BIXT 10-Q
Bioxytran, Inc (BIXT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For
the quarterly period ended
OR
For the transition period from_____________ to _____________
Commission
file number:
(Exact name of registrant as specified in its charter)
| 2834 | ||||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| 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.
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).
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 | ☐ |
| ☒ | Smaller Reporting Company | ||
| Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The amount of registered shares of the registrant’s Common Stock as of August 14, 2026, was .
BIOXYTRAN, INC.
FORM 10-Q
TABLE OF CONTENTS
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.
| i |
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements: BIOXYTRAN, Inc., June 30, 2026
BIOXYTRAN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2026, (UNAUTITED) AND DECEMBER 31, 2025
June 30, 2026 Unaudited | December 31, 2025 Audited | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Pre-payment | ||||||||
| Total current assets | ||||||||
| Intangibles, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable affiliates | ||||||||
| Un-issued shares liability | ||||||||
| Un-issued shares liability affiliates | ||||||||
| Loan from affiliates | ||||||||
| Other short-term loans | ||||||||
| Derivative Liability | ||||||||
| Convertible notes payable, net of premium and discount | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ deficit: | ||||||||
| Preferred stock, $ par value; shares authorized, issued and outstanding as at June 30, 2026, and December 31, 2025 | ||||||||
| Common stock, $ par value; shares authorized; and issued and outstanding as at June 30, 2026, and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See the accompanying notes to these unaudited condensed consolidated financial statements
| 1 |
BIOXYTRAN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026, AND 2025
(UNAUDITED)
| Three months ended | Six months ended | |||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | $ | $ | $ | $ | ||||||||||||
| General and administrative | ||||||||||||||||
| General and administrative affiliates | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expenses: | ||||||||||||||||
| Change in fair value (“FV”) of derivative | ( | ) | ||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense affiliates | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Amortization of IP | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expenses) | ( | ) | ( | ) | ||||||||||||
| Net income (loss) before provision for income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Provision for income taxes | ||||||||||||||||
| NET INCOME (LOSS) | ( | ) | ( | ) | ( | ) | ||||||||||
| Net loss attributable to the non-controlling interest | ||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO BIOXYTRAN | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Earnings per Common share, basic and diluted | $ | ) | $ | $ | ) | $ | ) | |||||||||
| Weighted average number of Common shares out-standing, basic and diluted | ||||||||||||||||
See the accompanying notes to these unaudited condensed consolidated financial statements
| 2 |
BIOXYTRAN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025
(UNAUDITED)
| Common Stock | Preferred Stock | Additional Paid in | Accumulated | Total Share- holder Equity | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance 1/1/2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Shares issued under the 2021 Plan affiliates | — | |||||||||||||||||||||||||||
| Shares issued under the 2021 Plan | — | |||||||||||||||||||||||||||
| Stock class conversion | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Prior year accrued payroll forfeiture by Mgmnt * | ||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance 3/31/2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Shares issued under the 2021 Plan affiliates | ||||||||||||||||||||||||||||
| Shares issued under the 2021 Plan | ||||||||||||||||||||||||||||
| Net loss | ||||||||||||||||||||||||||||
| Balance 6/30/2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance 1/1/2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Cash stock transactions | ||||||||||||||||||||||||||||
| Issuance to consultants | ||||||||||||||||||||||||||||
| Issuance of warrants | ||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance 3/31/2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Cash stock transactions | ||||||||||||||||||||||||||||
| Issuance of warrants | ||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance 6/30/2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| * |
See the accompanying notes to these unaudited condensed consolidated financial statements
| 3 |
BIOXYTRAN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025
(UNAUDITED)
| Six Months Ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization of IP | ||||||||
| Stock-based compensation | ||||||||
| Stock-based compensation affiliates | ||||||||
| Change in FV of Derivative | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Change in pre-paid expenses | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Accounts payable and accrued expenses affiliates | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Investment in intangibles | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from stock sales | ||||||||
| Proceeds from warrant issuance | ||||||||
| Short-term loans | ( | ) | ||||||
| Short-term loans from affiliates | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | ||||||||
| NON-CASH INVESTING & FINANCING ACTIVITIES | ||||||||
| Payroll forgiveness affiliates | $ | $ | ||||||
See the accompanying notes to these unaudited condensed consolidated financial statements
| 4 |
BIOXYTRAN, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026, AND 2025
(UNAUDITED)
NOTE 1 – BACKGROUND AND ORGANIZATION
Business Operations
Bioxytran, Inc. (“Bioxytran”, or the “Company”) is a clinical stage pharmaceutical company developing platform technologies in the fields of Glycovirology, Hypoxia and Degenerative Diseases to eliminate viruses and prolong lifespan using carbohydrate drug design.
Bioxytran uses Galectin inhibitors to combat the virus, SARS-CoV-2. The technology is built on the lifetime work of company’s founder, David Platt, PhD. Dr. Platt expressed, and named, the Human Galectin-3 protein coded by a single gene, LGALS3, located on chromosome 14. Galectin inhibitors block the binding of galectins to carbohydrate structures, present in numerous disease indications by reducing the inflammatory feedback loop associated with the chronic diseases. The galectin inhibitors also have the capability to neutralize the spike proteins of a number of viruses which reduces their capability to replicate. Dr. Platt has over the years used this knowledge to create a significant number of sustainable therapeutic solutions. Bioxytran is also developing treatments for hypoxic conditions, necrosis, and degenerative diseases that utilize the carrying of oxygen to affected areas for stroke, wound, and brain damage treatment.
Pharmalectin, Inc. (“Pharmalectin”) is a wholly owned subsidiary focused on the development, manufacture and commercialization of therapeutic drugs designed to address conditions related to viral diseases.
NDPD Pharma, Inc. (“NDPD”) is a wholly owned subsidiary focused on prototyping and development of specialized equipment for pharmaceutical manufacturing, and in the development of carbohydrate molecules deriving from partially hydrolyzed guar gum (“PHGG”).
Our wholly owned Subsidiary, Pharmalectin (BVI), Inc. (“Pharmalectin BVI”) is the owner and custodian of the Company’s Copyrights, Trade Marks and Patents.
Our majority owned subsidiary, Pharmalectin India Pvt Ltd. (“Pharmalectin India”) is managing the Company’s local clinical research and trials, and holds the local rights to commercialization.
Organization
Bioxytran, Inc. was organized on October 5, 2017, as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with authorized Common shares with a par value of $, and Preferred shares with a par value of $. On September 21, 2018, the Company went under 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 authorized Common shares with a par value of $, and Preferred shares with a par value of $. Our Convertible Preferred Stock has a par value of $ per share. The Preferred shares can at any time be converted into shares of Common Stock at a 1:5 basis, and carry a voting-power of an “as if converted” basis multiplied by a factor of two.
