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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2026

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

For the transition period from_____________ to _____________

Commission file number: 001-35027

BIOXYTRAN, INC.

(Exact name of registrant as specified in its charter)

Nevada

2834

26-2797630

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

75 2nd Avenue, Suite 605, Needham Heights, MA		02494-2863
(Address of principal executive offices)		(Zip Code)

617-454-1199

(Registrant’s telephone number, including area code)

(Former Telephone Number, if Changed Since the Last Report)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		BIXT		OTCQB

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

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

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

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

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

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

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

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

The amount of registered shares of the registrant’s Common Stock as of May 15, 2026, was 114,195,220.

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.

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	$	463,047		$	509,914
Pre-payment		—			3,551
Total current assets		463,047			513,465

Intangibles, net		152,206			145,087

Total assets	$	615,253		$	658,552

LIABILITIES AND STOCKHOLDERS’ DEFICIT
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
Un-issued shares liability		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

Total liabilities		5,010,121			3,249,894

Commitments and contingencies		—			—

Stockholders’ deficit:
Preferred stock, $0.001 par value; 50,000,000 shares authorized, 43,283,991 issued and outstanding as at March 31, 2026, and December 31, 2025		43,284			43,284
Common stock, $0.001 par value; 400,000,000 shares authorized; 113,361,886 and 108,147,731 issued and outstanding as at March 31, 2026, and December 31, 2025, respectively		113,362			108,148
Additional paid-in capital		18,561,721			18,301,472
Accumulated deficit		(23,113,235	)		(21,044,246	)
Total stockholders’ deficit		(4,394,868	)		(2,591,342	)

Total liabilities and stockholders’ equity	$	615,253		$	658,552

See the accompanying notes to these consolidated financial statements

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	$	225,479		$	349,500
General and administrative		213,974			143,770
General and administrative affiliates		1,493,600			21,872
Total operating expenses		1,933,053			515,142

Loss from operations		(1,933,053	)		(515,142	)

Other 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	)

Net loss before provision for income taxes		(2,068,989	)		(1,353,635	)

Provision for income taxes		—			—
Net loss		(2,068,989	)		(1,353,635	)

Net loss attributable to the non-controlling interest		—			—

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 and diluted		112,283,387			88,839,723

See the accompanying notes to these consolidated financial statements

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		86,782,908	$	86,783		43,158,248		$	43,158		$	16,999,279		$	(18,921,169	)	$	(1,791,949	)

Shares issued to BOD & Mgmnt - 2021 Plan		—		—		390,140			390			131,076						131,466
Shares issued to consultants - 2021 Plan		1,348,951		1,349		—			—			89,951						91,300
Conversion between stock classes		750,000		750		(150,000	)		(150	)		(600	)					—
Payroll forfeiture by Mgmnt *												214,780						214,780
Net loss															(1,353,635	)		(1,353,635	)
3/31/2025		88,881,859	$	88,882		43,398,388		$	43,398		$	17,434,486		$	(20,274,804	)	$	(2,708,038	)

1/1/2026		108,147,731	$	108,148		43,283,991		$	43,284		$	18,301,472		$	(21,044,246	)	$	(2,591,342	)
Cash stock transactions		4,716,000		4,716		—			—			140,985						145,701
Issuance to consultants		498,155		498								23,925						24,423
Issuance of warrants												95,339						95,339
Net loss															(2,068,989	)		(2,068,989	)
3/31/2026		113,361,886	$	113,362		43,283,991		$	43,284		$	18,561,721		$	(23,113,235	)	$	(4,394,868	)

*	The transaction originating from the Company’s Officers forfeiting $578,959 of accrued payroll in the first quarter of 2025.

