10-Q

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

10-Q

☒

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

For the quarterly period ended ### September 30, 2023

OR

☐

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

For

the transition period from_____________ to _____________

Commission

file number: 001-35027

BIOXYTRAN,

INC.

(Exact name of registrant as specified in its charter)

Nevada	2834	26-2797630
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(Primary<br> Standard Industrial<br><br> Classification Code Number)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
75 2nd Avenue, Ste 605, Needham, MA	02494
---	---
(Address of principal executive<br> offices)	(Zip Code)

617-454-1199

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.

Class	Outstanding<br> at November 1, 2023
Common Stock, $0.001 par<br> value per share	144,642,333 shares

BIOXYTRAN,

INC.

FORM

10-Q

TABLE

OF CONTENTS

PART I - FINANCIAL INFORMATION
	Item 1.	Unaudited Condensed Consolidated Financial Statements	1
		Balance Sheets as of September 30, 2023 and December 31, 2022 (Unaudited)	1
		Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)	2
		Statement of Changes in Stockholders’ Deficit for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)	3
		Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)	5
		Notes to Unaudited Condensed Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25
	Item 4.	Controls and Procedures	25
PART II - OTHER INFORMATION
	Item 1.	Legal Proceedings	27
	Item 1A.	Risk Factors	27
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
	Item 3.	Defaults upon Senior Securities	27
	Item 4.	Mine Safety Disclosures	27
	Item 5.	Other Information	27
	Item 6.	Exhibits	28
SIGNATURES			29

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.

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PART

I - FINANCIAL INFORMATION

Item1. Unaudited Condensed Consolidated Financial Statements: BIOXYTRAN, Inc., September 30, 2023

BIOXYTRAN,

INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

AS

OF SEPTEMBER 30, 2023 AND DECEMBER 31, 2022

(UNAUDITED)

			December31, 2022
ASSETS
Current assets:
Cash	80,273		$	295,401
Total current assets	80,273			295,401
Intangibles, net	108,770			75,535
Total assets	189,043		$	370,936
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	352,572		$	749,395
Accounts payable, related party	—			709,727
Un-issued shares liability	10,386			960
Un-issued shares liability, related party	45,000			38,400
Un-issued shares liability	45,000			38,400
Loan from related party	25,000			—
Convertible notes payable, net of premium and discount	1,900,000			2,165,000
Total current liabilities	2,332,958			3,663,482
Total liabilities	2,332,958			3,663,482
Commitments and contingencies	—			—
Stockholders’ deficit:
Preferred stock, 0.001 par value; 50,000,000 shares authorized, nil issued and outstanding	—			—
Common stock, 0.001 par value; 300,000,000 shares authorized; 144,355,355 issued and outstanding as at September 30, 2023 and 123,252,235 as at December 31, 2022	144,355			123,252
Additional paid-in capital	12,821,885			8,392,430
Non-controlling interest	(659,063	)		(590,628	)
Accumulated deficit	(14,451,092	)		(11,217,600	)
Total stockholders’ deficit	(2,143,915	)		(3,292,546	)
Total liabilities and stockholders’ deficit	189,043		$	370,936

All values are in US Dollars.

See

the accompanying notes to these unaudited condensed consolidated financial statements

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BIOXYTRAN,

INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

	September 30,<br> <br>2023			September 30,<br> <br>2022			September 30,<br> <br>2023			September 30,<br> <br>2022
	Three months ended						Nine months ended
	September 30,<br> <br>2023			September 30,<br> <br>2022			September 30,<br> <br>2023			September 30,<br> <br>2022
Operating expenses:
Research and development	$	316,129		$	475,872		$	604,771		$	759,138
General and administrative		530,777			(563,604	)		2,031,347			440,336
Compensation expense		138,558			73,507			157,268			142,630
Total net operating expenses		985,464			(14,225	)		2,793,386			1,342,104
Net loss from operations		(985,464	)		14,225			(2,793,386	)		(1,342,104	)
Other expenses:
Interest expense		(48,701	)		(44,281	)		(155,399	)		(150,796	)
Amortization of IP		(1,803	)		(911	)		(4,505	)		(2,733	)
Debt discount amortization and issuance of warrants		—			(172,182	)		(348,637	)		(304,941	)
Total other expenses		(50,504	)		(217,374	)		(508,541	)		(458,470	)
Net loss before provision for income taxes		(1,035,968	)		(203,149	)		(3,301,927	)		(1,800,574	)
Provision for income taxes		—			—			—			—
NET LOSS		(1,035,968	)		(203,149	)		(3,301,927	)		(1,800,574	)
Net loss attributable to the non-controlling interest		34,777			79,507			68,435			142,314
NET LOSS ATTRIBUTABLE TO BIOXYTRAN	$	(1,001,191	)	$	(123,642	)	$	(3,233,492	)	$	(1,658,260	)
Loss per common share, basic and diluted	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.01	)
Weighted average number of common shares outstanding, basic and diluted		136,443,056			116,393,899			129,441,332			112,712,305

See

the accompanying notes to these unaudited condensed consolidated financial statements

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BIOXYTRAN,

INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR

THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

---

	Common Stock				Preferred Stock				Additional Paid in Capital					Accumulated			Non-controlling			Total
	Shares		Amount		Shares		Amount		Common			Preferred		Deficit			Interest			Equity
January 1, 2022		110,840,998	$	110,841		—		—	$	5,881,876		$	—	$	(8,753,668	)	$	(397,256	)	$	(3,158,207	)
Issuance of Warrants				-				-		42,250											42,250
Net loss attributable to the non-controlling interest				-				-		-			-					(51,116	)		(51,116	)
Net loss															(912,270	)					(912,270	)
March 31, 2022		110,840,998	$	110,841		—		—	$	5,924,126		$	—	$	(9,665,938	)	$	(448,372	)	$	(4,079,343	)
Cancellation of Stock Options – 2021 Plan										(47,267	)										(47,267	)
Net loss attributable to the non-controlling interest																		(11,691	)		(11,691	)
Net loss				-				-		-			-		(622,349	)					(622,349	)
June 30, 2022		110,840,998	$	110,841		—		—	$	5,876,859		$	—	$	(10,288,287	)	$	(460,063	)	$	(4,760,650	)
Correction for Stock Options – 2021 Plan										47,267											47,267
Forfeiture of Warrants										(6,763	)										(6,763	)
Issuance stock-plan BoD		200,000		200		-		-		45,430											45,630
Issuance stock-plan Consultants		352,000		352						59,748											60,100
Issuance of warrants										148,085											148,085
Sales of Shares		1,400,000		1,400						598,600											600,000
Conversion of warrants		4,139,503		4,140						(4,140	)										—
Conversion of Loan and accrued interest		6,081,484		6,081						1,514,290											1,520,371
Net loss attributable to the non-controlling interest																		(79,507	)		(79,507	)
Net loss				-				-		-			-		(123,642	)					(123,642	)
September 30, 2022		123,013,985	$	123,014		—		—	$	8,279,376			—	$	(10,411,929	)	$	(539,570	)	$	(2,549,109	)