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 authorized Common shares with a par value of $, and Preferred shares with a par value of $. Pharmalectin was founded under the name of Bioxytran “Bioxytran (DE)”. On April 29, 2021, the name was changed to Pharmalectin, Inc. On August 19, 2024, the Company acquired the minority interest of Pharmalectin from officers of the Company. As at June 30, 2026, there are shares of Common Stock issued and outstanding.
NDPD
Pharma was organized on October 5, 2017, as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as
a C-Corporation with authorized shares of Common Stock with a par value of $, and shares of Preferred Stock
with a par value of $. On October 25, 2024, the Company acquired
Pharmalectin BVI was organized on March 17, 2022 as a British Virgin Islands (BVI) Business Corporation with a BVI corporate taxing structure with authorized shares with a par value of $. There are currently 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 authorized
shares with a par value of Rupees. There are currently outstanding shares, whereof (
| 5 |
Basis of Presentation
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) in all material respects and have been consistently applied in preparing the accompanying consolidated financial statements. The Company has not earned any revenue from operations since inception. The Company chose December 31st as its fiscal year end.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Bioxytran, Inc. a Nevada Corporation, its majority owned subsidiary, Pharmalectin, Inc. of Delaware (collectively, the “Company”), as well as its wholly owned subsidiaries, Pharmalectin (BVI), Inc of British Virgin Islands and Pharmalectin India Pvt Ltd. All intercompany accounts have been eliminated upon consolidation.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.
Cash
For purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents.
At
June 30, 2026, the Company held cash balances totaling approximately $
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.
The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into Common Stock using the “treasury stock” and/or “if converted” methods as applicable.
At
June 30, 2026, we would, based on a Volume-Weighted Average Price (“VWAP”) of $/share,
be obligated to issue approximately
shares of Common Stock upon conversion of the convertible note
we issued in 2021 (the “2021 Note”), reset- and market closing adjustments not included, and
For
the 2021 Note, the amount of shares are based on $ of
principal and accrued interest currently outstanding.
The Company measures the cost of services received from employees and non-employees in exchange for an award of equity instruments based on the fair value of the award on the grant date, defined as the bid price at the market closing on the prior day, pursuant ASC 718. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash.
| 6 |
Research and Development
The
Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and
Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred.
Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed
when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored
research and development costs related to both present and future products are expensed in the period incurred. During the six months
ended June 30, 2026 the Company incurred $
Intangibles – Goodwill and Other
Valuation of intangibles are in accordance with ASC 350. Costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at award date, which varies depending on the pendency period of the application, generally approximating seventeen years. Capitalized patent costs, also referred to as patent prosecution costs, include internal legal labor, professional legal fees, government filing fees and translation fees related to expanding the Company’s patent portfolio. Costs associated with the maintenance and annuity fees of patents are accounted for as prepaid assets at the time of payment and amortized over the shorter of the maintenance period or remaining life of the related patent.
Accrued Expenses
As part of the process of preparing our consolidated financial statements, we are required to estimate accrued expenses. This process involves identifying services that third parties have performed on our behalf and estimating the level of service performed and the associated cost incurred on these services as at each balance sheet date in our consolidated financial statements. Examples of estimated accrued expenses include professional service fees, such as those arising from the services of attorneys and accountants and accrued payroll expenses. In connection with these service fees, our estimates are most affected by our understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that we do not identify certain costs that have been incurred or we under- or over-estimate the level of services or costs of such services, our reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to our judgment. We make these judgments based upon the facts and circumstances known to us in accordance with accounting principles generally accepted in the U.S.
Reclassification
Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no impact on previously reported income or equity.
Convertible Debt
The Company accounts for convertible debt that does not meet the criteria for equity treatment in accordance with the guidance contained in ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Accordingly, the Company elected to classify the convertible debt as a liability at amortized cost using the effective interest method. The Company classifies convertible debt based on the re-payment terms and conditions. Any discounts on the convertible debt and costs incurred upon issuance of the convertible debt are amortized to interest expense over the terms of the related convertible debt. Convertible debt is also analyzed for the existence of embedded derivatives, which may require bifurcation from the convertible debt and separate accounting treatment. Refer to Note 8 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.
| 7 |
Warrants
The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480”), then in accordance with ASC 815-40 (“ASC 815”), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815, and in order to conclude equity classification, the Company also assesses whether the warrants are indexed to its Common Stock and whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date.
The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of our common share price, remaining life of the warrant, and risk-free interest rates at each period end.
However, according to ASC 718-10-55-42 an exception would be if the fair value of one of the equity instruments (e.g., the share) is readily determinable and the other (e.g., the warrant) is not, the fair value of the instrument that is not readily determinable shall be measured using the residual method.
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.
Under U.S. GAAP (specifically ASC 820, Fair Value Measurement), the fair value hierarchy prioritizes the inputs used in valuation techniques into three levels. Level 1 inputs have the highest priority and require the least disclosure, while Level 3 inputs have the lowest priority and require the most disclosure.
Level 1 (Quoted Prices in Active Markets)
Inputs: Unadjusted quoted prices for identical assets or liabilities in active markets (e.g., NYSE, NASDAQ) that the entity can access at the measurement date.
Level 2 (Observable Inputs Other Than Quoted Prices)
Inputs: Observable directly or indirectly for the asset/liability, but not quoted prices for identical items in active markets.
Level 3 (Unobservable Inputs)
Inputs: Unobservable inputs based on the entity’s own assumptions about what market participants would use (including risk assumptions). Used when observable inputs are not available.
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%). | ||
| 8 |
| ● | 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 nine months under SEC Rule 144 could see a 20%–30% discount. If the holding period extends beyond that or other limitations apply, the discount might increase. | ||
| ● | Company Fundamentals and Risk | ||
| - | Investors consider the financial health, stability, and growth prospects of the issuing company. A riskier OTC company with volatile financials or uncertain growth prospects might see a larger liquidity discount (e.g., closer to 40%). | ||
| - | Companies with strong fundamentals might experience a lower discount (e.g., 10%–20%), even in the OTC market. | ||
In
accordance with the guidance of ASC 820 concerning for Lack of Registration Premium, shares that are restricted for nine months under
SEC Rule 144 generally see a 20%–30% discount on market price. The Company has opted for a
In contrary, shares issued under the registration requirements of the Securities Act for the Compensatory Benefit Plan pursuant to Rule 701 of the Securities Act where ASC 718 (Compensation—Stock Compensation), are valued at market price at the grant date, based on the limited number of shares awarded, and its predictable repetitiveness. Under ASC 718, the grant date is typically the measurement date for share-based compensation, the Company has interpreted this as the closing bid price on the market on the day preceding the grant, or award. This is the date when both parties (employer and employee) have a mutual understanding of the terms of the award, and it is used to determine the fair value of the stock-based award for accounting purposes. The fair value measured at the grant date is not adjusted for subsequent changes in stock price.
Further, for derivatives under ASC 815, fair value is critical because these financial instruments (e.g., convertible note with a variable conversion rate) must be recorded at fair value on the balance sheet, with changes typically flowing through earnings. For the calculation of the derivative debt, the Company is using the Binomial Option Pricing model by Cox, Ross and Rubinstein.
