10-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

10-K

☒

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

For the Year ended December 31, 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	26-2797630
(State<br> or other jurisdiction of<br><br> incorporation or organization)	(I.R.S.<br> Employer<br><br> Identification No.)
75 2^nd^ Ave**., Ste 605** , Needham , MA	02494
---	---
(Address<br> of principal executive offices)	(Zip<br> Code)

617-454-1199

(Registrant’s telephone number, including area code)

Securities

registered pursuant to Section 12(b) of the Act: None

Securities

registered pursuant to Section 12(g) of the Act:

Securities

registered under Section 12(g) of the Exchange Act:

(Title of Class)

Common

Stock, $.001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

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

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

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

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

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

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

Class	Trading<br> Symbol	Name<br> of each exchange on which listed
Common<br> Stock, $0.001 par value per share	BIXT	OTCQB

As

at June 30, 2023, the aggregate market value of the registrant’s voting stock held by non-affiliates based upon the per share closing price of $0.19 as reported on the OTCQB Market and the market value of shares owned by non-affiliates was approximately $9,199,691 (based on the assumption, solely for purposes of this computation, that all Directors and Officers of the registrant were affiliates of the registrant).

The

number of shares of Common Stock outstanding as at March 22, 2024, was 166,492,529 shares.

BIOXYTRAN,

INC.

FORM

10-K

TABLE

OF CONTENTS

PART<br> I
	Item<br> 1	Business	1
	Item<br> 1A	Risk<br> Factors	11
	Item<br> 1B	Unresolved<br> Staff Comments	11
	Item<br> 1C	Cybersecurity<br> Risk Management, Strategy, and Governance	11
	Item<br> 2	Properties	12
	Item<br> 3	Legal<br> Proceedings	12
	Item<br> 4	Mine<br> Safety Disclosures	12
PART<br> II
	Item<br> 5	Market<br> for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
	Item<br> 6	Selected<br> Financial Data	17
	Item<br> 7	Management’s<br> Discussion and Analysis of Financial Condition and Results of Operations	17
	Item<br> 7A	Quantitative<br> and Qualitative Disclosures About Market Risk	23
	Item<br> 8	Financial<br> Statements and Supplementary Data	23
	Item<br> 9	Changes<br> in and Disagreements with Accountants on Accounting and Financial Disclosures	23
	Item<br> 9A	Controls<br> and Procedures	23
	Item<br> 9B	Other<br> Information	24
PART<br> III
	Item<br> 10	Directors,<br> Executive Officers and Corporate Governance	25
	Item<br> 11	Executive<br> Compensation	29
	Item<br> 12	Security<br> Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30
	Item<br> 13	Certain<br> Relationships and Related Transactions, and Director Independence	31
	Item<br> 14	Principal<br> Accounting Fees and Services	32
PART<br> IV
	Item<br> 15	Exhibits<br> and Financial Statement Schedules	33
SIGNATURES			39
FINANCIAL<br> STATEMENTS AND FOOTNOTES			F-1<br> - F-19

| i |

| --- |

Special

Note Regarding Forward Looking Statements

This Annual Report on Form 10-K contains a number of “forward-looking statements”. Specifically, all statements other than statements of historical facts included in this Annual Report on Form 10-K regarding our financial position, business strategy and plans and objectives of management for future operations are forward-looking statements. These forward-looking statements are based on the beliefs of management at the time these statements were made, as well as assumptions made by and information currently available to management. When used in this Annual Report on Form 10-K and the documents incorporated by reference herein, the words “anticipate,” “believe,” “estimate,” “expect,” “may,” “will,” “continue” and “intend,” and words or phrases of similar import, as they relate to our financial position, business strategy and plans, or objectives of management, are intended to identify forward-looking statements. These statements reflect our current view with respect to future events and are subject to risks, uncertainties and assumptions related to various factors.

You should understand that the following important factors, in addition to those discussed in our periodic reports to be filed with the SEC under the Exchange Act, could affect our future results and could cause those results to differ materially from those expressed in such forward-looking statements:

●	We<br> expect to incur losses for the foreseeable future and may never achieve or maintain profitability.
●	We<br> are a company with limited operating history which makes it difficult to evaluate our current business and future prospects.
●	We<br> will require additional financing to implement our business plan which may not be available on favorable terms or at all, and we<br> may have to accept financing terms that would adversely affect our stockholders.
●	Raising<br> additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our drug<br> candidates and dietary supplements.
●	Our<br> products are based on novel, unproven technologies.
●	Clinical<br> drug development involves a lengthy and expensive process, with an uncertain outcome. We may incur additional costs or experience<br> delays in completing, or ultimately be unable to complete, the development and commercialization of our drug candidates.
●	We<br> may be unable to commercialize our drug candidates
●	Our<br> success depends upon our ability to retain key executives and to attract, retain, and motivate qualified personnel and direction<br> and the loss of these persons could adversely affect our operations and results.
●	We<br> will need regulatory approvals to commercialize our products as drugs.
●	Our<br> competitive position depends on protection of our intellectual property.
●	The<br> market for our proposed products is rapidly changing and competitive, and new drugs and new treatments which may be developed by<br> others could impair our ability to maintain and grow our business and remain competitive.
●	We<br> may become involved in lawsuits to protect or enforce patents that may issue to us, that we may acquire, or may license in the future,<br> or other intellectual property, which could be expensive, time-consuming and ultimately unsuccessful.
●	As<br> a public company, we must implement additional and expensive finance and accounting systems, procedures and controls as we grow our<br> business and organization to satisfy new reporting requirements, which will increase our costs and require additional management<br> resources.

Although we believe that our expectations (including those on which our forward-looking statements are based) are reasonable, we cannot assure you that those expectations will prove to be correct. Should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described in our forward-looking statements as anticipated, believed, estimated, expected or intended.

Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or any other reason. All subsequent forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to herein. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Annual Report on Form 10-K and the documents incorporated by reference herein might not occur.

| ii |

| --- |

PART

I

Item1. Business.

GENERAL

ORGANIZATION AND BUSINESS

Bioxytran, Inc. (“we”, “us”, or 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. Hypoxia needs to be addressed quickly, otherwise it results in necrosis, which is the death of cells comprising body tissue. Necrosis cannot be reversed. Our lead drug candidate, code named BXT-25, is an oxygen-carrying small molecule consisting of bovine hemoglobin stabilized with a co-polymer with an intended application that includes the treatment of hypoxic conditions in the brain resulting from stroke. We believe that our approach is novel when applied to hypoxic conditions in humans. Our drug development efforts are guided by specialists who work on co-polymer chemistry and other disciplines. We intend to supplement our efforts with input from a scientific and medical advisory board whose members are leading physicians.

The Company was organized on June 9, 2008, as a Nevada corporation.

Our subsidiary, Pharmalectin Inc. (“Pharmalectin” or the “Subsidiary”), of which we currently have 51% ownership, is focused on the development, manufacturing and commercialization of therapeutic drugs designed to address viral diseases in humans. Pharmalectin has developed a novel method designed to reduce the viral load and modulate the immune system using a galectin inhibitor. Our lead drug candidate, named ProLectin-Rx, is a complex polysaccharide derived from pectin that binds to, and blocks the activity of, galectin-1, 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.

In the past, pectin has been used as a fibrosis drug and a cancer drug. It is currently being reformulated to treat viral infections. We believe that we have a novel approach in treating viral infections in humans. Our drug development efforts are guided by specialists on carbohydrate chemistry and other disciplines, and we intend to supplement our efforts with input from a scientific and medical advisory board whose members are leading physicians.

We plan to file a pre-investigational new drug application for ProLectin-Rx for the treatment of mild to moderate Covid-19 patients. However, we cannot provide any assurance that we will successfully initiate or complete those planned trials and be able to initiate any other clinical trials for ProLectin-Rx or any of our future drug candidates.

Pharmalectin was organized on October 5, 2017, as a Delaware corporation with its principal place of business in Needham, MA.

Our subsidiary, Pharmalectin (BVI), Inc. (“Pharmalectin (BVI)”) is the owner and custodian of the Company’s Copyrights, Trade Marks and Patents. Pharmalectin (BVI) was organized on March 17, 2021, as a British Virgin Islands (BVI) Business Corporation with its principal place of business in Road Town, BVI.

Our subsidiary, Pharmalectin India Pvt Ltd. (“Pharmalectin India”) is managing the Company’s local clinical research and trials, and holds the local commercialization rights. Pharmalectin India was organized on August 30, 2022, as an Indian Business Corporation with its principal place of business in Hyderabad, Telangana, India.

Company

Overview

---

We are a clinical stage pharmaceutical company founded on June 9, 2008, as America’s Driving Ranges, Inc.. On September 21, 2018, the Company was reorganized into Bioxytran through a reverse merger to focus on the development, manufacturing and commercialization of therapeutic drugs designed to address hypoxia in humans, which is a lack of oxygen in tissues. Our initial focus is the treatment of hypoxic conditions in the brain resulting from stroke and through our subsidiary, Pharmalectin in the treatment of viral diseases, notably Covid-19.

Currently, the Company’s lead pharmaceutical drug candidate is code named BXT-25 and is planned to be an oxygen-carrying small molecule consisting of bovine hemoglobin stabilized with a co-polymer. This modified hemoglobin will be designed to be an injectable intravenous drug and we plan to begin pre-clinical studies and apply to the Food and Drug Administration for approval to use BXT-25 to prevent necrosis, or cell death, by carrying oxygen to human tissue with blood flow to the brain. If we successfully complete Phase I testing with the FDA we plan to explore the use of additional drug candidates using chemical structures that are a sub-class of BXT-25 that share the same physical properties to treat wound healing due to hypoxia, cardiovascular ischemia, anemia, cancer conditions and trauma, subject to FDA approval. However, we will need to raise additional funds in excess of the $10,000,000 in order to expand the use of BXT-25.

| 1 |

| --- |

BXT-25 is a novel unproven technology. Although we have not conducted research applying our co-polymer technology and related chemistry to the treatment of hypoxic conditions, we know from Dr. Platt’s prior research that our technology enables the creation of molecules that are 5,000 times smaller than human red blood cells and we believe that our proprietary technology will enable these molecules to carry oxygen for delivery to tissue through the bloodstream. We also believe that the small size of these molecules will more effectively enable their delivery to hypoxic tissues which red blood cells cannot reach under the clinical conditions we intend to address. We may be unsuccessful in developing these technologies into drugs which the United States Food and Drug Administration (FDA) ultimately will approve.

Stroke

Stroke, also known as cerebrovascular accident (CVA), or brain attack, occurs when poor blood-flow to the brain results in necrosis and cell death. Strokes can be classified into two major categories: ischemic and hemorrhagic. Ischemic strokes are caused by interruption of the blood supply to the brain; hemorrhagic strokes result from the rupture of a blood vessel or an abnormal vascular structure. According to the Center for Disease Control, approximately 87% of all strokes are ischemic strokes. An ischemic stroke may be thrombotic, which occurs when diseased or damaged cerebral arteries become blocked by the formation of a blood clot within the brain, or embolic, which occurs when a clot formed originally somewhere in the body outside the brain - typically in the heart - travels in a cerebral artery. Whether thrombotic or embolic, an ischemic stroke restricts the flow of blood to the brain and results in near-immediate physical and neurological deficits.

According to the Center for Disease Control, there are about 795,000 new or recurrent cases of stroke in the United States each year, of which 610,000 are new cases and 185,000 recurrent cases. One hundred thirty thousand (130,000) Americans are killed by stroke each year, or one every four minutes. Stroke is a leading cause of serious long-term disability and costs the United States an estimated $34 Billion each year, according to the Center for Disease Control, a figure which includes the cost of health care services, medications to treat the stroke, and missed days of work.

Hemoglobin

and Complex Co-Polymer Science

---

Oxygen therapeutics describe generally a class of agents that will be administered intravenously to enhance the oxygen delivery capability of blood. These oxygen transporting agents may be perfluorocarbon (PFC) emulsions or modified hemoglobin solutions. Our technology involves the development of hemoglobin-based oxygen carriers. To produce BXT-25, we will take red blood cells (RBCs) from bovine sources, isolate hemoglobin from the RBCs and, by applying our proprietary co-polymer chemistry, stabilize and modify the hemoglobin. Our novel, complex co-polymer molecules can be produced at specific molecular weights and with other pharmaceutical properties for potential treatment of various hypoxic diseases, and in the production of BXT-25.

The BXT-25 co-polymer hemoglobin molecule will be designed to be 5,000 times smaller than an RBC, which we believe will enable that small molecule to reach hypoxic tissue more effectively than RBCs. BXT-25 will be designed to be administered as an injectable IV drug that will circulate in the blood collecting oxygen from the lungs and release the oxygen molecules where tissue has developed ischemia, or lack of oxygen. BXT-25 will be designed to have oxygen affinity that mimics RBCs, minimize adverse effects, and be compatible with all blood types. BXT will be designed to have a shelf life of two years at room temperature.

With regard to compatibility with all blood types, we believe that the differences between a BXT-25 molecule and a red blood cell will not be limited to differences in size. Surfaces of red blood cells include different antigens which determine the blood type as A, B, AB or O. We believe that BXT-25 will be found to be compatible with all blood types because it is a single, modified hemoglobin molecule stabilized with a co-polymer which, unlike a red blood cell, has neither antigens nor an Rh factor.

Certain

regulatory issues relating to our use of bovine hemoglobin as a raw material

---

Our products include the commercially-available raw material, bovine hemoglobin, that has been purified, chemically modified and cross-linked for stability. It is sourced from controlled herds of U.S. cattle raised for beef production. Those herds are subject to and meet the requirements of a herd management program that assures the origin, health, feed and quality of the cattle used as a raw material source. Our suppliers will contract to maintain traceable records on animal origin, health, feed and care as part of our effort to assure the use of known, healthy animals in compliance with applicable laws and regulations.

| 2 |

| --- |

Bovine whole blood will be collected in individual, pre-sanitized containers. The containers will be shipped to a separation facility. Prior to the collection of blood, the animals undergo live inspection. Then, following blood collection, the animal carcass undergoes U.S. Department of Agriculture (USDA) inspection for use as beef for human consumption. If an animal carcass is retained for further inspection for final disposition by the USDA veterinarian, we reject the corresponding container of whole blood. We have validated and tested the processes described below for removal of potential pathogens in our raw material. Potential pathogens include bacteria, viruses such as those leading to hepatitis and AIDS, and the transmissible spongiform encephalopathies that cause rare neurological disorders such as “mad cow disease” and its human equivalent. The validation of a process means that it has been tested and documented and that it performs adequately. Health and regulatory authorities have given guidance directed at three factors to control these diseases: source of animals, the nature of tissue used and manufacturing process. We will comply with, and believe we will exceed, all current guidelines regarding such risks for human pharmaceutical products.

There will be four major steps in the manufacture of BXT-25: (1) hemoglobin separation; (2) hemoglobin purification; (3) polymerization/size selection and (4) synthesizing with our co-polymer. More specifically, bovine blood will be collected in an aseptic fashion and processed to first remove plasma and then to remove at high concentration the hemoglobin protein from red blood cells. The hemoglobin will be purified of other red cell proteins by anion exchange chromatography. The purified hemoglobin will be stabilized by the addition of a cross-linking agent to form hemoglobin polymers. There is an additional sizing step to remove the higher hemoglobin molecules. The final step, co-polymer synthesis, will take place on the stabilized hemoglobin. The combination polymers will be filled with a solution suitable for infusion. The product will be run through sterilizing filters into sterile product bags.

Pharmalectin

---

The Subsidiary was organized on October 5, 2017, as a Delaware corporation under the name of Bioxytran “Bioxytran (DE)”. On April 29, 2021, the name was changed to Pharmalectin. Through the Subsidiary, we are not a party to any long-term agreement with any of our suppliers and, accordingly, we have our products manufactured on a purchase-order basis from one of two primary well-known and established pharmaceutical suppliers that meet FDA requirements. Due to an overwhelming amount of research on galectins, we do not plan on conducting any further research into new molecules. Instead, we intend to apply our knowledge of galectin science and drug development to create new therapies for the treatment of viruses.

Covid-19

---

We are currently working on an end-to-end solution for mild to severe cases of Covid-19 and treatment for organ damage caused by the virus or by commonly used treatment methods.

●	ProLectin-M,<br> a chewable polysaccharide tablet for mild to moderate cases of Covid-19.
●	ProLectin-I,<br> a polysaccharide IV treatment for more severe cases of Covid-19.
●	ProLectin-F,<br> a polysaccharide IV treatment of lung-fibrosis as a result of the use of ventilators used for treatment of Covid-19.
●	ProLectin-A,<br> a polysaccharide and Hemoglobin IV treatment of ARDS as a result of Covid-19.

Using our issued patents and proprietary technology, coupled with the scientific knowledge and expertise of Dr. David Platt, we intend to develop and manufacture ProLectin-M (oral) for treatment of mild cases and ProLectin-I (intravenous) for treatment of more severe cases of Covid-19. These treatments may also be used for the treatment of other types of viral infections, such as influenza.

A significant problem related to the Covid-19 pandemic is that an increasing number of patients are developing life-threatening complications, such as Acute Respiratory Distress Syndrome, ARDS, shock (i.e., a potentially fatal drop in blood pressure), kidney failure, acute cardiac injury and secondary bacterial infections. The underlying cause for these complications is often a cytokine storm that results in a massive, systemic inflammatory response, leading to the damage of vital organs such as the lungs, heart, and kidneys, and ultimately multiple organ failure and death in many cases. For this purpose, we are developing ProLectin-A that aims to deliver oxygen to damaged organs and, at the same time, fight infection.

The fourth drug in this series, ProLectin-F, is being developed to treat patients developing lung fibrosis as a result of the use of ventilator in Covid-19 treatment. Increasing evidence from experimental and clinical studies suggests that mechanical ventilation, which is necessary for life support in patients with acute respiratory distress syndrome, can cause lung fibrosis, which may significantly contribute to morbidity and mortality. A review of medical records of 22,350 admissions showed that the cost of treating patients who were put on a ventilator was four times higher than for those treated without a ventilator, and also that the death rate of pulmonary fibrosis patients who were put on a hospital ventilator was seven times higher than those treated without a ventilator.

---

Strategic

Objectives

It is our intention to develop the drug to the point whereby the Company would be in a position to license the drug to large pharmaceuticals capable of conducting clinical trials and managing the distribution of the product. The Company does not plan to create a sales and marketing staff to commercialize the pharmaceutical products it produces. The Company would be dependent on third parties such as licensees, collaborators, joint venture partners or independent distributors to market and sell those products.

| 3 |

| --- |

The FDC Act and other federal and state statutes and regulations govern the testing, manufacture, safety, effectiveness, labeling, storage, record keeping, approval, advertising and promotion of our products. As a result of these laws and regulations, product development and product approval processes are very expensive and time-consuming. Our goal is to advance our leading drug candidate, BXT-25, and our Subsidiary’s leading drug candidate, ProLectin-Rx, through regulatory submissions for Investigational New Drug (IND) status in the United States, is subject to expensive and time-consuming approval processes.

Management

Our management team and advisors include, most notably, our CEO and Chairman David Platt, Ph.D., who has played a leading role in the development of complex co-polymer therapeutics for a variety of applications to address a variety of unmet medical needs. Our CFO, Ola Soderquist, CPA, CMA, is a seasoned financial officer with more than 30 years of senior international entrepreneurial management experience within many industries, both in public and private companies. Our Chief Communications Officer (“CCO”), Mike Sheikh, is a US Air Force Academy graduate and a long-time Biotech Consultant with expertise in public and private biotech companies with disruptive technologies.

---

Dr. Platt, Mr. Sheikh and Mr. Soderquist are our only employees and each of them is committed on a full-time basis. David Platt and Ola Soderquist currently have a monthly salary of $35,000, and Mike Sheik a monthly salary of $26,215, along with a 25% 401(k) Safe Harbor coverage up to the federal limit, currently $66,000 per year plus potential catchup, currently $7,500, as well as reimbursement of a gold-level healthcare plan.

Our Executive Officers and Directors may also receive stock or stock options at the discretion of our Board of Directors according to approved the 2021 Stock Plan, or any subsequent Stock Plan.

Business

Development

BXT-25

Bioxytran intends to develop and, through third party contracts, manufacture oxygen therapeutics. Our oxygen therapeutics are a new class of pharmaceuticals that are designed to be administered intravenously to transport oxygen to the body’s tissues. Currently, there are four drug candidates to treat a stroke. Abciximab, from Eli Lilly, is a platelet aggregation antagonist. Clinical trials show little advantage over placebos and could lead to dangerous side effects, including more bleeding in patients. Cerovive, from AstraZeneca, is a Nitrone-based neuro protectant currently in phase III clinical trials which shows no significant benefit over placebos with respect to changes in neurological impairment as measured by the national institute of health stroke scale. Candesartan, from AstraZeneca, is an angiotensin receptor blocker which was used to control blood pressure. Its efficacy in stroke patients still must be proven. Ancod, from Knoll Pharmaceuticals, is an anti-coagulant that acts by breaking down the fibrinogen. It increases the risk of hemorrhage similar to those associated with tPA.

Using our proprietary technology, we will develop and manufacture BXT-25 and similar drugs for applications including treatment of stroke conditions. Bioxytran has an exclusive license for an FDA approved technology monitoring NADH (MDX Viewer), the control marker in the body’s conversion of Oxygen to Energy, or the energy generating chain. The technology provides a clinical end-point for measuring oxygen supply to the brain in real-time. MDX Viewer, developed by MDX LifeSciences, Inc., provides us with the potential to develop new molecules that could potentially address unmet medical needs in disease indications resulting from hypoxia. MDX LifeSciences has licensed a patent (TissueMetabolic Score for Patient Monitoring - US11832975B2) to Bioxytran for clinical monitoring of oxygen delivery through oxygen carriers. MDX Lifesciences is an Affiliate of the Company.

On April 19, 2023, the Company announced that its long awaited Acelluar Oxygen Carrier (“AOC”) BXT-25 had been successfully tested in animals. The initial results are very encouraging because they show the non-toxicity of the experimental drug, along with the corresponding full recovery in Swiss Albino mice, in an experiment carried out in a joint venture with NDPD Pharma, Inc. As a next step, the Company intends to proceed with a 14-day repeated dose toxicity study using New Zealand Rabbits and Wistar Rats as funding permits.

ProLectin

The Subsidiary is focusing on the development, manufacturing and commercialization of therapeutic drugs designed to address viral diseases in humans. The Company has developed a novel method designed to reduce the viral load and modulate the immune system using a galectin Antagonist.

Currently, the Subsidiary’s lead drug candidate is a glyco-virology platform technology named ProLectin, a complex galectin antagonist that binds to, and blocks the activity of galectin-3, a type of galectin. During viral infections galectins are upregulated and downregulated based on the type of virus.

| 4 |

| --- |

To our knowledge, Pharmalectin, Inc. is the only company planning to develop, what we believe is a viable, end-to-end solution for Covid-19. We are also the only company, to our knowledge, attempting to use a Galectin Antagonist to combat the virus, SARS-CoV-2. The technology is built on the life-time work by the founder of the Company, Dr. Platt, who discovered, and named, the Human Galectin-3 protein coded by a single gene, LGALS3, located on chromosome 14, and published in his groundbreaking article, Structure-Function Relationship of a Recombinant Human Galactoside-Binding Protein, Biochemistry 1993. Galectin Antagonists block the binding of galectins to carbohydrate structures, present in numerous diseases, reducing their capability to replicate. Over the years, Dr. Platt has used this knowledge to create a significant number of sustainable therapeutic solutions.

Using our issued patents and proprietary technology, we intend to develop and manufacture ProLectin-RX and similar drugs for applications including treatment of virological conditions. Our patent position consists of 2 parts: a patent a method for treating SARS-CoV-2 by administering an effective amount of complex polysaccharides to a subject issued in 2022 by the International Bureau of the Patent Cooperation Treaty (PCT) expiring in February 2041 (Polysaccharides for IV Administration that Treat Sars-Cov-2 Infections - WO2022099061A1) and assigned to us outright by Dr. Platt, as well as a provisional patent (Lectin-Binding Carbohydrates for Treating Viral Infections- WO2023178228A1). Dr. Platt did not receive any compensation from the Company in consideration of his assignment of the patent.

