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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 ~~September~~March 3031, ~~2024~~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, Suite 605, Needham Heights, MA		02494-2863
(Address of principal executive offices)		(Zip Code)

617-454-1199

(Registrant’s telephone number, including area code)

617-494-1199

(Former Telephone Number, if Changed Since the Last Report)

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 ~~October~~May 2515, ~~2024~~2025, was 8588,~~782~~992,~~908~~243.

BIOXYTRAN, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
	Item 1.	Unaudited Condensed Consolidated Financial Statements	1
		Balance Sheets as of September 30, 2024, and December 31, 2023, (Unaudited)	1
		Consolidated Balance Sheets as of March 31, 2025, and December 31, 2024, (Unaudited)		1
		Statements of Operations for the three and nine months ended September 30, 2024, and 2023, (Unaudited)	2
		Consolidated Statements of Operations for the three months ended March 31, 2025, and 2024, (Unaudited)		2
		Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2024, and 2023, (Unaudited)	3
		Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2025, and 2024, (Unaudited)		3
		Statements of Cash Flows for the nine months ended September 30, 2024, and 2023, (Unaudited)	5
		Consolidated Statements of Cash Flows for the three months ended March 31, 2025, and 2024, (Unaudited)		4
		Notes to Unaudited Condensed Consolidated Financial Statements	6	5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21	18
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26	23
	Item 4.	Controls and Procedures	26	24
PART II - OTHER INFORMATION
	Item 1.	Legal Proceedings	28	25
	Item 1A.	Risk Factors	28	25
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28	25
	Item 3.	Defaults Upon Senior Securities	28	25
	Item 4.	Mine Safety Disclosures	28	25
	Item 5.	Other Information	28	25
	Item 6.	Exhibits	29	26
SIGNATURES			30	27

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., September 30, 2024

BIOXYTRAN, INC.

~~CONDENSED~~ CONSOLIDATED BALANCE SHEETS

ASMARCH ~~OF SEPTEMBER 30~~31, ~~2024,~~2025 AND DECEMBER 31, ~~2023~~2024

	September 30, 2024			December 31, 2023
	(unaudited)			(restated)
ASSETS
Current assets:
Cash	$	34,672		$	26,086
Total current assets		34,672			26,086
Capitalized patent costs, net		124,336			111,552
Total fixed assets		124,336			111,552
Total assets	$	159,008		$	137,638
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued operative expenses	$	98,426		$	72,553
Accounts payable affiliate		35,084			2,000
Accrued interest		123,352			223,759
Accrued interest affiliate		2,934			—
Accrued interest		2,934			—
Un-issued shares liability		10,194			510,284
Un-issued shares liability affiliate		40,000			515,904
Un-issued shares liability		40,000			515,904
Short term loan		38,000			—
Short term loan affiliate		140,588			25,000
Short term loan		140,588			25,000
Convertible notes payable, net of premium and discount		755,000			1,900,000
Total current liabilities		1,243,578			3,249,500
Total liabilities		1,243,578			3,249,500
Commitments and contingencies		—			—
Stockholders’ deficit:
Preferred stock, $0.001 par value; 50,000,000 shares authorized, 28,893,618 and nil issued and outstanding as at September 30, 2024, and December 31, 2023.		28,894			—
Common stock, $0.001 par value; 300,000,000 shares authorized; 82,238,648 and 145,642,333 issued and outstanding as at September 30, 2024, and December 31, 2023		82,239			145,642
Additional paid-in capital Common Stock		17,103,158			13,012,670
Non-controlling interest		—			(680,886	)
Accumulated deficit		(18,298,861	)		(15,589,288	)
Total stockholders’ deficit		(1,084,570	)		(3,111,862	)
Total liabilities and stockholders’ deficit	$	159,008		$	137,638

UNAUDITED

See the accompanying notes to these unaudited condensed consolidated financial statements

	March 31, 2025 unaudited			December 31, 2024
ASSETS
Current assets:
Cash	$	4,348		$	5,154
Total current assets		4,348			5,154

Intangibles, net		131,704			133,540

Total assets	$	136,052		$	138,694

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	555,792		$	271,308
Accounts payable affiliates		7,683			154,236
Un-issued shares liability		11,920			91,729
Un-issued shares liability affiliates		16,680			132,639
Un-issued shares liability		16,680			132,639
Loan from related Party		407,610			241,078
Other short-term loans		48,000			48,000
Convertible notes payable, net of premium and discount		805,000			805,000
Derivative liability		991,404			186,652
Total current liabilities		2,844,089			1,930,642

Total liabilities		2,844,089			1,930,642

Commitments and contingencies		—			—

Stockholders’ deficit:
Preferred stock, $0.001 par value; 50,000,000 shares authorized, and 43,398,388 and 43,158,248 issued and outstanding as at March 31, 2025, and as at December 31, 2024, respectively		43,398			43,158
Common stock, $0.001 par value; 400,000,000 shares authorized; 88,881,859 and 86,782,908 issued and outstanding as at March 31, 2025, and December 31, 2024, respectively		88,882			86,783
Additional paid-in capital		17,434,486			16,999,280
Accumulated deficit		(20,274,803	)		(18,921,169	)
Total stockholders’ deficit		(2,708,037	)		(1,791,948	)

Total liabilities and stockholders’ equity	$	136,052		$	138,694

See the accompanying notes to these consolidated financial statements

BIOXYTRAN, INC.

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE ~~AND NINE~~ -MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024,~~2025 AND ~~2023~~2024

(UNAUDITED)

	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
	March 31, 2025			March 31, 2024
	Three months ended						Nine months ended
	Three-months ended
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
	March 31, 2025			March 31, 2024
				(restated)						(restated)
Operating expenses:
Operating expenses:
Research and development	$	349,500		$	27,000
Research and development	$	51,000		$	316,129		$	78,000		$	604,771
General and administrative		148,770			320,997
General and administrative		153,886			232,778			768,050			893,217
General and administrative affiliates		16,872			431,232
General and administrative affiliate		102,447			298,000			488,523			1,138,130
Total operating expenses		515,142			779,229
Compensation Expense		8,416			81,318			187,517			82,528
Loss from operations		(515,142	)		(779,229	)
Compensation Expense affiliate		30,455			57,240			217,290			74,740
Other expenses:
Total operating expenses		346,204			985,465			1,739,380			2,793,386
Gain/Loss of issuance		—			235,245
Loss from operations		(346,204	)		(985,465	)		(1,739,380	)		(2,793,386	)
Change in fair value (“FV”) of derivative		(804,752	)		—
Other expenses:
Interest expense		(31,157	)		(26,374	)
Interest expense		(17,845	)		(48,701	)		(63,950	)		(155,399	)
Interest expense affiliate		(733	)		(1,457	)
Interest expense affiliate		(1,809	)		—			(4,324	)		—
Amortization of Intellectual Property		(1,851	)		(2,031	)
Loss on issuance		—			(91,686	)		—			(91,686	)
Total other expenses		(838,493	)		205,383
Amortization of IP		(1,516	)		(1,803	)		(5,083	)		(4,505	)
Net loss before provision for income taxes		(1,353,635	)		(573,846	)
Debt discount amortization and issuance of warrants		(25,000	)		—			(55,000	)		(348,637	)
Provision for income taxes		—			—
Total other income (expenses)		(46,170	)		(142,190	)		(128,357	)		(600,227	)
Net loss		(1,353,635	)		(573,846	)
Net loss before provision for income taxes		(392,374	)		(1,127,655	)		(1,867,737	)		(3,393,613	)
Net loss attributable to the non-controlling interest		—			13,324
Provision for income taxes		—			—			—			—
NET LOSS ATTRIBUTABLE TO BIOXYTRAN	$	(1,353,635	)	$	(560,522	)
NET LOSS		(392,374	)		(1,127,655	)		(1,867,737	)		(3,393,613	)
Loss per common share, basic and diluted	$	(0.02	)	$	(0.00	)
Net loss attributable to the non-controlling interest		—			34,777			13,324			68,435
Weighted average number of common shares outstanding, basic and diluted		88,839,723			163,449,452
NET LOSS ATTRIBUTABLE TO BIOXYTRAN	$	(392,374	)	$	(1,092,878	)	$	(1,854,413	)	$	(3,325,178	)
Loss per Common share, basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.03	)
Weighted average number of Common shares out-standing, basic and diluted		126,391,176			136,443,056			153,821,016			129,441,332

See the accompanying notes to these ~~unaudited condensed~~ consolidated financial statements

BIOXYTRAN, INC.

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE ~~AND NINE~~ -MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024,~~2025 AND ~~2023~~2024

(UNAUDITED)

	Shares		Amount		Shares			Amount			in Capital			~~Deficit~~issued			~~Int.~~Deficit			~~Equity~~interest			(Deficit)
	Common Stock				Preferred Stock						~~Add.~~Additional Paid in			~~Accumul.~~Shares sold not			~~Non- contr.~~Accumulated			~~Total~~Non-controlling			Total Share-holder Equity
	Shares		Amount		Shares			Amount			in Capital			~~Deficit~~issued			~~Int.~~Deficit			~~Equity~~interest			(Deficit)
January 1, 2023		123,252,235	$	123,252		—		$	—		$	8,392,430		$	(11,217,600	)	$	(590,628	)	$	(3,292,546	)
1/1/2024		144,642,333	$	144,642		—		$	—		$	13,085,715		$	45,000		$	(15,699,327	)	$	(680,886	)	$	(3,104,856	)
Stock transactions		250,000		250								79,750									80,000
Stock subscriptions issued		333,333		333								44,667			(45,000	)								—
Stock subscription		-										(30,000	)								(30,000	)
Shares issued affiliates - 2021 Plan		1,190,460		1,190		-			-			121,983												123,173
Net loss attr to the non-contr int.																		(32,894	)		(32,894	)
Shares issued - 2021 Plan		1,643,231		1,643								164,486												166,129
Net loss						-			-						(785,083	)					(785,083	)
Shares issued for the conversion of accounts payable affiliates		7,305,097		7,305								757,001												764,306
March 31, 2023		123,502,235	$	123,502		—		$	—		$	8,442,180		$	(12,002,683	)	$	(623,522	)	$	(4,060,523	)
Shares issued for the conversion of accounts payable		3,703,704		3,704								367,404												371,108
Stock transactions		192,411		192								64,808									65,000
Shares issued for the conversion of notes payable and accrued interest		9,857,092		9,857								1,253,705												1,263,562
Issuance stock plan affiliate		110,000		110								50,090									50,200
Conversion of warrants		4,356,778		4,357								(4,357	)											—
Issuance stock plan other		4,000		4								1,786									1,790
Net loss attributable to non-controlling interest																					(13,324	)		(13,324	)
Conversion of debt affiliate		6,763,562		6,764								2,157,576									2,164,340
Net loss																		(560,522	)					(560,522	)
Conversion of debt other		137,656		138								43,912									44,050
3/31/2024		173,032,028	$	173,031		—		$	—		$	15,790,604		$	—		$	(16,259,849	)	$	(694,210	)	$	(990,424	)
Convertible note		1,325,430		1,325								170,981									172,306
1/1/2025		86,782,908	$	86,783		43,158,248		$	43,158		$	16,999,279		$	—		$	(18,921,169	)	$	—		$	(1,791,948	)
Issuance of warrants												348,637									348,637
Balance		86,782,908		86,783		43,158,248			43,158			16,999,279			—			(18,921,169	)		—			(1,791,948	)
Net loss attr to the non-contr int.																		(764	)		(764	)
Shares issued to BOD & Mgmnt - 2021 Plan		—		—		390,140			390			131,076			-						-			131,466
Net loss						-			-						(1,447,218	)					(1,447,218	)
Shares issued to consultants - 2021 Plan		1,348,951		1,349		—			—			89,951												91,300
June 30, 2023		132,035,294	$	132,035		—		$	—		$	11,279,970		$	(13,449,901	)	$	(624,286	)	$	(2,662,182	)
Conversion between stock classes		750,000		750		(150,000	)		(150	)		(600	)											—
Stock transactions		3,188,459		3,188								387,173									390,361
Payroll forfeiture by Mgmnt *												214,780												214,780
Issuance stock plan affiliate		120,000		120								17,820									17,940
Net loss																		(1,353,635	)					(1,353,635	)
Issuance stock plan other		477,000		477								70,835									71,312
3/31/2025		88,881,859	$	88,882		43,398,388		$	43,398		$	17,434,486		$	—		$	(20,274,803	)	$	—		$	(2,708,037	)
Conversion of debt affiliate		5,824,741		5,825								824,201									830,026
Balance		88,881,859	$	88,882		43,398,388		$	43,398		$	17,434,486		$	—		$	(20,274,803	)	$	—		$	(2,708,037	)
Conversion of debt other		1,600,000		1,600								190,400									192,000
Convertible note		1,109,861		1,110								143,172									144,282
Net loss attr to the non-contr int.						-			-									(34,777	)		(34,777	)
Net loss						-			-						(1,092,878	)					(1,092,878	)
September 30, 2023 (restated)		144,355,355	$	144,355		—		$	—		$	12,913,571		$	(14,542,779	)	$	(659,063	)	$	(2,143,916	)

*	The transaction originating from the Company’s Officers forfeiting $578,959 in accrued payroll.

See the accompanying notes to these consolidated financial statements

	Common Stock						Preferred Stock				Add. Paid			Accumul.			Non- contr.			Total
	Shares			Amount			Shares		Amount		in Capital			Deficit			Int.			Equity
January 1, 2024		145,642,333		$	145,642			—	$	—	$	13,012,670		$	(15,589,288	)	$	(680,886	)	$	(3,111,862	)
Stock transactions		(1,000,000	)		(1,000	)						1,000									—
Stock subscription		333,333			333							(333	)								—
Issuance stock plan affiliate		1,190,460			1,191							130,645									131,836
Issuance stock plan other		1,643,231			1,643							166,805									168,448
Conversion of debt affiliate		3,599,289			3,599							482,305									485,904
Conversion of debt other		7,409,512			7,410							877,994									885,404
Exercise of warrants		4,356,778			4,357							(4,357	)					-			—
Convertible note		9,857,092			9,857							1,253,705									1,263,562
Net loss attr to the non-contr int.																		(13,324	)		(13,324	)
Net loss								-		-					(800,329	)		-			(800,329	)
March 31, 2024		173,032,028		$	173,032			—	$	—	$	15,920,434		$	(16,389,617	)	$	(694,210	)	$	(990,361	)
Stock transactions		580,396			580							62,420						-			63,000
Issuance stock plan affiliate		241,938			242							29,758									30,000
Issuance stock plan other		36,246			36							10,659									10,695
Conversion of debt		2,277,397			2,277							283,848									286,125
Convertible note		1,248,423			1,249							161,046									162,295
Net loss								-		-					(661,710	)		-			(661,710	)
June 30, 2024		177,416,428		$	177,416			—	$	—	$	16,468,165		$	(17,051,327	)	$	(694,210	)	$	(1,099,956	)
Balance		177,416,428		$	177,416			—	$	—	$	16,468,165		$	(17,051,327	)	$	(694,210	)	$	(1,099,956	)
Issuance stock plan affiliate		454,546			455			-		-		45,000									45,455
Issuance stock plan other		84,646			85							8,380									8,465
Conversion to Pref Stock affiliate		(95,716,972	)		(95,717	)		19,143,396		19,144		76,573									—
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	)
September 30, 2024		82,238,648		$	82,239			28,893,618	$	28,894	$	17,103,158		$	(18,298,861	)	$	—		$	(1,084,570	)
Balance		82,238,648		$	82,239			28,893,618	$	28,894	$	17,103,158		$	(18,298,861	)	$	—		$	(1,084,570	)

BIOXYTRAN, INC.