Recent Accounting Pronouncements
There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.
NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS
As
at June 30, 2026, the Company had cash of $
During
the six months ended June 30, 2026, the Company raised a total of $
The Company intends to raise additional capital through private placements of debt and/or 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 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 financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.
| 9 |
NOTE 4: SINGLE SEGMENT DISCLOSURE
For the six months ended June 30, 2026
In accordance with Accounting Standards Codification ASC 218, Segment Reporting, the Company has determined that it operates as a single operating segment. The Company’s Chief Operating Decision Maker (“CODM”), which is its Chief Executive Officer, reviews the Company’s financial performance and allocates resources on a consolidated basis. The Company’s operations focus solely on pharmaceutical research and development activities, and it does not manage the business using multiple segments or by product lines.
| i. | Revenue and Geographic Information: As of June 30, 2026, 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
On January 30, 2026, the Company granted shares of the Company’s Convertible Preferred Stock to Dr. Platt as a performance grant in recognition of his role in executing the Company’s first commercial distribution agreement and advancing capital funding initiatives. The shares are not yet issued.
The
Company holds a License Agreement (the “License” or “Agreement”) for a medical device (license obtained in 2019)
with an affiliated company in which Company officers hold a majority interest. The device was developed prior to the establishment of
Bioxytran. The annual maintenance cost for the license amounts to $
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.
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 seventeen years. The current patent application is still in process, and is therefore not yet amortized.
Estimated Remaining Life (years) | June 30, 2026 | December 31, 2025 | ||||||||
| Capitalized patent costs | $ | $ | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||||
| Intangible assets, net | $ | $ | ||||||||
| 10 |
NOTE 7 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
On
June 30, 2026, there was $
The following table represents the major components of accounts payable and accrued expenses and other current liabilities at June 30, 2026, and December 31, 2025:
June 30, 2026 | December 31, 2025 | |||||||
| Affiliate liabilities (1) | $ | $ | ||||||
| Pension/401K | ||||||||
| Payroll tax reserve | ||||||||
| Accounts payable affiliates (1) | ||||||||
| Professional fees | ||||||||
| Other accounts payable | ||||||||
| Interest affiliates (3) | ||||||||
| Interest | ||||||||
| Un-issued shares affiliates (2) | ||||||||
| Un-issued shares | ||||||||
| Loan from affiliates (3) | ||||||||
| Short term loan | ||||||||
| Convertible note payable | ||||||||
| Derivative liability | ||||||||
| Total | $ | $ | ||||||
| (1) | |
| (2) | |
| (3) |
NOTE 8 – CONVERTIBLE NOTES PAYABLE
Around
May 3, 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”), in an aggregate principal amount of $
At
any time after the issue date of the 2021 Notes, the Holders of the 2012 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.
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 off 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 Notes were renegotiated; the interest was set to
At June 30, 2026, and December 31, 2025, the outstanding convertible notes were as follows:
| Name | Principal due | Accrued interest | Total amount due | |||||||||
| December 31, 2025 | ||||||||||||
| Notes sold in exchange for cash | (1) | $ | $ | $ | ||||||||
| June 30, 2026 | ||||||||||||
| Notes sold in exchange for cash | (1) | $ | $ | $ | ||||||||
| (1) |
| 11 |
NOTE 9 – CONVERTIBLE NOTE AND EMBEDDED DERIVATIVE
Convertible Note Terms
The Company has outstanding convertible debt with the following key terms:
| ● | Principal
Amount: $ | |
| ● | Lower
of Conversion Price, $ | |
| ● | Maturity
Date: | |
| ● | Lower of VWAP, $, & Market closing, $ per share of Common Stock | |
| ● | Price
Adjustment Feature: If the market price at conversion is below $
|
Embedded Derivative Classification
The price adjustment feature meets the criteria for bifurcation as an embedded derivative under ASC 815-15-25-1 because:
| ● | It is not clearly and closely related to the host debt instrument. | |
| ● | The
| |
| ● | It is required to be separately accounted for at fair value with changes recorded in earnings. |
Valuation Technique
The company has used a 100-step binomial lattice model for its valuations. The binomial model captures:
| ● | Path dependency of the adjustment feature. | |
| ● | Optimal conversion behavior (American-style exercise). | |
| ● | Probability-weighted payoffs under risk-neutral valuation. |
Fair Value Measurement of Embedded Derivative
The fair value measurement of the derivative is classified within Level 3 of the fair value hierarchy established by ASC 820-10-35-37 through ASC 820-10-35-54A, as the valuation inputs include unobservable inputs (expected volatility) that are significant to the overall measurement.
The
derivative liability on the note was at June 30, 2026, valued at $
| Parameter | June 30, 2026 | December 31, 2025 | Source/Methodology | |||||||
| Current Stock Price | $ | $ | Observable market price | |||||||
| Conversion Price | $ | $ | Contractual terms | |||||||
| Volatility | % | % | Historical volatility of comparable companies | |||||||
| Risk-Free Rate | % | % | 1.5-month (6-month)* U.S. Treasury yield | |||||||
| Time to Maturity | default | default | 6 months* | |||||||
| Adjustment Multiplier | % | % | Contractual terms | |||||||
| * |
For
the three months ended June 30, 2026, the estimated change in fair value reduced the derivative liability by $(
Sensitivity and Risks
| ● | ||
| ● | ||
| ● |
| 12 |
NOTE 10 – ALLOCATION OF FAIR VALUE IN PRIVATE PLACEMENT
Unit Offering
During
the period from October 30, 2025, to May 8, 2026, the Company proposed a private placement offering investors to purchase shares and
warrants issued together as a unit; however, each warrant is detachable and separately exercisable to purchase one share of Common Stock.
The average price was $ per unit, less a broker (Member FINRA / SIPC) fee consisting of 8% cash commission and 8% bonus shares.
The Company raised a total of $
In
the six months ended on June 30, 2026, the company raised net cash proceeds of $
In accordance with ASC 505-10-30-6 (Relative Fair Value Allocation), the total proceeds were allocated to the Common Stock and the warrants based on their relative fair values on the date of issuance.
The allocation was calculated as follows:
| Component | Standalone Fair Value | % of Total Fair Value | Allocation of Proceeds | Allocation per Share/Warrant | ||||||||||||
| Common Stock ( shares) | $ | % | $ | $ | ||||||||||||
| Warrants ( warrants) | % | |||||||||||||||
| Total | $ | % | $ | |||||||||||||
When a company issues two or more equity instruments (e.g., Common Stock and warrants) in a single transaction for a lump-sum amount, the proceeds must be allocated to each instrument based on their relative fair values on the issuance date. No gain or loss is recognized on the initial recognition.