Pharmalectin, Inc. has an exclusive license issued by NDPD Pharma (Polysaccharides for Use in Treating Sars-Cov-2 Infections - WO2022099052A1) to Pharmalectin for use of treatment of SARS-CoV-2. NDPD Pharma is an Affiliate of the Company.

Further, Pharmalectin has received an international trademark for ProLectin (

WO0000001646681

).

The Company is capitalizing on 30 years of research in Galectins and recent peer reviewed articles on Galectins and Covid-19. Dr. Platt also has an impressive body of patents in this field which gives him an advantage with respect to filing new patents based on his prior art. We will rely on a combination of patent applications, patent, trade secrets, proprietary know-how and trademarks to protect our proprietary rights. We believe that to have a competitive advantage, we must develop and maintain the proprietary aspects of our technologies.

The results of the ProLectin-M trials are from our Proof-of-Concept trial approved by the IRB at Mazumdar Shaw Medical Center, Narayana Health in Bangalore, India and the IRB phase 2 study at ESIS Medical College and Hospital, Sanath Nagar, Hyderabad, India. The results of the trial are described in our four 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, a Galectin-3 Antagonist, Blocks SARS-CoV-2 Activity published in the International Journal of Health Sciences on June 30, 2022, 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 and An Oral Galectin Antagonist in COVID-19—A Phase II Randomized Controlled Trial published in the journal Virus on February 23, 2023.

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 trial is planned to start on in the first quarter of 2024, provided we obtain adequate funding.

On August 21, 2023, the Company’s IND #153742 under the title “PROTECT: ProLectin-M, a nucleocapsid TErminal GaleCTin antagonist for COVID-19 (PROTECT), a Randomized, Double-blinded Clinical Trial to Evaluate the Efficacy and Safety in Non-Hospitalized Adult Participants with COVID-19” was approved by the FDA, the trial is expected to start in the first quarter of 2024, provided we obtain adequate funding.

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

FDAApproval Process

In the United States, pharmaceutical products, including biologics like BXT-25, are subject to extensive regulation by the FDA. The FDC Act and other federal and state statutes and regulations, govern, among other things, the research, development, testing, manufacture, storage, recordkeeping, approval, labeling, promotion and marketing, distribution, post-approval monitoring and reporting, sampling, and import and export of pharmaceutical products. Failure to comply with applicable U.S. requirements may subject a company to a variety of administrative or judicial sanctions, such as FDA refusal to approve pending new drug applications, or NDAs, warning letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, civil penalties, and criminal prosecution.

| 5 |

| --- |

Pharmaceutical product development in the United States typically involves preclinical laboratory and animal tests, the submission to the FDA/EMA of an IND application, which must become effective before clinical testing may commence, and adequate and well-controlled clinical trials to establish the safety and effectiveness of the drug or biologic for each indication for which FDA/EMA approval is sought. Satisfaction of FDA/EMA pre-market approval requirements typically take many years (typically between 5-7 years post an IND submission) and the actual time required may vary substantially based upon the type, complexity and novelty of the product or disease.

Preclinical tests include laboratory evaluation as well as animal trials to assess the characteristics and potential pharmacology and toxicity of the product. The conduct of the preclinical tests must comply with federal regulations and requirements including good laboratory practices. The results of preclinical testing are submitted to the FDA as part of an IND along with other information, including information about product chemistry, manufacturing and controls, and a proposed clinical trial protocol. Long term preclinical tests, such as animal tests of reproductive toxicity and carcinogenicity, may continue after the IND is submitted.

A 30-day waiting period after the submission of each IND is required prior to the commencement of clinical testing in humans. If the FDA has not objected to the IND within this 30-day period, the clinical trial proposed in the IND may begin.

Clinical trials involve the administration of the investigational drug to healthy volunteers or patients under the supervision of a qualified investigator. Clinical trials must be conducted in compliance with federal regulations and good clinical practices, or GCP, as well as under protocols detailing the objectives of the trial, the parameters to be used in monitoring safety and the effectiveness criteria to be evaluated. Each protocol involving testing on U.S. patients and subsequent protocol amendments must be submitted to the FDA as part of the IND.

The FDA may order the temporary or permanent discontinuation of a clinical trial at any time or impose other sanctions if it believes that the clinical trial is not being conducted in accordance with FDA requirements or presents an unacceptable risk to the clinical trial patients. The clinical trial protocol and informed consent information for patients in clinical trials must also be submitted to an institutional review board, or IRB, for approval. An IRB may also require the clinical trial at the site to be halted, either temporarily or permanently, for failure to comply with the IRB’s requirements, or may impose other conditions.

Clinical trials to support New Drug Applications (NDAs) are typically conducted in three sequential Phases, but the Phases may overlap. In Phase 1, the initial introduction of the investigational drug candidate into healthy human subjects or patients, the investigational drug is tested to assess metabolism, pharmacokinetics, pharmacological actions, side effects associated with increasing doses and, if possible, early evidence on effectiveness. Phase 2 usually involves trials in a limited patient population, to determine the effectiveness of the investigational drug for a particular indication or indications, dosage tolerance and optimum dosage, and identify common adverse effects and safety risks. In the case of product candidates for severe or life-threatening diseases such as pneumonia, the initial human testing is often conducted in patients rather than in healthy volunteers.

If an investigational drug demonstrates evidence of effectiveness and an acceptable safety profile in Phase 2 evaluations, Phase 3 clinical trials are undertaken to obtain additional information about clinical efficacy and safety in a larger number of patients, typically at geographically dispersed clinical trial sites, to permit the FDA to evaluate the overall benefit-risk relationship of the investigational drug and to provide adequate information for its labeling.

After completion of the required clinical testing, an NDA, is prepared and submitted to the FDA. FDA approval of the marketing application is required before marketing of the product may begin in the United States. The marketing application must include the results of all preclinical, clinical and other testing and a compilation of data relating to the product’s pharmacology, chemistry, manufacture, and controls.

The FDA has 60 days from its receipt of an NDA to determine whether the application will be accepted for filing based on the agency’s threshold determination that it is sufficiently complete to permit substantive review. Once the submission is accepted for filing, the FDA begins an in-depth review. The FDA has agreed to certain performance goals in the review of marketing applications. Most such applications for non-priority drug products are reviewed within ten months. The review process may be extended by the FDA for three additional months to consider new information submitted during the review or clarification regarding information already provided in the submission. The FDA may also refer applications for novel drug products or drug products that present difficult questions of safety or efficacy to an advisory committee, typically a panel that includes clinicians and other experts, for review, evaluation and a recommendation as to whether the application should be approved. The FDA is not bound by the recommendation of an advisory committee, but it generally follows such recommendations. Before approving a marketing application, the FDA will typically inspect one or more clinical sites to assure compliance with GCP.

Additionally, the FDA will inspect the facility or the facilities at which the drug product is manufactured. The FDA will not approve the NDA unless compliance with cGMP is satisfactory and the marketing application contains data that provide substantial evidence that the product is safe and effective in the indication studied. Manufacturers of biologics also must comply with FDA’s general biological product standards.

| 6 |

| --- |

After the FDA evaluates the NDA and the manufacturing facilities, it issues an approval letter or a complete response letter. A complete response letter outlines the deficiencies in the submission and may require substantial additional testing or information in order for the FDA to reconsider the application. If and when those deficiencies have been addressed in a resubmission of the marketing application, the FDA will re-initiate review. If the FDA is satisfied that the deficiencies have been addressed, the agency will issue an approval letter. The FDA has committed to reviewing such resubmissions in two or six months depending on the type of information included. It is not unusual for the FDA to issue a complete response letter because it believes that the drug product is not safe enough or effective enough or because it does not believe that the data submitted are reliable or conclusive.

An approval letter authorizes commercial marketing of the drug product with specific prescribing information for specific indications. As a condition of approval of the marketing application, the FDA may require substantial post-approval testing and surveillance to monitor the drug product’s safety or efficacy and may impose other conditions, including labeling restrictions, which can materially affect the product’s potential market and profitability. Once granted, product approvals may be withdrawn if compliance with regulatory standards is not maintained or problems are identified following initial marketing.

Once an NDA is approved, a product will be subject to certain post-approval requirements. For instance, the FDA closely regulates the post-approval marketing and promotion of therapeutic products, including standards and regulations for direct-to-consumer advertising, off-label promotion, industry-sponsored scientific and educational activities and promotional activities involving the internet.

BXT-25

Currently, Bioxytran’s lead pharmaceutical drug candidate, code-name BXT-25, is an oxygen-carrying small molecule consisting of bovine hemoglobin stabilized with a co-polymer. This modified hemoglobin will be designed to be an injectable intravenous drug, and we plan to begin pre-clinical studies and apply to the Food and Drug Administration for approval to use BXT-25 to prevent necrosis, or cell death, by carrying oxygen to human tissue when blood flow to the brain.

The only FDA approved treatment for ischemic strokes is tissue plasminogen activator tPA, also known as IV rtPA, given through an IV in the arm. tPA works by dissolving the clot and improving blood flow to the part of the brain being deprived of blood flow. If administered within 3 hours and up to 4.5 hours in certain eligible patients, tPA may improve the chances of recovering from a stroke. Another treatment option is an endovascular procedure called mechanical thrombectomy in which a blood clot is removed by threading a wired-caged device called a stent retriever through an artery in the groin up to the blocked artery in the brain. The stent opens and grabs the clot, enabling the removal of the stent with the trapped clot.

Hypoxia is a condition in which cells lack sufficient oxygen supply to support metabolic function. The BXT-25 co-polymer hemoglobin molecule will be designed to contain an oxygen rechargeable iron which picks up oxygen in the lungs, is expected to be 5,000 times smaller than an RBC, and we believe can reach hypoxic tissue more effectively than RBCs. Products similar to BXT-25 are stable at room temperature and have no blood type matching requirement. We plan to introduce BXT-25 in clinical trials for hypoxic medical conditions as stroke.

For the production of BXT-25, we intend to utilize third party manufacturing facilities that we believe are fully compliant with Good Manufacturing Practices (GMP) only, as required by the regulatory authorities in Europe or the United States, in order to produce a sufficient quantity of BXT-25 for animal toxicity and pre-clinical trials for animals. We have not conducted any clinical trials on animals or humans to confirm the efficacy of, or filed any applications with the FDA with respect to, BXT-25. The Company has developed a proof-of-concept production line and successfully manufactured the initial batch for use in pre-clinical trials in the first quarter of 2023, provided we obtain adequate funding.

This product is being developed and as an early intervention in an out-of-hospital setting for the treatment of patients with ischemia of the brain resulting from a stroke or the blockage of the blood vessels to the brain. We plan to initially conduct pre-clinical trials and to seek approval of BXT-25 for the treatment of adults at early stages of stroke.

ProLectin-Rx

There is an unmet medical need in to find a therapeutic that reduces the mortality of Covid-19. There are no FDA approved treatments for Covid-19, only repurposed therapeutics. If given early enough in the disease, we believe that ProLectin-Rx can block viral entry and act as an antiviral by eliminating the virus from the blood stream after a couple of treatments. At a later stage in the disease pathology, ProLectin-Rx could potentially restore adaptive immune function to help eradicate the virus from the body. In severe Covid-19 patients, the drug could potentially reduce the trafficking of macrophages responsible for the cytokine storm and restore immune homeostasis.

| 7 |

| --- |

The cytokine storm is a severe immune reaction in which the body overproduces too many pro-inflammatory cytokines into the blood leading to a surge of more immune cells to the site of infection. This translates into an inflammatory cycle that is not easily brought back to homeostasis. Cytokines play an important role in normal immune responses, but having a large amount of them released in the body all at once can be harmful. A cytokine storm can occur as a result of an infection, autoimmune condition, or other disease. It may also occur after treatment with some types of immunotherapies. Signs and symptoms include high fever, inflammation (redness and swelling), and severe fatigue and nausea. Sometimes, a cytokine storm may be severe or life threatening and lead to acute respiratory distress syndrome (ARDS), and multiple organ failure.

For the production of ProLectin-Rx, we intend to utilize third party manufacturing facilities that are fully compliant with Good Manufacturing Practices (GMP) only, as required by the regulatory authorities in Europe or the United States, in order to produce a sufficient quantity of ProLectin-Rx for our upcoming human trials with the CDSCO in India and the FDA in USA. Prior to this, we have conducted clinical trials on animals and humans to confirm the non-toxicity and efficacy.

The oral product is being developed as a treatment for mild to moderate Covid-19 patients, while the intravenous drugs are developed for in moderate (Hospitalized patients) Covid-19 infections (ProLectin-I), Long Covid, and of treatment of lung-fibrosis (ProLectin-F).

European

Directorate for the Quality of Medicines Certification (EDQM)

Certification from the European Directorate for the Quality of Medicines (EDQM) is required for all new and approved human and veterinary medicinal products that are manufactured from materials taken from cattle and marketed in the European Union. As part of the certification process, we will be required to provide technical information on the manufacturing process, the origin of the raw material and type of tissue used, the cattle traceability, beginning at their country of birth, and auditing, and a risk analysis from an independent expert.

We intend to establish and implement clinical development programs that add value to our business in the shortest period of time possible and to seek strategic partners when a program becomes advanced and requires additional resources. We intend to continue focusing our expertise and resources to develop novel formulations, and to leverage development partnerships to apply our complex co-polymer chemistry designs in other medical indications. We may seek to enter into licensing, co-marketing, or co-development agreements across different geographic regions, in order to avail ourselves of the marketing expertise of one or more seasoned marketing and/or pharmaceutical companies. We plan to further develop new and proprietary drug candidates by using novel development pathways specific to each drug candidate.

A core part of our strategy relies upon creating safe and efficacious drug formulations that can be administered as standalone therapies or in combination with existing medications. We believe we utilize a novel approach that is expected to create drug formulations that can be combined with existing therapies and potentially deliver valuable products in areas of high unmet medical needs. We will assemble a scientific advisory board consisting of scientists with both academic and corporate research and development experience that will provide leadership and counsel in the scientific, technological and regulatory aspects of our current and future projects. In addition, we will assemble a medical advisory board consisting of leading physicians and key opinion leaders who have participated in relevant clinical studies and who will guide us through ongoing clinical trial programs. Our scientific and medical advisory boards consist of some of leading scientists, medical doctors and professionals in the co-polymer and ischemic brain injury field.

We believe that our drug development leadership team provides us with a significant competitive advantage in designing highly efficient clinical programs to deliver valuable products in areas of high unmet medical needs.

Project

Costs ProLectin-Rx

Pharmalectin is a single purpose entity aiming to develop pharmaceutical cures for Covid-19 (collectively referred to as “ProLectin-Rx”) and bring the drugs through FDA acceptance, and thereafter, license out the product(s). The total cost of the project is estimated to cost $40 million of which approximately $4 million has been raised so far.

As of December 31, 2022, Good Manufacturing Practice (GMP), pre-clinical and two clinical Phase I/II study have been completed for the initial drug, ProLectin-M, which is an oral formulation against mild to moderate symptoms of the disease and GMP has been completed for ProLectin-I, and -F.

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”. Subsequently, FDA approved an IND on August 24, for human trials in USA. The trials are expected to start the first quarter in 2024, provided we obtain adequate funding.

| 8 |

| --- |

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

In addition to the approximately $3.6 million currently invested in the project, we believe we will be required to spend an additional $0.2 million for submission of Investigational New Drug application (IND), approximately $2.5 million in Phase I/II (dosage and pharmacokinetics) and Phase III clinical trials and approximately $1 million for General and Administrative and general working capital purposes. Further, we will be required to spend an additional $2.6 million in order to submit an IND with the FDA for ProLectin-M, -I and, as well as a proof of concept for ProLectin-F.

An additional spending in the range of $8 to 10 million will be required in order to complete the Phase IIb/III testing with the FDA and EMA of the ProLectin-I and -F.

ProLectin-A

---

In order to develop ProLectin-A, the Company will need an additional $10 million, approximately $3.15 million of proceeds will be used for preparation for scale up and manufacturing (Good Laboratory Practice (GLP) Good Manufacturing Practices (GMP)), approximately $1.5 million will be used for toxicity testing in animals for Investigational New Drug application (IND), approximately $3.5 million for Phase I (safety) and Phase II (proof of concept) clinical trials. We expect that obtaining a CE from the European Directorate for the Quality of Medicines will require an additional $0.5 million in funds. G&A is expected to be $1.35 million.

BXT-25

---

In order to start the development BXT-25, the Company will need an additional $10 million. Approximately $3.15 million of proceeds will be required for preparation for scale up and manufacturing (Good Laboratory Practice (GLP) Good Manufacturing Practices (GMP)), approximately $1.5 million will be required for toxicity testing in animals for Investigational New Drug application (IND) and approximately $3.5 million for Phase I (safety) and Phase II (proof of concept) clinical trials. We expect that obtaining a CE from the European Directorate for the Quality of Medicines will require an additional $0.5 million in funds. G&A is expected to be $1.35 million.

In aggregate, we believe we will require an additional $30-35 million in order to complete the II/a trials with the FDA for ProLectin-A and BXT-25 and the Phase II/b/III trials for ProLectin-I and -F. There are no guarantees the Company will be able to obtain additional capital funder, whether through debt and/or equity financing, or will be able to raise funds on terms acceptable to the Company.

Market

Opportunity

Stroke

Our injectable drug candidate, BXT-25, will potentially compete with existing therapies for the treatment for stroke, hypoxia and anti-necrosis that according to Global Industry Analysts, Inc. has a global market opportunity of $50 billion. Hypoxia is a condition in which cells lack sufficient oxygen supply to support metabolic function. The standard therapy for acute anemia resulting from blood loss is infusion of red blood cells mainly from supplies of donated blood. For prophylactic or long-term treatment of anticipated or chronic anemia, medications that stimulate the creation of new red blood cells are frequently used.

Presently, the standard therapy for reversing hypoxia is blood infusion, RBCs or hyperbaric oxygen. Hyperbaric medicine or hyperbaric oxygen therapy (HBOT) is a medical term for using oxygen at a level higher than atmospheric pressure. The HBOT treatment can only be done at a medical facility and each session can cost from $1,000 to more than $3,000. For decades, oxygen carriers have been developed for perfusion and oxygenation of ischemic tissue; none have yet succeeded in becoming a proven oxygen therapeutics for stroke and wound healing. These products were either blood-derived elements, synthetic perfluorocarbons, or red blood cell modifiers.

---

Covid-19

There is an unmet medical need to find a therapeutic that reduces the mortality of Covid-19. There are no FDA approved treatments for Covid-19; only repurposed therapeutics. If given early enough in the disease we believe that ProLectin-Rx will block viral entry and act as an antiviral by eliminating the virus from the blood stream after a couple of treatments. At a later stage in the disease pathology, ProLectin-Rx could restore adaptive immune function to help eradicate the virus from the body. In severe Covid-19 patients the drug could reduce the trafficking of macrophages responsible for the cytokine storm and restore immune homeostasis.

| 9 |

| --- |

---

Key

Strengths

We believe that our key differentiating elements include:

●	Focus on novel therapeutic opportunities provided by co-polymer: We are focused on development<br> of co-polymer compounds to stabilize the modified hemoglobin molecule. The Co-polymer method<br> of chemical stabilization has not received as much scientific attention as nucleic acids<br> and proteins, but the Company believes that it is a viable alternative to these other materials.
Notable advantages compared with other drugs are:
---	---	---
	-	No refrigeration or special storage
	-	Low manufacturing cost
	-	Non, or low toxicity
	-	No major adverse effects
	-	Can enhance other drugs by reducing toxicity and increasing precision
	-	High scalability, ample availability of material and quick set-up
	-	High effectiveness
	-	Almost instant results, from minutes to a few days depending on indication
	-	First in line treatment
●	Experienced management
---	---	---	---
		○	Our<br> President, Chief Executive Officer and Chairman, David Platt, Ph.D., is a chemical engineer, a pioneer in designing drugs made from<br> co-polymers, and has more than 30 years of experience in the development of therapeutic drugs. We are the fourth biotechnology company<br> founded by Dr. Platt. The prior company is Boston Therapeutics Inc. (OTC: BTHE). The first two are International Gene Group, which<br> later became Prospect Therapeutics, and is now known as La Jolla Pharmaceuticals (Nasdaq: LJPC), and Pro-Pharmaceuticals (now Galectin<br> Therapeutics) (Nasdaq: GALT). Their core technologies were either developed or co-developed by Dr. Platt.
		○	Our<br> CFO Ola Soderquist has more than 30 years of senior international entrepreneurial management experience within technology companies.<br> Ola’s managerial experience portfolio includes Start-ups, Private, Public, Venture Capital and Private Equity ownership. He<br> has served in CFO and other managerial capacities in multiple industry sectors and companies. Ola is a multi-lingual senior finance<br> professional poised to work globally and cross-functionally, particularly with complex projects involving change management, business<br> integration, systems implementation, continuous improvement, and process excellence. He obtained a BS and an MS in Accounting from<br> Stockholm School of Economics and an MBA from Babson College.
		○	Our<br> CCO Mike Sheikh, is a US Air Force Academy graduate and pilot. He has a Bachelor of Science in Economics and flew KC-135 tankers<br> and worked as a budget Officer in the comptroller’s squadron. He worked for Dean Witter and National Securities as a broker<br> and eventually research analyst. After the brokerage industry, he was a business development officer for a variety of specialty finance<br> companies that did factoring and purchase order financing. He is a long-time Biotech Consultant expert for public or private biotech<br> companies with disruptive technologies. Mr. Sheikh is the founder of Falcon Strategic Research, which focuses on small-cap and micro-cap<br> companies that are not covered by traditional analysts on Wall Street. He is also the founder of an Investor Relations Firm.
		○	We<br> have assembled a scientific and medical advisory board consisting of leading physicians and key opinion leaders who have participated<br> in relevant clinical studies and who will guide us through ongoing clinical trial programs. Our scientific and medical advisory boards<br> consist of some of the leading scientists, medical doctors and professionals in the ischemia or hypoxia fields.
●	Products are differentiated and address significant unmet needs: Our lead product candidates, BXT-25, ProLectin-Rx, and any additional<br> products, will be designed to address significant unmet medical needs. Oxygen therapy management, including stroke, other hypoxia<br> management and treatment of diseases and medical conditions associate with hypoxia, remain a critical area of unmet need. Increasingly,<br> patients, physicians and the media are highlighting the deficiencies of current oxygen therapy related therapies and the growing<br> population of individuals adversely affected by ischemia, unhealed wounds, or traumatic brain injury.
●	Efficient development strategy: We believe that our regulatory development pathway is a standard generic pathway approval for a drug.

| 10 |

| --- |

---

Corporate

Information

We are a clinical stage pharmaceutical company founded on June 9, 2008, as America’s Driving Ranges, Inc. On September 21, 2018, the Company was reorganized into Bioxytran through a reverse merger to focus on the development, manufacturing and commercialization of therapeutic drugs designed to address hypoxia in humans, which is a lack of oxygen in tissues.

Our principal executive offices are located at 75 2^nd^ Ave., Suite 605, Needham, MA 02494.

---

Smaller

Reporting Company Status

The Company meets the smaller reporting company requirements. The Company will report its results in this Annual Report on Form 10-K in accordance with the smaller reporting company requirements and in its reports filed with the SEC.

---

Item1A. Risks Factors.

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

---

Item1B. Unresolved Staff Comments.

The Company presently does not have unresolved staff comments.

---

Item1C. Cybersecurity Risk Management, Strategy, and Governance.

---

Risk

management and strategy

Bioxytran recognizes the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.

ManagingMaterial Risks & Integrated Overall Risk Management

Bioxytran has strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. Our risk management team works to continuously evaluate and address cybersecurity risks in alignment with our business objectives and operational needs.

EngageThird-parties on Risk Management

Recognizing the complexity and evolving nature of cybersecurity threats, Bioxytran engages external experts, including cybersecurity assessors and auditors in evaluating and testing our risk management systems. These partnerships enable us to leverage specialized knowledge and insights, ensuring our cybersecurity strategies and processes remain at the forefront of industry best practices. Our collaboration with these third-parties includes regular audits, threat assessments, and consultation on security enhancements.

