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 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.

Current wording

We do not currently have sufficient capital resources to fund operations into the future. 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 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. 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.

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 they have suffered 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 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.

Current wording

On December 2, 2022, India’s Central Drugs Standard Control Organisation (CDSCO) issued an Investigational New Drug (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 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.

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 28-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 $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.

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 $18,298,861 as at September 30, 2024. The accumulated deficit as at December 31, 2023, was $15,589,288.

Previous wording

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.

Current wording

Management plans to seek additional capital through private placements and public offerings of its equity and/or debt securities. 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.

Previous wording

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024, AND 2023

Current wording

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024, AND 2023

Previous 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.

Current wording

During the three months ended September 30, 2024, the Company recorded $51,000 in R&D expenses. During the three months ended September 30, 2023, the Company recorded $316,129 in R&D expenses. During the nine months ended September 30, 2024, the Company recorded $78,000 in R&D expenses. During the nine months ended September 30, 2023, the Company recorded $604,771 in R&D expenses.

Previous 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.

Current wording

Payroll and related expenses were $161,967 for the three months ended September 30, 2024, and $702,120 for the nine months ended September 30, 2024. For the same periods in 2023, the amount was $375,588 and $1,128,259, 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 Costs for legal, accounting and other professional services for the three and six months ended June 30, 2024, were $61,609 and $68,348 respectively, as compared to $77,058 and $120,171 for the three and six months ended June 30, 2023. A total amount of $81,110 in investment services was expensed in the 2nd quarter of 2023.

Current wording

The Costs for legal, accounting and other professional services for the three and nine months ended September 30, 2024, were $21,901 and $90,248 respectively, as compared to $17,455 and $137,626 for the three and nine months ended September 30, 2023. A total amount of $81,110 in investment services was expensed in the second quarter of 2023.

Previous wording

Promotional expenses for the three and six months ended June 30, 2024, were $286,125 and $308,125 respectively, as compared to $363,698 and $528,949 for the three and six months ended June 30, 2023. A 2-year promotional contract in 2023, was fully expensed as no claw-back was defined.

Current wording

Promotional expenses for the three and nine months ended September 30, 2024, were $28,000 and $336,125 respectively, as compared to $66,500 and $595,449 for the three and nine months ended September 30, 2023. A 2-year promotional contract in 2023, was fully expensed as no claw-back was defined.

Previous wording

Miscellaneous G&A expenses during the three and six months ended June 30, 2024, was $32,866 and $83,614, respectively. During the three and six months ended June 30, 2023, was $68,647 and $98,779. The decrease is based on a maintenance contract in the 2nd quarter of 2023.

Current wording

Miscellaneous G&A expenses during the three and nine months ended September 30, 2024, was $44,465 and $128,079, respectively. During the three and nine months ended September 30, 2023, was $71,235 and $170,015. The decrease is based on a maintenance contract expensed in the 2nd quarter of 2023.

Previous wording

Stock-based compensation amounted to $65,691 for the three months ended June 2024. The stock-based compensation for the three months ended June 30, 2023, was $5,110. Stock-based compensation amounted to $365,936 for the six months ended June 2024. Stock-based compensation amounted to $18,710 for the six months ended June 2023. A $260,000 stock bonus was distributed to 20 consultants in March of 2024.

Current wording

Stock-based compensation amounted to $38,871 (of which $30,455 was payable to affiliates) for the three months ended September 30, 2024. The stock-based compensation for the three months ended September 30, 2023, was $138,558 (of which $57,240 was payable to affiliates). Stock-based compensation amounted to $404,8070 (of which $217,290 was payable to affiliates) for the nine months ended September 30, 2024. Stock-based compensation amounted to $157,268 (of which $74,740 was payable to affiliates) for the nine months ended September 30, 2023.

Previous wording

During the three months ended June 30, 2024, the interest expense was $20,789, $1,536 was amortized from the Company’s IP and $30,000 was amortized in debt discount. During the three months ended June 30, 2023, the Company recorded $348,637 in amortization warrants and the interest expense was $39,477, $2,188 was amortized from the Company’s IP.

