Annual Report for Fiscal Year Ending December 31, 2024 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations

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.

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 trial is planned to restart start on, or around, May 1, 2025.

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, provided we obtain adequate funding.

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".

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

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited resources and operating history. The Company currently has one convertible loan outstanding at a total face value of $805,000. As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit of $18,921,168 as at December 31, 2024. The accumulated deficit as at December 31, 2023, was $15,699,327.

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

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

RESULTS OF OPERATIONS

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

		December 31, 2024				December 31, 2023
Research and development:
Process development		$	1,475			$	275,439
Product development			82,185				519,938
Regulatory			1,679				139,082
Clinical trials			-				206,750
Project management			27,000				8,000
Total research and development		$	112,337			$	1,149,209

During the twelve months ended December 31, 2024, the Company recorded $112,337 in R&D expenses. During the twelve months ended December 31, 2023, the Company recorded $1,149,209. The decrease in R&D activities is due to lack of funding.

General and Administrative

		December 31, 2024				December 31, 2023
General and administrative expenses:
Payroll and related expenses		$	867,098			$	1,514,683
Costs for legal, accounting and other professional services			92,149				150,456
Costs for legal, accounting and other professional services affiliates			10,000				10,000
Marketing expense			336,125				595,448
Miscellaneous expenses			171,334				202,995
Compensation expense to BoD and Management			349,929				89,321
Compensation expense to consultants			284,096				88,100
Total general and administrative		$	2,110,731			$	2,651,003

	The significant decrease in Payroll and related expensesfor the twelve months ended December 31, 2024, were due to the Company's Officers forfeiting 50% of their salaries for the year.
	The Costs for legal, accounting and other professional servicesended up at $102,149 (whereof $10,000 with affiliates) for the twelve months ended December 31, 2024, and $150,456 (whereof $10,000 with affiliates) for the twelve months ended December 31, 2023.
	Sales and marketing expensefor the twelve months ended December 31, 2024, were $336,125, as compared to $595,448 for the twelve months ended December 31, 2023. The decrease costs are due to reduced stock promotional activities in 2024.
	Miscellaneous G&A expensesduring the twelve months ended December 31, 2024, and 2023, was $171,334 and $202,995, respectively. The decrease is due software expenses that incurred in 2023.
	Stock-based compensation mounted to $634,025 for the twelve months ended December 31, 2024, (whereof $349,929 to affiliates). The stock-based compensation for the twelve months ended December 31, 2023, was $177,421, (whereof $89,321 for affiliates). The net difference was due to two bonuses awarded in the year ended on December 31, 2024, the first for the year 2023 of $259,999 (whereof $101,835 to affiliates), and the second for the year of 2024 of $225,000 (whereof $118,420 to affiliates).

Other income

		December 31, 2024				December 31, 2023
Other (income) expenses:
Gain/Loss of issuance			(488,253	)			212,458
Change in FV of Derivative			(133,121	)			-
Interest expense			84,240				193,191
Interest expense affiliate			8,340				-
Debt discount amortization			-				-
Amortization of warrants and debt discount			677,781				348,637
Amortization of IP			7,950				8,285
Total other (income) expenses		$	156,937			$	762,571

During the twelve months ended December 31, 2024, the Company recorded $677,781 in amortization of debt discountwhile the interest expense was $92,580 (whereof $8,340 to affiliates), $7,950 was amortized from the Company's IP, a gain of income mounting to ($488,253) and there was a positive change in the FV of derivative of ($133,121). During the twelve months ended December 31, 2023, the Company recorded an interest expenseof $193,191, $8,285 was amortized from the Company's IP at net of $348,637 in amortization of warrants. The gain on issuance at December, 2024, was due to a valuation difference of $488,253. The loss on issuance at December 31, 2023, was due to a valuation difference of $212,458 leading to a restatement of Additional Paid In Capital ("APIC") corrected in December 2023.