OverseeThird-party Risk

Because we are aware of the risks associated with third-party service providers, Bioxytran implements stringent processes to oversee and manage these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. The monitoring includes quarterly assessments by our Chief Financial Officer (“CFO”). This approach is designed to mitigate risks related to data breaches or other security incidents originating from third-parties.

Risksfrom Cybersecurity Threats

We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.

Governance

---

The Board of Directors is acutely aware of the critical nature of managing risks associated with cybersecurity threats. The Board has established robust oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats because we recognize the significance of these threats to our operational integrity and stakeholder confidence,

| 11 |

| --- |

Boardof Directors Oversight

The Audit Committee is central to the Board’s oversight of cybersecurity risks and bears the primary responsibility for this domain. The Audit Committee is composed of board members with diverse expertise including, risk management, technology, and finance, equipping them to oversee cybersecurity risks effectively.

Management’sRole Managing Risk

The CFO play a pivotal role in informing the Audit Committee on cybersecurity risks. He provides comprehensive briefings to the Audit Committee on a regular basis, with a minimum frequency of once per year. These briefings encompass a broad range of topics, including:

●	Current<br> cybersecurity landscape and emerging threats;
●	Status<br> of ongoing cybersecurity initiatives and strategies;
●	Incident<br> reports and learnings from any cybersecurity events; and
●	Compliance<br> with regulatory requirements and industry standards.

In addition to our scheduled meetings, the Audit Committee and CFO maintain an ongoing dialogue regarding emerging or potential cybersecurity risks. Together, they receive updates on any significant developments in the cybersecurity domain, ensuring the Board’s oversight is proactive and responsive. The Audit Committee actively participates in strategic decisions related to cybersecurity, offering guidance and approval for major initiatives. This involvement ensures that cybersecurity considerations are integrated into the broader strategic objectives of Bioxytran. The Audit Committee conducts an annual review of the company’s cybersecurity posture and the effectiveness of its risk management strategies. This review helps in identifying areas for improvement and ensuring the alignment of cybersecurity efforts with the overall risk management framework.

RiskManagement Personnel

Primary responsibility for assessing, monitoring and managing our cybersecurity risks rests with the CFO, Mr. Ola Soderquist. Although, not ideal Mr. Soderquist brings a certain expertise to his role through his earlier career while working within companies providing cybersecurity. His in-depth knowledge is instrumental in developing and executing our cybersecurity strategies. Our CFO oversees our governance programs, tests our compliance with standards, remediates known risks, and leads our employee training program.

MonitorCybersecurity Incidents

The CFO is continually informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques. This ongoing knowledge acquisition is crucial for the effective prevention, detection, mitigation, and remediation of cybersecurity incidents. The CFO implements and oversees processes for the regular monitoring of our information systems. This includes the deployment of advanced security measures and regular system audits to identify potential vulnerabilities. In the event of a cybersecurity incident, the CFO is equipped with a well-defined incident response plan. This plan includes immediate actions to mitigate the impact and long-term strategies for remediation and prevention of future incidents.

Reportingto Board of Directors

The CFO, in his capacity, regularly informs the Chief Executive Officer (CEO) of all aspects related to cybersecurity risks and incidents. This ensures that the highest levels of management are kept abreast of the cybersecurity posture and potential risks facing Bioxytran. Furthermore, significant cybersecurity matters, and strategic risk management decisions are escalated to the Board of Directors, ensuring that they have comprehensive oversight and can provide guidance on critical cybersecurity issues.

---

Item2. Properties.

We do not currently own any real property. We lease access to shared office space at 75 2^nd^ Ave., Suite 605, Needham, MA 02494 on a month-to-month basis for $163 per month. We are also leasing a shared office space in Bangalore, India on a month-to-month basis for $72 per month, and storage unit in Tel-Aviv, Israel on a month-to-month basis for $620 per month. We believe these facilities are adequate for our current needs.

Item3. Legal Proceedings.

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

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

Item4. Mine Safety Disclosures.

Not applicable.

| 12 |

| --- |

PART

II

Item5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our Common Stock is quoted under the symbol “BIXT” on the OTCQB tier expert market operated by OTC Markets Group, Inc. Only a limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder may be unable to resell his securities in our company.

The following tables set forth the range of high and low bid prices for our Common Stock for the each of the periods indicated as reported by the OTC Markets. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Quarter<br> Ended	High		Low
December 31, 2023	$	0.19	$	0.10
September 30, 2023		0.32		0.12
June 30, 2023		0.51		0.16
March 31, 2023		0.53		0.43
Quarter<br> Ended	High		Low
---	---	---	---	---
December 31, 2022		0.60		0.36
September 30, 2022		1.25		0.28
June 30, 2022		0.50		0.15
March 31, 2022	$	0.67	$	0.10

On March 22, 2024, the last reported sale price of our Common Stock as reported on the OTCQB Information tier was $0.115 per share.

Our Common Shares are issued in registered form. The registrar and transfer agent for our shares is:

Action Stock Transfer, LLC

2469 E. Fort Union Blvd, Suite 214

Salt Lake City, UT 84121

Phone: 801-274-1088

Fax: 801-274-1099

Penny

Stock

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our Common Stock. Therefore, stockholders may have difficulty selling our securities.

| 13 |

| --- |

Holders

of Common Stock

As at the date of this Annual Report on Form 10-K, we have approximately 440 holders of record at our transfer agent (TA), Securities Transfer Corporation, and 1,640 holders in street names, based on the Depository Trust Company (DTC) shareholder reports obtained through Broadridge, totaling an estimated 2,080 holders of Common Stock.

Dividends

There have been no cash dividends declared on our Common Stock since our company was formed. Dividends are declared at the sole discretion of our Board of Directors. Our intention is not to declare cash dividends, but to retain all cash for our operations.

Equity

Compensation Plan Information

SecuritiesAuthorized for Issuance under Equity Compensation Plans

On January 19, 2021, the Company established a 2021 Employee, Director and Consultant Stock Plan (the “2021 Plan”). The 2021 Plan was approved by the Company’s Board of Directors and by the consent of the shareholders owning a majority of the outstanding shares. The material features of the 2021 Plan are described below.

Administration

A designated Administrator, or in the absence of such, our Board of Directors’ Compensation Committee or both, in the sole discretion of our Board, administers the 2021 Plan, which was approved by the Company’s Board of Directors on January 19, 2021. The Board, subject to the provisions of the 2021 Plan, has the authority to determine and designate Officers, employees, Directors and consultants to whom awards shall be made and the terms, conditions and restrictions applicable to each award (including, but not limited to, the option price, any restriction or limitation, any vesting schedule or acceleration thereof, and any forfeiture restrictions). The Board may, in its sole discretion, accelerate the vesting of awards. The Board of Directors must approve all grants of Options and Stock Awards issued to our Officers or Directors.

Typesof Awards

The 2021 Plan is designed to enable us to offer certain Officers, employees, Directors and consultants of us and our subsidiaries equity interests in us and other incentive awards in order to attract, retain and reward such individuals and to strengthen the mutuality of interests between such individuals and our stockholders. In furtherance of this purpose, the 2021 Plan contains provisions for granting incentive and non-statutory stock options, stock wards and stock appreciation rights.

StockOptions. A “stock option” is a contractual right to purchase a number of shares of Common Stock at a price determined on the date the option is granted. The option price per share of Common Stock purchasable upon exercise of a stock option and the time or times at which such options shall be exercisable shall be determined by the Board at the time of grant. Such option price shall not be less than 110% of the fair market value of the Common Stock on the date of grant. The option price must be paid in cash, money order, check or Common Stock of the Company. The Options may also contain at the time of grant, at the discretion of the Board, certain other cashless exercise provisions.

Options shall be exercisable at the times and subject to the conditions determined by the Board at the date of grant, but no option may be exercisable more than ten years after the date it is granted. If the Optionee ceases to be an employee of our company for any reason other than death, any option granted as an Incentive Stock Option exercisable on the date of the termination of employment may be exercised for a period of thirty days or until the expiration of the stated term of the option, whichever period is shorter. In the event of the Optionee’s death, any granted Incentive Stock Option exercisable at the date of death may be exercised by the legal heirs of the Optionee from the date of death until the expiration of the stated term of the option or six months from the date of death, whichever event first occurs. In the event of disability of the Optionee, any granted Incentive Stock Options shall expire on the stated date that the Option would otherwise have expired or 12 months from the date of disability, whichever event first occurs. The termination and other provisions of a non-statutory stock option shall be fixed by the Board of Directors at the date of grant of each respective option.

CommonStock Award. “Common Stock Award” is shares of Common Stock that will be issued to a recipient at the end of a restriction period, if any, specified by the Board if he or she continues to be an employee, Director or consultant of us. If the recipient remains an employee, Director or consultant at the end of the restriction period, the applicable restrictions will lapse and we will issue a stock certificate representing such shares of Common Stock to the participant. If the recipient ceases to be an employee, Director or consultant of us for any reason (including death, disability or retirement) before the end of the restriction period unless otherwise determined by the Board, the restricted stock award will be terminated.

| 14 |

| --- |

Eligibility

The Company’s Officers, employees, Directors and consultants of Bioxytran, Inc. are eligible to be granted stock options, and Common Stock Awards. Eligibility shall be determined by the Board; however, all Options and Stock Awards granted to Officers and Directors must be approved by the Board.

Terminationor Amendment of the 2021 Plan

The Board may at any time amend, discontinue, or terminate all or any part of the 2021 Plan, provided, however, that unless otherwise required by law, the rights of a participant may not be impaired without his or her consent, and provided that we will seek the approval of our stockholders for any amendment if such approval is necessary to comply with any applicable federal or state securities laws or rules or regulations.

Awards

In 2023, there was in total 997,978 shares awarded and issued from the 2021 Stock Plans. In 2022, there was in total 634,000 shares awarded and issued from the 2021 Stock Plan. See Note 9 in the financial statements for more details.

SharesSubject to the 2021 Plan

Subject to adjustment, the aggregate number of shares of Stock which may be delivered under the 2021 Plan shall not exceed a number equal to 15% of the total number of shares of Stock outstanding immediately following the Effective Time, assuming for this purpose the conversion into Stock of all outstanding securities that are convertible by their terms (directly or indirectly) into Stock**;** provided, however, that, as of January 1 of each calendar year, commencing with the year 2021, the maximum number of shares of Stock which may be delivered under the 2021 Plan shall automatically increase by a number sufficient to cause the number of shares of Stock covered by the 2021 Plan to equal 15% of the total number of shares of Stock then outstanding, assuming for this purpose the conversion into Stock of all outstanding securities that are convertible by their terms (directly or indirectly) into Stock**.**

On December 31, 2023 there are an additional 17,920,314 shares or stock options available to be issued from the 2021 Plan. On December 31, 2022 there were 18,729,292 shares or stock options available to be issued from the 2021 Plan.

FederalTax Consequences

The Federal income tax discussion set forth below is intended for general information only. State and local income tax consequences are not discussed, and may vary from locality to locality.

IncentiveStock Options. Incentive stock options granted under the 2021 Plan are designed to qualify for the special tax treatment for incentive stock options provided for in the Internal Revenue Code (the “Code”). Under the provisions of the Code, an optionee who at all times from the date of grant until three months before the date of exercise is an employee of the Company, and who holds the shares of Common Stock obtained upon exercise of his incentive stock option for two years after the date of grant and one year after exercise, will recognize no taxable income on either the grant or exercise of such option and will recognize capital gain or loss on the sale of the shares. If such shares are held by the optionee for the required holding period, the Company will not be entitled to any tax deduction with respect to the grant or exercise of the option. If such shares are sold by the optionee prior to the expiration of the holding periods described above, the optionee will recognize ordinary income upon such disposition. Upon the exercise of an incentive stock option, the optionee will incur an item of tax preference equal to the excess of the fair market value of the shares at the time of exercise over the exercise price, which may subject the optionee to the alternative minimum tax.

Non-QualifiedOptions. Under present Treasury regulations, an optionee who is granted a non-qualified option will not realize taxable income at the time the option is granted. In general, an optionee will be subject to tax for the year of exercise on an amount of ordinary income equal to the excess of the fair market value of the shares on the date of exercise over the option price, and the Company will receive a corresponding deduction. Income tax withholding requirements apply upon exercise. The optionee’s basis in the shares so acquired will be equal to the option price plus the amount of ordinary income upon which he is taxed. Upon subsequent disposition of the shares, the optionee will realize capital gain or loss, long-term or short-term, depending upon the length of time the shares are held after the option is exercised.

| 15 |

| --- |

CommonStock Awards. Recipients of shares of restricted Common Stock that are not “transferable” and are subject to “substantial risk of forfeiture” at the time of grant will not be subject to Federal income taxes until lapse or release of the restrictions on the shares. The recipient’s income and the Company’s deduction will be equal to the fair market value of the shares on the date of lapse or release of such restrictions. It has been the Company’s policy to value the cost of the issuance of said unregistered shares at the then bid price of the stock when issued.

The issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

Recent

Sales of Unregistered Securities; Use of Proceeds from Registered Securities

On<br> August 15, 2022, the Company issued 1,400,000 shares of Common Stock in a private placement for an amount of $600,000.
On<br> November 28, 2022, the Company issued 156,250 shares of Common Stock in a private placement for an amount of $50,000.
On<br> December 29, 2022, the Company issued 93,750 shares of Common Stock in a private placement for an amount of $30,000.
On<br> February 10, 2023, the Company issued 156,250 shares of Common Stock in a private placement for an amount of $50,000.
On<br> April 14, 2023, the Company issued 137,656 shares of Common Stock in exchange for invoices in the amount of $44,050.
On<br> May 12, 2023, the Company issued 114,286 shares of Common Stock in a private placement for the amount of $40,000.
On<br> July 24, 2023, the Company issued 500,000 shares of Common Stock in a private placement for the amount of $100,000.
On<br> August 21, 2023, the Company issued 1,600,000 shares of Common Stock in exchange for invoices in the amount of $145,000.
On<br> August 25, 2023, the Company issued 505,186 shares of Common Stock in a private placement for the amount of $68,200.
On<br> September 19, 2023, the Company issued 200,000 shares of Common Stock in a private placement for the amount of $27,000.
On<br> September 19, 2023, the Company issued 370,370 shares of Common Stock in a private placement for the amount of $50,000.
On<br> January 17, 2024, the Company issued 333,333 shares of Common Stock in a private placement for the amount of $45,000.
On<br> January 18, 2024, the Company issued 3,703,704 shares of Common Stock in exchange for invoices in the amount of $500,000.

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.

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

Purchase

of Equity Securities by the Issuer and Affiliated Purchasers

On<br> April 14, 2023, the Company issued 6,763,562 shares of Common Stock to offset an affiliate against invoices paid on behalf of the<br> Company and accrued salaries to our Officers, for a total value of $2,164,340.
On<br> September 14, 2023, the Company issued 5,824,741 shares of Common Stock to offset an affiliate against invoices paid on behalf of<br> the Company and accrued salaries to our Officers, for a total value of $786,340.
On<br> January 18, 2024, the Company issued 3,599,289 shares of Common Stock to offset an affiliate against invoices paid on behalf of the<br> Company and accrued salaries to our Officers, for a total value of value of $485,904.

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.

We did not purchase any of our shares of Common Stock or other securities during our fiscal year ended December 31, 2022.

---

NoteFinancing

A summary of the outstanding convertible notes at March 22, 2024, are as follows:

Debtor	Date<br> of Issuance		Principal<br> Amount		Interest<br> Rate			Accrued<br> Interest		Total<br> Amount		Maturity<br> Date
Private Placement, 2021 Note		5/3/2021		800,000		10	%		84,006		884,006	4/30/2024
Private Placement, 2024<br> Note		3/15/2024		61,500		8	%		471		61,971	3/31/2025
Total Notes Due			$	861,500				$	84,477	$	945,977

| 16 |

| --- |

---

NoteHolders

Around April 29, 2021, we entered into four (4) Securities Purchase Agreements, or “the 2021 SPA’s”, under which we agreed to sell convertible promissory notes, “the Notes”, in an aggregate principal amount of $2,165,000; $1,000,000 at 6% interest and $1,165,000 at 10% interest to the debtors, as shown in the table above. A note of $65,000 was converted on May 17, 2023, and a note of $100,000 was converted on June 28, 2023. An additional $100,000 was drawn from a $1,000,000 note was drawn on August 30, 2023. Further, a note of $1,000,000 was converted on January 22, 2024, and on March 20, 2024, the Company issued 906,618 shares of Common Stock against a principal of $100,000 from the remaining 2021 Note.

At any time after the issue date of the Notes, the holders of the Notes, (“the 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” will be the lesser of (i) $0.13 per share or (ii) if the market price at the date of conversion is below $0.13, the conversion price will be reduced with 120% of the price difference.

On March 15, 2024, we entered into a Securities Purchase Agreements, or “the 2024 SPA”, under which we agreed to sell convertible promissory notes, “the 2024 Note”, in a principal amount of $61,500 at 8% interest with a maturity date of March 15, 2025.

At any time after the issue date of the Notes, the holders of the Notes, 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 a conversion price of $0.13 per share.

If the Notes are converted prior to us paying off such Note, it would lead to substantial dilution to our Shareholders as a result of the conversion discounted for the Notes. There can be no assurance that there will be any funds available to pay of the Notes, or if available, on terms that will be acceptable to us or our Shareholders. If we fail to obtain such additional financing on a timely basis, the Holders may convert the 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.

As at March 22, 2023, the principal amount of debt to the Holders of the Notes are $961,500 and the interest mounts to $84,477. The interest mounts to $233/day.

RecentConversions of Notes and Warrants

On<br> August 31, 2022, 39 notes with a principal of $1,467,000 and $53,371in interest were converted into 6,081,484 shares of Common Stock.
On<br> September 8, 2022, the Company issued 4,139,503 shares of Common Stock against four outstanding warrants with provision for dilutive<br> issuance and cashless exercise.
On<br> May 17, 2023, a note with a principal of $65,000 and $2,879 in interest was converted into 533,138 shares of Common Stock.
On<br> June 28, 2023, a note with a principal of $100,000 and $4,428 in interest was converted into 803,292 shares of Common Stock.
On<br> August 30, 2023, a note with a principal of $100,000 and $44,282 in interest was converted into 1,109,861 shares of Common Stock.
On<br> January 22, 2024, a note with a principal of $1,000,000 and $163,562 in interest was converted into 8,950,474 shares of Common Stock.
On<br> January 22, 2024, the Company issued 3,599,289 shares of Common Stock against an outstanding warrant with provisions for dilutive<br> issuance and cashless exercise.
On March 20, 2024, the Company issued 906,618 shares of Common Stock against<br>a principal of $100,000 from the remaining 2021 Note.

The shares were registered as subject to Rule 144 and the notes were included in an S/1 issued on June 24, 2021.

Item6. [Reserved]

Item7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 three million seven hundred thousand Dollars ($3,700,000), we will have sufficient working capital to develop our business over the next approximately fifteen (15) months. At funding raised that is significantly less than $3,700,000, we can likely continue to develop our business over the same 15-month period, but funding at that level will delay the development of our technology and business.

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

| 17 |

| --- |

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 trial is planned to start on, or around, October 1, 2023.

On August 21, 2023, the Company’s IND #153742 under the title “PROTECT: ProLectin-M, a nucleocapsid TErminal GaleCTin antagonist for COVID-19 (PROTECT), a Randomized, Double-blinded Clinical Trial to Evaluate the Efficacy and Safety in Non-Hospitalized Adult Participants with COVID-19” was approved by the FDA, the trial is expected to start in the first quarter of 2024, provided we obtain adequate funding.

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

On April 19, 2023, the Company announced that its Acelluar Oxygen Carrier (“AOC”) BXT-25 has been successfully tested in animals. The initial results are very encouraging because they show the non-toxicity of the experimental drug, along with the corresponding full recovery in Swiss Albino mice, in an experiment carried out in a joint venture with NDPD Pharma, Inc. As a next step, the Company intends to proceed with a 14-day repeated dose toxicity study using New Zealand Rabbits and Wistar Rats as funding permits.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited resources and operating history. The Company currently has convertible loans outstanding at a total face value of one million nine hundred thousand Dollars ($1,900,000). As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit of thirteen million four hundred thirteen thousand nine hundred one dollars ($13,413,901) as at June 30, 2023. The accumulated deficit as at December 31, 2022, was eleven million two hundred seventeen thousand six hundred Dollars ($11,217,600).

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

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

RESULTS

OF OPERATIONS

We are a clinical stage company. Historically, Bioxytran was engaged in formation, fund raising and identifying and consulting with the scientific community regarding the development, formulation and testing of its products. We are actively engaged in research and development activities through our Subsidiary, Pharmalectin, Inc., developing the ProLectin-Rx.

Researchand Development

---

	December<br>31,<br><br> <br>2023		December 31,<br><br> <br>2022
Research and development:
Process development	$	275,439	$	—
Product development		519,938		123,580
Regulatory		139,082		231,078
Clinical trials		206,750		583,750
Project<br> management		8,000		39,360
Total research and development	$	1,149,209	$	977,768
During<br> the twelve months ended December 31, 2023, the Company recorded $1,149,209 in R&D expenses. During the twelve months ended December<br> 31, 2022, the Company recorded $977,768.
---

| 18 |

| --- |

---

Generaland Administrative

	December 31,<br><br> <br>2023		December 31,<br><br> <br>2022
General and administrative<br> expenses:
Payroll and<br> related expenses	$	1,519,112	$	343,167
Costs for legal, accounting<br> and other professional services		145,831		78,925
Costs for legal, accounting<br> and other professional services related party		10,000		44,220
Marketing expense		595,449		339,251
Miscellaneous<br> expenses		202,996		172,399
Total general and administrative	$	2,473,386	$	977,962
The<br> significant increase in Payroll and related expenses for the twelve months ended December 31, 2023, were due to the Company’s<br> Officers forfeiting of accrued salaries and benefits for a total value of $1,273,000 during 2022.
---
The<br> Costs for legal, accounting and other professional services for the twelve months ended December 31, 2023, increased due to<br> a periodization of audit and tax preparation fees in 2022.
The<br> Costs for legal, accounting and other professional services related party for two License Agreements with two affiliated companies.<br> In 2022, Bioxytran reimbursed the affiliates for incurred legal and administrative costs in establishing the licenses, and their<br> maintenance.
Sales<br> and marketing expense for the twelve months ended December 31, 2023, were $595,449, as compared to $339,251for the twelve months<br> ended December 31, 2022. The increase costs are due to increased stock promotional activities in 2023.
Miscellaneous<br> G&A expenses during the twelve months ended December 31, 2023, was $202,996 and $172,962, respectively. The increase is due<br> software expenses incurred in 2023.

---

Stock-basedCompensation

	December 31,<br><br> <br>2023		December 31,<br><br> <br>2022
Compensation<br> expense to BoD and Management	$	113,239	$	83,960
Compensation<br> expense to consultants		83,390		93,788
Total compensation expense	$	197,552	$	178,382
Stock-based<br> compensation mounted to $197,552 for the twelve months ended December 31, 2023. The stock-based compensation for the twelve months<br> ended December 31, 2022, was $178,382. The net difference between the two years is insignificant.
---

---

Otherexpenses

---

	December 31,<br><br> <br>2023		December 31,<br><br> <br>2022
Other (expenses):
Interest expense	$	193,191	$	207,117
Debt discount amortization		—		128,859
Amortization of warrants		348,637		190,335
Forfeiture of warrants		—		(6,763	)
Amortization of IP		8,285		3,644
Total other income (expenses)	$	550,113	$	523,192

---

During<br> the twelve months ended December 31, 2023, the Company recorded no amortization of debt discount while the interest expense<br> was $193,191, $8,285 was amortized from the Company’s IP at net of $348,637 in amortization of warrants. During the twelve<br> months ended December 31, 2022, the Company recorded $128,859 in amortization of debt discount and the interest expense was $207,117,<br> $3,644 was amortized from the Company’s IP at net of $183,572 in amortization of warrants. The net difference between the two<br> years is insignificant.

| 19 |

| --- |

---

Non-ControllingInterest

	December 31,<br><br> <br>2023		December 31,<br><br> <br>2022
Net loss attributable<br> to the non-controlling interest	$	90,258	$	193,732
For<br> the twelve months ended December 31, 2023 and 2022, there was a non-controlling interest attribution of $90,258 and $193,732 respectively.<br> The significant difference is due to a significant reduction in the R&D activities awaiting upcoming clinical trials.
---
		#<br> of shares			#<br> of options		December 31,<br> <br>2023
---	---	---	---	---	---	---	---	---
Minority owners<br> cash investment	14,410,000		49	%			$	160,814
Bioxytran non-dilutive<br> equity	15,000,000		51	%				1,500
Issued<br> stock options @ 0.33						1,358,466		136
Total<br> outstanding	29,410,000		100	%		1,358,466	$	162,450

All values are in US Dollars.

