shares liability related party		5,700		38,400
Convertible notes payable, net of discount		2,000,000		2,165,000
Total current liabilities		2,769,242		3,663,482

At June 30, 2023 we had total liabilities of $3,269,243, which consisted of $763,163 in accounts payable and accrued expenses (of which $200,502 was payable to related parties), $6,080 in un-issued shares (of which $5,700 was payable to related parties and $2,000,000 in two convertible loans. At December 31, 2022 total liabilities were $3,663,482, consisting of $1,459,121 in accounts payable and accrued expenses (of which $709,727 was payable to related parties), $39,360 in un-issued shares (of which $38,400 was payable to related parties) and $2,165,000 in the form of four convertible loans net of discount.

Net Working Capital and Accumulated Deficit

	June 30, 2023			December 31, 2022
Net working capital	$	(2,724,061	)	$	(3,368,081	)

Accumulated deficit	$	(13,413,901	)	$	(11,217,600	)

At June 30, 2023, the net working capital was negative $2,724,061 and the accumulated deficit of $13,413,901. Comparatively, on December 31, 2022, we had net working capital of negative $3,368,081 and an accumulated deficit of $11,217,600. We believe that we must raise an additional $3,700,000 to be able to continue our business operations for the next 15 months.

Upcoming Financing Activities

On March 13, 2023 the Company filed a Form D with the SEC, wherein we show the intention to make a capital raise in the order of $5.0 million during the second half of 2023.

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.

COMMITMENTS

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

Off-Balance Sheet Arrangements

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

CRITICAL ACCOUNTING POLICIES

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

Stock Based Compensation

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

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

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of AASU 2020-06 did not have an impact on the Company’s financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 3 is not applicable to us because we are an emerging growth company.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) reviewed the effectiveness of our disclosure controls and procedures as at the end of the period covered by this report and concluded that as at June 30, 2023, (i) the Company’s disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2023. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

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

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

Because of the above material weakness, management has concluded that we did not maintain effective internal control over financial reporting as of June 30, 2023, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.

No Attestation Report by Independent Registered Accountant

The effectiveness of our internal control over financial reporting as of June 30, 2023 has not been audited by our independent registered public accounting firm by virtue of our exemption from such requirement as an emerging growth company.

Changes in Internal Controls Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the 6 months ended June 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

The Company is an emerging growth company and is not required to provide this information.

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

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

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

All funds received though these equity transactions will be used in the development of the ProLectin-M, and for operating expenses.

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

Item 3. Defaults Upon Senior Securities

There are currently no defaults upon Senior Securities.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None

Item 6. Exhibits

Exhibit No.		Title of Document

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

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

100		The following financial statements from the Quarterly Report on Form 10-Q of BIOXYTRAN, Inc. for the quarter ended June 30, 2023 formatted in XBRL: (i) Condensed Balance Sheets (unaudited), (ii) Condensed Statements of Operations (unaudited), (iii) Condensed Statements of Cash Flows (unaudited), and (iv) Notes to Condensed Financial Statements (unaudited), tagged as blocks of text. *

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed as an exhibit hereto.

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

SIGNATURES

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

	BIOXYTRAN, INC.

Date: July 31, 2023	By:	/s/ David Platt
		David Platt
		Chief Executive Officer

		/s/ Ola Soderquist
		Ola Soderquist
		Chief Financial Officer

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14

We, David Platt and Ola Soderquist, certify that:

1. We have reviewed this Quarterly Report on Form 10-Q of BIOXYTRAN, Inc;

2. Based on our knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on our knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and we are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. We have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
		and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	BIOXYTRAN, INC.

Date: July 31, 2023	By:	/s/ David Platt
		David Platt
		Chief Executive Officer

		/s/ Ola Soderquist
		Ola Soderquist
		Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of BIOXYTRAN, Inc. (the “Company”) for the quarter ending June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), David Platt, Chief Executive Officer and Ola Soderquist, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to their knowledge:

(1) The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	BIOXYTRAN, INC.