Current wording

During the three months ended September 30, 2024, the interest expense was $19,654 (of which $1,809 was payable to affiliates), $1,516 was amortized from the Company’s IP and $25,000 was amortized in debt discount. During the three months ended September 30, 2023, the Company’s interest expense was $48,701 and $1,803 was amortized from the Company’s IP.

Previous wording

During the six months ended June 30, 2024, the interest expense was $48,620, the Company amortized $3,567 from the Company’s IP and $30,000 in amortization of debt discount, as compared to, $2,702 from the Company’s IP and $348,637 of warrant amortization of for the six months ended June 30, 2023. The interest for the six months ended June 30, 2024, for the convertible notes amounted to $48,620, as compared to $106,698 for the six months ended June 30, 2023. On May 1, 2024, the Company paid a debt discount of $105,000 for a 7-month extension of the convertible note and is amortized over the remaining duration.

Current wording

During the nine months ended September 30, 2024, the Company amortized $5,083 from the Company’s IP and $55,000 in amortization of debt discount, as compared to, $4,505 from the Company’s IP and $348,637 of warrant amortization of for the nine months ended September 30, 2023. The interest expense for the nine months ended September 30, 2024, was $68,274 (of which $4,324 was payable to affiliates), as compared to $155,399 for the nine months ended September 30, 2023. On July 25, 2024, the Company agreed to pay a debt discount of $105,000 for an extension of the note, with a new maturity date of December 1, 2024. The debt discount is amortized over the remaining duration.

Previous 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.

Current wording

The Company generated a net loss for the three months ended September 30, 2024, of $392,374. In comparison, for the three months ended September 30, 2023, the Company generated a net loss of $1,092,878. The Company generated a net loss for the nine months ended September 30, 2024, of $1,854,413. In comparison, for the nine months ended September 30, 2023, the Company generated a net loss of $3,325,178. 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 $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.

Current wording

Net cash used in operating activities was $98,047 and $682,749 for the nine months ended September 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 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.

Current wording

In the nine months ended September 30, 2024, the Company is in the process of filing a patent, and $17,867 was spent in legal fees. In the nine months ended September 30, 2023, the amount was $37,740.

Previous 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.

Current wording

During the nine months ending September 30, 2024, the Company had raised $124,500 through issuance of Common shares. In the same period ended September 30, 2023, the Company had raised $505,361.

Previous wording

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

Current wording

The available cash was $34,672 and $80,273 in the end of the nine months ended September 30, 2024, and 2023, respectively.

Previous 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.

Current wording

As of September 30, 2024, our current assets consisted of $34,672 of cash at December 31, 2023, we had $26,086 of cash.

Previous 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.

Current wording

At September 30, 2024, we had total liabilities of $1,243,579, which consisted of $132,510 in accounts payable and accrued operative expenses (of which $32,150 was payable to affiliates), $126,286 in accrued interest (of which $2,934 was payable to affiliates), $50,194 in un-issued shares (of which $40,000 was payable to affiliates), $178,588 in short term loans (of which $140,588 was payable to affiliates) and $755,000 in a convertible loan. At December 31, 2023, total liabilities were $3,249,500, consisting of $74,553 in accounts payable and accrued operative expenses (of which $2,000 was payable to affiliates), $223,759 in accrued interest, $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 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.

Current wording

At September 30, 2024, the net working capital was negative ($1,208,907) and the accumulated deficit of $18,298,861. Comparatively, on December 31, 2023, we had net working capital of negative ($3,223,414) and an accumulated deficit of $15,589,288. 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

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.

Current wording

As per the exchange terms in the Joint Venture Agreement dated November 15, 2020, an affiliate, of which the beneficial ownership includes the Company’s officers, had 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. On August 19, 2024, the affiliate exercised the option and exchanged 14,410,000 shares (49%) in the subsidiary against 8,973,405 shares of Preferred Stock in Bioxytran.

Previous wording

Despite the ongoing promotional activities, the Company still struggle with a deflated stock price on OTC Markets which makes it very difficult to raise funds without heavily discounting the price and diluting the shareholders. The Company is actively working on finding financing alternatives in order to continue its regulatory approval activities.

Current wording

The Company still struggles with a deflated stock price on OTC Markets which makes it very difficult to raise funds without heavily discounting the price and diluting the shareholders. The Company is actively working on finding financing alternatives in order to continue its regulatory approval activities.