10-Q/A - BIXT - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

10-Q/A

Amendment

No. 1

☒

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

For the quarterly period ended ### March 31, 2024

☐

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<br> or other jurisdiction of<br><br> incorporation or organization)	(Primary<br> Standard Industrial<br><br> Classification Code Number)	(I.R.S.<br> Employer <br><br> Identification No.)
75 2nd Avenue, Ste 605, Needham, MA	02494
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(Address<br> of principal executive offices)	(Zip<br> Code)

617-454-1199

(Registrant’s telephone number, including area code)

Securities

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

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> 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<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> Reporting Company	☒
		Emerging<br> 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 April 19, 2024 was 174,962,481.

Explanatory

Note

This Amendment No. 1 to the Quarterly Report on Form 10-Q of Bioxytran, Inc. for the quarter ended March 31, 2024, originally filed on April 19, 2024 (the “Original Filing”), is being filed solely to correct Note 12 to the Financial Statements in the original filing. Inadvertently, the month of May was incorrectly stated, instead of the month of April. Note 12 - Subsequent Events, of this Amendment No. 1, has been restated with the actual month of issuance for the shares of Common Stock.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-Q/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-Q/A and this Form 10-Q/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.

Except as described above, no other changes have been made to the Original Filing, and this Form 10-Q/A does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Form 10-Q/A does not reflect events that may have occurred subsequent to the filing date of the Original Filing.

BIOXYTRAN, INC.

NOTES TO THE CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS

IN THE THREE MONTHS ENDEDMARCH 31, 2024 AND 2023

(UNAUDITED)

NOTE

12 – SUBSEQUENT EVENTS

The Company has evaluated events from March 31, 2024 through the date the financial statements were issued. The events requiring disclosure for this period are as follows;

Remuneration

Adjustment by Management Team

Themanagement team will reduce their compensation with 67% for the remainder of 2024, or until the Company is listed on a major nationalstock exchange, whichever comes first.

Common

stock

StockSubscription

On

April 15, 2024, the Company issued 173,077 shares of Common Stock for a cash investment of $18,000, or $0.104/share. $4,000 of these funds were included as unissued shares in the financial statements at March 31, 2024.

Conversionof Note

On April 15, 2024, the Company issued 479,192 shares of Common Stock in conversion of a note of $61,500 and $795 in interest, or $0.13/share.

SharesAwarded under the 2021 Stock Plan

On April 4, 2024, the Company issued 1,000,000 shares of Common Stock to a consultant as payment for a 12-month investor relations agreement. The shares fair value was $104,000, or $0.104/share.

On April 5, 2024 the Company corrected an issuance of 50,000 made on March 27, 2023. $50 was transferred from Common Stock to APIC.

On April 19, 2024, the Company issued 241,938 shares of Common Stock to affiliates for their service in the Board of Directors during the first quarter of 2024. The fair value of these shares was $30,000, or $0.124/share. The issuance was included as unissued shares related party in the financial statements at March 31, 2024.

On April 19, 2024, the Company issued 86,246 shares of Common Stock to non-affiliates for their services during the first quarter of 2024. The fair value of these shares was $10,246, or $0.124/share. The issuance was included as unissued shares related party in the financial statements at March 31, 2024.

Managementsees no further subsequent events requiring disclosure.

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Bioxytran,<br> Inc..
April<br> 22, 2024	By:	/s/ Ola Soderquist
		Ola<br> Soderquist
		Chief<br> Financial Officer<br><br> <br>(on<br> behalf of the registrant and as principal financial and accounting officer)

EXHIBIT

INDEX

Exhibit No.		Title of Document
31.1	*	Rule 13a-14(a)/15d-14(a) Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act, as amended
31.2	*	Rule 13a-14(a)/15d-14(a) Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act, as amended
104		Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)
*	Filed<br> as an exhibit hereto.
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EXHIBIT31.1

CERTIFICATION

I, David Platt, certify that:

1.	I<br> have reviewed this quarterly report on Form 10-Q/A of Bioxytran, Inc..; and
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report.
---	---
Date:	April<br> 22, 2024
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By:	/s/ David Platt
	David<br> Platt
	Chief<br> Executive Officer

EXHIBIT31.2

CERTIFICATION

I, Ola Soderquist, certify that:

1.	I<br> have reviewed this quarterly report on Form 10-Q/A of Bioxytran, Inc..; and
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report.
---	---
Date:	April<br> 22, 2024
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By:	/s/ Ola Soderquist
	Ola<br> Soderquist
	Chief<br> Financial Officer