As<br> at December 31, 2023, there are 29,410,000 issued and outstanding shares; 15,000,000 Common<br> shares (51%) are held by Bioxytran and 14,410,000 Common shares (49%) are held by an affiliate<br> which beneficial ownership includes Mike Sheikh, Ola Soderquist and David Platt.

Further,<br> an additional 1,358,466 options exercisable at $0.33 are held by a third party. The option agreement includes provisions for dilutive<br> issuance, cash-less exercise and a conditional conversion right to shares of Common Stock in Bioxytran at a fixed conversion rate<br> of 1.18864 shares per option share if Bioxytran’s ownership gets below 51%. If exercised at December 31, 2023, the provisions<br> would have resulted in an issuance of 6,021,967 shares of Common Stock in Bioxytran at an average conversion price of $0.08849, or<br> 4,541,801 shares in a cash-less exercise.

---

NetLoss

	December 31,<br><br> <br>2023			December 31,<br><br> <br>2022
Net<br> loss attributable to Bioxytran	$	(4,280,002	)	$	(2,463,932	)
Loss<br> per common share, basic and diluted	$	(0.03	)	$	(0.02	)
Weighted average number<br> of common shares outstanding, basic		134,224,825			115,361,105
The<br> Company generated a net loss for the twelve months ended December 31, 2023, of $4,280,002. In comparison, for the twelve months ended<br> December 31, 2022, the Company generated a net loss of $2,463,932. The significant difference is due to the Company’s Officers<br> forfeiting of accrued salaries and benefits for a total value of $1,273,000 during 2022.
---

---

CASH-FLOWS

---

	December 31,<br><br> <br>2023			December 31,<br><br> <br>2022
Net cash used in operating activities	$	(775,375	)	$	(1,805,670	)
Net cash used in investing activities		(44,301	)		(32,247	)
Net cash provided by<br> financing activities		550,361			2,060,960
Cash, beginning of period		295,401			72,358
Cash, end of period		26,086			295,401
Net increase (decrease) in cash	$	(269,315	)	$	223,043
Net<br> cash used in operating activities was $775,375 and $1,805,670 for the twelve months ended December 31, 2023, and 2022, respectively.<br> The decrease was due to a reduction of the research and development activities due to lack of funding.
---
In<br> the twelve months ended December 31, 2023, the Company is in the process of filing a patent, and $44,301 was spent in legal fees.<br> In the twelve months ended December 31, 2022 the amount was $32,247.
Cash<br> flows from financing activities were $550,361 and $2,060,960 for the twelve months ended December 31, 2023, and 2022, respectively.
The<br> available cash was $26,086 and $295,401 in the end of the twelve months ended December 31, 2023, and 2022, respectively.

| 20 |

| --- |

LIQUIDITY

AND CAPITAL RESOURCES

---

CurrentAssets

	December 31,<br><br> <br>2023		December 31,<br><br> <br>2022
Current assets:
Cash	$	26,086	$	295,401
Total current assets	$	26,086	$	295,401
As<br> of December 31, 2023, our current assets consisted of $26,086 in cash at December 31, 2022 we had $295,401in cash.
---

CurrentLiabilities

---

	December 31,<br><br> <br>2023		December 31,<br><br> <br>2022
Current liabilities:
Accounts payable<br> and accrued expenses	$	296,312	$	749,395
Accounts payable related<br> party		2,000		709,727
Un-issued shares liability		510,284		960
Un-issued shares liability<br> related party		515,904		38,400
Loan from related party		25,000		—
Convertible<br> notes payable, net of discount		1,900,000		2,165,000
Total current liabilities		3,249,500		3,663,482
At December 31, 2023, we had total liabilities<br> of $3,249,500, which consisted of $298,312 in accounts payable and accrued expenses (of which $2,000 was payable to related parties),<br> $1,026,188 in un-issued shares (of which $515,904 was payable to related parties), and $1,900,000 in two convertible loans and 25,000<br> in a loan from related party. At December 31, 2022 total liabilities were $3,663,482, which consisted of $1,459,121 in accounts payable<br> and accrued expenses (of which $709,727 was payable to related parties), $39,360 in un-issued shares (of which $38,400 was payable<br> to related parties), and $2,165,000 in four convertible loans. The shift is due to a conversion of 985,904 in accounts payable (of<br> which $485,904 was payable to related parties in form of accrued salaries) to un-issued shares to be issued in January 2024.
---

NetWorking Capital and Accumulated Deficit

	December 31,<br><br> <br>2023			December 31,<br><br> <br>2022
Net working capital	$	(3,223,414	)	$	(3,368,080	)
Accumulated deficit	$	(15,497,602	)	$	(11,217,600	)
At<br> December 31, 2023, the net working capital was negative $3,223,414 and the accumulated deficit of $15,497,602. Comparatively, on<br> December 31, 2022, we had net working capital of negative $3,368,080 and the accumulated deficit of $11,217,600. We believe that<br> we must raise not less than $3,700,000 to be able to continue our business operations for the next 15 months.
---

CashProceeds from Financing Activities

	December 31,<br><br> <br>2023		December 31,<br><br> <br>2022
Cash proceeds from financing<br> activities
Proceeds from Subsidiary<br> stock transactions	$	—	$	—
Proceeds from<br> stock transactions		550,361		680,000
Proceeds<br> from issuance of convertible notes payable		—		1,380,460
Net cash provided by financing<br> activities	$	550,361	$	2,060,960
During<br> the twelve months ending December 31, 2023, the Company had raised $550,361 in net cash for private placements. During the twelve<br> months ending December 31, 2022, the Company had raised $1,467,000 through an 8-month convertible notes at 6% interest, with net<br> cash proceeds of $1,380,460, as well as 680,000 in net cash for private placements. The Company is aware that its current cash on<br> hand will not be sufficient to fund its projected operating requirements through the month of May 2023.
---

| 21 |

| --- |

---

PlannedFinancing Activities

The Company intends to issue a Private Placement Offering under Regulation D in the order of $6 million in the spring of 2024.

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

Commitments

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

Contractual

Obligations

	December 31,<br><br> <br>2023		December 31,<br><br> <br>2022
Interest on<br> notes payable	$	223,759	$	134,581
Convertible<br> notes payable		1,900,000		2,165,000
Total	$	2,123,759	$	2,299,581
As<br> at December 31, 2023, our contractual obligations include four convertible notes, for a total of $2,123,759 and of accrued interest<br> for these notes mounting to $223,759, as at December 31, 2022 there were four convertible notes, for a total of $2,165,000 and of<br> accrued interest for these notes mounting to $134,581.
---

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

On October 28, 2022, the Bioxytran Board of Directors unanimously approved the modification of/amendment of paragraph 8 to the Officers’ Employment Agreements, referring to termination without cause in case of change of control.

The most substantial changes encompass;

●	Compensation of three times<br> the annual salary upon the Termination Date, plus any 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 your employment termination<br> for 12 months.
●	Provide outplacement services<br> through one or more outside firms of their choosing up to an aggregate of $50,000.

---

Off-Balance

Sheet Arrangements

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

CRITICAL

ACCOUNTING POLICIES

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

| 22 |

| --- |

---

Stock

Based Compensation

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

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

Recent

Accounting Standards

---

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, 2021 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 ASU 2020-06 did not have an impact on the Company’s financial statements.

Item7A. Quantitative and Qualitative Disclosures About Market Risk

Item 7A is not applicable to us because we are a smaller reporting company.

Item8. Financial Statements and Supplementary Data.

The financial statements listed in Item 15(a) are incorporated herein by reference and are filed under this Item 8 as a part of this report and follow the signature pages to this Annual Report on Form 10-K on page F-1.

Item9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

---

Item9A. Controls and Procedures

Evaluation

of Disclosure Controls and Procedures

Our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) reviewed the effectiveness of our disclosure controls and procedures as at the end of the period covered by this report and concluded that as at December 31, 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 Principal Executive and Principal Financial Officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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

| 23 |

| --- |

---

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 December 31, 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.

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

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

Because of the above material weakness, management has concluded that we did not maintain effective internal control over financial reporting as of December 31, 2023, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.

No

Attestation Report by Independent Registered Accountant

The effectiveness of our internal control over financial reporting as of December 31, 2023, has not been audited by our independent registered public accounting firm by virtue of our exemption from such requirement as a smaller reporting company.

Changes

in Internal Controls Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal year ended December 31, 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.

Item9 B. Other Information

None.

| 24 |

| --- |

PART

III

Item10. Directors, Executive Officers and Corporate Governance

Our Board of Directors, Executive Officers and key employees are as follows:

Name	Age as at<br><br> <br>December<br>31, 2023		Position
David Platt, Ph.D.		70	Chief Executive Officer, Chairman<br> and Director
Ola Soderquist, MBA, CPA, CMA		62	Chief Financial Officer, Treasurer, Secretary
Mike Sheikh, BS		53	Chief Communications Officer
Dale H. Conaway, D.V.M.		68	Director
Alan M. Hoberman. Ph.D.		70	Director
Hana Chen-Walden, MD		76	Director
Anders Utter, MBA		56	Director

DavidPlatt, Ph.D. is the Chief Executive Officer and Chairman of our Board of Directors. Dr. Platt is a world-renowned expert in carbohydrate chemistry and has founded three publicly traded companies, creating nearly $1B for investors. He has raised $150M directly in public markets in the U.S. and has led development of two drug candidates from concept through phase II clinical trials. Prior to Bioxytran, Inc. Dr. Platt founded Boston Therapeutics Inc. in 2010 (OTC: BTHE) where he served as Chief Executive Officer from 2010 to April 1, 2015 and as a Director from March 2015 to June 8, 2016. From 2001 to 2009, Dr. Platt was a founder, Chief Executive Officer and Chairman of the Board at Pro-Pharmaceuticals, Inc. (OTC: PRWP and AMEX: PRW, now NASDAQ: GALT). From 1995 to 2000 Dr. Platt was the founder of International Gene Group (NASDAQ: IGGI, GLGS now LPJC). Dr. Platt received a Ph.D. in Chemistry in 1988 from Hebrew University in Jerusalem. In 1989, Dr. Platt was a research fellow at the Weizmann Institute of Science, Rehovot, Israel, and from 1989 to 1991, was a research fellow at the Michigan Foundation (re-named Barbara Ann Karmanos Institute). From 1991 to 1992, Dr. Platt was a research scientist with the Department of Internal Medicine at the University of Michigan. Dr. Platt has published peer-reviewed articles and holds many patents, primarily in the field of carbohydrate chemistry. Our Board of Directors believes that Dr. Platt’s expertise and experience with public biotech companies, his perspective, depth and background in chemistry and finance, the capital formation process and leadership experience in public companies provide him with the qualifications and skills to serve on our Board of Directors.

OlaSoderquist, MBA, CPA, CMA, CM&AA has more than 30 years of senior international entrepreneurial management experience within technology companies. Ola’s managerial experience portfolio includes; Start-ups, Private, Public, Venture Capital and Private Equity ownership. He has served in CFO and other managerial capacities in multiple industry sectors and companies. His public company tenures include companies in the Wallenberg Sphere (1986-1996): Industrivarden (OMX:INDU), Electrolux (OMX:ELUX), Ericsson (NASDAQ:ERIC), Swedish Match (OMX:SWMA) and SKF AB (OMX:SKF), and most recently in Traction (OMX:TRAC) (1996-2001) and Belden (NYSE: BDC) (2006-2011). His private company experience includes CFO and CAO positions in Proditec, Inc. (2001-2006), LFA Corp. (2012-2014) and Faria Beede Instruments, Inc. (2014-2016). Ola is a multi-lingual senior finance professional poised to work globally and cross-functionally, particularly with complex projects involving change management, business integration, systems implementation, continuous improvement, and process excellence. He obtained a BS and an MSA rom Stockholm School of Economics and an MBA from Babson College.

MikeSheikh, BS, is a US Air Force Academy graduate and pilot. He has a Bachelor’s of Science in Economics and flew KC-135 tankers and worked as a budget Officer in the comptroller’s squadron. He has prior experience as a broker and research analyst. After the brokerage industry, he was a business development Officer for a variety of specialty finance companies. He is a long-time Biotech Consultant expert for public or private biotech companies with disruptive technologies. Mr. Sheikh the founder of Falcon Strategic Research, which focuses on companies that are not covered by traditional analysts on Wall Street. He is also the founder of an Investor Relations Firm.

DaleH. Conaway, D.V.M., is a Director of the Company. Dr Conaway is a Veterinary Medical Officer in Federal Research. From 2001 to 2006, Dr. Conaway was the Deputy Regional Director (Southern Region). From 2010 to September 15, 2016, Dr. Conaway served as a member of the Board of Directors of Boston Therapeutics, Inc.. From 1998 to 2001, Dr. Conaway served as Manager of the Equine Drug Testing and Animal Disease Surveillance Laboratories for the Michigan Department of Agriculture. From 1994 to 1998, he was Regulatory Affairs Manager for the Michigan Department of Public Health Vaccine Production Division. Dr. Conaway received a D.V.M. degree from Tuskegee Institute and an M.S. degree in pathology from the College of Veterinary Medicine at Michigan State University. Our Board of Directors believes that Dr. Conway’s expertise and experience as a Director in a public biotech company, his perspective, depth and background in testing and the development of biologic compounds, and his leadership in management provide him with the qualifications and skills to serve on our Board of Directors.

| 25 |

| --- |

AlanM. Hoberman, Ph.D. is president and CEO of Argus International, Inc., overseeing a staff of scientists and other professionals who provide consulting services for industry, government agencies, law firms and other organizations, both in the U.S. and internationally. From 2014 to September 15, 2016 Dr. Hoberman served as a member of the Board of Directors of Boston Therapeutics, Inc. Between 1991 and 2013 he held a series of positions of increasing responsibility at Charles River Laboratories Preclinical Services (formerly, Argus Research Laboratories, Inc.), most recently as Executive Director of Site Operations and Toxicology. He currently works with that organization to design, supervise and evaluate reproductive and developmental toxicity, neurotoxicity, inhalation and photobiology studies. Dr. Hoberman holds a PhD in toxicology from Pacific Western University, an MS in interdisciplinary toxicology from the University of Arkansas and a BS in biology from Drexel University. Our Board of Directors believes that Dr. Hoberman’s expertise and experience as a Director in a public biotech company, his perspective, depth and background in consulting and advising clients and his experience in the testing and development of biologic compounds, and his leadership in management provide him with the qualifications and skills to serve on our Board of Directors.

Dr.Hana Chen-Walden, M.D. is an Endocrinologist and has specialized in regulatory affairs in the pharmaceutical industry in the US and Europe. Dr. Chen-Walden has more than 35 years of regulatory experience with the EMEA and in individual European countries. Since 2004 to present, Dr. Chen-Walden consulted for European Clinical and Regulatory Consultancy in medical monitoring, quality assurance and regulatory input for clinical studies in the fields of oncology, cardiology, diabetes, neurology, respiratory diseases and medical devices. Dr. Chen Walden received her Doctorate of Medicine from University of Tel Aviv, Israel. Dr. Chen-Walden has practiced medicine in Germany and France. Our Board of Directors believes that Dr. Chen-Walden’s expertise and experience in practicing medicine, her perspective, depth and background in medical monitoring and quality assurance, and her leadership in regulatory affairs provide her with the qualifications and skills to serve on our Board of Directors.

AndersN. Utter, has more than 25 years of finance, accounting and management experience in medical devices, consulting and manufacturing industries in capacities as CFO, Controller and Managing Director. He had progressively increased management experience in the European Nolato Group and later on in the Amplex Group. Mr. Utter has had a broad business exposure with IFRS and GAAP reporting as well as with SOX compliance. He has also worked with M&A evaluations, financing and integration as well as more hands-on manufacturing cost accounting and reporting. He is currently in charge of the finance control at one of General Cable’s entities. Mr. Utter is and has been serving as a Director on boards in both profit as well as non-profit organizations. Mr. Utter holds an MBA from Babson College and a BA from Uppsala University in Sweden. Our Board of Directors believes that Mr. Utter’s expertise and experience as a chief financial Officer, his perspective, depth and background in GAAP reporting and SOX compliance, and his finance, management and accounting experience provide him with the qualifications and skills to serve on our Board of Directors.

Our Directors are elected annually and each holds office until the annual meeting of the shareholders of the Company and until their respective successors are elected and qualified. Our Officers, including any Officers we may elect moving forward, will hold their positions at the pleasure of the Board of Directors, absent any employment agreement. In the event, we employ any additional Officers or Directors of the Company, they may receive compensation as determined by the Company from time to time by vote of the Board of Directors. Vacancies in the Board will be filled by majority vote of the remaining Directors or in the event that a sole remaining Director vacates his position, by our majority shareholders. Our Directors may be reimbursed by the Company for expenses incurred in attending meetings of the Board of Directors.

Executive

Officers

Set forth below is information regarding our current Executive Officers. Except as set forth below, there are no family relationships between any of our Executive Officers and our Directors. Executive Officers are elected annually by our Board of Directors. Each Executive Officer holds his office until he resigns or is removed by the Board or his successor is elected and qualified.

Name	Age as at<br><br> <br>December 31, 2023		Position	Term<br> as Officer/Director
David Platt, Ph.D.		70	Chief Executive Officer, Chairman<br> and Director		September<br> 2018 to Present
Mike Sheikh, BS		53	Chief Communications Officer		May<br> 2020 to Present
Ola Soderquist, MBA, CPA, CMA		62	Chief Financial Officer, Treasurer, Secretary		September<br> 2018 to Present

Biographical information with respect to Dr. Platt, Mr. Sheikh and Mr. Soderquist is set forth above.

Scientific

Advisory Board

We have established a scientific advisory board to advise our management regarding our clinical and regulatory development programs and other customary matters. Our scientific advisors are experts in various areas at medicine including diabetes and other diseases. We believe the advice of our scientific advisors is important to the research, development and clinical testing of our products. Our scientific advisory board is comprised of the following individuals.

| 26 |

| --- |

---

Prof.Avraham Mayevsky, Ph.D. is a worldwide authority in the field of minimal invasive monitoring of tissue and organ physiology. Dr. Mayevsky is a professor at the Faculty of Life Sciences, Bar-Ilan University, Israel. He served as Head of the Department of Life Sciences and Dean of the Faculty of Natural Sciences at Bar-Ilan University, where he established a center of tissue physiology. He served as Visiting professor at University of Pennsylvania and Johns Hopkins Medical School World-recognized expert in tissue physiology, especially in brain metabolism. He Published over 150 papers and patents. He has published over 170 papers in scientific journals and is the author of five patents. He also founded Vital Medical Ltd. Dr. Mayevsky completed his PhD from Weizmann Institute of Science, Rehovot, Israel.

Prof.Kevin H Mayo, Ph.D. is a well-known authority in the field of structural biology and structure-based drug design and discovery. He received degrees from Boston University (BA) and the University of Massachusetts (PhD), and was a postdoctoral associate at the Max-Planck Institute for Biochemistry (Alexander von Humboldt Fellow with Nobel Laureate Rudolf Moessbauer) and Yale University (Chemistry). Dr. Mayo is presently Professor of Biochemistry, Molecular Biology & Biophysics, as well as Lab Medicine & Pathology, at the University of Minnesota (UMN), Minneapolis, USA. He is also Director of the High Field Nuclear Magnetic Resonance Center at the UMN. Over the years, Dr. Mayo has consulted with numerous pharmaceutical companies and is co-founder of PepTx, Inc., a startup pharmaceutical company based in Minnesota. He also currently holds Visiting Professorships at Maastricht University (The Netherlands), Ludwigs-Maximillian-University (Munich, Germany), and Northeast Normal University (Changchun, China). Dr. Mayo has published over 250 papers in peer-reviewed scientific journals and is the author of 28 patents.

Medical

Advisory Board

We have established a Medical Advisory Board that will be comprised of Clinicians and Clinical Research professionals who are interested in the field of hypoxia, virology or in other subjects related to our product pipeline. The board will provide leadership and expertise to assist us in designing, executing and implementing our clinically oriented activities in a safe, efficient and professional manner.

Dr.Leslie Ajayi, MD PhD, brings over 20 years of clinical development experience in academia and industry. He is a fully trained physician leader with international specialty training in internal medicine, cardiovascular medicine, and clinical pharmacology. He received his undergraduate training in Health Sciences and his MD equivalent graduating Magna Cum Lade from Obafemi Awolowo University [OAU] in Nigeria. A few years later, he received his PhD in clinical pharmacology from the University of Glasgow. As an academic clinical pharmacologist in Glasgow, UK, he worked with Big Pharma as an investigator for Phase 1 first in man, proof of concept, pharmacokinetics (PK), Pharmacodynamics (PD), PK-PD, and studies in special populations such as the elderly and in pregnancy. He was also involved in all types of designs of randomized controlled clinical trials (double blind, placebo controlled, double dummy, single blind, cross over, parallel group, Latin squares designs). His industry exposure was relegated to big pharma clinical research monitors and clinical research organizations. He worked on notable projects like perindopril and cilazapril (ACEI), and amlodipine. He evaluated the effects of ACEI on Type-2 Diabetes and insulin resistance in hypertensives.

Dr.John Mabayoje, MD, is a practicing Emergency Room doctor and Medical Director who graduated from the University of Ife /OAU in 1980. He has 6 years of residency/ fellowship training in internal medicine, family practice, geriatric medicine, substance abuse, and emergency medicine. He also has 125 hours of sonography training. He is licensed to practice in a number of states and has 44 years’ experience in emergency medicine in the United States and internationally. He has published research work on histochemistry. He has extensive experience with COVID-19 patients, treating over 4,800 patients on 2 continents. He is known in circles as an astute diagnostician and innovator looking for ways to getting the best therapeutic advantages for his patients.

Dr.Alben Sigamani, M.D. is currently Professor and Head of Clinical Research, Narayan Health, Bangalore. He has over 17 years of experience in clinical research and in managing multi-center academic and regulatory Randomized Controlled Trials in India. He has several publications to his credit with a citation index (h-index) of 24. Dr. Sigamani is a Medical Professional (MD) in Clinical Pharmacology & Therapeutics with a Master’s Degree in Clinical Trials from the University of London. In 2021, Dr. Sigamani obtained “COVID-19: Tracking the Novel Coronavirus Certificate” from the London School of Hygiene and Tropical Medicine.

ThomaskuttyAlumparambil. B.S., C.C.P has over 30 years of clinical experience that includes heart, lung and liver transplants. He is an expert on quality control and quality assurance programs, surgical protocols, blood gas analysis and anticoagulation management.

The Company has established and approved charters for separate audit, compensation and nominating/governance committees of its Board of Directors.

Code

of Ethics

A code of business conduct and ethics is a written standard designed to deter wrongdoing and to promote (a) honest and ethical conduct, (b) full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements, (c) compliance with applicable laws, rules and regulations, (d) the prompt reporting violation of the code and (e) accountability for adherence to the code. We are not currently subject to any law, rule or regulation requiring that we adopt a code of ethics; however, we intend to adopt one in the near future.

| 27 |

| --- |

---

Board

of Directors Independence

Our Board of Directors consists of five members. We are not currently subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” Directors. Four of the members of the Board of Directors, Dale H. Conaway, D.V.M., Alan Hoberman, Anders Utter and Hana Chen-Walden are “independent” as defined in Section 4200(a)(15) of NASDAQ Stock Market Rules.

Audit

Committee

Our Board of Directors has established an Audit Committee and appointed three members to the Committee; Anders Utter, as Chairman, Alan Hoberman and Dale Conaway.