~~See the~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF toCASH ~~these unaudited condensed consolidated financial statements~~FLOWS

FOR THE THREE-MONTHS ENDED MARCH 31, 2025 AND 2024

UNAUDITED

	March 31, 2025			March 31, 2024
	Three-months ended
	March 31, 2025			March 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,353,635	)	$	(573,846	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of Intellectual Property		1,851			2,031
Stock-based compensation expense		16,251			168,410
Stock-based compensation expense, affiliate		10,747			131,835
Change in FV of Derivative		804,752			—
Interest paid in conversion of note payable		—			163,562
Changes in operating assets and liabilities:
Shares due for debt conversion		—			(500,000	)
Shares due for debt conversion affiliates		—			(485,904	)
Accounts payable and accrued expenses		499,264			210,512
Accounts payable affiliates		(146,553	)		773,833
Net cash used in operating activities		(167,323	)		(109,567	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in intangibles		(15	)		(5,995	)
Net cash used in investing activities		(15	)		(5,995	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term loans		—			38,000
Short-term loans, affiliates		166,532			—
Proceeds from sales of convertibles		—			61,500
Net cash provided by financing activities		166,532			99,500

Net decrease in cash		(806	)		(16,062	)
Cash, beginning of period		5,154			26,086
Cash, end of period	$	4,348		$	10,024

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$	—		$	163,562
Income taxes paid		—			—
NON-CASH INVESTING & FINANCING ACTIVITIES:
Common shares issued for the conversion of notes payable and accrued interest		—			1,263,562
Issuance of shares classified as unissued in prior quarter, affiliates		131,466			507,242
Issuance of shares classified as unissued in prior quarter		91,300			507,315
Common shares issued for the conversion of accounts payable affiliates		—			764,306
Common shares issued for the conversion of accounts payable	$	—		$	371,108

See the accompanying notes to these consolidated financial statements

BIOXYTRAN, INC.

~~CONDENSED CONSOLIDATED~~NOTES ~~STATEMENTS~~TO OFTHE ~~CASH~~CONSOLIDATED ~~FLOWS~~FINANCIAL STATEMENTS

~~FOR THE~~AS ~~NINE~~AT ~~MONTHS~~MARCH ~~ENDED SEPTEMBER 30~~31, ~~2024,~~2025 AND ~~2023~~2024

(UNAUDITED)

	September 30, 2024			September 30, 2023
	Nine months Ended
	September 30, 2024			September 30, 2023
				(restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,867,737	)	$	(3,393,613	)
Adjustments to reconcile net loss to net cash used in operating activities:
Debt discount amortization, incl. issuance of warrants		55,000			348,637
Amortization of IP		5,083			4,505
Stock-based compensation		187,517			82,528
Stock-based compensation affiliate		217,290			74,740
Loss on issuance		—			91,686
Interest paid for note conversion		164,357			51,588
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		565,789			(208,773	)
Accounts payable affiliate		574,654			2,265,953
Net cash used in operating activities		(98,047	)		(682,749	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in intangibles		(17,867	)		(37,740	)
Net cash used in investing activities		(17,867	)		(37,740	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock sales		63,000			505,361
Proceeds from issuance of convertible notes payable		61,500			—
Net cash provided by financing activities		124,500			505,361
Net increase (decrease) in cash		8,586			(215,128	)
Cash, beginning of period		26,086			295,401
Cash, end of period	$	34,672		$	80,273
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	—		$	52,425
Income taxes paid		—			—
NON-CASH INVESTING & FINANCING ACTIVITIES
Issuance of warrants		—			348,637
Debt discount on convertible note		55,000			—
Common shares issued for the conversion of principal and accrued interest		1,425,857			316,588
Common shares issued for the conversion of accounts payable		1,171,529			—
Common shares issued for the conversion of accounts payable affiliate	$	839,744		$	—

See the accompanying notes to these unaudited condensed consolidated financial statements

BIOXYTRAN, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024, AND 2023

(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~~carbohydrate drugs. ~~designed~~One toof the ~~address~~primary areas of focus of our drug candidate is alleviating diseases or conditions that are a result of hypoxia, (which is defined as a lack of oxygen to tissues). If hypoxia is not addressed quickly the lack of oxygen to tissues, results in ~~humans~~many cases in necrosis, which is the death of cells comprising body tissue. Necrosis cannot be reversed. Our lead drug candidate, code named BXT-25, is an oxygen-carrying small molecule consisting of mammal hemoglobin stabilized with a co-polymer with intended applications to include treatment of hypoxic conditions in the brain. The tiny size of the molecule compared to a whole red blood cell enables permeation of clots that could be a result of a stroke, heart attack, pulmonary embolism, or other diseases associated with clots. The Company’s intended focus is the treatment of hypoxic conditions in the brain resulting from stroke. The Company intends to create safe drug alternatives to existing therapies for effectively addressing hypoxic conditions in humans. Our drug development efforts are guided by specialists in carbohydrate chemistry and ~~efficient~~other ~~manner~~disciplines, and we intend to supplement our efforts with input from a scientific and medical advisory board whose members are leading physicians.

~~Pharmalectin~~Our Subsidiary, Pharmalectin, Inc. (“Pharmalectin” or the “Subsidiary”) is pursuing work in the field of glycovirology. Their leading candidate named, ProLectin-M, is orally taken carbohydrate drug that binds galectins and thought to block the activity of galectin-3 and galectin-1. Galectins are a ~~subsidiary~~member ~~focused~~of a family of proteins in the body called lectins. In the extracellular domain they are primarily seen as adhesion molecules that interact on the ~~development~~surface of, ~~manufacture~~ and ~~commercialization~~in between cells. The carbohydrate recognition domain of ~~therapeutic~~the ~~drugs~~galectin ~~designed~~known as the (CRD) has an affinity for surface glycans which are found on many cell types and viral spike proteins. The galectin interactions may cause cells to ~~address~~change ~~conditions~~their ~~related~~behavior, including cell movement, multiplication, and other cellular functions. Galectins are a subfamily of lectins that have a CRD that bind specifically to ß-galactoside proteins. Galectins have a broad range of functions, including regulation of cell survival and adhesion, promotion of cell-to-cell interactions, growth of blood vessels, regulation of the immune response and inflammation. During viral ~~diseases~~infections galectins are upregulated and downregulated based on the type of virus. ProLectin ultimately interferes with viral attachment and is thought to be an entry inhibitor capable of neutralizing viruses an safely escorting them out of the body

~~Pharmalectin~~NDPD ~~(BVI)~~Pharma, Inc. (“~~Pharmalectin BVI~~NDPD”) is a subsidiary ~~serving~~focused ason ~~custodian~~prototyping and development of ~~the~~specialized ~~Company’s~~equipment ~~Copyrights~~for pharmaceutical manufacturing, ~~Trademarks~~ and ~~Patents~~in the development of carbohydrate molecules deriving from partially hydrolyzed guar gum (“PHGG”).

~~Pharmalectin~~Our ~~India~~Foreign ~~Pvt~~Subsidiary, ~~Ltd~~Pharmalectin (BVI), Inc. (“Pharmalectin ~~India~~BVI”) is athe ~~subsidiary~~owner ~~managing~~and custodian of the Company’s ~~local clinical research and trials~~Copyrights, Trademarks and ~~holds~~ ~~the local rights to commercialization~~Patents.

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

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 ~~shares of~~ Common ~~Stock~~shares with a par value of $0.0001, and 5,000,000 Preferred shares ~~of Preferred Stock~~ 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 ~~300~~400,000,000 authorized ~~shares of~~ Common ~~Stock~~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 ~~with~~has a par value of $0.001 per share. ~~As at~~The ~~September~~Preferred ~~30,~~shares ~~2024,~~can ~~there~~at ~~are~~any ~~82,238,648~~time be converted into shares of Common Stock ~~issued~~at ~~and~~a ~~outstanding~~1:5 basis, ~~while~~and ~~there~~carry ~~are~~a ~~28,893,618~~voting-power ~~shares~~ of ~~Preferred~~ ~~Stock~~ten ~~outstanding~~(10) ~~that~~Common ~~are~~shares ~~beneficially~~for ~~held~~each byPreferred ~~insiders, or their affiliates~~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 ~~shares of~~ Common ~~Stock~~shares with a par value of $0.0001, and 5,000,000 Preferred shares ~~of Preferred Stock~~ with a par value of $0.0001. The ~~Pharmalectin~~Subsidiary was ~~originally~~founded ~~formed~~ under the name of Bioxytran “Bioxytran (DE)”. On April 29, ~~2020~~2021, the name was changed to Pharmalectin, Inc. AsOn atAugust ~~September 30~~19, 2024, ~~there~~the ~~are~~Company ~~15,000,000~~acquired ~~shares~~the ofminority ~~Common~~interest ~~Stock~~of ~~issued~~Pharmalectin ~~and~~from ~~outstanding;~~affiliates ~~14,410,000 shares~~of ~~had earlier been cancelled after an option to convert~~ the ~~shares~~Company. ~~into~~As ~~Bioxytran~~at ~~stock~~March ~~was~~31, ~~exercised~~2025, bythere anare ~~affiliate~~15, ~~the beneficial~~000,000 ~~ownership~~shares of ~~which~~Common ~~includes~~Stock ~~the~~issued ~~Company’s~~and ~~officers~~outstanding. ~~The non-controlling interest was eliminated directly against accumulated deficit.~~

~~Pharmalectin~~NDPD ~~BVI~~Pharma was organized on ~~March~~October 175, ~~2021~~2017, as a ~~British~~Delaware ~~Virgin~~corporation, ~~Islands~~with ~~(“BVI”)~~a ~~Business~~taxing ~~Corporation~~structure ~~with~~for aU.S. ~~BVI~~federal ~~corporate~~and ~~taxing~~state income tax as ~~structure~~a ~~and~~C-Corporation 50with 95,000 ,000 authorized ~~and~~shares ~~outstanding~~of Common Stock with a par value of $0.0001, and 5,000,000 shares of ~~Common~~Preferred Stock with a par value of $10.000001. On ~~The~~October 25, 2024, the Company ~~holds~~acquired 100% of NDPD’s shares of Common Stock from affiliates of the ~~shares~~Company. As at inMarch ~~the~~31, ~~Subsidiary~~2025, there are 15,000,000 shares of Common Stock issued and outstanding.

Pharmalectin India was organized on August 30, 2023, as an Indian Business Corporation with its principal place of business in Hyderabad, Telangana, India. Pharmalectin India has 50,000 authorized shares of Common Stock with a par value of $0.12 (₹10). There are currently 41,020 outstanding shares of Common Stock of which 41,000 (99.95%) are held by the Company.5

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~~summary ~~unaudited~~of ~~condensed~~significant ~~consolidated~~accounting ~~financial~~policies ~~statements~~presented ofbelow ~~the~~is ~~Company~~designed ~~have~~to ~~been~~assist ~~prepared~~ in ~~accordance~~understanding ~~with~~ the ~~rules~~Company’s ~~and~~consolidated financial ~~regulations~~statements. ofSuch ~~the~~financial ~~Securities~~statements and ~~Exchange~~accompanying ~~Commission~~notes (are the ~~“SEC”),~~representations ~~including~~of the ~~instructions~~Company’s tomanagement, ~~Form~~who ~~10-Q~~are ~~and Regulation~~responsible ~~S-X.~~for ~~Certain~~their ~~information~~integrity and ~~note~~objectivity. ~~disclosures~~These ~~normally~~accounting ~~included~~policies inconform ~~financial~~to ~~statements~~accounting ~~prepared~~principles ~~in accordance with~~ generally accepted ~~accounting~~ ~~principles~~ in the United States of America (“U.S. GAAP”), ~~have~~in ~~been~~all ~~condensed~~material orrespects ~~omitted~~and ~~from~~have ~~these~~been ~~statements pursuant~~consistently toapplied ~~such~~in ~~rules~~preparing ~~and~~the ~~regulations~~accompanying ~~and,~~consolidated financial ~~accordingly,~~statements. ~~they~~The doCompany has not ~~include~~earned ~~all~~any ~~the~~revenue ~~information~~from ~~and~~operations ~~notes~~since ~~necessary~~inception. ~~for~~The ~~comprehensive financial~~Company ~~statements~~chose ~~and~~December ~~should~~31st as beits ~~read~~fiscal inyear ~~conjunction with our audited consolidated financial statements~~end.

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, 2023, audited financial statements and notes.

Reclassification

Statements of Operations: By request from our shareholders, general and administrative expenses, as well as interest expenses, have been separated into affiliate and third party (others), in comparison with earlier periods.

Statements of Cash Flows: By request from our shareholders, stock-based compensation has been separated into affiliate and third party (others), in comparison with earlier periods.

Principles of Consolidation

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

~~Note~~NOTE 2 —- ~~RESTATEMENT~~SUMMARY OF ~~PREVIOUSLY~~SIGNIFICANT ~~ISSUED~~ACCOUNTING ~~FINANCIAL STATEMENTS~~POLICIES

In September 2024, the Company concluded that for shares issued pursuant to the Exchange Exemption in Rule 3(a)(9), the company historically valued these shares at the same price as an ongoing capital raise pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. In retrospect this approximation of Fair value based on the recommendations with ASC 820 - Fair Value Measurement, was not concluded to be precise enough, and that we would need to define a more precise value based on market price at the time of issuance. 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 high amount of shares issued in these transactions.

Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued Financial Statements for the quarter ended September 30, 2023 and for the year ended December 31, 2023 (the “Affected Periods”) should be restated because of a misapplication in the guidance around the valuation for certain of our outstanding shares of Common Stock (the “Shares”) and should no longer be relied upon.

