Bioxytran (OTCQB: BIXT) reports Q1 2026 loss and warns on going concern
Bioxytran, Inc. reported a net loss of $2,068,989 for the three months ended March 31, 2026, or $0.02 per share, unchanged from the prior year’s loss per share. The company generated no revenue and remains a clinical-stage pharmaceutical developer.
Cash totaled $463,047 against current liabilities of $5,010,121, creating a negative working capital position of $4,547,075 and an accumulated deficit of $23,113,235, which raises substantial doubt about its ability to continue as a going concern. Bioxytran relies on equity and warrant financings and carries a defaulted $805,000 convertible note with an associated derivative liability of $476,489, pointing to significant potential dilution.
During the quarter, operating expenses rose sharply to $1,933,053, driven largely by $1,290,015 of stock-based compensation, including a substantial performance grant to the CEO. The company highlights statistically significant Phase 1b/2a data for its COVID-19 candidate ProLectin-M and plans Phase 3 and FDA trials, but indicates that advancing these programs depends on raising additional capital.
Positive
- None.
Negative
- Severe liquidity and going-concern risk: cash of $463,047 versus $5,010,121 in current liabilities, negative working capital of $(4,547,075), and explicit disclosure of substantial doubt about continuing as a going concern.
- Highly dilutive capital structure and funding needs: defaulted $805,000 convertible note with $313,685 accrued interest, a $476,489 derivative liability, 21,042,031 warrants outstanding, large unissued share liabilities to insiders, and an indicated need to raise roughly $3.7 million to sustain operations.
Insights
Bioxytran shows severe liquidity strain, heavy dilution risk, and reliance on new financing.
Bioxytran ended Q1 2026 with $463,047 in cash and current liabilities of $5,010,121, producing negative working capital of $(4,547,075). The accumulated deficit reached $(23,113,235), and management explicitly notes substantial doubt about continuing as a going concern.
The capital structure is stressed: there is a defaulted convertible note with $805,000 principal and $313,685 accrued interest, alongside a Level 3 derivative liability of $476,489 tied to price-protected conversion terms. This structure, plus 21,042,031 warrants outstanding and large unissued share liabilities to affiliates, indicates meaningful potential dilution for common shareholders.
Operations are funded primarily through private placements, including Q1 net proceeds of $241,040 from units at effective discounts to market. Management states it needs roughly $3.7M (and $2–3M in 2026) to pursue planned Phase 3 and FDA trials; actual impact on shareholders will depend on the pricing and structure of future financings disclosed in subsequent periods.
Key Figures
Key Terms
going concern financial
embedded derivative financial
convertible note payable financial
binomial lattice model financial
Level 3 fair value hierarchy financial
stock-based compensation financial
Earnings Snapshot
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BIOXYTRAN, INC.
FORM 10-Q
TABLE OF CONTENTS
| PART I - FINANCIAL INFORMATION | |||
| Item 1. | Unaudited Condensed Consolidated Financial Statements | 1 | |
| Consolidated Balance Sheets as of March 31, 2026, (Unaudited) and December 31, 2025, (Audited) | 1 | ||
| Consolidated Statements of Operations for the three months ended March 31, 2026, and 2025, (Unaudited) | 2 | ||
| Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2026, and 2025, (Unaudited) | 3 | ||
| Consolidated Statements of Cash Flows for the three months ended March 31, 2026, and 2025, (Unaudited) | 4 | ||
| Notes to Unaudited Condensed Consolidated Financial Statements | 5 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 24 | |
| Item 4. | Controls and Procedures | 24 | |
| PART II - OTHER INFORMATION | |||
| Item 1. | Legal Proceedings | 26 | |
| Item 1A. | Risk Factors | 26 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 26 | |
| Item 3. | Defaults Upon Senior Securities | 26 | |
| Item 4. | Mine Safety Disclosures | 26 | |
| Item 5. | Other Information | 26 | |
| Item 6. | Exhibits | 26 | |
| SIGNATURES | 27 | ||
Except as otherwise required by the context, all references in this report to “we”, “us”, “our” or “Company” refer to the consolidated operations of BIOXYTRAN, Inc.
| i |
PART I - FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements
BIOXYTRAN, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2026 AND DECEMBER 31, 2025
March 31, 2026 Unaudited | December 31, 2025 Audited | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Pre-payment | — | |||||||
| Total current assets | ||||||||
| Intangibles, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable affiliates | ||||||||
| Un-issued shares liability | ||||||||
| Un-issued shares liability affiliates | ||||||||
| Un-issued shares liability | ||||||||
| Loan from affiliates | ||||||||
| Other short-term loans | ||||||||
| Derivative Liability | ||||||||
| Convertible notes payable, net of premium and discount | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | — | — | ||||||
| Stockholders’ deficit: | ||||||||
| Preferred
stock, $ | ||||||||
| Common
stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See the accompanying notes to these consolidated financial statements
| 1 |
BIOXYTRAN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE-MONTHS ENDED MARCH 31, 2026 AND 2025
UNAUDITED
March 31, 2026 | March 31, 2025 | |||||||
| Three-months ended | ||||||||
March 31, 2026 | March 31, 2025 | |||||||
| Operating expenses: | ||||||||
| Research and development | $ | $ | ||||||
| General and administrative | ||||||||
| General and administrative affiliates | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other expenses: | ||||||||
| Change in fair value (“FV”) of derivative | ( | ) | ( | ) | ||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest expense affiliate | ( | ) | ( | ) | ||||
| Amortization of Intellectual Property | ( | ) | ( | ) | ||||
| Total other expenses | ( | ) | ( | ) | ||||
| Net loss before provision for income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | — | — | ||||||
| Net loss | ( | ) | ( | ) | ||||
| Net loss attributable to the non-controlling interest | — | — | ||||||
| NET LOSS ATTRIBUTABLE TO BIOXYTRAN | $ | ( | ) | $ | ( | ) | ||
| Loss per common share, basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of common shares outstanding, basic and diluted | ||||||||
See the accompanying notes to these consolidated financial statements
| 2 |
BIOXYTRAN, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE-MONTHS ENDED MARCH 31, 2026 AND 2025
UNAUDITED
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Common Stock | Preferred Stock | Additional Paid in | Accumulated | Total Share-holder Equity | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| 1/1/2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Shares issued to BOD & Mgmnt - 2021 Plan | — | — | ||||||||||||||||||||||||||
| Shares issued to consultants - 2021 Plan | — | — | ||||||||||||||||||||||||||
| Conversion between stock classes | ( | ) | ( | ) | ( | ) | — | |||||||||||||||||||||
| Payroll forfeiture by Mgmnt * | ||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| 3/31/2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| 1/1/2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Cash stock transactions | — | — | ||||||||||||||||||||||||||
| Issuance to consultants | ||||||||||||||||||||||||||||
| Issuance of warrants | ||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||
| 3/31/2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| * |
See the accompanying notes to these consolidated financial statements
| 3 |
BIOXYTRAN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE-MONTHS ENDED MARCH 31, 2026 AND 2025
UNAUDITED
March 31, 2026 | March 31, 2025 | |||||||
| Three-months ended | ||||||||
March 31, 2026 | March 31, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization of Intellectual Property | ||||||||
| Stock-based compensation expense | ||||||||
| Stock-based compensation expense, affiliate | ||||||||
| Change in FV of Derivative | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in Pre-payments | — | |||||||
| Accounts payable and accrued expenses | ||||||||
| Accounts payable affiliates | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Investment in intangibles | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Stock transactions | — | |||||||
| Short-term loans, affiliates | ( | ) | ||||||
| Issuance of warrants | — | |||||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
| Interest paid | $ | $ | — | |||||
| Income taxes paid | — | — | ||||||
| NON-CASH INVESTING & FINANCING ACTIVITIES: | ||||||||
| Payroll forgiveness | $ | — | $ | |||||
See the accompanying notes to these consolidated financial statements
| 4 |
BIOXYTRAN, INC.
