Quarterly Report for Quarter Ending March 31, 2025 (Form 10-Q)

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 March 31, 2025

OR

☐ 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, Suite 605, Needham Heights, MA		02494-2863
(Address of principal executive offices)		(Zip Code)

617-454-1199

(Registrant's telephone number, including area code)

(Former Telephone Number, if Changed Since the Last Report)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		BIXT		OTCQB

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. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The amount of registered shares of the registrant's Common Stock as of May 15, 2025, was 88,992,243.

BIOXYTRAN, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
	Item 1.	Unaudited Condensed Consolidated Financial Statements
		Consolidated Balance Sheets as of March 31, 2025, and December 31, 2024, (Unaudited)		1
		Consolidated Statements of Operations for the three months ended March 31, 2025, and 2024, (Unaudited)		2
		Consolidated Statements of Changes in Stockholders' Deficit for the three months ended March 31, 2025, and 2024, (Unaudited)		3
		Consolidated Statements of Cash Flows for the three months ended March 31, 2025, and 2024, (Unaudited)		4
		Notes to Unaudited Condensed Consolidated Financial Statements		5
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		18
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		23
	Item 4.	Controls and Procedures		24
PART II - OTHER INFORMATION
	Item 1.	Legal Proceedings		25
	Item 1A.	Risk Factors		25
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		25
	Item 3.	Defaults Upon Senior Securities		25
	Item 4.	Mine Safety Disclosures		25
	Item 5.	Other Information		25
	Item 6.	Exhibits		26
SIGNATURES				27

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.

BIOXYTRAN, INC.

CONSOLIDATED BALANCE SHEETS

MARCH 31, 2025 AND DECEMBER 31, 2024

UNAUDITED

		March 31, 2025 unaudited				December 31, 2024
ASSETS
Current assets:
Cash		$	4,348			$	5,154
Total current assets			4,348				5,154
Intangibles, net			131,704				133,540
Total assets		$	136,052			$	138,694
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses		$	555,792			$	271,308
Accounts payable affiliates			7,683				154,236
Un-issued shares liability			11,920				91,729
Un-issued shares liability affiliates			16,680				132,639
Loan from related Party			407,610				241,078
Other short-term loans			48,000				48,000
Convertible notes payable, net of premium and discount			805,000				805,000
Derivative liability			991,404				186,652
Total current liabilities			2,844,089				1,930,642
Total liabilities			2,844,089				1,930,642
Commitments and contingencies			-				-
Stockholders' deficit:
Preferred stock, $0.001par value; 50,000,000shares authorized, and 43,398,388and 43,158,248issued and outstanding as at March 31, 2025, and as at December 31, 2024, respectively			43,398				43,158
Common stock, $0.001par value; 400,000,000shares authorized; 88,881,859and 86,782,908issued and outstanding as at March 31, 2025, and December 31, 2024, respectively			88,882				86,783
Additional paid-in capital			17,434,486				16,999,280
Accumulated deficit			(20,274,803	)			(18,921,169	)
Total stockholders' deficit			(2,708,037	)			(1,791,948	)
Total liabilities and stockholders' equity		$	136,052			$	138,694

See the accompanying notes to these consolidated financial statements

BIOXYTRAN, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE-MONTHS ENDED MARCH 31, 2025 AND 2024

UNAUDITED

		Three-months ended
		March 31, 2025				March 31, 2024
Operating expenses:
Research and development		$	349,500			$	27,000
General and administrative			148,770				320,997
General and administrative affiliates			16,872				431,232
Total operating expenses			515,142				779,229
Loss from operations			(515,142	)			(779,229	)
Other expenses:
Gain/Loss of issuance			-				235,245
Change in fair value ("FV") of derivative			(804,752	)			-
Interest expense			(31,157	)			(26,374	)
Interest expense affiliate			(733	)			(1,457	)
Amortization of Intellectual Property			(1,851	)			(2,031	)
Total other expenses			(838,493	)			205,383
Net loss before provision for income taxes			(1,353,635	)			(573,846	)
Provision for income taxes			-				-
Net loss			(1,353,635	)			(573,846	)
Net loss attributable to the non-controlling interest			-				13,324
NET LOSS ATTRIBUTABLE TO BIOXYTRAN		$	(1,353,635	)		$	(560,522	)
Loss per common share, basic and diluted		$	(0.02	)		$	(0.00	)
Weighted average number of common shares outstanding, basic and diluted			88,839,723				163,449,452

See the accompanying notes to these consolidated financial statements

BIOXYTRAN, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE THREE-MONTHS ENDED MARCH 31, 2025 AND 2024

UNAUDITED

		Common Stock								Preferred Stock								Additional Paid in				Shares sold not				Accumulated				Non-controlling				Total Share-holder Equity
		Shares				Amount				Shares				Amount				Capital				issued				Deficit				interest				(Deficit)
1/1/2024			144,642,333			$	144,642				-			$	-			$	13,085,715			$	45,000			$	(15,699,327	)		$	(680,886	)		$	(3,104,856	)
Stock subscriptions issued			333,333				333												44,667				(45,000	)											-
Shares issued affiliates - 2021 Plan			1,190,460				1,190												121,983																123,173
Shares issued - 2021 Plan			1,643,231				1,643												164,486																166,129
Shares issued for the conversion of accounts payable affiliates			7,305,097				7,305												757,001																764,306
Shares issued for the conversion of accounts payable			3,703,704				3,704												367,404																371,108
Shares issued for the conversion of notes payable and accrued interest			9,857,092				9,857												1,253,705																1,263,562
Conversion of warrants			4,356,778				4,357												(4,357	)															-
Net loss attributable to non-controlling interest																															(13,324	)			(13,324	)
Net loss																											(560,522	)							(560,522	)
3/31/2024			173,032,028			$	173,031				-			$	-			$	15,790,604			$	-			$	(16,259,849	)		$	(694,210	)		$	(990,424	)
1/1/2025			86,782,908			$	86,783				43,158,248			$	43,158			$	16,999,279			$	-			$	(18,921,169	)		$	-			$	(1,791,948	)
Shares issued to BOD & Mgmnt - 2021 Plan			-				-				390,140				390				131,076																131,466
Shares issued to consultants - 2021 Plan			1,348,951				1,349				-				-				89,951																91,300
Conversion between stock classes			750,000				750				(150,000	)			(150	)			(600	)															-
Payroll forfeiture by Mgmnt *																			214,780																214,780
Net loss																											(1,353,635	)							(1,353,635	)
3/31/2025			88,881,859			$	88,882				43,398,388			$	43,398			$	17,434,486			$	-			$	(20,274,803	)		$	-			$	(2,708,037	)

*	The transaction originating from the Company's Officers forfeiting $578,959in accrued payroll.