See the accompanying notes to these consolidated financial statements

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	$	(2,068,989	)	$	(1,353,635	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of Intellectual Property		2,108			1,851
Stock-based compensation expense		35,838			91,300
Stock-based compensation expense, affiliate		1,278,600			131,466
Change in FV of Derivative		73,136			804,752
Changes in operating assets and liabilities:
Increase in Pre-payments		3,551			—
Accounts payable and accrued expenses		215,868			161,575
Accounts payable affiliates		221,278			(4,632	)
Net cash used in operating activities		(238,610	)		(167,323	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in intangibles		(9,227	)		(15	)
Net cash used in investing activities		(9,227	)		(15	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Stock transactions		145,701			—
Short-term loans, affiliates		(40,070	)		166,532
Issuance of warrants		95,339			—
Net cash provided by financing activities		200,970			166,532

Net decrease in cash		(46,867	)		(806	)
Cash, beginning of period		509,914			5,154
Cash, end of period	$	463,047		$	4,348

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$	32,043		$	—
Income taxes paid		—			—
NON-CASH INVESTING & FINANCING ACTIVITIES:
Payroll forgiveness	$	—		$	214,780

See the accompanying notes to these consolidated financial statements

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 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 400,000,000 authorized Common shares with a par value of $0.001, and 50,000,000 Preferred shares with a par value of $0.001. Our Convertible Preferred Stock has a par value of $0.001 per share. The Preferred shares can at any time be converted into shares of Common Stock at a 1:5 basis, and carry a voting-power of an “as if converted” basis multiplied by a factor of two.

Pharmalectin was organized on October 5, 2017, as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 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. Pharmalectin was founded under the name of Bioxytran “Bioxytran (DE)”. On April 29, 2021, the name was changed to Pharmalectin, Inc. On August 19, 2024, the Company acquired the minority interest of Pharmalectin from officers of the Company. As at March 31, 2026, there are 15,000,000 shares of Common Stock issued and outstanding.

NDPD Pharma was organized on October 5, 2017, as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 authorized shares of Common Stock with a par value of $0.0001, and 5,000,000 shares of Preferred Stock with a par value of $0.0001. On October 25, 2024, the Company acquired 100% of NDPD’s shares of Common Stock, the beneficial ownership of which included Company officers. As at March 31, 2026, there are 15,000,000 shares of Common Stock issued and outstanding.

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.

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.

At March 31, 2026, the Company held cash balances totaling approximately $463,047, spread over 5 accounts. Deposits are insured by the FDIC up to $250,000 per institution. The Company’s cash balances periodically exceed this limit, resulting in uninsured deposits of approximately $188,464 at quarter-end. While management monitors the creditworthiness of its banks, a failure of any institution could result in the loss of uninsured amounts. No such losses have occurred to date.

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 $0.0449/share, be obligated to issue approximately 29,532,338 shares of Common Stock upon conversion of the convertible note we issued in 2021 (the “2021 Note”) and 21,042,031 shares upon exercise of warrants, currently outstanding. For the 2021 Note, the amount of shares are based on $1,118,685 of principal and accrued interest currently outstanding.

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%.

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.

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 $225,479 in research and development expenses, due to lack of funding, while during the quarter ended March 31, 2025 the Company incurred $349,500.

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.

Warrants

The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“ASC 480”), then in accordance with ASC 815-40 (“ASC 815”), Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815, and in order to conclude equity classification, the Company also assesses whether the warrants are indexed to its Common Stock and whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date.

The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of our common share price, remaining life of the warrant, and risk-free interest rates at each period end.

However, according to ASC 718-10-55-42 an exception would be if the fair value of one of the equity instruments (e.g., the share) is readily determinable and the other (e.g., the warrant) is not, the fair value of the instrument that is not readily determinable shall be measured using the residual method.

Fair Value

Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value.

Under U.S. GAAP (specifically ASC 820, Fair Value Measurement), the fair value hierarchy prioritizes the inputs used in valuation techniques into three levels. Level 1 inputs have the highest priority and require the least disclosure, while Level 3 inputs have the lowest priority and require the most disclosure.

Level 1 (Quoted Prices in Active Markets)

Inputs: Unadjusted quoted prices for identical assets or liabilities in active markets (e.g., NYSE, NASDAQ) that the entity can access at the measurement date.

Level 2 (Observable Inputs Other Than Quoted Prices)

Inputs: Observable directly or indirectly for the asset/liability, but not quoted prices for identical items in active markets.

Level 3 (Unobservable Inputs)

Inputs: Unobservable inputs based on the entity’s own assumptions about what market participants would use (including risk assumptions). Used when observable inputs are not available.