Warrant Terms
The
warrants have an exercise price of $
In accordance with ASC 505-10-50-3, the following information is disclosed regarding the warrants in the first six months of 2026:
| ● | Number of shares issuable upon exercise: shares | |
| ● | Exercise
price: $ | |
| ● | Exercise
period: through |
Fair Value Measurement (ASC 820)
The fair value of the warrants was estimated using the Black-Scholes option-pricing model in accordance with ASC 820-10-35-2 (Fair Value Measurement Framework). The following significant inputs were used in the valuation:
| Assumption | Value | ||
| Expected volatility | |||
| Expected term | |||
| Risk-free interest rate | |||
| Expected dividend yield | |||
The fair value measurement of the warrants is classified within Level 3 of the fair value hierarchy established by ASC 820-10-35-37 through ASC 820-10-35-54A, as the valuation inputs include unobservable inputs (expected volatility) that are significant to the overall measurement.
Warrant Activity
A summary of warrant activity for the quarter ended June 30, 2026 is as follows:
Number of Warrants * | Weighted Average Exercise Price | Weighted Average Remaining Expected Term | ||||||||||
| Outstanding as at January 1, 2026 | $ | |||||||||||
| Granted | ||||||||||||
| Exercised | — | |||||||||||
| Forfeited/Cancelled | — | |||||||||||
| Outstanding as at June 30, 2026 | $ | |||||||||||
| 13 |
NOTE 11 – STOCKHOLDERS’ EQUITY
Preferred stock
The Company is authorized to issue 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 (5), 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 Preferred Stock outstanding on June 30, 2026:
Issuances of Preferred Stock in the period January 1 and June 30, 2025
| Date | # Shares | Amount | Price/Share | Type | Notice | |||||||||||||
| 1/01/2025 | $ | $ | ||||||||||||||||
| 1/10/2025 | b | ( |
) | ( |
) | Stock conversion | affiliate | |||||||||||
| 3/31/2025 | — | — | Payroll forfeiture* | affiliate | ||||||||||||||
| See Note 12 | d | 2021 Stock Plan | affiliate | |||||||||||||||
| 6/30/2025 | $ | $ | ||||||||||||||||
There has been no issuance of Preferred Stock in the period January 1 and June 30, 2026
| Date | # Shares | Amount | Price/Share | Type | Notice | |||||||||||||
| 6/30/2026 | $ | $ | ||||||||||||||||
| * |
Common stock
The Company is authorized to issue shares of Common Stock. There were Common Stock outstanding on June 30, 2026:
Issuances of Common Stock in the period January 1 and June 30, 2025
| Date | # Shares | Amount | Price/Share | Type | Notice | |||||||||||||
| 1/01/2025 | $ | $ | ||||||||||||||||
| 1/10/2025 | d | Stock conversion | ||||||||||||||||
| see Note 12 | d | 2021 Stock Plan | ||||||||||||||||
| b | $ | $ | ||||||||||||||||
Issuances of Common Stock in the period January 1 and June 30, 2026
| Date | # Shares | Amount | Price/Share | Type | Notice | |||||||||||||
| 1/01/2026 | $ | $ | ||||||||||||||||
| 1/23/2026 | a | * | private placement | |||||||||||||||
| 1/23/2026 | a | * | warrants | |||||||||||||||
| 1/10/2026 | c | consulting fees | ||||||||||||||||
| 2/10/2026 | c | consulting fees | ||||||||||||||||
| 3/10/2026 | c | consulting fees | ||||||||||||||||
| 5/08/2026 | a | † | private placement | |||||||||||||||
| 5/08/2026 | a | † | warrants | |||||||||||||||
| 6/30/2026 | $ | $ | ||||||||||||||||
Common Shares due, but not yet issued in accordance with service contract at June 30, 2026:
| Date | # Shares | Amount | Price/Share | Type | Notice | |||||||||||||
| 1/01/2026 | a | $ | $ | consulting fees | ||||||||||||||
| 5/08/2026 | a | † | commission | |||||||||||||||
| 6/30/2026 | a | consulting fees | ||||||||||||||||
| 6/30/2026 | $ | $ | ||||||||||||||||
| * | |
| † | |
| a | |
| b | |
| c | |
| d |
| 14 |
Common Stock Warrants
| June 30, 2026 | June 30, 2025 | |||||||
| Risk-free interest rate | – | % | – | % | ||||
| Expected dividend yield | % | % | ||||||
| Volatility factor (monthly) | % | % | ||||||
| Expected life of warrant | years | years | ||||||
For the six months ended June 30, 2026, the Company issued warrants. For the six months ended June 30, 2025, the Company did not award any warrants.
The following table summarizes the Company’s Common Stock warrant activity for the six months ended June 30, 2026, and 2025:
Number of Warrants * | Weighted Average Exercise Price | Weighted Average Remaining Expected Term | |||||||||||
| Outstanding as at January 1, 2025 | $ | ||||||||||||
| Granted | — | ||||||||||||
| Exercised | — | ||||||||||||
| Forfeited/Cancelled | — | ||||||||||||
| Outstanding as at June 30, 2025 | $ | ||||||||||||
| Outstanding as at January 1, 2026 | $ | ||||||||||||
| Granted | |||||||||||||
| Exercised | — | ||||||||||||
| Forfeited/Cancelled | — | ||||||||||||
| Outstanding as at June 30, 2026 | $ | ||||||||||||
The following table summarizes information about stock warrants that are vested or expected to vest at June 30, 2026, with a market price of $ at June 30, 2026:
| Warrants Outstanding and Exercisable | ||||||||||||||||||
| Exercise Price | Number of Warrants | Weighted Average Exercise Price Per Share |
Weighted Average Remaining Contractual Life (Years) |
Aggregate Intrinsic Value |
||||||||||||||
| $ | $ | $ | ||||||||||||||||
| $ | $ | $ | ||||||||||||||||
The weighted-average remaining contractual life for warrants exercisable at June 30, 2026, is years. The aggregate intrinsic value for fully vested, exercisable warrants was $ at June 30, 2026.
| 15 |
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
Under the terms of the 2021 Plan, the Board of Directors shall specify the exercise price and vesting period of each stock option on the grant date. Vesting of the options is typically immediate and the options typically expire in five years. Stock Awards, which are fully and immediately vested upon issuance, may be directly issued under the Plan (without any intervening options).