Non-Controlling Interest

		December 31, 2024				December 31, 2023
Net loss attributable to the non-controlling interest		$	13,324			$	90,258

For the twelve months ended December 31, 2023, there was a non-controlling interest attribution of $90,258, 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

		December 31, 2024				December 31, 2023
Net loss attributable to Bioxytran		$	(2,366,681	)		$	(4,472,525	)
Loss per common share, basic and diluted		$	(0.02	)		$	(0.03	)
Weighted average number of common shares outstanding, basic			138,598,691				133,973,352

The Company generated a net loss for the twelve months ended December 31, 2024, of $2,366,681. In comparison, for the twelve months ended December 31, 2023, the Company generated a net loss of $4,472,525. The significant difference is due to the Company's Officers forfeiting of accrued salaries and benefits for an approximate total value of $860,000 during 2024 and that due to lack of funding our R&D activities where very limited.

CASH-FLOWS

		December 31, 2024				December 31, 2023
Net cash used in operating activities		$	(55,737	)		$	(775,375	)
Net cash used in investing activities			(28,195	)			(44,301	)
Net cash provided by financing activities			63,000				550,361
Cash, beginning of period			26,086				295,401
Cash, end of period			5,154				26,086
Net increase (decrease) in cash		$	(20,932	)		$	(269,315	)

	Net cash used in operating activitieswas $55,737 and $775,375 for the twelve months ended December 31, 2024, and 2023, respectively. The decrease was due to a reduction of the research and development activities due to lack of funding.
	Net cash used in investing activities:In the twelve months ended December 31, 2024, the Company is in the process of filing a patent, and $28,195 was spent in legal fees. In the twelve months ended December 31, 2023 the amount was $44,301.
	Cash flows from financing activitieswere $63,000 and $550,361 for the twelve months ended December 31, 2024, and 2023, respectively.
	The available cashwas $5,154 and $26,086 in the end of the twelve months ended December 31, 2024, and 2023, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Current Assets

		December 31, 2024				December 31, 2023
Current assets:
Cash		$	5,154			$	26,086
Total current assets		$	5,154			$	26,086

As of December 31, 2024, our current assets consisted of $5,154 in cash at December 31, 2023 we had $26,086 in cash.

Current Liabilities

		December 31, 2024				December 31, 2023
Current liabilities:
Accounts payable and accrued expenses		$	278,258			$	302,681
Accounts payable affiliates			147,286				2,000
Un-issued shares liability			91,729				507,315
Un-issued shares liability affiliates			132,639				507,242
Loan from affiliates			241,078				25,000
Other short-term loans			48,000				-
Convertible notes payable, net of discount			805,000				1,900,000
Derivative liability			186,652				-
Total current liabilities		$	1,930,642			$	3,244,238

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. At December 31, 2023, we had total liabilities of $3,289,238, which consisted of $304,681 in accounts payable and accrued expenses (of which $2,000 was payable to related parties), $1,014,557 in un-issued shares (of which $507,202 was payable to related parties), and $1,900,000 in two convertible loans and 25,000 in a loan from affiliates.

Net Working Capital and Accumulated Deficit

		December 31, 2024				December 31, 2023
Net working capital		$	(1,925,488	)		$	(3,218,153	)
Accumulated deficit		$	(18,921,168	)		$	(15,699,327	)

At December 31, 2024, the net working capital was negative $1,925,488 and the accumulated deficit of $18,921,168. Comparatively, on December 31, 2023, we had net working capital of negative $3,218,153 and the accumulated deficit of $15,699,327. 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

		December 31, 2024				December 31, 2023
Cash proceeds from financing activities
Proceeds from stock transactions			63,000				550,361
Net cash provided by financing activities		$	63,000			$	550,361

During the twelve months ending December 31, 2024, the Company had raised $63,000 in net cash for private placements. During the twelve months ending December 31, 2023, the Company had raised $550,361 in net cash for private placements. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of April 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

		December 31, 2024				December 31, 2023
Interest on notes payable		$	143,642			$	223,759
Convertible notes payable			805,000				1,900,000
Total		$	948,642			$	2,123,759

As at December 31, 2024, our contractual obligations include one convertible note with a principal of $805,000, the accrued interest for these notes mounting to $143,642, as at December 31, 2023 there were four convertible notes with a principal of $2,123,759, the accrued interest for these notes mounting to $223,759. As per the amendment dated December 27, 2024, the Company have an option to repurchase the note at face value and a conversion of $70,000 in shares of Common Stock.

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.

Recent Accounting Pronouncements

Management does not believe that any recent issued, but not yet effective, accounting standards could have any material effect on the financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.