Impact of the Restatement

The impact of the restatement on the balance sheets, statements of operations and statements of cash flows for the Affected Periods is presented below. The restatement had no net impact on net cash flows from operating, investing or financing activities.

SCHEDULE OF IMPACT OF RESTATEMENT

	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet	As of September 30, 2023
	As Previously Reported			Restatement Adjustment			As Restated
Assets
Total assets	$	189,043		$	—		$	189,043
Liabilities and stockholders’ equity
Total liabilities		2,332,959			—			2,332,959
Stockholders’ equity
Preferred stock, $0.001 par value		—			—			—
Common stock, $0.001 par value		144,355			—			144,355
Additional paid-in capital		12,821,885			91,686			12,913,571
Non-controlling interest		(659,063	)		—			(659,063	)
Accumulated deficit		(14,451,093	)		(91,686	)		(14,542,779	)
Total stockholders’ equity		(2,143,916	)		—			(2,143,916	)
Total liabilities and stockholders’ equity	$	189,043		$	—		$	189,043

	As Previously Reported			Restatement Adjustment			As Restated
Statement of Operations	As of September 30, 2023
	As Previously Reported			Restatement Adjustment			As Restated
Loss from operations	$	(2,793,386	)	$	—		$	(2,793,386	)
Loss of issuance		—			(91,686	)		(91,686	)
Total other (expense) income		(508,541	)		(91,686	)		(600,227	)
Net loss	$	(3,301,927	)	$	(91,686	)	$	(3,393,613	)
Net loss attributable to the non-controlling interest		68,435			—			68,435
NET LOSS ATTRIBUTABLE TO BIOXYTRAN		(3,233,492	)		(91,686	)		(3,325,178	)
Loss per Common share, basic and diluted		(0.02	)		(0.01	)		(0.03	)
Weighted average number of Common shares out-standing, basic and diluted		129,441,332			—			129,441,332

	As Previously Reported			Restatement Adjustment			As Restated
Statement of Cash Flows	As of September 30, 2023
	As Previously Reported			Restatement Adjustment			As Restated
Net loss	$	(3,301,927	)	$	(91,686	)	$	(3,393,613	)
Adjustment to reconcile net loss to net cash used in operating activities		—			91,686			91,686
Net cash used in operating activities		(682,749	)		—			(682,749	)
Net cash used in investing activities		(37,740	)		—			(37,740	)
Net cash provided by financing activities		505,361			—			505,361
Net change in cash	$	(215,128	)	$	—		$	(215,128	)

	As Previously Reported			Restatement Adjustment			As Restated
Balance Sheet	As of December 31, 2023
	As Previously Reported			Restatement Adjustment			As Restated
Assets
Total assets	$	137,638		$	—		$	137,638
Liabilities and stockholders’ equity
Total liabilities		3,249,500			—			3,249,500
Stockholders’ equity
Preferred stock, $0.001 par value		—			—			—
Common stock, $0.001 par value		145,642			—			145,642
Additional paid-in capital		12,920,984			91,686			13,012,670
Non-controlling interest		(680,886	)		—			(680,886	)
Accumulated deficit		(15,497,602	)		(91,686	)		(15,589,288	)
Total stockholders’ equity		(3,111,862	)		—			(3,111,862	)
Total liabilities and stockholders’ equity	$	137,638		$	—		$	137,638

The impact to the balance sheet dated September 30, 2023, filed on Form 10-Q on November 3, 2023, the valuation of for shares issued pursuant to the Exchange Exemption in Rule 3(a)(9), resulted in a $91,686 increase to the Loss of issuance line item on September 30, 2023 and offsetting to the Additional Paid in Capital (“APIC”). There is no change to total stockholders’ equity at any reported balance sheet date

NOTE 3 - 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 ana ~~original~~ 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, ~~valuation of warrants, valuations in connection with convertible notes~~ 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.

AsAt ~~explained~~March ~~further below~~31, ~~at September 30~~2025, ~~2024,~~ we would, based on the market price of $0.11142/share, be obligated to issue approximately 11 12,~~604~~106,~~400~~150 shares of Common Stock upon conversion of the ~~currently outstanding 2021~~ convertible note (the “2021 Note”), ~~based on $928,352 in outstanding principal~~ and ~~interest. The 2021 Note carry an interest rate of 10% and is convertible at a fixed exercise price of $0.08/share. Upon exercise of outstanding warrants~~ 1,292,030 shares ~~could~~upon beexercise ~~issued~~of warrants, ~~along~~currently outstanding. ~~with~~For anthe ~~additional~~2021 1Note,~~130,114~~ ~~shares for~~the ~~warrants~~amount ~~with~~of ~~dilutive~~shares ~~exercise.~~are Asbased ~~explained~~on ~~further below~~$979,799 ~~the~~of ~~2021~~principal ~~stock~~and ~~plan~~accrued ~~has~~interest ~~26,712,247~~currently ~~stock~~outstanding. orThese issuable ~~options~~shares toare ~~purchase~~not orincluded ~~receive grants~~in ofthe ~~shares~~earnings ofper ~~Common~~share ~~Stock~~(“EPS”) ~~available~~as ~~for~~they ~~grant,~~would ~~and~~be ~~currently~~considered ~~there~~anti-dilutive ~~are~~while nothe ~~stock~~company produce ~~options outstanding~~losses.

The 2021 Note issued on May 3, 2021, with its maturity date extended through March 1, 2025, carries an interest rate of 10% and 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 120% of the price difference.

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, ~~pursuant~~defined toas the bid price at the market closing on the prior day, pursuant ASC 718. Stock-based compensation expense is recorded by the Company ~~over the requisite service period, or vesting period,~~ in the same expense classifications in the statements of operations, as if such amounts were paid in cash.

~~Accounting~~Income ~~for subsidiary stock transactions~~Taxes

The Company accounts for ~~subsidiary~~income ~~stock~~taxes ~~transactions~~under inthe ~~accordance~~asset ~~with~~and ~~Opinions~~liability ofmethod. Under this method, deferred tax assets and liabilities are recognized for the ~~Accounting~~future ~~Principles~~tax ~~Board~~consequences 09attributable ~~(APBO~~to ~~No.~~differences ~~9).~~between Inthe financial statement carrying amounts of existing assets and liabilities ~~paragraph~~and ~~28,~~their ~~this~~respective ~~pronouncement~~tax ~~excluded~~bases. ~~all~~Deferred ~~adjustments~~tax ~~from~~assets ~~transactions~~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 ~~company’s~~change in ~~own~~tax ~~stock~~rates ~~“…from~~is recognized in income in the ~~determination~~period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion of ~~net~~the gross deferred tax asset will not be realized. The Company records interest and penalties related to income ortaxes ~~the~~as ~~results~~a component of ~~operations~~provision ~~under~~for ~~all~~income ~~circumstances~~taxes.” The Company did not recognize any interest and penalty expense for the three months ended March 31, 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. InDuring the ~~nine~~three months ~~ended~~ ~~September~~ended ~~30,~~March ~~2024~~31, 2025 the Company incurred $78349,~~000~~500 in research and development expenses, due to lack of funding, while during the ~~nine~~ three months ended ~~September~~March 3031, ~~2023,~~ 2024 the Company incurred $~~604~~27,~~771~~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 ~~condensed~~ 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~~ accrued expenses include professional service fees, such as those arising from the services of attorneys and accountants and accrued ~~payroll~~ 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 ~~has~~determines ~~issued~~the ~~Common~~accounting ~~Stock~~classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in ~~connection~~accordance with ~~the~~ASC ~~execution~~480-10, Accounting for Certain Financial Instruments with Characteristics of ~~certain~~both ~~equity~~Liabilities and ~~debt~~Equity ~~financings~~(“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. ~~The~~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 isASC ~~determined~~815, ~~using~~and in order to conclude equity classification, the ~~Black-Scholes~~Company ~~option-pricing~~also ~~model~~assesses ~~using~~whether ~~assumptions~~the ~~regarding~~warrants ~~volatility~~are ofindexed ~~our~~to its common ~~share~~stock and ~~price~~whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments, ~~remaining~~the Company ~~life~~concludes ofwhether the ~~warrant,~~warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and ~~risk-free~~subsequent ~~interest~~to ~~rates~~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 ~~each~~issuance ~~period~~with ~~end~~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 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.

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 ~~amount~~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 ~~amount~~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

InThere ~~August~~were ~~2020,~~various ~~the~~updates ~~Financial~~recently ~~Accounting Standards Board (“FASB”)~~ issued ~~Accounting Standards Update (“ASU”) 2020-06~~, ~~Debt~~ —most ~~Debt~~of ~~with~~which ~~Conversion~~represented ~~and~~technical ~~Other~~corrections ~~Options~~to ~~(Subtopic~~the ~~470-20)~~accounting ~~and~~literature ~~Derivatives~~or ~~and~~application ~~Hedging — Contracts in Entity’s~~to ~~Own~~specific ~~Equity~~industries ~~(Subtopic~~and ~~815-40)~~are ~~(“ASU~~not ~~2020-06”)~~expected to ~~simplify~~a ~~accounting~~have ~~for~~a ~~certain~~material ~~financial~~impact ~~instruments.~~on ~~ASU 2020-06 eliminates~~ the ~~current~~Company’s ~~models~~financial ~~that~~position, ~~require~~results ~~separation~~ of ~~beneficial~~operations or ~~conversion and~~ cash ~~conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity~~flows.

109

~~The~~NOTE ~~new~~3 ~~standard~~– ~~also~~GOING ~~introduces~~CONCERN ~~additional~~AND ~~disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity~~MANAGEMENT’sS ~~own~~LIQUIDITY equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2020, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2022. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.PLANS

~~Management~~As ~~does~~at ~~not~~March ~~believe~~31, ~~that~~2025, ~~any~~the ~~recently~~Company ~~issued~~had cash of $4,348 ~~but~~and a negative working capital of $2,839,741. As at March 31, 2025, the Company has not yet ~~effective,~~generated ~~accounting~~any ~~standards~~revenues, ifand ~~currently~~has ~~adopted~~incurred an accumulated deficit of $20,274,803. ~~would~~These ~~have~~conditions araise ~~material~~substantial ~~effect on~~doubt about the Company’s ~~unaudited~~ability ~~condensed~~to ~~interim~~continue ~~financial~~as ~~statements~~a going concern.

~~NOTE~~During 4the –three ~~GOING~~months ~~CONCERN~~ended ~~AND~~March ~~MANAGEMENT’S~~31, ~~LIQUIDITY~~2025, ~~PLANS~~the Company the Company borrowed $166,532. During the same period in 2024, the Company raised $61,500 in form of a convertible note and converted $38,000 from a 3rd party accounts payable to short-term debt. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of June 2025 and is pursuing alternative opportunities to funding.

As at September 30, 2024, the Company had cash of $34,672 and a negative working capital of ($1,207,907). The Company has not yet generated any revenues, and has incurred cumulative net losses of $18,298,861. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

During the nine months ended September 30, 2024, the Company raised a net of $63,000 in cash proceeds from equity and $61,500 in cash proceeds from the issuance of convertible notes. During the same period in 2023, the Company raised a net of $505,361 in cash proceeds from equity. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of September 2024, 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 54: -SINGLE ~~AFFILIATE~~SEGMENT ~~TRANSACTIONS~~DISCLOSURE

~~The~~For ~~Company holds License Agreements (~~the ~~“License(s)”)~~three for a medical device (license obtained in 2019) and a compound (license obtained in 2021), with two affiliated companies of which the beneficial ownership includes the Company’s officers. The products were developed prior to the establishment of Bioxytran. The yearly maintenance fees for each license amount to $5,000 per year. During the nine months ended ~~September~~March 3031, ~~2024, and in 2023, there were $10,000 in transactions with affiliates for license maintenance.~~2025

~~The~~In ~~Company~~accordance ~~had~~with atAccounting ~~September~~Standards 30Codification ASC 218, ~~2024~~Segment Reporting, ~~loan~~the ~~agreements~~Company ~~calling~~has ~~for~~determined anthat 8%it ~~interest~~operates ~~with~~as ~~two~~a ofsingle operating ~~its~~segment. ~~affiliates~~The ~~for~~Company’s aChief ~~total~~Operating ~~value~~Decision ofMaker ~~$140~~(“CODM”),~~588 with~~ anwhich ~~accrued~~is ~~interest~~its ofChief $2Executive Officer,~~934.~~ Asreviews the atCompany’s ~~December~~financial ~~31,~~performance ~~2023,~~and ~~there~~allocates ~~was~~resources on a ~~loan~~consolidated ~~for~~basis. ~~$25~~The Company’s operations focus solely on pharmaceutical research and development activities,~~000~~ ~~while~~and ~~there~~it ~~was~~does nonot ~~interest~~manage ~~due~~the business using multiple segments or by product lines.

i.	Revenue and Geographic Information: As of March 31, 2025, the Company has not yet generated significant revenues from its pharmaceutical products as it remains 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 was developed prior to the establishment of Bioxytran. A yearly maintenance cost for the license amounts to $5,000.

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 ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, and ~~the year ended December 31, 2023~~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~~seventeen years. The current patent application is still in process, and is therefore not yet amortized.

SCHEDULE OF INTANGIBLES

Estimated End-of-Life (year)

September 30, 2024

December 31, 2023

Estimated Remaining Life (years)

March 31, 2025

December 31, 2024

Capitalized patent costs

~~2041~~15

~~141~~153,~~348~~434

~~123~~153,~~480~~419

Accumulated amortization

(1721,~~012~~730

)

(1119,~~928~~879

)

Intangible assets, net

~~124~~131,~~336~~704

~~111~~133,~~552~~540

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

OnAt ~~September~~March 3031, ~~2024~~2025, ~~there~~the ~~was~~officers forfeited $2578,~~934~~959 in ~~interest~~accrued payroll after which there was no amount due ~~and~~in ~~$140,588~~accounts ofpayable ~~principal~~to ~~and~~affiliates. There ~~interest~~was ona ~~loans~~short-term loan from affiliates of $407,610 ~~and~~with $407,~~000~~683 ~~of liability~~in ~~related~~accrued tointerest, as well as un-issued shares ~~due~~owed to anaffiliates of ~~affiliate~~$16,680. On December 31, ~~2023~~2024, there ~~were~~was $2147,~~000~~286 in ~~accounts~~Accounts ~~payable~~Payables ~~and~~to ~~$25,000~~related parties in form of ~~principal~~ payroll and ~~interest~~advanced onexpense, there ~~loans~~was also a short-term loan from affiliates of $241,078 ~~and~~with $~~515~~6,~~904~~950 in ~~liability~~accrued ~~related~~interest, toas well as un-issued shares ~~due~~owed to anaffiliates of ~~affiliate~~$132,639.