See the accompanying notes to these consolidated financial statements

BIOXYTRAN, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE-MONTHS ENDED MARCH 31, 2025 AND 2024

UNAUDITED

		Three-months ended
		March 31, 2025				March 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(1,353,635	)		$	(573,846	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of Intellectual Property			1,851				2,031
Stock-based compensation expense			16,251				168,410
Stock-based compensation expense, affiliate			10,747				131,835
Change in FV of Derivative			804,752				-
Interest paid in conversion of note payable			-				163,562
Changes in operating assets and liabilities:
Shares due for debt conversion			-				(500,000	)
Shares due for debt conversion affiliates			-				(485,904	)
Accounts payable and accrued expenses			499,264				210,512
Accounts payable affiliates			(146,553	)			773,833
Net cash used in operating activities			(167,323	)			(109,567	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in intangibles			(15	)			(5,995	)
Net cash used in investing activities			(15	)			(5,995	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term loans			-				38,000
Short-term loans, affiliates			166,532				-
Proceeds from sales of convertibles			-				61,500
Net cash provided by financing activities			166,532				99,500
Net decrease in cash			(806	)			(16,062	)
Cash, beginning of period			5,154				26,086
Cash, end of period		$	4,348			$	10,024
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid		$	-			$	163,562
Income taxes paid			-				-
NON-CASH INVESTING & FINANCING ACTIVITIES:
Common shares issued for the conversion of notes payable and accrued interest			-				1,263,562
Issuance of shares classified as unissued in prior quarter, affiliates			131,466				507,242
Issuance of shares classified as unissued in prior quarter			91,300				507,315
Common shares issued for the conversion of accounts payable affiliates			-				764,306
Common shares issued for the conversion of accounts payable		$	-			$	371,108

See the accompanying notes to these consolidated financial statements

BIOXYTRAN, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS AT MARCH 31, 2025 AND 2024

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 carbohydrate drugs. One of the primary areas of focus of our drug candidate is alleviating diseases or conditions that are a result of hypoxia, which is defined as a lack of oxygen to tissues. If hypoxia is not addressed quickly the lack of oxygen to tissues, results in many cases in necrosis, which is the death of cells comprising body tissue. Necrosis cannot be reversed. Our lead drug candidate, code named BXT-25, is an oxygen-carrying small molecule consisting of mammal hemoglobin stabilized with a co-polymer with intended applications to include treatment of hypoxic conditions in the brain. The tiny size of the molecule compared to a whole red blood cell enables permeation of clots that could be a result of a stroke, heart attack, pulmonary embolism, or other diseases associated with clots. The Company's intended focus is the treatment of hypoxic conditions in the brain resulting from stroke. The Company intends to create safe drug alternatives to existing therapies for effectively addressing hypoxic conditions in humans. Our drug development efforts are guided by specialists in carbohydrate chemistry and other disciplines, and we intend to supplement our efforts with input from a scientific and medical advisory board whose members are leading physicians.

Our Subsidiary, Pharmalectin, Inc. ("Pharmalectin" or the "Subsidiary") is pursuing work in the field of glycovirology. Their leading candidate named, ProLectin-M, is orally taken carbohydrate drug that binds galectins and thought to block the activity of galectin-3 and galectin-1. Galectins are a member of a family of proteins in the body called lectins. In the extracellular domain they are primarily seen as adhesion molecules that interact on the surface of, and in between cells. The carbohydrate recognition domain of the galectin known as the (CRD) has an affinity for surface glycans which are found on many cell types and viral spike proteins. The galectin interactions may cause cells to change their behavior, including cell movement, multiplication, and other cellular functions. Galectins are a subfamily of lectins that have a CRD that bind specifically to ß-galactoside proteins. Galectins have a broad range of functions, including regulation of cell survival and adhesion, promotion of cell-to-cell interactions, growth of blood vessels, regulation of the immune response and inflammation. During viral infections galectins are upregulated and downregulated based on the type of virus. ProLectin ultimately interferes with viral attachment and is thought to be an entry inhibitor capable of neutralizing viruses an safely escorting them out of the body

NDPD Pharma, Inc. ("NDPD") is a subsidiary focused on prototyping and development of specialized equipment for pharmaceutical manufacturing, and in the development of carbohydrate molecules deriving from partially hydrolyzed guar gum ("PHGG").

Our Foreign Subsidiary, Pharmalectin (BVI), Inc. ("Pharmalectin BVI") is the owner and custodian of the Company's Copyrights, Trademarks and Patents.

Our subsidiary, Pharmalectin India Pvt Ltd. ("Pharmalectin India") is managing the Company's clinical research and trials in India, and holds the rights to commercialization in India.

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 95,000,000authorized Common shares with a par value of $0.0001, and 5,000,000Preferred shares with a par value of $0.0001. On September 21, 2018, the Company underwent 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 400,000,000authorized Common shares with a par value of $0.001, and 50,000,000Preferred shares with a par value of $0.001. Our Convertible Preferred Stock has a par value of $0.001per share. The Preferred shares can at any time be converted into shares of Common Stock at a 1:5 basis, and carry a voting-power of ten (10) Common shares for each Preferred share.

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 95,000,000authorized Common shares with a par value of $0.0001, and 5,000,000Preferred shares with a par value of $0.0001. The Subsidiary was founded under the name of Bioxytran "Bioxytran (DE)". On April 29, 2021, the name was changed to Pharmalectin, Inc. On August 19, 2024, the Company acquired the minority interest of Pharmalectin from affiliates of the Company. As at March 31, 2025, there are 15,000,000shares of Common Stock issued and outstanding.

NDPD Pharma 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 95,000,000authorized shares of Common Stock with a par value of $0.0001, and 5,000,000shares of Preferred Stock with a par value of $0.0001. On October 25, 2024, the Company acquired 100% of NDPD's shares of Common Stock from affiliates of the Company. As at March 31, 2025, there are 15,000,000shares of Common Stock issued and outstanding.

Pharmalectin BVI was organized on March 17, 2022, as a British Virgin Islands (BVI) Business Corporation with a BVI corporate taxing structure with 50,000authorized shares with a par value of $1.00. There are currently 50,000outstanding shares held by the Company.

Pharmalectin India was organized on August 30, 2022, as an Indian Business Corporation with an India corporate taxing structure with 50,000authorized shares with a par value of 10Rupees. There are currently 41,020outstanding shares, whereof 41,000(99.95%) are held by the Company.

