BIOXYTRAN, INC
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 15, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-04-03.
0001641172-25-002614
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-04-15.
0001493152-26-016798
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 62 previous paragraphs and 59 current paragraphs.
28 unchanged; 21 reworded; 10 added; 13 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 12 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
The Costs for legal, accounting and other professional services for the twelve months ended December 31, 2025 was $204,870 while it was $92,149 for the year ended December 31, 2024. The difference is the additional cost of the change of auditors.
Current report
CRITICAL ACCOUNTING POLICIES
Current report
Warrant Valuation
Current report
The Company accounts for warrants issued in connection with financing transactions in accordance with ASC 815 (Derivatives and Hedging) or ASC 505 (Equity), as applicable. Warrants that are freestanding and meet the criteria for equity classification are recorded at fair value on the issuance date and allocated proceeds based on relative fair value when issued with other securities.
Current report
For warrants classified as equity, fair value is estimated using the Black-Scholes option-pricing model. Key inputs include the fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected volatility, and expected dividend yield. Changes in these assumptions could materially affect the estimated fair value. Warrants classified as liabilities are remeasured at each reporting date, with changes in fair value recognized in earnings.
Current report
The Company accounts for warrants issued in connection with equity offerings in accordance with ASC 505-10-30-6, allocating proceeds between common stock and detachable warrants based on their relative fair values.
Current report
Business Combinations
Current report
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.
Current report
Segment Reporting
Current report
The Company has not yet begun generating revenue from its planned principal operations and operates a single reportable segment. The chief operating decision maker is the Company’s chief executive officer who assesses performance based on total expenses, cash-flows, and progress made in the Company’s ongoing development efforts. All of the Company’s long-lived assets are located in the United States.
Removed paragraphs (13)
Previous report
Research and Development
Previous report
General and Administrative
Previous report
The Costs for legal, accounting and other professional services ended 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.
Previous report
Other income
Previous report
Non-Controlling Interest
Previous report
Net Loss
Previous report
Current Assets
Previous report
Current Liabilities
Previous report
Net Working Capital and Accumulated Deficit
Previous report
Cash Proceeds from Financing Activities
Previous report
The Company intends to issue a Private Placement Offering under Regulation D in the order of $4 million in the spring of 2025.
Previous report
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Previous report
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.
Reworded paragraphs (21)
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 restart start on, or around, May 1, 2025.
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”. On March 2, 2026, the Company reported that the study showed that the highest evaluated dose of ProLectin-M (16,800 mg/day) was associated with statistically significant earlier viral clearance and faster clinical improvement by Day 5 compared with placebo, while demonstrating a favorable safety and tolerability profile. By Day 7, viral clearance was observed across all study arms, consistent with the expected natural resolution of infection in this population, indicating the treatment effect may be related to accelerating viral clearance. No serious adverse events were reported, and no treatment-related discontinuations occurred. The results provides clarity as the Company advances with its Phase 3 application. The The Phase 3 trial is projected to start in the third quarter of 2026, provided we obtain adequate funding.
Previous wording
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.
Current wording
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 third quarter of 2026, provided we obtain adequate funding.
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 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.
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 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 $21,044,246 as at December 31, 2025. The accumulated deficit as at December 31, 2024, was $18,921,169.
Previous wording
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.
Current wording
During the twelve months ended December 31, 2025, the Company recorded $454,000 in R&D expenses. During the twelve months ended December 31, 2024, the Company recorded $112,337.
Previous wording
The significant decrease in Payroll and related expenses for the twelve months ended December 31, 2024, were due to the Company’s Officers forfeiting 50% of their salaries for the year.
Current wording
The decrease in Payroll and related expenses for the twelve months ended December 31, 2025, were due to the Company’s Officers forfeiting 50% of their salaries for the year.
Previous wording
Sales and marketing expense for 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.
Current wording
Sales and marketing expense for the twelve months ended December 31, 2025, were $64,500, as compared to $336,125 for the twelve months ended December 31, 2024. The decrease costs are due to reduced stock promotional activities in 2025.
Previous wording
Miscellaneous G&A expenses during 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.