The following table represents the major components of accounts payables and accrued expenses and other current liabilities at ~~September~~March 31, 302025, ~~2024,~~ and at December 31, ~~2023~~2024:

			September 30,2024				December 31, 2023
	March 31, 2025				December 31, 2024
Accounts payable affiliate	a		$	35,084			$	2,000
Accounts payable affiliates (1)	$	—			$	147,286
Professional fees		380,993		~~75,469~~		40,860		~~70,895~~
Payroll Tax				4,332				—
Interest		174,799				143,642
401K				18,625				—
Interest affiliates (3)		7,683				6,950
Interest affiliate	b			2,934				—
Payroll taxes		—				11,945
Interest				123,352				223,759
Pension/401K		—				74,500
Other				—				1,658
Other accounts payable		—				361
Un-issued share liability affiliate	c			40,000				515,904
Un-issued shares affiliates (2)		16,680				132,639
Un-issued share liability				10,194				510,284
Un-issued shares		11,920				91,729
Short term loan affiliate	b			140,588				25,000
Loan from affiliates (3)		407,610				241,078
Short term loan		48,000		~~38,000~~		48,000		—
Debt discount				(50,000	)			—
Convertible note payable		805,000				805,000
Convertible note payable				805,000				1,900,000
Derivative liability		991,404				186,652
Total current liabilities			$	1,243,578			$	3,249,500
Total	$	2,844,089			$	1,930,642

a As at September 30, 2024, there are $35,084 of accounts payable owed to an affiliate. Accumulated payroll for the month of September 2024 is $32,084, $11,667 for each the CEO and CFO and $8,750 for the CCO, each person also has $1,000 of reimbursable expense claims. On December 31, 2023, there was $2,000 due to the CFO for reimbursable expenses. b On September 30, 2024, the Company has a loan of $140,588 due to affiliates, the interest is 8% and currently $2,934 is owed in accrued interest. On December 31, 2023, the loan had a balance of $25,000 with no interest due. c On September 30, 2024, there are 82,476 shares of Preferred Stock awarded but not issued to four (4) Board Members in the second quarter of 2024. The total fair market value at the time of the award was $40,000. On December 31, 2023, there were 211,269 shares awarded to three (3) Board Members and 3,599,289 shares approved for conversion of debt. The total fair market value at the time of the award was $515,904.

(1)	At March 31, 2025, the officers forfeited $578,959 in accrued payroll, there was no accounts payables due to any affiliates. For each of CFO and CEO, there was $46,668 in accrued payroll and $4,000 for advanced expenses due, there was also $35,000 and $4,000 in accrued payroll and advanced expenses due to our CCO at December 31, 2024.
(2)	The amount is to be converted into shares of Common Stock whereof on March 31, 2025, $16,680 for our board members attendance in board and committee meetings during the first quarter 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 March 31, 2025, the Company has a $407,610 loan from an affiliated company with an interest rate of 8%. The accrued interest is currently $7,683. On December 31, 2024, the affiliated loan was $241,078 and the accrued interest was $6,950.

NOTE 8 – CONVERTIBLE NOTES PAYABLE

OnPrivate ~~or about May 3~~Placement, 2021, ~~we entered into four (4) Securities Purchase Agreements (the “2021 SPA’s”), under which we agreed to sell convertible promissory notes (the “2021~~ Notes~~”),~~ incurrently ~~an aggregate principal amount of $2,165,000 with 6% interest.~~outstanding

AtAround ~~any~~May ~~time~~3, ~~after~~2021, ~~the~~we ~~issue~~entered ~~date~~into offour ~~the~~(4) ~~Notes,~~Securities ~~the~~Purchase ~~Holders~~Agreements ~~of the Notes,~~ (the “2021 ~~Holders~~SPAs”), ~~have~~under ~~the~~which ~~option~~we agreed to ~~convert all~~sell orconvertible ~~any~~promissory ~~part~~notes 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) 85% of the closing price of Any Qualified Financing~~, ~~which~~in ~~consists~~an ofaggregate ~~any~~principal ~~fundraising~~amount ~~whereby the Company receives gross proceeds~~ of ~~not less than~~ $~~500~~2,165,000~~. As~~ atwith ~~September~~6% ~~30, 2024, there is only one note remaining~~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 ~~renegotiated~~re-negotiated; the interest was set to 10%, a prepayment ofat 120% was included, and the ~~remaining note~~renegotiated ~~was~~notes extended until April 30, ~~2024~~2023. ~~The~~Two ~~conversion~~of ~~price~~the ~~was~~notes ~~adjusted~~were tofully ~~the~~converted. ~~lower~~On ofJuly ~~(i)~~15, 2024, a ~~fixed~~debt ~~price~~discount of $~~0.13~~105,000 was oradded ~~(ii)~~to ifthe remaining notes principal. As per the ~~VWAP~~ atamendment dated December 27, 2024, the ~~date~~Company ofhas ~~conversion~~the isoption ~~below~~to ~~$0.13,~~repurchase the ~~conversion~~note at ~~price~~face ~~will~~value beand ~~reduced~~a ~~with~~conversion ~~120%~~of $70,000 in shares of ~~the~~Common ~~difference~~Stock, ~~between~~due ~~fixed~~at ~~price~~payoff ~~and VWAP~~date.

OnAt ~~May~~March 131, ~~2024~~2025, ~~the~~and ~~2021 Note was extended until~~ December 131, 2024, ~~in exchange for a $105,000 debt discount, and~~ the ~~conversion~~outstanding ~~price~~convertible ~~was adjusted~~notes towere ~~the~~as ~~lower of (i) a fixed price of $0.08, or (ii) if the VWAP at the date of conversion is below $0.08, the conversion price will be reduced with 120% of the difference between fixed price and VWAP.~~follows:

For the Notes issued 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. The Common Stock underlying the Note(s), when issued, bear a restrictive legend and are currently eligible for resale under Rule 144.

At September 30, 2024, and December 31, 2023, the outstanding convertible notes were as follows:

Name			Principal due		~~Debt~~Accrued ~~discount~~interest		~~Accrued~~Total ~~interest~~amount due		~~Total amount due~~
			December 31, 2023
			December 31, 2024
Private Placement, 2021 Note		a	$	900,000	$	—	$	63,814	$	963,814
Notes sold in exchange for cash	*	(1,2)	$	805,000	$	143,642	$	948,642
2021 Note issued in exchange for prior Notes		b		1,000,000		—		159,945		1,159,945
			$	1,900,000	$	—	$	223,759	$	2,123,759

			September 30, 2024
			March 31, 2025
Private Placement, 2021 Note		c	$	805,000	$	(50,000	)	$	123,352	$	878,352
Notes sold in exchange for cash	*	(1,2)	$	805,000	$	174,799		$	979,799

a Net cash received from these notes was $1,045,150, after a Debt Discount of $119,850 was paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA / SIPC). In the first nine months of 2024, a total of $200,000 was converted into 1,675,849 shares of Common Stock. b All earlier issued Notes were paid off and assumed by a different entity/company. Portions of the balance was forgiven and a new note of $1,000,000 was issued to a third party. In the first nine months of 2024, a total of $1,163,562 (whereof $163,562 in interest) was converted into 8,950,474 shares of Common Stock. c On May 1, 2024, the 2021 Note with an interest of 10% was extended for seven months, or until December 1, 2024, in exchange for (i) reduction of conversion price to $0.08, and (ii) a debt discount of $105,000. At September 30, 2024, $50,000 of the debt discount remains to be amortized.

(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.

~~Private~~NOTE ~~Placement,~~9 ~~2024~~– CONVERTIBLE NOTE AND EMBEDDED DERIVATIVE

OnConvertible ~~March 15, 2024, we entered into a Security Purchase Agreement (the “2024 SPA”), with an accredited investor, under which we agreed to sell a~~ Note, ~~in a principal amount of $61,500 with 8% interest (the “2024 Note”) to the holders of the 2024 Note (the “2024 Holder”).~~Terms

AtThe ~~any~~Company ~~time after the issue date of the 2024 Note, the 2024 Holder~~ has ~~the option to convert any part of the~~ outstanding ~~and~~convertible ~~unpaid~~debt ~~principal amount~~with ~~and accrued and unpaid interest of~~ the ~~Note~~following ~~into~~key ~~shares of our Common Stock at the Conversion Price. The “Conversion Price” is set to $0.13 per share.~~terms:

~~On April~~● ~~15,~~Principal ~~2024~~Amount: $979,799 ~~the~~(including ~~entire~~accrued ~~outstanding~~interest) ~~balance~~● ofConversion ~~principal~~Price: ~~and~~$0.08 ~~interest~~per ~~owed~~share on● ~~the~~Maturity ~~2024~~Date: ~~Note~~March ~~was~~1, ~~converted~~2025 ~~into~~● ~~479,192~~Current ~~shares~~Market Price of Common Stock: $0.142 ~~The~~● ~~interest~~Price ~~owed~~Adjustment ~~pursuant~~Feature: toIf the ~~note~~market ~~was~~price ~~$795~~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.

~~NOTE~~Embedded 9Derivative ~~– STOCKHOLDERS’ EQUITY~~Classification

The ~~Company~~price isadjustment ~~authorized~~feature tomeets ~~issue~~the ~~300,000,000~~criteria ~~shares~~for ofbifurcation ~~Common~~as ~~Stock,~~an ~~and~~embedded ~~50,000,000~~derivative ~~shares~~under ofASC ~~Preferred~~815-15-25-1 ~~Stock.~~because:

~~Preferred Stock~~● 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.

~~Each~~Valuation share of Preferred Stock has the voting power of ten (10) shares of Common Stock, and can at any time be converted into five (5), shares of Common Stock. The number of shares of Preferred Stock issued and outstanding during the reporting period(s):Technique

~~Issuances~~The incompany ~~the~~has ~~period~~used ~~January~~a 1100-step ~~and~~binomial ~~September~~lattice ~~30,~~model ~~2024~~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 March 31, 2025, valued at $991,404, while principal amount was $979,799 (including accrued interest). On May 1, 2024, when the derivative instrument was introduced and the notes principal amount was $891,863 (including accrued interest), the derivative liability was valued at $572,781. The following key inputs were used in the derivative debt calculation:

Parameter	March 31, 2025			December 31, 2024			Source/Methodology
Current Stock Price	$	0.142		$	0.0899		Observable market price
Conversion Price	$	0.08		$	0.08		Contractual terms
Volatility		127.02	%		129,14	%	Historical volatility of comparable companies
Risk-Free Rate		4.36	%		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.

The difference between the two values was accounted for as change in fair value for the period mounted to $804,752.

Sensitivity and Risks

	●	Volatility Impact: A 20% increase in volatility to 144.02% would increase the liability with $375,343.
	●	Stock Price Risk: A 20% increase of the stock price to 0.1704 would increase the liability with $991,404.
	●	Concentration Risk: The derivative represents 101.8% of the debt principal, highlighting a potential equity dilution.

NOTE 10 – STOCKHOLDERS’ EQUITY

Preferred stock

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 March 31, 2025

Date		# Shares			Amount			Price/Share		Type	Notice
1/01/2024			—		$	—		$	—
1/01/2025			43,158,248		$	4,408,582		$	0.102
8/19/2024	g		19,221,026			4,139,126			0.215	conversion Common Stock	affiliate
1/10/2025	h		(150,000	)		(750	)		0.005	Stock conversion	affiliate
8/19/2024	d		8,973,405			160,950			0.018	exercise of warrant	affiliate
3/31/2025			—			214,780			—	Payroll forfeiture*	affiliate
8/19/2024	c		776,817			353,840			0.455	debt conversion	affiliate
See Note 11	d		390,140			131,076			0.342	2021 Stock Plan	affiliate
8/28/2024	g		22,370			14,820			0.662	conversion Common Stock	affiliate
03/31/2025			43,398,388		$	4,753,688		$	0.110
8/28/2024	g		(100,000	)		(500	)		0.005	conversion Common Stock	affiliate
9/30/2024			28,893,618		$	4,668,236		$	0.162

13* The transaction originating from the Company’s Officers forfeiting $578,959 in accrued payroll.

Common ~~Stock~~stock

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

Issuances in the period January 1 and ~~September~~March 3031, ~~2023 (restated)~~2024

Date		# Shares		Amount			Price/Share		Type	Notice
1/01/2023			123,252,235	$	8,515,682		$	0.069
1/01/2024			144,642,333	$	13,275,358		$	0.090
1/04/2023	a		93,750		30,000			0.320	private placement
1/17/2024	a		—		(45,000	)		—	subscription
1/04/2023	-		—		(30,000	)		—	subscription
1/17/2024	a		333,333		45,000			0.135	private placement
2/10/2023	a		156,250		50,000			0.320	private placement
1/18/2024	c		3,703,704		371,108			0.100	debt conversion
4/14/2023	c		137,656		44,050			0.320	debt conversion
1/18/2024	c		3,599,289		485,904			0.135	debt conversion	affiliate
4/14/2023	c		6,763,562		2,164,340			0.320	debt conversion	affiliate
1/22/2024	c		4,356,778		—			—	exercise of warrant	cashless
4/18/2023	a		78,125		25,000			0.320	private placement
1/22/2024	b		8,950,474		1,163,562			0.130	convertible note
5/10/2023	e		—		348,637			—	warrants
3/20/2024	b		906,618		100,000			0.110	convertible note
5/15/2023	a		114,286		40,000			0.350	private placement
3/27/2024	c		3,705,808		279,051			0.075	debt conversion
5/17/2023	b		522,138		67,878			0.130	convertible note
see Note 11	d		1,190,460		123,173			0.103	2021 Stock Plan	affiliate
6/26/2023	b		803,292		104,428			0.130	convertible note
see Note 11	d		1,593,691		165,479			0.104	2021 Stock Plan
7/26/2023	a		500,000		100,000			0.200	private placement
3/31/2024			172,982,488	$	15,963,635		$	0.093
8/21/2023	f		1,612,903		145,161			0.090	public offering
8/21/2023	c		1,600,000		193,000			0.120	debt conversion
8/25/2023	a		505,186		68,200			0.135	private placement
8/30/2023	b		1,109,861		144,282			0.130	convertible note
9/14/2023	c		5,824,741		830,026			0.143	debt conversion	affiliate
9/19/2023	a		200,000		27,000			0.135	private placement
9/19/2023	a		370,370		50,000			0.135	private placement
see Note 10	d		230,000		67,690			0.294	2021 Stock Plan	affiliate
see Note 10	d		481,000		73,102			0.152	2021 Stock Plan
9/30/2023			144,355,355	$	13,058,476		$	0.090

~~Issuances in the period January 1 and September 30, 2024~~13

Date		# Shares			Amount			Price/Share		Type	Notice
1/01/2024			145,642,333		$	13,158,312		$	0.090
1/17/2024	a		333,333			45,000			0.135	private placement
1/17/2024	-		—			(45,000	)		—	subscription
1/18/2024	c		3,703,704			500,000			0.135	debt conversion
1/18/2024	c		3,599,289			485,904			0.135	debt conversion	affiliate
1/19/2024	a		(1,000,000	)		—			—	return to treasury
1/22/2024	c		4,356,778			—			—	exercise of warrant	cashless
1/22/2024	b		8,950,474			1,163,562			0.130	convertible note
3/20/2024	b		906,618			100,000			0.110	convertible note
3/27/2024	c		3,705,808			385,404			0.104	debt conversion
4/04/2024	c		1,000,000			104,000			0.104	debt conversion
4/15/2024	b		479,192			62,295			0.130	convertible note
4/15/2024	a		173,077			18,000			0.104	private placement
4/19/2024	c		250,000			32,125			0.129	debt conversion
4/22/2024	a		194,553			25,000			0.128	private placement
5/16/2024	b		769,231			100,000			0.130	convertible note
5/20/2024	c		1,027,397			150,000			0.146	debt conversion
6/27/2024	a		212,766			20,000			0.094	private placement
8/19/2024	g		(96,105,125	)		(4,139,126	)		0.043	conversion Preferred Stock	affiliate
8/28/2024	g		(111,847	)		(14,820	)		0.133	conversion Preferred Stock	affiliate
8/28/2024	g		500,000			500			0.001	conversion Preferred Stock	affiliate
see Note 10	d		1,886,944			207,289			0.110	2021 Stock Plan	affiliate
see Note 10	d		1,764,123			187,607			0.106	2021 Stock Plan
9/30/2024			82,238,648		$	12,546,052		$	0.151

Issuances in the period January 1 and March 31, 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	affiliate
see Note 11	d		1,348,951		91,300		0.077	2021 Stock Plan
3/31/2025			88,881,859	$	12,814,089	$	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.