Shares Awarded and Issued 2021 Plan:
As
at June 30, 2026, there were shares issued valued at a fair historic market value of $ at the time of award and at
June 30, 2025, there were shares issued valued at a fair historic market value of $
The following table summarizes the Company’s granted and issued stock awards in the six months ended June 30, 2026, and 2025:
| Date | # Shares | Amount | Price/Share | Type | Notice | |||||||||||||
| 1/01/2025 | $ | $ | ||||||||||||||||
| 1/06/2025 | * | stipend | affiliate | |||||||||||||||
| 1/06/2025 | stipend | |||||||||||||||||
| 1/06/2025 | * | bonus | affiliate | |||||||||||||||
| 1/06/2025 | bonus | |||||||||||||||||
| 5/12/2026 | stipend | affiliates | ||||||||||||||||
| 5/12/2026 | stipend | |||||||||||||||||
| 6/30/2025 | $ | $ | ||||||||||||||||
There has been no issuance under the 2021 Stock Plan in the period January 1 and June 30, 2026
| Date | # Shares | Amount | Price/Share | Type | Notice | |||||||||||||
| 6/30/2026 | $ | $ | ||||||||||||||||
Shares awarded, but not yet issued, under the 2021 Stock Plan at June 30, 2026:
| Date | # Shares | Amount | Price/Share | Type | Notice | |||||||||||||
| 1/01/2026 | * | $ | $ | stipend | affiliate | |||||||||||||
| 1/01/2026 | stipend | |||||||||||||||||
| 1/30/2026 | * | † | performance grant | affiliate | ||||||||||||||
| 3/31/2026 | stipend | |||||||||||||||||
| 6/30/2026 | stipend | |||||||||||||||||
| 6/30/2026 | $ | $ | ||||||||||||||||
| * | |
| † | |
| 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. |
For the six months ended June 30, 2026, the Company recorded stock-based compensation expense of $ ($ to affiliates) in connection with share-based payment awards. For the six months ended June 30, 2025, the Company recorded stock-based compensation expense of $ ($ to affiliates) in connection with share-based payment awards.
Stock options granted and vested 2021 Plan:
As at June 30, 2026 and 2025, there was no unrecognized compensation expense related to non-vested stock option awards.
As at June 30, 2026, the Company has options or stock awards available for grant under the 2021 Plan.
| 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 $ |
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.
On December 29, 2025, the Company terminated an officer for cause. The officer has contested all allegations and has, so far, submitted a worker rights complaint with the State of Washington Department of Labor and Industries (the “Department”), which the Company has contested as having no foundation or basis in fact.
On
April 30, 2026, the Company was informed that the Department had sided with the plaintive and on June 11, 2026, the Company was on informed
that the initial appeal concerning the investigation by the Department had determined that the worker rights complaint filed by a former
officer was justified and assessed the Balance of Wages, Interest & NSF Fee Due to $
NOTE 14 – SUBSEQUENT EVENTS
Unit Offering
Subsequent
to June 30, 2026, the Company raised net cash proceeds of $
In accordance with ASC 505-10-30-6 (Relative Fair Value Allocation), the total proceeds were allocated to the Common Stock and the warrants based on their relative fair values on the date of issuance.
The allocation was calculated as follows:
| Component | Standalone Fair Value | % of Total Fair Value | Allocation of Proceeds | Allocation per Share/Warrant | ||||||||||||
| Common Stock ( shares) | $ | % | $ | $ | ||||||||||||
| Warrants ( warrants) | % | |||||||||||||||
| Total | $ | % | $ | |||||||||||||
| 17 |
| Date | # Shares | Amount | Price/Share | Type | Notice | |||||||||||||
| 7/01/2026 | b | † | $ | $ | plan 2021 | affiliate | ||||||||||||
| 7/01/2026 | b | plan 2021 | ||||||||||||||||
| 7/01/2026 | a | consulting fee | ||||||||||||||||
| 7/01/2026 | a | commission | ||||||||||||||||
| 7/08/2026 | a | * | private placement | |||||||||||||||
| 7/08/2026 | a | * | private placement | warrants | ||||||||||||||
| 7/05/2026 | a | consulting fee | ||||||||||||||||
| 8/10/2026 | a | consulting fee | ||||||||||||||||
| 8/14/2026 | $ | $ | ||||||||||||||||
Warrants paid, but not yet issued, subsequent to June 30, 2026
| Date | # Warrants | wavg Term | wavg Exerc | Type | Notice | |||||||||||||
| 7/08/2026 | a | * | $ | |||||||||||||||
| * | |
| † | |
| a | |
| b |
Management sees no further subsequent events requiring disclosure.
| 18 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is based on, and should be read in conjunction with, the audited financial statements and the notes thereto for the two years ended December 31, 2025, included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 15, 2026. This discussion contains forward-looking statements. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report on Form 10-Q.
Overview
We do not currently have sufficient capital resources to fund operations. To stay in business and to continue the development of our products, we will need to raise additional capital through public or private sales of our securities, debt financing or short-term bank loans, or a combination of the foregoing. We believe that if we can raise $3,700,000, we will have sufficient working capital to develop our business over the next approximately fifteen (15) months. At funding raised that is significantly less than $3,700,000, we can likely continue to develop our business over the same 15-month period, but funding at that level will delay the development of our technology and business.
Bioxytran, Inc. is headquartered in Needham, Massachusetts. The Company’s initial product pipeline is focused on developing and commercializing therapeutic molecules for stroke. BXT-25 will be designed to be an injectable anti-necrosis drug specifically designed to treat a person immediately after that person suffers an ischemic stroke. The drug is designed to be injected intravenously to travel to the lungs to pick up oxygen molecules to carry to the brain. Like a red blood cell, the drug will cross the blood brain barrier, which is a protective semi-permeable membrane allowing some material to cross but preventing others from crossing. BXT-25 will be designed to diffuse oxygen into the brain tissues. We expect the BXT-25 molecule to be 5,000 times smaller than a red blood cell.
Provided that the Company obtain adequate funding, the following future milestones are anticipated:
| ● | On December 2, 2022, India’s Central Drugs Standard Control Organisation (CDSCO) issued an IND with permission to conduct: “A Phase 1b/2a Randomized, Blinded, placebo-controlled Study in Participants with Mild to Moderate COVID-19 to Evaluate the Safety, Efficacy, and Pharmacokinetics of Orally Administered ProLectin-M”. The recruitment for the trial was completed on May 1, 2026. The results from the trial report, including issuance to the CDSCO, is scheduled for publication within the following 90 days. Provided positive trial results, the Company will schedule a Phase 3 clinical trial with the CDSCO. | |
| ● | On August 21, 2023, the Company’s IND #153742 under the title “PROTECT: ProLectin-M, a nucleocapsid TErminal GaleCTin antagonist for COVID-19 (PROTECT), a Randomized, Double-blinded Clinical Trial to Evaluate the Efficacy and Safety in Non-Hospitalized Adult Participants with COVID-19” was approved by the FDA, the trial is expected to start in the third quarter of 2026. | |
| ● | On January 27, 2023, an additional IND with the CDSCO was issued for ProLectin-I for an “IV treatment of SARS-CoV-2 in hospitalized patients with moderate Covid-19 infections and for Long Covid”, and for ProLectin-F for “treatment of lung-fibrosis as a result of use of ventilator”, the trial is expected to start in the third quarter of 2026. | |
| ● | On April 19, 2023, the Company announced that its Acelluar Oxygen Carrier (“AOC”) BXT-25 had been successfully tested in animals. The initial results are very encouraging because they show the non-toxicity of the experimental drug, along with the corresponding full recovery in Swiss Albino mice, in an experiment carried out in a joint venture with NDPD Pharma, Inc. As a next step, the Company intends to proceed with a 14-day repeated dose toxicity study using New Zealand Rabbits and Wistar Rats. |
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited resources and operating history. The Company currently has one convertible loan outstanding at a total face value of $805,000 with an accrued interest of $349,811 and a linked derivative debt of $369,730. The remaining debt mounts to $3,750,156 (whereof $1,367,713 is owed to affiliates with an accrued interest of $75,761). As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit of $23,733,164 as at June 30, 2026. The accumulated deficit as at December 31, 2025, was $21,044,246.
