BIOXYTRAN INC

Previous wording

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.

Current wording

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

Previous wording

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.

Current wording

Bioxytran, Inc. is headquartered in Needham, Massachusetts. The Company’s initial product pipeline is focused on developing and commercializing therapeutic molecules for stroke. The Acellular Oxygen Carrier (“AOC” or “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, we expect that 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.

Previous wording

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 start on, or around, October 1, 2023.

Current wording

On December 2, 2022, India’s Central Drugs Standard Control Organisation (CDSCO) issued an IND with permission to conduct: “A Phase 1b/2a Randomized, Blinded, placebo-controlled Study in Participants with Mild to Moderate COVID-19 to Evaluate the Safety, Efficacy, and Pharmacokinetics of Orally Administered ProLectin-M”. The study will continue by filing an Emergency IND with the FDA in the fourth quarter of 2024, provided we obtain adequate funding. An IND is currently under preparation to be filed with the FDA in the third quarter of 2024.

Previous wording

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”.

Current wording

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

Previous wording

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.

Current wording

On April 19, 2023, the Company announced that its long-awaited Acellular Oxygen Carrier, 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.

Previous wording

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited resources and operating history. The Company currently has convertible loans outstanding at a total face value of $861,500. As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit of $16,297,931 as at March 31, 2024. The accumulated deficit as at December 31, 2023, was $15,497,602.

Current wording

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited resources and operating history. The Company currently has convertible loans outstanding at a total face value of $805,000. As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit of $16,959,641 as at June 30, 2024. The accumulated deficit as at December 31, 2023, was $15,497,602.

Previous wording

We are a clinical stage company. Historically, Bioxytran was engaged in formation, fund raising and identifying and consulting with the scientific community regarding the development, formulation and testing of its products as of the fourth quarter of 2021 the Company has engaged in research and development activities through its Subsidiary, Pharmalectin, Inc., developing the ProLectin-Rx.

Current wording

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

Previous wording

During the three months ended March 31, 2024, the Company recorded $27,000 in R&D expenses. During the three months ended March 31, 2023, the Company recorded $139,004. The major difference is due to a lack of funding.

Current wording

During the three months ended June 30, 2024, the Company did not record any R&D expenses. During the three months ended June 30, 2023, the Company recorded $149,638 in R&D expenses after a receiving a $300,000 refund from a Contract Research Organization (CRO). During the six months ended June 30, 2024, the Company recorded $27,000 in R&D expenses. During the six months ended June 30, 2023, the Company recorded $288,642 in R&D expenses. During the six months ending in June 2023, $98,265 was invested in, ProLectin, while $190,377 was invested in the AOC.

Previous wording

Payroll and related expenses in the three months ended March 31, 2024 were $377,122 compared to $359,142 in the three months ended March 31, 2024. The management team will reduce their compensation with 67% for the remainder of 2024, or until the Company is listed on a major national stock exchange, whichever comes first.

Current wording

Payroll and related expenses were $163,031 for the three months ended June 30, 2024, and $540,153 for the six months ended June 30, 2024. For the same periods in 2023, the amount was $393,529 and $752,671, respectively. The reduced cost is a result of the management teams 67% compensation cut for the remainder of 2024, or until the Company is listed on a major national stock exchange, whichever comes first.

Previous wording

The Company generated a net loss in the three months ended March 31, 2024 of $800,329. in comparison, in the three months ended March 31, 2023, the Company generated a net loss of $785,083. The difference is due to a significant reduction in the R&D activities, due to lack of capital.

Current wording

The Company generated a net loss for the three months ended June 30, 2024, of $661,647. In comparison, for the three months ended June 30, 2023, the Company generated a net loss of $1,447,218. The Company generated a net loss for the six months ended June 30, 2024, of $1,462,039. In comparison, for the six months ended June 30, 2023, the Company generated a net loss of $2,232,301. The significant difference is directly related to the Company’s R&D activities due to lack of capital in 2023, and to the temporary reduction in salary by the Company’s management.

Previous wording

Net cash used in operating activities was $75,567 and $186,890 in the three months ended March 31, 2024 and 2023, respectively. The decrease was due to a reduction of the research and development activities due to lack of funding.

Current wording

Net cash used in operating activities was $130,018 and $340,173 for the six months ended June 30, 2024, and 2023, respectively. The decrease was due to a reduction of the research and development activities due to lack of funding.

Previous wording

In the Three months ended March 31, 2024 the Company is in the process of filing a patent, and $5,995 was spent in legal fees. in the Three months ended March 31, 2023 the amount was $4,711.

Current wording

In the six months ended June 30, 2024, the Company is in the process of filing a patent, and $7,046 was spent in legal fees. In the six months ended June 30, 2023, the amount was $25,047.