Current wording
Miscellaneous G&A expenses during the twelve months ended December 31, 2025, and 2024, was $179,594 and $171,334, respectively.
Previous wording
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).
Current wording
Stock-based compensation mounted to $197,377 for the twelve months ended December 31, 2025, (whereof $156,655 to affiliates). The stock-based compensation for the twelve months ended December 31, 2024, was $634,025, (whereof $349,929 for affiliates).
Previous wording
During the twelve months ended December 31, 2024, the Company recorded $677,781 inamortization of debt discount while theinterest expensewas $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 aninterest expense of $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.
Current wording
During the twelve months ended December 31, 2025, the Company recorded $186,190 in interest expense (whereof $51,876 to affiliates), $11,544 was amortized from the Company’s IP. The change in fair value of derivative was 216,701 and there was a loan forgiveness of 133,867. During the twelve months ended December 31, 2024, the Company recorded $677,781 in amortization of debt discount while the interest expense was $92,580 (whereof $8,340 to affiliates), $7,950 was amortized from the Company’s IP. The loss on issuance at December 31, 2024, was due to a valuation difference of $488,253 leading to a restatement of Additional Paid In Capital (“APIC”) corrected in December 2024, while the fair value of derivative decreased by $133,121.
Previous wording
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.
Current wording
100% of the subsidiary’s shares were acquired in 2024, why the attribution of $13,324 is for the period prior to the acquisition.
Previous wording
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.
Current wording
The Company generated a net loss for the twelve months ended December 31, 2025, of $2,123,077. In comparison, for the twelve months ended December 31, 2024, the Company generated a net loss of $2,366,681.
Previous wording
Net cash used in operating activities was $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.
Current wording
Net cash used in operating activities was an outflow of $526,455 and $381,316 for the twelve months ended December 31, 2025, and 2024, respectively.
Previous wording
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.
Current wording
In the twelve months ended December 31, 2025, the Company is in the process of filing a patent, and $23,091 was spent in legal fees. In the twelve months ended December 31, 2024 the amount was $28,194.
Previous wording
Cash flows from financing activities were $63,000 and $550,361 for the twelve months ended December 31, 2024, and 2023, respectively.
Current wording
Cash flows from financing activities were an inflow of $1,054,306 and $388,578 for the twelve months ended December 31, 2025, and 2024, respectively.
Previous wording
The available cash was $5,154 and $26,086 in the end of the twelve months ended December 31, 2024, and 2023, respectively.
Current wording
The available cash was $509,914 and $5,154 in the end of the twelve months ended December 31, 2025, and 2024, respectively.
Previous wording
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 wording
As of December 31, 2025, our current assets consisted of $513,465, whereof 509,914 in cash and $3,551 in pre-payments at December 31, 2024 we had $5,154 in cash.
Previous wording
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.
Current wording
At December 31, 2025, we had total liabilities of $3,249,894, which consisted of $1,497,595 in accounts payable and accrued expenses (of which $647,959 was payable to related parties), $98,278 in un-issued shares (of which $82,006 was payable to related parties), and $805,000 in one convertible loan and $395,668 in a loan from affiliates and $50,000 in other short-term loans, as well as a derivative liability of $403,353. 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 and $241,078 in a loan from affiliates and $48,000 in other short-term loans, as well as a derivative liability of $186,652.
Previous wording
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.
Current wording
At December 31, 2025, the net working capital was negative $2,736,430 and the accumulated deficit of $21,044,246. 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.
Previous wording
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.
Current wording
During the twelve months ending December 31, 2025, the Company had raised $1,054,306 in net cash from a combination of debt and equity. During the twelve months ending December 31, 2024, the Company had raised $388,578 in net cash from a combination of debt and equity. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of July 2026.
Previous wording
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.
Current wording
The Company believes it needs to raise approximately $2-3 million in 2026. However, 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.
Previous wording
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.
Current wording
As at December 31, 2025, our contractual obligations include one convertible note with a principal of $805,000, with accrued interest of $277,956. As at December 31, 2024 there was one convertible note with a principal of $805,000, with accrued interest for the note of $143,642.