The future of the Company is dependent upon its ability to obtain financing to develop its new business opportunities and support the cost of the drug development including clinical trials and any regulatory submission to the FDA.
Management plans to seek additional capital through private placements and public offerings of its Common Stock. There can be no assurance that the Company will be successful in accomplishing its objectives. Without such additional capital or the establishment of strategic relationships with established pharmaceutical companies, the Company may be required to cease operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue operations.
| 19 |
RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026, AND 2025
We are a clinical stage company. Historically, Bioxytran was engaged in formation, fund raising and identifying and consulting with the scientific community regarding the development, formulation and testing of its products. We are actively engaged in research and development activities through our Subsidiary, Pharmalectin, Inc., developing the ProLectin-Rx.
OPERATING EXPENSES
| Three months ended | Six months ended | |||||||||||||||
| Research and development | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||
| Process development | $ | 2,100 | $ | — | $ | 5,100 | $ | 100,000 | ||||||||
| Product development | 36,660 | — | 36,885 | (500 | ) | |||||||||||
| Clinical trials | — | 102,500 | — | 352,500 | ||||||||||||
| Regulatory | 210,719 | — | 426,973 | — | ||||||||||||
| Project management | 6,000 | — | 12,000 | — | ||||||||||||
| Total research and development | $ | 255,479 | $ | 102,500 | $ | 480,958 | $ | 452,000 | ||||||||
| ● | During the three months ended June 30, 2026, the Company recorded $255,479 in clinical trial costs. During the three months ended June 30, 2025, the Company recorded $102,500 R&D expenses. | |
| ● | During the six months ended June 30, 2026, the Company recorded $480,958 in the development of the AOC. During the six months ended June 30, 2025, the Company recorded $ 452,000 in R&D expenses. |
| Three months ended | Six months ended | |||||||||||||||
| General and Administrative | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||
| Payroll and related expenses | $ | 262,567 | $ | — | $ | 525,134 | $ | 1,284 | ||||||||
| Costs for legal, accounting and other professional services | 92,789 | 30,519 | 139,377 | 85,189 | ||||||||||||
| Costs for professional services affiliates | — | — | 5,000 | 5,000 | ||||||||||||
| Promotional expenses | 2,950 | 6,000 | 38,950 | 21,000 | ||||||||||||
| Miscellaneous expenses | 33,000 | 42,996 | 100,404 | 105,684 | ||||||||||||
| Compensation expense | 7,815 | 25,016 | 19,230 | 41,267 | ||||||||||||
| Compensation expense affiliates | — | 17,048 | 1,278,600 | 27,795 | ||||||||||||
| Total general and administrative | $ | 399,121 | $ | 121,577 | $ | 2,106,695 | $ | 287,219 | ||||||||
| ● | Payroll and related expenses were $262,567 for the three months ended June 30, 2026, and $525,134 for the six months ended June 30, 2026. For the same periods in 2025, the amount was $0 and $1,284, respectively. This was a result from the Company’s Officers forfeiting payroll of $941,890, whereof $362,931 and $727,110 over the same periods, while $214,780 was accrued in 2024. (See note 7 for more details). | |
| ● | The Costs for legal, accounting and other professional services for the three and six months ended June 30, 2026, were $92,789 and $139,377 respectively, as compared to $30,519 and $85,189 for the three and six months ended June 30, 2025. The increased costs were a result of a litigation with a former officer. | |
| ● | Promotional expenses for the three and six months ended June 30, 2026, were $2,950 and $38,950 respectively, as compared to $6,000 and $21,000 for the three and six months ended June 30, 2025. | |
| ● | Miscellaneous G&A expenses during the three and six months ended June 30, 2026, was $33,000 and $100,404, respectively. During the three and six months ended June 30, 2025, was $42,996 and $105,685. | |
| ● | Stock-based compensation amounted to $7,815 (of which $0 to affiliates) for the three months ended June 30, 2026. The stock-based compensation for the three months ended June 30, 2025, was $42,063 (of which $25,016 to affiliates). Stock-based compensation amounted to $1,297,830 (of which $1,278,600 to affiliates) for the six months ended June 30, 2026. Stock-based compensation amounted to $69,061 (of which $27,795 to affiliates) for the six months ended June 30, 2025. The significant fluctuation in net profit (loss) can be attributed a one time bonus awarded to the Company’s CEO of $1,278,600 as a performance grant in recognition of his role in executing the Company’s first commercial distribution agreement and advancing capital funding initiatives. |
| Three months ended | Six months ended | |||||||||||||||
| Other expenses | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||
| Change in fair value (“FV”) of derivative | $ | (106,759 | ) | $ | (307,402 | ) | $ | (33,623 | ) | $ | 497,350 | |||||
| Interest expense | 36,126 | 30,112 | 71,855 | 61,269 | ||||||||||||
| Interest expense affiliates | 30,382 | 15,265 | 55,345 | 15,998 | ||||||||||||
| Amortization of IP | 5,580 | 2,509 | 7,688 | 4,360 | ||||||||||||
| Total other (income) expenses | $ | (34,671 | ) | $ | (259,516 | ) | $ | 101,265 | $ | 578,977 | ||||||
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| ● | During the three months ended June 30, 2026, the interest expense was $66,508 (of which $30,382 were to affiliates), $5,580 was amortized from the Company’s IP and the derivative liability was reduced by $106,759. During the three months ended June 30, 2025, the interest expense was $45,377 (of which $15,265 were to affiliates), $2,509 was amortized from the Company’s IP and the derivative liability was reduced by $307,402. | |
| ● | During the six months ended June 30, 2026, the interest expense was $127,200 (of which $55,345 were to affiliates), the Company amortized $7,688 from the Company’s IP while the derivative liability reduced by $33,623. In the same period in 2025 , the interest expense was $77,267 (of which $15,998 were to affiliates), the Company amortized $4,360 from the Company’s IP while the derivative liability increased by $497,350. |
| Three months ended | Six months ended | |||||||||||||||
| Net Loss | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||
| Net profit (loss) attributable to Bioxytran | $ | (619,929 | ) | $ | 35,439 | $ | (2,688,918 | ) | $ | (1,318,196 | ) | |||||
| Loss per Common share, basic and diluted | $ | (0.01 | ) | $ | 0.00 | $ | (0.02 | ) | $ | (0.01 | ) | |||||
| Weighted average number of Common shares outstanding, basic | 114,355,933 | 88,839,723 | 113,447,147 | 88,940,600 | ||||||||||||
| ● | In the three months ended June 30, 2026, the Company generated a net loss of $619,929. In comparison, for the three months ended June 30, 2025, the Company generated a net profit of $35,437. The Company generated a net loss for the six months ended June 30, 2026, of $2,688,918. In comparison, for the six months ended June 30, 2025, the Company generated a net loss of $1,318,196. The significant fluctuation in net profit (loss) can be attributed a one time bonus awarded to the Company’s CEO of $1,278,600 as a performance grant in recognition of his role in executing the Company’s first commercial distribution agreement and advancing capital funding initiatives. |