Nominating

and Governance Committee

Our Board of Directors has established a Nominating and Governance Committee and appointed three members to the Committee; Alan Hoberman, as Chairman, Dale Conaway and Anders Utter.

---

Compensation

Committee

Our Board of Directors has established a Compensation Committee and appointed three members to the Committee; Dale Conaway, as Chairman, Alan Hoberman and Anders Utter to our compensation committee.

Compensation

Committee Interlocks and Insider Participation

All members of the Compensation Committee are non-employee Directors of the Company. None of our Executive Officers serves on the Compensation Committee or on the Board of Directors of any other company of which any members of our Compensation Committee or any of our Directors is an Executive Officer.

Audit

Committee Report Regarding Audited Financial Statements

The Audit Committee of the Board is composed of three Directors, all of whom are “independent” as defined in Section 4200(a)(15) of NASDAQ Stock Market Rules. The Audit Committee has prepared the following report on its activities with respect to the Company’s audited financial statements for the fiscal year ended December 31, 2023 (the “Audited Financial Statements”).

●	The Audit Committee reviewed and discussed<br> the Company’s Audited Financial Statements with management;
●	The Audit Committee discussed with BF Borgers<br> CPA PC (“BF Borgers”), the Company’s independent registered public accounting firm for fiscal 2023, the matters<br> required to be discussed by the Public Company Accounting Oversight Board in Rule 3200T:
●	The Audit Committee received from the independent<br> registered public accounting firm the written disclosures regarding auditor independence, discussed with Pinnacle its independence<br> from the Company and its management: and
●	Based on the review and discussion referred<br> to above, and in reliance thereon, the Audit Committee determined that the Audited Financial Statements be included in the Company’s<br> Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for filing with the U.S. Securities and Exchange Commission.
All members of the Audit Committee concur in this report.
---	---	---
	Audit Committee:	Anders Utter (Chairman)

Indemnification

Agreements

Our Bylaws provide for the indemnification of Directors and officers. See “Indemnification of Directors and Officers.” As at January 1, 2021, Dr. Platt and Mr. Soderquist each receive a monthly compensation of $35,000, and Mr. Sheikh receive a monthly compensation of $26,250, along with a 25% 401(k) Safe Harbor coverage up to the federal limit, currently $66,000 per year plus potential catchup, currently $7,500. The Company will further cover all costs related to maintaining Professional Certificates, and in absence of a corporate healthcare plan, reimburse the Officer for reasonable self-subscribed gold-level healthcare plan;

| 28 |

| --- |

Our non-employee Directors will be compensated by the issuance of $5,000 of shares of Common Stock per board and/or committee meeting with its basis determined by the weighted average market price over the quarter at as per Board decision on August 4, 2023;

Our Executive Officers and Directors may also receive stock or stock options at the discretion of our Board of Directors in the according to approved the 2021 Stock Plan, or any subsequent Stock Plan;

Director

Independence

Four of the members of the Board of Directors are “independent” as defined under the rules of the as defined in Section 4200(a)(15) of NASDAQ Stock Market Rules.

Section

16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our Directors and Executive Officers and persons who own more than 10% of the issued and outstanding shares of our Common Stock to file reports of initial ownership of Common Stock and other equity securities and subsequent changes in that ownership with the SEC. Officers, Directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, we confirm that, based solely on a review of the copies of such reports furnished to us and written representations except for the Form 3 Initial Statement of Beneficial Ownership filed by all Officers and Directors that no other reports were required, during the fiscal year ended December 31, 2023 all Section 16(a) filing requirements applicable to our Officers, Directors and greater than 10% beneficial owners were complied with.

---

Item11. Executive Compensation

The following table sets forth information concerning all cash all cash and non-cash compensation awarded to, earned by or paid to the Company’s Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and the Chief Communications Officer (“CCO”), regardless of compensation level. The Company’s CEO, CFO and the CCO are the only officers of the Company for whom compensation disclosure is required pursuant to instruction 1 to Item 402(m)(2) of Regulation S-K.

Summary

Compensation Table

Name and<br> Principal Position	Year		Salary		Bonus		Stock<br> Awards		Total<br> Compensation
David Platt, Chairman of the Board,		2022	$	108,900	$	—	$	—	$	108,900
CEO and President		2023	$	420,000	$	—	$	—	$	420,000
Ola Soderquist, CFO		2022	$	108,900	$	—	$	—	$	108,900
		2023	$	420,000	$	—	$	—	$	420,000
Mike Sheikh, CCO		2022	$	43,427	$	—	$	—	$	43,427
		2023	$	280,000	$	—	$	—	$	280,000

Grants

of Plan-Based Awards

There were no equity awards to the Company’s Executive Officers during the years ended at December 31, 2023 and 2022.

Outstanding

Equity Awards at December 31, 2023; Option exercises and vested

There were no outstanding options or equity awards held by the Company’s Executive Officers at December 31, 2023.

Director

Compensation

All compensation paid to our employee Directors is set forth in the table summarizing Executive Officer compensation above. Our non-employee Directors currently are entitled to receive $5,000 of shares of Common Stock per board and/or committee meeting with its basis determined by the weighted average market price over the quarter. There were 463,163 shares, at a fair market value of $113,239, issued as compensation to the Board in 2023. There were 280,000 shares, at a fair market value of $45,840, issued in 2022. Except for the foregoing, there are currently no agreements in effect entitling them to compensation.

| 29 |

| --- |

---

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

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

The Board of Directors has set the monthly salary for David Platt and Ola Soderquist to $35,000, and for Mr. Sheikh of $26,250. Additionally, along with a 25% 401(k) Safe Harbor coverage up to the federal limit, currently $66,000 per year plus potential catchup, currently $7,500, as well as reimbursement of a gold-level healthcare plan.

Our Executive Officers and Directors may also receive stock or stock options at the discretion of our Board of Directors in the according to approved the 2021 Stock Plan, or any subsequent Stock Plan.

---

Compensation

Risk Assessment

We have formed a Compensation Committee. In setting compensation, the Compensation Committee will consider the risks to the Company’s stockholders and to achievement of its goals that may be inherent in its compensation programs. The Compensation Committee will review and discuss its assessment with management and outside legal counsel to confirm that the Company’s compensation programs are and will be within industry standards and designed with the appropriate balance of risk and reward to align employees’ interests with those of the Company without incenting employees to take unnecessary or excessive risks. We believe our compensation plans will be appropriately structured consistent with the Company’s status as a pre-revenue start-up enterprise, and will not be reasonably likely to result in a material adverse effect on the Company.

---

Item12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table includes the information as of 2023 for our equity compensation plan as at December 31, 2023:

Plan Category	Number<br> of securities to be issued upon exercise of outstanding options (a)		Weighted-average<br> exercise price of outstanding options (b)		Number<br> of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))<br> (c)
Equity compensation 2010 Stock<br> Plan		200,000	$	0.95		—
Equity compensation<br> 2021 Stock Plan		135,000		0.11		17,920,314
Total		335,000	$	0.62		17,920,314

Beneficial

Ownership of Executive Officers, Directors and other Affiliates

The following table sets forth certain information as at March 22, 2024 with respect to the beneficial ownership of shares of the Company’s Common Stock by (i) each person or group known to us, to beneficially own more than 5% of the outstanding shares of such stock, (ii) each Director; (iii) each of our Executive Officers named in the summary compensation table under “Director and Executive Compensation” currently serving as an Executive Officer; and (iv) the Executive Officers and Directors as a group. All persons listed below have (i) sole voting power and investment power with respect to their shares of Common Stock (the only class of outstanding stock), except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their shares of stock. The percentage of beneficial ownership is based upon 166,492,529 shares of Common Stock outstanding as at March 22, 2024. Except as otherwise indicated in the footnotes to the table, the persons and entities named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, where applicable.

| 30 |

| --- | | Name<br> and Address of Beneficial Owner | Number<br> of Shares | | Percent<br> of Class (1) | | | Number<br> of Options owned | | | --- | --- | --- | --- | --- | --- | --- | --- | | David Platt (2) | | 63,131,997 | | 37.9 | % | | — | | whereof 20,104,723 indirect | | | | | | | | | Ola Soderquist (2) | | 19,535,300 | | 11.7 | % | | — | | Mike Sheikh (2) | | 8,000,000 | | 4.8 | % | | — | | Dale H. Conaway (2) | | 588,521 | | 0.4 | % | | — | | Alan M. Hoberman (2) | | 661,821 | | 0.4 | % | | — | | Hana Chen-Walden, MD (2) | | 347,800 | | 0.2 | % | | — | | Anders Utter (2) | | 607,621 | | 0.4 | % | | — | | All Officers and Directors<br> as a Group (7 persons) | | 92,873,060 | | 55.8 | % | | — |

Beneficial

Owners Holding more than 5% of the Outstanding Shares

Black Diamond Financial Group LLC<br> (3)	14,027,606	8.4	%	—
whereof 13,705,026 indirect
(1)	The<br> percentage shown in the table is based on 166,492,529 shares of Common Stock outstanding on March 22, 2024.
---	---
(2)	The<br> business address of these individuals is 75 2^nd^ Ave., Suite 605, Needham, MA 02494.
(3)	The<br> business address of this financial group is 1610 Wynkoop St. #400, Denver, CO 80202

---

Item13. Certain Relationships and Related Transactions, and Director Independence

From the date of the Company’s Merger on September 21, 2018 we have not entered into any material transactions or series of transactions, except for what is disclosed here below, that would be considered material in which any officer, Director or beneficial owner of 5% or more of any class of our capital stock, or any immediate family member of any of the preceding persons, had a direct or indirect material interest, and there are no transactions presently proposed, except as follows:

On April 14, 2023, 6,763,562 shares of Common Stock were issued to offset an 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 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 January 18, 2024, the Company issued 3,599,289 shares of Common Stock at a value of $485,904, or $0.135/share. The shares were included as un-issued shares liability related party in the financial statements at December 31, 2023, after a conversion of salary and accounts receivable on October 17, 2023.

| 31 |

| --- |

---

Item14. Principal Accountant Fees and Services.

The table below shows the fees that we paid or accrued for the audit and other services provided by BF Borgers CPA PC (“BF Borgers”) for the fiscal year ended December 31, 2023 and 2022.

Fee Category	2023		2022
Audit Fees	$	34,100	$	26,000
Audit Related Fees	$	—	$	—
Tax Fees	$	—	$	1,800
All other Fees	$	5,500	$	—

This category includes the audit of our annual financial statements, review of financial statements included in our annual and quarterly reports and services that are normally provided by the independent registered public accounting firms in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related

Fees

This category consists of assurance and related services by the independent registered public accounting firms that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees”. The services for the fees disclosed under this category include services relating to our registration statements.

Tax

Fees

This category consists of professional services rendered for tax compliance and tax advice.

All

Other Fees

This category consists of fees for other miscellaneous items.

Pre-Approved

Services

The Audit Committee requires pre-approval of audit, audit-related and tax services to be performed by the independent registered public accounting firm. The Audit Committee approved the audit and audit-related services to be performed by the independent registered public accounting firms and tax professionals in 2023 and 2022.

The Audit Committee has not expressly adopted rules permitting the Audit Committee to delegate to one or more of its members pre- approval authority with respect to permitted services nor has the Audit Committee actually delegated such authority to its members. To the extent it elects to do so in the future, the Board expects that such delegation will be subject to the requirement that the decisions of any Audit Committee member to whom pre-approval authority is delegated must be presented to the full Audit Committee at its next scheduled meeting.

| 32 |

| --- |

PART

IV

Item15. Exhibits, Financial Statement Schedules.

(a)(1)

Financial Statements

See Index to Financial Statements commencing on Page F-1.

(a)(2)

Financial Statement Schedules

All supplemental schedules have been omitted since the required information is not present in amounts sufficient to require submission of the schedule, or because the required information is included in the financial statements or notes thereto.

(b)

Exhibits

The

following exhibits are filed as part of this report:

Exhibit<br><br> <br>Number	Description
3.1	Certificate<br> of Incorporation of the Registrant (Incorporated by reference as Exhibit 3.1 to The Registrant’s Registration Statement on<br> Form S-1 on October 31, 2008.)
3.2	By-Laws<br> of the Registrant (Incorporated by reference as Exhibit 3.2 to The Registrant’s Registration Statement on Form S-1 on October<br> 31, 2008.)
3.3	Amendment<br> to Certificate of Incorporation (Incorporated by reference as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed<br> on October 29, 2009)
3.4	Amendment<br> to Certificate of Incorporation (Incorporated by reference as Exhibit 3.4 to the Company’s Registration Statement on Form S-1<br> (File No. 333-154912) filed with the SEC on November 29, 2018)
3.5	Certificate<br> of Change Pursuant to NRS78.209 (Incorporated by reference as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed<br> on August 13, 2018)
3.6	Amendment<br> to Certificate of Incorporation (Incorporated by reference as Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed<br> on November 7, 2018)
3.7	Amended<br> and Restated Bylaws (Incorporated by reference as Exhibit 3.4 to the Registrant’s Current Report on Form 8-K filed on November<br> 7, 2018)
4.1	Form<br> of Common Stock Certificate
4.2	Form<br> of Warrant Dated October 24, 2018 (Incorporated by reference as Exhibit 10.14 to the Registrant’s Current Report on Form 8-K<br> filed on October 30, 2018)
4.3	Certificate<br> of Merger Wyoming (Incorporated by reference as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on September<br> 24, 2018)
4.4	Certificate<br> of Merger Delaware (Incorporated by reference as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on September<br> 24, 2018)
4.5	Form<br> of 8% Convertible Promissory Note (Incorporated by reference as Exhibit 10.12 to the Registrant’s Current Report on Form 8-K<br> filed on October 30, 2018)
4.6	Form<br> of 8% Convertible Promissory Note (Incorporated by reference as Exhibit 10.17 to the Registrant’s Current Report on Form 8-K<br> filed on March 1, 2019)
4.7	Form<br> of Warrant Dated February 25, 2019 (Incorporated by reference as Exhibit 10.19 to the Registrant’s Current Report on Form 8-K<br> filed on March 1, 2019)

| 33 |

| --- | | Exhibit<br><br> <br>Number | Description | | --- | --- | | 10.1 | Form<br> of Accord and Satisfaction between U.S. Rare Earth Minerals and Elenor Yarbray (Incorporated by reference as Exhibit 10.9 to the<br> Registrant’s Current Report on Form 8-K filed on September 24, 2018) | | 10.2 | Form<br> of Agreement and Plan of Merger and Reorganization By and Among U.S. Rare Earth Minerals, Inc., Bioxy Acquisition Corp. and Bioxytran,<br> Inc. (Incorporated by reference as Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed on September 24, 2018) | | 10.3 | Form<br> of Asset Purchase Agreement between U.S. Rare Earth Minerals, Inc. and U.S. Rare Earth Minerals, Inc. (Wyoming). (Incorporated by<br> reference as Exhibit 10.11 to the Registrant’s Current Report on Form 8-K filed on September 24, 2018) | | 10.4 | Form<br> of Employment Agreement of David Platt | | 10.5 | Form<br> of Employment Agreement of Ola Soderquist | | 10.6 | Form<br> of Security Agreement between U.S. Rare Earth Minerals, Inc. and Auctus Fund, LLC. (Incorporated by reference as Exhibit 10.13 to<br> the Registrant’s Current Report on Form 8-K filed on October 30, 2018) | | 10.7 | Form<br> of Securities Purchase Agreement (Incorporated by reference as Exhibit 10.16 to the Registrant’s Current Report on Form 8-K<br> filed on October 30, 2018) | | 10.8 | Form<br> of Registration Rights Agreement (Incorporated by reference as Exhibit 10.15 to the Registrant’s Current Report on Form 8-K<br> filed on October 30, 2018) | | 10.9 | 2010<br> Employee, Director and Consultant Stock Plan Incorporated by reference to Exhibit 99.1 on form S-8 filed with the Securities and<br> Exchange Commission on February 22, 2010. | | 10.10 | Form<br> of Public Offering Subscription Agreement | | 10.11 | Form<br> of Security Agreement between U.S. Rare Earth Minerals, Inc. and Auctus Fund, LLC. (Incorporated by reference as Exhibit 10.18 to<br> the Registrant’s Current Report on Form 8-K filed on March 1, 2019) | | 10.12 | Form<br> of Securities Purchase Agreement (Incorporated by reference as Exhibit 10.21 to the Registrant’s Current Report on Form 8-K<br> filed on March 1, 2019) | | 10.13 | Form<br> of Registration Rights Agreement (Incorporated by reference as Exhibit 10.20 to the Registrant’s Current Report on Form 8-K<br> filed on March 1, 2019) | | 10.14 | Form<br> of Warrant of dated October 24, 2018 | | 10.15 | Form<br> of Registration Rights Agreement between U.S. Rare Earth Minerals, Inc. and Acutus Fund, LLC, dated October 24, 2018. | | 10.16 | Form<br> of Securities Purchase Agreement between U.S. Rare Earth Minerals, Inc. and Acutus Fund, LLC, dated October 24, 2018. | | 10.17 | Form<br> of $250,000 Senior Secured Promissory Note, dated February 25, 2019, of U.S. Rare Earth Minerals, Inc. and Auctus Fund, LLC, dated<br> February 25, 2019. | | 10.18 | Form<br> of Security Agreement dated February 25, 2019, between U.S. Rare Earth Minerals, Inc., and Auctus Fund, LLC, dated February 25, 2019. | | 10.19 | Form<br> of Warrant of dated February 25, 2019 | | 10.20 | Form<br> of Registration Rights Agreement between U.S. Rare Earth Minerals, Inc. and Auctus Fund, LLC, dated February 25, 2019. | | 10.21 | Form<br> of Securities Purchase Agreement between U.S. Rare Earth Minerals, Inc. and Auctus Fund, LLC, dated February 25, 2019. |

| 34 |

| --- | | Exhibit<br><br> <br>Number | Description | | --- | --- | | 10.22 | License<br> Agreement between Bioxytran, Inc. and MDX Lifesciences, Inc. dated April 4, 2019. | | 10.23 | Investor<br> Relations Agreement between Bioxytran, Inc. and Resources Unlimited NW LLC. dated April 22, 2019. | | 10.24 | Scientific<br> Advisory Board Agreement between Bioxytran, Inc. and Asclepius LLC dated May 1, 2019. | | 10.25 | Form<br> of Advisory Board Agreement between Bioxytran, Inc. and Steven Aust dated June 11, 2019. | | 10.26 | Form<br> of Advisory Board Agreement between Bioxytran, Inc. and Jonathan Barkman effective July 15, 2019. | | 10.27 | Form<br> of Advisory Board Agreement between Bioxytran, Inc. and Cynthia Tsai effective July 16, 2019. | | 10.28 | Form<br> of Advisory Board Agreement between Bioxytran, Inc. and Jonathan Jensen Dated September 13, 2019. | | 10.28b | Securities<br> Purchase Agreement between Peak One Opportunity Fund, L.P. and Bioxytran, Inc., dated October 22, 2019. | | 10.29 | Form<br> of Advisory Board Agreement between Bioxytran, Inc. and Patrick Huddie dated September 13, 2019. | | 10.29b | 8%<br> Convertible Debenture of Bioxytran, Inc. to Peak One Opportunity Fund, L.P. in the Principal Amount of $120,000 dated October 22,<br> 2019 | | 10.30 | Warrant<br> to Purchase 50,000 shares of Common Stock of Bioxytran. | | 10.31 | 8%<br> Convertible Note of Bioxytran, Inc. to Tangiers Global, LLC in the Principal Amount of $106,300 dated October 23, 2019 | | 10.32 | Warrant<br> to Purchase 50,000 shares of Common Stock of Bioxytran. | | 10.33 | Securities<br> Purchase Agreement between PowerUp Lending Group Ltd. and Bioxytran, Inc., dated October 21, 2019. | | 10.34 | 8%<br> Convertible Note of Bioxytran, Inc. to PowerUp Lending Group Ltd. in the Principal Amount of $106,000 dated October 21, 2019 | | 10.35 | Form<br> of Securities Purchase Agreement between GS Capital Partners, LLC and Bioxytran, Inc., dated No ember 7, 2019. | | 10.36 | Form<br> of 4% Convertible Note of Bioxytran, Inc. to GS Capital Partners, LLC. in the Principal Amount of $125,000 dated November 7, 2019 | | 10.37 | Form<br> of Warrant to Purchase 50,000 shares of Common Stock of Bioxytran. | | 10.38 | Form<br> of Letter Agreement between FON Consulting, LLC and Bioxytran, Inc. dated November 11, 2019. | | 10.39 | Securities<br> Purchase Agreement between FirstFire Global Opportunities Fund, LLC and Bioxytran, Inc., dated November 20, 2019. | | 10.40 | 4%<br> Convertible Note of Bioxytran, Inc. to FirstFire Global Opportunities Fund, LLC. in the Principal Amount of $125,000 dated November<br> 20, 2019 | | 10.41 | Warrant<br> to Purchase 50,000 shares of Common Stock of Bioxytran. | | 10.42 | Securities<br> Purchase Agreement between Power Up Lending Group and Bioxytran, Inc., dated December 30, 2019. | | 10.43 | 8%<br> Convertible Note of Bioxytran, Inc. to Power Up Lending Group in the Principal Amount of $54,600 dated December 30, 2019 | | 10.44 | Securities<br> Purchase Agreement between EMA Financial LLC and Bioxytran, Inc., dated January 10, 2020. |

| 35 |

| --- | | Exhibit<br><br> <br>Number | Description | | --- | --- | | 10.45 | 4%<br> Convertible Note of Bioxytran, Inc. to EMA Financial LLC. in the Principal Amount of $125,000 dated January 10, 2020. | | 10.46 | Warrant<br> to Purchase 50,000 shares of Common Stock of Bioxytran. | | 10.47 | Securities<br> Purchase Agreement between Power Up Lending Group LLC and Bioxytran, Inc., dated January 18, 2020 | | 10.48 | 8%<br> Convertible Debenture of Bioxytran, Inc. to Power Up Lending Group LLC in the Principal Amount of $56,600 dated January 18, 2020 | | 10.49 | Securities<br> Purchase Agreement between Crown Bridge Partners, LLC and Bioxytran, Inc., dated October 30, 2019. | | 10.50 | 4%<br> Convertible Note of Bioxytran, Inc. to Crown Bridge Partners, LLC in the Principal Amount of $55,000 dated October 30, 2019 | | 10.51 | Warrant<br> to Purchase 22,000 shares of Common Stock of Bioxytran. | | 10.52 | Amendment<br> #1 to Securities Purchase Agreement between Auctus Fund LLC and Bioxytran, Inc., dated October 24, 2018 | | 10.53 | Amendment<br> #1 to Securities Purchase Agreement between Auctus Fund LLC and Bioxytran, Inc., dated February 25, 2019 | | 10.54 | Securities<br> Purchase Agreement between Power Up Lending Group LLC and Bioxytran, Inc., dated March 18, 2020 | | 10.55 | 8%<br> Convertible Debenture of Bioxytran, Inc. to Power Up Lending Group LLC in the Principal Amount of $64,900 dated March 18, 2020 | | 10.56 | Form<br> of Employment Agreement of Mike Sheikh, dated May 1, 2020 | | 10.56b | Modification/Amendment<br> to Officers’ Employment Contract, dated October 28, 2022. | | 10.57 | Joint<br> Venture Agreement between Bioxytran and Pharmalectin Partners, LLC, dated November 15, 2020. | | 10.58 | Form<br> of Convertible Note Agreement between Note Holders and Bioxytran, Inc., dated May 2 and 3, 2021 | | 10.59 | License<br> Agreement between Bioxytran, Inc. and Pharmalectin, Inc. dated May 5, 2020 | | 10.60 | License<br> Agreement between Pharmalectin, Inc. and NDPD Pharma, Inc. dated May 2, 2021 | | 10.61 | 2021<br> Employee, Director and Consultant Stock Plan, adopted by the Board of Directors on January 19, 2021 | | 10.62 | 2017<br> Employee, Director and Consultant Stock Plan (Subsidiary), adopted by the Board of Directors on October 5, 2017 | | 10.63 | Form<br> of Warrant dated June 4, 2021 | | 10.64 | Form<br> of Subsidiary Option dated June 4, 2021 | | 10.65 | Form<br> of Private Placement Memorandum dated February 26, 2021 | | 10.66 | Form<br> of Private Placement Memorandum dated September 17, 2021 | | 10.67 | Form<br> of Convertible Note, dated January 5, 2021 | | 10.68 | Form<br> of Note Purchase Agreement, dated January 5, 2022 | | 10.69 | Approval<br> of International Patent WO2021/099052 - Polysaccharides for Use in Treating Sars-Cov-2 Infections, dated May 12, 2022. |