Basis of Presentation

The summary of significant accounting policies presented below is designed to assist in understanding the Company's consolidated financial statements. Such financial statements and accompanying notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ("U.S. GAAP") in all material respects and have been consistently applied in preparing the accompanying consolidated financial statements. The Company has not earned any revenue from operations since inception. The Company chose December 31^st as its fiscal year end.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Bioxytran, Inc., a Nevada corporation, and its wholly owned subsidiaries (collectively, the "Company"): Pharmalectin, Inc. of Delaware, Pharmalectin (BVI), Inc of British Virgin Islands and Pharmalectin India Pvt Ltd and as from October 25, 2024, NDPD Pharma, Inc. 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 a 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 and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

Net Loss per Common Share, basic and diluted

The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share ("ASC 260-10"). Net loss per common share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into Common Stock using the "treasury stock" and/or "if converted" methods as applicable.

At March 31, 2025, we would, based on the market price of $0.142/share, be obligated to issue approximately 12,106,150shares of Common Stock upon conversion of the convertible note (the "2021 Note") and 1,292,030shares upon exercise of warrants, currently outstanding. For the 2021 Note, the amount of shares are based on $979,799of principal and accrued interest currently outstanding. These issuable shares are not included in the earnings per share ("EPS") as they would be considered anti-dilutive while the company produce losses.

The 2021 Note issued on May 3, 2021, with its maturity date extended through March 1, 2025, carries an interest rate of 10% and is convertible at the lower of (i) a fixed price of $0.08, or (ii) if the market price at the date of conversion is below $0.08, the conversion price will be reduced with 120% of the price difference.

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, defined as the bid price at the market closing on the prior day, pursuant ASC 718. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or be settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion of the gross deferred tax asset will not be realized. The Company records interest and penalties related to income taxes as a component of provision for income taxes. The Company did not recognize any interest and penalty expense for the three months ended March 31, 2025, and 2024.

Research and Development

The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development ("ASC 730-10"). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. During the three months ended March 31, 2025 the Company incurred $349,500in research and development expenses, due to lack of funding, while during the three months ended March 31, 2024 the Company incurred $27,000.

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 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.

Reclassification

Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no impact on previously reported income or equity.

Convertible Debt

The Company accounts for convertible debt that does not meet the criteria for equity treatment in accordance with the guidance contained in 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): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. Accordingly, the Company elected to classify the convertible debt as a liability at amortized cost using the effective interest method. The Company classifies convertible debt based on the re-payment terms and conditions. Any discounts on the convertible debt and costs incurred upon issuance of the convertible debt are amortized to interest expense over the terms of the related convertible debt. Convertible debt is also analyzed for the existence of embedded derivatives, which may require bifurcation from the convertible debt and separate accounting treatment. Refer to Note 9 for information regarding convertible debt.

Embedded Derivatives

The Company accounts for embedded derivatives in accordance with ASC 815-15, which requires separation of certain derivative-like features embedded in host contracts (such as convertible debt) when:

	●	The economic characteristics of the embedded feature are not clearly and closely related to the host contract; and
	●	The hybrid instrument is not already measured at fair value.

The Company uses this method for calculations of Convertible debt with price-adjusted conversion features (e.g., reset provisions based on stock price declines) are bifurcated and measured at fair value through earnings, by applying a 100-step binomial lattice model incorporating stock price volatility, risk-free rates, and contractual adjustment terms.

Changes in fair value of bifurcated derivatives are recognized in earnings each reporting period.

Warrants

The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity ("ASC 480"), then in accordance with ASC 815-40 ("ASC 815"), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815, and in order to conclude equity classification, the Company also assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date.

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.

The valuation of shares issued under an exemption from registration, such as under Rule 3(a)(9) of the Securities Act, typically relates to ASC 820 (Fair Value Measurement) under U.S. Generally Accepted Accounting Principles (GAAP). This accounting standard provides guidance on how to measure fair value when required for financial reporting purposes. Among other notable considerations the Company highlights;

●

When valuing shares in an exchange under Rule 3(a)(9), the conversion terms and the value of the securities being exchanged (debt, other equity, etc.) must be considered. If the company is offering a premium or discount as part of the exchange, this would impact the fair value measurement;

Based on Empirical Evidence and Studies, for restricted stock in public companies, the liquidity discount averages around 20%-30%, based on, but not limited to, the following data;

○

Liquidity of the Security:

	■	If the company has low trading volumes and investors may find it difficult to sell shares, the discount could be on the higher end of the range (e.g., 30%-40%).
	■	Conversely, for OTC companies with higher trading volumes, the discount might be lower (e.g., 10%-20%).

○

Holding Period:

	■	The longer the restriction period on the newly issued shares, the higher the discount. If the shares are subject to extended holding periods, investors will require greater compensation for their inability to sell the shares in the short term.
	■	For example, shares that are restricted for six months under SEC Rule 144 could see a 20%-30% discount. If the holding period extends beyond that or other limitations apply, the discount might increase.

○

Company Fundamentals and Risk

	■	Investors consider the financial health, stability, and growth prospects of the issuing company. A riskier OTC company with volatile financials or uncertain growth prospects might see a larger liquidity discount (e.g., closer to 40%).
	■	Companies with strong fundamentals might experience a lower discount (e.g., 10%-20%), even in the OTC market.

In accordance with the guidance of ASC 820 concerning for Lack of Registration Premium, shares that are restricted for six months under SEC Rule 144 generally see a 20%-30% discount on market price. The Company has opted for a 25% discount to the market price at the date of issuance based on the Company's elevated volatility, and to the illiquidity of the large number of shares generally issued in these transactions.

In contrary, shares issued under the registration requirements of the Securities Act for the Compensatory Benefit Plan pursuant to Rule 701 of the Securities Act where ASC 718 (Compensation-Stock Compensation), are valued at market price at the grant date, based on the limited number of shares awarded, and its predictable repetitiveness. Under ASC 718, the grant date is typically the measurement date for share-based compensation, the Company has interpreted this as the closing bid price on the market on the day preceding the grant, or award. This is the date when both parties (employer and employee) have a mutual understanding of the terms of the award, and it is used to determine the fair value of the stock-based award for accounting purposes. The fair value measured at the grant date is not adjusted for subsequent changes in stock price.

Further, for derivatives under ASC 815, fair value is critical because these financial instruments (e.g., convertible note with a variable conversion rate) must be recorded at fair value on the balance sheet, with changes typically flowing through earnings. For the calculation of the derivative debt, the Company is using the Binomial Option Pricing model by Cox, Ross and Rubinstein.