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| --- | | | Common Stock | | | | Preferred Stock | | | | Additional Paid in Capital | | | | | Accumulated | | | Non-controlling | | | Total | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Shares | | Amount | | Shares | | Amount | | Common | | | Preferred | | Deficit | | | Interest | | | Equity | | | | January 1, 2023 | | 123,252,235 | $ | 123,252 | | — | | — | $ | 8,392,430 | | $ | — | $ | (11,217,600 | ) | $ | (590,628 | ) | $ | (3,292,546 | ) | | Stock transactions | | 250,000 | | 250 | | - | | - | | 79,750 | | | | | | | | | | | 80,000 | | | Stock subscription | | | | | | | | | | (30,000 | ) | | | | | | | | | | (30,000 | ) | | Net loss attributable to the non-controlling interest | | | | | | | | | | | | | | | | | | (32,894 | ) | | (32,894 | ) | | Net loss | | | | - | | | | - | | - | | | - | | (785,083 | ) | | | | | (785,083 | ) | | March 31, 2023 | | 123,502,235 | $ | 123,502 | | — | | — | $ | 8,442,180 | | $ | — | $ | (12,002,683 | ) | $ | (623,522 | ) | $ | (4,060,523 | ) | | Stock transactions | | 192,411 | | 192 | | - | | - | | 64,808 | | | | | | | | | | | 65,000 | | | Shares issued to BoD & Mgmnt - 2021 Plan | | 110,000 | | 110 | | | | | | 50,090 | | | | | | | | | | | 50,200 | | | Shares issued to Consultants - 2021 Plan | | 4,000 | | 4 | | | | | | 1,786 | | | | | | | | | | | 1,790 | | | Shares issued to BoD & Mgmnt for conversion of debt | | 6,763,562 | | 6,764 | | | | | | 2,157,576 | | | | | | | | | | | 2,164,340 | | | Shares issued to Consultants for conversion of debt | | 137,656 | | 138 | | | | | | 43,912 | | | | | | | | | | | 44,050 | | | Conversion of debt | | 1,325,430 | | 1,325 | | | | | | 170,981 | | | | | | | | | | | 172,306 | | | Issuance of Warrants | | | | | | | | | | 348,637 | | | | | | | | | | | 348,637 | | | Net loss attributable to the non-controlling interest | | | | | | | | | | | | | | | | | | (764 | ) | | (764 | ) | | Net loss | | | | - | | | | - | | - | | | - | | (1,411,218 | ) | | | | | (1,411,218 | ) | | June 30, 2023 | | 132,035,294 | $ | 132,035 | | — | $ | — | $ | 11,279,970 | | $ | — | $ | (13,413,901 | ) | $ | (624,286 | ) | $ | (2,626,182 | ) | | Balance | | 132,035,294 | $ | 132,035 | | — | $ | — | $ | 11,279,970 | | $ | — | $ | (13,413,901 | ) | $ | (624,286 | ) | $ | (2,626,182 | ) | | Stock transactions | | 3,188,459 | | 3,188 | | - | | - | | 387,173 | | | | | | | | | | | 390,361 | | | Shares issued to BoD & Mgmnt - 2021 Plan | | 120,000 | | 120 | | | | | | 17,820 | | | | | | | | | | | 17,940 | | | Shares issued to Consultants - 2021 Plan | | 477,000 | | 477 | | | | | | 70,835 | | | | | | | | | | | 71,312 | | | Shares issued to BoD & Mgmnt for conversion of debt | | 5,824,741 | | 5,825 | | | | | | 780,515 | | | | | | | | | | | 786,340 | | | Shares issued to Consultants for conversion of debt | | 1,600,000 | | 1,600 | | | | | | 142,400 | | | | | | | | | | | 144,000 | | | Conversion of debt | | 1,109,861 | | 1,110 | | | | | | 143,172 | | | | | | | | | | | 144,282 | | | Net loss attributable to the non-controlling interest | | | | | | | | | | | | | | | | | | (34,777 | ) | | (34,777 | ) | | Net loss | | | | - | | | | - | | - | | | - | | (1,001,191 | ) | | | | | (1,001,191 | ) | | September 30, 2023 | | 144,355,355 | $ | 144,355 | | — | | — | $ | 12,821,885 | | | — | $ | (14,451,092 | ) | $ | (659,063 | ) | $ | (2,143,915 | ) | | Balance | | 144,355,355 | $ | 144,355 | | — | | — | $ | 12,821,885 | | | — | $ | (14,451,092 | ) | $ | (659,063 | ) | $ | (2,143,915 | ) |

See

the accompanying notes to these unaudited condensed consolidated financial statements

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BIOXYTRAN,

INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR

THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

	Nine months Ended
	September30, 2023			September30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,301,927	)	$	(1,800,574	)
Adjustments to reconcile net loss to net cash used in operating activities:
Debt discount amortization, incl. issuance of warrants		348,637			304,941
Amortization of IP		4,505			2,733
Stock-based compensation		157,268			142,630
Interest paid with note conversion		51,588			53,371
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		(208,773	)		(282,805	)
Accounts payable, related party		2,265,953			(69,273	)
Net cash used in operating activities		(682,749	)		(1,648,977	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in intangibles		(37,740	)		(30,151	)
Net cash used in investing activities		(37,740	)		(30,151	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from subsidiary stock transactions		—			600,000
Proceeds from stock sales		505,361			—
Proceeds from issuance of convertible notes payable		—			1,380,960
Net cash provided by financing activities		505,361			1,980,960
Net increase in cash		(215,128	)		301,832
Cash, beginning of period		295,401			72,358
Cash, end of period	$	80,273		$	374,190
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	52,425		$	69,900
Income taxes paid		—			—
NON-CASH INVESTING & FINANCING ACTIVITIES
Issuance of warrants		348,637			190,335
Forfeiture of warrants		—			(6,763	)
Debt discount on convertible note		—			121,369
Common shares issued for the conversion of notes payable (principal and accrued interest)		316,588			1,520,371
Common shares issued for the exercise of warrants	$	—		$	68,910

See

the accompanying notes to these unaudited condensed consolidated financial statements

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BIOXYTRAN,

INC.

NOTES

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

NOTE

1 – BACKGROUND AND ORGANIZATION

Business

Operations

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

Our Subsidiary, Pharmalectin, Inc. (the “Subsidiary”) is a clinical stage pharmaceutical company focused on the development, manufacture and commercialization of therapeutic drugs designed to address conditions related to Covid-19.

Our Foreign Subsidiary, Pharmalectin (BVI), Inc. (the “Foreign Subsidiary”) is the owner and custodian of the Company’s Copyrights, Trade Marks and Patents.

Our 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 95,000,000 authorized Common shares with a par value of $0.0001, and 5,000,000 Preferred shares with a par value of $0.0001. On September 21, 2018, the Company 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 300,000,000 authorized Common shares with a par value of $0.001, and 50,000,000 Preferred shares with a par value of $0.001.

Pharmalectin

was organized on October 5, 2017 as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 authorized Common shares with a par value of $0.0001, and 5,000,000 Preferred shares with a par value of $0.0001. The Subsidiary was founded under the name of Bioxytran “Bioxytran (DE)”. On April 29, 2020, the name was changed to Pharmalectin, Inc. There are currently 19,650,000 issued and outstanding shares; 15,000,000 Common shares are held by Bioxytran and 4,650,000 Common shares are held by NDPD Parma, Inc (the “affiliate”). An additional 4,500,000 options are also held by the affiliate. The option agreement includes provisions for dilutive issuance and cash-less exercise. The beneficial ownership of the affiliate are Mike Sheikh, Ola Soderquist and David Platt.

Pharmalectin

BVI was organized on March 17, 2021 as a British Virgin Islands (BVI) Business Corporation with a BVI corporate taxing structure with 50,000 authorized shares with a par value of $1.00. There are currently 50,000 outstanding shares held by the Company.

Pharmalectin India Pvt Ltd. (“Pharmalectin India”) was organized on August 30, 2022 as an Indian Business Corporation with its principal place of business in Hyderabad, Telangana, India,

with

50,000 authorized shares with a par value of $0.12 (₹10). There are currently 41,020 outstanding shares whereof 41,000 (99.95%) are held by the Company.

Basis

of Presentation

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

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While the information presented in the accompanying financial statements is unaudited, it includes all adjustments which are, in the opinion of the management, necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”). In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are statements prepared in accordance with US GAAP have been condensed or omitted. These financial statements should be read in conjunction with the Company’s December 31, 2022 audited financial statements and notes.

Principles

of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Bioxytran, Inc. a Nevada Corporation, its majority owned subsidiary, Pharmalectin, Inc. of Delaware, as well as its wholly owned subsidiaries, Pharmalectin (BVI), Inc of British Virgin Islands and Pharmalectin India Pvt Ltd. (collectively, the “Company”). 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 an original maturity date of three months or less to be cash equivalents.

Useof Estimates

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

NetLoss per Common Share, basic and diluted

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

At

September 30, 2023, we would, based on the market price of $0.17/share, be obligated to issue approximately 16,045,900 shares of Common Stock upon conversion of currently outstanding convertible notes and 2,422,144 shares upon exercise of outstanding warrants and 380,000 shares upon exercise of outstanding options. For these Promissory notes, the shares total value is based on $1,900,000 of currently outstanding principal, and $185,967 in unpaid interest.

All of our currently outstanding notes have an interest rate of 6% and are convertible at the lower of (i) a fixed price of $0.13, or (ii) 85% of the closing price of any Qualified Financing, which consist of any fundraising whereby the Company receives gross proceeds of not less than $500,000. The notes contain a conversion limitation which prevents the holder(s) of the notes from converting if doing so would result in the holder beneficially owning more than 4.99% of our issued an outstanding Common Stock.

StockBased Compensation

The Company measures the cost of services received from employees and non-employees in exchange for an award of equity instruments based on the fair value of the award on the grant date pursuant ASC 718. Stock-based compensation expense is recorded by the Company over the requisite service period, or vesting period, in the same expense classifications in the statements of operations, as if such amounts were paid in cash.

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Researchand 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.

For

the nine months ended September 30, 2023 the Company incurred $604,771 in research and development expenses, while during the nine months ended September 30, 2022 the Company incurred $759,138.

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.

AccruedExpenses

As part of the process of preparing our condensed consolidated financial statements, we are required to estimate accrued expenses. This process involves identifying services that third parties have performed on our behalf and estimating the level of service performed and the associated cost incurred on these services as at each balance sheet date in our consolidated financial statements. Examples of estimated accrued 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.

Warrants

The Company has issued Common Stock warrants in connection with the execution of certain equity and debt financings. 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.

FairValue

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.

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RecentAccounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed interim financial statements.

NOTE

3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As

at September 30, 2023, the Company had cash of $80,273 and a negative working capital of $2,252,685. The Company has not yet generated any revenues from operations and has incurred cumulative net losses of $14,451,092. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

During

the nine months ended September 30, 2023, the Company raised a net of $505,361 in cash proceeds from the issuance of Common Stock. During the same period in 2022, the Company raised a net of $1,380,960 in cash proceeds from the issuance of convertible notes and $600,000 from the issuance of Common Stock of the Subsidiary. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of December 2023 and is pursuing alternative opportunities to funding.

