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BIOXYTRAN, INC

For the period ended Jun 30, 2026. Filed Aug 14, 2026.

View on SEC.gov

About this filing

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.

Jun 30, 2026 · Filed Aug 14, 2026

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous 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 Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-14.

0001493152-26-038327

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 67 previous paragraphs and 40 current paragraphs.

34 unchanged; 3 reworded; 3 added; 30 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 11 previous and 22 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 (3)

Current report

Provided that the Company obtain adequate funding, the following future milestones are anticipated:

Current report

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026, AND 2025
Removed paragraphs (30)

Previous 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.

Previous 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.

Previous 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”.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous 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.

Previous report

Miscellaneous G&A expenses during the three months ended March 31, 2026, and 2025, was $67,404 and $62,690, respectively.

Previous 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.

Previous 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).

Previous 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.

Previous 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.

Previous 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.

Previous report

Net cash used in operating activities was $(238,610) and $(167,323) for the three months ended March 31, 2026, and 2025, respectively.

Previous 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.

Previous report

Cash flows from financing activities were $200,970 and $166,532 for the three months ended March 31, 2026, and 2025, respectively.

Previous report

Theavailable cash was $463,047 and $4,348 in the end of the three months ended March 31, 2026, and 2025, respectively.

Previous 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.

Previous report

At March 31, 2026, we had total liabilities of $5,010,121 compared with $3,249,894 at December 31, 2025.

Previous 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).

Previous 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.

Previous report

There was a $50,000 loan at 3/31/2026 and at the same amount at December 31, 2025.

Previous 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.

Previous report

The convertible note amounted to $805,000 at March 31, 2026, unchanged from December 31, 2025.

Previous report

The derivative liability was $476,489 and $403,353 at March 31, 2026, and December 31, 2025, respectively.

Previous 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.

Previous 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.

Previous 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.
Reworded paragraphs (3)

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 $23,113,235 as at March 31, 2026. The accumulated deficit as at December 31, 2025, was $21,044,246.

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 with an accrued interest of $349,811 and a linked derivative debt of $369,730. The remaining debt mounts to $3,750,156 (whereof $1,367,713 is owed to affiliates with an accrued interest of $75,761). As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit of $23,733,164 as at June 30, 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 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 any regulatory submission to the FDA.

Previous 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.

Current 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.