BIOXYTRAN, INC
For the period ended Dec 31, 2024. Filed Apr 3, 2025.
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.
FY2024 · Filed Apr 3, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-03-22.
0001493152-24-011014
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent 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 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 62 current paragraphs.
31 unchanged; 20 reworded; 11 added; 11 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 14 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 (11)
Current 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.
Current report
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 report
Other income
Current report
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 report
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Current 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.
Current report
Fair Value
Current report
Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
Current report
The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value.
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 (11)
Previous report
The Costs for legal, accounting and other professional services for the twelve months ended December 31, 2023, increased due to a periodization of audit and tax preparation fees in 2022.
Previous report
The Costs for legal, accounting and other professional services related party for two License Agreements with two affiliated companies. In 2022, Bioxytran reimbursed the affiliates for incurred legal and administrative costs in establishing the licenses, and their maintenance.
Previous report
Stock-based compensation mounted to $197,552 for the twelve months ended December 31, 2023. The stock-based compensation for the twelve months ended December 31, 2022, was $178,382. The net difference between the two years is insignificant.
Previous report
Other expenses
Previous report
For the twelve months ended December 31, 2023 and 2022, there was a non-controlling interest attribution of $90,258 and $193,732 respectively. The significant difference is due to a significant reduction in the R&D activities awaiting upcoming clinical trials.
Previous report
As at December 31, 2023, there are 29,410,000 issued and outstanding shares; 15,000,000 Common shares (51%) are held by Bioxytran and 14,410,000 Common shares (49%) are held by an affiliate which beneficial ownership includes Mike Sheikh, Ola Soderquist and David Platt.
Previous report
Further, an additional 1,358,466 options exercisable at $0.33 are held by a third party. The option agreement includes provisions for dilutive issuance, cash-less exercise and a conditional conversion right to shares of Common Stock in Bioxytran at a fixed conversion rate of 1.18864 shares per option share if Bioxytran’s ownership gets below 51%. If exercised at December 31, 2023, the provisions would have resulted in an issuance of 6,021,967 shares of Common Stock in Bioxytran at an average conversion price of $0.08849, or 4,541,801 shares in a cash-less exercise.
Previous report
CRITICAL ACCOUNTING POLICIES
Previous report
Stock Based Compensation
Previous report
Recent Accounting Standards
Previous report
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2021 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.
Reworded paragraphs (20)
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. 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.
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 trial is planned to restart start on, or around, May 1, 2025.
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 first quarter of 2024, 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 second quarter of 2025, 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 convertible loans outstanding at a total face value of one million nine hundred thousand Dollars ($1,900,000). As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit of thirteen million four hundred thirteen thousand nine hundred one dollars ($13,413,901) as at June 30, 2023. The accumulated deficit as at December 31, 2022, was eleven million two hundred seventeen thousand six hundred Dollars ($11,217,600).
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 $18,921,168 as at December 31, 2024. The accumulated deficit as at December 31, 2023, was $15,699,327.
Previous wording
During the twelve months ended December 31, 2023, the Company recorded $1,149,209 in R&D expenses. During the twelve months ended December 31, 2022, the Company recorded $977,768.
Current 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.
Previous wording
The significant increase in Payroll and related expenses for the twelve months ended December 31, 2023, were due to the Company’s Officers forfeiting of accrued salaries and benefits for a total value of $1,273,000 during 2022.
Current 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.
Previous wording
Sales and marketing expense for the twelve months ended December 31, 2023, were $595,449, as compared to $339,251for the twelve months ended December 31, 2022. The increase costs are due to increased stock promotional activities in 2023.
Current 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.
Previous wording
Miscellaneous G&A expenses during the twelve months ended December 31, 2023, was $202,996 and $172,962, respectively. The increase is due software expenses incurred in 2023.
Current 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.
Previous wording
During the twelve months ended December 31, 2023, the Company recorded no amortization of debt discount while the interest expense was $193,191, $8,285 was amortized from the Company’s IP at net of $348,637 in amortization of warrants. During the twelve months ended December 31, 2022, the Company recorded $128,859 in amortization of debt discount and the interest expense was $207,117, $3,644 was amortized from the Company’s IP at net of $183,572 in amortization of warrants. The net difference between the two years is insignificant.
Current 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.
Previous wording
The Company generated a net loss for the twelve months ended December 31, 2023, of $4,280,002. In comparison, for the twelve months ended December 31, 2022, the Company generated a net loss of $2,463,932. The significant difference is due to the Company’s Officers forfeiting of accrued salaries and benefits for a total value of $1,273,000 during 2022.
Current 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.
Previous wording
Net cash used in operating activities was $775,375 and $1,805,670 for the twelve months ended December 31, 2023, and 2022, 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 $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.
Previous wording
In the twelve months ended December 31, 2023, the Company is in the process of filing a patent, and $44,301 was spent in legal fees. In the twelve months ended December 31, 2022 the amount was $32,247.
Current 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.
Previous wording
Cash flows from financing activities were $550,361 and $2,060,960 for the twelve months ended December 31, 2023, and 2022, respectively.
Current wording
Cash flows from financing activities were $63,000 and $550,361 for the twelve months ended December 31, 2024, and 2023, respectively.
Previous wording
The available cash was $26,086 and $295,401 in the end of the twelve months ended December 31, 2023, and 2022, respectively.
Current wording
The available cash was $5,154 and $26,086 in the end of the twelve months ended December 31, 2024, and 2023, respectively.
Previous wording
As of December 31, 2023, our current assets consisted of $26,086 in cash at December 31, 2022 we had $295,401in cash.
Current 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.
Previous wording
At December 31, 2023, we had total liabilities of $3,249,500, which consisted of $298,312 in accounts payable and accrued expenses (of which $2,000 was payable to related parties), $1,026,188 in un-issued shares (of which $515,904 was payable to related parties), and $1,900,000 in two convertible loans and 25,000 in a loan from related party. At December 31, 2022 total liabilities were $3,663,482, which consisted of $1,459,121 in accounts payable and accrued expenses (of which $709,727 was payable to related parties), $39,360 in un-issued shares (of which $38,400 was payable to related parties), and $2,165,000 in four convertible loans. The shift is due to a conversion of 985,904 in accounts payable (of which $485,904 was payable to related parties in form of accrued salaries) to un-issued shares to be issued in January 2024.
Current 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.
Previous wording
At December 31, 2023, the net working capital was negative $3,223,414 and the accumulated deficit of $15,497,602. Comparatively, on December 31, 2022, we had net working capital of negative $3,368,080 and the accumulated deficit of $11,217,600. 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, 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.
Previous wording
During the twelve months ending December 31, 2023, the Company had raised $550,361 in net cash for private placements. During the twelve months ending December 31, 2022, the Company had raised $1,467,000 through an 8-month convertible notes at 6% interest, with net cash proceeds of $1,380,460, as well as 680,000 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 May 2023.
Current 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.
Previous wording
The Company intends to issue a Private Placement Offering under Regulation D in the order of $6 million in the spring of 2024.
Current wording
The Company intends to issue a Private Placement Offering under Regulation D in the order of $4 million in the spring of 2025.
Previous wording
As at December 31, 2023, our contractual obligations include four convertible notes, for a total of $2,123,759 and of accrued interest for these notes mounting to $223,759, as at December 31, 2022 there were four convertible notes, for a total of $2,165,000 and of accrued interest for these notes mounting to $134,581.
Current 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.