Business Combinations

The Company applies ASC 805, "Business Combinations". ASC 805 requires recognition of assets acquired, liabilities assumed, and non-controlling interest in the acquired entity at the acquisition date, measured at their fair values as of that date. This ASC also requires the fair value of acquired in-process research and development ("IPR&D") to be recorded as intangibles with indefinite lives, contingent consideration to be recorded on the acquisition date, and restructuring and acquisition-related deal costs to be expensed as incurred. Any excess of the fair value of net assets acquired over purchase price and any subsequent changes in estimated contingencies are to be recorded in earnings. In addition, changes in valuation allowance related to acquired deferred tax assets and in acquired income tax position are to be recognized in earnings. Further, ASC 805-50 addresses specific issues related to transactions involving entities under common control and acquisitions of assets rather than businesses. Common Control Transactions - Deals between entities under the same parent or controlling party are accounted for differently (e.g., book-value transfers) rather than fair value, as they are not considered arm's-length.

Recent Accounting Pronouncements

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

NOTE 3 - GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS

As at March 31, 2025, the Company had cash of $4,348and a negative working capital of $2,839,741. As at March 31, 2025, the Company has not yet generated any revenues, and has incurred an accumulated deficit of $20,274,803. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

During the three months ended March 31, 2025, the Company the Company borrowed $166,532. During the same period in 2024, the Company raised $61,500in form of a convertible note and converted $38,000from a 3^rd party accounts payable to short-term debt. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of June 2025 and is pursuing alternative opportunities to funding.

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

NOTE 4: SINGLE SEGMENT DISCLOSURE

For the three months ended March 31, 2025

In accordance with Accounting Standards Codification ASC 218, Segment Reporting, the Company has determined that it operates as a single operating segment. The Company's Chief Operating Decision Maker ("CODM"), which is its Chief Executive Officer, reviews the Company's financial performance and allocates resources on a consolidated basis. The Company's operations focus solely on pharmaceutical research and development activities, and it does not manage the business using multiple segments or by product lines.

i.	Revenue and Geographic Information: As of March 31, 2025, the Company has not yet generated significant revenues from its pharmaceutical products as it remains in the research and development phase. Consequently, there is no dis-aggregation of revenue by geographic area or product line.
ii.	Major Customers and Concentration of Risk: Since the Company is in the development phase and has not generated revenue from product sales, there are no major customers to report. The Company is reliant on funding through private placements, equity offerings, and other financial arrangements to sustain its research and development efforts.
iii.	Long-lived Assets by Geographic Region: The Company's tangible and intangible assets, including intellectual property and research-related equipment, are located within the United States and BVI. However, these assets do not represent a significant portion of the Company's total assets.

Conclusion: The Company has concluded that it qualifies as a single reportable segment under ASC 218 based on the nature of its operations, the way it is managed, and the financial information reviewed by the CODM. As such, no additional segment disclosures are required in the consolidated financial statements.

NOTE 5 - AFFILIATES TRANSACTIONS

The Company holds a License Agreement (the "License" or "Agreement") for a medical device (license obtained in 2019) with an affiliated company of which the Company's officers hold a majority interest. The device was developed prior to the establishment of Bioxytran. A yearly maintenance cost for the license amounts to $5,000.

NOTE 6 - 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. Noimpairment charges were recorded for the three months ended March 31, 2025, and 2024.

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 seventeen years. The current patent application is still in process, and is therefore not yet amortized.

		Estimated Remaining Life (years)				March 31, 2025				December 31, 2024
Capitalized patent costs			15			$	153,434			$	153,419
Accumulated amortization							(21,730	)			(19,879	)
Intangible assets, net						$	131,704			$	133,540

NOTE 7 - ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

At March 31, 2025, the officers forfeited $578,959in accrued payroll after which there was no amount due in accounts payable to affiliates. There was a short-term loan from affiliates of $407,610with $7,683in accrued interest, as well as un-issued shares owed to affiliates of $16,680. On December 31, 2024, there was $147,286in Accounts Payables to related parties in form of payroll and advanced expense, there was also a short-term loan from affiliates of $241,078with $6,950in accrued interest, as well as un-issued shares owed to affiliates of $132,639.

The following table represents the major components of accounts payables and accrued expenses and other current liabilities at March 31, 2025, and December 31, 2024:

		March 31, 2025				December 31, 2024
Accounts payable affiliates (1)		$	-			$	147,286
Professional fees			380,993				40,860
Interest			174,799				143,642
Interest affiliates (3)			7,683				6,950
Payroll taxes			-				11,945
Pension/401K			-				74,500
Other accounts payable			-				361
Un-issued shares affiliates (2)			16,680				132,639
Un-issued shares			11,920				91,729
Loan from affiliates (3)			407,610				241,078
Short term loan			48,000				48,000
Convertible note payable			805,000				805,000
Derivative liability			991,404				186,652
Total		$	2,844,089			$	1,930,642

(1)	At March 31, 2025, the officers forfeited $578,959in accrued payroll, there was no accounts payables due to any affiliates. For each of CFO and CEO, there was $46,668in accrued payroll and $4,000for advanced expenses due, there was also $35,000and $4,000in accrued payroll and advanced expenses due to our CCO at December 31, 2024.
(2)	The amount is to be converted into shares of Common Stock whereof on March 31, 2025, $16,680for our board members attendance in board and committee meetings during the first quarter of 2025. On December 31, 2024, $49,745is to our Directors for their attendance in board and committee meetings during the fourth quarter, and another $82,894in a one-time bonus.
(3)	On March 31, 2025, the Company has a $407,610 loan from an affiliated company with an interest rate of 8%. The accrued interest is currently $7,683. On December 31, 2024, the affiliated loan was $241,078and the accrued interest was $6,950.

NOTE 8 - CONVERTIBLE NOTES PAYABLE

Private Placement, 2021 Notes currently outstanding

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

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) if the market price at the date of conversion is below $0.13, the conversion price will be reduced with 120% of the price difference.

If the 2021 Notes are converted prior to us paying off such note, it would lead to substantial dilution to our shareholders as a result of the conversion discounted applicable to the 2021 Notes. 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.

On May 5, 2023, three (3) of the 2021 Notes were re-negotiated; the interest was set to 10%, a prepayment at 120% was included and the renegotiated notes extended until April 30, 2023. Two of the notes were fully converted. On July 15, 2024, a debt discount of $105,000was added to the remaining notes principal. As per the amendment dated December 27, 2024, the Company has the option to repurchase the note at face value and a conversion of $70,000in shares of Common Stock, due at payoff date.

At March 31, 2025, and December 31, 2024, the outstanding convertible notes were as follows:

Name				Principal due				Accrued interest				Total amount due
				December 31, 2024
Notes sold in exchange for cash	*	(1,2)		$	805,000			$	143,642			$	948,642

				March 31, 2025
Notes sold in exchange for cash	*	(1,2)		$	805,000			$	174,799			$	979,799

(1)	Net cash received for these notes were $1,045,150, after a Debt Discount of $119,850was paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA / SIPC).
(2)	During the year 2024 a total of $200,000was converted into 1,675,849shares of Common Stock.
*	An embedded derivative liability has not been deducted from the principal amount due, see Note 9 here below.