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
AS AT MARCH 31, 2026 AND 2025
NOTE 1 – BACKGROUND AND ORGANIZATION
Business Operations
Bioxytran, Inc. (“Bioxytran”, or the “Company”) is a clinical stage pharmaceutical company developing platform technologies in the fields of Glycovirology, Hypoxia and Degenerative Diseases to eliminate viruses and prolong lifespan using carbohydrate drug design.
Bioxytran uses Galectin inhibitors to combat the virus, SARS-CoV-2. The technology is built on the lifetime work of company’s founder, David Platt, PhD. Dr. Platt expressed, and named, the Human Galectin-3 protein coded by a single gene, LGALS3, located on chromosome 14. Galectin inhibitors block the binding of galectins to carbohydrate structures, present in numerous disease indications by reducing the inflammatory feedback loop associated with the chronic diseases. The galectin inhibitors also have the capability to neutralize the spike proteins of a number of viruses which reduces their capability to replicate. Dr. Platt has over the years used this knowledge to create a significant number of sustainable therapeutic solutions. Bioxytran is also developing treatments for hypoxic conditions, necrosis, and degenerative diseases that utilize the carrying of oxygen to affected areas for stroke, wound, and brain damage treatment.
Pharmalectin, Inc. (“Pharmalectin”) is a wholly owned subsidiary focused on the development, manufacture and commercialization of therapeutic drugs designed to address conditions related to viral diseases.
NDPD Pharma, Inc. (“NDPD”) is a wholly owned subsidiary focused on prototyping and development of specialized equipment for pharmaceutical manufacturing, and in the development of carbohydrate molecules deriving from partially hydrolyzed guar gum (“PHGG”).
Our wholly owned Subsidiary, Pharmalectin (BVI), Inc. (“Pharmalectin BVI”) is the owner and custodian of the Company’s Copyrights, Trade Marks and Patents.
Our majority owned subsidiary, Pharmalectin India Pvt Ltd. (“Pharmalectin India”) is managing the Company’s local clinical research and trials, and holds the local rights to commercialization.
Organization
Bioxytran,
Inc. was organized on October 5, 2017, as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a
C-Corporation with
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
NDPD
Pharma was organized on October 5, 2017, as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as
a C-Corporation with
Pharmalectin
BVI was organized on March 17, 2022 as a British Virgin Islands (BVI) Business Corporation with a BVI corporate taxing structure with
Pharmalectin
India was organized on August 30, 2022 as an Indian Business Corporation with an India corporate taxing structure with
| 5 |
Basis of Presentation
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) in all material respects and have been consistently applied in preparing the accompanying consolidated financial statements. The Company has not earned any revenue from operations since inception. The Company chose December 31st as its fiscal year end.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Bioxytran, Inc. a Nevada Corporation, its majority owned subsidiary, Pharmalectin, Inc. of Delaware (collectively, the “Company”), as well as its wholly owned subsidiaries, Pharmalectin (BVI), Inc of British Virgin Islands and Pharmalectin India Pvt Ltd. All intercompany accounts have been eliminated upon consolidation.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.
Cash
For purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents.
At
March 31, 2026, the Company held cash balances totaling approximately $
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.
Net Loss per Common Share, basic and diluted
The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into Common Stock using the “treasury stock” and/or “if converted” methods as applicable.
At
March 31, 2026, we would, based on the market price of $
Stock Based Compensation
The Company measures the cost of services received from employees and non-employees in exchange for an award of equity instruments based on the fair value of the award on the grant date, defined as the bid price at the market closing on the prior day, pursuant ASC 718. Stock-based compensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if such amounts were paid in cash.
| 6 |
Research and Development
The
Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and
Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred.
Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed
when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored
research and development costs related to both present and future products are expensed in the period incurred. During the quarter ended
March 31, 2026 the Company incurred $
Intangibles – Goodwill and Other
Valuation of intangibles are in accordance with ASC 350. Costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at award date, which varies depending on the pendency period of the application, generally approximating seventeen years. Capitalized patent costs, also referred to as patent prosecution costs, include internal legal labor, professional legal fees, government filing fees and translation fees related to expanding the Company’s patent portfolio. Costs associated with the maintenance and annuity fees of patents are accounted for as prepaid assets at the time of payment and amortized over the shorter of the maintenance period or remaining life of the related patent.
Accrued Expenses
As part of the process of preparing our consolidated financial statements, we are required to estimate accrued expenses. This process involves identifying services that third parties have performed on our behalf and estimating the level of service performed and the associated cost incurred on these services as at each balance sheet date in our consolidated financial statements. Examples of estimated accrued expenses include professional service fees, such as those arising from the services of attorneys and accountants and accrued payroll expenses. In connection with these service fees, our estimates are most affected by our understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that we do not identify certain costs that have been incurred or we under- or over-estimate the level of services or costs of such services, our reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to our judgment. We make these judgments based upon the facts and circumstances known to us in accordance with accounting principles generally accepted in the U.S.
Reclassification
Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no impact on previously reported income or equity.
Convertible Debt
The Company accounts for convertible debt that does not meet the criteria for equity treatment in accordance with the guidance contained in ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Accordingly, the Company elected to classify the convertible debt as a liability at amortized cost using the effective interest method. The Company classifies convertible debt based on the re-payment terms and conditions. Any discounts on the convertible debt and costs incurred upon issuance of the convertible debt are amortized to interest expense over the terms of the related convertible debt. Convertible debt is also analyzed for the existence of embedded derivatives, which may require bifurcation from the convertible debt and separate accounting treatment. Refer to Note 9 for information regarding convertible debt.
Embedded Derivatives
The Company accounts for embedded derivatives in accordance with ASC 815-15, which requires separation of certain derivative-like features embedded in host contracts (such as convertible debt) when:
| ● | The economic characteristics of the embedded feature are not clearly and closely related to the host contract; and | |
| ● | The hybrid instrument is not already measured at fair value. |
The Company uses this method for calculations of Convertible debt with price-adjusted conversion features (e.g., reset provisions based on stock price declines) are bifurcated and measured at fair value through earnings, by applying a 100-step binomial lattice model incorporating stock price volatility, risk-free rates, and contractual adjustment terms.
Changes in fair value of bifurcated derivatives are recognized in earnings each reporting period.
| 7 |
Warrants
The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480”), then in accordance with ASC 815-40 (“ASC 815”), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815, and in order to conclude equity classification, the Company also assesses whether the warrants are indexed to its Common Stock and whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date.
The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of our common share price, remaining life of the warrant, and risk-free interest rates at each period end.
However, according to ASC 718-10-55-42 an exception would be if the fair value of one of the equity instruments (e.g., the share) is readily determinable and the other (e.g., the warrant) is not, the fair value of the instrument that is not readily determinable shall be measured using the residual method.
Fair Value
Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value.
Under U.S. GAAP (specifically ASC 820, Fair Value Measurement), the fair value hierarchy prioritizes the inputs used in valuation techniques into three levels. Level 1 inputs have the highest priority and require the least disclosure, while Level 3 inputs have the lowest priority and require the most disclosure.