The valuation of shares issued under an exemption from registration, such as under Rule 3(a)(9) of the Securities Act, typically relates to ASC 820 (Fair Value Measurement) under U.S. Generally Accepted Accounting Principles (GAAP). This accounting standard provides guidance on how to measure fair value when required for financial reporting purposes. Among other notable considerations the Company highlights;

When valuing shares in an exchange under Rule 3(a)(9), the conversion terms and the value of the securities being exchanged (debt, other equity, etc.) must be considered. If the company is offering a premium or discount as part of the exchange, this would impact the fair value measurement;

Based on Empirical Evidence and Studies, for restricted stock in public companies, the liquidity discount averages around 20%–30%, based on, but not limited to, the following data;

●	Liquidity of the Security:

	-	If the company has low trading volumes and investors may find it difficult to sell shares, the discount could be on the higher end of the range (e.g., 30%–40%).
	-	Conversely, for OTC companies with higher trading volumes, the discount might be lower (e.g., 10%–20%).

●	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 25% discount to the market price at the date of issuance based on the Company’s elevated volatility, and to the illiquidity of the large number of shares generally issued in these transactions.

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 $463,047 and a negative working capital of $4,547,075. As at March 31, 2026, the Company has not yet generated any revenues from operations, and has incurred an accumulated deficit of $23,113,235. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

During the quarter ended March 31, 2026, the Company raised a total of $241,040 through private placements consisting of $145,701 in stock and $95,339 in warrants to purchase Common Stock. During the same period in 2025, the Company raised $166,532 in short-term 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 and is pursuing alternative opportunities to funding.

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.

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 6,000,000 shares of the Company’s Convertible Preferred Stock to Dr. Platt as a performance grant in recognition of his role in executing the Company’s first commercial distribution agreement and advancing capital funding initiatives. The shares are not yet issued.

The Company holds a License Agreement (the “License” or “Agreement”) for a medical device (license obtained in 2019) with an affiliated company in which Company officers hold a majority interest. The device was developed prior to the establishment of Bioxytran. The annual maintenance cost for the license amounts to $5,000.

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. No impairment charges were recorded at March 31, 2026, and December 31, 2025.

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	14.4	$	185,737		$	176,509
Accumulated amortization			(33,531	)		(31,423	)
Intangible assets, net		$	152,206		$	145,087

NOTE 7 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

On March 31, 2026, there was $787,500 due in form of accrued liabilities and accounts payable. Further there was a short-term loan from affiliates of $355,598 and $45,379 in accrued interest. On December 31, 2025, there was $577,500 in form of accrued liabilities and accounts payable while the short-term loan amounted to $395,668 and the accrued interest $52,459.

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:

	March 31, 2026		December 31, 2025
Affiliate liabilities (1)	$	787,500	$	577,500
Pension/401K		155,160		114,534
Payroll tax reserve		55,728		43,787
Accounts payable affiliates (1)		11,000		18,000
Professional fees		561,484		412,521
Other accounts payable		4,805		838
Interest affiliates (3)		45,379		52,459
Interest		313,685		277,956
Un-issued shares affiliates (2)		1,360,606		82,006
Un-issued shares		27,687		16,272
Loan from affiliates (3)		355,598		395,668
Short term loan		50,000		50,000
Convertible note payable		805,000		805,000
Derivative liability		476,489		403,353
Total	$	5,010,121	$	3,249,894

(1)	For each of the CFO and CEO, there was $315,000 and $213,500 in accrued liabilities as of March 31, 2026 and December 31, 2025, respectively. As of March 31, 2026, and at December 31, 2025, 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 and current shareholder. These amounts reflect management’s reserve associated with a disputed matter and do not represent routine accrued payroll obligations incurred in the ordinary course.
(2)	As of March 31, 2026, the amount to be converted into shares of Preferred Stock is $1,360,606. This consist of $82,006 is to our Directors for their attendance at board and committee meetings during the fourth quarter and $1,278,600 to Dr. Platt as a performance grant in recognition of his role in executing the Company’s first commercial distribution agreement and advancing capital funding initiatives. On December 31, 2025 this amount was $82,006.
(3)	On March 31, 2026, the Company has a $355,598 loan from an affiliated company with an interest rate of 8%. The accrued interest is currently $45,379. On December 31, 2025, the Company the loan was $395,668 and the accrued interest $52,459.

