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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_____________ to _____________

Commission file number: 001-35027

BIOXYTRAN, INC.

(Exact name of registrant as specified in its charter)

Nevada

2834

26-2797630

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

75 2nd Avenue, Ste 605, Needham, MA		02494
(Address of principal executive offices)		(Zip Code)

617-454-1199

(Registrant’s telephone number, including area code)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		BIXT		OTCQB

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller Reporting Company	☒
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The amount of registered shares of the registrant’s Common Stock as of ~~August~~November 814, 2025, was 8899,~~992~~103,~~243~~873.

BIOXYTRAN, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
	Item 1.	Unaudited Condensed Consolidated Financial Statements	1
		Condensed Consolidated Balance Sheets as of June 30, 2025, (Unaudited) and December 31, 2024	1
		Condensed Consolidated Balance Sheets as of September 30, 2025, (Unaudited) and December 31, 2024	1
		Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025, and 2024 (Unaudited)	2
		Condensed Consolidated Statements of Operations for the Three and Nine months Ended September 30, 2025, and 2024 (Unaudited)	2
		Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Six Months Ended June 30, 2025, and 2024 (Unaudited)	3
		Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Nine months Ended September 30, 2025, and 2024 (Unaudited)	3
		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025, and 2024 (Unaudited)	4
		Condensed Consolidated Statements of Cash Flows for the Nine months Ended September 30, 2025, and 2024 (Unaudited)	4
		Notes to Unaudited Condensed Consolidated Financial Statements	5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1718
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2223
	Item 4.	Controls and Procedures	2223
PART II - OTHER INFORMATION
	Item 1.	Legal Proceedings	2425
	Item 1A.	Risk Factors	2425
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2425
	Item 3.	Defaults Upon Senior Securities	2425
	Item 4.	Mine Safety Disclosures	2425
	Item 5.	Other Information	2425
	Item 6.	Exhibits	25
SIGNATURES			26

Except as otherwise required by the context, all references in this report to “we”, “us”, “our” or “Company” refer to the consolidated operations of BIOXYTRAN, Inc.

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements: BIOXYTRAN, Inc., ~~June~~September 30, 2025

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~JUNE~~SEPTEMBER 30, 2025, (~~UNAUTITED~~UNAUDITED) AND DECEMBER 31, 2024

	June 30, 2025			December 31, 2024
	September 30, 2025 (Unaudited)			December 31, 2024
ASSETS
Current assets:
Cash	$	314,~~144~~499		$	5,154
Total current assets		314,~~144~~499			5,154
Intangibles, net		~~144~~141,~~357~~795			133,540
Total assets	$	~~147~~156,~~501~~294		$	138,694
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	~~688~~823,~~722~~453		$	271,308
Accounts payable and accrued expenses affiliates		22322,~~948~~457			154,236
Accounts payable and accrued expenses		22322,~~948~~457			154,236
Un-issued shares liability		1538,~~602~~522			91,729
Un-issued shares liability affiliates		2660,~~242~~894			132,639
Un-issued shares liability		2660,~~242~~894			132,639
Loan from affiliates		~~502~~541,~~255~~405			241,078
Other short-term loans		3850,000			48,000
Convertible notes payable, net of premium and discount		805,000			805,000
Derivative liability		~~684~~419,~~002~~206			186,652
Total current liabilities		23,~~782~~060,~~771~~937			1,930,642
Total liabilities		23,~~782~~060,~~771~~937			1,930,642
Commitments and contingencies		—			—
Stockholders’ deficit:
Preferred stock, $0.001 par value; 50,000,000 shares authorized, and 43,429,639 and 43,158,248 issued and outstanding as at June 30, 2025, and as at December 31, 2024, respectively		43,429			43,158
Preferred stock, $0.001 par value; 50,000,000 shares authorized, and 43,429,639 and 43,158,248 issued and outstanding as at September 30, 2025, and as at December 31, 2024, respectively		43,429			43,158
Common stock, $0.001 par value; 400,000,000 shares authorized; 88,992,243 and 86,782,908 issued and outstanding as at June 30, 2025, and December 31, 2024, respectively		88,992			86,783
Common stock, $0.001 par value; 400,000,000 shares authorized; 88,992,243 and 86,782,908 issued and outstanding as at September 30, 2025, and December 31, 2024, respectively		88,992			86,783
Stock subscription		13,353			—
Additional paid-in capital		17,471,675			16,999,280
Accumulated deficit		(20,~~239~~522,~~366~~092	)		(18,921,169	)
Total stockholders’ deficit		(2,~~635~~904,~~270~~643	)		(1,791,948	)
Total liabilities and stockholders’ equity	$	~~147~~156,~~501~~294		$	138,694

See the accompanying notes to these unaudited condensed consolidated financial statements

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025, AND 2024

(UNAUDITED)

	Three months ended						~~Six~~Nine months ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Operating expenses:
Research and development	$	~~102,500~~—		$	—51,000		$	452,000		$	2778,000
General and administrative		99159,~~531~~131			~~447~~158,~~875~~071			~~253~~412,~~300~~430			~~778~~946,~~872~~942
General and administrative affiliates		22336,~~048~~874			~~161~~137,~~447~~133			33370,~~920~~794			~~582~~709,~~679~~813
Total operating expenses		~~224~~496,~~079~~005			~~609~~346,~~322~~204			~~739~~1,~~220~~235,224			1,~~388~~734,~~551~~755
Loss from operations		(~~224~~496,~~079~~005	)		(~~609~~346,~~322~~204	)		(~~739~~1,~~220~~235,224	)		(1,~~388~~734,~~551~~755	)
Other expenses:
Gain/Loss of issuance		—			—			—			235,245
Change in fair value (“FV”) of derivative		~~307~~264,~~402~~796			—			(~~497~~232,~~350~~554	)		—
Interest expense		(3036,~~112~~522	)		(1917,~~731~~845	)		(6197,~~269~~791	)		(4663,~~105~~950	)
Interest expense affiliates		(1510,~~265~~759	)		(1,~~058~~809	)		(1526,~~998~~757	)		(24,~~515~~324	)
Amortization of IP		(24,~~509~~236	)		(1,~~536~~516	)		(48,~~360~~596	)		(35,~~567~~083	)
Debt discount amortization and issuance of warrants		—			(3025,000	)		—			(3055,000	)
Total other income (expenses)		~~259~~213,~~516~~279			(5246,~~325~~170	)		(~~578~~365,~~977~~698	)		~~153~~106,~~058~~888
Net loss before provision for income taxes		35(282,~~437~~726	)		(~~661~~392,~~647~~374	)		(1,~~318~~600,~~197~~922	)		(1,~~235~~627,~~493~~867	)
Provision for income taxes		—			—			—			—
NET LOSS		35(282,~~437~~726	)		(~~661~~392,~~647~~374	)		(1,~~318~~600,~~197~~922	)		(1,~~235~~627,~~493~~867	)
Net loss attributable to the non-controlling interest		—			—			—			13,324
NET LOSS ATTRIBUTABLE TO BIOXYTRAN	$	35(282,~~437~~726	)	$	(~~661~~392,~~647~~374	)	$	(1,~~318~~600,~~197~~922	)	$	(1,~~222~~614,~~169~~543	)
Earnings per Common share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.0102	)	$	(0.01	)
Weighted average number of Common shares out-standing, basic and diluted		88,~~839~~992,~~723~~242			~~176~~126,~~605~~391,~~978~~176			88,~~940~~942,~~600~~337			~~171~~153,~~264~~821,~~464~~016

See the accompanying notes to these unaudited condensed consolidated financial statements

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025, AND 2024

(UNAUDITED)

	Common Stock						Preferred Stock						Additional Paid in			Shares sold not			Accumulated			Non-controlling			Total Share-holder Equity
	Shares			Amount			Shares			Amount			Capital			issued			Deficit			interest			(Deficit)
Balance 1/1/2024		144,642,333		$	144,642			—		$	—		$	13,085,~~715~~714		$	45,000		$	(15,699,~~327~~326	)	$	(680,886	)	$	(3,104,856	)
Shares issued for earlier recorded subscriptions		333,333			333									44,667			(45,000	)								—
Shares issued under the 2021 Plan affiliates		1,190,460			1,190			-			-			121,983												123,173
Shares issued under the 2021 Plan		1,643,231			1,643									164,486												166,129
Shares issued for conversion of accounts payable affiliates		7,305,097			7,305									757,001												764,306
Shares issued for conversion of accounts payable		3,703,704			3,704									367,404												371,108
Shares issued for conversion of notes payable and interest		9,857,092			9,857									1,253,705												1,263,562
Shares issued for conversion of warrants		4,356,778			4,357									(4,357	)											—
Net loss attributable to non-controlling interest																							(13,324	)		(13,324	)
Net loss		-			-			-			-			-			-			(560,522	)		-			(560,522	)
Balance 3/31/2024		173,032,028		$	173,031			—		$	—		$	15,790,~~604~~603		$	—		$	(16,259,~~849~~848	)	$	(694,210	)	$	(990,424	)
Shares issued in cash investment		580,396			581									62,419												63,000
Shares issued under the 2021 Plan affiliates		241,938			242									29,758												30,000
Shares issued under the 2021 Plan		36,246			36									10,659												10,695
Shares issued for conversion of accounts payable		2,277,397			2,277									283,848												286,125
Shares issued for conversion of notes payable and interest		1,248,423			1,248									161,047												162,295
Net loss		-			-			-			-			-			-			(661,~~647~~648	)		-			(661,~~647~~648	)
Balance 6/30/2024		177,416,428		$	177,415			—		$	—		$	16,338,~~335~~334		$	—		$	(16,921,496	)	$	(694,210	)	$	(1,099,~~956~~957	)
Balance 1/1/2025		86,782,908		$	86,783			43,158,248		$	43,158		$	16,999,279		$	—		$	(18,921,169	)	$	—		$	(1,791,948	)
Issuance stock plan affiliate		454,546			455									45,000												45,455
Issuance stock plan other		84,646			85									8,379												8,464
Conversion to Pref Stock affiliate		(95,716,972	)		(95,718	)		19,143,396			19,144			76,574												—
Conversion of debt affiliate								776,817			777			353,063												353,840
Exercise of warrants								8,973,405			8,973			151,977									(160,950			—
Elimination non-contr int.																				(855,160	)		855,160			—
Net loss		-			-			-			-			-			-			(392,374	)		-			(392,374	)
Balance 9/30/2024		82,238,648		$	82,237			28,893,618		$	28,894		$	16,973,327		$	—		$	(18,169,030	)	$	—		$	(1,084,572	)
Balance 1/1/2025		86,782,908		$	86,783			43,158,248		$	43,158		$	16,999,280		$	—		$	(18,921,169	)	$	—		$	(1,791,948	)
Shares issued under the 2021 Plan affiliates		—			—			390,140			390			131,076												131,466
Shares issued under the 2021 Plan		1,348,951			1,349			—			—			89,951												91,300
Stock class conversion		750,000			750			(150,000	)		(150	)		(600	)											—
Prior year accrued payroll forfeiture by Mgmnt *														214,780												214,780
Net loss		-			-			-			-			-			-			(1,353,635	)		-			(1,353,635	)
Balance 3/31/2025		88,881,859		$	88,882			43,398,388		$	43,398		$	17,434,486		$	—		$	(20,274,803	)	$	—		$	(2,708,037	)
Balance		88,881,859		$	88,882			43,398,388		$	43,398		$	17,434,486		$	—		$	(20,274,803	)	$	—		$	(2,708,037	)
Shares issued under the 2021 Plan affiliates								31,251			31			21,845												21,876
Shares issued under the 2021 Plan affiliates								31,251			31			21,845									-			21,876
Shares issued under the 2021 Plan		110,384			110									15,344												15,454
Net loss		-			-			-			-			-			-			35,437			-			35,437
Balance 6/30/2025		88,992,243		$	88,992			43,429,639		$	43,429		$	17,471,675		$	—		$	(20,239,366	)	$	—		$	(2,635,270	)
Balance		88,992,243		$	88,992			43,429,639		$	43,429		$	17,471,675		$	—		$	(20,239,366	)	$	—		$	(2,635,270	)
Stock subscription for cash																	13,353									13,353
Net loss		-			-			-			-			-			-			(282,726	)		-			(282,726	)
Balance 9/30/2025		88,992,243		$	88,992			43,429,639		$	43,429		$	17,471,675		$	13,353		$	(20,522,092	)	$	—		$	(2,904,643	)
Balance		88,992,243		$	88,992			43,429,639		$	43,429		$	17,471,675		$	13,353		$	(20,522,092	)	$	—		$	(2,904,643	)