Level 1 (Quoted Prices in Active Markets)
Inputs: Unadjusted quoted prices for identical assets or liabilities in active markets (e.g., NYSE, NASDAQ) that the entity can access at the measurement date.
Level 2 (Observable Inputs Other Than Quoted Prices)
Inputs: Observable directly or indirectly for the asset/liability, but not quoted prices for identical items in active markets.
Level 3 (Unobservable Inputs)
Inputs: Unobservable inputs based on the entity’s own assumptions about what market participants would use (including risk assumptions). Used when observable inputs are not available.
The valuation of shares issued under an exemption from registration, such as under Rule 3(a)(9) of the Securities Act, typically relates to ASC 820 (Fair Value Measurement) under U.S. Generally Accepted Accounting Principles (GAAP). This accounting standard provides guidance on how to measure fair value when required for financial reporting purposes. Among other notable considerations the Company highlights;
When valuing shares in an exchange under Rule 3(a)(9), the conversion terms and the value of the securities being exchanged (debt, other equity, etc.) must be considered. If the company is offering a premium or discount as part of the exchange, this would impact the fair value measurement;
| 8 |
Based on Empirical Evidence and Studies, for restricted stock in public companies, the liquidity discount averages around 20%–30%, based on, but not limited to, the following data;
| ● | Liquidity of the Security: | ||
| - | If the company has low trading volumes and investors may find it difficult to sell shares, the discount could be on the higher end of the range (e.g., 30%–40%). | ||
| - | Conversely, for OTC companies with higher trading volumes, the discount might be lower (e.g., 10%–20%). | ||
| ● | Holding Period: | ||
| - | The longer the restriction period on the newly issued shares, the higher the discount. If the shares are subject to extended holding periods, investors will require greater compensation for their inability to sell the shares in the short term. | ||
| - | For example, shares that are restricted for nine months under SEC Rule 144 could see a 20%–30% discount. If the holding period extends beyond that or other limitations apply, the discount might increase. | ||
| ● | Company Fundamentals and Risk | ||
| - | Investors consider the financial health, stability, and growth prospects of the issuing company. A riskier OTC company with volatile financials or uncertain growth prospects might see a larger liquidity discount (e.g., closer to 40%). | ||
| - | Companies with strong fundamentals might experience a lower discount (e.g., 10%–20%), even in the OTC market. | ||
In
accordance with the guidance of ASC 820 concerning for Lack of Registration Premium, shares that are restricted for nine months under
SEC Rule 144 generally see a 20%–30% discount on market price. The Company has opted for a
In contrary, shares issued under the registration requirements of the Securities Act for the Compensatory Benefit Plan pursuant to Rule 701 of the Securities Act where ASC 718 (Compensation—Stock Compensation), are valued at market price at the grant date, based on the limited number of shares awarded, and its predictable repetitiveness. Under ASC 718, the grant date is typically the measurement date for share-based compensation, the Company has interpreted this as the closing bid price on the market on the day preceding the grant, or award. This is the date when both parties (employer and employee) have a mutual understanding of the terms of the award, and it is used to determine the fair value of the stock-based award for accounting purposes. The fair value measured at the grant date is not adjusted for subsequent changes in stock price.
Further, for derivatives under ASC 815, fair value is critical because these financial instruments (e.g., convertible note with a variable conversion rate) must be recorded at fair value on the balance sheet, with changes typically flowing through earnings. For the calculation of the derivative debt, the Company is using the Binomial Option Pricing model by Cox, Ross and Rubinstein.
Recent Accounting Pronouncements
There were various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.
NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS
As
at March 31, 2026, the Company had cash of $
During
the quarter ended March 31, 2026, the Company raised a total of $
| 9 |
The Company intends to raise additional capital through private placements of debt and/or equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.
Accordingly, the accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.
NOTE 4: SINGLE SEGMENT DISCLOSURE
For the quarter ended March 31, 2026
In accordance with Accounting Standards Codification ASC 218, Segment Reporting, the Company has determined that it operates as a single operating segment. The Company’s Chief Operating Decision Maker (“CODM”), which is its Chief Executive Officer, reviews the Company’s financial performance and allocates resources on a consolidated basis. The Company’s operations focus solely on pharmaceutical research and development activities, and it does not manage the business using multiple segments or by product lines.
| i. | Revenue and Geographic Information: As of March 31, 2026, the Company has not yet generated significant revenues from its pharmaceutical products as it remains in the research and development phase. Consequently, there is no dis-aggregation of revenue by geographic area or product line. |
| ii. | Major Customers and Concentration of Risk: Since the Company is in the development phase and has not generated revenue from product sales, there are no major customers to report. The Company is reliant on funding through private placements, equity offerings, and other financial arrangements to sustain its research and development efforts. |
| iii. | Long-lived Assets by Geographic Region: The Company’s tangible and intangible assets, including intellectual property and research-related equipment, are located within the United States and BVI. However, these assets do not represent a significant portion of the Company’s total assets. |
Conclusion: The Company has concluded that it qualifies as a single reportable segment under ASC 218 based on the nature of its operations, the way it is managed, and the financial information reviewed by the CODM. As such, no additional segment disclosures are required in the consolidated financial statements.
Forward-Looking Statements: This disclosure may contain forward-looking statements regarding future financial performance, business operations, and regulatory approvals. Actual results may differ materially from those projected due to various risks and uncertainties, including but not limited to regulatory approvals, market conditions, and the success of clinical trials.
NOTE 5 - AFFILIATES TRANSACTIONS
On
January 30, 2026, the Company granted
The
Company holds a License Agreement (the “License” or “Agreement”) for a medical device (license obtained in 2019)
with an affiliated company in which Company officers hold a majority interest. The device was developed prior to the establishment of
Bioxytran. The annual maintenance cost for the license amounts to $
NOTE 6 - INTANGIBLES
Intangible
assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not
be recoverable.
| 10 |
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 Life (years) | March 31, 2026 | December 31, 2025 | ||||||||
| Capitalized patent costs | $ | $ | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||||
| Intangible assets, net | $ | $ | ||||||||
NOTE 7 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
On
March 31, 2026, there was $
The following table represents the major components of accounts payable and accrued expenses and other current liabilities at March 31, 2026, and December 31, 2025:
SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
March 31, 2026 | December 31, 2025 | |||||||
| Affiliate liabilities (1) | $ | $ | ||||||
| Pension/401K | ||||||||
| Payroll tax reserve | ||||||||
| Accounts payable affiliates (1) | ||||||||
| Professional fees | ||||||||
| Other accounts payable | ||||||||
| Interest affiliates (3) | ||||||||
| Interest | ||||||||
| Un-issued shares affiliates (2) | ||||||||
| Un-issued shares | ||||||||
| Loan from affiliates (3) | ||||||||
| Short term loan | ||||||||
| Convertible note payable | ||||||||
| Derivative liability | ||||||||
| Total | $ | $ | ||||||
| (1) | |
| (2) | |
| (3) |
NOTE 8 – CONVERTIBLE NOTES PAYABLE
Around
May 3, 2021, we entered into four (4) Securities Purchase Agreements (the “2021 SPA’s”), under which we agreed to sell
convertible promissory notes (the “2021 Notes”), in an aggregate principal amount of $
At
any time after the issue date of the 2021 Notes, the Holders of the 2012 Notes, (the “2021 Holders”), have the option to
convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the 2021 Notes into shares
of our Common Stock at the Conversion Price.