The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.

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

NOTE

4 - RELATED PARTY TRANSACTIONS

The

Company hold License Agreements (the “License/s” or “Agreement/s”) for a medical device (license obtained in 2019) and a compound (license obtained in 2021), with two affiliated companies where in the officers of the Company hold a majority interest. The products were developed prior to the establishment of Bioxytran. The yearly maintenance fee for each license amount to $5,000. During the nine months ended September 30, 2023 the affiliates were paid $5,000 each. During the same period in 2022, there was $25,720 in transactions with affiliates as the Company also reimbursed the affiliates for the legal and administrative costs surrounding the establishment of the Licenses.

In

the three months leading up to the financial close, the affiliate has advanced $25,000 on behalf of the Company to pay necessary invoices from service providers, due to lack of funds.

NOTE

5 - INTANGIBLES

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment charges were recorded for the nine months ended September 30, 2023, or 2022.

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

SCHEDULE

OF INTANGIBLES

	Estimated Life (years)		September 30, 2023			December 31, 2022
Capitalized patent costs		20	$	116,919		$	79,179
Accumulated amortization				(8,149	)		(3,644	)
Intangible assets, net			$	108,770		$	75,535

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NOTE

6 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

On

September 30, 2023, there was $25,000 in a non-interest loan from a related party, in addition to $45,000 in unissued shares owed to related parties. On December 31, 2022 there was $709,727 in accounts payable to related parties and $38,400 in unissued shares owed to related parties.

The following table represents the major components of accounts payables and accrued expenses and other current liabilities at September 30, 2023 and at December 31, 2022:

SCHEDULE

OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

	September30, 2023		December31, 2022
Accounts payable related party (1)	$	—	$	709,727
Professional fees		162,000		393,085
Interest		185,967		134,581
Payroll taxes		—		40,182
Pension/401K		—		180,557
Other		4,605		990
Un-issued share liability, related party (2)		45,000		38,400
Un-issued share liability, consultant		10,386		960
Un-issued share liability		10,386		960
Loan from related party		25,000		—
Convertible note payable		1,900,000		2,165,000
Total	$	2,332,958	$	3,663,482
(1)	At<br> September 30, 2023 there were no accounts payables due to related parties. At December 31, 2022 there was $286,900 owed to the CEO,<br> $269,400 to the CFO and $153,427 and the CCO in salary and expenses.
---	---
(2)	At<br> September 30, 2023 the Company has not yet issued 233,163 shares to four Board Members in reward of their attendance at Board and<br> Committee meetings during the third quarter of 2023. The total fair market value at the time of the award was $45,000, or $0.193/share.

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NOTE

7 – CONVERTIBLE NOTES PAYABLE

Private

Placement, 2021 Notes

Around

April 29, 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 $1,165,000 with 6% interest, whereof $1,000,000 were contributed in form of cancellation of third-party notes.

At any time after the issue date of the 2021 Notes, the Holders of the 2021 Notes, (the “2021 Holders”), have the option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the 2021 Notes into shares of our Common Stock at the Conversion Price. The “Conversion Price” will be the lesser of (i) $0.13 per share or (ii) 85% of the closing price of Any Qualified Financing, which consists of any fundraising whereby the Company receives gross proceeds of not less than $500,000.

The

variable conversion rate component requires that the 2021 Notes to be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the undiscounted face value being deemed a premium to be added to the principal balance and accreted to additional paid-in capital over the life of the 2021 Notes. No such recording of a premium was required as the discounted “if-converted” rate of $0.13 per share, was identical to fair market value of the Company’s stock on the 2021 Notes date of issuance.

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The

2021 Holders are limited to holding a total of 4.99% of our issued and outstanding Common Stock at any one time.

The maturity on one note was negotiated to August 31, 2023, while the maturity of the three remaining notes were negotiated to April 30, 2024, and an increase of the interest rate to 10%. The principal and interest for two of these latter notes were extinguished and one partially converted into 2,435,291 shares of Common Stock on May 17, on June 26 and on August 30, 2023 for a total value of $

316,588

.

SCHEDULE

OF CONVERTIBLE CONVERSION OF ACCRUED INTEREST AND PRINCIPAL

Name	Principal Converted		Accrued interest converted		No. of shares issued
Private Placement, 2021 Notes issued to Officers (1)	$	265,000	$	51,588		2,435,291
(1)	Net cash received for these<br> notes were $1,380,960, after a Debt Discount of $86,040 was paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA<br> / SIPC).
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Convertible notes payable and interest payable consist of the following at September 30, 2023, and December 31, 2022:

SCHEDULE

OF CONVERTIBLE NOTES PAYABLE

	September 30, 2023		December 31, 2022
Principal balance (1), (2)	$	1,900,000	$	2,165,000
Interest Payable		185,967		134,581
Outstanding, net of debt discount and premium	$	2,085,967	$	2,299,581
(1)	Net cash received for these<br> notes were $1,045,150, after a Debt Discount of $119,850 was paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA<br> / SIPC). $265,000 of the outstanding principal was converted into shares of Common Stock on May 17, June 26 and on August 30, 2023.
---	---
(2)	$2 million of principal,<br> accrued interest and default penalties for notes issued prior to 2021, where settled by a third party in exchange for us issuing<br> to them a note in the amount of $1 million.

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

---

Private

Placement, 2022 Notes converted into Common Stock

In

January, 2022, we entered into thirty-four (34) Securities Purchase Agreements (the “2022 SPA’s”), with accredited investors, under which we agreed to sell the Notes, in an aggregate principal amount of $1,467,000 with 6% interest (the “2022 Notes”) to the holders of the 2022 Notes (the “2022 Holders”).

At

any time after the issue date of the 2022 Notes the 2022 Holders have the option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the Notes into shares of our Common Stock at the Conversion Price. The “Conversion Price” is set to $0.25 per share.

The

2022 Holders are limited to holding a total of 4.99% of our issued and outstanding Common Stock at any one time. The Common Stock underlying the 2022 Notes, when issued, bear a restrictive legend and are currently eligible for resale under Rule 144.

The

notes principal and accrued interest were fully converted into 6,081,484 shares of Common Stock on August 31, 2022.

Name	Principal Converted		Accrued interest converted		No. of shares issued
Private Placement, 2022 Notes (1)	$	1,467,000	$	53,371		6,081,484
	$	1,467,000	$	53,371		6,081,484
(1)	Net cash received for these<br> notes were $1,380,960, after a Debt Discount of $86,040 was paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA<br> / SIPC).
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NOTE

8 – STOCKHOLDERS’ EQUITY

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The

Company is authorized to issue 300,000,000 shares of Common Stock, and 50,000,000 shares of Preferred Stock.

Preferred

stock

As of September 30, 2023 and at December 31, 2022, no Preferred shares have been designated or issued.

Common

Stock

On

August 15, 2022 1,400,000 shares of Common Stock were sold in a private placement for an amount of $600,000, or $0.43/share.

On

August 31, 2022, 6,081,484 shares of Common Stock were issued against convertible notes with a principal of $1,467,000 and an accrued interest of $53,371, or $0.25/share.

On

September 8, 2022, 4,139,503 shares of Common Stock were issued in exchange against four outstanding warrants including provisions for dilutive issuance and cashless exercise.

For

the nine months ending September 30, 2022, 552,000 shares of Common Stock were issued under the 2021 Stock Plans for a total value of $105,730.

On

January 4, 2023 the Company issued 93,750 shares of Common Stock against $30,000, or $0.32/share, shown as stock subscription in the December 31, 2022 stockholders’ equity statement.

On

February 10, 2023 the Company issued 156,250 shares of Common Stock against $50,000, or $0.32/share.

On

April 14, 2023 the Company issued 137,656 shares of Common Stock were against third-party supplier invoices amounting to $44,050, or $0.32/share.

On

April 14, 2023 the Company issued 6,763,562 shares of Common Stock to offset the affiliate against invoices paid on behalf of the Company and accrued salaries to our Officers, for a total value of $2,164,340., or $0.32/share.

On April 18, 2023 the Company issued

78,125 shares of Common Stock against $25,000, or $0.32/share.

On

May 15, 2023 the Company issued 114,286 shares of Common Stock against $40,000, or $0.32/share.

On May 17, 2023 the Company issued

522,138 shares of Common Stock in a conversion of a note for a

value of $67,878 in principal and interest, or $0.13/share.

On June 26, 2023 the Company issued 803,292 shares of Common Stock in a conversion of a note for a value of $104,428 in principal and interest, or $0.13/share.

On

July 26, 2023 the Company issued 500,000 shares of Common Stock against $100,000, or $0.20/share.

On

August 21, 2023, 1,612,903 shares of Common Stock were sold on an S-1 for the amount of $145,161, or $0.09/share.

On

August 21, 2023, 1,600,000 shares of Common Stock were exchanged for invoices in the amount of $145,000, or $0.09/share.