NOTE 9 - CONVERTIBLE NOTE AND EMBEDDED DERIVATIVE

Convertible Note Terms

The Company has outstanding convertible debt with the following key terms:

	●	Principal Amount: $979,799(including accrued interest)
	●	Conversion Price: $0.08per share
	●	Maturity Date: March 1, 2025
	●	Current Market Price of Common Stock: $0.142
	●	Price Adjustment Feature: If the market price at conversion is below 0.08,the conversion price will be reduced by 120% of the difference between the conversion price and the market price.

Embedded Derivative Classification

The price adjustment feature meets the criteria for bifurcation as an embedded derivative under ASC 815-15-25-1 because:

	●	It is not clearly and closely related to the host debt instrument.
	●	The 120% adjustment creates a non-linear payoff linked to the stock price.
	●	It is required to be separately accounted for at fair value with changes recorded in earnings.

Valuation Technique

The company has used a 100-step binomial lattice model for its valuations. The binomial model captures:

	●	Path dependency of the adjustment feature.
	●	Optimal conversion behavior (American-style exercise).
	●	Probability-weighted payoffs under risk-neutral valuation.

Fair Value Measurement of Embedded Derivative

The derivative liability was at March 31, 2025, valued at $991,404, while principal amount was $979,799(including accrued interest). On May 1, 2024, when the derivative instrument was introduced and the notes principal amount was $891,863(including accrued interest), the derivative liability was valued at $572,781. The following key inputs were used in the derivative debt calculation:

Parameter		March 31, 2025				December 31, 2024				Source/Methodology
Current Stock Price		$	0.142			$	0.0899			Observable market price
Conversion Price		$	0.08			$	0.08			Contractual terms
Volatility			127.02	%			129,14	%		Historical volatility of comparable companies
Risk-Free Rate			4.36	%			4.37	%		1.5-month (6-month)* U.S. Treasury yield
Time to Maturity			default				0.25years			1.5 months (7 months)*
Adjustment Multiplier			120	%			120	%		Contractual terms

*	The number of months inside the parenthesis was used in the December 31, 2024, calculation.

The difference between the two values was accounted for as change in fair value for the period mounted to $804,752.

Sensitivity and Risks

	●	Volatility Impact: A 20% increase in volatility to 144.02% would increase the liability with $375,343.
	●	Stock Price Risk: A 20% increase of the stock price to 0.1704 would increase the liability with $991,404.
	●	Concentration Risk: The derivative represents 101.8% of the debt principal, highlighting a potential equity dilution.

NOTE 10 - STOCKHOLDERS' EQUITY

Preferred stock

The Company is authorized to issue 400,000,000shares of Common Stock, and 50,000,000shares of Preferred Stock.

Each share of Preferred Stock has the voting power of ten shares of Common Stock, and can at any time be converted into five, shares of Common Stock. The table below sets forth the number of shares of Preferred Stock issued and outstanding during the reporting period(s).There were 43,158,248Preferred Stock outstanding on December 31, 2024:

Issuances in the period January 1 and March 31, 2025

Date				# Shares				Amount				Price/Share				Type		Notice
1/01/2025					43,158,248			$	4,408,582			$	0.102
1/10/2025		h			(150,000	)			(750	)			0.005			Stock conversion		affiliate
3/31/2025					-				214,780				-			Payroll forfeiture*		affiliate
See Note 11		d			390,140				131,076				0.342			2021 Stock Plan		affiliate
03/31/2025					43,398,388			$	4,753,688			$	0.110

*	The transaction originating from the Company's Officers forfeiting $578,959in accrued payroll.

Common stock

Number of shares of Common Stock issued and outstanding during the reporting period(s):

Issuances in the period January 1 and March 31, 2024

Date				# Shares				Amount				Price/Share				Type		Notice
1/01/2024					144,642,333			$	13,275,358			$	0.090
1/17/2024		a			-				(45,000	)			-			subscription
1/17/2024		a			333,333				45,000				0.135			private placement
1/18/2024		c			3,703,704				371,108				0.100			debt conversion
1/18/2024		c			3,599,289				485,904				0.135			debt conversion		affiliate
1/22/2024		c			4,356,778				-				-			exercise of warrant		cashless
1/22/2024		b			8,950,474				1,163,562				0.130			convertible note
3/20/2024		b			906,618				100,000				0.110			convertible note
3/27/2024		c			3,705,808				279,051				0.075			debt conversion
see Note 11		d			1,190,460				123,173				0.103			2021 Stock Plan		affiliate
see Note 11		d			1,593,691				165,479				0.104			2021 Stock Plan
3/31/2024					172,982,488			$	15,963,635			$	0.093

Issuances in the period January 1 and March 31, 2025

Date				# Shares				Amount				Price/Share				Type		Notice
1/01/2025					86,782,908			$	12,722,039			$	0.147
1/10/2025		d			750,000				750				0.001			Stock conversion		affiliate
see Note 11		d			1,348,951				91,300				0.077			2021 Stock Plan
3/31/2025					88,881,859			$	12,814,089			$	0.144

a	The Company claims an exemption from the registration requirements of 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.
b	The Common Stock underlying the Convertible Note(s) are currently eligible for resale under Rule 144. At the time of sale of the promissory note, the Company claimed an exemption from the registration requirements of the Securities Act for these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.
c	The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption in Rule 3(a)(9) of the Securities Act.
d	The Company claims an exemption from the registration requirements of the Securities Act for the Compensatory Benefit Plan pursuant to Rule 701 of the Securities Act.
e	The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption in section 12(a) of the Securities Act.
f	The shares were issued after the Company filed a registration statement with the SEC, on Form S-1
g	The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption under Rule 145 of the Securities Act.
h	The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption under Rule 144 of the Securities Act.

Common Stock Warrants

The fair value of stock warrants granted for the three months ended March 31, 2025, and December 31, 2024 was calculated with the following assumptions:

		March 31, 2025				December 31, 2024
Risk-free interest rate			3.96- 4.61	%			3.41- 4.72	%
Expected dividend yield			0	%			0	%
Volatility factor (monthly)			127.02	%			134.66	%
Expected life of warrant			5years				5years

For the three months ended March 31, 2025, and 2024, the Company did not award any warrants.