If the 2021 Notes are converted prior to us paying off such note, it would lead to substantial dilution to our shareholders as a result of the conversion discounted applicable to the 2021 Notes. There can be no assurance that there will be any funds available to pay off the 2021 Notes. If we fail to obtain such additional financing on a timely basis, the 2021 Holders may convert the 2021 Notes and sell the underlying shares, which may result in significant dilution to shareholders due to the conversion discount, as well as a significant decrease in our stock price.
| 11 |
On
May 5, 2023, three (3) of the Notes were renegotiated; the interest was set to
At March 31, 2026, and December 31, 2025, the outstanding convertible notes were as follows:
SCHEDULE OF OUTSTANDING CONVERTIBLE NOTES
| Name | Principal due | Accrued interest | Total amount due | |||||||||||
| December 31, 2025 | ||||||||||||||
| Notes sold in exchange for cash | (1) | $ | $ | $ | ||||||||||
| March 31, 2026 | ||||||||||||||
| Notes sold in exchange for cash | (1) | $ | $ | $ | ||||||||||
| (1) |
NOTE 9 – EMBEDDED DERIVATIVE IN CONVERTIBLE NOTE
Convertible Note Terms
The Company has outstanding convertible debt with the following key terms:
| ● | Principal
Amount: $ | |
| ● | Conversion
Price: $ | |
| ● | Maturity
Date: | |
| ● | Current
Market Price of Common Stock: $ | |
| ● | Price
Adjustment Feature: If the market price at conversion is below |
Embedded Derivative Classification
The price adjustment feature meets the criteria for bifurcation as an embedded derivative under ASC 815-15-25-1 because:
| ● | It is not clearly and closely related to the host debt instrument. | |
| ● | The
| |
| ● | It is required to be separately accounted for at fair value with changes recorded in earnings. |
Valuation Technique
The company has used a 100-step binomial lattice model for its valuations. The binomial model captures:
| ● | Path dependency of the adjustment feature. | |
| ● | Optimal conversion behavior (American-style exercise). | |
| ● | Probability-weighted payoffs under risk-neutral valuation. |
Fair Value Measurement of Embedded Derivative
The fair value measurement of the derivative is classified within Level 3 of the fair value hierarchy established by ASC 820-10-35-37 through ASC 820-10-35-54A, as the valuation inputs include unobservable inputs (expected volatility) that are significant to the overall measurement.
| 12 |
The
derivative liability on the note was at March 31, 2026, valued at $
SCHEDULE OF FAIR VALUE MEASUREMENT OF EMBEDDED DERIVATIVE
| Parameter | March 31, 2026 | December 31, 2025 | Source/Methodology | |||||||
| Current Stock Price | $ | $ | Observable market price | |||||||
| Conversion Price | $ | $ | Contractual terms | |||||||
| Volatility | % | % | Historical volatility of comparable companies | |||||||
| Risk-Free Rate | % | % | 1.5-month (6-month)* U.S. Treasury yield | |||||||
| Time to Maturity | default | default | 6 months* | |||||||
| Adjustment Multiplier | % | % | Contractual terms | |||||||
| * |
For
the quarter ended March 31, 2026, the increase of the estimated fair value for was derivative of $
Sensitivity and Risks
| ● | ||
| ● | ||
| ● |
NOTE 10 – ALLOCATION OF FAIR VALUE IN PRIVATE PLACEMENT
Unit Offering
During
the period from October 30, 2025, to January 23, 2026, the Company proposed a private placement offering investors to purchase shares
and warrants issued together as a unit; however, each warrant is detachable and separately exercisable to purchase one share of Common
Stock. The average price was $
In
the period ended on March 31, 2026, raised net cash proceeds of $
In accordance with ASC 505-10-30-6 (Relative Fair Value Allocation), the total proceeds were allocated to the Common Stock and the warrants based on their relative fair values on the date of issuance.
The allocation was calculated as follows:
SCHEDULE OF ALLOCATION OF FAIR VALUE IN PRIVATE PLACEMENT
| Component | Standalone Fair Value | % of Total Fair Value | Allocation of Proceeds | Allocation per Share/Warrant | ||||||||||||
| Common Stock (4,716,000 shares) | $ | % | $ | $ | ||||||||||||
| Common
Stock ( | $ | % | $ | $ | ||||||||||||
| Warrants
( | % | |||||||||||||||
| Total | $ | % | $ | |||||||||||||
When a company issues two or more equity instruments (e.g., Common Stock and warrants) in a single transaction for a lump-sum amount, the proceeds must be allocated to each instrument based on their relative fair values on the issuance date. No gain or loss is recognized on the initial recognition.
Warrant Terms
The
warrants have an exercise price of $
In accordance with ASC 505-10-50-3, the following information is disclosed regarding the warrants:
| ● | Number
of shares issuable upon exercise: | |
| ● | Exercise
price: $ | |
| ● | Exercise
period: through |
| 13 |
Fair Value Measurement (ASC 820)
The fair value of the warrants was estimated using the Black-Scholes option-pricing model in accordance with ASC 820-10-35-2 (Fair Value Measurement Framework). The following significant inputs were used in the valuation:
SCHEDULE OF SIGNIFICANT INPUTS OF FAIR VALUE MEASUREMENT
| Assumption | Value | ||
| Expected volatility | |||
| Expected term | |||
| Risk-free interest rate | |||
| Expected dividend yield | |||
The fair value measurement of the warrants is classified within Level 3 of the fair value hierarchy established by ASC 820-10-35-37 through ASC 820-10-35-54A, as the valuation inputs include unobservable inputs (expected volatility) that are significant to the overall measurement.
Warrant Activity
A summary of warrant activity for the quarter ended March 31, 2026 is as follows:
SUMMARY OF WARRANT ACTIVITY
Number of Warrants * | Weighted Average Exercise Price | Weighted Average Remaining Expected Term | ||||||||||
| Outstanding as at January 1, 2026 | $ | |||||||||||
| Granted | ||||||||||||
| Exercised | — | — | — | |||||||||
| Forfeited/Cancelled | — | — | — | |||||||||
| Outstanding as at March 31, 2026 | $ | |||||||||||
NOTE 11 – STOCKHOLDERS’ EQUITY
Preferred stock
The
Company is authorized to issue
Issuances of Preferred Stock in the period January 1 and March 31, 2025
SCHEDULE OF PREFERRED STOCK ISSUED AND OUTSTANDING
| Date | # Shares | Amount | Price/Share | Type | Notice | ||||||||||||
| 1/01/2025 | $ | $ | |||||||||||||||
| 1/10/2025 | b | ( | ) | ( | ) | Stock conversion | affiliate | ||||||||||
| 3/31/2025 | — | — | Payroll forfeiture* | affiliate | |||||||||||||
| See Note 11 | d | 2021 Stock Plan | affiliate | ||||||||||||||
| 3/31/2025 | $ | $ | |||||||||||||||
There has been no issuance of Preferred Stock in the period January 1 and March 31, 2026
| Date | # Shares | Amount | Price/Share | Type | Notice | |||||||||||
| 3/31/2026 | $ | $ | ||||||||||||||
| * |
Common stock
The
Company is authorized to issue
Issuances of Common Stock in the period January 1 and March 31, 2025
SCHEDULE OF COMMON STOCK ISSUED AND OUTSTANDING
| Date | # Shares | Amount | Price/Share | Type | Notice | ||||||||||||
| 1/01/2025 | $ | $ | |||||||||||||||
| 1/10/2025 | b | Stock conversion | |||||||||||||||
| see Note 11 | d | 2021 Stock Plan | |||||||||||||||
| 3/31/2025 | $ | $ | |||||||||||||||
| 14 |
Issuances of Common Stock in the period January 1 and March 31, 2026
| Date | # Shares | Amount | Price/Share | Type | Notice | |||||||||||||
| 1/01/2026 | $ | $ | ||||||||||||||||
| 1/23/2026 | a | * | private placement | |||||||||||||||
| 1/23/2026 | a | * | — | — | warrants | |||||||||||||
| 1/10/2026 | c | consulting fees | ||||||||||||||||
| 2/10/2026 | c | consulting fees | ||||||||||||||||
| 3/10/2026 | c | consulting fees | ||||||||||||||||
| 3/31/2026 | $ | $ | ||||||||||||||||
Common Shares due, but not yet issued in accordance with service contract at March 31, 2026:
| Date | # Shares | Amount | Price/Share | Type | Notice | |||||||||||||
| 3/31/2026 | a | $ | $ | consulting fees | ||||||||||||||
| * | Around January 23, 2026, the Company proposed a private placement offering investors to purchase shares and warrants
issued together as a unit; however, each warrant is detachable and separately exercisable to purchase one share of Common Stock. The average
price was $ |
| a | |
| b | |
| c | |
| d |
Common Stock Warrants
The fair value of Common Stock warrants granted for the three months ended March 31, 2026, and March 31, 2025 was calculated with the following assumptions:
SCHEDULE OF STOCK WARRANTS VALUATION ASSUMPTIONS
| March 31, 2026 | March 31, 2025 | |||||||
| Risk-free interest rate | % | % | ||||||
| Expected dividend yield | % | % | ||||||
| Volatility factor (monthly) | % | % | ||||||
| Expected life of warrant | ||||||||
For the three months ended March 31, 2026, the Company issued 4,366,667 warrants. For the three months ended March 31, 2025, the Company did not award any warrants.