On

August 25, 2023, 505,186 shares of Common Stock were sold in a private placement for the amount of $68,200, or $0.135/share.

On August 30, 2023 the Company issued

1,109,861 shares of Common Stock in a conversion of a note for

a value of $144,282 in principal and interest, or $0.13/share.

On

September 14, 2023, 5,824,741 shares of Common Stock were exchanged by the Company’s officers for invoices and salary past due in the amount of $786,340, or $0.135/share.

On September 19, 2023, the Company issued 200,000 shares of Common Stock against $27,000, or $0.135/share.

On September 19, 2023, the Company issued 370,370 shares of Common Stock against $50,000, or $0.135/share.

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For

the nine months ended September 30, 2023, a net of 711,000 shares of Common Stock were awarded under the 2021 Stock Plan for a total value of $141,796, or at an average cost of $0.20 per share.

As

at September 30, 2023, the Company has 144,355,355 shares of Common Stock issued and outstanding, at December 31, 2022 the Company had 123,252,235 shares of Common Stock issued and outstanding.

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Common

Stock Warrants

For

the nine months ended September 30, 2023 the Company issued 800,000 5-year warrants exercisable at $0.20/share, in connection with the refinancing of the 2021 Notes, valued at $0.436, based on Black and Scholes Option Pricing Model, for a total value of $348,637. For the nine months ended September 30, 2022, the Company issued 264,060 5-year warrants exercisable at $0.25/share, valued at $0.16, based on Black and Scholes Option Pricing Model, for a total value of $42,250.

The fair value of stock warrants granted for the 9 months ended September 30, 2023 was calculated with the following assumptions:

SCHEDULE OF STOCK WARRANTS VALUATION ASSUMPTIONS

	September 30, 2023			September 30, 2022
Risk-free interest rate		3.97	%		1.53	%
Expected dividend yield		0	%		0	%
Volatility factor (monthly)		147.58	%		169.27	%
Expected life of warrant		5 years			5 years

The following table summarizes the Company’s common stock warrant activity for the 9 months ended September 30, 2023 and 2022:

SCHEDULE OF WARRANT ACTIVITY

	Number of Warrants*		Weighted Average Exercise Price		Weighted- Average Remaining Expected Term
Outstanding as at January 1, 2022		272,000	$	2.00		2.9
Granted		264,030		0.26		5.0
Exercised		—		—		—
Forfeited/Canceled		—		—		—
Outstanding as at September 30, 2022		536,030		1.14		3.5
Outstanding as at January 1, 2023		542,030	$	0.42		4.1
Granted		800,000		0.20		5.0
Exercised		—		—		—
Forfeited/Canceled		—		—		—
Outstanding as at September 30, 2023		1,342,030	$	0.29		4.1
*	The warrant agreements<br> issued in 2019 for a total of 50,000 warrants include provisions for dilutive issuance and cash-less exercise. If exercised at September<br> 30, 2023 the provisions would have resulted in an issuance of 1,130,114 shares at an average conversion price of $0.09, or 873,704<br> shares in a cash-less exercise. In order to mitigate the Company’s risk an administrative hold has been placed on one shareholder’s<br> stock in the event of future exercise.
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The following table summarizes information about stock warrants that are vested or expected to vest at September 30, 2023:

SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS

		Warrants Outstanding								Exercisable Warrants
Number of Warrants		Weighted<br> <br>Average<br> <br>Exercise<br> <br>Price<br> <br>Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value		Number of Warrants		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic<br> <br>Value
	800,000	$	0.20		4.6	$	—		800,000	$	0.20		4.6	$	—
	492,030		0.26		3.5		—		492,030		0.26		3.5		—
	50,000		2.00		1.1		—		50,000		2.00		1.1		—
	1,342,030	$	0.29		4.1	$	—		1,342,030	$	0.29		4.1	$	—

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The following table sets forth the status of the Company’s non-vested warrants as at September 30, 2023 and 2022:

SCHEDULE

OF NON-VESTED WARRANTS

	Number of Warrants		Weighted-Average<br> <br>Grant-Date Fair Value
Non-vested as at January 1, 2022		—		—
Granted		264,030		0.25
Forfeited		—		—
Vested		—		—
Non-vested as at September 30, 2022		—	$	—
Non-vested as at January 1, 2023		—	$	—
Granted		800,000		0.20
Forfeited		—		—
Vested		—		—
Non-vested as at September 30, 2023		—	$	—

Sales

of Shares in Subsidiary

For

the nine months ended September 30, 2023 there were no shares sold in the Company’s Subsidiary, Pharmalectin, Inc.. For the nine months ended September 30, 2022 there were 1,800,000 shares of Common Stock sold in the Company’s Subsidiary, Pharmalectin, Inc. for a total of $600,000.

NOTE

9 – STOCK OPTION PLAN AND STOCK-BASED COMPENSATION

---

On

January 19, 2021, the Board of Directors adopted the “2021 Stock Plan” (the “2021 Plan”) under which the Company may grant Options to Purchase Stock, Stock Awards or Stock Appreciation Rights in an amount up to 15% of the number of issued and outstanding shares of the Company’s Common Stock, automatically adjusted on January 1 each year. Under the terms of the 2021 Stock 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 may be directly issued under the Plan (without any intervening options). Stock Awards may be issued which are fully and immediately vested upon issuance. As at September 30, 2023, 90,000 options and 5,001,709 shares have been awarded from the 2021 Plan.

Shares

Awarded and Issued under the 2021 Plan:

On

January 10, 2022, the Company granted 40,000 shares of Common Stock to four Board Members in reward of their attendance at Board and Committee meetings during the fourth quarter of 2021. The total fair market value at the time of the award was $6,400, or $0.16/share. The shares were issued on August 1, 2022

On

February 18, 2022, the Company granted 100,000 shares of Common Stock to two Consultants in reward of their assistance for the product development and our clinical trials in India. The total fair market value at the time of the award was $16,000, or $0.16/share. The shares were issued on August 1, 2022

On

April 1, 2022, the Company granted 10,000 shares to a Medical Advisory Board Member for her contribution to the Company during the first quarter of 2022. The total fair market value at the time of the award was $1,730, or $0.173/share. The shares were issued on August 1, 2022

On

April 1, 2022, the Company granted 70,000 shares to four Board Members in reward of their attendance at Board and Committee meetings during the first quarter of 2022. The total fair market value at the time of the award was $12,110, or $0.173/share. The shares were issued on August 1, 2022.

On

April 11, 2022, the Company granted 250,000 shares to three Consultants for the management of our clinical trials in India. The total fair market value at the time of the award was $43,250, or $0.173/share. The shares were issued on August 1, 2022.

On

August 1, 2022, the Company issued 82,000 shares to four Board Members in reward of their attendance at Board and Committee meetings during the second quarter of 2022. The total fair market value at the time of the award was $26,240, or $0.32/share.

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On

April 19, 2023, the Company issued 110,000 shares, with an average fair market value of $0.46/share at the time of award, to four members of the Board of Directors as compensation for their participations of Board and Committee meetings in the fourth quarter of 2022 and in the first quarter of 2023, for a total of $50,200.

On

April 19, 2023, the Company granted 4,000 shares with an average fair market value of $0.45/share to a Scientific Advisory Board Member for his contribution in the fourth quarter of 2022 and in the first quarter of 2023, for a total of $1,790.

On

August 4, 2023, the Company issued 120,000 shares, with an average fair market value of $0.15/share at the time of award, to three members of the Board of Directors as compensation for their participations of Board and Committee meetings in the second quarter of 2023, for a total of $17,940.

On

August 4, 2023, the Company granted 477,000 shares with an average fair market value of $0.15/share to a Scientific Advisory Board Members and consultants for their contribution in the second quarter of 2022 and in the first quarter of 2023, for a total of $71,312.

SCHEDULE

OF FAIR MARKET VALUE

	Number of<br> <br>Shares		Fair Value<br> <br>per Share		Weighted Average Market Value per Share
Shares Issued as of January 1, 2022		3,656,709	$	0.001	$	0.00
Shares Issued		552,000		0.16 – 0.32		0.22
Shares Issued as of September 30, 2022		4,208,709	$	0.001 – 0.32	$	0.00
Shares Issued as of January 1, 2023		4,290,709	$	0.001 – 0.41	$	0.00
Shares Issued		711,000		0.15 – 0.48		0.20
Shares Issued as of September 30, 2023		5,001,709	$	0.001 – 0.48	$	0.01

For

the nine months ended September 30, 2023, the Company recorded stock-based compensation expense of $157,268 in connection with the issuance of 711,000 Common share-based payment awards. For the nine months ended September 30, 2022, the Company had issued 552,000 shares at a stock-based compensation expense of $142,630.

Stock

options granted and vested 2021 Plan:

There

were no stock options granted the nine months ended September 30, 2023 and 2022. But, 144,000 stock options was forfeited in the nine months ended September 30, 2023, and 96,000 stock options was forfeited in the nine months ended September 30, 2022.