Common Stock Warrants

InThe ~~the~~fair ~~nine~~value ~~months~~of ~~ended~~stock ~~September~~warrants ~~30,~~granted ~~2024,~~for the ~~Company~~three ~~did not issue any Warrants. In the nine~~ months ended ~~September~~March 3031, ~~2023~~2025, ~~the~~and ~~Company issued~~December ~~800~~31,~~000~~ ~~5-year~~2024 ~~warrants~~was ~~exercisable~~calculated ~~at $0.20/share, in connection~~ with the ~~refinancing of convertible notes, valued at $0.436/share,~~ ~~based~~following ~~on Black and Scholes Option Pricing Model, for a total value of $348,637.~~assumptions:

~~The following~~ SCHEDULE ~~table~~OF ~~summarizes~~STOCK ~~the~~WARRANTS ~~Company’s~~VALUATION ~~Common Stock warrant activity in the nine months ended September 30, 2024, and 2023:~~ASSUMPTIONS

	March 31, 2025			December 31, 2024
Risk-free interest rate		3.96 – 4.61	%		3.41 – 4.72	%
Expected dividend yield		0	%		0	%
Volatility factor (monthly)		127.02	%		134.66	%
Expected life of warrant		5 years			5 years

For the three months ended March 31, 2025, and 2024, the Company did not award any warrants.

The following table summarizes the Company’s Common Stock warrant activity for the three months ended March 31, 2025, and 2024:

SCHEDULE OF WARRANT ACTIVITY

			Number of Warrants				Weighted Average Exercise Price				Weighted- Average Remaining Expected Term
	Number of Warrants *				Weighted Average Exercise Price				Weighted Average Remaining Expected Term
Outstanding as at January 1, 2023				542,030			$	0.42			$	4.1
Outstanding as at January 1, 2024		1,342,030			$	0.29				3.8
Granted	a	—		~~800,000~~		—		~~0.20~~		—		~~5.0~~
Exercised		—		—		—		—		—		—
Forfeited/Cancelled		—		—		—		—		—		—
Outstanding as at September 30, 2023				1,342,030			$	0.29			$	4.1
Outstanding as at March 31, 2024		1,342,030			$	0.29				3.5
Outstanding as at January 1, 2024				1,342,030			$	0.29			$	3.5
Outstanding as at January 1, 2025		1,292,030			$	0.22				2.6
Granted	a	—		—		—		—		—		—
Exercised		—		—		—		—		—		—
Forfeited/Cancelled		—		—		—		—		—		—
Outstanding as at September 30, 2024				1,342,030			$	0.29			$	3.0
Outstanding as at March 31, 2025		1,292,030			$	0.22				2.7

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. A warrant agreement issued in 2019 for a total of 50,000 warrants includes provisions for dilutive issuance and cash-less exercise. If exercised at December 31, 2023, the provisions would have resulted in an issuance of 1,130,114 shares at an average conversion price of $0.11, or 221,023 shares in a cash-less exercise. The warrant should have been cancelled on May 3, 2021 in connection with the issuance of a restructuring note issued in exchange for notes issued in 2019 and a reservation is held against the purchaser of the 2021 Note. The warrant is expected to forfeit on October 22, 2024.14

The following table summarizes information about stock warrants that are vested or expected to vest at ~~September~~March 3031, ~~2024~~2025, with a market price of $0.15 at March 31, 2025:

		~~Warrants Outstanding and Exercisable~~		Warrants Outstanding and Exercisable
Number of Warrants		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Exercise Price		Number of Warrants		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
	1,342,030	$	0.29		3.0	$	—
$	0.20-0.25		1,264,030	$	0.23		2.8	$	—
	0.47		28,000		0.47		2.4		—
$	0.20-0.47		1,292,030	$	0.22		2.7	$	—

The weighted-average remaining contractual life for warrants exercisable at ~~September~~March 3031, ~~2024~~2025, is 32.071 years. The aggregate intrinsic value ~~for~~ for fully vested, exercisable warrants was $0 at ~~September~~March 3031, ~~2024~~2025.

15NOTE 11 – STOCK OPTION PLAN AND STOCK-BASED COMPENSATION

~~NOTE~~On 10January –15, ~~STOCK~~2021, ~~OPTION~~the ~~PLAN~~Company ~~AND~~adopted ~~STOCK-BASED~~a ~~COMPENSATION~~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 46,617,315 shares in Common Stock awards available for grant.

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, 2024, the 2021 Plan was reset in accordance with its stipulations. After the reset on January 15, 2024, there were 30,028,314 shares of 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 ofAwarded ~~Common Stock granted~~ and ~~vested~~Issued ~~under the~~ 2021 Plan:

As at ~~January~~March 131, ~~2024~~2025, there were ~~5,288,687 shares issued valued at a fair historic market value of $99,910 at the time of award and at September 30, 2024, there were~~ 8,~~939~~819,~~754~~752 shares issued valued at a fair historic market value of $~~494~~702,~~806~~084 at the time of award~~. As at January 1~~, ~~2023,~~while ~~there were 4,290,709 shares issued valued at a fair historic market value of negative ($97,272) (historically awarded~~as ~~“expensive” stock were returned to treasury in 2021)~~ at ~~the~~March ~~time of award~~31, ~~and at September 30~~2024, ~~2023,~~ there were 58,~~001~~072,~~709~~ 378 shares issued valued at a fair historic market value of $43379,~~520~~508 at the time of award.

The following table summarizes the Company’s granted and issued stock awards in the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024:

Issuances under the 2021 Stock Plan in the period January 1 and September 30, 2023
Issuances under the 2021 Stock Plan in the period January 1 and March 31, 2024
Date		# Shares	~~# Shares~~	Amount	~~Amount~~		Price/Share	~~Price/Share~~		Type	~~Type~~	Notice	~~Notice~~
1/01/2023			4,290,709	$	(97,272	)		(0.023	)
1/01/2024			5,288,687	$	90,856		$	0.017
4/19/2023	*		110,000		50,200		$	0.456			stipend		affiliate
3/22/2024	*		211,269		21,338			0.101		stipend		affiliate
4/19/2023			4,000		1,790			0.448			stipend
3/22/2024			72,423		7,315			0.101		stipend
8/04/2023	*		120,000		17,490			0.150			stipend		affiliate
3/22/2024	*		979,191		101,835			0.104		bonus		affiliate
8/04/2023			477,000		71,312			0.150			stipend
3/22/2024			1,520,808		158,164			0.104		bonus
9/30/2023			5,001,709	$	43,520		$	0.009
3/31/2024			8,072,378	$	379,508		$	0.047

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 March 31, 2025
Date		# Shares	~~# Shares~~		Amount	~~Amount~~	Price/Share	~~Price/Share~~	Type	~~Type~~	Notice	~~Notice~~
1/01/2024			5,288,687		$	99,910		0.019
1/01/2025			5,520,101		$	481,057	$	0.087
3/27/2024	*		211,269			30,000	$	0.142		stipend		affiliate
1/06/2025	*		634,921			43,045		0.067	stipend		affiliate
3/27/2024			72,423			10,284		0.142		stipend
1/06/2025			164,731			11,037		0.067	stipend
3/27/2024	*		979,191			101,835		0.104		bonus		affiliate
1/06/2025	*		1,315,780			88,031		0.067	bonus		affiliate
3/27/2024			1,570,808			158,164		0.104		bonus
1/06/2025			1,184,220			78,914		0.067	bonus
3/27/2024			(50,000	)		—		—		return to treasury
3/31/2025			8,819,753		$	702,084	$	0.080
4/19/2024	*		241,938			30,000		0.124		stipend		affiliate
4/19/2024			86,246			10,694		0.124		stipend
8/14/2024	*		454,546			45,454		0.100		stipend		affiliate
8/14/2024			84,646			8,465		0.100		stipend
9/30/2024			8,939,754		$	494,806	$	0.055

* 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. * The shares are held as shares of Preferred Shares, but are for comparison purposes expressed as Common share equivalents in this table.

~~In the nine months ended September 30, 2024, and 2023, the Company recorded stock-based compensation expense of $404,807 and $157,268, respectively, in connection with share-based payment awards.~~15

16Shares awarded, but not yet issued, under the 2021 Stock Plan for the period ended March 31, 2025:

Stock options granted and vested 2021 Plan

Date		# Shares		Amount		Price/Share		Type	Notice
3/31/2025	*		120,000	$	16,680	$	0.139	stipend	affiliate
3/31/2025			85,759		11,920		0.139	stipend
3/31/2025			205,759	$	28,600	$	0.139

AsFor ~~at January 1, 2024, there were 335,000 outstanding stock options valued at historic fair market value of $155,505. There were 335,000 options were forfeited in~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, ~~and~~the noCompany ~~stock~~recorded ~~options were granted. At September 30, 2024, there are no longer any outstanding~~ stock-based ~~options.~~compensation Asexpense atof ~~January 1~~$28,600 ~~2023,~~(whereof ~~there were 524~~$16,~~000~~680 ~~outstanding~~to ~~stock~~affiliates) in ~~options~~connection ~~valued~~with atshare-based ~~historic~~payment ~~fair market value of $173,362~~awards. ~~There~~For ~~were 144,000 options forfeited in~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, ~~and~~the noCompany ~~additional~~recorded stock-based ~~options~~compensation ~~were~~expense ~~granted.~~of ~~At September 30~~$300,245 ~~2023,~~(whereof ~~there were 380~~$131,~~000~~835 ~~outstanding~~to ~~stock~~affiliates) ~~options~~in connection with ashare-based ~~fair~~payment ~~historic market value of $161,297~~awards.

~~The~~Stock ~~following~~options ~~table~~granted ~~summarizes~~and ~~the~~vested ~~Company’s~~2021 ~~stock option activity in the nine months ended September 30, 2024, and 2023~~Plan:

For the three months ended March 31, 2025, there were no options awarded under the 2021 Stock Plan. For the three months ended March 31, 2024, there were no options awarded under the 2021 Stock Plan. However, 45,000 options were forfeited.

As at March 31, 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 three months ended March 31, 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, 2023		524,000		$	0.001 – 0.95	$	0.44
Outstanding as of January 1, 2024		335,000		$	0.001 – 0.95	$	0.62
Granted		—			—		—
Exercised		—			—		—
Options forfeited/cancelled		(~~144~~45,000	)		0.~~001 – 0.32~~34		0.1134
Outstanding as of September 30, 2023		380,000		$	$ 0.001 – 0.95	$	0.48
Outstanding as of March 31, 2024		290,000		$	0.001 – 0.95	$	0.68
Outstanding as of January 1, 2024		335,000		$	0.001 – 0.95	$	0.62
Outstanding as of January 1, 2025		—		$	—	$	—
Granted		—			—		—
Exercised		—			—		—
Options forfeited/cancelled		~~(335,000~~—	)		~~0.001 – 0.95~~—		~~0.62~~—
Outstanding as of September 30, 2024		—		$	—	$	—
Outstanding as of March 31, 2025		—		$	—	$	—

InAt ~~the~~March ~~nine months ended September 30~~31, ~~2024~~2025, ~~and~~there ~~2023,~~are ~~$155,505~~no ~~and $12,065, respectively, of Company~~ stock~~-option~~ ~~awards~~options ~~were forfeited~~outstanding.

As at ~~September~~March 3031, ~~2024~~2025, the Company has 2643,~~712~~317,~~247~~663 options or stock awards available for grant under the 2021 Plan.

NOTE 1112 – NON-CONTROLLING INTEREST

SCHEDULE OF NON CONTROLLING INTEREST

	September 30, 2024		December 31, 2023
	March 31, 2025		March 31, 2024
Net loss Subsidiary	$	~~n/a~~—	$	(~~333~~27,~~630~~191	)
Net loss attributable to the non-controlling interest		~~n/a~~—		9013,~~258~~324
Net loss affecting Bioxytran		~~n/a~~—		(~~243~~13,~~372~~867	)
Accumulated losses		n/a		(3,927,917	)
Accumulated deficit		—		(3,955,108	)
Accumulated losses attributable to the non-controlling interest		n/a		841,836
Accumulated deficit attributable to the non-controlling interest		—		855,160
Accumulated losses affecting Bioxytran		n/a		(3,086,081	)
Accumulated deficit affecting Bioxytran		—		(3,099,948	)
Net equity non-controlling interest	$	~~n/a~~—	$	(~~680~~694,~~886~~210	)

AsOn ~~per~~August ~~the~~19, ~~exchange~~2024, ~~terms in~~ the ~~Joint~~minority ~~Venture~~affiliate ~~Agreement dated November 15~~shareholder, ~~2020,~~the anbeneficial ~~affiliate,~~ownership of which ~~the beneficial ownership~~ includes the Company’s officers, exercised ~~had~~a ~~the~~warrant ~~option~~allowing toit ~~convert up~~ to ~~15,000,000~~exchange ~~shares~~its ~~of Pharmalectin into a maximum 17.5~~49% ownership in the ~~Company.~~ OnSubsidiary ~~August~~for ~~19,~~a ~~2024, the affiliate exercised the option and exchanged 14,410,000 shares (49%) of Pharmalectin into~~ 16.8~~,973,405~~% ~~shares~~ownership of ~~Preferred~~the ~~Stock of Bioxytran~~Company.