The following table summarizes the Company’s Common Stock warrant activity for the three months ended March 31, 2026, and 2025:
SCHEDULE OF COMMON STOCK WARRANT ACTIVITY
Number of Warrants * | Weighted Average Exercise Price | Weighted Average Remaining Expected Term | |||||||||||
| Outstanding as at January 1, 2025 | $ | ||||||||||||
| Granted | — | — | — | ||||||||||
| Exercised | — | — | — | ||||||||||
| Forfeited/Cancelled | — | — | — | ||||||||||
| Outstanding as at March 31, 2025 | $ | ||||||||||||
| Outstanding as at January 1, 2026 | $ | ||||||||||||
| Granted | |||||||||||||
| Exercised | — | — | — | ||||||||||
| Forfeited/Cancelled | — | — | — | ||||||||||
| Outstanding as at March 31, 2026 | $ | ||||||||||||
| 15 |
The
following table summarizes information about stock warrants that are vested or expected to vest at March 31, 2026, with a market price
of $
SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS
| Warrants Outstanding and Exercisable | ||||||||||||||||||
| Exercise Price | Number of Warrants | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value | ||||||||||||||
| $ | $ | $ | — | |||||||||||||||
| — | ||||||||||||||||||
| — | ||||||||||||||||||
| $ | $ | $ | — | |||||||||||||||
The
weighted-average remaining contractual life for warrants exercisable at March 31, 2026, is
NOTE 12 – STOCK OPTION PLAN AND STOCK-BASED COMPENSATION
On
January 15, 2021, the Company adopted a stock option plan entitled “The 2021 Employee, Director and Consultant Stock Plan”
(the “2021 Plan”) under which the Company may grant Options to Purchase Stock, Stock Awards or Stock Appreciation Rights
up to
Under the terms of the 2021 Plan, the Board of Directors shall specify the exercise price and vesting period of each stock option on the grant date. Vesting of the options is typically immediate and the options typically expire in five years. Stock Awards, which are fully and immediately vested upon issuance, may be directly issued under the Plan (without any intervening options).
Shares Awarded and Issued 2021 Plan:
As
at March 31, 2026, there were
The following table summarizes the Company’s granted and issued stock awards in the three months ended March 31, 2026, and 2025:
Issuances under the 2021 Stock Plan in the period January 1 and March 31, 2025
SCHEDULE OF GRANTED AND ISSUED STOCK AWARDS
| Date | # Shares | Amount | Price/Share | Type | Notice | ||||||||||||
| 1/01/2025 | $ | $ | |||||||||||||||
| 1/06/2025 | * | stipend | affiliate | ||||||||||||||
| 1/06/2025 | stipend | ||||||||||||||||
| 1/06/2025 | * | bonus | affiliate | ||||||||||||||
| 1/06/2025 | bonus | ||||||||||||||||
| 3/31/2025 | $ | $ | |||||||||||||||
There has been no issuance under the 2021 Stock Plan in the period January 1 and March 31, 2026
| Date | # Shares | Amount | Price/Share | Type | Notice | |||||||||||
| 3/31/2026 | $ | $ | ||||||||||||||
Shares awarded, but not yet issued, under the 2021 Stock Plan at March 31, 2026:
| Date | # Shares | Amount | Price/Share | Type | Notice | ||||||||||||
| 1/01/2026 | * | $ | $ | stipend | affiliate | ||||||||||||
| 1/01/2026 | stipend | ||||||||||||||||
| 1/30/2026 | *† | performance grant | affiliate | ||||||||||||||
| 3/31/2026 | stipend | ||||||||||||||||
| 3/31/2026 | $ | $ | |||||||||||||||
| * | |
| † | The
Board of Directors awarded the CEO |
| (2) | |
| The Company claims an exemption from the registration requirements of the Securities Act for the compensatory benefit plan pursuant to Rule 701 of the Securities Act. |
| 16 |
For
the three months ended March 31, 2026, the Company recorded stock-based compensation expense of $
Stock options granted and vested 2021 Plan:
As at March 31, 2026 and 2025, there was no unrecognized compensation expense related to non-vested stock option awards.
As
at March 31, 2026, the Company has
NOTE 13 – COMMITMENTS AND CONTINGENCIES
Employment contracts
Our Executive Officers have entered into employment contracts and confidentiality, non-disclosure and assignment of invention agreements. The most substantial provisions include up to the following, subject to satisfying the terms and conditions for the agreements;
| ● | Compensation of three (3) times the employee’s annual salary upon the Termination Date and any target bonus earned, or if termination occurs within 12 months of a change in control, then the terminated employee shall receive two (2) times the employee’s annual salary and any target bonus earned. | |
| ● | Continued coverage under any health, medical, dental or vision program or policy, in which they were eligible to participate at the time of employment termination, for 12 months. | |
| ● | Provide
outplacement services through one or more outside firms of the employee’s choosing up to an aggregate of $ |
There are no other arrangements or plans in which we provide pension, retirement or similar benefits for any of Executive Officers or Directors.
Litigation
In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Legal fees for such matters are expensed as incurred and we accrue for adverse outcomes as they become probable and estimable.
On December 29, 2025, the Company terminated an officer for cause. The officer has contested all allegations and has, so far, submitted a worker rights complaint with the state of Washington, which the Company has contested as having no foundation or basis in fact. At March 31, 2026, the Company had recorded reserves for contingent compensation claims of $157,500 and $11,000 relating to disputed compensation and expense reimbursement claims asserted by the former Chief Commercial Officer. These amounts reflect management’s reserve associated with a disputed matter and do not represent routine accrued payroll obligations incurred in the ordinary course.