| 36 |

| --- | | Exhibit<br><br> <br>Number | | ****<br><br> <br>Description | | --- | --- | --- | | 10.70 | | Approval<br> of International Patent WO2021/099061 - Polysaccharides for IV Administration that Treat SARS-CoV-2 Infections, dated May 12, 2022. | | 10.71 | | Official<br> USPTO Notice of Publication under 12(A) for the Trademark ProLectin | | 10.72 | | Form<br> of Subscription Agreement. | | 10.73 | | Form of Private Purchase Agreement | | 10.74 | | Form of Subscription Agreement | | 10.75 | | Amendment to engagement letter with WallachBeth Capital LLC, dated May 8, 2023 | | 10.76 | | Form of Closing Agreement with TRITON FUNDS LP, dated June 8, 2023 | | 10.77 | | Amendment to Closing Agreement with TRITON FUNDS LP, dated August 2, 2023 | | 10.78 | | Debt Modification Agreement with Note Holder, dated May 5, 2023 | | 10.79 | | Form of Closing Agreement with TRITON FUNDS LP, dated September 18, 2023 | | 10.80 | | Form of Option Agreement dated June 4, 2021 | | 10.81 | * | 8% Convertible Note of Bioxytran, Inc. to Lender in the Principal Amount of $61,500 dated March 15, 2024 | | 10.82 | * | Securities Purchase Agreement between Bioxytran, Inc. and Lender, dated March 15, 2024 | | 14.1 | | Code<br> of Ethics | | 16.1 | | Letter<br> from Pinnacle Accountancy Group of Utah, dated March 7, 2023 to the Securities and Exchange Commission regarding statements included<br> in this Form 8-K. | | 19.1 | | Insider Trading Policy | | 21.1 | | Subsidiaries<br> of the Registrant (Incorporated by reference as Exhibit 21.1 to the Company’s Registration Statement on Form S-1 (File No.<br> 333-154912) filed with the SEC on November 29, 2018) | | 21.2 | | Description<br> of Securities | | 21.3 | | Amendment<br> to Subsidiary’s Certificate of Corporation, dated April 29, 2020 | | 21.4 | | Certificate<br> of Incorporation Foreign (BVI) Subsidiary | | 21.5 | | Certificate<br> of Incorporation Foreign (India) Subsidiary | | 31.1 | * | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | 31.2 | * | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |

| 37 |

| --- | | Exhibit Number | | Description | | --- | --- | --- | | 32 | ** | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | 100 | * | The<br> following financial statements from the Annual Report on Form 10-K of BIOXYTRAN, Inc. for the year ended December 31, 2023 formatted<br> in XBRL: (i) Condensed Balance Sheets (unaudited), (ii) Condensed Statements of Operations (unaudited), (iii) Condensed Statements<br> of Cash Flows (unaudited), and (iv) Notes to Condensed Financial Statements (unaudited), tagged as blocks of text. | | 101.INS | | Inline<br> XBRL Instance Document | | 101.SCH | | Inline<br> XBRL Taxonomy Extension Schema Document | | 101.CAL | | Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF | | Inline<br> XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB | | Inline<br> XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE | | Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document | | 104 | | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) | | * | | Filed<br> as an exhibit hereto. | | ** | | These<br> certificates are furnished to, but shall not be deemed to be filed with, the Securities and Exchange Commission. |

| 38 |

| --- |

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BIOXYTRAN, INC.
Dated:<br> March 22, 2024	By:	/s/ David Platt
		David<br> Platt
		President<br> and Chief Executive Officer (Principal Executive Officer)
		/s/ Ola Soderquist
		Ola<br> Soderquist
		Chief<br> Financial Officer, Secretary & Treasurer
		(Principal Accounting<br> Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below this twenty-second day of March 2024, by the following persons on behalf of the registrant and in the capacities indicated.

Signature	Title
/s/ David Platt, Ph.D.	Chairman<br> of the Board of Directors
David<br> Platt, Ph.D.
/s/ Dale H. Conaway, DVM	Director
Dale<br> H. Conaway
/s/ Hana Chen-Walden, MD.	Director
Hana<br> Chen-Walden, MD
/s/ Alan M. Hoberman, Ph.D.	Director
Alan<br> M. Hoberman
/s/ Anders Utter	Director
Anders<br> Utter

---

| 39 |

| --- |

---

BIOXYTRAN,

INC. FINANCIAL STATEMENTS

FOR

THE YEARS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022

TABLE

OF CONTENTS

	Page
Report<br> of Independent Registered Public Accounting Firm	F-2
Financial Statements
Balance<br> Sheets for the years ended December 31, 2023 and December 31, 2022	F-3
Statements<br> of Operations for the years ended December 31, 2023 and December 31, 2022	F-4
Statement<br> of Changes in Stockholders’ Deficit for the years ended December 31, 2023 and December 31, 2022	F-5
Statement<br> of Cash Flows for the years ended December 31, 2023 and December 31, 2022	F-6
Notes<br> to Financial Statements for the years ended December 31, 2023 and December 31, 2022	F-7<br> – F-19

| F-1 |

| --- |

REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of Bioxytran, Inc.

---

Opinionon the Financial Statements

We have audited the accompanying consolidated balance sheets of Bioxytran, Inc. as of December 31, 2023 and 2022, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

---

SubstantialDoubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

---

Basisfor Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/S/ BF Borgers CPA PC

BF

Borgers CPA PC (PCAOB ID 5041 )

We have served as the Company’s auditor since 2023

Lakewood, CO

March 22, 2024

| F-2 |

| --- |

BIOXYTRAN,

INC.

CONSOLIDATED

BALANCE SHEETS

DECEMBER

31, 2023 AND DECEMBER 31, 2022

			December 31,<br><br> <br>2022
ASSETS
Current assets:
Cash	26,086		$	295,401
Total current assets	26,086			295,401
Intangibles, net	111,552			75,535
Total assets	137,638		$	370,936
LIABILITIES AND STOCKHOLDERS’<br> DEFICIT
Current liabilities:
Accounts payable and accrued<br> expenses	296,312		$	749,395
Accounts payable related<br> party	2,000			709,727
Un-issued shares liability	510,284			960
Un-issued shares liability<br> related party	515,904			38,400
Un-issued shares liability	515,904			38,400
Loan from related party	25,000			—
Convertible<br> notes payable, net of premium and discount	1,900,000			2,165,000
Total current liabilities	3,249,500			3,663,482
Total liabilities	3,249,500			3,663,482
Commitments and contingencies	—			—
Stockholders’ deficit:
Preferred stock, 0.001<br> par value; 50,000,000 shares authorized, nil issued and outstanding	—			—
Common stock, 0.001 par<br> value; 300,000,000 shares authorized; 145,642,333 and 123,252,235 issued and outstanding as at December 31, 2023 and 2022, respectively	145,642			123,252
Additional paid-in capital	12,920,984			8,392,430
Non-controlling interest	(680,886	)		(590,628	)
Accumulated<br> deficit	(15,497,602	)		(11,217,600	)
Total stockholders’ deficit	(3,111,862	)		(3,292,546	)
Total liabilities and<br> stockholders’ equity	137,638		$	370,936

All values are in US Dollars.

See

the accompanying notes to these consolidated financial statements

| F-3 |

| --- |

BIOXYTRAN,

INC.

CONSOLIDATED

STATEMENTS OF OPERATIONS

FOR

THE YEARS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022

	Year<br> ended
	December 31,<br><br> <br>2023			December 31,<br><br> <br>2022
Operating expenses:
Research and<br> development	$	1,149,209		$	977,768
General and administrative		2,463,386			933,742
General and administrative<br> related party		10,000			44,220
Compensation<br> expense		197,552			178,382
Total operating expenses		3,820,147			2,134,112
Loss from operations		(3,820,147	)		(2,134,112	)
Other expenses:
Interest expense		(193,191	)		(207,117	)
Amortization of Intellectual<br> Property		(8,285	)		(3,644	)
Debt<br> discount amortization		(348,637	)		(312,431	)
Total other expenses		(550,113	)		(523,192	)
Net loss before provision for income taxes		(4,370,260	)		(2,657,304	)
Provision<br> for income taxes		—			—
Net loss		(4,370,260	)		(2,657,304	)
Net loss attributable to<br> the non-controlling interest		90,258			193,372
NET<br> LOSS ATTRIBUTABLE TO BIOXYTRAN	$	(4,280,002	)	$	(2,463,932	)
Loss per common share,<br> basic and diluted	$	(0.03	)	$	(0.02	)
Weighted average number<br> of common shares outstanding, basic and diluted		134,224,825			115,139,380

See

the accompanying notes to these consolidated financial statements

| F-4 |

| --- |

BIOXYTRAN,

INC.

CONSOLIDATED

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR

THE YEAR ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022

****	Shares		Amount		Shares		Amount		Common		Preferred		Deficit		****	Interest		****	(Deficit)
	Common Stock				Preferred Stock				Additional<br><br> <br>Paid in Capital				Accumulated		****	Non-controlling		****	Total Shareholder’s Equity		****
****	Shares		Amount		Shares		Amount		Common		Preferred		Deficit		****	Interest		****	(Deficit)
January 1, 2022	****	110,840,998	$	110,841	****	—	****	—	$	5,881,876	$	—	$	(8,753,668	)	$	(397,256	)	$	(3,158,207	)
Stock<br> transactions		1,556,250		1,556		-		-		648,444										650,000
Stock<br> subscription		—		—						30,000										30,000
Shares<br> issued related party - 2021 Plan		280,000		280						45,560										45,840
Shares<br> issued - 2021 Plan		354,000		354						92,828										93,182
Shares<br> issued for the conversion of notes payable and accrued interest		6,081,484		6,081						1,514,290										1,520,371
Issuance<br> of warrants		—		—						190,335										190,335
Forfeiture<br> of warrants		—		—						(6,763)										(6,763	)
Conversion<br> of warrants		4,139,503		4,140						(4,140)										—
Net<br> loss attributable to non-controlling interest																	(193,372	)		(193,372	)
Net<br> loss		-		-				-		-		-		(2,463,932	)		-			(2,463,932	)
December 31, 2022	****	123,252,235	$	123,252	****	—	****	—	$	8,392,430	$	—	$	(11,217,600	)	$	(590,628	)	$	(3,292,546	)
Balance	****	123,252,235	$	123,252	****	—	****	—	$	8,392,430	$	—	$	(11,217,600	)	$	(590,628	)	$	(3,292,546	)
Stock<br> transactions		4,630,870		4,631		-				530,730										535,361
Stock<br> subscription		—		—						15,000										15,000
Shares<br> issued related party - 2021 Plan		463,163		463						112,776										113,239
Shares<br> issued - 2021 Plan		534,815		535						82,855										83,390
Shares<br> issued for the conversion of accounts payable related party		12,588,303		12,588						2,938,091										2,950,679
Shares<br> issued for the conversion of accounts payable		1,737,656		1,738						186,312										188,050
Shares<br> issued for the conversion of notes payable and accrued interest		2,435,291		2,435						314,153										316,588
Issuance<br> of warrants		—		—						348,637										348,637
Net<br> loss attributable to non-controlling interest																	(90,258	)		(90,258	)
Net<br> loss		-		-				-		-		-		(4,280,002	)		-			(4,280,002	)
December 31, 2023	****	145,642,333	$	145,642	****	—	****	—	$	12,920,984	$	—	$	(15,497,602	)	$	(680,886	)	$	(3,111,862	)
Balance	****	145,642,333	$	145,642	****	—	****	—	$	12,920,984	$	—	$	(15,497,602	)	$	(680,886	)	$	(3,111,862	)

See

the accompanying notes to these consolidated financial statements

| F-5 |

| --- |

BIOXYTRAN,

INC.

CONSOLIDATED

STATEMENT OF CASH FLOWS

FOR

THE YEAR ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022

	Year<br> Ended
	December 31,<br><br> <br>2023			December 31,<br><br> <br>2022
CASH FLOWS FROM OPERATING<br> ACTIVITIES:
Net loss	$	(4,370,260	)	$	(2,657,304	)
Adjustments to reconcile<br> net loss to net cash used in operating activities:
Amortization of debt discount,<br> incl. issuance of warrants		348,637			312,431
Amortization of Intellectual<br> Property		8,285			3,644
Stock-based compensation<br> expense		197,552			178,382
Interest paid in conversion<br> of note payable		51,588			53,371
Changes in operating assets and liabilities:
Shares due for debt conversion		500,000			—
Shares due for debt conversion<br> related party		485,904			—
Accounts payable and accrued<br> expenses		(265,033	)		125,079	)
Accounts<br> payable related party		2,267,952			178,727
Net cash used in operating activities		(775,375	)		(1,805,670	)
CASH FLOWS FROM INVESTING<br> ACTIVITIES:
Investment<br> in intangibles		(44,301	)		(32,247	)
Net cash used in investing activities		(44,301	)		(32,247	)
CASH FLOWS FROM FINANCING<br> ACTIVITIES:
Proceeds from issuance<br> of convertible notes payable		—			1,380,960
Proceeds<br> from stock transactions		550,361			680,000
Net cash provided by financing activities		550,361			2,060,960
Net increase in cash		(269,315	)		223,043
Cash, beginning of<br> period		295,401			72,358
Cash, end of period	$	26,086		$	295,401
SUPPLEMENTAL DISCLOSURES<br> OF CASH FLOW INFORMATION:
Interest<br> paid	$	52,425		$	104,850
Income<br> taxes paid		—			—
NON-CASH INVESTING &<br> FINANCING ACTIVITIES:
Issuance of warrants		348,637			190,335
Forfeiture of warrants		—			(6,763	)
Debt discount on convertible<br> note		—			128,859
Common shares issued for<br> the conversion of notes payable and accrued interest		316,588			1,520,371
Common shares issued for<br> the conversion of accounts payable related party		2,950,679			—
Common shares issued for<br> the conversion of accounts payable	$	188,050		$	—

See

the accompanying notes to these consolidated financial statements

| F-6 |

| --- |

BIOXYTRAN,

INC.

NOTES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS

AT DECEMBER 31, 2023 AND DECEMBER 31, 2022

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. If it is not addressed, lack of oxygen to tissues, or hypoxia, results in necrosis, which is the death of cells comprising body tissue. Necrosis cannot be reversed. Our lead drug candidate, code named BXT-25, is an oxygen-carrying small molecule consisting of bovine hemoglobin stabilized with a co-polymer with intended applications to include treatment of hypoxic conditions in the brain resulting from stroke, and hypoxic conditions in wounds to prevent necrosis and to promote healing. The Company’s initial focus is the treatment of hypoxic conditions in the brain resulting from stroke, and hypoxic conditions in wounds to prevent necrosis and to promote healing. The Company’s approach potentially will result in the creation of safe drug alternatives to existing therapies for effectively addressing hypoxic conditions in humans. Our drug development efforts are guided by specialists in co-polymer chemistry and other disciplines, and we intend to supplement our efforts with input from a scientific and medical advisory board whose members are leading physicians.

Our Subsidiary, Pharmalectin, Inc. (“Pharmalectin” or the “Subsidiary”) is pursuing their work with a candidate named, ProLectin, a complex polysaccharide derived from pectin that binds to, and blocks the activity of galectin-1, 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 se. 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.

Our Foreign Subsidiary, Pharmalectin (BVI), Inc. (“Pharmalectin BVI”) 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, 2021, the name was changed to Pharmalectin, Inc. There are currently 29,410,000 issued and outstanding shares; 15,000,000 shares of Common Stock (51%) are held by Bioxytran and 14,410,000 shares of Common Stock (49%) are held by an affiliate where the beneficial ownership includes Mike Sheikh, Ola Soderquist and David Platt. Additionally, there are 1,358,466 options outstanding, held by a third party. The option agreement includes provisions for dilutive issuance, cash-less exercise and a conditional conversion right to shares of Common Stock in Bioxytran at a fixed conversion rate of 1.18864 shares per option share.

Pharmalectin

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

Pharmalectin India

was organized on August 30, 2022 as an Indian Business Corporation with an India corporate

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

| F-7 |

| --- |

Basis

of Presentation

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) in all material respects and have been consistently applied in preparing the accompanying consolidated financial statements. The Company has not earned any revenue from operations since inception. The Company chose December 31^st^ as its fiscal year end.

Principles

of Consolidation

The accompanying consolidated financial statements include the accounts of Bioxytran, Inc. a Nevada Corporation, its majority owned subsidiary, Pharmalectin, Inc. of Delaware (collectively, the “Company”), as well as its wholly owned subsidiaries, Pharmalectin (BVI), Inc of British Virgin Islands and Pharmalectin India Pvt Ltd. All intercompany accounts have been eliminated upon consolidation.

---

NOTE

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Cash

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

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 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

December 31, 2023, we would, based on the market price of $0.15/share, be obligated to issue approximately 16,336,608 shares of Common Stock upon conversion of the currently outstanding convertible notes (the “2021 Notes”) and 1,342,030 shares upon exercise of outstanding warrants and 335,000 shares upon exercise of outstanding stock options. For the New Notes, the shares total is based on $2,123,759 of currently outstanding principal and unpaid interest. At December 31, 2022, we would, based on the market price of $0.48/share,be obligated to issue approximately 17,689,085 shares of Common Stock upon conversion of the currently outstanding convertible notes (the “New Notes”) and 492,030 shares upon exercise of the warrants and 524,000 shares upon exercise of outstanding stock options. For the New Notes, the shares total is based on $2,299,581 of currently outstanding principal and unpaid interest.

The 2021 1-year notes (the “2021 Notes”), extended thorough May 2023, have an interest rate of 6% and are convertible at the lower of (i) a fixed price of $0.13, or (ii) if the market price at the date of conversion is below $0.13, the conversion price will be reduced with 120% of the price difference.

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 in the same expense classifications in the statements of operations, as if such amounts were paid in cash.

| F-8 |

| --- |

---

IncomeTaxes

The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or be settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion of the gross deferred tax asset will not be realized. The Company records interest and penalties related to income taxes as a component of provision for income taxes. The Company did not recognize any interest and penalty expense for the years ended December 31, 2023 and 2022.

On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the change was signed into law. Accordingly, the Company adjusted its deferred tax assets and liabilities at December 31, 2017, using the new corporate tax rate of 21 percent. See Note 10.

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. During the year ended December 31, 2023 the Company incurred $1,149,209in research and development expenses, while during the year ended December 31, 2022 the Company incurred $977,768.

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 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.

| F-9 |

| --- |

---

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.

RecentAccounting Pronouncements

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

NOTE

3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As

at December 31, 2023, the Company had cash of $26,086 and a negative working capital of $3,223,414. As at December 31, 2023, the Company has not yet generated any revenues, and has incurred cumulative net losses of $15,497,602. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

During

the year ended December 31, 2023, the Company raised $550,361 in private placements. During the same period in 2022, the Company raised $550,361 in private placements and $1,380,960 from issuance of convertible notes. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of May 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 consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

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 maintenance cost for each license amounts to $5,000 yearly. In 2022, the Company also reimbursed the affiliates for the legal and administrative costs surrounding the establishment of the Licenses for a total amount of $34,220.

---

| F-10 |

| --- |

---

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 years ended December 31, 2023 and 2022.

Amortization of capitalized patent costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at the award date, which varies depending on the pendency period of the application, generally approximating seventeen years. The current patent application is still in process, and is therefore not yet amortized.

SCHEDULE

OF INTANGIBLES

	Estimated Remaining<br> <br>Life (years)		December 31,<br><br> <br>2023			December 31,<br><br> <br>2022
Capitalized patent costs		17	$	123,480		$	79,179
Accumulated amortization				(11,929	)		(3,644	)
Intangible assets,<br> net			$	111,552		$	75,535

NOTE

6 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

---

On

December 31, 2023, there was $2,000 in Accounts Payables to related parties in form of payroll and advanced expenses. On December 31, 2022 there was $709,727 in Accounts Payables to related parties.

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

SCHEDULE

OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

	December 31,<br><br> <br>2023		December 31,<br><br> <br>2022
Accounts payable related party<br> (1)	$	2,000	$	709,727
Professional fees		70,895		393,085
Interest		223,759		134,581
Payroll taxes		—		40,182
Pension/401K		—		180,557
Other accounts payable		1,658		990
Un-issued shares related party (2)		515,904		38,400
Un-issued shares		510,284		960
Loan from Related Party (3)		25,000		—
Convertible note payable		1,900,000		2,165,000
Total	$	3,249,500	$	3,663,482
(1)	$2,000<br> due to the CFO in expenses at December 31, 2023, while there was $286,900 to the CEO, $269,400<br> to the CFO and $153,427 to the CCO in salary and expenses at December 31, 2022.
---	---
(2)	The<br> amount is to be converted into shares of Common Stock whereof $30,000 is to our Directors<br> for their attendance in board and committee meetings during the fourth quarter of 2023 and<br> $485,904 to the Company’s officers for conversion of outstanding salaries and expenses.
(3)	On<br> September 23, 2023, the Company received an interest free loan from an affiliated Company.

NOTE

7 – CONVERTIBLE NOTES PAYABLE

Private

Placement, 2021 Notes currently outstanding

Around

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

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

| F-11 |

| --- |

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

On May 5, 2023, three (3) of the Notes were renegotiated; the interest was set to 10%, a prepayment at 120% was included and the Notes extended until April 30, 2024.

At December 31, 2023 and 2022, the outstanding convertible notes were as follows:

SCHEDULE

OF OUTSTANDING CONVERTIBLE NOTES

Name		Principal<br> due		Accrued<br> interest		Total<br><br> amount due
		December<br> 31, 2022
Notes sold in exchange for cash	(1)	$	1,165,000	$	34,471	$	1,199,471
Note issued in exchange<br> for defaulted Old Notes	(2)		1,000,000		100,110		1,100,110
		$	2,165,000	$	134,581	$	2,299,581
		December<br> 31, 2023
---	---	---	---	---	---	---	---
Notes sold in exchange for cash	(3)	$	900,000	$	63,814	$	963,814
Note issued in exchange<br> for defaulted Old Notes			1,000,000		159,945		1,159,945
		$	1,900,000	$	223,759	$	2,123,759
(1)	Net<br>cash received for these notes were $1,045,150, after a Debt Discount of $119,850 was paid to the sole Placement Agent: WallachBeth Capital,<br>LLC (Member FINRA / SIPC).
---	---
(2)	All<br>earlier issued Notes were paid off and assumed by a different entity/company. Portions of the balance was forgiven and a new note of<br>$1,000,000 was issued to a third party.
(3)	During<br> 2023 a total of $316,588 (whereof $51,588 in interest) was converted into 2,435,291 shares of Common Stock.

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.