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 $2,165,000 with 6% interest.

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. 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 by 120% of the difference between the conversion price and the market price.

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

On May 5, 2023, three (3) of the Notes were renegotiated; the interest was set to 10% (default rate 18%), a prepayment at 120% was included and the Notes extended until April 30, 2024. Two of the notes were fully converted and on July 15, 2024, a debt discount of $105,000 was added to the remaining notes principal and the Base Conversion Price was reset to $0.08. The last outstanding note issued in 2021 has been in default since March 1, 2025, with a default interest of 18%.

At March 31, 2026, and December 31, 2025, the outstanding convertible notes were as follows:

Name

Principal due

Accrued

interest

Total

amount due

December 31, 2025

Notes sold in exchange for cash

(1)

805,000

277,956

1,082,956

				March 31, 2026
Notes sold in exchange for cash		(1)		$	805,000			$	313,685			$	1,118,685

(1)	The note was sold on May 3, 2021 with a face value of $1,000,000 and debt discount of $102,875 paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA / SIPC).

NOTE 9 – EMBEDDED DERIVATIVE IN CONVERTIBLE NOTE

Convertible Note Terms

The Company has outstanding convertible debt with the following key terms:

	●	Principal Amount: $1,118,685 (including accrued interest)
	●	Conversion Price: $0.0379 per share
	●	Maturity Date: March 1, 2025
	●	Current Market Price of Common Stock: $0.0499
	●	Price Adjustment Feature: If the market price at conversion is below 0.08, the conversion price will be reduced by 120% of the difference between the conversion price and the market price.

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 120% adjustment creates a non-linear payoff linked to the stock price.
	●	It is required to be separately accounted for at fair value with changes recorded in earnings.

Valuation Technique

The company has used a 100-step binomial lattice model for its valuations. The binomial model captures:

	●	Path dependency of the adjustment feature.
	●	Optimal conversion behavior (American-style exercise).
	●	Probability-weighted payoffs under risk-neutral valuation.

Fair Value Measurement of Embedded Derivative

The fair value measurement of the derivative is classified within Level 3 of the fair value hierarchy established by ASC 820-10-35-37 through ASC 820-10-35-54A, as the valuation inputs include unobservable inputs (expected volatility) that are significant to the overall measurement.

The derivative liability on the note was at March 31, 2026, valued at $476,489, while principal amount was $1,118,685 (including accrued interest). On December 31, 2025, the notes principal amount was $1,082,956 (including accrued interest), the derivative liability was valued at $403,353. The following key inputs were used in the derivative debt calculation:

Parameter	March 31, 2026			December 31, 2025			Source/Methodology
Current Stock Price	$	0.0499		$	0.0758		Observable market price
Conversion Price	$	0.0379		$	0.0692		Contractual terms
Volatility		105.26	%		109.45	%	Historical volatility of comparable companies
Risk-Free Rate		3.72	%		3.59	%	1.5-month (6-month)* U.S. Treasury yield
Time to Maturity		default			default		6 months*
Adjustment Multiplier		120	%		120	%	Contractual terms

*	The number of months used in the calculation to estimate the value of the derivative debt.

For the quarter ended March 31, 2026, the increase of the estimated fair value for was derivative of $73,136.

Sensitivity and Risks

	●	Volatility Impact: A 20% increase in volatility to 126.31% would increase the derivative liability by $64,171.
	●	Stock Price Risk: A 20% increase of the stock price to $0.0539 would increase the derivative liability by $63,190.
	●	Concentration Risk: The value of the derivative liability is significantly higher that the instrument itself, which highlights a potential equity dilution.

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 $0.051 per unit, less a broker (Member FINRA / SIPC) fee consisting of 8% cash commission and 8% bonus shares. The Company raised a total of $958,640 (after $83,360 cash commission) and issued 21,467,392 shares of Common Stock (after 1,717,391 bonus shares), as well as 19,750,001 5-year warrants exercisable to buy Common Stock at $0.12 per share. The net received by the Company was $0.047 per unit.