Previous wording

During the Three months ending March 31, 2024, the Company had raised $65,500 through issuance of Common shares and a convertible note. in the period ended March 31,2022 the Company raised $50,000 through issuance of Common shares.

Current wording

During the six months ending June 30, 2024, the Company had raised $124,500 through issuance of common shares. In the same period ended June 30, 2023, the Company had raised $115,000.

Previous wording

The available cash was $10,024 and $153,801 in the end of the Three months ended March 31, 2024 and 2023, respectively.

Current wording

The available cash was $13,522 and $45,181 in the end of the six months ended June 30, 2024, and 2023, respectively.

Previous wording

As of March 31, 2024, our current assets consisted of $10,024 in cash at December 31, 2023 we had $26,086 in cash.

Current wording

As of June 30, 2024, our current assets consisted of $13,522 of cash at December 31, 2023, we had $26,086 of cash.

Previous wording

At December 31, 2023 total liabilities were $3,249,500, consisting of $298,321 in accounts payable and accrued expenses (of which $2,000 was payable to affiliates), $25,000 in a loan from affiliates and $1,026,188 in un-issued shares (of which $515,904 was payable to affiliates), as well as $1,900,000 in the form of two convertible loans net of discount. The difference was made possible by converting loans and accounts payable to equity.

Current wording

At June 30, 2024, we had total liabilities of $1,228,509, which consisted of $324,293 in accounts payable and accrued expenses (of which $107,767 was payable to affiliates), $65,242 in un-issued shares (of which $55,000 was payable to affiliates), $108,974 in short term loans (of which $70,974 was payable to affiliates) and $730,000 in a convertible loan. At December 31, 2023, total liabilities were $3,249,500, consisting of $298,312 in accounts payable and accrued expenses (of which $2,542 was payable to affiliates), $1,026,188 in un-issued shares (of which $515,904 was payable to affiliates), $25,000 in loans from affiliates and $1,900,000 in the form of two convertible loans net of discount. Accounts due of $385,404 was converted into Company stock, and a $500,000 license fee for the MDX viewer were un-issued at 2023 year-end.

Previous wording

At March 31, 2024, the net working capital was negative $1,105,877 and the accumulated deficit of $16,297,931. Comparatively, on December 31, 2023, we had net working capital of negative $3,223,414 and an accumulated deficit of $15,497,602. 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 2024. We believe that the Company must raise not less than $3,700,000 to be able to continue our business operations over the next 15 months.

Current wording

At June 30, 2024, the net working capital was negative $1,214,978 and the accumulated deficit of $16,959,641. Comparatively, on December 31, 2023, we had net working capital of negative $3,223,414 and an accumulated deficit of $15,497,602. We believe that we must raise an additional $3,700,000 to be able to continue our business operations for the next 15 months.

Previous wording

In the three months ended March 31, 2024 and 2023 there was a non-controlling interest attribution of $13,324 and $32,894 respectively. The difference is due to a significant reduction in the R&D activities due to lack of capital.

Current wording

For the three months ended June 30, 2024, and 2023, there was a non-controlling interest attribution of $0 and $764 respectively. For the six months ended June 30, 2024, and 2023, there was a non-controlling interest attribution of $13,324 and $33,658 respectively. The significant difference is directly related to the Company’s R&D activities due to lack of capital.

Previous wording

In the three months ended March 31, 2024 and 2023 net equity non-controlling interest were negative $694,210 versus negative $623,552

Current wording

At June 30, 2024, net equity non-controlling interest were negative $694,210, while at December 31, 2023 it was a negative $680,886.

Previous wording

As at March 31, 2024, and at December 31, 2023, there were 29,410,000 issued and outstanding shares in Pharmalectin; 15,000,000 (51%) shares of Common Stock are held by Bioxytran, and 14,410,000 shares (49%) are held by an affiliate where the beneficial ownership includes Mike Sheikh, Ola Soderquist and David Platt. As per the exchange terms in the Joint Venture Agreement dated November 15, 2020, the affiliate has an option to convert 15,000,000 shares in the Subsidiary into a 17.5%, or a pro-rated quantity thereof, ownership in Company. If the option is exercised, it would result in significant dilution to shareholders which could lead to a significant decrease in our stock price, based on how the market perceive the value of fully control the Subsidiary.

Current wording

As per the exchange terms in the Joint Venture Agreement dated November 15, 2020, the affiliate has the option to convert up to 15,000,000 shares in the Subsidiary into a 17.5%, or a pro-rated quantity thereof, ownership in the Company. If the option is exercised, it would result in notable dilution to shareholders which could lead to a significant decrease in our stock price, based on how the market perceive the value of fully control the Subsidiary.