Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

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, 2024, included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 3, 2025. 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 1,000 times smaller than a red blood cell.

Provided that the Company obtains adequate funding, the following future milestones are anticipated:

	●	On December 2, 2022, India's Central Drugs Standard Control Organisation (CDSCO) issued an IND with permission to conduct: "A Phase 1b/2a Randomized, Blinded, placebo-controlled Study in Participants with Mild to Moderate COVID-19 to Evaluate the Safety, Efficacy, and Pharmacokinetics of Orally Administered ProLectin-M". The recruitment for the trial was completed on May 1, 2025. The results from the trial report, including issuance to the CDSCO, is scheduled for publication within the following 90 days. Provided positive trial results, the Company will schedule a Phase 3 clinical trial with the CDSCO.
	●	On August 21, 2023, the Company's IND #153742 under the title "PROTECT: ProLectin-M, a nucleocapsid TErminal GaleCTin antagonist for COVID-19 (PROTECT), a Randomized, Double-blinded Clinical Trial to Evaluate the Efficacy and Safety in Non-Hospitalized Adult Participants with COVID-19" was approved by the FDA, the trial is expected to start in the fourth quarter of 2025.
	●	On January 27, 2023, an additional IND with the CDSCO was issued for ProLectin-I for an "IV treatment of SARS-CoV-2 in hospitalized patients with moderate Covid-19 infections and for Long Covid", and for ProLectin-F for "treatment of lung-fibrosis as a result of use of ventilator", the trial is expected to start in the fourth quarter of 2025.
	●	On April 19, 2023, the Company announced that its Acelluar Oxygen Carrier ("AOC") BXT-25 had been successfully tested in animals. The initial results are very encouraging because they show the non-toxicity of the experimental drug, along with the corresponding full recovery in Swiss Albino mice, in an experiment carried out in a joint venture with NDPD Pharma, Inc. As a next step, the Company intends to proceed with a 14-day repeated dose toxicity study using New Zealand Rabbits and Wistar Rats.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited resources and operating history. As at September 30, 2025, the Company has one convertible loan outstanding at a total face value of $805,000 with an accrued interest of $241,433 and a estimated derivative debt of $419,206. The remaining debt mounts to $1,595,517 (whereof $541,405 is owed to affiliates with an accrued interest of $33,707). As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit of $20,522,092 as at September 30, 2025. The accumulated deficit as at December 31, 2024, was $18,921,169.

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

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

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025, AND 2024

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

OPERATING EXPENSES

Research and development		Three months ended								Nine months ended
		September 30, 2025				September 30, 2024				September 30, 2025				September 30, 2024
Process development		$	-			$	-			$	100,000			$	-
Product development			-				50,500				(500	)			50,500
Regulatory			-				500				-				500
Clinical trials			-				-				352,500				-
Project management			-				-				-				27,000
Total research and development		$	-			$	51,000			$	452,000			$	78,000

●	During the three months ended September 30, 2025, the Company did not record any R&D expenses. During the three months ended September 30, 2024, the Company record $51,000 R&D expenses.
●	During the nine months ended September 30, 2025, the Company recorded $452,000 in the development of the AOC. During the nine months ended September 30, 2024, the Company recorded $78,000 in R&D expenses.

General and Administrative		Three months ended								Nine months ended
		September 30, 2025				September 30, 2024				September 30, 2025				September 30, 2024
Payroll and related expenses		$	388,255			$	161,967			$	389,539			$	702,120
Costs for legal, accounting and other professional services			20,831				21,901				106,020				75,623
Costs for professional services affiliates			-				-				5,000				10,000
Promotional expenses			-				28,000				21,000				336,125
Miscellaneous expenses			43,178				44,465				148,863				128,079
Compensation expense			(4,383	)			8,416				36,884				187,517
Compensation expense affiliates			48,124				30,455				75,919				217,290
Total general and administrative		$	496,005			$	295,204			$	783,224			$	1,656,755