In the period ended on March 31, 2026, raised net cash proceeds of $241,040 (after payment of $20,960 in commission) the fair value of the Common Stock was determined based on the quoted market price of $0.051 per unit on the issuance date. The fair value of the warrants was estimated using the Black-Scholes option-pricing model, resulting in a fair value of $0.042 per warrant.

In accordance with ASC 505-10-30-6 (Relative Fair Value Allocation), the total proceeds were allocated to the Common Stock and the warrants based on their relative fair values on the date of issuance.

The allocation was calculated as follows:

Component	Standalone Fair Value		% of Total Fair Value			Allocation of Proceeds		Allocation per Share/Warrant
Common Stock (4,716,000 shares)	$	283,381		60.45	%	$	145,701	$	0.0309
Common Stock (4,716,000 shares)	$	283,381		60.45	%	$	145,701	$	0.0309
Warrants (4,366,667 warrants)		185,430		39.55	%		95,339		0.0218
Total	$	468,811		100	%	$	241,040

The allocated value per share is $0.031 ($145,701 ÷ 4,716,000 shares), and the allocated value per warrant is $0.022 ($95,339 ÷ 4,366,667 warrants), or a 48.58% discount to market.

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 $0.12 per share, are exercisable immediately, and expire between on 1/22/2031. Each warrant entitles the holder to purchase one share of Common Stock. As of March 31, 2026, 21,042,031 warrants were outstanding.

In accordance with ASC 505-10-50-3, the following information is disclosed regarding the warrants:

	●	Number of shares issuable upon exercise: 4,366,667 shares
	●	Exercise price: $0.12 per share
	●	Exercise period: through 1/22/2031

Fair Value Measurement (ASC 820)

The fair value of the warrants was estimated using the Black-Scholes option-pricing model in accordance with ASC 820-10-35-2 (Fair Value Measurement Framework). The following significant inputs were used in the valuation:

Assumption	Value
Expected volatility		119.99%
Expected term		5 years
Risk-free interest rate		3.92%
Expected dividend yield		none

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		16,675,364	$	0.13		4.6
Granted		4,366,667		0.12		5.0
Exercised		—		—		—
Forfeited/Cancelled		—		—		—
Outstanding as at March 31, 2026		21,042,031	$	0.12		4.6

NOTE 11 – STOCKHOLDERS’ EQUITY

Preferred stock

The Company is authorized to issue 50,000,000 shares of Preferred Stock. Each share of Preferred Stock has the voting power of ten shares of Common Stock, and can at any time be converted into five (5), shares of Common Stock. The table below sets forth the number of shares of Preferred Stock issued and outstanding during the reporting period(s). There were 43,283,991 Preferred Stock outstanding on March 31, 2026:

Issuances of Preferred Stock in the period January 1 and March 31, 2025

Date		# Shares			Amount			Price/Share		Type	Notice
1/01/2025			43,158,248		$	4,408,582		$	0.102
1/10/2025	b		(150,000	)		(750	)		0.005	Stock conversion	affiliate
3/31/2025			—			214,780			—	Payroll forfeiture*	affiliate
See Note 11	d		390,140			131,076			0.342	2021 Stock Plan	affiliate
3/31/2025			43,398,388		$	4,753,688		$	0.110

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			43,283,991			$	4,748,150			$	0.110

*	The transaction originating from the Company’s Officers forfeiting $578,959 of accrued payroll in the first quarter of 2025.

Common stock

The Company is authorized to issue 400,000,000 shares of Common Stock. There were 113,361,886 Common Stock outstanding on March 31, 2026:

Issuances of Common Stock in the period January 1 and March 31, 2025

Date		# Shares		Amount		Price/Share		Type	Notice
1/01/2025			86,782,908	$	12,722,039	$	0.147
1/10/2025	b		750,000		750		0.001	Stock conversion
see Note 11	d		1,348,951		91,300		0.077	2021 Stock Plan
3/31/2025			88,881,859	$	12,814,089	$	0.144

Issuances of Common Stock in the period January 1 and March 31, 2026

Date

# Shares

Amount

Price/Share

Type

Notice

1/01/2026

108,147,731

13,607,433

0.126

1/23/2026

4,716,000

145,701

0.031

private placement

1/23/2026

—

95,339

—

warrants

1/10/2026

75,000

5,550

0.074

consulting fees

2/10/2026

239,155

10,723

0.046

consulting fees

3/10/2026

184,000

8,150

0.044

consulting fees

3/31/2026

113,361,886

13,872,896

0.122

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

75,000

4,883

0.065

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 $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.