The transaction originating from the Company’s Officers forfeiting payroll of $941,890, whereof $214,780 was accrued in prior year. (See note 7 for more details)

See the accompanying notes to these unaudited condensed consolidated financial statements

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025, AND 2024

(UNAUDITED)

	Six Months Ended
	Nine months Ended
	June 30, 2025			June 30, 2024
	September 30, 2025			September 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,~~318~~600,~~197~~922	)	$	(1,~~235~~627,~~493~~867	)
Adjustments to reconcile net loss to net cash used in operating activities:
Debt discount amortization, incl. issuance of warrants		—			3055,000
Amortization of IP		48,~~360~~596			35,~~567~~083
Stock-based compensation		41106,~~267~~754			~~179~~185,~~101~~288
Stock-based compensation affiliates		27153,~~795~~342			~~186~~198,~~835~~628
Interest paid for note conversion		—			164,357
Change in FV of Derivative		~~497~~232,~~350~~554			—
Changes in operating assets and liabilities:
Shares due for debt conversion		8,510			(500,000	)
Accounts payable and accrued expenses		695,178			109,089
Shares due for debt conversion affiliates		—			(485,904	)
Accounts payable and accrued expenses affiliates		115,014			657,043
Accounts payable and accrued expenses		622,193			712,884
Net cash used in operating activities		(289,484	)		(253,379	)
Accounts payable and accrued expenses affiliates		(131,288	)		764,821
Net cash used in operating activities		(248,010	)		(179,832	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in intangibles		(1516,~~177~~851	)		(516,~~302~~123	)
Net cash used in investing activities		(1516,~~177~~851	)		(516,~~302~~123	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock sales		—			63,000
Proceeds from issuance of convertible notes payable		—			61,500
Stock subscription for cash		13,353			—
Short-term loans		—			38,000
Proceeds from note sales		—			61,500
Short-term loans from affiliates		261,177			10,070
Short-term loans		2,000			38,000
Net cash provided by financing activities		261,177			172,570
Short-term loans from affiliates		300,327			115,588
Net decrease in cash		(2,010	)		(12,564	)
Net cash provided by financing activities		315,680			278,088
Net decrease in cash		9,345			8,586
Cash, beginning of period		5,154			26,086
Cash, end of period	$	314,~~144~~499		$	1334,~~522~~672
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	—		$	—
Income taxes paid		—			—
NON-CASH INVESTING & FINANCING ACTIVITIES
Debt discount on convertible note		—			7525,000
Common shares issued for the conversion of principal and accrued interest		—			1,425,857
Issuance of shares classified as unissued in prior quarters, affiliates		149,319			537,242
Issuance of shares classified as unissued in prior quarters		103,649			521,561
Debt conversion affiliates		—			764,306
Debt conversion		—			657,233
Payroll forgiveness affiliates		214,780			—
Gain/Loss of issuance	$	—		$	235,245

See the accompanying notes to these unaudited condensed consolidated financial statements

BIOXYTRAN, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025, AND 2024

(UNAUDITED)

NOTE 1 – BACKGROUND AND ORGANIZATION

Business Operations

Bioxytran, Inc. (the “Company”) is a clinical stage pharmaceutical company focused on the development, manufacture and commercialization of therapeutic drugs designed to address hypoxia (a lack of oxygen to tissues) in humans in a safe and efficient manner.

Pharmalectin, Inc. (~~the~~ “Pharmalectin”) is a subsidiary focused on the development, manufacture and commercialization of therapeutic drugs designed to address conditions related to viral diseases.

NDPD Pharma, Inc. (“NDPD”) is a subsidiary focused on prototyping and development of specialized equipment for pharmaceutical manufacturing, and in the development of carbohydrate molecules deriving from partially hydrolyzed guar gum (“PHGG”).

Pharmalectin (BVI), Inc. (~~the~~ “Pharmalectin BVI”) is a subsidiary serving as custodian of the Company’s Copyrights, Trademarks and Patents.

Pharmalectin India Pvt Ltd. (“Pharmalectin India”) is a subsidiary managing the Company’s local clinical research and trials, and holds the local rights to commercialization.

Organization

Bioxytran, Inc. was organized on October 5, 2017, as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 authorized Common shares with a par value of $0.0001, and 5,000,000 Preferred shares with a par value of $0.0001. On September 21, 2018, the Company underwent a reorganization in the form of a reverse merger and is currently registered as a Nevada corporation with a taxing structure for U.S. federal and state income tax as a C-Corporation with 400,000,000 authorized Common shares with a par value of $0.001, and 50,000,000 Preferred shares with a par value of $0.001. Our Convertible Preferred Stock has a par value of $0.001 per share. The Preferred shares can at any time be converted into shares of Common Stock at a ~~1:5~~one for five basis, and carry a voting-power of ten ~~(10)~~ Common shares for each Preferred share.

Pharmalectin was organized on October 5, 2017, as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 authorized Common shares with a par value of $0.0001, and 5,000,000 Preferred shares with a par value of $0.0001. ~~The Subsidiary~~Pharmalectin was founded under the name of Bioxytran “Bioxytran (DE)”. On April 29, 2021, the name was changed to Pharmalectin, Inc. On August 19, 2024, the Company acquired the minority interest of Pharmalectin from affiliates of the Company. There are currently 15,000,000 shares of Common Stock issued and outstanding.

NDPD ~~Pharma~~ was organized on October 5, 2017, as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 authorized shares of Common Stock with a par value of $0.0001, and 5,000,000 shares of Preferred Stock with a par value of $0.0001. On October 25, 2024, the Company acquired 100% of NDPD’s shares of Common Stock from affiliates of the Company. There are currently 15,000,000 shares of Common Stock issued and outstanding.

Pharmalectin BVI was organized on March 17, 2022, as a British Virgin Islands (BVI) Business Corporation with a BVI corporate taxing structure with 50,000 authorized shares with a par value of $1.00. There are currently 50,000 outstanding shares held by the Company.

Pharmalectin India was organized on August 30, 2022, as an Indian Business Corporation with an India corporate taxing structure with 50,000 authorized shares with a par value of 10 Rupees. There are currently 41,020 outstanding shares, whereof 41,000 (99.95%) are held by the Company.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited consolidated financial statements.

While the information presented in the accompanying financial statements is unaudited, it includes all adjustments which are, in the opinion of the management, necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the U.S. GAAP. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and prepared in accordance with U.S. GAAP. These financial statements should be read in conjunction with the Company’s December 31, 2024, audited financial statements and notes.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Bioxytran, Inc., a Nevada corporation, and its wholly owned subsidiaries (collectively, the “Company”): Pharmalectin, Inc. of Delaware, Pharmalectin (BVI), Inc of British Virgin Islands and Pharmalectin India Pvt Ltd and as from October 25, 2024, NDPD Pharma, Inc. All intercompany accounts have been eliminated upon consolidation.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.

Cash

For purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

Net Loss per Common Share, basic and diluted

The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into Common Stock using the “treasury stock” and/or “if converted” methods as applicable.

At ~~June~~September 30, 2025, we would be obligated to issue 1,292,030 shares upon exercise of warrants, currently outstanding. Further, based on the market price of $0.~~103~~071/share, we would have to issue approximately 1215,~~623~~121,~~887~~870 shares of Common Stock upon conversion of ~~the~~a convertible note (the “2021 Note”) based on $ 1,~~009~~046,~~911~~433 due in principal and accrued interest. The 2021 Note carries an interest rate of 10%, while the default rate is 18%. The note is convertible at the lower of (i) a fixed price of $0.08, or (ii) if the market price at the date of conversion is below $0.08, the conversion price will be reduced ~~with~~by 120% of the price difference. Finally, the Convertible Preferred Stock class is convertible into 217,148,195 shares of Common Stock. These issuable shares are not included in the earnings per share (“EPS”) as they would be considered anti-dilutive while the company ~~produce~~produces losses.

Stock Based Compensation

The Company measures the cost of services received from employees and non-employees in exchange for an award of equity instruments based on the fair value of the award on the grant date, defined as the bid price at the market closing on the prior day, pursuant ASC 718. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or be settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion of the gross deferred tax asset will not be realized. The Company records interest and penalties related to income taxes as a component of provision for income taxes. The Company did not recognize any interest and penalty expense for the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024.

Research and Development

The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. During the ~~six~~nine months ended ~~June~~September 30, 2025 the Company incurred $452,000 in research and development expenses, while during the ~~six~~nine months ended ~~June~~ September 30, 2024 the Company incurred $2778,000.

Intangibles – Goodwill and Other

Valuation of intangibles are in accordance with ASC 350. Costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at award date, which varies depending on the pendency period of the application, generally approximating seventeen years. Capitalized patent costs, also referred to as patent prosecution costs, include internal legal labor, professional legal fees, government filing fees and translation fees related to expanding the Company’s patent portfolio. Costs associated with the maintenance and annuity fees of patents are accounted for as prepaid assets at the time of payment and amortized over the shorter of the maintenance period or remaining life of the related patent.

Accrued Expenses

As part of the process of preparing our consolidated financial statements, we are required to estimate accrued expenses. This process involves identifying services that third parties have performed on our behalf and estimating the level of service performed and the associated cost incurred on these services as at each balance sheet date in our consolidated financial statements. Examples of estimated accrued expenses include professional service fees, such as those arising from the services of attorneys and accountants and accrued payroll expenses. In connection with these service fees, our estimates are most affected by our understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that we do not identify certain costs that have been incurred or we under- or over-estimate the level of services or costs of such services, our reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to our judgment. We make these judgments based upon the facts and circumstances known to us in accordance with accounting principles generally accepted in the U.S.

Reclassification

Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no impact on previously reported income or equity.