~~NOTE 12 – COMMITMENTS AND CONTINGENCIES~~16

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.

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.

At present, there is no other pending litigation or proceeding involving any of our Directors, Officers or employees as to which indemnification is sought, nor are we aware of any threatened litigation or proceeding that may result in claims for indemnification.

NOTE 14 – SUBSEQUENT EVENTS

Finalization of clinical trial recruitment

The recruitment for the clinical trial registered with India’s Central Drugs Standard Control Organisation (CDSCO) under IND (CT/22/000004) on December 2, 2022, “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” was completed on May 1, 2025.

A complete trial report with detailed data is scheduled for publication within 90 days of completed recruitment.

SCHEDULE OF STOCKHOLDER’S EQUITY

Issuances of Preferred Stock for services

Date

# Shares

Amount

Price/Share

Type

Notice

4/01/2025

43,398,388

4,753,688

0.105

5/15/2025

31,251

23,438

0.750

2021 plan (below)

affiliate

5/15/2025

43,429,639

4,777,126

0.105

Issuances of Common Stock for services

Date

# Shares

Amount

Price/Share

Type

Notice

4/01/2025

88,881,859

12,814,089

0.144

5/15/2025

110,384

16,558

0.150

2021 plan (below)

5/15/2025

88,992,243

12,830,647

0.144

Issuances under the 2021 Stock Plan for services

Date

# Shares

Amount

Price/Share

Type

Notice

4/01/2025

8,819,753

702,084

0.080

5/15/2025

156,255

23,438

0.150

stipend

affiliate

5/15/2025

110,384

16,558

0.150

stipend

5/15/2025

9,086,392

742,080

0.082

Shares awarded, but not yet issued, under the 2021 Stock Plan for services:

Date

# Shares

Amount

Price/Share

Type

Notice

5/15/2025

251,580

37,737

0.150

stipend

affiliate

5/15/2025

68,908

10,336

0.150

stipend

5/15/2025

320,488

48,073

0.150

*	Issued as preferred shares
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.
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.

Management sees no further subsequent events requiring disclosure.

~~NOTE~~Item 132. –Management’s ~~SUBSEQUENT~~Discussion ~~EVENTS~~and Analysis of Financial Condition and Results of Operations

The ~~Company~~following ~~has~~discussion ~~evaluated~~and ~~events~~analysis ~~from~~is ~~September~~based 30on, ~~2024~~and should be read in conjunction with, ~~through~~the audited financial statements and the ~~date~~notes thereto for the ~~financial~~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. ~~were~~These ~~issued~~statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and ~~did~~similar ~~not~~expressions or variations. Such forward-looking statements are subject to risks, uncertainties and other ~~than~~factors ~~what~~that could cause actual results and the timing of certain events to differ materially isfrom ~~disclosed~~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 ~~below~~date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments will cause our views to change. However, ~~identify~~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 ~~further~~date subsequent ~~events~~to ~~requiring~~the ~~disclosure~~date of this Quarterly Report on Form 10-Q.

Business Combination

Acquisition of NDPD Pharma, Inc.

Overview

OnWe ~~October~~do ~~25,~~not ~~2024,~~currently ~~the~~have ~~Company’s~~sufficient ~~Board~~capital ofresources ~~Directors unanimously voted~~ to ~~acquire~~fund ~~100%~~operations. ofTo ~~the~~stay ~~issued~~in business and ~~outstanding~~to ~~shares~~continue ofthe ~~Common Stock~~development of ~~NDPD~~our ~~Pharma~~products, we ~~Inc.~~will ~~(“NDPD”).~~need ~~NDPD,~~to ofraise ~~which~~additional ~~the~~capital ~~Company’s~~through ~~officers~~public ~~have~~or ~~beneficial~~private ~~ownership,~~sales ~~had~~of ~~its~~our ~~assets valued~~securities, bydebt anfinancing ~~independent~~or ~~Accredited~~short-term ~~Senior~~bank ~~Appraiser (“ASA”) in Business Valuations. NDPD’s shareholders were offered~~loans, or a ~~stock~~combination ~~purchase agreement, allowing them to sell 100%~~ of ~~their Common Stock at~~ the ~~appraised~~foregoing. ~~value,~~We tobelieve bethat ~~paid~~if bywe ~~issuance~~can ofraise ~~(i)~~ $3,~~389~~700,~~169 shares of Bioxytran Common Stock to non-affiliates~~000, ~~and~~we ~~(ii)~~will ~~28,467,564~~have ~~shares~~sufficient ofworking ~~Bioxytran~~capital ~~Preferred Stock,~~ to ~~affiliates.~~develop ~~The shares~~our ~~were~~business ~~valued~~over ~~using~~ the ~~Volume-Weighted~~next ~~Average~~approximately ~~Price~~fifteen (~~“VWAP”~~15) ofmonths. ~~the~~At ~~Company’s~~funding ~~Common~~raised ~~shares~~that asis ~~quoted~~significantly onless ~~OTC~~than ~~Markets as~~$3,700,000, ofwe ~~the~~can ~~last~~likely continue ~~trading day prior~~ to ~~October~~develop 1,our ~~2024,~~business ~~(the~~over ~~“Valuation Date”);~~ the ~~Preferred shares use the~~ same ~~price~~15-month ~~multiplied by 5~~period, ~~which~~but isfunding ~~the~~at ~~conversion~~that ~~rate~~level ofwill ~~the~~delay ~~Preferred shares into Bioxytran Common shares. The offer was accepted by all NDPD shareholders. The Company claims an exemption from~~ the ~~registration~~development ~~requirements~~ of ~~the~~our ~~Securities Act of 1933 (the “Securities Act”) under~~technology ~~Rule~~and ~~145 promulgated under the Securities Act~~business.

~~NDPD~~Bioxytran, ~~was~~Inc. ~~organized~~is onheadquartered ~~October~~in 5Needham, ~~2017,~~Massachusetts. asThe aCompany’s ~~Delaware~~initial ~~corporation,~~product ~~with~~pipeline ais ~~taxing~~focused ~~structure~~on developing and commercializing therapeutic molecules for Ustroke.S. ~~federal~~BXT-25 ~~and~~will ~~state~~be ~~income~~designed ~~tax~~to asbe aan Cinjectable anti-~~Corporation~~necrosis drug specifically designed to treat a person ~~with~~immediately ~~95,000,000~~after ~~authorized~~that ~~shares~~person ofsuffers ~~Common~~an ~~Stock~~ischemic ~~with~~stroke. aThe ~~par~~drug ~~value~~is ofdesigned $0to be injected intravenously to travel to the lungs to pick up oxygen molecules to carry to the brain.~~0001,~~ ~~and~~Like 5a red blood cell,~~000,000~~ ~~shares~~the ofdrug ~~Preferred~~will ~~Stock~~cross ~~with~~the ablood ~~par~~brain ~~value~~barrier, which is a protective ofsemi-permeable $0membrane allowing some material to cross but preventing others from crossing.~~0001.~~ AtBXT-25 will be designed to diffuse oxygen into the ~~time~~brain oftissues. We expect the ~~acquisition~~BXT-25 ~~NDPD~~molecule ~~had~~to 15be 5,000~~,000~~ ~~shares~~times ofsmaller ~~Common~~than ~~Stock~~a ~~outstanding~~red blood cell.

~~At the~~Provided ~~time~~that ofthe ~~acquisition,~~Company ~~NDPD~~obtain ~~held~~adequate 14funding,~~085,410 shares of Bioxytran Preferred Stock with a fair market value of $7,660,000 and a book value~~ ~~of $4,007,572. These shares were subsequently canceled and returned to treasury. NDPD also held~~ the ~~patents~~following ~~for~~future ~~ProLectin-M~~milestones ~~(“PLM”), a~~are ~~compound based on Partially Hydrolyzed Guar Gum (“PHGG”).~~anticipated:

WO2022099052A1	Polysaccharides for Use in Treating Sars-Cov-2 Infections
WO2023178228A1	Lectin-Binding Carbohydrates for Treating Viral Infections

●	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 second 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 second 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 ~~right~~accompanying ofconsolidated ~~use,~~financial ~~limited~~statements tohave ~~the~~been ~~COVID-19~~prepared ~~indication,~~assuming ~~for~~ the ~~patents~~Company ~~were~~will ~~transferred~~continue ~~to Bioxytran~~ as ~~per~~a ~~the~~going ~~License~~concern. ~~Agreement~~The ~~between~~Company ~~Pharmalectin,~~has ~~Inc.~~limited resources and ~~NDPD~~operating ~~Pharma, Inc~~history. ~~dated~~The ~~May~~Company 2,currently ~~2021~~has ~~(“the~~one ~~“License~~convertible ~~Agreement”),~~loan ~~wherein~~outstanding ~~NDPD~~at ~~was to receive~~ a ~~33%~~total ~~royalty.~~face ~~The~~ value of $805,000, ~~the~~remaining ~~License~~debt ~~Agreement~~mounts ~~was~~to ~~appraised at~~ $81,~~190~~041,~~000.~~601 ~~However~~(whereof $415,293 ~~in-vitro~~is ~~studies~~owed ~~and~~to ~~limited~~affiliates). ~~human~~As ~~trials have~~ shown ~~that~~in ~~PLM~~the ~~has~~accompanying aconsolidated financial ~~much broader application than initially anticipated~~statements, ~~with~~the ~~promising~~Company ~~results~~had ~~across~~an ~~multiple~~accumulated ~~indications,~~deficit ~~including RSV,~~of ~~H1N1~~$20, ~~EBV~~274,803 ~~shingles,~~as ~~and~~at ~~conjunctivitis,~~March ~~among others~~31, ~~suggesting~~2025. ~~the~~The ~~value~~accumulated ofdeficit ~~the~~as ~~patents~~at December ~~could~~31, be2024, ~~significantly~~was ~~higher~~$18,921,169.

The ~~following~~future ~~table~~of ~~summarizes~~ the ~~fair~~Company ~~market~~is ~~value~~dependent ofupon ~~assets~~its ~~acquired~~ability ~~and~~to ~~liabilities~~obtain ~~assumed~~financing asto develop its new business opportunities and support the cost of the ~~acquisition~~drug ~~date:~~development including clinical trials and any regulatory submission to the FDA.

SCHEDULE OF FAIR MARKET VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

	October 25, 2024
Consideration Paid
Common Stock – 3,389,169 shares @ $0.109	$	368,623
Preferred Stock – 28,467,564 shares @ $0.543		15,481,377
Preferred Stock returned to Treasury - 14,085,410 shares		(4,007,572	)
Total consideration	$	11,842,428

Assets acquired and liabilities assumed:
Cash	$	396
Assumed Expenses		1,828
Intangible assets – amortized over 17 years		8,190,000
Goodwill		5,382,610
Deferred taxes (21%)		(1,719,900	)
Loan from affiliate		(12,506	)
Assumed value	$	11,842,428

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.

~~The~~RESULTS ~~Company~~OF 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.OPERATIONS

~~Intangible~~We ~~assets~~are ~~relate~~a toclinical ~~the~~stage ~~two patents WO2022099052A1 and WO2023178228A1 and to the License Agreement~~company. ~~The~~Historically, ~~acquired~~Bioxytran ~~definite-lived~~was ~~intangible assets~~engaged ~~are~~in ~~being amortized over a weighted-average estimated useful life~~formation, ~~currently~~fund ~~eighteen~~raising ~~years,~~and onidentifying aand ~~straight-line~~consulting ~~basis.~~with ~~The fair~~the ~~value~~scientific ofcommunity ~~the~~regarding ~~intangible assets was determined by using~~ the ~~“income approach~~development,” ~~which~~formulation isand atesting ~~valuation technique that provides the fair value~~ of ~~an asset based on market participant expectations of the cash flows an asset would generate over~~ its ~~remaining useful life~~products. ~~Some~~We ofare ~~the~~actively ~~significant~~engaged ~~assumptions inherent~~ in ~~the~~research ~~development of these asset valuations include the estimated net cash flows for each year for each asset or product (including revenues~~ and ~~EBITDA), the appropriate discount rate necessary to measure the risk~~development ~~inherent~~activities inthrough ~~each~~our ~~future cash flow stream~~Subsidiary, ~~the life cycle of each asset~~Pharmalectin, ~~the potential regulatory and commercial success risk~~Inc., ~~and~~developing ~~competitive trends impacting~~ the ~~asset and each cash flow stream, as well as other factors~~ProLectin-Rx.

~~Goodwill,~~Research ~~which is derived from the enhanced scientific expertise,~~ and our ability to provide broader service solutions through a comprehensive portfolio, is recorded based on the amount by which the purchase price exceeds the fair value of the net assets acquired and is not deductible for tax purposes. In accordance with ASC 805-740, the Company established a deferred tax liability with an offset to goodwill in connection with the accounting for the opening balance sheet of the NDPD acquisition as a result of book-to-tax differences primarily related to the intangible assets. Goodwill is not amortized but ASC 350 require instead that companies test goodwill for impairment at least annually. Goodwill impairment testing involves comparing the carrying amount of goodwill (the amount at which it is recorded on the balance sheet) to its fair value. If the carrying amount exceeds the fair value, an impairment loss is recognized.Development

Stockholder’s Equity

	March 31, 2025		March 31, 2024
Research and development:
Process development	$	100,000	$	—
Product development		-500		—
Regulatory		—		—
Clinical trials		250,000		—
Project management		—		27,000
Total research and development	$	349,500	$	27,000

~~SCHEDULE~~During OFthe ~~STOCKHOLDER’S~~three months ended March 31, 2025, the Company recorded $349,500 in R&D expenses. During the three months ended March 31, 2024, ~~EQUITY~~ the Company recorded $27,000.