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 pursuant to the exchange exemption under Rule 144 of the Securities Act.
c	The Company claims an exemption from the registration requirements of the Securities Act pursuant to the exchange exemption in Rule 3(a)(9) of the Securities Act.
d	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.

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:

	March 31, 2026			March 31, 2025
Risk-free interest rate		3.92	%		3.96 – 4.61	%
Expected dividend yield		0	%		0	%
Volatility factor (monthly)		119.99	%		127.02	%
Expected life of warrant		5 years			5 years

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:

	Number of Warrants ^*		Weighted Average Exercise Price		Weighted Average Remaining Expected Term
Outstanding as at January 1, 2025		1,292,030	$	0.22		2.6
Granted		—		—		—
Exercised		—		—		—
Forfeited/Cancelled		—		—		—
Outstanding as at March 31, 2025		1,292,030	$	0.22		2.7

Outstanding as at January 1, 2026		16,675,364	$	0.13		4.6
Granted		4,366,667		0.12		5.0
Exercised		—		—		—
Forfeited/Cancelled		—		—		—
Outstanding as at March 31, 2026		21,042,031	$	0.13		4.2

The following table summarizes information about stock warrants that are vested or expected to vest at March 31, 2026, with a market price of $0.045 at March 31, 2026:

				Warrants Outstanding and Exercisable
Exercise Price		Number of Warrants		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
$	0.12		19,750,001	$	0.12		4.7	$	—
	0.20-0.25		1,264,030		0.23		1.7		—
	0.47		28,000		0.47		1.4		—
$	0.12-0.47		21,042,031	$	0.13		4.2	$	—

The weighted-average remaining contractual life for warrants exercisable at March 31, 2026, is 4.2 years. The aggregate intrinsic value for fully vested, exercisable warrants was $0 at March 31, 2026.

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 15% of the then fully diluted number of shares of the Company’s Common Stock, automatically adjusted on January 1 each year. On January 1, 2026, the 2021 Plan was reset in accordance with its stipulations. After the reset on January 1, 2026, there were 51,787,524 shares of Common Stock awards available for grant.

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 10,062,844 shares issued valued at a fair historic market value of $809,407 at the time of award and at March 31, 2025, there were 8,819,753 shares issued valued at a fair historic market value of $702,084 at the time of award.

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

Date		# Shares			Amount		Price/Share	Type	Notice
1/01/2025			5,520,101	$	481,057	$	0.087
1/06/2025	*		634,921		43,045		0.067	stipend	affiliate
1/06/2025			164,731		11,037		0.067	stipend
1/06/2025	*		1,315,780		88,031		0.067	bonus	affiliate
1/06/2025			1,184,220		78,914		0.067	bonus
3/31/2025			8,819,753	$	702,084	$	0.080

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			10,062,844			$	809,407			$	0.080

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

1,081,875

82,006

0.076

stipend

affiliate

1/01/2026

150,250

11,389

0.076

stipend

1/30/2026

*†

30,000,000

1,278,600

0.043

performance grant

affiliate

3/31/2026

254,240

11,415

0.045

stipend

3/31/2026

31,486,365

1,383,410

0.044

*	The shares will be issued as shares of Preferred Stock, but are for comparison purposes expressed as Common share equivalents in this table.
†	The Board of Directors awarded the CEO 6,000,000 Preferred Shares, a 1:5 conversion, as a performance grant in recognition for his role in advancing capital funding initiatives and establishing a distribution agreement for dietary supplements.
(2)	The Board of Directors awarded the CEO 6,000,000 Preferred Shares, a 1:5 conversion, as a performance grant in recognition for his role in advancing capital funding initiatives and establishing a distribution agreement for dietary supplements.