Convertible Debt

The Company accounts for convertible debt that does not meet the criteria for equity treatment in accordance with the guidance contained in 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): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Accordingly, the Company elected to classify the convertible debt as a liability at amortized cost using the effective interest method. The Company classifies convertible debt based on the re-payment terms and conditions. Any discounts on the convertible debt and costs incurred upon issuance of the convertible debt are amortized to interest expense over the terms of the related convertible debt. Convertible debt is also analyzed for the existence of embedded derivatives, which may require bifurcation from the convertible debt and separate accounting treatment. Refer to Note 9 for information regarding convertible debt.

Embedded Derivatives

The Company accounts for embedded derivatives in accordance with ASC 815-15, which requires separation of certain derivative-like features embedded in host contracts (such as convertible debt) when:

	●	The economic characteristics of the embedded feature are not clearly and closely related to the host contract; and
	●	The hybrid instrument is not already measured at fair value.

The Company uses this method for calculations of Convertible debt with price-adjusted conversion features (e.g., reset provisions based on stock price declines) are bifurcated and measured at fair value through earnings, by applying a 100-step binomial lattice model incorporating stock price volatility, risk-free rates, and contractual adjustment terms.

Changes in fair value of bifurcated derivatives are recognized in earnings each reporting period.

Warrants

The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480”), then in accordance with ASC 815-40 (“ASC 815”), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815, and in order to conclude equity classification, the Company also assesses whether the warrants are indexed to its common stock and whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date.

The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of our common share price, remaining life of the warrant, and risk-free interest rates at each period end.

Fair Value

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.

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.

The valuation of shares issued under an exemption from registration, such as under Rule 3(a)(9) of the Securities Act, typically relates to ASC 820 (Fair Value Measurement) under U.S. Generally Accepted Accounting Principles (GAAP). This accounting standard provides guidance on how to measure fair value when required for financial reporting purposes. Among other notable considerations the Company highlights;

When valuing shares in an exchange under Rule 3(a)(9), the conversion terms and the value of the securities being exchanged (debt, other equity, etc.) must be considered. If the company is offering a premium or discount as part of the exchange, this would impact the fair value measurement;

Based on Empirical Evidence and Studies, for restricted stock in public companies, the liquidity discount averages around 20%–30%, based on, but not limited to, the following data;

●	Liquidity of the Security:
	-	If the company has low trading volumes and investors may find it difficult to sell shares, the discount could be on the higher end of the range (e.g., 30%–40%).
	-	Conversely, for OTC companies with higher trading volumes, the discount might be lower (e.g., 10%–20%).
●	Holding Period:
	-	The longer the restriction period on the newly issued shares, the higher the discount. If the shares are subject to extended holding periods, investors will require greater compensation for their inability to sell the shares in the short term.
	-	For example, shares that are restricted for ~~six~~nine months under SEC Rule 144 could see a 20%–30% discount. If the holding period extends beyond that or other limitations apply, the discount might increase.
●	Company Fundamentals and Risk
	-	Investors consider the financial health, stability, and growth prospects of the issuing company. A riskier OTC company with volatile financials or uncertain growth prospects might see a larger liquidity discount (e.g., closer to 40%).
	-	Companies with strong fundamentals might experience a lower discount (e.g., 10%–20%), even in the OTC market.

●	Company Fundamentals and Risk
	-	Investors consider the financial health, stability, and growth prospects of the issuing company. A riskier OTC company with volatile financials or uncertain growth prospects might see a larger liquidity discount (e.g., closer to 40%).
	-	Companies with strong fundamentals might experience a lower discount (e.g., 10%–20%), even in the OTC market.

In accordance with the guidance of ASC 820 concerning for Lack of Registration Premium, shares that are restricted for nine months under SEC Rule 144 generally see a 20%–30% discount on market price. The Company has opted for a 25% discount to the market price at the date of issuance based on the Company’s elevated volatility, and to the illiquidity of the large number of shares generally issued in these transactions.

In accordance with the guidance of ASC 820 concerning for Lack of Registration Premium, shares that are restricted for six months under SEC Rule 144 generally see a 20%–30% discount on market price. The Company has opted for a 25% discount to the market price at the date of issuance based on the Company’s elevated volatility, and to the illiquidity of the large number of shares generally issued in these transactions.

In contrary, shares issued under the registration requirements of the Securities Act for the Compensatory Benefit Plan pursuant to Rule 701 of the Securities Act where ASC 718 (Compensation—Stock Compensation), are valued at market price at the grant date, based on the limited number of shares awarded, and its predictable repetitiveness. Under ASC 718, the grant date is typically the measurement date for share-based compensation, the Company has interpreted this as the closing bid price on the market on the day preceding the grant, or award. This is the date when both parties (employer and employee) have a mutual understanding of the terms of the award, and it is used to determine the fair value of the stock-based award for accounting purposes. The fair value measured at the grant date is not adjusted for subsequent changes in stock price.

Further, for derivatives under ASC 815, fair value is critical because these financial instruments (e.g., convertible note with a variable conversion rate) must be recorded at fair value on the balance sheet, with changes typically flowing through earnings. For the calculation of the derivative debt, the Company is using the Binomial Option Pricing model by Cox, Ross and Rubinstein.

Business Combinations

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. Further, ASC 805-50 addresses specific issues related to transactions involving entities under common control and acquisitions of assets rather than businesses. Common Control Transactions – Deals between entities under the same parent or controlling party are accounted for differently (e.g., book-value transfers) rather than fair value, as they are not considered arm’s-length.

Recent Accounting Pronouncements

There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As at ~~June~~September 30, 2025, the Company had cash of $314,~~144~~ 499 and a negative working capital of $23,~~779~~046,~~627~~438. The Company has not yet generated any revenues from operations, and has incurred an accumulated deficit of $20,~~239~~522,~~366~~092. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company raised a net of $~~261~~13,~~177~~ 353 in ~~cash~~stock ~~proceeds~~subscriptions, ~~from~~$302,327 in short-term loans to(whereof $300,327 was from affiliates). During the same period in 2024, the Company raised a net of $63,000 in cash proceeds from equity, $61,500 from ~~Note~~note ~~sales~~issuances and $48153,~~070~~ 588 in short-term loans (whereof $10115,~~070~~588 was from affiliates). The Company is aware that its current cash on hand will not be sufficient to fund its projected operating ~~requirements~~ requirements through the month of ~~July~~November 2025, and is pursuing alternative opportunities to funding.

The Company intends to raise additional capital through private placements of debt and equity securities, but 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.

Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

NOTE 4: SINGLE SEGMENT DISCLOSURE

For the ~~six~~nine months ended ~~June~~September 30, 2025

In accordance with Accounting Standards Codification ASC 218, Segment Reporting, the Company has determined that it operates as a single operating segment. The Company’s Chief Operating Decision Maker (“CODM”), which is its Chief Executive Officer, reviews the Company’s financial performance and allocates resources on a consolidated basis. The Company’s operations focus solely on pharmaceutical research and development activities, and it does not manage the business using multiple segments or by product lines.

i. Revenue and Geographic Information: As of ~~June~~September 30, 2025, the Company has not yet generated ~~significant~~ revenues from its pharmaceutical products as itthey ~~remains~~remain in the research and development phase. Consequently, there is no dis-aggregation of revenue by geographic area or product line. ii. Major Customers and Concentration of Risk: Since the Company is in the development phase and has not generated revenue from product sales, there are no major customers to report. The Company is reliant on funding through private placements, equity offerings, and other financial arrangements to sustain its research and development efforts. iii. Long-lived Assets by Geographic Region: The Company’s tangible and intangible assets, including intellectual property and research-related equipment, are located within the United States and BVI. However, these assets do not represent a significant portion of the Company’s total assets.

Conclusion: The Company has concluded that it qualifies as a single reportable segment under ASC 218 based on the nature of its operations, the way it is managed, and the financial information reviewed by the CODM. As such, no additional segment disclosures are required in the consolidated financial statements.

NOTE 5 - AFFILIATES TRANSACTIONS

The Company holds a License Agreement (the “License” ~~or “Agreement”~~) for a medical device (license obtained in 2019) with an affiliated company of which the Company’s officers hold a majority interest. The device, subject to the License, was developed prior to the establishment of Bioxytran. A yearly maintenance cost for the ~~license~~License amounts to $5,000.

The Company had at ~~June~~September 30, 2025, loan agreements calling for an 8% interest with three of its affiliates for a total value of $~~502~~541,~~255 with~~405 with an accrued interest of $2233,~~948~~707. As at December 31, 2024, ~~there~~these loans amounted to $241,078 with an accrued interest of $6,950.

NOTE 6 - INTANGIBLES

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment charges were recorded for the ~~six~~nine months ended ~~June~~September 30, 2025, and the year ended December 31, 2024.

Amortization of capitalized patent costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at the award date, which varies depending on the pendency period of the application, generally approximating twenty years.

SCHEDULE OF INTANGIBLES

	Estimated Remaining Life (years)	September 30, 2025	~~June 30, 2025~~			December 31, 2024	~~December 31, 2024~~
Capitalized patent costs	15	$	$170,270	~~168,596~~		$	$153,419	~~153,419~~
Accumulated amortization			(28,475	~~(24,239~~)	)		(19,879	~~(19,879~~)	)
Intangible assets, net		$	$141,795	~~144,357~~		$	$133,540	~~133,540~~

NOTE 7 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

At ~~June~~September 30, 2025, there was no amount due in accounts payable to affiliates. In the first ~~six~~nine months of 2025, management has forfeited $941,890 in payroll and affiliated expenses. Payroll accruals from prior year in the amount of $214,780 was eliminated against additional paid-in capital, while current years payroll expenses of $727,110 was reversed in general and administrative expenses. There was a short-term loan from affiliates of $~~502~~541,~~255~~ 405 with $2233,~~948~~ 707 in accrued interest, as well as un-issued shares owed to affiliates of $2660,~~242~~894. On December 31, 2024, there was $147,286 in Accounts Payables to related parties in form of payroll and advanced expense, there was also a short-term loan from affiliates of $241,078 with $6,950 in accrued interest, as well as un-issued shares owed to affiliates of $132,639.

The following table represents the major components of accounts payables and accrued expenses and other current liabilities at ~~June~~ September 30, 2025, and December 31, 2024:

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Accounts payable affiliates (1)	$	—288,750	$	147,286
Professional fees		~~483~~480,~~811~~914		40,860
Interest		~~204~~241,~~911~~433		143,642
Interest affiliates (3)		2233,~~948~~707		6,950
Payroll taxes		—42,186		11,945
Pension/401K		—57,267		74,500
Other accounts payable		—1,653		361
Un-issued shares affiliates (2)		2660,~~242~~894		132,639
Un-issued shares		1538,~~602~~522		91,729
Loan from affiliates (3)		~~502~~541,~~255~~405		241,078
Short term loan		3850,000		48,000
Convertible note payable		805,000		805,000
Derivative liability		~~684~~419,~~002~~206		186,652
Total current liabilities	$	23,~~782~~060,~~771~~937	$	1,930,642

(1)	As at ~~June~~September 30, 2025, the officers have forfeited payroll of $941,890, whereof $214,780 was accrued in the prior year,. ~~(See~~As ~~note~~at 7September ~~for~~30, ~~more~~2025, ~~details)~~ there was noaccrued ~~accounts~~payroll ~~payables~~ due to ~~any~~each ~~affiliates.~~the ~~For~~CEO ~~each~~and ofthe CFO of $105,000, and ~~CEO~~$78,750 due to the CCO. As at December 31, 2024, there was $46,668 due in accrued payroll and $4,000 for advanced expenses ~~due~~for each the CFO and the CEO, there was also $35,000 and $4,000 in accrued payroll and advanced expenses due to ~~our~~the CCO ~~at December 31, 2024~~.
(2)	The amount is to be converted into shares of Common Stock ~~whereof~~ on ~~June~~September 30, 2025, $2660,~~242~~894 for our board members attendance in board and committee meetings during the ~~first~~asecond ~~quarter~~and third quarters of 2025. On December 31, 2024, $49,745 is to our Directors for their attendance in board and committee meetings during the fourth quarter, and another $82,894 in a one-time bonus.
(3)	On ~~June~~September 30, 2025, the Company has a $~~502~~541,~~255~~405 in ~~loan~~loans from affiliates with an interest rate of 8%. The accrued interest is currently $2233,~~948~~707. On December 31, 2024, the affiliated ~~loan~~loans principal amounts was $241,078 and the accrued interest was $6,950.