Issuance of Preferred Stock
Date		# Shares			Amount			Price/Share	Type	Notice
10/25/2024	c	(13,287,985	)	$	(3,959,463	)	$	0.298	return to treasury	affiliate
10/25/2024	a	28,467,564			15,481,377			0.543	subsidiary acquisition	affiliate
10/25/2024	b	(714,949	)	$	(8,109	)	$	0.011	see 2021 stock plan	affiliate

General and Administrative

Issuance of Common Stock
	March 31, 2025			March 31, 2024
Date			# Shares				Amount		Price/Share	Type	Notice
General and administrative expenses:
10/25/2024	a		3,389,169			$	368,623	$	0.109	subsidiary acquisition
Payroll and related expenses	$	1,284		$	377,122
10/25/2024	b		155,091			$	15,044	$	0.097	see 2021 stock plan
Costs for legal, accounting and other professional services		54,670			2,114
Costs for legal, accounting and other professional services affiliates		5,000			—
Marketing expense		15,000			22,000
Miscellaneous expenses		62,690			50,748
Compensation expense to BoD and Management		16,251			131,835
Compensation expense to consultants		10,747			168,410
Total general and administrative	$	165,642		$	752,229

Warrants (forfeited)
Date		# Warrants			APIC Amount			Price/Share	Type	Notice
10/22/2024	d	(50,000	)	$	(21,606	)	$	2.000	forfeiture

The significant decrease in Payroll and related expenses for the three months ended March 31, 2025, were due to the Company’s Officers forfeiting $578,959 in accrued payroll.

The Costs for legal, accounting and other professional services ended up at $59,670 (whereof $5,000 was affiliate related) for the three months ended March 31, 2025, and $2,114 for the three months ended March 31, 2024.

Sales and marketing expense for the three months ended March 31, 2025, were $15,000, as compared to $22,000 for the three months ended March 31, 2024. The decrease costs are due to reduced stock promotional activities in 2025.

Miscellaneous G&A expenses during the three months ended March 31, 2025, and 2024, was $62,689 and $50,748, respectively.

Stock-based compensation mounted to $26,998 for the three months ended March 31, 2025, (whereof $16,251 to affiliates). The stock-based compensation for the three months ended March 31, 2024, was $300,245, (whereof $131,835 for affiliates).

Shares awarded (forfeited) under the 2021 Stock Plan
Date		# Shares			Amount			Price/Share	Type	Notice
10/25/2024	b*	412,380		$	40,000		$	0.097	stipend	affiliate
10/25/2024	b	155,091			15,044			0.097	stipend
10/25/2024	c*	(3,987,124	)	$	(48,109	)	$	0.012	return to treasury	affiliate

Other (income) expenses

a	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.
		March 31, 2025		March 31, 2024
b	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.
Other (income) expenses:
c	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.
Gain/Loss of issuance		$	—	$	(235,245	)
d	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.
Change in FV of Derivative			804,752		—
*	The shares were issued as shares of Preferred Shares, but are for comparison purposes expressed as Common share equivalents in this table.
Interest expense			31,157		26,374
Interest expense affiliate			733		1,457
Debt discount amortization			—		—
Amortization of warrants and debt discount			—		—
Amortization of IP			1,851		2,031
Total other (income) expenses		$	838,493	$	(205,383	)

~~Management~~During ~~sees~~the nothree ~~further~~months ~~subsequent~~ended ~~events~~March ~~requiring~~31, ~~disclosure~~2025, the Company recorded an $804,752 change in derivative fair value due to an increased market price of the Company’s Common shares, while the interest expense was $31,890 (whereof $733 to affiliates), $1,851 was amortized from the Company’s IP. During the three months ended March 31, 2024, the Company recorded an interest expense of $27,831 (whereof $1,457 to affiliates), $2,031 was amortized from the Company’s IP and a gain on issuance of $235,245 was accounted for due to incorrect valuation of issued shares.

Non-Controlling Interest

March 31,

2025

March 31,

2024

Net loss attributable to the non-controlling interest

—

13,324

For the three months ended March 31, 2024, there was a non-controlling interest attribution of $13,324, 100% of the subsidiaries shares were acquired in 2024, why the attribution of $13,324 is for the period prior to the acquisition.

Net Loss

	March 31, 2025			March 31, 2024
Net loss attributable to Bioxytran	$	(1,353,635	)	$	(560,522	)

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

Weighted average number of common shares outstanding, basic		88,839,723			138,598,691

The Company generated a net loss for the three months ended March 31, 2025, of $1,353,635. In comparison, for the three months ended March 31, 2024, the Company generated a net loss of $560,522. The significant difference is due to the Company’s valuation of it’s derivative debt.

CASH-FLOWS

	March 31, 2025			March 31, 2024
Net cash used in operating activities	$	(167,323	)	$	(109,567	)

Net cash used in investing activities		(15	)		(5,995	)

Net cash provided by financing activities		166,532			99,500

Cash, beginning of period		5,154			26,086
Cash, end of period		4,348			10,024
Net increase (decrease) in cash	$	(806	)	$	(16,062	)

~~Item~~Net 2.cash ~~Management’s~~used ~~Discussion~~in operating activities was $(167,323) and ~~Analysis~~$(109,567) offor ~~Financial~~the ~~Condition~~three ~~and~~months ~~Results~~ended ofMarch ~~Operations~~31, 2025, and 2024, respectively.

~~The~~Net ~~following~~cash ~~discussion~~used ~~and analysis is based on, and should be read~~ in ~~conjunction~~investing ~~with,~~activities: ~~the~~In ~~audited financial statements and~~ the ~~notes thereto~~three ~~for~~months ~~the two years~~ ended ~~December~~March 31, ~~2023~~2025, ~~included in our Annual Report on Form 10-K as filed with~~ the ~~Securities~~Company ~~and~~is ~~Exchange Commission~~in ~~on March 22, 2024. This discussion contains forward-looking statements. These statements are often identified by~~ the ~~use~~process of ~~words~~ ~~such~~filing asa ~~“may~~patent,” ~~“will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,”~~ and ~~similar expressions or variations. Such forward-looking statements~~ ~~are~~$15 ~~subject~~was tospent 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~~legal ~~Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q~~fees. WeIn ~~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,~~three ~~we have~~months noended ~~current~~March ~~intention of doing so~~31, ~~except to the extent required by applicable law. You should~~2024, ~~therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to~~ the ~~date~~amount ofwas ~~this Quarterly Report on Form 10-Q~~$5,995.

~~Overview~~Cash flows from financing activities were $166,532 and $99,500 for the three months ended March 31, 2025, and 2024, respectively.

WeThe doavailable ~~not~~cash ~~currently~~was ~~have~~$4,348 ~~sufficient~~and ~~capital~~$10,024 ~~resources to fund operations into the future. To stay~~ in ~~business and to continue~~ the ~~development of~~end ~~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.~~three ~~We believe that if we can raise $3,700,000, we will have sufficient working capital to develop our business over the next approximately 15~~ months. Atended ~~funding~~March ~~raised that is significantly less than $3~~31,~~700,000,~~ ~~we can likely continue to develop our business over the same 15-month period~~2025, ~~but funding at that level will delay the development of our technology~~ and ~~business~~2024, respectively.

Bioxytran, Inc. is headquartered in Needham, Massachusetts. The Company’s initial product pipeline is focused on developing and commercializing therapeutic molecules for stroke. The Acellular Oxygen Carrier (“AOC” or “BXT-25”) will be designed to be an injectable anti-necrosis drug specifically designed to treat a person immediately after they have suffered an ischemic stroke. The drug is designed to be injected intravenously to travel to the lungs to pick up oxygen molecules to carry to the brain. Like a red blood cell, we expect that the drug will cross the blood brain barrier, which is a protective semi-permeable membrane allowing some material to cross but preventing others from crossing. BXT-25 will be designed to diffuse oxygen into the brain tissues. We expect the BXT-25 molecule to be 5,000 times smaller than a red blood cell.

On December 2, 2022, India’s Central Drugs Standard Control Organisation (CDSCO) issued an Investigational New Drug (an “IND”) with permission to conduct: “A Phase 1b/2a Randomized, Blinded, placebo-controlled Study in Participants with Mild to Moderate COVID-19 to Evaluate the Safety, Efficacy, and Pharmacokinetics of Orally Administered ProLectin-M”. The study will continue by filing an Emergency IND with the FDA in the fourth quarter of 2024, provided we obtain adequate funding. An IND is currently under preparation to be filed with the FDA in the third quarter of 2024.

On January 27, 2023, an additional IND with the CDSCO was issued for ProLectin-I for an IV treatment of SARS-CoV-2 in hospitalized patients with moderate Covid-19 infections and for Long Covid, and for ProLectin-F for treatment of lung-fibrosis as a result of use of ventilator in treatment.

On April 19, 2023, the Company announced that its long-awaited Acellular Oxygen Carrier, has been successfully tested in animals. The initial results are very encouraging because they show the non-toxicity of the experimental drug, along with the corresponding full recovery in Swiss Albino mice, in an experiment carried out in a joint venture with NDPD Pharma, Inc. As a next step, the Company intends to proceed with a 28-day repeated dose toxicity study using New Zealand Rabbits and Wistar Rats as funding permits.

On August 19, 2024, a Company affiliate exercised an option dated November 11, 2021 and exchanged 14,410,000 shares (49%) in Pharmalectin for 8,973,405 shares of Preferred Stock in Bioxytran. This exchange resulted in the Company owning 100% of the issued and outstanding shares of Common stock of Pharmalectin.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited resources and operating history. The Company currently has convertible loans outstanding at a total face value of $805,000. As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit of $18,298,861 as at September 30, 2024. The accumulated deficit as at December 31, 2023, was $15,589,288.

The future of the Company is dependent upon its ability to obtain financing to develop its new business opportunities and support the cost of the drug development including clinical trials and regulatory submission to the FDA.

Management plans to seek additional capital through private placements and public offerings of its equity and/or debt securities. There can be no assurance that the Company will be successful in accomplishing its objectives. Without such additional capital or the establishment of strategic relationships with established pharmaceutical companies, the Company may be required to cease operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue operations.

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024, AND 2023

We are a clinical stage company. Historically, Bioxytran was engaged in formation, fund raising and identifying and consulting with the scientific community regarding the development, formulation and testing of its products. As of the fourth quarter of 2021, the Company has engaged in research and development activities through its Subsidiary, Pharmalectin, Inc., developing the Company’s anti-viral therapeutic ProLectin. In the second quarter, the Company also started the development of our hypoxia platform technology AOC.

OPERATING EXPENSES (restated)
Research and development
	Three months ended					Nine months ended
	September 30, 2024		September 30, 2023			September 30, 2024		September 30, 2023
Process development	$	—	$	150,000		$	—	$	275,440
Product development		50,500		—			50,500		19,938
Regulatory		500		35,129			500		94,643
Clinical trials		—		145,000			—		206,750
Project management		—		(14,000	)		27,000		8,000
Total research and development	$	51,000	$	316,129		$	78,000	$	604,771

During the three months ended September 30, 2024, the Company recorded $51,000 in R&D expenses. During the three months ended September 30, 2023, the Company recorded $316,129 in R&D expenses. During the nine months ended September 30, 2024, the Company recorded $78,000 in R&D expenses. During the nine months ended September 30, 2023, the Company recorded $604,771 in R&D expenses.

General and Administrative
	Three months ended				Nine months ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Payroll and related expenses	$	161,967	$	375,588	$	702,120	$	1,128,259
Costs for legal, accounting and other professional services		21,901		17,455		90,248		137,626
Promotional expenses		28,000		66,500		336,125		595,449
Miscellaneous expenses		44,465		71,235		128,080		170,014
Total general and administrative	$	256,333	$	530,778	$	1,256,573	$	2,031,348

Payroll and related expenses were $161,967 for the three months ended September 30, 2024, and $702,120 for the nine months ended September 30, 2024. For the same periods in 2023, the amount was $375,588 and $1,128,259, respectively. The reduced cost is a result of the management teams 67% compensation cut for the remainder of 2024, or until the Company is listed on a major national stock exchange, whichever comes first. The Costs for legal, accounting and other professional services for the three and nine months ended September 30, 2024, were $21,901 and $90,248 respectively, as compared to $17,455 and $137,626 for the three and nine months ended September 30, 2023. A total amount of $81,110 in investment services was expensed in the second quarter of 2023. Promotional expenses for the three and nine months ended September 30, 2024, were $28,000 and $336,125 respectively, as compared to $66,500 and $595,449 for the three and nine months ended September 30, 2023. A 2-year promotional contract in 2023, was fully expensed as no claw-back was defined. Miscellaneous G&A expenses during the three and nine months ended September 30, 2024, was $44,465 and $128,079, respectively. During the three and nine months ended September 30, 2023, was $71,235 and $170,015. The decrease is based on a maintenance contract expensed in the 2nd quarter of 2023.

Stock-based Compensation & Loss on issuance (restated)
	Three months ended				Nine months ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Compensation expense affiliates	$	30,455	$	57,240	$	217,290	$	74,740
Compensation expense others		8,416		81,318		187,517		82,528
Total compensation expense	$	38,871	$	138,558	$	404,807	$	157,268

Stock-based compensation amounted to $38,871 (of which $30,455 was payable to affiliates) for the three months ended September 30, 2024. The stock-based compensation for the three months ended September 30, 2023, was $138,558 (of which $57,240 was payable to affiliates). Stock-based compensation amounted to $404,8070 (of which $217,290 was payable to affiliates) for the nine months ended September 30, 2024. Stock-based compensation amounted to $157,268 (of which $74,740 was payable to affiliates) for the nine months ended September 30, 2023.

Other expenses
	Three months ended				Nine months ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Interest expense	$	17,845	$	48,701	$	63,950	$	155,399
Interest expense, affiliate		1,809		—		4,324		—
Loss on Issuance		—		91,868		—		91,686
Amortization of IP		1,516		1,803		5,083		4,505
Debt discount amort & warrant issuance		25,000		—		55,000		348,637
Total other income (expenses)	$	46,170	$	142,190	$	128,357	$	600,227

During the three months ended September 30, 2024, the interest expense was $19,654 (of which $1,809 was payable to affiliates), $1,516 was amortized from the Company’s IP and $25,000 was amortized in debt discount. During the three months ended September 30, 2023, the Company’s interest expense was $48,701 and $1,803 was amortized from the Company’s IP. During the nine months ended September 30, 2024, the Company amortized $5,083 from the Company’s IP and $55,000 in amortization of debt discount, as compared to, $4,505 from the Company’s IP and $348,637 of warrant amortization of for the nine months ended September 30, 2023. The interest expense for the nine months ended September 30, 2024, was $68,274 (of which $4,324 was payable to affiliates), as compared to $155,399 for the nine months ended September 30, 2023. On July 25, 2024, the Company agreed to pay a debt discount of $105,000 for an extension of the note, with a new maturity date of December 1, 2024. The debt discount is amortized over the remaining duration. The loss on issuance in September 2023 was due to a valuation difference of $91,686 leading to a restatement of Additional Paid In Capital (“APIC”) corrected in September 2024.