NOTE 14 – SUBSEQUENT EVENTS
Litigation
On
May 1, 2026, the Company was on informed that the investigation by the State of Washington Department of Labor and Industries (the “Department”)
had determined that the worker rights complaint filed by a former officer was justified and assessed the Balance of Wages, Interest &
NSF Fee Due to $
Unit Offering
During the period from October 30,
2025, to May 9, 2026, the Company proposed a private placement offering investors to purchase shares and warrants issued together as
a unit; however, each warrant is detachable and separately exercisable to purchase one share of Common Stock. The average price was
$
Subsequent
to March 31, 2026, the Company raised net cash proceeds of $
In accordance with ASC 505-10-30-6 (Relative Fair Value Allocation), the total proceeds were allocated to the Common Stock and the warrants based on their relative fair values on the date of issuance.
| 17 |
The allocation was calculated as follows:
SCHEDULE OF ALLOCATION OF FAIR VALUE IN PRIVATE PLACEMENT
| Component | Standalone Fair Value | % of Total Fair Value | Allocation of Proceeds | Allocation per Share/Warrant | ||||||||||||
| Common
Stock ( | $ | % | $ | $ | ||||||||||||
| Warrants
( | % | |||||||||||||||
| Total | $ | % | $ | |||||||||||||
SCHEDULE OF STOCKHOLDER'S EQUITY
Issuance of Common Stock subsequent to March 31, 2026
| Date | # Shares | Amount | Price/Share | Type | Notice | |||||||||||||
| 4/01/2026 | $ | $ | ||||||||||||||||
| 4/20/2026 | a | * | private placement | |||||||||||||||
| 4/20/2026 | a | * | — | — | warrants | |||||||||||||
| 5/15/2026 | $ | $ | ||||||||||||||||
Issuances of Warrants subsequent to March 31, 2026
| Date | # Warrants | wavg Term | wavg Exerc | Type | Notice | |||||||||||||
| 4/01/2026 | $ | |||||||||||||||||
| 5/08/2026 | a | * | private placement | |||||||||||||||
| 5/15/2026 | $ | |||||||||||||||||
Shares earned/paid, but not yet issued, at March 31, 2026:
SCHEDULE OF SHARES AWARDED
| Date | # Shares | Amount | Price/Share | Type | Notice | ||||||||||||
| 4/01/2026 | b | † | $ | $ | plan 2021 | affiliate | |||||||||||
| 4/01/2026 | b | plan 2021 | |||||||||||||||
| 4/01/2026 | a | consulting fee | |||||||||||||||
| 5/08/2026 | a | * | private placement | ||||||||||||||
| 5/08/2026 | a | * | — | — | private placement | warrants | |||||||||||
| 5/10/2026 | a | consulting fee | |||||||||||||||
| 5/15/2026 | $ | $ | |||||||||||||||
Warrants paid, but not yet issued, subsequent to March 31, 2026
| Date | # Warrants | wavg Term | wavg Exerc | Type | Notice | ||||||||||||
| 5/08/2026 | a | * | $ | ||||||||||||||
| * | |
| † | The shares will be issued as shares of Preferred Stock, but are for comparison purposes expressed as Common share equivalents. |
| a | The Company claims an exemption from the registration requirements of the Securities Act for the private placement of these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. |
| b | The Company claims an exemption from the registration requirements of the Securities Act for the compensatory benefit plan pursuant to Rule 701 of the Securities Act. |
Management sees no further subsequent events requiring disclosure.
| 18 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis is based on, and should be read in conjunction with, the audited financial statements and the notes thereto for the two years ended December 31, 2025, included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 15, 2026. This discussion contains forward-looking statements. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Quarterly Report on Form 10-Q. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Quarterly Report on Form 10-Q.
Overview
We do not currently have sufficient capital resources to fund operations. To stay in business and to continue the development of our products, we will need to raise additional capital through public or private sales of our securities, debt financing or short-term bank loans, or a combination of the foregoing. We believe that if we can raise $3,700,000, we will have sufficient working capital to develop our business over the next approximately fifteen (15) months. At funding raised that is significantly less than $3,700,000, we can likely continue to develop our business over the same 15-month period, but funding at that level will delay the development of our technology and business.
Bioxytran, Inc. is headquartered in Needham, Massachusetts. The Company’s initial product pipeline is focused on developing and commercializing therapeutic molecules for stroke. BXT-25 will be designed to be an injectable anti-necrosis drug specifically designed to treat a person immediately after that person suffers an ischemic stroke. The drug is designed to be injected intravenously to travel to the lungs to pick up oxygen molecules to carry to the brain. Like a red blood cell, the drug will cross the blood brain barrier, which is a protective semi-permeable membrane allowing some material to cross but preventing others from crossing. BXT-25 will be designed to diffuse oxygen into the brain tissues. We expect the BXT-25 molecule to be 5,000 times smaller than a red blood cell.
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”. On March 2, 2026, the Company reported that the study showed that the highest evaluated dose of ProLectin-M (16,800 mg/day) was associated with statistically significant earlier viral clearance and faster clinical improvement by Day 5 compared with placebo, while demonstrating a favorable safety and tolerability profile. By Day 7, viral clearance was observed across all study arms, consistent with the expected natural resolution of infection in this population, indicating the treatment effect may be related to accelerating viral clearance. No serious adverse events were reported, and no treatment-related discontinuations occurred. The results provide clarity as the Company advances with its Phase 3 application. The Phase 3 trial is projected to start in the third quarter of 2026, 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 third quarter of 2026, 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 Acellular 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 one convertible loan outstanding at a total face value of $805,000. As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit of $23,113,235 as at March 31, 2026. The accumulated deficit as at December 31, 2025, was $21,044,246.
The future of the Company is dependent upon its ability to obtain financing to develop its new business opportunities and support the cost of the drug development including clinical trials and regulatory submission to the FDA.
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Management plans to seek additional capital through private placements and/or public offerings of its Common Stock and/or debt securities. There can be no assurance that the Company will be successful in accomplishing its objectives. Without such additional capital or the establishment of strategic relationships with established pharmaceutical companies, the Company may be required to cease operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue operations.
RESULTS OF OPERATIONS
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.
Research and Development
| March 31, 2026 | March 31, 2025 | ||||||
| Research and development: | ||||||||
| Process development | $ | 3,000 | $ | 100,000 | ||||
| Product development | 225 | -500 | ||||||
| Regulatory | 216,254 | — | ||||||
| Clinical trials | — | 250,000 | ||||||
| Project management | 6,000 | — | ||||||
| Total research and development | $ | 225,479 | $ | 349,500 | ||||
During the three months ended March 31, 2026, the Company recorded $225,479 in R&D expenses. During the three months ended March 31, 2025, the Company recorded $349,500.
General and Administrative
| March 31, 2026 | March 31, 2025 | ||||||
| General and administrative expenses: | ||||||||
| Payroll and related expenses | $ | 262,567 | $ | 1,284 | ||||
| Costs for legal, accounting and other professional services | 46,588 | 54,670 | ||||||
| Costs for legal, accounting and other professional services affiliates | 5,000 | 5,000 | ||||||
| Marketing expense | 36,000 | 15,000 | ||||||
| Miscellaneous expenses | 67,404 | 62,690 | ||||||
| Compensation expense to BoD and Management | 1,278,600 | 16,251 | ||||||
| Compensation expense to consultants | 11,415 | 10,747 | ||||||
| Total general and administrative | $ | 1,707,574 | $ | 165,642 | ||||
The significant increase in Payroll and related expenses for the three months ended March 31, 2026, were due to the Company’s Officers forfeiting $578,959 of accrued payroll in the same period in 2025.