The following table summarizes the Company’s stock option activity for the nine months ended September 30, 2023, and 2022:

SCHEDULE

OF STOCK OPTIONS ACTIVITY

	Number of Options			Exercise Price per Share		Weighted Average Exercise Price per Share
Outstanding as of January 1, 2022		668,000		$	0.001 – 1.21	$	0.55
Granted		—			—		—
Exercised		—			—		—
Options forfeited/cancelled		(96,000	)		1.09 – 1.21		0.92
Outstanding as of September 30, 2022		572,000		$	0.001 – 1.21	$	0.45
Outstanding as of January 1, 2023		524,000		$	0.001 – 0.95	$	0.44
Granted		—			—		—
Exercised		—			—		—
Options forfeited/cancelled		(144,000	)		0.001 – 0.32		0.11
Outstanding as of September 30, 2023		380,000		$	0.001 – 0.95	$	0.48

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The following table summarizes information about stock options that are vested or expected to vest at September 30, 2023:

SCHEDULE

OF STOCK OPTION VESTED

				Options Outstanding								Exercisable Options
Exercise Price		Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value		Number of Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
$	0.001		45,000	$	0.001		0.83	$	7,650		45,000	$	0.001		0.83	$	7,650
	0.18		45,000		0.18		0.08		—		45,000		0.18		0.08		—
	0.19		45,000		0.19		0.58		—		45,000		0.19		0.58		—
	0.20		45,000		0.20		0.34		—		45,000		0.20		0.34		—
	0.95		200,000		0.95		0.51		—		200,000		0.95		0.51		—
$	0.001–0.95		380,000	$	0.48		0.57	$	7,650		380,000	$	0.48		0.57	$	7,650

The

weighted-average remaining estimated life for options exercisable at September 30, 2023 is 0.48 years.

The

aggregate intrinsic value for fully vested, exercisable options was $7,650 at September 30, 2023. The actual tax benefit realized from stock option exercises for the nine months ended at September 30, 2023 and 2022 was $0 as no options were exercised.

As

at September 30, 2023 the Company has 20,875,870 options or stock awards available for grant under the 2021 Plan.

NOTE

10 – NON-CONTROLLING INTEREST

SCHEDULE

OF NON CONTROLLING INTEREST

	September 30, 2023			December 31, 2022
Net loss Subsidiary	$	(289,191	)	$	(817,151	)
Net loss attributable to the non-controlling interest		68,435			193,372
Net loss affecting Bioxytran		(220,756	)		(623,780	)
Accumulated losses		(3,861,549	)		(3,594,287	)
Accumulated losses attributable to the non-controlling interest		820,013			751,578
Accumulated losses Bioxytran		(3,041,536	)		(2,842,709	)
Net equity non-controlling interest	$	(659,063	)	$	(590,628	)

As

at September 30, 2023 and at December 31, 2022 there are 19,650,000 issued and outstanding shares of Common Stock; 15,000,000 Common shares are held by Bioxytran and 4,650,000 Common shares are held by the affiliate. An additional 4,500,000 options are also held by the affiliate. The option agreement includes a provision for dilutive issuance and cash-less exercise.

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NOTE

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

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

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Litigation

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

NOTE

12 – SUBSEQUENT EVENTS

The Company has evaluated events from September 30, 2023 through the date the financial statements were issued. and did not, other than what is disclosed in the below, identify any further subsequent events requiring disclosure.

Shares

awarded under the 2021 Stock Plan:

On

October 27, 2023, the Company granted 53,815 shares to three Scientific Advisory Board Members for their contribution to the Company during the third quarter of 2023. The total fair market value at the time of the award was $10,386, or $0.193/share.

On

October 27, 2023, the Company granted 233,163 shares to four Board Members in reward of their contribution and their attendance at Board and Committee meetings during the third quarter of 2023. The total fair market value at the time of the award was $45,000, or $0.193/share.

Stock

options forfeited under the 2021 Stock Plan:

On

October 30, 2023, 45,000 options were forfeited by expiration and returned to the 2021 stock plan.

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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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Thefollowing discussion and analysis is based on, and should be read in conjunction with, the audited financial statements and the notesthereto for the two years ended December 31, 2022, included in our Annual Report on Form 10-K as filed with the Securities and ExchangeCommission on March 31, 2023. This discussion contains forward-looking statements. These statements are often identified by the use ofwords such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,”“could,” “estimate,” or “continue,” and similar expressions or variations. Such forward-looking statementsare subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materiallyfrom future results expressed or implied by such forward-looking statements. The forward-looking statements in this Quarterly Reporton Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developmentswill cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, wehave no current intention of doing so, except to the extent required by applicable law. You should, therefore, not rely on these forward-lookingstatements 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 $5,300,000, we will have sufficient working capital to repay the outstanding convertible notes and develop our business over the next approximately 15 months. At funding raised that is less than $5,300,000, we can likely repay the four convertible notes and 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 Newton, 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.

Our Subsidiary is continuing our clinical trials with a candidate named, ProLectin a complex polysaccharide derived from galactomannan and pectin respectively, that binds to, and blocks the activity of galectin-1 and -3, a type of galectin. Galectins are a member of a family of proteins in the body called lectins. These proteins interact with carbohydrate sugars located in, on the surface of, and in between cells. This interaction causes the cells to change behavior, including cell movement, multiplication, and other cellular functions. The interactions between lectins and their target carbohydrate sugars occur via a carbohydrate recognition domain, or CRD, within the lectin. Galectins are a subfamily of lectins that have a CRD that bind specifically to ß-galactoside proteins. Galectins have a broad range of functions, including regulation of cell survival and adhesion, promotion of cell-to-cell interactions, growth of blood vessels, regulation of the immune response and inflammation. During viral infections galectins are upregulated and downregulated based on the type of virus.

ProLectin-M’s clinical trial data shows non-toxicity and efficacy for treatment of mild to moderate COVID-19. The results of the trial are described in our three peer-reviewed articles Galectin antagonist use in mild cases of SARS-CoV-2; pilot feasibility randomised, open label,controlled trial, published in Journal of Vaccines & Vaccination on December 30, 2020, Carbohydrate ProLectin-M, aGalectin-3 Antagonist, Blocks SARS-CoV-2 Activity published in the International Journal of Health Sciences on July 31, 2022 and PLG-007 and Its Active Component Galactomannan-α Competitively Inhibit Enzymes That Hydrolyze Glucose Polymers published in the International Journal of Molecular Science on July 13, 2022.

Results from our latest Phase 2 trial on COVID-19 patients conducted at ESIS Medical College and Hospital, Sanath Nagar, Hyderabad, India were published in in the peer-reviewed journal Virus: An Oral Galectin Antagonist in COVID-19—A Phase II Randomized ControlledTrial on February 23, 2023, show positive results of its randomized, placebo-controlled Phase 2 clinical trial in thirty-four (34) patients with mild-to-moderate COVID-19. During the seven (7) days of treatment, an orally administered Galectin Antagonist in the form of a chewable tablet was administered eight (8) times per day on an hourly basis. The endpoint was a statistically significant reduction in viral load measured by the number of patients reaching a below threshold PCR value (Ct value ≥ 29) by day 7. The trial met its endpoint with a one hundred percent (100%) response rate by day 7 versus six percent (6%) in placebo, which was statistically significant (p-value = .001). Our analysis also revealed an 82% response rate by day 3, which was statistically significant (p-value = .001). There were no drug-related serious adverse events (SAE’s) in the patient population or viral rebounds by day fourteen (14) in the patient population.

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On April 19, 2023, the Company announced that its long awaited Acellular 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 as funding permits.

On August 31, 2023 the Company published a pre-print of a future article named: Evaluation of Complex Carbohydrates Showing Broad-SpectrumAntiviral Activity against SARS-CoV-2, Influenza-a (H1N1) and Human Respiratory Syncytial Virus (hRSV) Strain A2 in ‘In Vitro’Setting. With a conclusion that both ProLectin-I and ProLectin-M have been reported to exhibit broad-spectrum antiviral activity in ‘in-vitro’ setting. ProLectin-M reducing influenza-A virus by 95% and hRSC strain A2 by 65%. To better understand broad spectrum antiviral activity of ProLectin-I and ProLectin-M, further pre-clinical research is warranted.

On August 21, 2023, the US Food and Drug Administration (“FDA”) approved the Company’s IND #153742, filed 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”. The trial is expected to start early 2024, provided we obtain adequate funding.

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 Company is currently recruiting patients for the trial and initialdosage of patients is planned to start on, or around, October 1, 2023.

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 resulting from an earlier Covid infection”.

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

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

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited resources and operating history. As described in Note 6 of the financial statements, the Company has currently two (2) convertible loans outstanding at a total face value of $1,900,000. As shown in the accompanying unaudited condensed consolidated financial statements, the Company had an accumulated deficit of $14,451,092 as at September 30, 2023. The accumulated deficit as at December 31, 2022 was $11,217,600.