NOTE 8 – CONVERTIBLE NOTES PAYABLE

Private Placement, 2021 Notes currently outstanding

~~Around~~On or about May 3, 2021, we entered into four (4) Securities Purchase Agreements (the “2021 SPAs”), under which we agreed to sell convertible promissory notes (the “2021 Notes”), in an aggregate principal amount of $2,165,000 with 6% interest.

At any time after the issue date of the Notes, the Holders of the Notes, (the “2021 Holders”), have the option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the 2021 Notes into shares of our Common Stock at the Conversion Price. The “Conversion Price” will be the lesser of (i) $.13 per share or (ii) if the market price at the date of conversion is below $0.13, the conversion price will be reduced with 120% of the price difference.

If the 2021 Notes are converted prior to us paying off such note, it would lead to substantial dilution to our shareholders as a result of the conversion discounted applicable to the 2021 Notes. There can be no assurance that there will be any funds available to pay of the 2021 Notes. If we fail to obtain such additional financing on a timely basis, the 2021 Holders may convert the 2021 Notes and sell the underlying shares, which may result in significant dilution to shareholders due to the conversion discount, as well as a significant decrease in our stock price.

On May 5, 2023, three (3) of the 2021 Notes were re-negotiated; the interest was set to 10%, and the default rate to 18%, a prepayment at 120% was included and the renegotiated notes extended until April 30, 2023. Two of the notes were fully converted. On July 15, 2024, a debt discount of $105,000 was added to the remaining notes principal. As per the amendment dated December 27, 2024, the Company has the option to repurchase the note at face value and a conversion of $70,000 in shares of Common Stock, due at payoff date.

At ~~June~~September 30, 2025, and December 31, 2024, the outstanding convertible notes were as follows:

Notes			Principal due		Accrued interest		Total amount due
			December 31, 2024
Notes sold in exchange for cash	*	(1,2)	$	805,000	$	143,642	$	948,642

			June 30, 2025
			September 30, 2025
Notes sold in exchange for cash	*	(1)	$	805,000	$	~~204~~241,~~911~~433	$	1,~~009~~046,~~911~~433

(1)	Net cash received for these notes were $1,045,150, after a Debt Discount of $119,850 was paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA / SIPC).
(2)	During the year 2024 a total of $200,000 was converted into 1,675,849 shares of Common Stock.
*	An embedded derivative liability has not been deducted from the principal amount due, see Note 9 here below.

NOTE 9 – CONVERTIBLE NOTE AND EMBEDDED DERIVATIVE

Convertible Note Terms

The Company has outstanding convertible debt with the following key terms:

● Principal Amount: $1,~~009~~046,~~911~~433 (including accrued interest) ● Conversion Price: $0.080692 per share ● Maturity Date: March 1, 2025 ● Current Market Price of Common Stock: $0.~~10324~~071 ● Price Adjustment Feature: If the market price at conversion is below 0.08, the conversion price will be reduced by 120% of the difference between the conversion price and the market price.

Embedded Derivative Classification

The price adjustment feature meets the criteria for bifurcation as an embedded derivative under ASC 815-15-25-1 because:

	●	It is not clearly and closely related to the host debt instrument.
	●	The 120% adjustment creates a non-linear payoff linked to the stock price.
	●	It is required to be separately accounted for at fair value with changes recorded in earnings.

Valuation Technique

The company has used a 100-step binomial lattice model for its valuations. The binomial model captures:

	●	Path dependency of the adjustment feature.
	●	Optimal conversion behavior (American-style exercise).
	●	Probability-weighted payoffs under risk-neutral valuation.

Fair Value Measurement of Embedded Derivative

The derivative liability was at ~~June~~September 30, 2025, valued at $~~684~~419,~~002~~206, while principal amount was $1,~~009~~046,~~911~~433 (including accrued interest). On On December 31, 2024, the notes principal amount was $948,642 (including accrued interest), the derivative liability was valued at $186,652. The following key inputs were used in the derivative debt calculation:

Parameter	~~June~~September 30, 2025			December 31, 2024			Source/Methodology
Current Stock Price	$	0.~~1048~~071		$	0.0899		Observable market price
Conversion Price	$	0.080692		$	0.08		Contractual terms
Volatility		~~159~~122.5955	%		129.14	%	Historical volatility of comparable companies
Risk-Free Rate		43.2983	%		4.37	%	1.5-month (6-month)* U.S. Treasury yield
Time to Maturity		default			0.25 years		1.5 months (7 months)*
Adjustment Multiplier		120	%		120	%	Contractual terms

*	The number of months inside the parenthesis was used in the December 31, 2024, calculation.

For the three months ended ~~June~~September 30, 2025, the estimated change in fair value reduced the derivative liability by ($~~307~~264,~~402~~796), while for ~~the~~ ~~six~~the nine months ended ~~June~~September 30, 2025, the estimate of the change in fair value increased the derivative liability by $~~497~~232,~~350~~554.

Sensitivity and Risks

● Volatility Impact: A 20% increase in volatility to ~~149~~147.7506% would increase the derivative liability by $6619,~~906~~074. ● Stock Price Risk: A 20% increase of the stock price to $0.~~1234~~852 would increase the derivative liability by $~~204~~64,~~597~~629. ● Concentration Risk: The derivative liability represents 4235.38% of the debt principal, highlighting a potential equity dilution.

NOTE 10 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 400,000,000 shares of Common Stock, and 50,000,000 shares of Preferred Stock.

Each share of Preferred Stock has the voting power of ten shares of Common Stock, and can at any time be converted into five, shares of Common Stock. The table below sets forth the number of shares of Preferred Stock issued and outstanding during the reporting period(s). There were 43,158,248 Preferred Stock outstanding on December 31, 2024:

Issuances in the period January 1 and ~~June~~September 30, ~~2025~~2024

Date			# Shares	~~# Shares~~			Amount	~~Amount~~			Price/Share	~~Price/Share~~		Type	~~Type~~	Notice	~~Notice~~
1/01/2025					43,158,248			$	4,407,172			$	0.102
1/01/2024				—			$	—			$	—
1/10/2025		h			(150,000	)			(750	)			0.005		Stock conversion		affiliates
8/19/2024	g			19,221,026				4,139,126				0.215		stock conversion		affiliates
3/31/2025					—				214,780				—		Payroll forfeiture*		affiliates
8/19/2024	d			8,973,405				160,950				0.018		warrant exercise		affiliates
See Note 11		d			421,391				153,342				0.364		2021 Stock Plan		affiliates
8/19/2024	c			776,817				353,840				0.455		debt conversion		affiliates
6/30/2025					43,429,639			$	4,774,544			$	0.110
8/28/2024	g			22,370				14,820				0.662		stock conversion		affiliates
8/28/2024	g			(100,000	)			(500	)			0.005		stock conversion		affiliates
9/30/2024				28,893,618			$	4,668,236			$	0.162

Issuances in the period January 1 and September 30, 2025

Date		# Shares			Amount			Price/Share		Type	Notice
1/01/2025			43,158,248		$	4,407,172		$	0.102
1/10/2025	h		(150,000	)		(750	)		0.005	stock conversion	affiliates
3/31/2025			—			214,780			—	payroll forfeiture*	affiliates
See Note 11	d		421,391			153,342			0.364	2021 Stock Plan	affiliates
9/30/2025			43,429,639		$	4,774,544		$	0.110

*	The transaction originating from the Company’s Officers forfeiting payroll of $941,890, whereof $214,780 was accrued in prior year. (See note 7 for more details).

Common stock

Number of shares of Common Stock issued and outstanding during the reporting period(s):

Issuances in the period January 1 and ~~June~~September 30, 2024

Date

# Shares

~~# Shares~~

Amount

~~Amount~~

Price/Share

~~Price/Share~~

Type

~~Type~~

Notice

~~Notice~~

1/01/2024

144,642,333

~~144,642,333~~

$13,275,356

~~13,275,356~~

$0.089

~~0.089~~

1/17/2024

—

(45,000

~~(45,000~~)

)

—

subscription

~~subscription~~

1/17/2024

333,333

~~333,333~~

45,000

~~45,000~~

0.135

~~0.135~~

private placement

~~private placement~~

1/18/2024

3,703,704

~~3,703,704~~

371,108

~~371,108~~

0.100

~~0.100~~

debt conversion

~~debt conversion~~

1/18/2024

3,599,289

~~3,599,289~~

485,904

~~485,904~~

0.135

~~0.135~~

debt conversion

~~debt conversion~~

affiliates

~~affiliates~~

1/22/2024

4,356,778

~~4,356,778~~

—

warrant exercise

~~exercise of warrant~~

cashless

~~cashless~~

1/22/2024

8,950,474

~~8,950,474~~

1,163,562

~~1,163,562~~

0.130

~~0.130~~

convertible note

~~convertible note~~

3/20/2024

906,618

~~906,618~~

100,000

~~100,000~~

0.110

~~0.110~~

convertible note

~~convertible note~~

3/27/2024

3,705,808

~~3,705,808~~

279,051

~~279,051~~

0.075

~~0.075~~

debt conversion

~~debt conversion~~

4/04/2024

1,000,000

~~1,000,000~~

104,000

~~104,000~~

0.104

~~0.104~~

debt conversion

~~debt conversion~~

4/15/2024

479,192

~~479,192~~

62,295

~~62,295~~

0.130

~~0.130~~

convertible note

~~convertible note~~

4/15/2024

173,077

~~173,077~~

18,000

~~18,000~~

0.104

~~0.104~~

private placement

~~private placement~~

4/19/2024

250,000

~~250,000~~

32,125

~~32,125~~

0.129

~~0.129~~

debt conversion

~~debt conversion~~

4/22/2024

194,553

~~194,553~~

25,000

~~25,000~~

0.128

~~0.128~~

private placement

~~private placement~~

5/16/2024

769,231

~~769,231~~

100,000

~~100,000~~

0.130

~~0.130~~

convertible note

~~convertible note~~

5/20/2024

1,027,397

~~1,027,397~~

150,000

~~150,000~~

0.146

~~0.146~~

debt conversion

~~debt conversion~~

6/27/2024

212,766

~~212,766~~

20,000

~~20,000~~

0.094

~~0.094~~

private placement

~~private placement~~

see Note 11

1,432,398

153,173

0.107

2021 Stock Plan

affiliates

8/19/2024

(96,105,125

)