SCHEDULE

OF CONVERTIBLE CONVERSION OF ACCRUED INTEREST AND PRINCIPAL

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

---

| F-12 |

| --- |

---

NOTE

8 – STOCKHOLDERS’ EQUITY

Preferred

stock

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

Common

stock

Issuances in 2022
On<br> August 15, 2022 1,400,000 shares were sold in a private placement for an amount of $600,000, or $0.43/share.
On<br> 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<br> interest of $53,371, or $0.25/share.
On<br> September 8, 2022, 4,139,503 shares of Common Stock were issued in exchange against four outstanding warrants including provisions<br> for dilutive issuance and cashless exercise.
On<br> November 28, 2022, 156,250 shares were sold in a private placement for an amount of $50,000, or $0.32/share.
For<br> the year ended December 31, 2022, a net of 634,000 shares of Common Stock were awarded, at an average cost per share of $0.22, under<br> the 2021 Stock Plan for a total value of $139,022.
Stock subscription 2022
On<br> December 29, 2022, the company received $30,000 in a private placement at $0.32/share. At December 31, 2022, the amount is included<br> in Stockholders Equity as Stock Subscription.
Issuances in 2023
On<br> January 4, 2023 the Company issued 93,750 shares of Common Stock against $30,000 included in Stockholders Equity as Stock Subscription<br> at December 31, 2022, or $0.32/share.
On<br> February 10, 2023 the Company issued 156,250 shares of Common Stock against $50,000, or $0.32/share.
On<br> April 14, 2023 the Company issued 137,656 shares of Common Stock were against third-party supplier invoices amounting to $44,050,<br> or $0.32/share.
On<br> April 14, 2023 the Company issued 6,763,562 shares of Common Stock to offset the affiliate against invoices paid on behalf of the<br> Company and accrued salaries to our Officers, for a total value of $2,164,340., or $0.32/share.
On<br> April 18, 2023 the Company issued 78,125 shares of Common Stock against $25,000, or $0.32/share.
On<br> May 15, 2023 the Company issued 114,286 shares of Common Stock against $40,000, or $0.32/share.
On<br> May 17, 2023 the Company issued 522,138 shares of Common Stock in a conversion a note for a value of $67,878 in principal and interest,<br> or $0.13/share.
On<br> June 26, 2023 the Company issued 803,292 shares of Common Stock in a conversion a note for a value of $104,428 in principal and interest,<br> or $0.13/share.
On<br> July 26, 2023, the Company issued 500,000 shares of Common Stock against $100,000, or $0.20/share.
On<br> 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<br> 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<br> 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<br> August 30, 2023 the Company issued 1,109,861 shares of Common Stock in a conversion a note for a value of $144,282 in principal and<br> interest, or $0.13/share.
On<br> September 14, 2023, 5,824,741 shares of Common Stock were exchanged by the Company’s officers for invoices and salary past<br> due in the amount of $786,340, or $0.135/share.
On<br> September 19, 2023, the Company issued 200,000 shares of Common Stock against $27,000, or $0.135/share.
On<br> September 19, 2023, the Company issued 370,370 shares of Common Stock against $50,000, or $0.135/share.
On<br> October 16, 2023 1,000,000 shares were issued in an anticipated S-1 sale. The shares were returned to treasury on January 19, 2024,<br> but are at year end included in the Common Stock and reversed in Additional Paid in Capital (“APIC”) at par, $0.001.
For<br> the year ended December 31, 2023, a net of 997,978 shares of Common Stock were awarded, at an average cost per share of $0.197, under<br> the 2021 Stock Plan for a total value of $196,628.
Stock subscription 2023
On<br> December 22, 2023, the company received $45,000 in a private placement at $0.135/share. At December 31, 2023, the amount is included<br> in Stockholders Equity as Stock Subscription.

As

at December 31, 2023, the Company has 145,642,333 shares of Common Stock issued and outstanding. At December 31, 2022 there were 123,252,235 shares of Common Stock issued and outstanding.

| F-13 |

| --- |

---

Common

Stock Warrants

The fair value of stock warrants granted for the year ended December 31, 2023 and 2022 was calculated with the following assumptions:

SCHEDULE OF STOCK WARRANTS VALUATION ASSUMPTIONS

	2023			2022
Risk-free interest rate		4.29<br> – 4.95	%		1.37<br> – 4.45	%
Expected dividend yield		0	%		0	%
Volatility factor (monthly)		149.39	%		155.52	%
Expected life of warrant		5<br> years			5<br> years

For

the year ended December 31, 2023 the Company awarded 800,000 warrants, valued at $348,637. For the year ended December 31, 2022 the Company awarded 492,030 warrants, valued at $190,335, while 22,000 warrants were retired, valued at $6,763, and 4,139,503 shares of Common Stock were issued in a cashless exercise.

The following table summarizes the Company’s Common Stock warrant activity for the year ended December 31, 2023 and 2022:

SCHEDULE OF WARRANT ACTIVITY

	Number of Warrants ^*^			Weighted<br> Average<br> Exercise Price		Weighted<br> Average<br> Remaining<br> Expected Term
Outstanding as at January 1, 2022		272,000			2.00		3.7
Granted		492,030			0.26		5.0
Exercised		(200,000	)		2.00		—
Forfeited/Cancelled		(22,000	)		2.00		—
Outstanding as at December 31, 2022		542,030		$	0.42		4.1
Granted		800,000			0.20		5.0
Exercised		—			—		—
Forfeited/Cancelled		—			—		—
Outstanding as at December 31, 2023		1,342,030		$	0.29		3.8
*	The<br> warrant agreements issued in 2019 for a total of 50,000 warrants include provisions for dilutive issuance and cash-less exercise.<br> If exercised at December 31, 2023 the provisions would have resulted in an issuance of 1,130,114<br> shares at an average conversion price of $0.09, or 817,622 shares in a cash-less exercise.<br> In order to mitigate the Company’s risk an administrative hold has been placed on one shareholder’s stock in the event<br> of future exercise.
---	---

The

following table summarizes information about stock warrants that are vested or expected to vest at December 31, 2023 with a market price of $0.15 at December 31, 2023:

SCHEDULE

OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS

		Warrants<br> Outstanding								Exercisable<br> Warrants
Number<br> of Warrants		Weighted<br><br> Average<br> Exercise<br> Price<br> Per Share		Weighted<br> Average Remaining Contractual Life (Years)		Aggregate<br> Intrinsic Value		Number<br> of Warrants		Weighted<br> Average Exercise Price Per Share		Weighted<br> Average Remaining Contractual Life (Years)		Aggregate<br> Intrinsic<br> Value
	1,342,030	$	0.29		3.8	$	—		1,342,030	$	0.29		3.8	$	—

The

weighted-average remaining contractual life for warrants exercisable at December 31, 2023 is 3.8 years. The aggregate intrinsic value for fully vested, exercisable warrants was $0 at December 31, 2023.

The following table sets forth the status of the Company’s non-vested warrants as at December 31, 2023, there were no warrants issued for the year ended at December 31, 2022.

SCHEDULE

OF NON-VESTED WARRANTS

	Number<br> of Warrants		Weighted-<br> Average Grant-Date Fair Value per share
Non-vested as at December 31, 2022		—	$	—
Granted		800,000		0.20
Forfeited/Cancelled		—		—
Vested		800,000		0.20
Non-vested as at December 31, 2023		—	$	—

| F-14 |

| --- |

---

NOTE

9 – STOCK OPTION PLAN AND STOCK-BASED COMPENSATION

On January 15, 2021, the Company adopted a stock option plan entitled “The 2021 Stock Plan” (2021 Plan) under which the Company may grant Options to Purchase Stock, Stock Awards or Stock Appreciation Rights up to 15% of the then fully diluted number of shares of the Company’s Common Stock, automatically adjusted on January 1 each year.

As

at December 31, 2023, there were 335,000 outstanding stock options valued at historic fair market value of $155,505 and a cumulative 5,288,687 shares issued valued at a fair historic market value of $99,910 at the time of award. As at December 31, 2022, there was “The 2010 Stock Plan” under this plan there were 524,000 outstanding stock options with a fair historic market value of $173,362 and a cumulative 4,290,709 shares issued with a negative (historically awarded “expensive” stock was returned to treasury in 2021) fair historic market value of $97,272 at the time of award.

Under the terms of the stock plans, 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.

Shares

Awarded and Issued 2021 Plan:

---

Shares awarded in 2022
On<br> January 10, 2022, the Company granted 40,000 shares of Common Stock to four Board Members in reward of their attendance at Board<br> 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.<br> The shares were issued on August 1, 2022
On<br> February 18, 2022, the Company granted 100,000 shares of Common Stock to two Consultants in reward of their assistance for the product<br> 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<br> shares were issued on August 1, 2022
On<br> April 1, 2022, the Company granted 10,000 shares to a Medical Advisory Board Member for her contribution to the Company during the<br> 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<br> August 1, 2022
On<br> April 1, 2022, the Company granted 70,000 shares to four Board Members in reward of their attendance at Board and Committee meetings<br> 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<br> issued on August 1, 2022.
On<br> April 11, 2022, the Company granted 250,000 shares to three Consultants for the management of our clinical trials in India. The total<br> 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<br> August 1, 2022, the Company issued 82,000 shares to four Board Members in reward of their attendance at Board and Committee meetings<br> during the second quarter of 2022. The total fair market value at the time of the award was $26,240, or $0.32/share.
On<br> October 28, 2022, the Company granted 82,000 shares to four Board Members in reward of their attendance at Board and Committee meetings<br> during the third quarter of 2022. The total fair market value at the time of the award was $33,292, or $0.406/share. The shares were<br> issued on December 19, 2022.
Shares awarded in 2023
On<br> 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<br> members of the Board of Directors as compensation for their participations of Board and Committee meetings in the fourth quarter<br> of 2022 and in the first quarter of 2023, for a total of $50,200.
On<br> April 19, 2023, the Company granted 4,000 shares with an average fair market value of $0.45/share to a Scientific Advisory Board<br> Member for his contribution in the fourth quarter of 2022 and in the first quarter of 2023, for a total of $1,790.
On<br> 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<br> members of the Board of Directors as compensation for their participations of Board and Committee meetings in the second quarter<br> of 2023, for a total of $17,940.
On<br> August 4, 2023, the Company granted 477,000 shares with an average fair market value of $0.15/share to a Scientific Advisory Board<br> 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.
On<br> October 27, 2023, the Company issued 233,163 shares, with an average fair market value of $0.193/share at the time of award, to three<br> members of the Board of Directors as compensation for their participations of Board and Committee meetings in the third quarter of<br> 2023, for a total of $45,000.
On<br> October 27, 2023, the Company granted 53,815 to three (3) advisory board members for their contribution during the third quarter<br> of 2023 at a value of $10,386, or $0.193/share.

| F-15 |

| --- | | Un-issued shares | | --- | | At<br> December 31, 2023, there are accruals of 211,269 shares to the Board of Directors as compensation for their participations of Board<br> and Committee meetings in the fourth quarter of 2023 at a value of $30,000, or $0.142/share. | | At<br> December 31, 2023, there are accruals of 72,423 to three (3) advisory board members for their contributions during the fourth quarter<br> of 2023 at a value of $10,284, or $0.142/share. |

For

the year ended December 31, 2023, the Company recorded stock-based compensation expense of $197,552 in connection with share-based payment awards. For the year ended December 31, 2022, the Company recorded stock-based compensation expense of $178,382 in connection with share-based payment awards.

Totalnumber of shares awarded from the 2021 Plan

SCHEDULE

OF FAIR MARKET VALUE

	Number<br> of<br> Shares		Fair<br> Value<br> per Share		Weighted<br> Average<br> Market Value per Share
Shares Issued as of January 1, 2022		3,656,709		$0.001<br> – 0.55	$	(0.06	)
Shares Issued		634,000		0.16<br> – 0.41		0.22
Shares Issued as of December 31, 2022		4,290,709		$0.001<br> – 0.55	$	(0.02	)
Shares Issued		997,978		0.15<br> – 0.48		0.20
Shares Issued as of December 31, 2023		5,288,687		$0.001<br> – 0.55	$	0.02

Stock

options granted and vested 2021 Plan:

---

For

the year ended December 31, 2023, there were no options awarded under the 2021 Stock Plan. However, 189,000 options were forfeited. For the year ended December 31, 2022, there were no options awarded under the 2021 Stock Plan. However, 144,000 options were forfeited.

As at December 31, 2023, there was no unrecognized compensation expense related to non-vested stock option awards. The following table summarizes the Company’s stock option activity for the year ended December 31, 2023 and 2022:

SCHEDULE

OF STOCK OPTIONS ACTIVITY

	Number of Options		****	Exercise Price per Share		Weighted Average Exercise Price per Share
Outstanding<br> as of January 1, 2022		668,000		$	0.001<br> - 1.21	$	0.71
Granted		—			0.001<br> - 0.20		0.20
Exercised		—			—		—
Options<br> forfeited/cancelled		(144,000	)		0.31<br> – 1.21		0.81
Outstanding<br> as of December 31, 2022		524,000		$	0.001<br> – 0.95	$	0.44
Granted		—			—		—
Exercised		—			—		—
Options<br> forfeited/cancelled		(189,000	)		0.001<br> – 0.32		0.09
Outstanding<br> as of December 31, 2023		335,000		$	0.001<br> – 0.95	$	0.62

The following table summarizes information about stock options that are vested or expected to vest at December 31, 2023:

SCHEDULE

OF STOCK OPTION VESTED

			Options<br> Outstanding								Exercisable<br> Options
Exercise<br> Price			Weighted<br> Average Exercise Price Per Share		Weighted<br> Average Remaining Contractual Life (Years)		Aggregate<br> Intrinsic Value		Number<br> of Options		Weighted<br> Average Exercise Price Per Share		Weighted<br> Average Remaining Contractual Life (Years)		Aggregate<br> Intrinsic Value
$	0.001	45,000	$	0.001		0.83	$	6,750		45,000	$	0.001		0.83	$	6,750
	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	335,000	$	0.62		0.54	$	6,750		335,000	$	0.62		0.54	$	6,750

All values are in US Dollars.

The

weighted-average remaining estimated life for options exercisable at December 31, 2023, is 0.54 years.

| F-16 |

| --- |

The

aggregate intrinsic value for fully vested, exercisable options was $6,750 at December 31, 2023. The actual tax benefit realized from stock option exercises for the year ended at December 31, 2023 and 2022, was $0 as no options were exercised.

As

at December 31, 2023, the Company has 17,920,314 options or stock awards available for grant under the 2021 Plan.

---

NOTE

10 – NON-CONTROLLING INTEREST

SCHEDULE

OF NON CONTROLLING INTEREST

	December 31,<br><br> <br>2023			December 31,<br><br> <br>2022
Net loss Subsidiary		(333,630	)		(817,151	)
Net loss attributable<br> to the non-controlling interest		90,258			193,372
Net loss affecting Bioxytran		(243,372	)		(623,780	)
Accumulated losses		(3,927,917	)		(3,594,287	)
Accumulated losses attributable<br> to the non-controlling interest		841,836			751,578
Accumulated losses affecting Bioxytran		(3,086,081	)		(2,842,709	)
Net equity non-controlling interest		(680,886	)		(590,628	)

As

at December 31, 2023, are 29,410,000 issued and outstanding shares; 15,000,000 Common shares (51%) are held by Bioxytran and 14,410,000 Common shares (49%) are held by an affiliate where the beneficial ownership includes Mike Sheikh, Ola Soderquist and David Platt.

Further,

an additional 1,358,466 options exercisable at $0.33 are held by a third party. The option agreement includes provisions for dilutive issuance, cash-less exercise and a conditional conversion right to shares of Common Stock in Bioxytran at a fixed conversion rate of 1.18864 shares per option share if Bioxytran’s ownership gets below 51%.

If

exercised at December 31, 2023, the provisions would have resulted in an issuance of 6,021,967 shares of Common Stock in Bioxytran at an average conversion price of $0.08849, or 4,541,801 shares in a cash-less exercise.

NOTE

11 – PROVISION FOR INCOME TAXES

Provision

for Income Taxes

During the year ended December 31, 2023 and 2022, no provision for income taxes was recorded as the Company generated net operating losses.

The tax effects of temporary differences that give rise to deferred tax assets are presented below:

SCHEDULE OF DEFERRED TAX ASSETS

	2023			2022
Deferred Tax Assets:
Net operating<br> loss carryforward	$	13,500,000		$	9,258,562
Total deferred tax assets		2,835,000			1,944,298
Valuation allowance		(2,835,000	)		(1,944,298	)
Deferred tax asset,<br> net of valuation allowance	$	—		$	—

A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:

SCHEDULE OF EFFECTIVE TAX RATE

Tax benefit at federal statutory<br> rate	(21.0	)%	(21.0	)%

The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the Company’s history of losses since inception, management believes that it is more likely than not those future benefits of deferred tax assets will not be realized.

| F-17 |

| --- |

At December 31, 2023, the Company had approximately $13,500,000 of federal net operating losses that may be available to offset future taxable income, At December 31, 2022, the Company had approximately $9,258,562 of federal net operating losses that may be available to offset future taxable income. $2,870 of the net operating loss carry forwards (NOL), if not utilized, will expire in 2037 for federal purposes, the remaining amount of NOL can be carried forward indefinitely. As at the fiscal year 2023, a deduction for issued warrants and stock options and restricted shares awarded from the 2021 Stock Plan for a total of $2,000,000 has not yet been made, for the fiscal year 2022 this total was $1,959,000. The market value less exercise price for these awards will be deducted if and when the warrants and stock options are exercised, while the restricted shares will be deducted at market value at the date they were awarded, once the restriction is removed.

Pursuant to the Internal Revenue Code Section 382 (“Section 382”), certain ownership changes may subject the net operating loss carryforwards (“carryforwards”) and research and development tax credit carryforwards to annual limitations which could reduce or defer the carryforwards. Section 382 imposes limitations on a corporation’s ability to utilize carryforwards if it experiences an ownership change. An ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. In the event of an ownership change, utilization of the carryforwards would be subject to an annual limitation under Section 382 determined by multiplying the value of its stock at the time of the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may be carried over to later years. The imposition of this limitation on its ability to use the carryforwards to offset future taxable income could cause the Company to pay U.S. federal income taxes earlier than if such limitation were not in effect and could cause such carryforwards to expire unused, reducing or eliminating the benefit of such carryforwards. The Company has not completed a Section 382 study to determine if there have been one or more ownership changes due to the costs associated with such a study. Until a study is completed and the extent of the limitations, if any, is able to be determined, no additional amounts have been written off or are being presented as an uncertain tax position.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2019 and future years, including a reduction in the U.S. federal corporate income tax rate to 21%, effective January 1, 2019.

The Company applies the provisions of ASC 740-10, Income Taxes. The Company has not recognized any liability for unrecognized tax benefits and does not believe there is any uncertainty with respect to its tax position. The Company’s policy with respect to unrecognized tax benefits is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending income tax examinations. Earlier years may be examined to the extent that tax credit or net operating loss carryforwards are used in future periods. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision.

---

NOTE

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

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

Litigation

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

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

---

| F-18 |

| --- |

---

NOTE

13 – SUBSEQUENT EVENTS

The Company has evaluated events from December 31, 2023, through the date the financial statements were issued. The events requiring disclosure for this period are as follows:

Common

Stock

2021 Stock Plan Reset
On<br> January 1, 2024, the 2021 Employee, Director and Consultant Stock Plan (the “2021 Plan”) was reset in accordance with<br> its stipulations. After the reset there are 20,854,918 shares in Common Stock awards available for grant.
Stock returned to treasury
On<br> January 19, 2024, the Company returned 1,000,000 shares of Common Stock into treasury. The shares outstanding at year end were included<br> in the value of Common Stock and reversed in Additional Paid in Capital (“APIC”) at par, $0.001.
Stock subscription
On<br> January 17, 2024, the Company issued 333,333 shares of Common Stock at a value of $45,000, or $0.135/share. The shares were included<br> as subscribed stock (APIC) in the financial statements at December 31, 2023.
Conversions of Notes, Options/Warrants and Debt
On<br> January 18, 2024, the Company issued 3,703,704 shares of Common Stock at a value of $500,000, or $0.135/share. The shares were included<br> as un-issued shares liability in the financial statements at December 31, 2023, after a conversion of accounts payable on October<br> 17, 2023.
On<br> January 22, 2024, the Company issued 8,950,474 shares of Common Stock in conversion of a note of $1,000,000 and $163,562 in interest,<br> or $0.13/share.
On<br> January 22, 2024, the Company issued 4,356,778 shares of Common Stock in a cash-less exercise in exchange for 5,066,264 shares in<br> Pharmalectin, Inc. at a fixed conversion rate at 1.18864 shares of Common Stock. The conversion cancels 1,358,466 option shares in<br> Pharmalectin Inc., with provisions for dilutive issuance and cash-less exercise.
Conversions of Notes, Options/Warrants and Debt related party
On<br> January 18, 2024, the Company issued 3,599,289 shares of Common Stock at a value of $485,904, or $0.135/share. The shares were included<br> as un-issued shares liability related party in the financial statements at December 31, 2023, after a conversion of salary and accounts<br> receivable on October 17, 2023.
On March 20, 2024, the Company issued 906,618 shares of Common Stock against<br>a principal of $100,000 from the remaining 2021 Note.
Sale of Convertible Promissory Note
On<br> March 15, 2024, the Company sold a convertible promissory note (the “2024 Note”) in a principal amount of $61,500<br> with 8%<br> interest to the lender. The Notes maturity date is March 15, 2025.<br><br> <br><br><br> <br>At<br> any time after the issue date of the notes, the holder of the note, have the option to convert all or any part of the outstanding<br> and unpaid principal amount and accrued and unpaid interest of the note into shares of our Common Stock at a conversion price of<br> $0.13/share. The underlying shares are currently eligible for resale under Rule 144.

Management sees no further subsequent events requiring disclosure.

| F-19 |

| --- |

Exhibit10.81

THISNOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THESECURITIES 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 UNDERTHE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THESECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TOSUCH EFFECT.

BIOXYTRAN,INC.

CONVERTIBLENOTE

Issuance Date: March 15, 2024	Original Principal Amount: $61,500

FORVALUE RECEIVED, in exchange for the principal amount and accrued interest of the existing notes set forth in Exhibit B along with the warrants issued with such existing notes, Bioxytran, Inc., a Nevada corporation (“Company”) hereby promises to pay to or upon the order of the Lender, or his registered assigns or successors-in-interest (the “Holder”) the principal sum of Sixty-one Thousand Five Hundred Dollars ($61,500), together with all accrued but unpaid interest thereon, if any, on the Final Maturity Date, to the extent such principal amount and interest have not been repaid or converted into shares of the Company’s Common Stock, $0,001 par value, (the “Common Stock”), in accordance with the terms hereof. Interest on the unpaid principal balance hereof shall accrue at the rate of 8% per annum from the date of original issuance hereof (the “Issuance Date”) until the Final Maturity Date, or such earlier date upon acceleration or by conversion, repayment or redemption in accordance with the terms hereof. Interest on this Note shall accrue daily commencing on the Issuance Date, shall be paid at the Final Maturity Date and shall be computed on the basis of a 360-day year, 30-day months and actual days elapsed and shall be payable in accordance with Section 2 hereof. Notwithstanding anything contained herein, this Note shall bear interest on the outstanding Principal Amount from and after the occurrence and during the continuance of an Event of Default, at the rate (the “Default Rate”) equal to the lower of eighteen percent (18%) per annum or the highest rate permitted by applicable law. Unless otherwise agreed or required by applicable law, payments will be applied first to any unpaid collection costs, then to unpaid interest and fees and any remaining amount to unpaid principal.

All payments of principal of and interest on this Note shall be made in lawful money of the United States of America by wire transfer of immediately available funds to such account as the Holder may from time to time designate by written notice in accordance with the provisions of this Note. This Note may not be prepaid in whole or in part except as specifically provided herein. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day (as defined below), the same shall instead be due on the next succeeding day which is a Business Day and such extension shall be taken into account in determining the amount of interest accrued on this Note.

The following terms and conditions shall apply to this Note:

1.Definitions.

(a) Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.

(b) For purposes hereof the following terms shall have the meanings ascribed to them below:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act of 1933, as amended.

“Bankruptcy Event” means any of the following events: (a) the Company or any material subsidiary commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Company or any material subsidiary thereof; (b) there is commenced against the Company or any material subsidiary any such case or proceeding that is not dismissed within 60 days after commencement; (c) the Company or any material subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered; (d) the Company or any material subsidiary suffers any appointment of any trustee, custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 days; (e) the Company or any material subsidiary makes a general assignment for the benefit of creditors; (f) the Company or any material subsidiary fails to pay, states that it is unable to pay, or is unable to pay, its debts (excluding those reasonably disputed in good faith by the Company in the case of failure to pay and for which it has reserves on its books and financial statements) generally as they become due; (g) the Company or any material subsidiary calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or (h) the Company or any material subsidiary, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

“Cash” or “cash” means at any time such coin or currency of the United States of America as shall at such time be legal tender for the payment of public and private debts.

“Company Notice Date” shall have the meaning provided in Section 2(c).

“Conversion Date” shall have the meaning provided in Section 3(b).

“Conversion Price” means $0.13.

“Event of Default” shall have the meaning provided in Section 4(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Final Maturity Date” means March 15, 2025.