LIQUIDITY AND CAPITAL RESOURCES
Cash and Cash Equivalents | June 30, 2026 | December 31, 2025 | ||||||
| Cash | $ | 177,384 | $ | 509,914 | ||||
| Pre-payment | — | 3,551 | ||||||
| Total current assets | $ | 177,384 | $ | 513,465 | ||||
| ● | As of June 30, 2026, our current assets consisted of $177,384 in cash. At December 31, 2025 we had $509,914 in cash and $3,551 in pre-payments. |
Current Liabilities | June 30, 2026 | December 31, 2025 | ||||||
| Accounts payable and accrued expenses | $ | 1,198,685 | $ | 824,278 | ||||
| Accounts payable affiliates | 1,076,876 | 673,317 | ||||||
| Un-issued shares liability | 58,202 | 16,272 | ||||||
| Un-issued shares liability affiliates | 1,360,606 | 82,006 | ||||||
| Loan from affiliates | 355,598 | 395,668 | ||||||
| Other short-term loans | 50,000 | 50,000 | ||||||
| Derivative Liability | 369,730 | 403,353 | ||||||
| Convertible notes payable, net of premium and discount | 805,000 | 805,000 | ||||||
| Total current liabilities | $ | 5,274,697 | $ | 3,249,894 | ||||
| ● | At June 30, 2026, we had total liabilities of $5,274,697, which consisted of $2,275,560 in accounts payable and accrued expenses (of which $1,076,876 was payable to related parties), $1,418,808 in un-issued shares (of which $1,360,606 was due to related parties), and $805,000 in one convertible loan coupled with a derivative liability of $369,730 and $355,598 in a loan from affiliates and $50,000 in other short-term loans. At December 31, 2025, we had total liabilities of $3,249,894, which consisted of $1,497,595 in accounts payable and accrued expenses (of which $673,317 was payable to related parties), $98,278 in un-issued shares (of which $82,006 was due to related parties), and $805,000 in one convertible loan coupled with a derivative liability of $403,353 and $395,668 in a loan from affiliates and $50,000 in other short-term loans. |
Net Working Capital and Accumulated Deficit | June 30, 2026 | December 31, 2025 | ||||||
| Net working capital | $ | (5,097,313 | ) | $ | (2,736,429 | ) | ||
| Accumulated deficit | $ | (23,733,164 | ) | $ | (21,044,246 | ) | ||
| ● | At June 30, 2026, the net working capital was negative ($5,097,313) and the accumulated deficit of $23,733,164. Comparatively, on December 31, 2025, we had net working capital of negative ($2,736,429) and the accumulated deficit of $21,044,246. We believe that we must raise not less than $3,700,000 to be able to continue our business operations for the next 15 months. |
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CASH-FLOWS
| June 30, 2026 | June 30, 2025 | |||||||
| Net cash used in operating activities | $ | (588,383 | ) | $ | (240,519 | ) | ||
| Net cash used in investing activities | (18,610 | ) | (12,668 | ) | ||||
| Net cash provided by financing activities | 274,463 | 251,177 | ||||||
| Net increase (decrease) in cash | (332,530 | ) | (2,010 | ) | ||||
| Cash, beginning of period | 509,914 | 5,154 | ||||||
| Cash, end of period | $ | 177,384 | $ | 3,144 | ||||
| ● | Net cash used in operating activities was $(588,383) and $(240,519) for the six months ended June 30, 2026, and 2025, respectively. | |
| ● | Net cash used in investing activities: In the six months ended June 30, 2026, the Company invested $18,610 in IP filing fees. In the six months ended June 30, 2025, the amount was $12,668. | |
| ● | Cash flows from financing activities were 274,463 and $251,177 for the six months ended June 30, 2026, and 2025, respectively. | |
| ● | The available cash was $177,384 and $3,144 in the end of the six months ended June 30, 2026, and 2025, respectively. |
Cash Proceeds from Financing Activities | June 30, 2026 | June 30, 2025 | ||||||
| Cash proceeds from financing activities | ||||||||
| Stock transactions | $ | 191,047 | $ | - | ||||
| Short-term loans | - | (10,000 | ) | |||||
| warrants issued | 123,486 | |||||||
| Short-term loans from affiliates | (40,070 | ) | 261,177 | |||||
| Net cash provided by financing activities | $ | 274,463 | $ | 251,177 | ||||
| ● | During the six months ended June 30, 2026, the Company raised a total of $314,533 through private placements consisting of $191,047 in stock and $123,486 in warrants to purchase Common Stock, while repaying $40,070 in an affiliate loan. During the six months ending June 30, 2025, the Company had not raised any funds, but borrowed $261,177 from its affiliates and returned a short-term loan of $10,000. 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 2026. |
Planned Financing Activities
The Company believes it needs to raise approximately $2-3 million in 2026. However, there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.
Commitments
We have no current commitment from our Officers and Directors or any of our shareholders, to supplement our operations or provide us with financing in the future. If we are unable to raise additional capital from conventional sources and/or additional sales of stock in the future, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to obtain financing could have a substantial adverse effect on our business and financial results. In the future, we may be required to seek additional capital by selling debt or equity securities, selling assets, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.
Contractual Obligations
| June 30, 2026 | December 31, 2025 | |||||||
| Interest on notes payable | $ | 349,811 | $ | 277,956 | ||||
| Convertible notes payable | 805,000 | 805,000 | ||||||
| Total | $ | 1,154,811 | $ | 1,082,956 | ||||
| ● | As at June 30, 2026, our contractual obligations include one convertible note with a principal of $805,000, the accrued interest for these notes mounting to $349,811. As at December 31, 2025, there were four convertible notes with a principal of $805,000, the accrued interest for these notes mounting to $277,956. |
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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
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.
Stock Based Compensation
The Company has share-based compensation plans under which non-employees, consultants and suppliers may be granted restricted stock, as well as options to purchase shares of Company Common Stock at the fair market value at the time of grant. Stock-based compensation cost is measured by the Company at the grant date, based on the fair value of the award over the requisite service period.
The Company applies ASC 718 for options, Common Stock and other equity-based grants to its employees and Directors. ASC 718 requires measurement of all employee equity-based payment awards using a fair-value method and recording of such expense in the consolidated financial statements over the requisite service period. The fair value concepts have not changed significantly in ASC 718; however, in adopting this standard, companies must choose among alternative valuation models and amortization assumptions. After assessing alternative valuation models and amortization assumptions, the Company will continue using both the Black-Scholes valuation model and straight-line amortization of compensation expense over the requisite service period for each separately vesting portion of the grant.