The following table summarizes the Company's Common Stock warrant activity for the three months ended March 31, 2025, and 2024:

		Number of Warrants *				Weighted Average Exercise Price				Weighted Average Remaining Expected Term
Outstanding as at January 1, 2024			1,342,030			$	0.29				3.8
Granted			-				-				-
Exercised			-				-				-
Forfeited/Cancelled			-				-				-
Outstanding as at March 31, 2024			1,342,030			$	0.29				3.5
Outstanding as at January 1, 2025			1,292,030			$	0.22				2.6
Granted			-				-				-
Exercised			-				-				-
Forfeited/Cancelled			-				-				-
Outstanding as at March 31, 2025			1,292,030			$	0.22				2.7

The following table summarizes information about stock warrants that are vested or expected to vest at March 31, 2025, with a market price of $0.15at March 31, 2025:

								Warrants Outstanding and Exercisable
Exercise Price				Number of Warrants				Weighted Average Exercise Price Per Share				Weighted Average Remaining Contractual Life (Years)				Aggregate Intrinsic Value
$	0.20-0.25				1,264,030			$	0.23				2.8			$	-
	0.47				28,000				0.47				2.4				-
$	0.20-0.47				1,292,030			$	0.22				2.7			$	-

The weighted-average remaining contractual life for warrants exercisable at March 31, 2025, is 2.71years. The aggregate intrinsic value for fully vested, exercisable warrants was $0at March 31, 2025.

NOTE 11 - STOCK OPTION PLAN AND STOCK-BASED COMPENSATION

On January 15, 2021, the Company adopted a stock option plan entitled "The 2021 Employee, Director and Consultant Stock Plan" (the "2021 Plan") under which the Company may grant Options to Purchase Stock, Stock Awards or Stock Appreciation Rights up to 15% of the then fully diluted number of shares of the Company's Common Stock, automatically adjusted on January 1 each year. On January 1, 2025, the 2021 Plan was automatically reset in accordance with the 2021 Plan requirements and after the reset there are 46,617,315shares in Common Stock awards available for grant.

Under the terms of the 2021 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, which are fully and immediately vested upon issuance, may be directly issued under the Plan (without any intervening options).

Shares Awarded and Issued 2021 Plan:

As at March 31, 2025, there were 8,819,752shares issued valued at a fair historic market value of $702,084at the time of award, while as at March 31, 2024, there were 8,072,378shares issued valued at a fair historic market value of $379,508at the time of award.

The following table summarizes the Company's granted and issued stock awards in the three months ended March 31, 2025, and 2024:

Issuances under the 2021 Stock Plan in the period January 1 and March 31, 2024
Date				# Shares				Amount				Price/Share				Type		Notice
1/01/2024					5,288,687			$	90,856			$	0.017
3/22/2024		*			211,269				21,338				0.101			stipend		affiliate
3/22/2024					72,423				7,315				0.101			stipend
3/22/2024		*			979,191				101,835				0.104			bonus		affiliate
3/22/2024					1,520,808				158,164				0.104			bonus
3/31/2024					8,072,378			$	379,508			$	0.047

Issuances under the 2021 Stock Plan in the period January 1 and March 31, 2025
Date				# Shares				Amount				Price/Share				Type		Notice
1/01/2025					5,520,101			$	481,057			$	0.087
1/06/2025		*			634,921				43,045				0.067			stipend		affiliate
1/06/2025					164,731				11,037				0.067			stipend
1/06/2025		*			1,315,780				88,031				0.067			bonus		affiliate
1/06/2025					1,184,220				78,914				0.067			bonus
3/31/2025					8,819,753			$	702,084			$	0.080

*	The shares are held as shares of Preferred Stock, but are for comparison purposes expressed as Common share equivalents in this table.
	The Company claims an exemption from the registration requirements of the Securities Act for the Compensatory Benefit Plan pursuant to Rule 701 of the Securities Act.

Shares awarded, but not yet issued, under the 2021 Stock Plan for the period ended March 31, 2025:

Date				# Shares				Amount				Price/Share				Type		Notice
3/31/2025		*			120,000			$	16,680			$	0.139			stipend		affiliate
3/31/2025					85,759				11,920				0.139			stipend
3/31/2025					205,759			$	28,600			$	0.139

For the three months ended March 31, 2025, the Company recorded stock-based compensation expense of $28,600(whereof $16,680to affiliates) in connection with share-based payment awards. For the three months ended March 31, 2024, the Company recorded stock-based compensation expense of $300,245(whereof $131,835to affiliates) in connection with share-based payment awards.

Stock options granted and vested 2021 Plan:

For the three months ended March 31, 2025, there were no options awarded under the 2021 Stock Plan. For the three months ended March 31, 2024, there were no options awarded under the 2021 Stock Plan. However, 45,000 options were forfeited.

As at March 31, 2025, there was no unrecognized compensation expense related to non-vested stock option awards. The following table summarizes the Company's stock option activity for the three months ended March 31, 2025, and 2024:

		Number of Options				Exercise Price per Share				Weighted Average Exercise Price per Share
Outstanding as of January 1, 2024			335,000			$	0.001- 0.95			$	0.62
Granted			-				-				-
Exercised			-				-				-
Options forfeited/cancelled			(45,000	)			0.34				0.34
Outstanding as of March 31, 2024			290,000			$	0.001- 0.95			$	0.68
Outstanding as of January 1, 2025			-			$	-			$	-
Granted			-				-				-
Exercised			-				-				-
Options forfeited/cancelled			-				-				-
Outstanding as of March 31, 2025			-			$	-			$	-

At March 31, 2025, there are nostock options outstanding.

As at March 31, 2025, the Company has 43,317,663options or stock awards available for grant under the 2021 Plan.

NOTE 12 - NON-CONTROLLING INTEREST

		March 31, 2025				March 31, 2024
Net loss Subsidiary		$	-			$	(27,191	)
Net loss attributable to the non-controlling interest			-				13,324
Net loss affecting Bioxytran			-				(13,867	)
Accumulated deficit			-				(3,955,108	)
Accumulated deficit attributable to the non-controlling interest			-				855,160
Accumulated deficit affecting Bioxytran			-				(3,099,948	)
Net equity non-controlling interest		$	-			$	(694,210	)

On August 19, 2024, the minority affiliate shareholder, the beneficial ownership of which includes the Company's officers, exercised a warrant allowing it to exchange its 49% ownership in the Subsidiary for a 16.8% ownership of the Company.

NOTE 13 - 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.

At present, there is no other pending litigation or proceeding involving any of our Directors, Officers or employees as to which indemnification is sought, nor are we aware of any threatened litigation or proceeding that may result in claims for indemnification.

NOTE 14 - SUBSEQUENT EVENTS

Finalization of clinical trial recruitment

The recruitment for the clinical trial registered with India's Central Drugs Standard Control Organisation (CDSCO) under IND (CT/22/000004) on December 2, 2022, "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" was completed on May 1, 2025.