RESULTS

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

We are a clinical stage company. Historically, Bioxytran was engaged in formation, fund raising and identifying and consulting with the scientific community regarding the development, formulation and testing of its products as of the fourth quarter of 2021 the Company has engaged in research and development activities through its Subsidiary, Pharmalectin, Inc., developing the Company’s anti-viral therapeutic ProLectin. Additionally, during the first half of 2023, the Company successfully developed a GLP facility and initiated preliminary animal testing of our hypoxia platform technology: Acellular Oxygen Carrier (“AOC”), with an expected start date in early 2024 for pre-clinical testing and studies.

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Researchand Development

	Three months ended					Nine months ended
	September30, 2023			September30, 2022		September30, 2023		September30, 2022
Research and development:
Process development	$	150,000		$	—	$	275,439	$	—
Product development		—			23,857		19,938		123,580
Regulatory		35,129			76,222		94,643		223,506
Clinical trials		145,000			353,650		206,750		387,500
Project management		(14,000	)		21,000		8,000		23,410
Total research and development	$	316,129		$	474,729	$	604,771	$	757,995
During the three months<br> ended September 30, 2023, the Company recorded $316,129 in R&D expenses. During the three months ended September 30, 2023, the<br> Company recorded $474,729 in R&D expenses. During the nine months ended September 30, 2023, the Company recorded $604,771 in<br> R&D expenses. During the nine months ended September 30, 2023, the Company recorded $757,995 in R&D expenses. During the<br> nine months ending in September, 2023, $264,393 was invested in, ProLectin, while 340,377 was invested in the AOC. All prior development<br> was focused on ProLectin, only.
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Generaland Administrative

	Three months ended					Nine months ended
	September 30,<br> <br>2023		September 30,<br> <br>2022			September 30,<br> <br>2023		September 30,<br> <br>2022
General and administrative expenses:
Payroll and related expenses	$	375,459	$	(724,818	)	$	1,128,130	$	9,792
Costs for legal, accounting and other professional services		17,455		56,863			137,626		87,683
Promotional expenses		66,500		53,000			595,449		201,700
Miscellaneous expenses		71,362		51,351			170,142		143,448
Total general and administrative	$	530,777	$	(563,604	)	$	2,031,347	$	442,623
Payroll and related<br> expenses for the three months ended September 30, 2022 were $375,459 for the 3 months ended September 30, 2023 and $1,128,130<br> for the nine months ended September 30, 2023. The amount was negative $724,818 for the three months ended September 30, 2022 while<br> the nine months ended up in $9,792, as the company management forfeited their accrued salary.
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The Costs for legal,<br> accounting and other professional services for the three and nine months ended September 30, 2023 were $17,455 and $137,626 respectively,<br> as compared to $56,863 and $87,683 for the three and nine months ended September 30, 2022. The increased costs are for contracted<br> investments services for an amount of $50,000 in the second quarter of 2023.
Promotional expenses<br> for the three and nine months ended September 30, 2023 were $66,500 and $595,449 respectively, as compared to $53,000 and $201,700<br> for the three and nine months ended September 30, 2022. The increase costs stock promotion<br> incurred by the Company’s return to being listed on OTCQB. The Company has currently a non-reimbursable advance paid Public<br> Relations Agreement running through July 31, 2024.
Miscellaneous G&A<br> expenses during the three and nine months ended September 30, 2023 was $71,362 and $170,142, respectively. During the three and<br> nine months ended September 30, 2022 was $51,351 and $143,448.

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Stock-basedCompensation

	Three months ended				Nine months ended
	September30, 2023		September30, 2022		September30, 2023		September30, 2022
Compensation expense to BoD and Management	$	52,940	$	25,600	$	74,740	$	82,740
Compensation expense to consultants		85,618		47,907		82,528		59,890
Total compensation expense	$	138,558	$	73,507	$	157,268	$	142,630
Stock-based compensation<br> amounted to $138,558 for the three months ended September, 2023. The stock-based compensation for the three months ended September<br> 30, 2022 was $73,507. Stock-based compensation amounted to $157,268 for the nine months ended September, 2023. Stock-based compensation<br> amounted to $142,630 for the nine months ended September, 2022.
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Otherexpenses

	Three months ended				Nine months ended
	September30, 2023		September30, 2022		September30, 2023		September30, 2022
Other (expenses):
Interest expense	$	48,701	$	44,281	$	155,399	$	150,796
Debt discount amortization		—		30,860		—		121,369
Amortization of warrants		—		141,322		348,637		304,941
Amortization of IP		1,803		911		4,505		2,733
Total other income (expenses)	$	50,504	$	217,374	$	508,541	$	458,470
During<br> the three months ended September 30, 2023, the Company recorded $48,701 in interest expense, $1,803 was amortized from the<br> Company’s IP. During the three months ended September 30, 2022, the Company recorded $30,860 in amortization of debt discount<br> while the interest expense was $44,281, $911 was amortized from the Company’s IP while the amortization of warrants amounted<br> to 141,322.<br><br> <br><br><br> <br>During<br> the nine months ended September 30, 2023, the Company amortized $4,505 from the Company’s IP and $348,637 in amortization of<br> warrants, as compared to, $2,733 in IP amortization and $304,941 of warrant amortization of for the nine months ended September 30,<br> 2022. The interest for the nine months ended September 30, 2023 for the convertible notes amounted to $155,399, as compared to $150,796<br> for the nine months ended September 30, 2022, were also $121,369 was recorded as amortization of debt discount for this latter period.
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Non-ControllingInterest

	Three months ended				Nine months ended
	September30, 2023		September30, 2022		September30, 2023		September30, 2022
Net loss attributable to the non-controlling interest	$	34,777	$	79,506	$	68,435	$	142,314
For the three months ended<br> September 30, 2023 and 2022 there was a non-controlling interest attribution of $34,777 and 79,506 respectively. For the nine months<br> ended September 30, 2023 and 2022 there was a non-controlling interest attribution of $68,435 and $142,314 respectively. The significant<br> difference is directly related to the Company’s R&D activities due to lack of capital.
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| --- | | | | # of options * | | September 30, 2023 | | December 31, 2022 | | | --- | --- | --- | --- | --- | --- | --- | --- | | Minority owners cash investment | 4,650,000 | | | $ | 160,035 | $ | 160,035 | | Bioxytran invested equity | 15,000,000 | | | | 1,500 | | 1,500 | | Issued stock options @ 0.33 | | | 4,500,000 | | 450 | | 450 | | Total outstanding | 19,650,000 | | 4,500,000 | $ | 162,435 | $ | 162,435 |

All values are in US Dollars.

As<br> at September 30, 2023 and at December 31, 2022 there are 19,650,000 issued and outstanding shares; 15,000,000 shares (76%) of Common<br> Stock are held by Bioxytran and 4,650,000 shares of Common Stock are held by the affiliate. Further, an additional 4,500,000 options<br> to purchase shares of Common Stock exercisable at $0.33 are held by the affiliate.<br><br> <br><br><br> <br>*<br> The option agreement is held by the affiliate and includes a provision for dilutive issuance and cash-less exercise. If exercised<br> at September 30, 2023 the provisions would result in an issuance of 16,782,316 shares at an average conversion-price of $0.0885.<br> The beneficial ownership of the affiliate includes<br> the Company’s management. If external ownership would exceed 49% of the Subsidiary, the remaining options can be converted<br> into shares in Bioxytran (BIXT) at a fixed conversion rate of 1.18864 shares per option share.

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NetLoss

	Three months ended						Nine months ended
	September30, 2023			September30, 2022			September30, 2023			September30, 2022
Net loss attributable to Bioxytran	$	(1,000,795	)	$	(75,233	)	$	(3,233,096	)	$	(1,706,671	)
Loss per Common share, basic and diluted	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.01	)
Weighted average number of Common shares outstanding, basic		136,443,056			116,393,899			129,441,332			112,712,305
The Company generated a<br> net loss for the three months ended September 30, 2023 of $1,000,795. In comparison, for the three months ended September 30, 2022,<br> the Company generated a net loss of $75,233. The Company generated a net loss for the nine months ended September 30, 2023 of $3,233,096.<br> In comparison, for the nine months ended September 30, 2022, the Company generated a net loss of $1,706,671. The significant difference<br> is directly related to the management’s forfeiture of their accrued salary in the third quarter of 2022.
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CASH-FLOWS

	Nine months ended					****
	September 30, 2023		****	September 30, 2022		****
Net cash used in operating activities	$	(682,749	)	$	(1,648,977	)
Net cash used in investing activities		(37,740	)		(30,151	)
Net cash provided by<br> financing activities		505,361			1,980,960
Net increase (decrease) in cash	$	(215,128	)	$	301,832
Cash, beginning of period		295,401			72,358
Cash,<br> end of period		80,273			374,190
Net cash used in operating<br> activities was $682,749 and $1,648,977 for the nine months ended September 30, 2023 and 2022, respectively. The decrease was<br> due to a reduction of the research and development activities due to lack of funding.
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In the nine months ended<br> September 30, 2023 the Company is in the process of filing a patent, and $37,740 was spent in legal fees. In the nine months ended<br> September 30, 2022 the amount was $30,151.
During the nine months<br> ending September 30, 2023, the Company had raised $505,361 through issuance of common shares. In the period ended September 30,2022<br> the company entered agreements for thirty-eight (38) convertible notes at 6% interest, with net cash proceeds of $1,380,460 as well<br> as a cash investment in the Company’s subsidiary of $600,000. The convertible notes have, since then, been converted to Common<br> Stock.
The available cash<br> was $80,273 and $374,190 in the end of the Nine months ended September 30, 2023 and 2022, respectively.