Date: July 31, 2023	By:	/s/ David Platt
		David Platt
		Chief Executive Officer

		/s/ Ola Soderquist
		Ola Soderquist
		Chief Financial Officer

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Jul. 28, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
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	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		132,535,294

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)

Jun. 30, 2023

Dec. 31, 2022

Current assets:

Cash

$ 45,181

$ 295,401

Total current assets

45,181

295,401

Intangibles, net

97,880

75,535

Total assets

143,061

370,936

Current liabilities:

Accounts payable and accrued expenses

562,662

749,395

Un-issued shares liability

380

960

Un-issued shares liability related party

^[1]

5,700

38,400

Convertible notes payable, net of premium and discount

2,000,000

2,165,000

Total current liabilities

2,769,242

3,663,482

Total liabilities

2,769,242

3,663,482

Commitments and contingencies

Stockholders’ deficit:

Preferred stock, $0.001 par value; 50,000,000 shares authorized, nil issued and outstanding

Common Stock, $0.001 par value; 300,000,000 shares authorized; 132,035,294 and 123,252,235 issued and outstanding as at June 30, 2023, and December 31, 2022, respectively

132,035

123,252

Additional paid-in capital

11,279,970

8,392,430

Non-controlling interest

(624,286)

(590,628)

Accumulated deficit

(13,413,901)

(11,217,600)

Total stockholders’ deficit

(2,626,182)

(3,292,546)

Total liabilities and stockholders’ deficit

143,060

370,936

Related Party [Member]

Current liabilities:

Accounts payable related party

$ 200,500

$ 709,727

[1]	There are currently 30,000 shares of Common Stock awarded but not issued to three Board Members in the first quarter of 2023. The total fair market value at the time of the award was $5,700

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares outstanding	132,035,294	123,252,235
Common stock, shares issued	132,035,294	123,252,235

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating expenses:
Research and development	$ 149,638	$ 43,141	$ 288,642	$ 283,266
General and administrative	866,932	447,360	1,464,570	1,003,941
Compensation Expense	5,110	46,723	18,710	69,123
Total operating expenses	1,021,680	537,224	1,771,922	1,356,330
Loss from operations	(1,021,680)	(537,224)	(1,771,922)	(1,356,330)
Other expenses:
Interest expense	(39,477)	(54,480)	(106,698)	(106,515)
Amortization of IP	(2,188)	(911)	(2,702)	(1,822)
Debt discount amortization and issuance of warrants	(348,637)	(41,425)	(348,637)	(132,759)
Total other income (expenses)	(390,302)	(96,816)	(458,037)	(241,096)
Net loss before provision for income taxes	(1,411,982)	(634,040)	(2,229,959)	(1,597,426)
Provision for income taxes
NET LOSS	(1,411,982)	(634,040)	(2,229,959)	(1,597,426)
Net loss attributable to the non-controlling interest	764	11,691	33,658	62,807
NET LOSS ATTRIBUTABLE TO BIOXYTRAN	$ (1,411,218)	$ (622,349)	$ (2,196,301)	$ (1,534,619)
Loss per Common share, basic	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.01)
Loss per Common share, diluted	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.01)
Weighted average number of Common shares outstanding, basic	128,804,789	110,840,998	126,224,323	110,840,998
Weighted average number of Common shares outstanding, diluted	128,804,789	110,840,998	126,224,323	110,840,998

Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Common Stock Including Additional Paid in Capital [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 110,841	$ 5,881,876	$ (8,753,668)	$ (397,256)	$ (3,158,207)
Beginning balance, shares at Dec. 31, 2021	110,840,998
Issuance of Warrants		42,250			42,250
Net loss attributable to the non-controlling interest				(51,116)	(51,116)
Net loss			(912,270)		(912,270)
Ending balance, value at Mar. 31, 2022	$ 110,841	5,924,126	(9,665,938)	(448,372)	(4,079,343)
Ending balance, shares at Mar. 31, 2022	110,840,998
Beginning balance, value at Dec. 31, 2021	$ 110,841	5,881,876	(8,753,668)	(397,256)	(3,158,207)
Beginning balance, shares at Dec. 31, 2021	110,840,998
Issuance of Warrants					42,250
Net loss attributable to the non-controlling interest					(62,807)
Net loss					(1,534,619)
Ending balance, value at Jun. 30, 2022	$ 110,841	5,924,126	(10,288,287)	(460,063)	(4,713,383)
Ending balance, shares at Jun. 30, 2022	110,840,998
Beginning balance, value at Dec. 31, 2021	$ 110,841	5,881,876	(8,753,668)	(397,256)	(3,158,207)
Beginning balance, shares at Dec. 31, 2021	110,840,998
Ending balance, value at Dec. 31, 2022	$ 123,252	8,392,430	(11,217,600)	(590,628)	(3,292,546)
Ending balance, shares at Dec. 31, 2022	123,252,235
Beginning balance, value at Mar. 31, 2022	$ 110,841	5,924,126	(9,665,938)	(448,372)	(4,079,343)
Beginning balance, shares at Mar. 31, 2022	110,840,998
Net loss attributable to the non-controlling interest				(11,691)	(11,691)
Net loss			(622,349)		(622,349)
Ending balance, value at Jun. 30, 2022	$ 110,841	5,924,126	(10,288,287)	(460,063)	(4,713,383)
Ending balance, shares at Jun. 30, 2022	110,840,998
Beginning balance, value at Dec. 31, 2022	$ 123,252	8,392,430	(11,217,600)	(590,628)	(3,292,546)
Beginning balance, shares at Dec. 31, 2022	123,252,235
Net loss attributable to the non-controlling interest				(32,894)	(32,894)
Net loss			(785,083)		(785,083)
Stock transactions	$ 250	79,750			80,000
Stock transactions, shares	250,000
Stock subscription		(30,000)			(30,000)
Ending balance, value at Mar. 31, 2023	$ 123,502	8,442,180	(12,002,683)	(623,522)	(4,060,523)
Ending balance, shares at Mar. 31, 2023	123,502,235
Beginning balance, value at Dec. 31, 2022	$ 123,252	8,392,430	(11,217,600)	(590,628)	(3,292,546)
Beginning balance, shares at Dec. 31, 2022	123,252,235
Issuance of Warrants					348,637
Net loss attributable to the non-controlling interest					(33,658)
Net loss					(2,196,301)
Ending balance, value at Jun. 30, 2023	$ 132,035	11,279,970	(13,413,901)	(624,286)	(2,626,182)
Ending balance, shares at Jun. 30, 2023	132,035,294
Beginning balance, value at Mar. 31, 2023	$ 123,502	8,442,180	(12,002,683)	(623,522)	(4,060,523)
Beginning balance, shares at Mar. 31, 2023	123,502,235
Issuance of Warrants		348,637			348,637
Net loss attributable to the non-controlling interest				(764)	(764)
Net loss			(1,411,218)		(1,411,218)
Stock transactions	$ 192	64,808			65,000
Stock transactions, shares	192,411
Shares issued to BoD & Mgmnt - 2021 Plan	$ 110	50,090			50,200
Stock Issued During Period, Shares, New Issues	110,000
Shares issued to Consultants - 2021 Plan	$ 4	1,786			1,790
Stock Issued During Period, Shares, Issued for Services	4,000
Shares issued to BoD & Mgmnt for conversion of debt	$ 6,764	2,157,576			2,164,340
Shares issued to BoD & Mgmnt for conversion of debt, shares	6,763,562
Shares issued to Consultants for conversion of debt	$ 138	43,912			44,050
Shares issued to Consultants for conversion of debt, shares	137,656
Conversion of debt	$ 1,325	170,981			172,306
Conversion of debt, shares	1,325,430
Ending balance, value at Jun. 30, 2023	$ 132,035	$ 11,279,970	$ (13,413,901)	$ (624,286)	$ (2,626,182)
Ending balance, shares at Jun. 30, 2023	132,035,294

