BIOXYTRAN, INC
For the period ended Mar 31, 2025. Filed May 15, 2025.
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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, 2025 · Filed May 15, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-10-29.
0001493152-24-042763
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001641172-25-010822
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 50 previous paragraphs and 60 current paragraphs.
14 unchanged; 14 reworded; 32 added; 22 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 12 previous and 13 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 (32)
Current report
Provided that the Company obtain adequate funding, the following future milestones are anticipated:
Current report
RESULTS OF OPERATIONS
Current report
Research and Development
Current report
General and Administrative
Current report
The significant decrease in Payroll and related expenses for the three months ended March 31, 2025, were due to the Company’s Officers forfeiting $578,959 in accrued payroll.
Current report
The Costs for legal, accounting and other professional services ended up at $59,670 (whereof $5,000 was affiliate related) for the three months ended March 31, 2025, and $2,114 for the three months ended March 31, 2024.
Current report
Sales and marketing expense for the three months ended March 31, 2025, were $15,000, as compared to $22,000 for the three months ended March 31, 2024. The decrease costs are due to reduced stock promotional activities in 2025.
Current report
Stock-based compensation mounted to $26,998 for the three months ended March 31, 2025, (whereof $16,251 to affiliates). The stock-based compensation for the three months ended March 31, 2024, was $300,245, (whereof $131,835 for affiliates).
Current report
Other (income) expenses
Current report
During the three months ended March 31, 2025, the Company recorded an $804,752 change in derivative fair value due to an increased market price of the Company’s Common shares, while theinterest expensewas $31,890 (whereof $733 to affiliates), $1,851 was amortized from the Company’s IP. During the three months ended March 31, 2024, the Company recorded aninterest expense of $27,831 (whereof $1,457 to affiliates), $2,031 was amortized from the Company’s IP and a gain on issuance of $235,245 was accounted for due to incorrect valuation of issued shares.
Current report
For the three months ended March 31, 2024, there was a non-controlling interest attribution of $13,324, 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
Net Loss
Current report
CASH-FLOWS
Current report
Cash flows from financing activities were $166,532 and $99,500 for the three months ended March 31, 2025, and 2024, respectively.
Current report
Current Assets
Current report
Current Liabilities
Current report
At March 31, 2025, we had total liabilities of $2,844,089, which consisted of $563,475 in accounts payable and accrued expenses (of which $7,683 was payable to related parties), $28,600 in un-issued shares (of which $16,680 was payable to related parties), and $805,000 in one convertible loan coupled with a derivative liability of $991,404 and $407,610 in a loan from affiliates and $48,000 in other short-term loans. 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 and $48,000 in other short-term loans.
Current report
Net Working Capital and Accumulated Deficit
Current report
Cash Proceeds from Financing Activities
Current report
During the three months ending March 31, 2025, the Company had not raised any funds, but borrowed $166,532 from its affiliates. During the three months ending March 31, 2024, the Company had raised $61,500 in form of a convertible note and converted $38,000 from accounts payables to short-term debt. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of June 2025.
Current report
Planned Financing Activities
Current report
The Company intends to issue a Private Placement Offering under Regulation D in the order of $4 million in the spring of 2025.
Current report
Contractual Obligations
Current report
As at March 31, 2025, our contractual obligations include one convertible note with a principal of $805,000, the accrued interest for these notes mounting to $174,799. As at December 31, 2024, there were four convertible notes with a principal of $805,000, the accrued interest for these notes mounting to $143,642.
Current report
The Company’s Executive Officers have entered employment contracts and confidentiality, non-disclosure and assignment of invention agreements.
Current report
On October 28, 2022, the Bioxytran Board of Directors unanimously approved the modification of/amendment of paragraph 8 to the Officers’ Employment Agreements, referring to termination without cause in case of change of control.
Current report
The most substantial changes encompass;
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.
Removed paragraphs (22)
Previous report
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 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 in treatment.
Previous report
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 report
On August 19, 2024, a Company affiliate exercised an option dated November 11, 2021 and exchanged 14,410,000 shares (49%) in Pharmalectin for 8,973,405 shares of Preferred Stock in Bioxytran. This exchange resulted in the Company owning 100% of the issued and outstanding shares of Common stock of Pharmalectin.
Previous report
RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024, AND 2023
Previous report
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 report
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 report
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 report
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 report
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 report
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 report
The loss on issuance in September 2023 was due to a valuation difference of $91,686 leading to a restatement of Additional Paid In Capital (“APIC”) corrected in September 2024.
Previous report
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 report
At September 30, 2024, there was $141,348 in capitalized patent costs and the accumulated amortization was $17,012. Amortization is made on a straight-line basis based on the remaining useful life. At December 31, 2023, there was $123,480 in capitalized patent costs and the accumulated amortization was $11,928.
Previous report
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 report
The non-controlling interest was eliminated directly against accumulated deficit.
Previous report
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 report
Upcoming Financing Activities
Previous report
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.
Previous report
CRITICAL ACCOUNTING POLICIES
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, 2022, 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 AASU 2020-06 did not have an impact on the Company’s financial statements.
Reworded paragraphs (14)
Previous 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.
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
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.
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. 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.
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, remaining debt mounts to $1,041,601 (whereof $415,293 is owed to affiliates). As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit of $20,274,803 as at March 31, 2025. The accumulated deficit as at December 31, 2024, was $18,921,169.
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 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.
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.
Previous wording
We are a clinical stage company. Historically, Bioxytran was engaged in formation, fund raising and identifying and consulting with the scientific community regarding the development, formulation and testing of its products. As of the fourth quarter of 2021, the Company has engaged in research and development activities through its Subsidiary, Pharmalectin, Inc., developing the Company’s anti-viral therapeutic ProLectin. In the second quarter, the Company also started the development of our hypoxia platform technology AOC.
Current wording
We are a clinical stage company. Historically, Bioxytran was engaged in formation, fund raising and identifying and consulting with the scientific community regarding the development, formulation and testing of its products. We are actively engaged in research and development activities through our Subsidiary, Pharmalectin, Inc., developing the ProLectin-Rx.
Previous 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.
Current wording
During the three months ended March 31, 2025, the Company recorded $349,500 in R&D expenses. During the three months ended March 31, 2024, the Company recorded $27,000.
Previous 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.
Current wording
Miscellaneous G&A expenses during the three months ended March 31, 2025, and 2024, was $62,689 and $50,748, respectively.
Previous 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.
Current wording
The Company generated a net loss for the three months ended March 31, 2025, of $1,353,635. In comparison, for the three months ended March 31, 2024, the Company generated a net loss of $560,522. The significant difference is due to the Company’s valuation of it’s derivative debt.
Previous 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.
Current wording
Net cash used in operating activities was $(167,323) and $(109,567) for the three months ended March 31, 2025, and 2024, respectively.
Previous 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.
Current wording
Net cash used in investing activities: In the three months ended March 31, 2025, the Company is in the process of filing a patent, and $15 was spent in legal fees. In the three months ended March 31, 2024, the amount was $5,995.
Previous wording
The available cash was $34,672 and $80,273 in the end of the nine months ended September 30, 2024, and 2023, respectively.
Current wording
Theavailable cash was $4,348 and $10,024 in the end of the three months ended March 31, 2025, and 2024, respectively.
Previous 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.
Current wording
As of March 31, 2025, our current assets consisted of $4,348 in cash. At December 31, 2024 we had $5,154 in cash.
Previous 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.
Current wording
At March 31, 2025, the net working capital was negative $2,839,741 and the accumulated deficit of $20,274,803. 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.