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LIQUIDITY

AND CAPITAL RESOURCES

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Cashand Cash Equivalents

	September 30, 2023		December 31, 2022
Current assets:
Cash	$	72,358	$	295,401
Total current assets	$	72,358	$	295,401

As of September 30, 2023, our current assets consisted of $72,358 of cash at December 31, 2022 we had $295,401 of cash.

CurrentLiabilities

	September 30, 2023		December 31, 2022
Current liabilities:
Accounts payable and accrued expenses	$	352,572	$	749,395
Accounts payable related party		—		709,727
Un-issued shares liability		10,386		960
Un-issued shares liability related party		45,000		38,400
Loan from related party		25,000		—
Convertible notes payable, net of discount		1,900,000		2,165,000
Total current liabilities		2,332,958		3,663,482

At September 30, 2023 we had total liabilities of $2,332,958, which consisted of $352,572 in accounts payable and accrued expenses (of which none was payable to related parties), $55,386 in un-issued shares (of which $45,000 was payable to related parties) and $1,900,000 in two remaining convertible loans, there is also a none-interest loan from a related party. At December 31, 2022 total liabilities were $3,663,482, consisting of $1,459,121 in accounts payable and accrued expenses (of which $709,727 was payable to related parties), $39,360 in un-issued shares (of which $38,400 was payable to related parties) and $2,165,000 in the form of four convertible loans net of discount.

NetWorking Capital and Accumulated Deficit

	September 30, 2023		****	December 31, 2022		****
Net working capital	$	(2,252,685	)	$	(3,368,081	)
Accumulated deficit	$	(14,451,092	)	$	(11,217,600	)

At September 30, 2023, the net working capital was negative $2,252,685 and the accumulated deficit of $14,451,092. Comparatively, on December 31, 2022, we had net working capital of negative $3,368,081 and an accumulated deficit of $11,217,600. We believe that we must raise an additional $3,700,000 to be able to continue our business operations for the next 15 months.

UpcomingFinancing Activities

On September 19, 2023 the Company filed a Form S-1, declared effective by the SEC on September 29, 2023, wherein the Company has an option, but not an obligation, to sell up to 11 million shares of Common Stock, for an amount of $1,683,000. The Company is also pursuing other alternative sources of investment. The Company filed a Form D with the SEC on March 13, 2023, disclosing our intention to raise up to $5.0 million in debt or equity.

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.

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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.

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Contractual

Obligations

	September 30, 2023		December 31, 2022
Interest on notes payable	$	185,967	$	134,581
Convertible notes payable		1,900,000		2,165,000
Total	$	2,085,967	$	2,299,581
As at September<br> 30, 2023, our contractual obligations include two convertible notes, for a total of $1,900,000 and of accrued interest for these<br> notes mounting to $185,967, as at December 31, 2022 there were four convertible notes, for a total of $2,165,000 and of accrued interest<br> for these notes mounting to $134,581. Both notes are Rule 144 eligible. The maturity date for a note of $1,000,000 is December 31,<br> 2023, while the remaining note of $900,000 has a maturity date of April 30, 2024.
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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)<br> times the employee’s annual salary upon the Termination Date and any target bonus earned, or if termination occurs within 12<br> months of a change in control, then the terminated employee shall receive two (2) times the employee’s annual salary and any<br> target bonus earned.
●	Continued coverage under<br> any health, medical, dental or vision program or policy, in which they were eligible to participate at the time of employment termination,<br> for 12 months.
●	Provide outplacement services<br> through one or more outside firms of the employee’s choosing up to an aggregate of $50,000.

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

Off-Balance

Sheet Arrangements

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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.

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StockBased 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.

RecentAccounting Standards

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In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of AASU 2020-06 did not have an impact on the Company’s financial statements.

Item3. Quantitative and Qualitative Disclosures About Market Risk

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Item 3 is not applicable to us because we are a smaller reporting company.

Item4. Controls and Procedures

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Evaluation

of Disclosure Controls and Procedures

Our Chief Executive Officer (principal executive Officer) and Chief Financial Officer (principal financial Officer) reviewed the effectiveness of our disclosure controls and procedures as at the end of the period covered by this report and concluded that as at September 30, 2023, (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 Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on this evaluation, our Chief Executive Officer and our Chief 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.

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Management’s

Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2023. 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.

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

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

Because of the above material weakness, management has concluded that we did not maintain effective internal control over financial reporting as at September 30, 2023, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.

Changes

in Internal Controls Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the nine months ended September 30, 2023 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.

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PART

II - OTHER INFORMATION

Item1. Legal Proceedings

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

Item1A. Risk Factors

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The Company is a smaller reporting company and is not required to provide this information.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds

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Set forth below is information regarding shares of Common Stock issued by us for the last three years, that were not registered under the Securities Act. Also included is the consideration received by us for such shares and information relating to the section of the Securities Act, or rule of the Securities and Exchange Commission, under which exemption from registration was claimed.

●	On<br> July 24, 2023, 500,000 shares of Common Stock were sold in a private placement for the amount of $100,000,<br> or $0.20/share.
●	On<br> August 21, 2023, 1,600,000 shares of Common Stock were exchanged for invoices in the amount of $145,000,<br> or $0.09/share.
●	On<br> August 25, 2023, 505,186 shares of Common Stock were sold in a private placement for the amount of $68,200,<br> or $0.135/share.
●	On<br> September 14, 2023, 5,824,741 shares of Common Stock were exchanged by the Company’s officers against invoices and salary past<br> due in the amount of $786,340, or $0.135/share.
●	On September 19, 2023,<br> the Company issued 200,000 shares of Common Stock against $27,000, or $0.135/share.
●	On September 19, 2023,<br> the Company issued 370,370 shares of Common Stock against $50,000, or $0.135/share.

All funds received though these equity transactions will be used in the development of the ProLectin-M, and for operating expenses.

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

Item3. Defaults Upon Senior Securities

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There are currently no defaults upon Senior Securities.

Item4. Mine Safety Disclosures

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Not Applicable.

Item5. Other Information

On

September 21, 2023 the Subsidiary, Pharmalectin, Inc. was issued an additional international patent #WO2023178228A1 - Lectin-binding carbohydrates for treating viral infections.

InsiderTrading Arrangements

None of the Company’s directors or officers (as defined in Section 16 of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408(a) and (c) of Regulation S-K) during the Company’s fiscal quarter ended September 30, 2023.

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Item6. Exhibits

Exhibit No.		Title of Document
10.80	*	Form of Option Agreement dated June 4, 2021
31.1	*	Certification of Chief Executive Officer and Chief Financial Officer 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 Officer and Chief Financial Officer).
100		The<br> following financial statements from the Quarterly Report on Form 10-Q of BIOXYTRAN, Inc. for the quarter ended September 30, 2023<br> formatted in XBRL: (i) Condensed Balance Sheets (unaudited), (ii) Condensed Statements of Operations (unaudited), (iii) Condensed<br> Statements of Cash Flows (unaudited), and (iv) Notes to Condensed Financial Statements (unaudited), tagged as blocks of text.
*	Filed as an exhibit hereto.
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**	These certificates are<br> furnished to, but shall not be deemed to be filed with, the Securities and Exchange Commission.
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SIGNATURES

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

	BIOXYTRAN, INC.
Date: November 2, 2023	By:	/s/ David Platt
		David Platt
		Chief Executive Officer
		/s/ Ola Soderquist
		Ola Soderquist
		Chief Financial Officer

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Exhibit10.80

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE OPTION

PHARMALECTIN, INC.

Option Shares: 4,500,000

Date of Issuance: June 4, 2021 (“Issuance Date”)

This COMMON STOCK PURCHASE OPTION (the “Option”) certifies that NDPD Pharma, Inc., a Delaware corporation (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from Pharmalectin, Inc., a Delaware corporation (the “Company”), a subsidiary of Bioxytran, Inc., a Nevada Corporation (the “Parent Company”) up to 4,500,000 shares of Common Stock (as defined below) (the “Option Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Option) at the Exercise Price per share then in effect. This Option is issued by the Company as of the date hereof in connection with the Company’s 2017 Stock Plan.

Capitalized terms used in this Option shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Option or in Section 12 below. For purposes of this Option, the term “Exercise Price” shall mean $0.33 (Thirty-three cents), subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the five-year anniversary thereof.