The Costs for legal, accounting and other professional services ended up at $51,588 ($5,000 was affiliate related) for the three months ended March 31, 2026, and $59,670 ($5,000 to affiliates) for the three months ended March 31, 2025.
Sales and marketing expense for the three months ended March 31, 2026, were $36,000, as compared to $15,000 for the three months ended March 31, 2025.
Miscellaneous G&A expenses during the three months ended March 31, 2026, and 2025, was $67,404 and $62,690, respectively.
Stock-based compensation amounted to $1,290,015 for the three months ended March 31, 2026, ($1,278,600 to affiliates). The stock-based compensation for the three months ended March 31, 2025, was $26,998, ($16,251 for affiliates). In January 2026, there was a performance grant of $1,278,600 to the CEO for his successful raise of capital and the establishment of a distribution agreement.
Other (income) expenses
| March 31, 2026 | March 31, 2025 | ||||||
| Other (income) expenses: | ||||||||
| Change in fair value (“FV”) of derivative | $ | 73,136 | $ | 804,752 | ||||
| Interest expense | 35,729 | 31,157 | ||||||
| Interest expense affiliate | 24,963 | 733 | ||||||
| Amortization of Intellectual Property | 2,108 | 1,851 | ||||||
| Total other expenses | $ | 135,936 | $ | 838,493 | ||||
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For the period ended at March 31, 2026 the interest amounted to $60,692 ($24,963 to affiliates) while for the same period in 2025 they amounted to $31,890 ($733 to affiliates).
The Amortization of intellectual property was $2,108 for the period ended March 31, 2026, while for the same period in 2025 they amounted to $1,851.
The change of fair value of the derivative counted for $73,136 in the period ended on March 31, 2026 and for $804,752 for the period ended March 31, 2025.
Net Loss
| March 31, 2026 | March 31, 2025 | ||||||
| Net loss attributable to Bioxytran | $ | (2,068,989 | ) | $ | (1,353,635 | ) | ||
| Loss per common share, basic and diluted | $ | (0.02 | ) | $ | (0.02 | ) | ||
| Weighted average number of common shares outstanding, basic | 112,283,387 | 88,839,723 | ||||||
The Company generated a net loss for the three months ended March 31, 2026, of $2,068,989. In comparison, for the three months ended March 31, 2025, the Company generated a net loss of $1,353,635. The significant difference is due to a $1,278,600 bonus award to the Company’s CEO.
CASH-FLOWS
Cash-flow activities summary
| March 31, 2026 | March 31, 2025 | ||||||
| Net cash used in operating activities | $ | (238,610 | ) | $ | (167,323 | ) | ||
| Net cash used in investing activities | (9,227 | ) | (15 | ) | ||||
| Net cash provided by financing activities | 200,970 | 166,532 | ||||||
| Cash, beginning of period | 509,914 | 5,154 | ||||||
| Cash, end of period | 463,047 | 4,348 | ||||||
| Net increase (decrease) in cash | $ | (46,867 | ) | $ | (806 | ) | ||
Net cash used in operating activities was $(238,610) and $(167,323) for the three months ended March 31, 2026, and 2025, respectively.
Net cash used in investing activities: In the three months ended March 31, 2026, the Company is in the process of filing a patent, and $9,227 was spent in legal fees. In the three months ended March 31, 2025, the amount was $15.
Cash flows from financing activities were $200,970 and $166,532 for the three months ended March 31, 2026, and 2025, respectively.
The available cash was $463,047 and $4,348 in the end of the three months ended March 31, 2026, and 2025, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Current Assets
| March 31, 2026 | December 31, 2025 | ||||||
| Current assets: | ||||||||
| Cash | $ | 463,047 | $ | 509,914 | ||||
| Pre-payment | — | 3,551 | ||||||
| Total current assets | $ | 463,047 | $ | 513,465 | ||||
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As of March 31, 2026, our current assets consisted of $463,047 in cash. At December 31, 2025, our current assets consisted of $513,465, including $509,914 in cash and $3,551 in pre-payments.
Current Liabilities
| March 31, 2026 | December 31, 2025 | ||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 1,065,504 | $ | 849,636 | ||||
| Accounts payable affiliates | 869,237 | 647,959 | ||||||
| Un-issued shares liability | 27,687 | 16,272 | ||||||
| Un-issued shares liability affiliates | 1,360,606 | 82,006 | ||||||
| Loan from affiliates | 355,598 | 395,668 | ||||||
| Other short-term loans | 50,000 | 50,000 | ||||||
| Derivative Liability | 476,489 | 403,353 | ||||||
| Convertible notes payable, net of premium and discount | 805,000 | 805,000 | ||||||
| Total current liabilities | $ | 5,010,121 | $ | 3,249,894 | ||||
At March 31, 2026, we had total liabilities of $5,010,121 compared with $3,249,894 at December 31, 2025.
Accounts payables and accrued expenses amounted to $1,934,741 ($869,237 to affiliates) while at December 31, 2025 the accounts payables amounted to $1,497,595 ($647,959 to affiliates).
At March 31, 2026 the un-issued shares liability was $1,388,293 ($1,360,606 to affiliates) compared with $98,278 ($82,006 to affiliates) on December 31, 2025.
There was a $50,000 loan at 3/31/2026 and at the same amount at December 31, 2025.
There are $355,598 in loans from affiliates at March 31, 2026. At December 31, 2025 there was $395,668 in loans from affiliates.
The convertible note amounted to $805,000 at March 31, 2026, unchanged from December 31, 2025.
The derivative liability was $476,489 and $403,353 at March 31, 2026, and December 31, 2025, respectively.
Net Working Capital and Accumulated Deficit
| March 31, 2026 | December 31, 2025 | ||||||
| Net working capital | $ | (4,547,075 | ) | $ | (2,736,429 | ) | ||
| Accumulated deficit | $ | (23,113,235 | ) | $ | (21,044,246 | ) | ||
At March 31, 2026, the net working capital was negative $4,547,075 and the accumulated deficit of $23,113,235. Comparatively, on December 31, 2025, we had net working capital of negative $2,736,429 and the accumulated deficit of $21,044,246. We believe that we must raise not less than $3,700,000 to be able to continue our business operations for the next 15 months.
Cash Proceeds from Financing Activities
| March 31, 2026 | March 31, 2025 | ||||||
| Cash proceeds from financing activities | ||||||||
| Proceeds from stock sales | $ | 145,701 | $ | — | ||||
| Short-term loans, affiliates | (40,070 | ) | 166,532 | |||||
| Proceeds from warrant sales | 95,339 | — | ||||||
| Net cash provided by financing activities | $ | 200,970 | $ | 166,532 | ||||
During the three months ending March 31, 2026, the Company raised net cash proceeds of $241,040 (after payment of $20,960 in commission), and paid back $40,070 of a loan from affiliates. During the three months ending March 31, 2025, the Company had raised $166,532 in form loans from affiliates. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of September 2026.
Planned Financing Activities
The Company believes it needs to raise approximately $2-3 million in 2026. However, there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.
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Commitments
We have no current commitment from our Officers and Directors or any of our shareholders, to supplement our operations or provide us with financing in the future. If we are unable to raise additional capital from conventional sources and/or additional sales of stock in the future, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to obtain financing could have a substantial adverse effect on our business and financial results. In the future, we may be required to seek additional capital by selling debt or equity securities, selling assets, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.