	The Company claims an exemption from the registration requirements of the Securities Act for the compensatory benefit plan pursuant to Rule 701 of the Securities Act.

For the three months ended March 31, 2026, the Company recorded stock-based compensation expense of $1,290,015 ($1,278,600 to affiliates) in connection with share-based payment awards. For the three months ended March 31, 2025, the Company recorded stock-based compensation expense of $26,998 ($10,747 to affiliates) in connection with share-based payment awards.

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 20,301,159 options or stock awards available for grant under the 2021 Plan.

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 $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.

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 $170,887.50 with an interest accrual of 1% per month. The Company has contested the Departments decision as having no foundation or basis in fact and strongly believe it will be successful in its claim. Although, the Company’s recorded reserves of $168,500 should cover the assessed amount.

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 $0.053 per unit, less a broker (Member FINRA / SIPC) fee consisting of 8% cash commission and 8% bonus shares. The Company raised a total of $1,032,240 (after $89,760 cash commission) and issued 22,770,002 shares of Common Stock (after 1,686,667 bonus shares), as well as 21,083,335 5-year warrants exercisable to buy Common Stock at $0.12 per share. The net received by the Company was $0.047 per unit.

Subsequent to March 31, 2026, the Company raised net cash proceeds of $73,600 (after payment of $6,400 in commission) the fair value of the Common Stock was determined based on the quoted price of $0.051 per share on the issuance date. The fair value of the warrants was estimated using the Black-Scholes option-pricing model, resulting in a fair value of $0.042 per warrant.

The allocation was calculated as follows:

Component	Standalone Fair Value		% of Total Fair Value			Allocation of Proceeds		Allocation per Share/Warrant
Common Stock (1,440,001 shares)	$	56,864		61.76	%	$	45,453	$	0.0316
Warrants (1,333,334 warrants)		35,213		38.24	%		28,147		0.0211
Total	$	92,077		100	%	$	73,600

The allocated value per share is $0.032 ($45,453 ÷ 1,440,001 shares), and the allocated value per warrant is $0.021 ($28,147 ÷ 1,333,334 warrants), or a 20.1% discount to market.

SCHEDULE OF STOCKHOLDER'S EQUITY

Issuance of Common Stock subsequent to March 31, 2026

Date

# Shares

Amount

Price/Share

Type

Notice

4/01/2026

113,361,886

13,873,061

0.122

4/20/2026

833,334

26,400

0.032

private placement

4/20/2026

—

17,649

—

warrants

5/15/2026

114,195,220

13,917,110

0.122

Issuances of Warrants subsequent to March 31, 2026

Date

# Warrants

wavg Term

wavg Exerc

Type

Notice

4/01/2026

21,042,031

4.2

0.13

5/08/2026

833,334

5.0

0.12

private placement

5/15/2026

21,875,365

4.4

0.13

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

†

31,081,875

1,360,606

0.044

plan 2021

affiliate

4/01/2026

404,490

22,804

0.056

plan 2021

4/01/2026

75,000

4,883

0.065

consulting fee

5/08/2026

606,667

19,208

0.317

private placement

5/08/2026

—

10,492

—

private placement

warrants

5/10/2026

430,070

15,200

0.035

consulting fee

5/15/2026

32,598,102

1,433,193

0.044

Warrants paid, but not yet issued, subsequent to March 31, 2026

Date

# Warrants

wavg Term

wavg Exerc

Type

Notice

5/08/2026

500,000

5.0

0.12

*	During the period from April 20, 2026, to May 8, 2026, the Company proposed a private placement offering investors to purchase shares and warrants issued together as a unit; however, each warrant is detachable and separately exercisable to purchase one share of Common Stock. The average price was $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 $73,600 (after $6,400 cash commission) and issued 1,440,001 shares of Common Stock (after 106,667 bonus shares), as well as 1,333,334 5-year warrants exercisable to buy Common Stock at $0.12 per share. The net received by the Company was $0.053 per unit. As at May 15, 2026, 606,677 shares and 500,000 warrants remain un-issued.

†	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.

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.

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

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

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.

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.

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

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

(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.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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 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.

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

BIOXYTRAN, INC 10-Q