“Holder Share Notice” shall mean a written notice by Holder of its intent to convert the Note to common stock.

“Conversion Notice” shall have the meaning provided in Section 3(a).

“Principal Amount” means at any time the sum of (i) the outstanding principal amount of this Note at such time, (ii) all accrued but unpaid interest hereunder to such time, and (iii) any default payments owing at such time to the Holder under the Note but not theretofore paid or added to the Principal Amount.

“Registrable Securities” means the shares of Common Stock issued and issuable pursuant to the conversion of the Note, and upon any stock split, stock dividend, recapitalization or similar event with respect to such shares of Common Stock and any other securities issued in exchange of or replacement of such shares of Common Stock (collectively, the “Conversion Shares”) until in the case of any of the Conversion Shares (a) a Registration Statement covering such Conversion Shares has been declared effective by the SEC and continues to be effective until the Conversion Shares have been sold or (b) such Conversion Shares may sold in compliance with Rule 144 or may be sold pursuant to Rule 144(k), after which time such Conversion Shares shall not be a Registrable Security.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Underlying Shares” means the shares of Common Stock issued or issuable upon conversion of, in lieu of cash payment of principal of, or interest on, as repayment of principal under, or otherwise pursuant to, this Note in accordance with the terms hereof.

Section 2. Payments of Principal and Interest.

(a)Interest. The Company shall pay interest accruing on this Note (from the date hereof or the date of actual receipt of the proceeds of the loan) on all principal outstanding at the Interest Rate, on the Final Maturity Date

(b)Principal. The entire Principal Amount of this Note, plus any and all default payments owing under the Note but not previously paid, shall become due and payable on the Final Maturity Date. Any principal of this Note that is converted pursuant to Section 3 shall be applied to reduce the principal payable under this Section 2(b). The Company may not prepay or convert this Note without the Holder’s consent.

Section 3. Conversion.

(a)Conversion Rights. Upon the terms and subject to the conditions hereof, the Holder shall have the right, at the Holder’s option, to convert the outstanding Principal Amount and accrued and unpaid interest thereon into Common Stock, in whole at any time or in part from time to time, by delivering to the Company a duly executed notice of conversion in the form attached hereto as Exhibit A (the “Conversion Notice”), which may be transmitted by telephone line facsimile transmission.

(b)Common Stock Issuance Upon Conversion.

(1)Conversion Procedures. Upon any conversion of this Note pursuant to Section 3(a) above, the outstanding Principal Amount being converted and accrued and unpaid interest thereon to the applicable Conversion Date shall be converted into such number of fully paid, validly issued and non-assessable shares of Common Stock, free of any liens, claims and encumbrances, as is determined by dividing the outstanding Principal Amount being converted and accrued and unpaid interest thereon to the applicable Conversion Date by the then applicable Conversion Price. The date of any Conversion Notice hereunder shall be referred to herein as the “Conversion Date”. If a conversion under this Note cannot be effected in full for any reason, or if the Holder is converting less than all of the outstanding Principal Amount hereunder pursuant to a Conversion Notice, the Company shall, upon request of the Holder, promptly deliver to the Holder a new Note having a Principal Amount equal to the amount of such outstanding Principal Amount as has not been converted. The Holder shall not be required physically to surrender this Note to the Company upon any conversion unless the full outstanding Principal Amount of this Note is being converted or repaid. The Holder and the Company shall maintain records showing the outstanding Principal Amount so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon each such conversion or repayment. The Holder agrees that, if the outstanding Principal Amount of this Note is less than the Principal Amount stated on the face of this Note, the Holder will not voluntarily transfer this Note at any time when no Event of Default has occurred and is continuing without first surrendering this Note to the Company for issuance, without charge to the Holder, of a replacement instrument that reflects the outstanding Principal Amount of this Note. The Company will deliver such replacement instrument to the Holder as promptly as practical, but in no event later than three days, after surrender by the Holder.

(H)Stock Certificates. The Company will deliver to the Holder not later than three days after a particular Conversion Date, a certificate or certificates, for the number of shares of Common Stock issuable upon such conversion of this Note.

(Hi)Liability for Late Delivery. If in any case the Company shall fail to issue and deliver the shares of Common Stock to the Holder pursuant to this Note on the due date therefor, in addition to any other liabilities the Company may have hereunder and under applicable law the Company shall pay or reimburse the Holder on demand for all out-of-pocket expenses, including, without limitation, reasonable fees and expenses of legal counsel, incurred by the Holder as a result of such failure, so long as the Holder shall have given the Company a Holder Share Notice with respect to such shares of Common Stock.

(c) Conversion Price Adjustments.

(i)Stock Dividends, Splits and Combinations. In the event that the Company shall (A) pay a dividend or make a distribution to all its stockholders, in shares of Common Stock, on any class of capital stock of the Company or any subsidiary which is not directly or indirectly wholly owned by the Company, (B) split or subdivide its outstanding Common Stock into a greater number of shares, or (C) combine its outstanding Common Stock into a smaller number of shares, then in each such case the Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of this Note thereafter surrendered for conversion shall be entitled to receive the number of shares of Common Stock that such Holder would have owned or have been entitled to receive after the occurrence of any of the events described above had this Note been fully converted immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 3(c)(i) shall become effective immediately after the close of business on the record date in the case of a dividend or distribution and shall become effective immediately after the close of business on the effective date in the case of such subdivision, split or combination, as the case may be. Any shares of Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Common Stock under clause (ii)below.

(ii)Rounding of Adjustments. No adjustment in the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least 1% in the Conversion Price then in effect; provided, however, that any adjustments that by reason of this Section 3(c) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 3 or Section 2 shall be made to the nearest cent or nearest 1/100th of a share.

(iii)Notice of Adjustments. Whenever the Conversion Price is adjusted pursuant to this Section 3(c), the Company shall promptly deliver to the Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, provided that any failure to so provide such notice shall not affect the automatic adjustment hereunder.

(iv) Notice of Certain Events. If:

A. the Company shall declare a dividend (or any other distribution) on its Common Stock; or

B. the Company shall declare a special nonrecurring cash dividend on or a tender offer for, offer to purchase or redemption of its Common Stock; or

C. the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights; or

D. the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock of the Company, any consolidation, amalgamation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, of any compulsory share of exchange whereby the Common Stock is converted into other securities, cash or property; or

E. the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company; or

F. there exists an agreement to which the Company is a party or by which it is bound providing for a Change in Control Transaction, or a Change in Control Transaction has occurred;

then the Company shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall cause to be mailed to the Holder at its last address as it shall appear upon the books of the Company, on or prior to the date notice of such matter to the Company’s stockholders generally is given, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, tender offer, offer to purchase, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distributions, tender offer, offer to purchase, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, amalgamation, merger, sale, transfer, share exchange or Change in Control Transaction is expected to become effective or close, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, amalgamation, merger, sale, transfer, share exchange or Change in Control Transaction.

(d)Reservation and Issuance of Underlying Securities. The Company covenants that it will at all times reserve from its authorized and unissued Common Stock a sufficient number of shares solely for the purpose of issuance upon conversion in full of this Note, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder. The Company represents, warrants and covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid, and nonassessable.

(e)No Fractions. Upon a conversion hereunder the Company shall not be required to issue stock certificates for a fraction of a share of Common Stock. The Holder shall be entitled to receive, in lieu of the fraction of a share, one whole share of Common Stock.

(f)Charges, Taxes and Expenses. Issuance of shares of Common Stock upon the conversion of this Note shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such shares, all of which taxes and expenses shall be paid by the Company, and such shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the Holder, the applicable Conversion Notice, when given for such conversion shall be accompanied or followed by an assignment form for the applicable portion of this Note or such shares, as the case may be; and ***provided further,***that the Company shall not be required to pay any tax or taxes which may be payable in respect of any such transfer.

(g)Cancellation. After the entire Principal Amount (including accrued but unpaid interest and default payments at any time owed on this Note) has been paid in full or converted into Common Stock, this Note shall automatically be deemed canceled and the Holder shall promptly surrender this Note to the Company at the Company’s principal executive offices; provided, however, that the failure to surrender this Note shall not delay or limit such cancellation.

(h)Notice Procedures. Any and all notices or other communications or deliveries to be provided by the Holder under this Note, including, without limitation, any Conversion Notice, shall be in writing and delivered personally, by confirmed facsimile, or by a nationally recognized overnight courier service to the Company at the facsimile telephone number or address of the principal place of business of the Company as set forth in, or provided pursuant to, the Purchase Agreement. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by facsimile, or by a nationally recognized overnight courier service addressed to the Holder at the facsimile telephone number or address of the Holder appearing on the books of the Company, or if no such facsimile telephone number or address appears, at the principal place of business of the Holder. Any notice or other communication or deliveries hereunder shall be deemed delivered (i) upon receipt, when delivered personally, (ii) when sent by facsimile, upon receipt if received on a Business Day prior to 5:00 p.m. (New York Time), or on the first Business Day following such receipt if received on a Business Day after 5:00 p.m. (New York Time) or on a day that is not a Business Day or (iii) upon receipt, when deposited with a nationally recognized overnight courier service.

Section4. Defaults and Remedies.

(a)Events of Default. An “Event of Default” is: (i) a failure to pay any Principal Amount of this Note when due, whether at the Final Maturity Date or otherwise, (ii) a failure to pay any interest due on this Note on the date such payment is due, which failure continues for two Business Days (or ten Business Days if the Company can prove that funds were in fact wired from the Company’s account by the due date); (iii) a failure timely to issue Underlying Shares upon and in accordance with terms hereof, which failure continues for ten Business Days after the Company has received written notice from the Holder informing the Company that it has failed to issue shares or deliver stock certificates prior to the fifth Business Day following the applicable Conversion Date; (iv) failure by the Company for 20 days after written notice has been received by the Company from the Holder to comply with any material provision (other than as provided in the immediately preceding clauses (i), (ii) and (iii)) of any of this Note; (v) a material breach by the Company of its representations or warranties in this Note that continues for 10 days after written notice to the Company; (vi) any default after any cure period under, or acceleration prior to maturity of, any note, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company for in excess of $1 million, or for money borrowed the repayment of which is guaranteed by the Company for in excess of $1 million, whether such indebtedness or guarantee now exists or shall be created hereafter; (vii) if the Company is subject to any Bankruptcy Event; or (ix) any material provisions of the Note shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or the Company or any Subsidiary of the Company shall repudiate or deny any portion of its liabilities or obligations thereunder.

(b)Remedies. If an Event of Default occurs and is continuing, the Holder may declare all of the then outstanding Principal Amount of this Note, and any accrued and unpaid interest thereon, to be due and payable immediately in cash, except that in the case of an Event of Default arising from events described in clauses (vi) and (vii) of Section 4(a), this Note shall become automatically due and payable without further action or notice, and the Holder may exercise all other rights and remedies available at law or in equity. In any event the Company shall pay interest on such amount in cash at the Default Rate to the Holder if such amount is not paid within one Business Day after such acceleration. The remedies under this Note shall be cumulative.

Section5. Certain Covenants; General.

(a)Payment of Expenses. The Company agrees to pay all charges and expenses, including attorneys’ fees and expenses, which may be incurred by the Holder in seeking to enforce this Note.

(b)Savings Clause. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby. In no event shall the amount of interest paid hereunder exceed the maximum rate of interest on the unpaid principal balance hereof allowable by applicable law. If any sum is collected in excess of the applicable maximum rate, the excess collected shall be applied to reduce the principal debt. If the interest actually collected hereunder is still in excess of the applicable maximum rate, the interest rate shall be reduced so as not to exceed the maximum allowable under law.

(c)Amendment. Neither this Note nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Company and Holder.

(d)Assignment, Etc. The Holder may assign or transfer this Note, subject to compliance with applicable securities laws, without the consent of the Company. The Holder shall notify the Company of any such assignment or transfer promptly. The Company may not assign its rights or obligations under this Note. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns.

(e)No Waiver. No failure on the part of the Holder to exercise, and no delay in exercising any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Holder of any right, remedy or power hereunder preclude any other or future exercise of any other right, remedy or power. Each and every right, remedy or power hereby granted to the Holder or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Holder from time to time.

(f)Governing Law; Jury Trial.

(i)Governing Law. THIS NOTE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REGARD TO ANY CONFLICTS OF LAWS PROVISIONS THEREOF THAT WOULD OTHERWISE REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE COURTS IN NEVADA SHALL BE THE SOLE JURISDICTION WITH RESPECT TO ANY DISPUTES RELATED TO THIS NOTE

(ii)NOJURY TRIAL The Company knowingly and voluntarily waives any and all rights it may have to a trial by jury with respect to any litigation based on, or arising out of, under, or in connection with, this Note.

(g)Replacement Notes. This Note may be exchanged by Holder at any time and from time to time for a Note or Notes with different denominations representing an equal aggregate outstanding Principal Amount, as reasonably requested by Holder, upon surrendering the same. No service charge will be made for such registration or exchange. In the event that Holder notifies the Company that this Note has been lost, stolen or destroyed, a replacement Note identical in all respects to the original Note (except for registration number and Principal Amount, if different than that shown on the original Note), shall be issued to the Holder, without requirement for any surety bond, provided that the Holder executes and delivers to the Company an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with this Note.

[SignaturePage Follows]

Exhibit10.82

---

SECURITYPURCHASE AGREEMENT

This SECURITY PURCHASE AGREEMENT (this “Agreement”) is dated as of March 15, 2024 and is made by and between Bioxytran, Inc., a Nevada corporation (the “Company”), and the investors named on the signature pages hereto (the “Investors”).

**WHEREAS,**the Company has offered to certain accredited investors (as defined in Regulation D under the Securities Act of 1933, as amended) the Company’s Convertible Notes (the “Notes”);

**WHEREAS,**each Investor has agreed pursuant to such Principal Balance of Notes set forth therein in accordance with the terms, subject to the conditions, and in reliance on, the recitals, representations, warranties, covenants and agreements set forth herein.

NOWTHEREFORE, in consideration of the mutual covenants, conditions and agreements herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Purchase and Sale of Notes. Subject to the terms and conditions set forth in this Section 1 and elsewhere in this Agreement, each Investor has agreed to purchase from the Company, and the Company has agreed to sell to such Investor, at the Closing (as defined below) the Principal Balance of Notes set forth on the Investor’s signature page.

2. Closing; Deliveries. Subject to the satisfaction of the initial closing conditions (as set forth below), the initial closing (the “Initial Closing”) of the purchase and sale of the Notes shall take place on the date hereof. At one or more subsequent closings (each, a “Subsequent Closing,” and together with the Initial Closing, a “Closing”), the Company may sell additional Notes to additional Investors.

At each Closing, (i) each Investor who shall purchase Notes hereunder shall deliver or shall have previously delivered to the Company cash, wire transfer or a certified check in an amount equal to 100% of the principal amount subscribed for by such Investor, together with an executed signature page to this Agreement, and (ii) the Company shall issue and deliver to each Investor an executed Note in the Principal Balance purchased by such Investor in substantially the form set forth at Exhibit A hereto. Each Closing shall take place at the principal executive offices of the Company or at such other place or time as the Company may specify.

3. Representations, Warranties and Covenants of Company. The Company represents and warrants to the Investors that as of the date hereof:

a. Corporate Existence and Power. (i) The Company is a corporation, duly organized, validly existing and in good standing under the laws of the state of Delaware; (ii) the Company has the power and authority to conduct its business in the manner in which it is currently being conducted; and (iii) the Company has the power and authority to execute, deliver and perform this Agreement and the Notes (collectively, the “Transaction Documents”) and to sell and issue the Notes hereunder.

b. Valid and Binding Agreement. The execution, delivery and performance of each Transaction Document have been duly authorized by all requisite action of the Company, and each Transaction Document constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The execution, delivery and performance of this Agreement and the other Transaction Documents by the Company does not and, to the knowledge of the Company, will not: (i) conflict with, or violate any provision of, statute, law, rule, regulation, order, judgment, injunction, decree or award of any arbitrator or governmental authority having applicability to the Company or its business, assets, or properties, or any provision of its certificate of incorporation, bylaws or similar governing instruments or (ii) conflict with, violate, or result in any breach of, or constitute a default under, any agreement or instrument to which the Company is now a party or by which the Company or any of its properties or assets may be bound or affected.

4. Representations and Warranties of the Investors.

a. Purchase Entirely for Own Account. The Investor acknowledges that this Note is made with the Investor in reliance upon the Investor’s representation to the Company, which the Investor hereby confirms by executing this Note, that this Note and the Conversion Shares (collectively, the “Securities”) will be acquired for investment for the Investor’s own account, not as a nominee or agent (unless otherwise specified on the Investor’s signature page hereto), and not with a view to the resale or distribution of any part thereof, and that the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Note, the Investor further represents that the Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities. If other than an individual, the Investor also represents it has not been organized solely for the purpose of acquiring the Securities.

b. Disclosure of Information; Non-Reliance. The Investor acknowledges that it has received all the information it considers necessary or appropriate to enable it to make an informed decision concerning an investment in the Securities. The Investor further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Securities. The Investor confirms that the Company has not given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Securities. In deciding to purchase the Securities, the Investor is not relying on the advice or recommendations of the Company and has made its own independent decision that the investment in the Securities is suitable and appropriate for the Investor. The Investor understands that no federal or state agency has passed upon the merits or risks of an investment in the Securities or made any finding or determination concerning the fairness or advisability of this investment.

c. Investment Experience. The Investor is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities.

d. Accredited Investor. The Investor is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act. The Investor agrees to furnish any additional information requested by the Company or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Securities.

e. Restricted Securities. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act or state securities laws, by reason of specific exemptions from the registration provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein. The Investor understands that the Securities are “restricted securities” under U.S. federal and applicable state securities laws and that, pursuant to these laws, the Investor must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Investor acknowledges that the Company has no obligation to register or qualify the Securities for resale and further acknowledges that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Investor’s control, and which the Company is under no obligation, and may not be able, to satisfy.

f. No Public Market. The Investor understands that no public market now exists for the Securities and that the Company has made no assurances that a public market will ever exist for the Securities.

g. No General Solicitation. The Investor, and its officers, directors, employees, agents, stockholders or partners have not either directly or indirectly, including through a broker or finder solicited offers for or offered or sold the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502 of Regulation D under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. The Investor acknowledges that neither the Company nor any other person offered to sell the Securities to it by means of any form of general solicitation or advertising within the meaning of Rule 502 of Regulation D under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act.

5. Limitations on Disposition. Without in any way limiting the representations set forth above, each Investor agrees not to make any disposition of all or any portion of the applicable Notes unless and until (i) there is then in effect an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) an exemption to registration under the Securities Act and applicable state securities laws is available. Each Investor further understands and agrees that, until so registered or transferred pursuant to the provisions of Rule 144 under the Securities Act, the Notes, whether upon initial issuance or upon any transfer thereof, shall bear a legend, prominently stamped or printed thereon, reading substantially as follows:

“THIS SECURITY HAS NOT BEEN REGISTERED, AND THE ISSUER HEREOF DOES NOT INTEND TO REGISTER THIS SECURITY, UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AND, IF REQUESTED BY THE ISSUER HEREOF, UPON DELIVERY TO THE ISSUER HEREOF OF AN OPINION OF COUNSEL (SATISFACTORY TO THE ISSUER HEREOF) TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER (OR OTHERWISE IN COMPLIANCE WITH) THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAW.

THE ISSUER OF THIS SECURITY IS NOT OBLIGATED TO RECOGNIZE ANY SALE OR OTHER TRANSFER OF THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN MADE OTHER THAN IN ACCORDANCE WITH THE PREVIOUS PARAGRAPH. IF A SALE OR TRANSFER OF THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN IS MADE IN CONTRAVENTION OF THE PRECEDING PARAGRAPH, THE ISSUER OF THIS SECURITY MAY REQUIRE SUCH TRANSFEREE TO TRANSFER THIS SECURITY OR THE APPLICABLE BENEFICIAL INTEREST HEREIN TO A PERSON THAT WOULD HAVE BEEN A PERMITTED TRANSFEREE OF SUCH TRANSFEREE’S TRANSFEROR. IF THE OBLIGATION TO TRANSFER DESCRIBED IN THE PRECEDING SENTENCE IS NOT MET, THE ISSUER HEREOF IS IRREVOCABLY AUTHORIZED, WITHOUT ANY OBLIGATION, TO TRANSFER THIS SECURITY OR THE APPLICABLE BENEFICIAL INTEREST HEREIN IN A MANNER CONSISTENT WITH THE RESTRICTIONS SET FORTH IN THIS PARAGRAPH AND, IF THIS SECURITY OR SUCH BENEFICIAL INTEREST HEREIN IS SOLD, THE ISSUER HEREOF SHALL DISTRIBUTE THE NET PROCEEDS OF SUCH SALE TO THE ENTITLED PERSON.

THIS SECURITY IS NOT A DEPOSIT, BANK ACCOUNT OR OBLIGATION OF ANY BANK. THIS SECURITY IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER AGENCY, AND IS SUBJECT TO INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL.”

6. Miscellaneous.

a. Successors and Assigns. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, or obligations under or by reason of this Agreement, except as expressly provided herein.

b. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Delaware without regard to conflict of laws principles.

c. Counterparts; Signatures. This Agreement is intended to be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterpart signature pages to this Agreement may be delivered by Docusign, .pdf and/or electronic transmission.

d. Notices. Unless otherwise provided, any notice, request, or other communication shall in writing and shall be given by personal delivery, national overnight courier, by certified or registered United States mail, postage prepaid to the addresses or to the email address set forth on the signature page hereof. In case of service by mail, notices shall be deemed complete at the expiration of the second business day after mailing.

e. Amendments and Waivers. Except as otherwise provided herein, any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of at least 51% of the outstanding principal amount due under the Notes. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any securities purchased under this Agreement at the time outstanding, each future holder of all such securities, and the Company.

f. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

g. Exculpation Among Investors. Each Investor acknowledges that such Investor is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no other Investor, nor the respective controlling persons, officers, directors, partners, agents or employees of any other Investor shall be liable for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with sale, issuance and enforcement of the Notes.

h. Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement among the parties and no party shall be liable or bound to any other party in any manner by any warranty, representation, or covenant except as specifically set forth herein.

Exhibit31.1

---

CERTIFICATIONOF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANTTO RULE 13a-14

I, David Platt, certify that:

1.	We<br> have reviewed this Annual Report on Form 10-K 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;
---	---
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 quarter (the registrant’s fourth<br> fiscal quarter in the case of an annual report) that has materially affected, or is reasonably<br> likely to materially affect, the registrant’s internal control over financial reporting;<br> 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):
---	---
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
---	---
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.
	BIOXYTRAN, INC.
---	---	---
Date: March<br> 22, 2024	By:	/s/ David Platt
		David Platt
		Chief Executive Officer

Exhibit31.2

---

CERTIFICATIONOF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANTTO RULE 13a-14

I, Ola Soderquist, certify that:

1.	We<br> have reviewed this Annual Report on Form 10-K of BIOXYTRAN, Inc;
2.	Based on<br> our knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact<br> necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading<br> with respect to the period covered by this report;
3.	Based on<br> our knowledge, the financial statements, and other financial information included in this report, fairly present<br> in all material respects the financial condition, results of operations and cash flows of the registrant as of, and<br> for, the periods presented in this report;
4.	The registrant’s<br> other certifying officer and we are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined<br> in Exchange Act Rules 13a-15(f) 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;
---	---
b)	designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed<br> under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation<br> of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions<br> about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report<br> based on such evaluation; and
d)	disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during<br> the registrant’s most recent quarter (the registrant’s fourth fiscal quarter in the case of an annual<br> report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal<br> control over financial 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):
---	---
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
---	---
b)	any fraud,<br> whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
	BIOXYTRAN, INC.
---	---	---
Date: March<br> 22, 2024	By:	/s/ Ola Soderquist
		Ola Soderquist
		Chief Financial Officer

Exhibit32

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-K of BIOXYTRAN, Inc. (the “Company”) for the year ending December 31, 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.
---	---	---
Date: March<br> 22, 2024	By:	/s/ David Platt
		David Platt
		Chief Executive Officer
		/s/ Ola Soderquist
		Ola Soderquist
		Chief Financial Officer