Net Loss (restated)
	Three months ended						Nine months ended
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Net loss attributable to Bioxytran	$	(392,374	)	$	(1,092,878	)	$	(1,854,413	)	$	(3,325,178	)
Loss per Common share, basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Weighted average number of Common shares outstanding, basic		126,391,176			136,443,056			153,821,016			129,441,332

The Company generated a net loss for the three months ended September 30, 2024, of $392,374. In comparison, for the three months ended September 30, 2023, the Company generated a net loss of $1,092,878. The Company generated a net loss for the nine months ended September 30, 2024, of $1,854,413. In comparison, for the nine months ended September 30, 2023, the Company generated a net loss of $3,325,178. The significant difference is directly related to the Company’s R&D activities due to lack of capital in 2023, and to the temporary reduction in salary by the Company’s management.

CASH-FLOWS (restated)
	September 30, 2024			September 30, 2023
Net cash used in operating activities	$	(98,047	)	$	(682,749	)
Net cash used in investing activities		(17,867	)		(37,740	)
Net cash provided by financing activities		124,500			505,361
Net increase (decrease) in cash		8,586			(215,128	)
Cash, beginning of period		26,086			295,401
Cash, end of period	$	34,672		$	80,273

Net cash used in operating activities was $98,047 and $682,749 for the nine months ended September 30, 2024, and 2023, respectively. The decrease was due to a reduction of the research and development activities due to lack of funding. In the nine months ended September 30, 2024, the Company is in the process of filing a patent, and $17,867 was spent in legal fees. In the nine months ended September 30, 2023, the amount was $37,740. During the nine months ending September 30, 2024, the Company had raised $124,500 through issuance of Common shares. In the same period ended September 30, 2023, the Company had raised $505,361. The available cash was $34,672 and $80,273 in the end of the nine months ended September 30, 2024, and 2023, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Cash and Cash Equivalents
		September 30, 2024		December 31, 2023
Cash	$	34,672	$	26,086
Total current assets	$	34,672	$	26,086

Current Assets

As of September 30, 2024, our current assets consisted of $34,672 of cash at December 31, 2023, we had $26,086 of cash.

	March 31, 2025		December 31, 2024
Current assets:
Cash	$	4,348	$	5,154
Total current assets	$	4,348	$	5,154

Fixed Assets
	Estimated End-of- Life (year)	September 30, 2024			December 31, 2023
Capitalized patent costs	2041	$	141,348		$	123,480
Accumulated amortization			(17,012	)		(11,928	)
Intangible assets, net		$	124,336		$	111,552

As of March 31, 2025, our current assets consisted of $4,348 in cash. At December 31, 2024 we had $5,154 in cash.

At September 30, 2024, there was $141,348 in capitalized patent costs and the accumulated amortization was $17,012. Amortization is made on a straight-line basis based on the remaining useful life. At December 31, 2023, there was $123,480 in capitalized patent costs and the accumulated amortization was $11,928.Current Liabilities

Current Liabilities
	March 31, 2025		December 31, 2024
	September 30, 2024		December 31, 2023
Current liabilities:
Accounts payable and accrued operative expenses, ex-interest	$	101,360	$	72,553
Accounts payable and accrued expenses	$	555,792	$	278,258
Accounts payable affiliate		32,150		2,000
Accounts payable affiliates		7,683		147,286
Accrued interest		123,352		223,759
Un-issued shares liability		11,920		91,729
Accrued interest affiliate		2,934		—
Un-issued shares liability affiliates		16,680		132,639
Un-issued shares liability		10,194		510,284
Loan from affiliates		407,610		241,078
Un-issued shares liability affiliate		40,000		515,904
Other short-term loans		48,000		48,000
Short term loan		38,000		—
Convertible notes payable, net of discount		805,000		805,000
Short term loan affiliate		140,588		25,000
Derivative liability		991,404		186,652
Convertible notes payable, net of discount		755,000		1,900,000
Total current liabilities	$	2,844,089	$	1,930,642
Total current liabilities	$	1,243,578	$	3,249,500

At March ~~September 30~~31, ~~2024~~2025, we had total liabilities of $12,~~243~~844,~~579~~089, which consisted of $~~132~~563,~~510~~475 in accounts payable and accrued ~~operative~~ expenses (of which $327,~~150~~683 was payable to ~~affiliates~~related parties), $~~126~~28,~~286~~600 in ~~accrued~~un-issued ~~interest~~shares (of which $216,~~934~~680 was payable to ~~affiliates~~related parties), and $50805,~~194~~000 in one ~~un-issued~~convertible ~~shares~~loan ~~(of~~coupled ~~which~~with ~~$40,000~~a ~~was~~derivative ~~payable~~liability toof ~~affiliates),~~ $~~178~~991,~~588~~404 inand ~~short term loans (of which~~ $~~140~~407,~~588~~610 ~~was~~in ~~payable~~a toloan from affiliates) and $~~755~~48,000 in aother ~~convertible loan~~short-term loans. At December 31, ~~2023~~2024, we had total liabilities ~~were~~of $31,~~249~~930,~~500~~642, ~~consisting~~which consisted of $74425,~~553~~544 in accounts payable and accrued ~~operative~~ expenses (of which $2147,~~000~~286 was payable to ~~affiliates~~related parties), $~~223~~224,~~759~~368 in ~~accrued interest, $1,026,188 in~~ un-issued shares (of which $~~515~~132,~~904~~639 was payable to ~~affiliates~~related parties), ~~$25,000 in loans from affiliates~~ and $1805,~~900,~~000 in ~~the~~one ~~form of two~~ convertible ~~loans~~loan ~~net~~coupled ofwith ~~discount.~~a ~~Accounts~~derivative ~~due~~liability of $~~385~~186,~~404~~652 ~~was converted into Company stock,~~ and a $~~500~~241,~~000~~078 ~~license~~in ~~fee~~a ~~for~~loan ~~the~~from ~~MDX~~affiliates ~~viewer~~and ~~were~~$48,000 in ~~un-issued~~other ~~at 2023 year~~short-~~end~~term loans.

24Net Working Capital and Accumulated Deficit

Net Working Capital and Accumulated Deficit (restated)
	March 31, 2025			December 31, 2024
	September 30, 2024			December 31, 2023
Net working capital	$	(2,839,741	)	$	(1,925,488	)
Net working capital	$	(1,208,907	)	$	(3,223,414	)
Accumulated deficit	$	(20,274,803	)	$	(18,921,169	)
Accumulated deficit	$	(18,298,861	)	$	(15,589,288	)

At March ~~September 30~~31, ~~2024~~2025, the net working capital was negative ($12,~~208~~839,~~907)~~741 and the accumulated deficit of $1820,~~298~~274,~~861~~803. Comparatively, on December 31, ~~2023~~2024, we had net working capital of negative ($31,~~223~~925,~~414)~~488 and anthe accumulated deficit of $1518,~~589~~921,~~288~~169. We believe that we must raise not anless ~~additional~~than $3,700,000 to be able to continue our business operations for the next 15 months.

~~NON-CONTROLLING INTEREST~~21

	Three months ended				Nine months ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Net loss attributable to non-controlling interest	$	n/a	$	34,777	$	13,324	$	68,435

Cash Proceeds from Financing Activities

	September 30, 2024		December 31, 2023
	March 31, 2025		March 31, 2024
Net equity non-controlling interest	$	n/a	$	(680,886	)
Cash proceeds from financing activities
Short-term loans	$	—	$	38,000
Short-term loans, affiliates		166,532		—
Proceeds from convertible note transactions		—		61,500
Net cash provided by financing activities	$	166,532	$	99,500

~~The~~During the ~~non-controlling~~three ~~interest~~months ~~was~~ending ~~eliminated~~March ~~directly~~31, ~~against~~2025, ~~accumulated deficit. As per~~ the ~~exchange~~Company ~~terms~~had innot ~~the~~raised ~~Joint~~any ~~Venture~~funds, ~~Agreement~~but ~~dated~~borrowed ~~November 15~~$166,532 ~~2020,~~from anits ~~affiliate,~~affiliates. ofDuring ~~which~~ the three ~~beneficial~~months ~~ownership~~ending ~~includes~~March ~~the~~31, ~~Company’s officers~~2024, ~~had~~ the ~~option~~Company tohad ~~convert~~raised up$61,500 toin ~~15,000,000~~form ~~shares~~of ina ~~the~~convertible ~~Subsidiary~~note ~~into~~and aconverted ~~17.5%~~$38,000 orfrom aaccounts ~~pro-rated~~payables ~~quantity~~to ~~thereof,~~short-term ~~ownership~~debt. inThe ~~the~~ Company. Onis ~~August~~aware ~~19,~~that ~~2024,~~its current ~~the~~cash ~~affiliate~~on ~~exercised~~hand ~~the~~will ~~option~~not ~~and~~be ~~exchanged~~sufficient ~~14,410,000~~to ~~shares~~fund ~~(49%)~~its inprojected ~~the~~operating ~~subsidiary~~requirements ~~against~~through ~~8,973,405~~the ~~shares~~month of ~~Preferred~~June ~~Stock in Bioxytran~~2025.

~~Upcoming~~Planned Financing Activities

The Company ~~still~~intends ~~struggles~~to ~~with~~issue a ~~deflated~~Private ~~stock~~Placement ~~price~~Offering onunder ~~OTC~~Regulation ~~Markets~~D ~~which~~in ~~makes it very difficult to raise funds without heavily discounting~~ the ~~price~~order ~~and~~of ~~diluting~~$4 ~~the~~million ~~shareholders. The Company is actively working on finding financing alternatives~~ in ~~order~~the tospring ~~continue~~of ~~its regulatory approval activities~~2025.

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~~Commitments

We have no current commitment from our ~~officers~~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.

25Contractual Obligations

	March 31, 2025		December 31, 2024
Interest on notes payable	$	174,799	$	143,642
Convertible notes payable		805,000		805,000
Total	$	979,799	$	948,642

As at March 31, 2025, our contractual obligations include one convertible note with a principal of $805,000, the accrued interest for these notes mounting to $174,799. As at December 31, 2024, there were four convertible notes with a principal of $805,000, the accrued interest for these notes mounting to $143,642.

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.

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~~Common ~~stock~~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~~Common ~~stock~~Stock and other equity-based grants to its employees and ~~directors~~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.

~~Recent~~Fair ~~Accounting Standards~~Value

~~In August 2020, the Financial~~ Accounting Standards ~~Board~~Codification ~~(“FASB”)~~subtopic ~~issued Accounting Standards Update (“ASU”) 2020~~825-0610, ~~Debt~~ —Financial ~~Debt~~Instruments ~~with Conversion and Other Options~~ (~~Subtopic~~“ASC ~~470~~825-2010”) ~~and~~requires ~~Derivatives~~disclosure ~~and~~of ~~Hedging~~the —fair ~~Contracts~~value inof ~~Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for~~ certain financial instruments. ~~ASU~~The ~~2020-06~~carrying ~~eliminates the~~value ~~current models that require separation~~ of ~~beneficial~~cash ~~conversion~~ and cash ~~conversion~~equivalents, ~~features~~accounts ~~from~~payable ~~convertible~~and ~~instruments~~accrued liabilities, and ~~simplifies~~short-term borrowings, ~~the~~as ~~derivative~~reflected ~~scope~~in ~~exception~~the ~~guidance~~balance ~~pertaining~~sheets, toapproximate ~~equity~~fair ~~classification~~value because of ~~contracts~~the inshort-term anmaturity ~~entity’s~~of ~~own~~these ~~equity~~instruments. ~~The~~All ~~new~~other ~~standard~~significant ~~also~~financial ~~introduces~~assets, ~~additional~~financial ~~disclosures~~liabilities ~~for convertible debt~~ and ~~freestanding~~equity instruments ~~that~~of the Company are ~~indexed~~either torecognized ~~and~~or ~~settled~~disclosed in ~~an entity’s own equity. ASU 2020-06 amends~~ the ~~diluted~~financial ~~earnings~~statements together ~~per~~with ~~share~~other ~~guidance,~~information ~~including~~relevant ~~the requirement to use the if-converted method~~ for ~~all~~ ~~convertible~~making ~~instruments.~~a ~~ASU~~reasonable ~~2020-06~~assessment isof ~~effective~~future ~~January~~cash 1flows, ~~2022,~~interest ~~and~~rate ~~should~~risk beand ~~applied~~credit ~~on a full or modified retrospective basis,~~risk. ~~with~~Where ~~early~~practicable ~~adoption~~the ~~permitted~~fair ~~beginning~~values onof ~~January~~financial 1,assets ~~2021.~~and ~~The~~financial ~~Company~~liabilities ~~adopted~~have ~~ASU~~been ~~2020-06~~determined ~~effective~~and ~~January~~disclosed; 1,otherwise ~~2021.~~only ~~The adoption of~~available ~~AASU~~information ~~2020-06~~pertinent ~~did~~to ~~not~~fair ~~have~~value anhas ~~impact~~been ~~on the Company’s financial statements~~disclosed.

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 ~~September~~March 3031, ~~2024~~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 ~~September~~March 3031, ~~2024~~2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring 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.

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 ~~September~~March 3031, ~~2024~~2025, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO revised in May 2013.

No Attestation Report by Independent Registered Accountant

The effectiveness of our internal control over financial reporting as of ~~September~~March 3031, ~~2024~~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 the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, that has materially affected, or is reasonably likely to materially affect, our internal 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.

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

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

Date

# Shares

Amount

Price/Share

Type

Notice

8/19/2024

776,817

353,840

0.456

debt conversion

affiliate

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.

Unregistered sales of Common Stock issued during the reporting period:

Date		# Shares		Amount		Price/Share		Type	Notice
1/17/2024	a		333,333	$	45,000	$	0.135	private placement
1/18/2024	b		3,703,704		500,000		0.135	debt conversion
1/18/2024	b		3,599,289		485,904		0.135	debt conversion		affiliate
3/27/2024	b		3,705,808		385,404		0.104	debt conversion
4/04/2024	b		1,000,000		104,000		0.104	debt conversion
4/15/2024	a		173,077		18,000		0.104	private placement
4/19/2024	b		250,000		32,125		0.129	debt conversion
4/22/2024	a		194,553		25,000		0.128	private placement
5/20/2024	b		1,027,397		150,000		0.146	debt conversion

a 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. b 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. c 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.

All funds received though these equity transactions have been used for general working capital expenses.

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

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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 ~~September~~March 3031, ~~2024~~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.

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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: October 28, 2024	By:	/s/ David Platt
Date: May 15, 2025	By:	/s/ David Platt
		David Platt
		Chief Executive Officer
		/s/ Ola Soderquist
		Ola Soderquist
		Chief Financial Officer

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