BIOXYTRAN, INC
For the period ended Mar 31, 2026. Filed May 15, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 15, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-023399
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001493152-26-023538
Item 2. 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 34 previous paragraphs and 67 current paragraphs.
22 unchanged; 5 reworded; 40 added; 7 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 24 previous and 11 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 (40)
Current report
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 provide clarity as the Company advances with its Phase 3 application. The Phase 3 trial is projected to start in the third quarter of 2026, provided we obtain adequate funding.
Current report
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.
Current report
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 report
On April 19, 2023, the Company announced that its Acellular 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 report
RESULTS OF OPERATIONS
Current report
During the three months ended March 31, 2026, the Company recorded $225,479 in R&D expenses. During the three months ended March 31, 2025, the Company recorded $349,500.
Current report
The significant increase in Payroll and related expenses for the three months ended March 31, 2026, were due to the Company’s Officers forfeiting $578,959 of accrued payroll in the same period in 2025.
Current report
The Costs for legal, accounting and other professional services ended up at $51,588 ($5,000 was affiliate related) for the three months ended March 31, 2026, and $59,670 ($5,000 to affiliates) for the three months ended March 31, 2025.
Current report
Sales and marketing expense for the three months ended March 31, 2026, were $36,000, as compared to $15,000 for the three months ended March 31, 2025.
Current report
Miscellaneous G&A expenses during the three months ended March 31, 2026, and 2025, was $67,404 and $62,690, respectively.
Current report
Stock-based compensation amounted to $1,290,015 for the three months ended March 31, 2026, ($1,278,600 to affiliates). The stock-based compensation for the three months ended March 31, 2025, was $26,998, ($16,251 for affiliates). In January 2026, there was a performance grant of $1,278,600 to the CEO for his successful raise of capital and the establishment of a distribution agreement.
Current report
For the period ended at March 31, 2026 the interest amounted to $60,692 ($24,963 to affiliates) while for the same period in 2025 they amounted to $31,890 ($733 to affiliates).
Current report
The Amortization of intellectual property was $2,108 for the period ended March 31, 2026, while for the same period in 2025 they amounted to $1,851.
Current report
The change of fair value of the derivative counted for $73,136 in the period ended on March 31, 2026 and for $804,752 for the period ended March 31, 2025.
Current report
The Company generated a net loss for the three months ended March 31, 2026, of $2,068,989. In comparison, for the three months ended March 31, 2025, the Company generated a net loss of $1,353,635. The significant difference is due to a $1,278,600 bonus award to the Company’s CEO.
Current report
Net cash used in operating activities was $(238,610) and $(167,323) for the three months ended March 31, 2026, and 2025, respectively.
Current report
Net cash used in investing activities: In the three months ended March 31, 2026, the Company is in the process of filing a patent, and $9,227 was spent in legal fees. In the three months ended March 31, 2025, the amount was $15.
Current report
Cash flows from financing activities were $200,970 and $166,532 for the three months ended March 31, 2026, and 2025, respectively.
Current report
Theavailable cash was $463,047 and $4,348 in the end of the three months ended March 31, 2026, and 2025, respectively.
Current report
As of March 31, 2026, our current assets consisted of $463,047 in cash. At December 31, 2025, our current assets consisted of $513,465, including $509,914 in cash and $3,551 in pre-payments.
Current report
At March 31, 2026, we had total liabilities of $5,010,121 compared with $3,249,894 at December 31, 2025.
Current report
Accounts payables and accrued expenses amounted to $1,934,741 ($869,237 to affiliates) while at December 31, 2025 the accounts payables amounted to $1,497,595 ($647,959 to affiliates).
Current report
At March 31, 2026 the un-issued shares liability was $1,388,293 ($1,360,606 to affiliates) compared with $98,278 ($82,006 to affiliates) on December 31, 2025.
Current report
There was a $50,000 loan at 3/31/2026 and at the same amount at December 31, 2025.
Current report
There are $355,598 in loans from affiliates at March 31, 2026. At December 31, 2025 there was $395,668 in loans from affiliates.
Current report
The convertible note amounted to $805,000 at March 31, 2026, unchanged from December 31, 2025.
Current report
The derivative liability was $476,489 and $403,353 at March 31, 2026, and December 31, 2025, respectively.
Current report
At March 31, 2026, the net working capital was negative $4,547,075 and the accumulated deficit of $23,113,235. Comparatively, on December 31, 2025, we had net working capital of negative $2,736,429 and the accumulated deficit of $21,044,246. 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 report
During the three months ending March 31, 2026, the Company raised net cash proceeds of $241,040 (after payment of $20,960 in commission), and paid back $40,070 of a loan from affiliates. During the three months ending March 31, 2025, the Company had raised $166,532 in form loans from affiliates. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of September 2026.
Current report
Planned Financing Activities
Current report
As at March 31, 2026, our contractual obligations include a convertible note with a principal of $805,000, the accrued interest for this note is $313,685. As at December 31, 2025, there was a convertible note with a principal of $805,000, the accrued interest for the note was $277,956.
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
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.
Current report
Recent Accounting Pronouncements
Current report
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.
Removed paragraphs (7)
Previous report
Provided that the Company obtains adequate funding, the following future milestones are anticipated:
Previous report
RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024
Previous report
OPERATING EXPENSES
Previous report
Upcoming Financing Activities
Previous report
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. On November 14, 2025, the Company closed a Private Placement Offering under Regulation D of $430,000 for 8,600,000 units at a price of $0.05 per unit. Each unit consisted of one (1) share of Common Stock and one (1) warrant share exercisable at $0.12 per share. The shares were offered through a broker (Member FINRA / SIPC) against a fee, of (i) 8.0% of the gross proceeds in cash, and (ii) 8.0% of units sold in shares of Common Stock.
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 (5)
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 1,000 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. 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.
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. As at September 30, 2025, the Company has one convertible loan outstanding at a total face value of $805,000 with an accrued interest of $241,433 and a estimated derivative debt of $419,206. The remaining debt mounts to $1,595,517 (whereof $541,405 is owed to affiliates with an accrued interest of $33,707). As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit of $20,522,092 as at September 30, 2025. The accumulated deficit as at December 31, 2024, was $18,921,169.
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 $23,113,235 as at March 31, 2026. The accumulated deficit as at December 31, 2025, was $21,044,246.
Previous wording
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.
Current wording
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.
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/or public offerings of its Common Stock 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
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.