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,411,982)	$ (634,040)		$ (2,229,959)	$ (1,597,426)
Adjustments to reconcile net loss to net cash used in operating activities:
Debt discount amortization, incl. issuance of warrants				348,637	132,759
Amortization	2,188	911		2,702	1,822
Stock-based compensation	5,110	46,723		18,710	69,123
Interest paid for note conversion				7,306
Changes in operating assets and liabilities:
Accounts payable and accrued expenses				(142,682)	(67,481)
Accounts payable related party				1,655,113	531,000
Net cash used in operating activities				(340,173)	(930,203)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in intangibles				(25,047)	(22,438)
Net cash used in investing activities				(25,047)	(22,438)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock sales				115,000
Proceeds from issuance of convertible notes payable					1,380,960
Net cash provided by financing activities				115,000	1,380,960
Net increase in cash				(250,220)	428,319
Cash, beginning of period			$ 72,358	295,401	72,358	$ 72,358
Cash, end of period	45,181	$ 500,677		45,181	500,677	$ 295,401
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid				52,425	69,900
Income taxes paid
NON-CASH INVESTING & FINANCING ACTIVITIES
Issuance of warrants	$ 348,637		$ 42,250	348,637	42,250
Debt discount on convertible note					90,509
Common shares issued for the conversion of principal and accrued interest				$ 172,306

BACKGROUND AND ORGANIZATION

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BACKGROUND AND ORGANIZATION

NOTE 1 – BACKGROUND AND ORGANIZATION

Business Operations

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

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

Organization

Basis of Presentation

Principles of Consolidation

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

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

Net Loss per Common Share, basic and diluted

Stock Based Compensation

Accounting for subsidiary stock transactions

Research and Development

Intangibles – Goodwill and Other

Accrued Expenses

Warrants

Fair Value

Recent Accounting Pronouncements

GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2023

RELATED PARTY TRANSACTIONS

NOTE 4 - RELATED PARTY TRANSACTIONS

INTANGIBLES

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLES

NOTE 5 - INTANGIBLES

SCHEDULE OF INTANGIBLES

	Estimated Life (years)		June 30, 2023			December 31, 2022
Capitalized patent costs		20	$	104,226		$	79,179
Accumulated amortization				(6,346	)		3,644

Intangible assets, net			$	97,880		$	75,535

ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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

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

	June 30, 2023		December 31, 2022
Accounts payable related party (1)	$	200,500	$	709,727
Professional fees		315,502		393,085
Interest		181,548		134,581
Payroll taxes		15,941		40,182
Pension/401K		48,125		180,557
Other		1,546		990
Un-issued share liability, related party (2)		5,700		38,400
Un-issued share liability, consultant		380		960
Convertible note payable		2,000,000		2,165,000
Total	$	2,769,242	$	3,663,482

(1)	$71,000 to the CEO, $70,000 to the CFO and $54,500 and the CCO for two months of salary and expenses, there are also $5,000 owed to an affiliate. At December 31, 2022 there were $286,900 to the CEO, $269,400 to the CFO and $153,427 and the CCO in salary and expenses.
(2)	There are currently 30,000 shares of Common Stock awarded but not issued to three Board Members in the first quarter of 2023. The total fair market value at the time of the award was $5,700

CONVERTIBLE NOTES PAYABLE

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 7 – CONVERTIBLE NOTES PAYABLE

Private Placement, 2021 Notes

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

Name		Principal Converted				Accrued interest converted				No. of shares issued
Private Placement, 2021 Notes issued to Officers (1)		$	165,000			$	7,306				1,325,430

Convertible notes payable and interest payable consist of the following at June 30, 2023, and December 31, 2022:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

	June 30, 2023		December 31, 2022
Principal balance (1), (2)	$	2,000,000	$	2,165,000
Interest Payable		181,548		134,581
Outstanding, net of debt discount and premium	$	2,181,548	$	2,299,581

(1)	Net cash received for these notes were $1,045,150, after a Debt Discount of $119,850 was paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA / SIPC). $165,000 of the outstanding principal was converted into shares of Common Stock on May 17 and on June 26, 2023.
(2)	$2 million of principal, accrued interest and default penalties for notes issued prior to 2021, where settled by a third party in exchange for us issuing to them a note in the amount of $1 million.

Private Placement, 2022 Notes converted into Common Stock

The notes principal and accrued interest were fully converted into 6,081,484 shares of Common Stock on August 31, 2022.

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

(1)	Net cash received for these notes were $1,380,960, after a Debt Discount of $86,040 was paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA / SIPC).

STOCKHOLDERS’ EQUITY

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

STOCKHOLDERS’ EQUITY