●	Payroll and related expenseswere $388,255 for the three months ended September 30, 2025, and $389,539 for the nine months ended September 30, 2025, resulting from the Company's Officers forfeiting payroll of $941,890, whereof $362,931 and $727,110 over the same periods, while $214,780 was accrued in 2024. (See note 7 for more details). For the same periods in 2024, the amount was $161,967 and $702,120, respectively.
●	The Costs for legal, accounting and other professional servicesfor the three and nine months ended September 30, 2025, were $20,831 and $111,020 (whereof $5,000 to affiliates) respectively, as compared to $21,901 and $85,623 (whereof $10,000 to affiliates) for the three and nine months ended September 30, 2024. The increased costs were a result of a mandated re-audit as a result of the prior auditors SEC suspension.
●	Promotional expensesfor the three and nine months ended September 30, 2025, were $0 and $21,000 respectively, as compared to $28,000 and $336,125 for the three and nine months ended September 30, 2024. Most of the Company's promotional expenses were eliminated as a result of the stock's depressed market price.
●	Miscellaneous G&A expensesduring the three and nine months ended September 30, 2025, was $43,178 and $148,863, respectively. During the three and nine months ended September 30, 2024, G&A was $44,465 and $128,079.
●	Stock-based compensationamounted to $43,741 (of which $48,124 was to affiliates) for the three months ended September 30, 2025. The stock-based compensation for the three months ended September 30, 2024, was $38,871 (of which $30,455 was to affiliates). Stock-based compensation amounted to $112,802 (of which $75,919 was to affiliates) for the nine months ended September 30, 2025. Stock-based compensation amounted to $404,807 (of which $217,290 was to affiliates) for the nine months ended September 30, 2024 resulting from a bonus distribution in the first quarter of 2024.

Other expenses		Three months ended								Nine months ended
		September 30, 2025				September 30, 2024				September 30, 2025				September 30, 2024
Gain/Loss of issuance		$	-			$	-			$	-			$	235,245
Change in FV of Derivative			264,796				-				(232,554	)			-
Interest expense			(36,522	)			(17,845	)			(97,791	)			(63,950	)
Interest expense affiliates			(10,759	)			(1,809	)			(26,757	)			(4,324	)
Amortization of IP			(4,236	)			(1,516	)			(8,596	)			(5,083	)
Debt discount amortization			-				(25,000	)			-				(55,000	)
Total other income (expenses)		$	213,279			$	(46,170	)		$	(365,698	)		$	106,888

●

During the three months ended September 30, 2025, the interest expense was $47,281 (of which $10,759 was to affiliates), $4,236 was amortized from the Company's IP and the derivative liability was reduced by $264,796. During the three months ended September 30, 2024, the Company recorded $25,000 in debt discount and the interest expense was $19,654 (of which $1,809 was to affiliates), $1,516 was amortized from the Company's IP.

●

During the nine months ended September 30, 2025, the interest expense was $124,548 (of which $26,757 was to affiliates), the Company amortized $8,596 from the Company's IP while the derivative liability increased by $232,554. In the same period in 2024 the Company recorded interest expenses of $68,274 (of which $4,324 was to affiliates) and amortized $5,083 in IP and $55,000 in debt discount. The Company also recorded a gain of issuance of $235,245 in a revaluation of debt conversion.

Net Loss		Three months ended								Nine months ended
		September 30, 2025				September 30, 2024				September 30, 2025				September 30, 2024
Net profit (loss) attributable to Bioxytran		$	(282,726	)		$	(392,374	)		$	(1,600,922	)		$	(1,614,543	)
Loss per Common share, basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.02	)		$	(0.01	)
Weighted average number of Common shares outstanding, basic			88,992,242				126,391,176				88,942,337				153,821,016

●

The Company generated a net loss for the three months ended September 30, 2025, of $282,726. In comparison, for the three months ended September 30, 2024, the Company generated a net loss of $392,374. The Company generated a net loss for the nine months ended September 30, 2025, of $1,600,922. In comparison, for the nine months ended September 30, 2024, the Company generated a net loss of $1,614,543.

Non-Controlling Interest
		September 30, 2025				September 30, 2024
Net loss attributable to the non-controlling interest		$	-			$	13,324

●

For the nine months ended September 30, 2024, there was a non-controlling interest attribution of $13,324, 100% of the subsidiary's shares were acquired on August 19, 2024, why the attribution of $13,324 is for the period prior to the acquisition. The remaining total $855,160 of non-controlled interest was eliminated against equity.

LIQUIDITY AND CAPITAL RESOURCES

Cash and Cash Equivalents
		September 30, 2025				December 31, 2024
Cash		$	14,499			$	5,154
Total current assets		$	14,499			$	5,154

●	As of September 30, 2025, our current assets consisted of $14,499 in cash. At December 31, 2024 we had $5,154 in cash.