Contractual Obligations
Note Payable
| March 31, 2026 | December 31, 2025 | ||||||
| Interest on note payable | $ | 313,685 | $ | 277,956 | ||||
| Convertible note payable | 805,000 | 805,000 | ||||||
| Total | $ | 1,118,685 | $ | 1,082,956 | ||||
As at March 31, 2026, our contractual obligations include a convertible note with a principal of $805,000, the accrued interest for this note is $313,685. As at December 31, 2025, there was a convertible note with a principal of $805,000, the accrued interest for the note was $277,956.
The Company’s Executive Officers have entered employment contracts and confidentiality, non-disclosure and assignment of invention agreements.
On October 28, 2022, the Bioxytran Board of Directors unanimously approved the modification of/amendment of paragraph 8 to the Officers’ Employment Agreements, referring to termination without cause in case of change of control.
The most substantial changes encompass;
| ● | Compensation of three times the annual salary upon the Termination Date, plus any target bonus earned. | |
| ● | Continued coverage under any health, medical, dental or vision program or policy in which they were eligible to participate at the time of your employment termination for 12 months. | |
| ● | Provide outplacement services through one or more outside firms of their choosing up to an aggregate of $50,000. |
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.
CRITICAL ACCOUNTING POLICIES
In presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it could result in a material adverse impact to our results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented below are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results. However, the majority of our businesses operate in environments where we pay a fee for a service performed, and therefore the results of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly subjective, nor complex.
Stock Based Compensation
The Company has share-based compensation plans under which non-employees, consultants and suppliers may be granted restricted stock, as well as options to purchase shares of Company Common Stock at the fair market value at the time of grant. Stock-based compensation cost is measured by the Company at the grant date, based on the fair value of the award over the requisite service period.
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The Company applies ASC 718 for options, Common Stock and other equity-based grants to its employees and Directors. ASC 718 requires measurement of all employee equity-based payment awards using a fair-value method and recording of such expense in the consolidated financial statements over the requisite service period. The fair value concepts have not changed significantly in ASC 718; however, in adopting this standard, companies must choose among alternative valuation models and amortization assumptions. After assessing alternative valuation models and amortization assumptions, the Company will continue using both the Black-Scholes valuation model and straight-line amortization of compensation expense over the requisite service period for each separately vesting portion of the grant.
Fair Value
Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value.
Warrant Valuation
The Company accounts for warrants issued in connection with financing transactions in accordance with ASC 815 (Derivatives and Hedging) or ASC 505 (Equity), as applicable. Warrants that are freestanding and meet the criteria for equity classification are recorded at fair value on the issuance date and allocated proceeds based on relative fair value when issued with other securities.
For warrants classified as equity, fair value is estimated using the Black-Scholes option-pricing model. Key inputs include the fair value of the underlying Common Stock, exercise price, expected term, risk-free interest rate, expected volatility, and expected dividend yield. Changes in these assumptions could materially affect the estimated fair value. Warrants classified as liabilities are remeasured at each reporting date, with changes in fair value recognized in earnings.
The Company accounts for warrants issued in connection with equity offerings in accordance with ASC 505-10-30-6, allocating proceeds between Common Stock and detachable warrants based on their relative fair values.
Segment Reporting
The Company has not yet begun generating revenue from its planned principal operations and operates a single reportable segment. The chief operating decision maker is the Company’s chief executive officer who assesses performance based on total expenses, cash-flows, and progress made in the Company’s ongoing development efforts. All of the Company’s long-lived assets are located in the United States.
Recent Accounting Pronouncements
Management does not believe that any recent issued, but not yet effective, accounting standards could have any material effect on the financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 3 is not applicable because we are a smaller reporting company, as defined by § 229.10(f)(1).
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) reviewed the effectiveness of our disclosure controls and procedures as at the end of the period covered by this report and concluded that as at March 31, 2026;
| (i) | the Company’s disclosure controls and procedures were not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and |
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| (ii) | the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. |
Based on this evaluation, our principal executive officer and principal financial officer concluded as at the evaluation date that our disclosure controls and procedures were not effective due primarily to a material weakness in the segregation of duties in the Company’s internal controls.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2026. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
As disclosed in our previous filings, there are material weaknesses in the Company’s internal control over financial reporting due to the fact that the Company does not have an adequate process established to ensure appropriate levels of review of accounting and financial reporting matters, which resulted in our closing process not identifying all required adjustments and disclosures in a timely fashion. The Company’s CEO/CFO has identified control deficiencies regarding the lack of segregation of duties and the need for a stronger internal control environment. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation.
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 March 31, 2026, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO revised in May 2013.
No Attestation Report by Independent Registered Accountant
The effectiveness of our internal control over financial reporting as of March 31, 2026, has not been audited by our independent registered public accounting firm by virtue of our exemption from such requirement as a smaller reporting company.
Changes in Internal Controls Over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
The Company’s management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On December 29, 2025, the Company terminated an officer for cause. The officer has contested all allegations and has, so far, submitted a worker rights complaint with the state of Washington, which the Company has contested as having no foundation or basis in fact. The Company does not believe the former officer will be successful in his claim, therefore no accrual has been allocated.
Item 1A. Risk Factors
Smaller reporting companies are not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unit Offering
Around January 23, 2026, the Company proposed a private placement offering investors to purchase shares and warrants issued together as a unit; however, each warrant is detachable and separately exercisable to purchase one share of Common Stock. The average price was $0.06 per unit, less a broker (Member FINRA / SIPC) fee consisting of 8% cash commission and 8% bonus shares. The Company raised a total of $241,040 (after $20,960 cash commission) and issued 4,716,000 shares of Common Stock (after 349,333 bonus shares), as well as 4,366,667 5-year warrants exercisable to buy Common Stock at $0.12 per share. The net received by the Company was $0.053 per unit.
The funds will be used for working capital purposes, predominantly for research and development and administrative expenses.
Item 3. Defaults Upon Senior Securities
The 2021 Note issued on May 3, 2021, with its maturity date extended through March 1, 2025, carries an interest rate of 10%, with a default rate of 18%, and is convertible at the lower of (i) a fixed price of $0.08, or (ii) if the market price at the date of conversion is below $0.08, the conversion price will be reduced by 120% of the difference between the conversion price and the market price.
The 2021 Note has been in default since March 1, 2025, with a default interest of 18%.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
None
Item 6. Exhibits
| Exhibit No. | Title of Document | |
| 31.1 | * | Certification of Principal Executive and Financial Officers pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended. |
| 32.1 | ** | Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002 (Chief Executive and Financial Officer). |
| 100 | * | The following financial statements from the Quarterly Report on Form 10-Q of BIOXYTRAN, Inc. for the quarter ended March 31, 2026, formatted in XBRL: (i) Condensed Balance Sheets (unaudited), (ii) Condensed Statements of Operations (unaudited), (iii) Condensed Statements of Cash Flows (unaudited), and (iv) Notes to Condensed Financial Statements (unaudited), tagged as blocks of text. |
| 101.INS | * | Inline XBRL Instance Document |
| 101.SCH | * | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | * | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | * | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | * | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | * | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | * | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed as an exhibit hereto. |
| ** | These certificates are furnished to, but shall not be deemed to be filed with, the Securities and Exchange Commission. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
| BIOXYTRAN, INC. | ||
| Date: May 15, 2026 | By: | /s/ David Platt |
| David Platt | ||
| Chief Executive Officer | ||
| By: | /s/ Ola Soderquist | |
| Ola Soderquist | ||
| Chief Financial Officer | ||
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