Fair Value
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.
| 23 |
Warrant Valuation
The Company accounts for warrants issued in connection with financing transactions in accordance with ASC 815 (Derivatives and Hedging) or ASC 505 (Equity), as applicable. Warrants that are freestanding and meet the criteria for equity classification are recorded at fair value on the issuance date and allocated proceeds based on relative fair value when issued with other securities.
For warrants classified as equity, fair value is estimated using the Black-Scholes option-pricing model. Key inputs include the fair value of the underlying Common Stock, exercise price, expected term, risk-free interest rate, expected volatility, and expected dividend yield. Changes in these assumptions could materially affect the estimated fair value. Warrants classified as liabilities are remeasured at each reporting date, with changes in fair value recognized in earnings.
The Company accounts for warrants issued in connection with equity offerings in accordance with ASC 505-10-30-6, allocating proceeds between Common Stock and detachable warrants based on their relative fair values.
Segment Reporting
The Company has not yet begun generating revenue from its planned principal operations and operates a single reportable segment. The chief operating decision maker is the Company’s chief executive officer who assesses performance based on total expenses, cash-flows, and progress made in the Company’s ongoing development efforts. All of the Company’s long-lived assets are located in the United States.
Recent Accounting Pronouncements
Management does not believe that any recent issued, but not yet effective, accounting standards could have any material effect on the financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 3 is not applicable because we are a smaller reporting company, as defined by § 229.10(f)(1).
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) reviewed the effectiveness of our disclosure controls and procedures as at the end of the period covered by this report and concluded that as at June 30, 2026;
| (i) | the Company’s disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and | |
| (ii) | the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. |
Based on this evaluation, our principal executive officer and principal financial officer concluded as at the evaluation date that our disclosure controls and procedures were not effective due primarily to a material weakness in the segregation of duties in the Company’s internal controls.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2026. 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.
| 24 |
Although the Company has hired a consultant to assist with SEC reporting and accounting matters, we expect that the Company will need to hire accounting personnel with the requisite knowledge to improve the levels of review of accounting and financial reporting matters. The Company may experience delays in doing so and any such additional employees would require time and training to learn the Company’s business and operating processes and procedures. For the near-term future, until such personnel are in place, this will continue to constitute a material weakness in the Company’s internal control over financial reporting that could result in material misstatements in the Company’s financial statements not being prevented or detected.
Because of the above material weakness, management has concluded that we did not maintain effective internal control over financial reporting as of June 30, 2026, 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 June 30, 2026, 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 three months ended June 30, 2026, 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.
| 25 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On December 29, 2025, the Company terminated an officer for cause. The officer has contested all allegations and has, so far, submitted a worker rights complaint with the State of Washington Department of Labor and Industries (the “Department”), which the Company has contested as having no foundation or basis in fact.
On April 30, 2026, the Company was informed that the Department had sided with the plaintive and on June 11, 2026, the Company was informed that the initial appeal concerning the investigation by the Department had determined that the worker rights complaint filed by a former officer was justified and assessed the Balance of Wages, Interest & NSF Fee Due to $186,960.97 with an interest accrual of 1% per month. The Company made an additional appeal claiming that the Departments decision as having no foundation or basis in fact and strongly believe it will be successful in its claim. Never the less, the Company’s recorded reserves should cover the assessed amount and will not affect future results.
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
Unit Offering
During the period 10/30/2025 and 12/26/2025, the Company completed a private placement offering of 16,614,001 shares of common stock (after issuance of 1,230,667, or 8%, commission shares, 8%) and 15,383,334 warrants for aggregate cash proceeds of $717,600 (after payment of $62,400, or 8%, in commission). The shares and warrants were issued together as a unit; however, each warrant is detachable and separately exercisable to purchase one share of common stock. 92% of the units were sold at $0.05, pre-commission, and the remainder at $0.06. The fair value of the warrants was estimated using the Black-Scholes option-pricing model, resulting in a fair value of $0.061 per warrant. The allocation was calculated as follows:
| Component | Standalone Fair Value | % of Total Fair Value | Allocation of Proceeds | Allocation per Share/Warrant | ||||||||||||
| Common Stock (16,614,001 shares) | $ | 1,366,246 | 59.28 | % | $ | 425,370 | $ | 0.0256 | ||||||||
| Warrants (15,383,334 warrants) | 938,613 | 40.72 | % | 292,230 | 0.0190 | |||||||||||
| Total | $ | 2,304,861 | 100 | % | $ | 717,600 | ||||||||||
The allocated value per share is $0.0256 ($425,370 ÷ 16,614,001 shares), and the allocated value per warrant is $0.019 ($292,230 ÷ 15,383,334 warrants), or a 68.87% discount to market.
In the six months ended on June 30, 2026, the company raised net cash proceeds of $314,640 (after payment of $27,360 in commission) the fair value of the Common Stock was determined based on the quoted market price of $0.031 per unit on the issuance date. The fair value of the warrants was estimated using the Black-Scholes option-pricing model, resulting in a fair value of $0.016 per warrant, which differs from allocated purchase price. The allocation was calculated as follows:
| Component | Standalone Fair Value | % of Total Fair Value | Allocation of Proceeds | Allocation per Share/Warrant | ||||||||||||
| Common Stock (6,156,001 shares) | $ | 340,245 | 60.66 | % | $ | 190,867 | $ | 0.0310 | ||||||||
| Warrants (5,700,001 warrants) | 220,643 | 39.34 | % | 123,773 | 0.0217 | |||||||||||
| Total | $ | 560,888 | 100 | % | $ | 314,640 | ||||||||||
The allocated value per share is $0.031 ($190,867 ÷ 6,156,001 shares), and the allocated value per warrant is $0.022 ($123,773 ÷ 5,700,001 warrants), or a 48.58% discount to market.
The funds will be used for working capital purposes, predominantly for research and development and administrative expenses.
| 26 |
Item 3. Defaults Upon Senior Securities
The 2021 Note issued on May 3, 2021, with its maturity date extended through March 1, 2025, carries an interest rate of 10%, with a default rate of 18%, 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 by 120% of the difference between the conversion price and the market price.
The 2021 Note has been in default since March 1, 2025, with a default interest of 18%.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
None
Item 6. Exhibits
| Exhibit No. | Title of Document | |
| 31.1 | * | Certification of Principal Executive and Financial Officers pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended. |
| 32.1 | ** | Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 (Chief Executive and Financial Officer). |
| 100 | * | The following financial statements from the Quarterly Report on Form 10-Q of BIOXYTRAN, Inc. for the quarter ended June 30, 2026, 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. |
| 27 |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
| BIOXYTRAN, INC. | ||
| Date: August 14, 2026 | By: | /s/ David Platt |
| David Platt | ||
| Chief Executive Officer | ||
| /s/ Ola Soderquist | ||
| Ola Soderquist | ||
| Chief Financial Officer | ||
| 28 |