A complete trial report with detailed data is scheduled for publication within 90 days of completed recruitment.

Issuances of Preferred Stock for services

Date				# Shares				Amount				Price/Share				Type		Notice
4/01/2025					43,398,388			$	4,753,688			$	0.105
5/15/2025	d		*		31,251				23,438				0.750			2021 plan (below)		affiliate
5/15/2025					43,429,639			$	4,777,126			$	0.105

Issuances of Common Stock for services

Date				# Shares				Amount				Price/Share				Type		Notice
4/01/2025					88,881,859			$	12,814,089			$	0.144
5/15/2025	d				110,384				16,558				0.150			2021 plan (below)
5/15/2025					88,992,243			$	12,830,647			$	0.144

Issuances under the 2021 Stock Plan for services

Date				# Shares				Amount				Price/Share				Type		Notice
4/01/2025					8,819,753			$	702,084			$	0.080
5/15/2025	d		*		156,255				23,438				0.150			stipend		affiliate
5/15/2025	d				110,384				16,558				0.150			stipend
5/15/2025					9,086,392			$	742,080			$	0.082

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

Date				# Shares				Amount				Price/Share				Type		Notice
5/15/2025	d		*		251,580			$	37,737			$	0.150			stipend		affiliate
5/15/2025	d				68,908				10,336				0.150			stipend
5/15/2025					320,488			$	48,073			$	0.150

*	Issued as preferred shares
a	The Company claims an exemption from the registration requirements of 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.
b	The Common Stock underlying the Convertible Note(s) are currently eligible for resale under Rule 144. At the time of sale of the promissory note, the Company claimed an exemption from the registration requirements of the Securities Act for these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.
d	The Company claims an exemption from the registration requirements of the Securities Act for the Compensatory Benefit Plan pursuant to Rule 701 of the Securities Act.

Management sees no further subsequent events requiring disclosure.

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, 2024, included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 3, 2025. This discussion contains forward-looking statements. These statements are often identified by the use of words such as "may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate," or "continue," and similar expressions or variations. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report on Form 10-Q.

Overview

We do not currently have sufficient capital resources to fund operations. To stay in business and to continue the development of our products, we will need to raise additional capital through public or private sales of our securities, debt financing or short-term bank loans, or a combination of the foregoing. We believe that if we can raise $3,700,000, we will have sufficient working capital to 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.

Provided that the Company obtain adequate funding, the following future milestones are anticipated:

●	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 recruitment for the trial was completed on May 1, 2025. The results from the trial report, including issuance to the CDSCO, is scheduled for publication within the following 90 days. Provided positive trial results, the Company will schedule a Phase 3 clinical trial with the CDSCO.
●	On August 21, 2023, the Company's IND #153742 under the title "PROTECT: ProLectin-M, a nucleocapsid TErminal GaleCTin antagonist for COVID-19 (PROTECT), a Randomized, Double-blinded Clinical Trial to Evaluate the Efficacy and Safety in Non-Hospitalized Adult Participants with COVID-19" was approved by the FDA, the trial is expected to start in the second quarter of 2025.
●	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", the trial is expected to start in the second quarter of 2025.
●	On April 19, 2023, the Company announced that its Acelluar Oxygen Carrier ("AOC") BXT-25 had 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.

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 one convertible loan outstanding at a total face value of $805,000, remaining debt mounts to $1,041,601 (whereof $415,293 is owed to affiliates). As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit of $20,274,803 as at March 31, 2025. The accumulated deficit as at December 31, 2024, was $18,921,169.

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 any 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

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. We are actively engaged in research and development activities through our Subsidiary, Pharmalectin, Inc., developing the ProLectin-Rx.

Research and Development

		March 31, 2025				March 31, 2024
Research and development:
Process development		$	100,000			$	-
Product development			-500				-
Regulatory			-				-
Clinical trials			250,000				-
Project management			-				27,000
Total research and development		$	349,500			$	27,000

During the three months ended March 31, 2025, the Company recorded $349,500 in R&D expenses. During the three months ended March 31, 2024, the Company recorded $27,000.

General and Administrative

		March 31, 2025				March 31, 2024
General and administrative expenses:
Payroll and related expenses		$	1,284			$	377,122
Costs for legal, accounting and other professional services			54,670				2,114
Costs for legal, accounting and other professional services affiliates			5,000				-
Marketing expense			15,000				22,000
Miscellaneous expenses			62,690				50,748
Compensation expense to BoD and Management			16,251				131,835
Compensation expense to consultants			10,747				168,410
Total general and administrative		$	165,642			$	752,229

The significant decrease in Payroll and related expensesfor the three months ended March 31, 2025, were due to the Company's Officers forfeiting $578,959 in accrued payroll.

The Costs for legal, accounting and other professional servicesended up at $59,670 (whereof $5,000 was affiliate related) for the three months ended March 31, 2025, and $2,114 for the three months ended March 31, 2024.

Sales and marketing expensefor the three months ended March 31, 2025, were $15,000, as compared to $22,000 for the three months ended March 31, 2024. The decrease costs are due to reduced stock promotional activities in 2025.

Miscellaneous G&A expensesduring the three months ended March 31, 2025, and 2024, was $62,689 and $50,748, respectively.

Stock-based compensation mounted to $26,998 for the three months ended March 31, 2025, (whereof $16,251 to affiliates). The stock-based compensation for the three months ended March 31, 2024, was $300,245, (whereof $131,835 for affiliates).

Other (income) expenses

		March 31, 2025				March 31, 2024
Other (income) expenses:
Gain/Loss of issuance		$	-			$	(235,245	)
Change in FV of Derivative			804,752				-
Interest expense			31,157				26,374
Interest expense affiliate			733				1,457
Debt discount amortization			-				-
Amortization of warrants and debt discount			-				-
Amortization of IP			1,851				2,031
Total other (income) expenses		$	838,493			$	(205,383	)

During the three months ended March 31, 2025, the Company recorded an $804,752 change in derivative fair value due to an increased market price of the Company's Common shares, while the interest expense was $31,890 (whereof $733 to affiliates), $1,851 was amortized from the Company's IP. During the three months ended March 31, 2024, the Company recorded an interest expenseof $27,831 (whereof $1,457 to affiliates), $2,031 was amortized from the Company's IP and a gain on issuance of $235,245 was accounted for due to incorrect valuation of issued shares.

Non-Controlling Interest

		March 31, 2025				March 31, 2024
Net loss attributable to the non-controlling interest		$	-			$	13,324

For the three months ended March 31, 2024, there was a non-controlling interest attribution of $13,324, 100% of the subsidiaries shares were acquired in 2024, why the attribution of $13,324 is for the period prior to the acquisition.