Current Liabilities
		September 30, 2025				December 31, 2024
Accounts payable and accrued expenses		$	823,453			$	271,308
Accounts payable and accrued expenses affiliates			322,457				154,236
Un-issued shares liability			38,522				91,729
Un-issued shares liability affiliates			60,894				132,639
Short term loan affiliates			541,405				241,078
Short term loan			50,000				48,000
Convertible notes payable, net of discount			805,000				805,000
Derivative Liability			419,206				186,652
Total current liabilities		$	3,060,937			$	1,930,642

●

At September 30, 2025, we had total liabilities of $3,060,937, which consisted of $1,145,910 in accounts payable and accrued expenses (of which $322,457 was payable to related parties), $99,416 in un-issued shares (of which $60,894 was payable to related parties), and $805,000 in one convertible loan coupled with a derivative liability of $419,206 and $541,405 in a loan from affiliates and $50,000 in other short-term loans. At December 31, 2024, we had total liabilities of $1,930,642, which consisted of $425,544 in accounts payable and accrued expenses (of which $154,236 was payable to related parties), $224,368 in un-issued shares (of which $132,639 was payable to related parties), and $805,000 in one convertible loan coupled with a derivative liability of $186,652 and $241,078 in loans from affiliates and $48,000 in other short-term loans.

Net Working Capital and Accumulated Deficit
		September 30, 2025				December 31, 2024
Net working capital		$	(3,046,438	)		$	(1,925,488	)
Accumulated deficit		$	(20,522,092	)		$	(18,921,169	)

●

At September 30, 2025, the net working capital was negative $3,046,438 and the accumulated deficit of $20,522,092. Comparatively, on December 31, 2024, we had net working capital of negative $1,925,488 and the accumulated deficit of $18,921,169. 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-FLOWS

		September 30, 2025				September 30, 2024
Net cash used in operating activities		$	(289,484	)		$	(253,379	)
Net cash used in investing activities			(16,851	)			(16,123	)
Net cash provided by financing activities			315,680				278,088
Net increase (decrease) in cash			9,345				8,586
Cash, beginning of period			5,154				26,086
Cash, end of period		$	14,499			$	34,672

●	Net cash used in operating activities was $289,484 and $253,379 for the nine months ended September 30, 2025, and 2024, respectively.
●	Net cash used in investing activities: In the nine months ended September 30, 2025, the Company invested $16,851 in IP filing fees. In the nine months ended September 30, 2024, the amount was $16,123.
●	Cash flows from financing activities were $315,680 and $278,088 for the nine months ended September 30, 2025, and 2024, respectively.
●	The available cash was $14,499 and $34,672 in the end of the nine months ended September 30, 2025, and 2024, respectively.

Cash Proceeds from Financing Activities
		September 30, 2025				September 30, 2024
Cash proceeds from financing activities
Proceeds from stock sales		$	-			$	63,000
Stock subscription for cash			13,353				-
Proceeds from note sales			-				61,500
Short-term loans			2,000				38,000
Short-term loans from affiliates			300,327				115,588
Net cash provided by financing activities		$	315,680			$	278,088

●

During the nine months ending September 30, 2025, the Company raised $13,353 in stock subscriptions and borrowed $302,327 (whereof $300,327 was from affiliates). During the nine months ending September 30, 2024, the Company had raised $63,000 in equity and $61,500 in form of a convertible note and converted $38,000 from accounts payables to short-term debt and also borrowed $115,588 from an affiliate. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirements through the month of October 2025.

Upcoming Financing Activities

Despite the ongoing promotional activities, the Company still struggle with a deflated stock price on OTC Markets which makes it very difficult to raise funds without heavily discounting the price and diluting the shareholders. On November 14, 2025, the Company closed a Private Placement Offering under Regulation D of $430,000 for 8,600,000 units at a price of $0.05 per unit. Each unit consisted of one (1) share of Common Stock and one (1) warrant share exercisable at $0.12 per share. The shares were offered through a broker (Member FINRA / SIPC) against a fee, of (i) 8.0% of the gross proceeds in cash, and (ii) 8.0% of units sold in shares of Common Stock.

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

		September 30, 2025				December 31, 2024
Interest on notes payable		$	241,433			$	143,642
Convertible notes payable			805,000				805,000
Total		$	1,046,433			$	948,642

●

As at September 30, 2025, our contractual obligations include one convertible note with a principal of $805,000, the accrued interest for these notes mounting to $241,433. As at December 31, 2024, there were four convertible notes with a principal of $805,000, the accrued interest for these notes mounting to $143,642.

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 AND ESTIMATES

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.

We believe that the assumptions and estimates associated with fair value and stock-based compensation to have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. For further information on all of our significant accounting policies, see Note 2, "Summary of Significant Accounting Policies," to our consolidated financial statements included herein.

Stock Based Compensation

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

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

Fair Value

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

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