(4,139,126

)

0.043

stock conversion

affiliates

see Note 11

1,679,477

176,174

0.105

2021 Stock Plan

8/28/2024

(111,847

)

(14,820

)

0.133

stock conversion

affiliates

6/30/2024

177,416,428

16,515,748

0.093

8/28/2024

500,000

500

0.001

stock conversion

affiliates

see Note 11

1,886,944

207,289

0.110

2021 Stock Plan

affiliates

see Note 11

1,764,123

187,607

0.106

2021 Stock Plan

9/30/2024

82,238,648

12,427,851

0.151

Issuances in the period January 1 and June 30, 2025

Date		# Shares		Amount		Price/Share		Type	Notice
1/01/2025			86,782,908	$	12,722,039	$	0.147
1/10/2025	d		750,000		750		0.001	Stock conversion
see Note 11	d		1,459,335		106,754		0.073	2021 Stock Plan
6/30/2025			88,992,243	$	12,829,543	$	0.144

a The Company claims an exemption from the registration requirements of the Securities Act for the private placement of these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. b The Common Stock underlying the Convertible Note(s) are currently eligible for resale under Rule 144. At the time of sale of the promissory note, the Company claimed an exemption from the registration requirements of the Securities Act for these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. c The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption in Rule 3(a)(9) of the Securities Act. d The Company claims an exemption from the registration requirements of the Securities Act for the Compensatory Benefit Plan pursuant to Rule 701 of the Securities Act. e The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption in section 12(a) of the Securities Act. f The shares were issued after the Company filed a registration statement with the SEC, on Form S-1 g The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption under Rule 145 of the Securities Act. h The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption under Rule 144 of the Securities Act.

Issuances in the period January 1 and September 30, 2025

Date		# Shares		Amount		Price/Share		Type	Notice
1/01/2025			86,782,908	$	12,722,039	$	0.147
1/10/2025	d		750,000		750		0.001	stock conversion
9/30/2025	d		—		13,353		—	subscription
see Note 11	d		1,459,335		106,754		0.073	2021 Stock Plan
9/30/2025			88,992,243	$	12,842,896	$	0.144

a	The Company claims an exemption from the registration requirements of the Securities Act for the private placement of these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.
b	The Common Stock underlying the Convertible Note(s) are currently eligible for resale under Rule 144. At the time of sale of the promissory note, the Company claimed an exemption from the registration requirements of the Securities Act for these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.
c	The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption in Rule 3(a)(9) of the Securities Act.
d	The Company claims an exemption from the registration requirements of the Securities Act for the Compensatory Benefit Plan pursuant to Rule 701 of the Securities Act.
e	The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption in section 12(a) of the Securities Act.
f	The shares were issued after the Company filed a registration statement with the SEC, on Form S-1
g	The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption under Rule 145 of the Securities Act.
h	The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption under Rule 144 of the Securities Act.

Shares approved for conversion, but not yet issued, as per Finder Agreement dated 07/10/2025

Date		# Shares		Amount		Price/Share		Type	Notice
7/10/2025	c		167,000		11,273		0.068	debt conversion
8/10/2025	c		75,000		4,500		0.060	debt conversion
9/10/2025	c		75,000		3,943		0.053	debt conversion
9/30/2025	c		50,000		2,625		0.053	debt conversion
9/30/2025			367,000	$	22,341	$	0.061

On July 10, 2025, the Company entered into a Finders’ Agreement with a broker (Member FINRA / SIPC) with a legal fee of a cash payment of $6,000 along with 12,000 shares of Common Stock, a retention fee of 80,000 shares followed by a monthly retention fee of 75,000 shares.

Common Stock Warrants

The fair value of stock warrants granted for the ~~six~~nine months ended ~~June~~September 30, 2025, and December 31, 2024 was calculated with the following assumptions:

	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
Risk-free interest rate		3.72 – 4.61	%		3.41 – 4.72	%
Expected dividend yield		0	%		0	%
Volatility factor (monthly)		124.79	%		129.14	%
Expected life of warrant		5 years			5 years

For the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024, the Company did not award any warrants.

The following table summarizes the Company’s Common Stock warrant activity for the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024:

SCHEDULE OF WARRANT ACTIVITY

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Expected Term
Outstanding as at January 1, 2024		1,342,030	$	0.29		3.8
Granted		—		—		—
Exercised		—		—		—
Forfeited/Cancelled		—		—		—
Outstanding as at June 30, 2024		1,342,030	$	0.29		3.2
Outstanding as at September 30, 2024		1,342,030	$	0.29		3.2
Outstanding as at January 1, 2025		1,292,030	$	0.22		2.6
Granted		—		—		—
Exercised		—		—		—
Forfeited/Cancelled		—		—		—
Outstanding as at June 30, 2025		1,292,030	$	0.22		2.1
Outstanding as at September 30, 2025		1,292,030	$	0.22		2.2

~~The following table summarizes information about stock warrants that are vested or expected to vest at June 30, 2025, with a market price of $0.15 at June 30, 2025:~~14

The following table summarizes information about stock warrants that are vested or expected to vest at September 30, 2025, with a market price of $0.071 at September 30, 2025:

Warrants Outstanding and Exercisable
Exercise Price		Number of Warrants		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
$	0.20-0.25		1,264,030	$	0.23		2.82	$	—
	0.47		28,000		0.47		21.49		—
$	0.20-0.47		1,292,030	$	0.22		2.52	$	—

The weighted-average remaining contractual life for warrants exercisable at ~~June~~September 30, 2025, is 2.52 years. The aggregate intrinsic value ~~for~~ for fully vested, exercisable warrants was $0 at ~~June~~September 30, 2025.

NOTE 11 – STOCK OPTION PLAN AND STOCK-BASED COMPENSATION

On January 15, 2021, the Company adopted a stock option plan entitled “The 2021 Employee, Director and Consultant Stock Plan” (the “2021 Plan”) under which the Company may grant Options to Purchase Stock, Stock Awards or Stock Appreciation Rights up to 15% of the then fully diluted number of shares of the Company’s Common Stock, automatically adjusted on January 1 each year. On January 1, 2025, the 2021 Plan was automatically reset in accordance with the 2021 Plan requirements and after the reset there are 47,089,013 shares in Common Stock awards available for grant.

Under the terms of the 2021 Plan, the Board of Directors shall specify the exercise price and vesting period of each stock option on the grant date. Vesting of the options is typically immediate and the options typically expire in five years. Stock Awards, which are fully and immediately vested upon issuance, may be directly issued under the Plan (without any intervening options).

Shares Awarded and Issued 2021 Plan:

As at ~~June~~September 30, 2025, there were 9,086,392 shares issued valued at a fair historic market value of $739,889 at the time of award, while as as at ~~June~~September 30, 2024, there were 8,~~400~~939,~~562~~754 shares issued valued at a fair historic market value of $~~418~~494,~~939~~806 at the time of award.

The following table summarizes the Company’s granted and issued stock awards in the ~~six~~nine months ended ~~June~~September 30, 2025, and 2024:

Issuances under the 2021 Stock Plan in the period January 1 and June 30, 2024
Date	# Shares		Amount		Price/Share		Type	Notice
1/01/2024		5,288,687	$	89,592	$	0.017
3/22/2024		211,269		21,338		0.101	stipend	affiliates
3/22/2024		72,423		7,315		0.101	stipend
3/22/2024		979,191		101,835		0.104	bonus	affiliates
3/22/2024		1,520,808		158,164		0.104	bonus
4/19/2024		241,938		30,000		0.124	stipend	affiliates
4/19/2024		86,246		10,695		0.124	stipend
6/30/2024		8,400,562	$	418,939	$	0.050

Issuances under the 2021 Stock Plan in the period January 1 and September 30, 2024

Issuances under the 2021 Stock Plan in the period January 1 and June 30, 2025
Date			# Shares			Amount			Price/Share			Type		Notice
Date				# Shares			Amount			Price/Share			Type		Notice
1/01/2024				5,288,687		$	89,592		$	0.017
1/01/2025					5,520,101		$	479,793		$	0.087
3/22/2024				211,269			21,338			0.101		stipend		affiliates
1/06/2025		*			634,921			43,172			0.068		stipend		affiliates
3/22/2024				72,423			7,315			0.101		stipend
1/06/2025					164,730			11,202			0.068		stipend
3/22/2024				979,191			101,835			0.104		bonus		affiliates
1/06/2025		*			1,315,780			88,294			0.067		bonus		affiliates
3/22/2024				1,520,808			158,164			0.104		bonus
1/06/2025					1,184,221			80,098			0.068		bonus
4/19/2024				241,938			30,000			0.124		stipend		affiliates
5/12/2025		*			156,255			21,876			0.140		stipend		affiliates
4/19/2024				86,246			10,695			0.124		stipend
5/12/2025					110,384			15,454			0.140		stipend
8/14/2024	*			454,546			45,454			0.100		stipend		affiliates
6/30/2025					9,086,392		$	739,889		$	0.081
8/14/2024				84,646			8,465			0.100		stipend
9/30/2024				8,939,754		$	472,858		$	0.053

*	The shares are held as shares of Preferred Stock, but are for comparison purposes expressed as Common share equivalents in this table.
●	The Company claims an exemption from the registration requirements of the Securities Act for the Compensatory Benefit Plan pursuant to Rule 701 of the Securities Act.

Issuances under the 2021 Stock Plan in the period January 1 and September 30, 2025

Shares awarded, but not yet issued, under the 2021 Stock Plan for the period ended June 30, 2025:

Date		# Shares		Amount		Price/Share		Type	Notice
1/01/2025			5,520,101	$	479,793	$	0.087
1/06/2025	*		634,921		43,172		0.068	stipend	affiliates
1/06/2025			164,730		11,202		0.068	stipend
1/06/2025	*		1,315,780		88,294		0.067	bonus	affiliates
1/06/2025			1,184,221		80,098		0.068	bonus
5/12/2025	*		156,255		21,876		0.140	stipend	affiliates
5/12/2025			110,384		15,454		0.140	stipend
9/30/2025			9,086,392	$	739,889	$	0.081

Date			# Shares		Amount		Price/Share		Type	Notice
*	The shares were issued as Preferred Stock, but are for comparative purpose expressed as Common share equivalents in this table.
6/30/2025		*		283,700	$	26,242	$	0.093	stipend	affiliates
●	The Company claims an exemption from the registration requirements of the Securities Act for the Compensatory Benefit Plan pursuant to Rule 701 of the Securities Act.
6/30/2025				76,680		7,092		0.093	stipend
6/30/2025				360,380	$	33,334	$	0.093

For the six months ended June 30, 2025, the Company recorded stock-based compensation expense of $69,061 (whereof $27,795 to affiliates) in connection with share-based payment awards. For the six months ended June 30, 2024, the Company recorded stock-based compensation expense of $365,936 (whereof $186,835 to affiliates) in connection with share-based payment awards.

Stock options granted and vested 2021 Plan:

For the six months ended June 30, 2025, there were no options awarded under the 2021 Stock Plan. For the six months ended June 30, 2024, there were no options awarded under the 2021 Stock Plan. However, 90,000 options were forfeited.