Net Loss

		March 31, 2025				March 31, 2024
Net loss attributable to Bioxytran		$	(1,353,635	)		$	(560,522	)
Loss per common share, basic and diluted		$	(0.02	)		$	(0.00	)
Weighted average number of common shares outstanding, basic			88,839,723				138,598,691

The Company generated a net loss for the three months ended March 31, 2025, of $1,353,635. In comparison, for the three months ended March 31, 2024, the Company generated a net loss of $560,522. The significant difference is due to the Company's valuation of it's derivative debt.

CASH-FLOWS

		March 31, 2025				March 31, 2024
Net cash used in operating activities		$	(167,323	)		$	(109,567	)
Net cash used in investing activities			(15	)			(5,995	)
Net cash provided by financing activities			166,532				99,500
Cash, beginning of period			5,154				26,086
Cash, end of period			4,348				10,024
Net increase (decrease) in cash		$	(806	)		$	(16,062	)

Net cash used in operating activitieswas $(167,323) and $(109,567) for the three months ended March 31, 2025, and 2024, respectively.

Net cash used in investing activities:In the three months ended March 31, 2025, the Company is in the process of filing a patent, and $15 was spent in legal fees. In the three months ended March 31, 2024, the amount was $5,995.

Cash flows from financing activitieswere $166,532 and $99,500 for the three months ended March 31, 2025, and 2024, respectively.

The available cashwas $4,348 and $10,024 in the end of the three months ended March 31, 2025, and 2024, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Current Assets

		March 31, 2025				December 31, 2024
Current assets:
Cash		$	4,348			$	5,154
Total current assets		$	4,348			$	5,154

As of March 31, 2025, our current assets consisted of $4,348 in cash. At December 31, 2024 we had $5,154 in cash.

Current Liabilities

		March 31, 2025				December 31, 2024
Current liabilities:
Accounts payable and accrued expenses		$	555,792			$	278,258
Accounts payable affiliates			7,683				147,286
Un-issued shares liability			11,920				91,729
Un-issued shares liability affiliates			16,680				132,639
Loan from affiliates			407,610				241,078
Other short-term loans			48,000				48,000
Convertible notes payable, net of discount			805,000				805,000
Derivative liability			991,404				186,652
Total current liabilities		$	2,844,089			$	1,930,642

At March 31, 2025, we had total liabilities of $2,844,089, which consisted of $563,475 in accounts payable and accrued expenses (of which $7,683 was payable to related parties), $28,600 in un-issued shares (of which $16,680 was payable to related parties), and $805,000 in one convertible loan coupled with a derivative liability of $991,404 and $407,610 in a loan from affiliates and $48,000 in other short-term loans. At December 31, 2024, we had total liabilities of $1,930,642, which consisted of $425,544 in accounts payable and accrued expenses (of which $147,286 was payable to related parties), $224,368 in un-issued shares (of which $132,639 was payable to related parties), and $805,000 in one convertible loan coupled with a derivative liability of $186,652 and $241,078 in a loan from affiliates and $48,000 in other short-term loans.

Net Working Capital and Accumulated Deficit

		March 31, 2025				December 31, 2024
Net working capital		$	(2,839,741	)		$	(1,925,488	)
Accumulated deficit		$	(20,274,803	)		$	(18,921,169	)

At March 31, 2025, the net working capital was negative $2,839,741 and the accumulated deficit of $20,274,803. Comparatively, on December 31, 2024, we had net working capital of negative $1,925,488 and the accumulated deficit of $18,921,169. We believe that we must raise not less than $3,700,000 to be able to continue our business operations for the next 15 months.

Cash Proceeds from Financing Activities

		March 31, 2025				March 31, 2024
Cash proceeds from financing activities
Short-term loans		$	-			$	38,000
Short-term loans, affiliates			166,532				-
Proceeds from convertible note transactions			-				61,500
Net cash provided by financing activities		$	166,532			$	99,500

During the three months ending March 31, 2025, the Company had not raised any funds, but borrowed $166,532 from its affiliates. During the three months ending March 31, 2024, the Company had raised $61,500 in form of a convertible note and converted $38,000 from accounts payables to short-term debt. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of June 2025.

Planned Financing Activities

The Company intends to issue a Private Placement Offering under Regulation D in the order of $4 million in the spring of 2025.

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.

Contractual Obligations

		March 31, 2025				December 31, 2024
Interest on notes payable		$	174,799			$	143,642
Convertible notes payable			805,000				805,000
Total		$	979,799			$	948,642

As at March 31, 2025, our contractual obligations include one convertible note with a principal of $805,000, the accrued interest for these notes mounting to $174,799. As at December 31, 2024, there were four convertible notes with a principal of $805,000, the accrued interest for these notes mounting to $143,642.

The Company's Executive Officers have entered employment contracts and confidentiality, non-disclosure and assignment of invention agreements.

On October 28, 2022, the Bioxytran Board of Directors unanimously approved the modification of/amendment of paragraph 8 to the Officers' Employment Agreements, referring to termination without cause in case of change of control.

The most substantial changes encompass;

	●	Compensation of three times the annual salary upon the Termination Date, plus 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 your employment termination for 12 months.
	●	Provide outplacement services through one or more outside firms of their choosing up to an aggregate of $50,000.

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 AND ESTIMATES

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.

We believe that the assumptions and estimates associated with fair value and stock based compensation to have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. For further information on all of our significant accounting policies, see Note 2, "Summary of Significant Accounting Policies," to our consolidated financial statements included herein.

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.

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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 3 is not applicable because we are a smaller reporting company, as defined by § 229.10(f)(1).

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) reviewed the effectiveness of our disclosure controls and procedures as at the end of the period covered by this report and concluded that as at March 31, 2025, (i) the Company's disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the "Commission"), and (ii) the Company's controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

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

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

Because of the above material weakness, management has concluded that we did not maintain effective internal control over financial reporting as of March 31, 2025, based on the criteria established in "Internal Control-Integrated Framework" issued by the COSO revised in May 2013.

No Attestation Report by Independent Registered Accountant

The effectiveness of our internal control over financial reporting as of March 31, 2025, has not been audited by our independent registered public accounting firm by virtue of our exemption from such requirement as a smaller reporting company.

Changes in Internal Controls Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended March 31, 2025, 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

Smaller reporting companies are not required to provide the information required by this item.

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

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

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

Item 3. Defaults Upon Senior Securities

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 March 31, 2025, 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: May 15, 2025	By:	/s/ David Platt
		David Platt
		Chief Executive Officer
		/s/ Ola Soderquist
		Ola Soderquist
		Chief Financial Officer