1. EXERCISE OF OPTION.

(a) Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Option may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Option. The Holder shall not be required to deliver the original Option in order to affect an exercise hereunder. Partial exercises of this Option resulting in purchases of a portion of the total number of Option Shares available hereunder shall have the effect of lowering the outstanding number of Option Shares purchasable hereunder in an amount equal to the applicable number of Option Shares purchased. On or before the second Trading Day (the “Option Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Option Shares as to which all or a portion of this Option is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Option Shares with respect to which this Option has been exercised, irrespective of the date of delivery of the certificates evidencing such Option Shares. If this Option is submitted in connection with any exercise and the number of Option Shares represented by this Option submitted for exercise is greater than the number of Option Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Option (in accordance with Section 6) representing the right to purchase the number of Option Shares purchasable immediately prior to such exercise under this Option, less the number of Option Shares with respect to which this Option is exercised.

If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Option Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Debenture.

If the Market Price of one share of the Parent Company’s Common Stock is greater than the Exercise Price, the Holder may elect to receive Option Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Option determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Option and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula:

X = Y (A-B)

A

Where<br> X	=	the<br> number of Shares to be issued to Holder.
Y	=	the<br> number of Option Shares that the Holder elects to purchase under this Option
		(at<br> the date of such calculation).
A	=	the<br> Market Price (at the date of such calculation).
B	=	Exercise<br> Price (as adjusted to the date of such calculation).

(b) No Fractional Shares. No fractional shares shall be issued upon the exercise of this Option as a consequence of any adjustment pursuant hereto. All Option Shares (including fractions) issuable upon exercise of this Option may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of an Option Share by such fraction.

(c) Ownership Limitation. If at exercise Bioxytran, Inc’s ownership in Pharmalectin, Inc. would fall below 51% the overage option shares will be issued as shares in Bioxytran (BIXT) at a fixed conversion rate of 1.18864 shares per option share.

2. ADJUSTMENTS. The Exercise Price and the number of Option Shares shall be adjusted from time to time as follows:

(a) Distributionof Assets. If the Parent Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Option, then, in each such case:

(i) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and

(ii) the number of Option Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a Option to purchase Other Shares of Common Stock in lieu of an increase in the number of Option Shares, the terms of which shall be identical to those of this Option, except that such Option shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Option immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Option was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Option Shares calculated in accordance with the first part of this clause (ii).

(b) Anti-DilutionAdjustments to Exercise Price. If the Parent Company or any Subsidiary thereof, as applicable, at any time while this Option is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to Options, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Parent Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price, and the number of Option Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment (for the avoidance of doubt, the aggregate Exercise Price prior to such adjustment is calculated as follows: the total number of Option Shares multiplied by the initial Exercise Price in effect as of the Issuance Date). Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Parent Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Parent Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Parent Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to receive a number of Option Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

(c) Subdivision or Combination of Common Stock. If the Parent Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Option Shares will be proportionately increased. If the Parent Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Option Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective at the close of business on the date the subdivision or combination becomes effective. Each such adjustment of the Exercise Price shall be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever any event covered by this Section 2(c) shall occur.

3. FUNDAMENTAL TRANSACTIONS. If, at any time while this Option is outstanding, (i) the Company, or the Parent Company, effects any merger of the Company, or the Parent Company, with or into another entity and the Company, or the Parent Company, is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company, or the Parent Company, effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company, or the Parent Company, or by another individual or entity, and approved by the Company, or the Parent Company,) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company, or the Parent Company, effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Option, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Option is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Option following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new Option consistent with the foregoing provisions and evidencing the Holder’s right to exercise such Option into Alternate Consideration.

4. NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Option, and will at all times in good faith carry out all the provisions of this Option and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Option above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Option, and (iii) shall, for so long as this Option is outstanding, have authorized and reserved, free from preemptive rights, ten (10) times the number of shares of Common Stock into which the Options are then exercisable into to provide for the exercise of the rights represented by this Option (without regard to any limitations on exercise).

OPTION HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Option, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Option shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Option or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

6. REISSUANCE.

(a) Lost, Stolen or Mutilated Option. If this Option is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Option, include the surrender thereof), issue a new Option of like denomination and tenor as this Option so lost, stolen, mutilated or destroyed.

(b) Issuance of New Options. Whenever the Company is required to issue a new Option pursuant to the terms of this Option, such new Option shall be of like tenor with this Option, and shall have an issuance date, as indicated on the face of such new Option which is the same as the Issuance Date.

7. TRANSFER. This Option shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder). This Option or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent thereto.

8. NOTICES. Whenever notice is required to be given under this Option, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

9. AMENDMENT AND WAIVER. The terms of this Option may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

10. GOVERNING LAW AND VENUE. This Option shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Option shall be brought only in the state courts located in the State of Florida, County of Miami-Dade or federal courts located in the State of Florida, County of Miami-Dade. The parties to this Option hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forumnon conveniens. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS OPTION OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Option or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

11. ACCEPTANCE. Receipt of this Option by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

12. CERTAIN DEFINITIONS. For purposes of this Option, the following terms shall have the following meanings:

(a) “Nasdaq” means www.Nasdaq.com.

(b) “Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of the bid and ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

(c) “Common Stock” means the Company’s common stock, and any other class of securities into which such securities may hereafter be reclassified or changed.

(d) “Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, Options or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

(e) “Dilutive Issuance” is any issuance of Common Stock or Common Stock Equivalents described in Section 2(b) above; provided, however, that a Dilutive Issuance shall not include any Exempt Issuance.

(f) “Exempt Issuance” means the issuance of (i) shares of Common Stock or options to officers or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established for such purpose, (ii) securities issued pursuant to acquisitions approved by a majority of the disinterested directors of the Company, and (iii) shares of Common Stock issued pursuant to any real property leasing arrangement or financing from a national bank approved by the Board of Directors of the Company.

(g) “Principal Market” means the primary national securities exchange on which the Common Stock is then traded.

(h) “Market Price” means the highest traded price of the of the Parent Company’s Common Stock during the one hundred fifty Trading Days prior to the date of the respective Exercise Notice.

(i) “Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.

IN WITNESS WHEREOF, the Company has caused this Option to be duly executed as of the Issuance Date set forth above.

PHARMALECTIN, INC.
Name:	David<br> Platt
Title:	Chief<br> Executive Officer

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Exhibit31.1

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CERTIFICATIONOF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANTTO RULE 13a-14

We, David Platt and Ola Soderquist, certify that:

1.	We<br> have reviewed this Quarterly Report on Form 10-Q of BIOXYTRAN, Inc;
2.	Based<br> on our knowledge, this report does not contain any untrue statement of a material fact or<br> omit to state a material fact necessary to make the statements made, in light of the circumstances<br> under which such statements were made, not misleading with respect to the period covered<br> by this report;
3.	Based<br> on our knowledge, the financial statements, and other financial information included in this<br> report, fairly present in all material respects the financial condition, results of operations<br> and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The<br> registrant’s other certifying officer and we are responsible for establishing and maintaining<br> disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))<br> and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)<br> and 15d-15(f)) for the registrant and have:
a)	designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures<br> to be designed under our supervision, to ensure that material information relating to the<br> registrant, including its consolidated subsidiaries, is made known to us by others within<br> those entities, particularly during the period in which this report is being prepared;
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b)	designed<br> such internal control over financial reporting, or caused such internal control over financial<br> reporting to be designed under our supervision, to provide reasonable assurance regarding<br> the reliability of financial reporting and the preparation of financial statements for external<br> purposes in accordance with generally accepted accounting principles;
c)	evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented<br> in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br> as of the end of the period covered by this report based on such evaluation; and
d)	disclosed<br> in this report any change in the registrant’s internal control over financial reporting<br> that occurred during the registrant’s most recent fiscal quarter (the registrant’s<br> fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> reasonably likely to materially affect, the registrant’s internal control over financial<br> reporting; and
5.	We<br> have disclosed, based on our most recent evaluation of internal control over financial reporting,<br> to the registrant’s auditors and the audit committee of registrant’s board of<br> directors (or persons performing the equivalent functions):
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a)	all<br> significant deficiencies and material weaknesses in the design or operation of internal control<br> over financial reporting which are reasonably likely to adversely affect the registrant’s<br> ability to record, process, summarize and report financial information; and
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b)	any<br> fraud, whether or not material, that involves management or other employees who have a significant<br> role in the registrant’s internal control over financial reporting.

CERTIFICATIONOF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANTTO RULE 13a-14

	BIOXYTRAN, INC.
Date:<br> November 2, 2023	By:	/s/ David Platt
		David<br> Platt
		Chief<br> Executive Officer
		/s/ Ola Soderquist
		Ola<br> Soderquist
		Chief<br> Financial Officer

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Exhibit32.1

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of BIOXYTRAN, Inc. (the “Company”) for the quarter ending September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), David Platt, Chief Executive Officer and Ola Soderquist, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to their knowledge:

(1)	The<br> report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange<br> Act of 1934; and
(2)	The<br> information contained in the Report fairly presents, in all material respects, the financial<br> condition and results of operations of the Company.
	BIOXYTRAN, INC.
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Date:<br> November 2, 2023	By:	/s/ David Platt
		David<br> Platt
		Chief<br> Executive Officer
		/s/ Ola Soderquist
		Ola<br> Soderquist
		Chief<br> Financial Officer