AsShares ~~at June 30~~awarded, ~~2025,~~but ~~there~~not ~~was~~yet noissued, ~~unrecognized~~under ~~compensation expense related to non-vested stock option awards. The following table summarizes~~ the ~~Company’s~~2021 ~~stock~~Stock ~~option~~Plan ~~activity~~ for the ~~six~~period ~~months~~ ended ~~June~~September 30, 2025~~, and 2024:~~

Date		# Shares		Amount		Price/Share		Type	Notice
6/30/2025	*		283,700	$	26,242	$	0.093	stipend	affiliates
6/30/2025			76,680		7,092		0.093	stipend
9/30/2025	*		488,060		34,652		0.071	stipend	affiliates
9/30/2025			128,012		9,089		0.071	stipend
9/30/2025			976,452	$	77,075	$	0.079

For the nine months ended September 30, 2025, the Company recorded stock-based compensation expense of $112,802 (whereof $75,919 to affiliates) in connection with share-based payment awards. For the nine months ended September 30, 2024, the Company recorded stock-based compensation expense of $404,807 (whereof $217,290 to affiliates) in connection with share-based payment awards.

Stock options granted and vested 2021 Plan:

For the nine months ended September 30, 2025, there were no options awarded under the 2021 Stock Plan. For the nine months ended September 30, 2024, there were no options awarded under the 2021 Stock Plan. However, 335,000 options were forfeited.

As at September 30, 2025, there was no unrecognized compensation expense related to non-vested stock option awards. The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2025, and 2024:

SCHEDULE OF STOCK OPTIONS ACTIVITY

	Number of Options			Exercise Price per Share		Weighted Average Exercise Price per Share
Outstanding as of January 1, 2024		335,000		$	0.001 – 0.95	$	0.62
Granted		—			—		—
Exercised		—			—		—
Options forfeited/cancelled		(90335,000	)	$	0.~~195~~001 – 0.95		0.2062
Outstanding as of June 30, 2024		245,000		$	0.001 – 0.95	$	0.78
Outstanding as of September 30, 2024		—		$	—	$	—
Outstanding as of January 1, 2025		—		$	—	$	—
Granted		—			—		—
Exercised		—			—		—
Options forfeited/cancelled		—			—		—
Outstanding as of June 30, 2025		—		$	—	$	—
Outstanding as of September 30, 2025		—		$	—	$	—

At ~~June~~September 30, 2025 and 2024, there are no stock options outstanding.

As at ~~June~~September 30, 2025, the Company has 4342,~~522~~067,~~722~~ 822 options or stock awards available for grant under the 2021 Plan.

NOTE 12 – NON-CONTROLLING INTEREST

~~SCHEDULE~~On August 19, 2024, the minority affiliates shareholder, OFthe ~~NON~~beneficial ~~CONTROLLING~~ownership ~~INTEREST~~of which includes the Company’s officers, exercised a warrant allowing it to exchange its 49% ownership in the Subsidiary for a 16.8% ownership of the Company. The remaining total $855,160 of non-controlled interest was eliminated against equity.

	June 30, 2025		June 30, 2024
Net loss Subsidiary	$	—	$	(27,191	)
Net loss attributable to the non-controlling interest		—		13,324
Net loss affecting Bioxytran		—		(13,867	)
Accumulated deficit		—		(3,955,108	)
Accumulated deficit attributable to the non-controlling interest		—		855,160
Accumulated deficit affecting Bioxytran		—		(3,099,948	)
Net equity non-controlling interest	$	—	$	(694,210	)

On August 19, 2024, the minority affiliates shareholder, the beneficial ownership of which includes the Company’s officers, exercised a warrant allowing it to exchange its 49% ownership in the Subsidiary for a 16.8% ownership of the Company.

NOTE 13 – COMMITMENTS AND CONTINGENCIES

Employment contracts

Our Executive Officers have entered into employment contracts and confidentiality, non-disclosure and assignment of invention agreements. The most substantial provisions include;

● Compensation of three (3) times the employee’s annual salary upon the Termination Date and any target bonus earned, or if termination occurs within 12 months of a change in control, then the terminated employee shall receive two (2) times the employee’s annual salary and any target bonus earned. ● Continued coverage under any health, medical, dental or vision program or policy, in which they were eligible to participate at the time of employment termination, for 12 months. ● Provide outplacement services through one or more outside firms of the employee’s choosing up to an aggregate of $50,000.

	●	Continued coverage under any health, medical, dental or vision program or policy, in which they were eligible to participate at the time of employment termination, for 12 months.
	●	Provide outplacement services through one or more outside firms of the employee’s choosing up to an aggregate of $50,000.

There are no other arrangements or plans in which we provide pension, retirement or similar benefits for any of Executive Officers or Directors.

Litigation

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Legal fees for such matters are expensed as incurred and we accrue for adverse outcomes as they become probable and estimable.

NOTE 14 – SUBSEQUENT EVENTS

~~The Company~~ SCHEDULE ~~has~~OF ~~evaluated~~PREFERRED ~~events~~STOCK ~~from~~ISSUED ~~June~~AND ~~30, 2025, through the date the financial statements were issued and did not identify any further subsequent events requiring disclosure.~~OUTSTANDING

16Issuances of Preferred Stock subsequent to September 30, 2025

Date		# Shares		Amount		Price/Share		Type	Notice
9/30/2025			43,429,639	$	4,774,544	$	0.110
11/14/2025	d		154,352	$	54,023	$	0.350	2021 Stock Plan	affiliates
11/14/2025			43,583,991	$	4,828,567	$	0.111

Issuances of Common Stock subsequent to September 30, 2025

Date			# Shares		Amount			Price/Share		Type	Notice
9/30/2025				88,992,243	$	12,842,896		$	0.144
10/29/2025	a			226,938		13,616			0.060	private placement
10/29/2025				—		(13,353	)		—	stock subscription
11/05/2025	a	*		9,288,000		395,600			0.043	private placement
11/13/2025	c			392,000		19,110			0.049	debt conversion
11/14/2025	d			204,692		14,328			0.070	2021 Stock Plan
11/14/2025				99,103,873	$	13,272,177		$	0.134

Issuances of Warrants subsequent to September 30, 2025

Date			# Warrants		wavg Term		wavg Exerc		Type	Notice
9/30/2025				1,342,030		2.2	$	0.29
11/05/2025	a	*		8,600,000		5.0		0.12	private placement
11/14/2025				9,942,030		4.6	$	0.14

Issuances from the 2021 Stock Plan subsequent to September 30, 2025

Date			# Shares		Amount		Price/Share		Type	Notice
9/30/2025				9,086,392	$	739,889	$	0.081
11/14/2025	d	**		771,760		54,023		0.070	stipend	affiliates
11/14/2025	d			204,692		14,328		0.070	stipend
11/14/2025				10,062,844	$	808,241	$	0.080

*	On November 5, 2025, the Company issued 8,600,000 shares of Common Stock at a price of $0.05 per share, as well as 8,600,000 (100% coverage) 55.0-year warrants exercisable to Common Stock at $0.12 per share, as part of a $430,000 private placement offering that closed on November 14, 2025. A commission of $34,400 (8%) was awared to the (Member FINRA / SIPC) broker, along with 688,000 (8%) shares of Common Stock, was directly integrated into the purchase.
**	The shares were issued as Preferred Stock, but are for comparative purpose expressed as Common share equivalents in this table.

a	The Company claims an exemption from the registration requirements of the Securities Act for the private placement of these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.
c	The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption in Rule 3(a)(9) of the Securities Act.
d	The Company claims an exemption from the registration requirements of the Securities Act for the Compensatory Benefit Plan pursuant to Rule 701 of the Securities Act.

The Company has evaluated events from September 30, 2025, through the date the financial statements were issued and did not identify any further subsequent events requiring disclosure.

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

The following discussion and analysis is based on, and should be read in conjunction with, the audited financial statements and the notes thereto for the two years ended December 31, 2024, included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 3, 2025. This discussion contains forward-looking statements. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report on Form 10-Q.

Overview

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.

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 51,000 times smaller than a red blood cell.

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

● 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 recruitment for the trial was completed on May 1, 2025. The results from the trial report, including issuance to the CDSCO, is scheduled for publication within the following 90 days. Provided positive trial results, the Company will schedule a Phase 3 clinical trial with the CDSCO. ● 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~~fourth quarter of 2025. ● 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”, the trial is expected to start in the ~~third~~fourth quarter of 2025. ● On April 19, 2023, the Company announced that its Acelluar Oxygen Carrier (“AOC”) BXT-25 had 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.

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~~As ~~Company~~at ~~currently~~September 30, 2025, the Company has one convertible loan outstanding at a total face value of $805,000 with an accrued interest of $~~204~~241,~~911~~433 and a ~~linked~~estimated derivative debt of $~~684~~419,~~002~~206. The remaining debt mounts to $1,~~066~~595,~~136~~ 517 (whereof $~~502~~541,~~255~~ 405 is owed to affiliates with an accrued interest of $2233,~~948~~707). As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit of $20,~~239~~522,~~366~~092 as at ~~June~~September 30, 2025. The accumulated deficit as at December 31, 2024, was $18,921,169.

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.

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.

17RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025, AND 2024

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.

OPERATING EXPENSES
Research and development	Three months ended				Six months ended
	June 30, 2025		June 30, 2024		June 30, 2025			June 30, 2024
Process development	$	—	$	—	$	100,000		$	—
Product development		—		—		(500	)		—
Regulatory		—		—		—			—
Clinical trials		102,500		—		352,500			—
Project management		—		—		—			27,000
Total research and development	$	102,500	$	—	$	452,000		$	27,000

OPERATING EXPENSES

●	During the three months ended June 30, 2025, the Company recorded $102,500 in clinical trial costs. During the three months ended June 30, 2024, the Company did not record any R&D expenses.
Research and development		Three months ended				Nine months ended
●	During the six months ended June 30, 2025, the Company recorded $452,000 in the development of the AOC. During the six months ended June 30, 2024, the Company recorded $27,000 in R&D expenses.
		September 30, 2025		September 30, 2024		September 30, 2025			September 30, 2024
Process development		$	—	$	—	$	100,000		$	—
Product development			—		50,500		(500	)		50,500
Regulatory			—		500		—			500
Clinical trials			—		—		352,500			—
Project management			—		—		—			27,000
Total research and development		$	—	$	51,000	$	452,000		$	78,000

General and Administrative		Three months ended				Six months ended
●	During the three months ended September 30, 2025, the Company did not record any R&D expenses. During the three months ended September 30, 2024, the Company record $51,000 R&D expenses.
		June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
●	During the nine months ended September 30, 2025, the Company recorded $452,000 in the development of the AOC. During the nine months ended September 30, 2024, the Company recorded $78,000 in R&D expenses.
Payroll and related expenses		$	—	$	163,031	$	1,284	$	540,153
Costs for legal, accounting and other professional services			30,519		61,609		85,189		63,723
Costs for professional services affiliates			—		—		5,000		—
Promotional expenses			6,000		286,125		21,000		308,125
Miscellaneous expenses			42,996		32,866		105,685		83,614
Compensation expense affiliates			25,016		10,691		41,267		179,101
Compensation expense			17,048		55,000		27,795		186,835
Total general and administrative		$	121,579	$	609,322	$	287,220	$	1,361,551

● Payroll and related expenses were $0 for the three months ended June 30, 2025, and $1,284 for the six months ended June 30, 2025, resulting from the Company’s Officers forfeiting payroll of $941,890, whereof $362,931 and $727,110 over the same periods, while $214,780 was accrued in 2024. (See note 7 for more details). For the same periods in 2024, the amount was $163,031 and $540,153, respectively. ● The Costs for legal, accounting and other professional services for the three and six months ended June 30, 2025, were $30,519 and $85,189 respectively, as compared to $61,609 and $63,723 for the three and six months ended June 30, 2024. The increased costs were a result of a mandated re-audit as a result of the prior auditors SEC suspension. ● Promotional expenses for the three and six months ended June 30, 2025, were $6,000 and $21,000 respectively, as compared to $286,125 and $308,125 for the three and six months ended June 30, 2024. Most of the Company’s promotional expenses was eliminated as a result of the stocks depressed market price. ● Miscellaneous G&A expenses during the three and six months ended June 30, 2025, was $42,996 and $105,685, respectively. During the three and six months ended June 30, 2024, was $32,866 and $83,614. ● Stock-based compensation amounted to $42,064 (of which $25,016 to affiliates) for the three months ended June 30, 2025. The stock-based compensation for the three months ended June 30, 2024, was $65,691 (of which $10,691 to affiliates). Stock-based compensation amounted to $69,062 (of which $41,267 to affiliates) for the six months ended June 30, 2025. Stock-based compensation amounted to $365,936 (of which $186,835 to affiliates) for the six months ended June 30, 2024 resulting from a bonus distribution in the first quarter of 2024.

General and Administrative	Three months ended					Nine months ended
	September 30, 2025			September 30, 2024		September 30, 2025		September 30, 2024
Payroll and related expenses	$	388,255		$	161,967	$	389,539	$	702,120
Costs for legal, accounting and other professional services		20,831			21,901		106,020		75,623
Costs for professional services affiliates		—			—		5,000		10,000
Promotional expenses		—			28,000		21,000		336,125
Miscellaneous expenses		43,178			44,465		148,863		128,079
Compensation expense		(4,383	)		8,416		36,884		187,517
Compensation expense affiliates		48,124			30,455		75,919		217,290
Total general and administrative	$	496,005		$	295,204	$	783,224	$	1,656,755

18● Payroll and related expenses were $388,255 for the three months ended September 30, 2025, and $389,539 for the nine months ended September 30, 2025, resulting from the Company’s Officers forfeiting payroll of $941,890, whereof $362,931 and $727,110 over the same periods, while $214,780 was accrued in 2024. (See note 7 for more details). For the same periods in 2024, the amount was $161,967 and $702,120, respectively. ● The Costs for legal, accounting and other professional services for the three and nine months ended September 30, 2025, were $20,831 and $111,020 (whereof $5,000 to affiliates) respectively, as compared to $21,901 and $85,623 (whereof $10,000 to affiliates) for the three and nine months ended September 30, 2024. The increased costs were a result of a mandated re-audit as a result of the prior auditors SEC suspension. ● Promotional expenses for the three and nine months ended September 30, 2025, were $0 and $21,000 respectively, as compared to $28,000 and $336,125 for the three and nine months ended September 30, 2024. Most of the Company’s promotional expenses were eliminated as a result of the stock’s depressed market price. ● Miscellaneous G&A expenses during the three and nine months ended September 30, 2025, was $43,178 and $148,863, respectively. During the three and nine months ended September 30, 2024, G&A was $44,465 and $128,079. ● Stock-based compensation amounted to $43,741 (of which $48,124 was to affiliates) for the three months ended September 30, 2025. The stock-based compensation for the three months ended September 30, 2024, was $38,871 (of which $30,455 was to affiliates). Stock-based compensation amounted to $112,802 (of which $75,919 was to affiliates) for the nine months ended September 30, 2025. Stock-based compensation amounted to $404,807 (of which $217,290 was to affiliates) for the nine months ended September 30, 2024 resulting from a bonus distribution in the first quarter of 2024.

Other expenses	Three months ended					Six months ended
	June 30, 2025			June 30, 2024		June 30, 2025		June 30, 2024
Gain/Loss of issuance	$	—		$	—	$	—	$	(235,245	)
Change in FV of Derivative		(307,402	)		—		497,350		—
Interest expense		30,112			19,731		61,269		46,105
Interest expense affiliates		15,265			1,058		15,998		2,515
Debt discount amortization		—			30,000		—		30,000
Amortization of IP		2,509			1,536		4,360		3,567
Total other income (expenses)	$	(259,516	)	$	52,325	$	578,977	$	(153,058	)

●

During the three months ended June 30, 2025, the interest expense was $45,377 (of which $15,265 were to affiliates), $2,509 was amortized from the Company’s IP and the derivative liability was reduced by $307,402. During the three months ended June 30, 2024, the Company recorded $30,000 in debt discount and the interest expense was $20,789 (of which $1,536 were to affiliates), $1,536 was amortized from the Company’s IP.

●

During the six months ended June 30, 2025, the interest expense was $77,267 (of which $15,998 were to affiliates), the Company amortized $4,360 from the Company’s IP and $30,000 in amortization of debt discount while the derivative liability increased by $497,350. In the same period in 2024 the Company recorded interest expenses of $48,620 (of which 2,515 were to affiliates) and amortized $3,567 in IP and $30,000 in debt discount as well as $348,637 of warrant amortization. The Company also recorded a gain of issuance of $235,245 in a revaluation of debt conversion.

Net Loss	Three months ended					Six months ended
	June 30, 2025		June 30, 2024			June 30, 2025			June 30, 2024
Net profit (loss) attributable to Bioxytran	$	35,437	$	(661,647	)	$	(1,318,197	)	$	(1,222,169	)
Loss per Common share, basic and diluted	$	0.00	$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted average number of Common shares outstanding, basic		88,839,723		176,605,978			88,940,600			171,264,464

● The Company generated a net profit for the three months ended June 30, 2025, of $35,437. In comparison, for the three months ended June 30, 2024, the Company generated a net loss of $661,647. The Company generated a net loss for the six months ended June 30, 2025, of $1,318,197. In comparison, for the six months ended June 30, 2024, the Company generated a net loss of $1,222,169. The significant fluctuations in net profit (loss) can be attributed to the Company’s derivative liability. For the three months ended June 30, 2025, the estimated change in fair value reduced the derivative liability by ($307,402), while for the six months ended June 30, 2025, the estimate of the change in fair value increased the derivative liability by $497,350.

Non-Controlling Interest

		June 30, 2025				June 30, 2024
Net loss attributable to the non-controlling interest		$	—			$	13,324

● For the six months ended June 30, 2024, there was a non-controlling interest attribution of $13,324, 100% of the subsidiary’s shares were acquired in 2024, why the attribution of $13,324 is for the period prior to the acquisition.

LIQUIDITY AND CAPITAL RESOURCES
Cash and Cash Equivalents	June 30, 2025		December 31, 2024
Cash	$	3,144	$	5,154
Total current assets	$	3,144	$	5,154

● As of June 30, 2025, our current assets consisted of $3,144 in cash. At December 31, 2024 we had $5,154 in cash.

Current Liabilities	June 30, 2025		December 31, 2024
Accounts payable and accrued expenses	$	688,722	$	271,308
Accounts payable and accrued expenses affiliates		22,948		154,236
Un-issued shares liability		15,602		91,729
Un-issued shares liability affiliates		26,242		132,639
Short term loan affiliates		502,255		241,078
Short term loan		38,000		48,000
Convertible notes payable, net of discount		805,000		805,000
Derivative Liability		684,002		186,652
Total current liabilities	$	2,782,771	$	1,930,642

● At June 30, 2025, we had total liabilities of $2,782,771, which consisted of $711,670 in accounts payable and accrued expenses (of which $22,948 was payable to related parties), $41,844 in un-issued shares (of which $26,242 was payable to related parties), and $805,000 in one convertible loan coupled with a derivative liability of $684,002 and $502,255 in a loan from affiliates and $38,000 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 $154,236 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.

Other expenses	Three months ended						Nine months ended
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Gain/Loss of issuance	$	—		$	—		$	—		$	235,245
Change in FV of Derivative		264,796			—			(232,554	)		—
Interest expense		(36,522	)		(17,845	)		(97,791	)		(63,950	)
Interest expense affiliates		(10,759	)		(1,809	)		(26,757	)		(4,324	)
Amortization of IP		(4,236	)		(1,516	)		(8,596	)		(5,083	)
Debt discount amortization		—			(25,000	)		—			(55,000	)
Total other income (expenses)	$	213,279		$	(46,170	)	$	(365,698	)	$	106,888

Net Working Capital and Accumulated Deficit		June 30, 2025			December 31, 2024
●	During the three months ended September 30, 2025, the interest expense was $47,281 (of which $10,759 was to affiliates), $4,236 was amortized from the Company’s IP and the derivative liability was reduced by $264,796. During the three months ended September 30, 2024, the Company recorded $25,000 in debt discount and the interest expense was $19,654 (of which $1,809 was to affiliates), $1,516 was amortized from the Company’s IP.
Net working capital		$	(2,779,627	)	$	(1,925,488	)
●	During the nine months ended September 30, 2025, the interest expense was $124,548 (of which $26,757 was to affiliates), the Company amortized $8,596 from the Company’s IP while the derivative liability increased by $232,554. In the same period in 2024 the Company recorded interest expenses of $68,274 (of which $4,324 was to affiliates) and amortized $5,083 in IP and $55,000 in debt discount. The Company also recorded a gain of issuance of $235,245 in a revaluation of debt conversion.
Accumulated deficit		$	(20,239,366	)	$	(18,921,169	)

● At June 30, 2025, the net working capital was negative ($2,779,627) and the accumulated deficit of $20,239,366. 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.

Net Loss	Three months ended						Nine months ended
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Net profit (loss) attributable to Bioxytran	$	(282,726	)	$	(392,374	)	$	(1,600,922	)	$	(1,614,543	)

Loss per Common share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.02	)	$	(0.01	)

Weighted average number of Common shares outstanding, basic		88,992,242			126,391,176			88,942,337			153,821,016

CASH-FLOWS
	June 30, 2025			June 30, 2024
Net cash used in operating activities	$	(248,010	)	$	(179,832	)
Net cash used in investing activities		(15,177	)		(5,302	)
Net cash provided by financing activities		261,177			172,570
Net increase (decrease) in cash		(2,010	)		(12,564	)
Cash, beginning of period		5,154			26,086
Cash, end of period	$	3,144		$	13,522

●

The Company generated a net loss for the three months ended September 30, 2025, of $282,726. In comparison, for the three months ended September 30, 2024, the Company generated a net loss of $392,374. The Company generated a net loss for the nine months ended September 30, 2025, of $1,600,922. In comparison, for the nine months ended September 30, 2024, the Company generated a net loss of $1,614,543.

● Net cash used in operating activities was $(248,010) and $(179,832) for the six months ended June 30, 2025, and 2024, respectively. ● Net cash used in investing activities: In the six months ended June 30, 2025, the Company invested $15,177 in IP filing fees. In the six months ended June 30, 2024, the amount was $5,302. ● Cash flows from financing activities were 261,177 and $172,570 for the six months ended June 30, 2025, and 2024, respectively. ● The available cash was $3,144 and $13,522 in the end of the six months ended June 30, 2025, and 2024, respectively.

Non-Controlling Interest
	September 30, 2025		September 30, 2024
Net loss attributable to the non-controlling interest	$	—	$	13,324

Cash Proceeds from Financing Activities	June 30, 2025		June 30, 2024
Cash proceeds from financing activities
Proceeds from stock sales	$	—	$	63,000
Proceeds from issuance of convertible notes payable		—		61,500
Short-term loans		—		38,000
Short-term loans from affiliates		261,177		10,070
Net cash provided by financing activities	$	261,177	$	172,570

●

For the nine months ended September 30, 2024, there was a non-controlling interest attribution of $13,324, 100% of the subsidiary’s shares were acquired on August 19, 2024, why the attribution of $13,324 is for the period prior to the acquisition. The remaining total $855,160 of non-controlled interest was eliminated against equity.

●LIQUIDITY AND ~~During~~CAPITAL the six months ending June 30, 2025, the Company had not raised any funds, but borrowed $261,177 from its affiliates. During the six months ending June 30, 2024, the Company had raised $63,000 in equity and $61,500 in form of a convertible note and converted $38,000 from accounts payables to short-term debt and also borrowed $10,070 from an affiliate. 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 2025.RESOURCES

Cash and Cash Equivalents
	September 30, 2025		December 31, 2024
Cash	$	14,499	$	5,154
Total current assets	$	14,499	$	5,154

●	As of September 30, 2025, our current assets consisted of $14,499 in cash. At December 31, 2024 we had $5,154 in cash.

Current Liabilities
	September 30, 2025		December 31, 2024
Accounts payable and accrued expenses	$	823,453	$	271,308
Accounts payable and accrued expenses affiliates		322,457		154,236
Un-issued shares liability		38,522		91,729
Un-issued shares liability affiliates		60,894		132,639
Short term loan affiliates		541,405		241,078
Short term loan		50,000		48,000
Convertible notes payable, net of discount		805,000		805,000
Derivative Liability		419,206		186,652
Total current liabilities	$	3,060,937	$	1,930,642

●

At September 30, 2025, we had total liabilities of $3,060,937, which consisted of $1,145,910 in accounts payable and accrued expenses (of which $322,457 was payable to related parties), $99,416 in un-issued shares (of which $60,894 was payable to related parties), and $805,000 in one convertible loan coupled with a derivative liability of $419,206 and $541,405 in a loan from affiliates and $50,000 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 $154,236 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 loans from affiliates and $48,000 in other short-term loans.

Net Working Capital and Accumulated Deficit
	September 30, 2025			December 31, 2024
Net working capital	$	(3,046,438	)	$	(1,925,488	)

Accumulated deficit	$	(20,522,092	)	$	(18,921,169	)

●

At September 30, 2025, the net working capital was negative $3,046,438 and the accumulated deficit of $20,522,092. 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.

CASH-FLOWS

	September 30, 2025			September 30, 2024
Net cash used in operating activities	$	(289,484	)	$	(253,379	)

Net cash used in investing activities		(16,851	)		(16,123	)

Net cash provided by financing activities		315,680			278,088

Net increase (decrease) in cash		9,345			8,586
Cash, beginning of period		5,154			26,086
Cash, end of period	$	14,499		$	34,672

●	Net cash used in operating activities was $289,484 and $253,379 for the nine months ended September 30, 2025, and 2024, respectively.
●	Net cash used in investing activities: In the nine months ended September 30, 2025, the Company invested $16,851 in IP filing fees. In the nine months ended September 30, 2024, the amount was $16,123.
●	Cash flows from financing activities were $315,680 and $278,088 for the nine months ended September 30, 2025, and 2024, respectively.
●	The available cash was $14,499 and $34,672 in the end of the nine months ended September 30, 2025, and 2024, respectively.

Cash Proceeds from Financing Activities
	September 30, 2025		September 30, 2024
Cash proceeds from financing activities
Proceeds from stock sales	$	—	$	63,000
Stock subscription for cash		13,353		—
Proceeds from note sales		—		61,500
Short-term loans		2,000		38,000
Short-term loans from affiliates		300,327		115,588
Net cash provided by financing activities	$	315,680	$	278,088

●

During the nine months ending September 30, 2025, the Company raised $13,353 in stock subscriptions and borrowed $302,327 (whereof $300,327 was from affiliates). During the nine months ending September 30, 2024, the Company had raised $63,000 in equity and $61,500 in form of a convertible note and converted $38,000 from accounts payables to short-term debt and also borrowed $115,588 from an affiliate. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of October 2025.

Upcoming Financing Activities

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. ~~The~~On November 14, 2025, the Company isclosed ~~actively~~a ~~working~~Private onPlacement ~~finding~~Offering ~~financing~~under Regulation D of $430,000 ~~alternatives~~for in8,600,000 ~~order~~units toat ~~continue~~a ~~its~~price ~~regulatory~~of ~~approval~~$0.05 ~~activities~~per unit. Each unit consisted of one (1) share of Common Stock and ~~intends~~one to(1) ~~issue~~warrant share exercisable at $0.12 per share. The shares were offered through a ~~Private~~broker ~~Placement~~(Member ~~Offering~~FINRA ~~under~~/ ~~Regulation D~~SIPC) inagainst ~~the~~a ~~order~~fee, of $2(i) ~~million~~8.0% inof the ~~spring~~gross proceeds in cash, and (ii) 8.0% of ~~2025~~units sold in shares of Common Stock.

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.

COMMITMENTS

We have no current commitment from our Officers and Directors or any of our shareholders, to supplement our operations or provide us with financing in the future. If we are unable to raise additional capital from conventional sources and/or additional sales of stock in the future, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to obtain financing could have a substantial adverse effect on our business and financial results. In the future, we may be required to seek additional capital by selling debt or equity securities, selling assets, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.

Contractual Obligations

	June 30, 2025		December 31, 2024
	September 30, 2025		December 31, 2024
Interest on notes payable	$	~~204~~241,~~911~~433	$	143,642
Convertible notes payable		805,000		805,000
Total	$	1,~~009~~046,~~911~~433	$	948,642

● As at ~~June~~September 30, 2025, our contractual obligations include one convertible note with a principal of $805,000, the accrued interest for these notes mounting to $~~204~~241,~~911~~433. 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.

The Company’s Executive Officers have entered employment contracts and confidentiality, non-disclosure and assignment of invention agreements.

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.

The most substantial changes encompass;

	●	Compensation of three times the annual salary upon the Termination Date, plus any target bonus earned.
	●	Continued coverage under any health, medical, dental or vision program or policy in which they were eligible to participate at the time of your employment termination for 12 months.
	●	Provide outplacement services through one or more outside firms of their choosing up to an aggregate of $50,000.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

In presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it could result in a material adverse impact to our results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented below are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results. However, the majority of our businesses operate in environments where we pay a fee for a service performed, and therefore the results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex.

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.

2122

Stock Based Compensation

The Company has share-based compensation plans under which non-employees, consultants and suppliers may be granted restricted stock, as well as options to purchase shares of Company Common Stock at the fair market value at the time of grant. Stock-based compensation cost is measured by the Company at the grant date, based on the fair value of the award over the requisite service period.

The Company applies ASC 718 for options, Common Stock and other equity-based grants to its employees and Directors. ASC 718 requires measurement of all employee equity-based payment awards using a fair-value method and recording of such expense in the consolidated financial statements over the requisite service period. The fair value concepts have not changed significantly in ASC 718; however, in adopting this standard, companies must choose among alternative valuation models and amortization assumptions. After assessing alternative valuation models and amortization assumptions, the Company will continue using both the Black-Scholes valuation model and straight-line amortization of compensation expense over the requisite service period for each separately vesting portion of the grant.

Fair Value

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 3 is not applicable because we are a smaller reporting company, as defined by § 229.10(f)(1).

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) reviewed the effectiveness of our disclosure controls and procedures as at the end of the period covered by this report and concluded that as at ~~June~~September 30, 2025, (i) the Company’s disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation, our principal executive officer and principal financial officer concluded as at the evaluation date that our disclosure controls and procedures were not effective due primarily to a material weakness in the segregation of duties in the Company’s internal controls.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of ~~June~~September 30, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring ~~Organizations~~ Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

2223

As disclosed in our previous filings, there are material weaknesses in the Company’s internal control over financial reporting due to the fact that the Company does not have an adequate process established to ensure appropriate levels of review of accounting and financial reporting matters, which resulted in our closing process not identifying all required adjustments and disclosures in a timely fashion. The Company’s CEO/CFO has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.

Although the Company has hired a consultant to assist with SEC reporting and accounting matters, we expect that the Company will need to hire accounting personnel with the requisite knowledge to improve the levels of review of accounting and financial reporting matters. The Company may experience delays in doing so and any such additional employees would require time and training to learn the Company’s business and operating processes and procedures. For the near-term future, until such personnel are in place, this will continue to constitute a material weakness in the Company’s internal control over financial reporting that could result in material misstatements in the Company’s financial statements not being prevented or detected.

Because of the above material weakness, management has concluded that we did not maintain effective internal control over financial reporting as of ~~June~~September 30, 2025, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO ~~revised~~ revised in May 2013.

No Attestation Report by Independent Registered Accountant

The effectiveness of our internal control over financial reporting as of ~~June~~September 30, 2025, has not been audited by our independent registered public accounting firm by virtue of our exemption from such requirement as a smaller reporting company.

Changes in Internal Controls Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) ~~during~~ during the ~~six~~nine months ended ~~June~~September 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal ~~control~~ control over financial reporting.

Inherent Limitations on Effectiveness of Controls

The Company’s management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

2324

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company may become involved in certain legal proceedings and claims which arise in the normal course of business.

Item 1A. Risk Factors

Smaller reporting companies are not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of equity securities sold during the period covered by this Report that were not previously included in a Current Report on Form 8-K.

The Company claims an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) for the private placement of these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.

Item 3. Defaults Upon Senior Securities

There are currently no defaults upon Senior Securities.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None

Item 6. Exhibits

Exhibit No.		Title of Document
31.1	*	Certification of Principal Executive and Financial Officers pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
32.1	**	Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 (Chief Executive and Financial Officer).
100	*	The following financial statements from the Quarterly Report on Form 10-Q of BIOXYTRAN, Inc. for the quarter ended ~~June~~September 30, 2025, formatted in XBRL: (i) Condensed Balance Sheets (unaudited), (ii) Condensed Statements of Operations (unaudited), (iii) Condensed Statements of Cash Flows (unaudited), and (iv) Notes to Condensed Financial Statements (unaudited), tagged as blocks of text.
101.INS	*	Inline XBRL Instance Document
101.SCH	*	Inline XBRL Taxonomy Extension Schema Document
101.CAL	*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	*	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed as an exhibit hereto.

**	These certificates are furnished to, but shall not be deemed to be filed with, the Securities and Exchange Commission.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

	BIOXYTRAN, INC.
Date: August 11, 2025	By:	/s/ David Platt
Date: November 14, 2025	By:	/s/ David Platt
		David Platt
		Chief Executive Officer
		/s/ Ola Soderquist
		Ola Soderquist
		Chief Financial Officer

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