BIXT 10-K & 10-Q changes, risk factors and insider trading
Bioxytran, Inc. · OTC · Pharmaceutical Preparations · CIK 1445815 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Not available: the section could not be located automatically in both filings (non-standard layout or incorporated by reference). See the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
New heading “Warrant Valuation”
New heading “Business Combinations”
New heading “Segment Reporting”
Removed heading “Research and Development”
Removed heading “General and Administrative”
Removed heading “Non-Controlling Interest”
Removed heading “Current Liabilities”
Removed heading “Net Working Capital and Accumulated Deficit”
Removed heading “Cash Proceeds from Financing Activities”
Largest changes
“During the twelve months ended December 31, 2024, the Company recorded $677,781 in amortization of debt discount while the interest expense was $92,580 (whereof $8,340 to affiliates), $7,950 was amortized from the Company’s IP, a gain of income mounting to ($488,253) and there was a positive change in the FV of derivative of ($133,121). During the twelve months ended December 31, 2023, the Company recorded an interest expense of $193,191, $8,285 was amortized from the Company’s IP at net of $348,637 in amortization of warrants. …”see in full comparison
“The Company applies ASC 805, “Business Combinations”. ASC 805 requires recognition of assets acquired, liabilities assumed, and non-controlling interest in the acquired entity at the acquisition date, measured at their fair values as of that date. This ASC also requires the fair value of acquired in-process research and development (“IPR&D”) to be recorded as intangibles with indefinite lives, contingent consideration to be recorded on the acquisition date, and restructuring and acquisition-related deal costs to be expensed as incurred. …”see in full comparison
Full comparison: every changed paragraph (29)
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 provides clarity as the Company advances with its Phase 3 application. The The Phase 3 trial is projected to start in the third quarter of 2026, provided we obtain adequate funding.
On
December 2, 2022, India’s Central Drugs Standard Control Organisation (CDSCO) issued an IND with permission to conduct: “A
Phase 1b/2a Randomized, Blinded, placebo-controlled Study in Participants with Mild to Moderate COVID-19 to Evaluate the Safety, Efficacy,
and Pharmacokinetics of Orally Administered ProLectin-M”. The trial is planned to restart start on, or around, May 1, 2025.
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 secondthird quarter of 2025,2026, provided we obtain adequate
funding.
Research
and Development
During
the twelve months ended December 31, 2024, the Company recorded $112,337 in R&D expenses. During the twelve months ended December
31, 2023, the Company recorded $1,149,209. The decrease in R&D activities is due to lack of funding.
General
and Administrative
Other
income
During
the twelve months ended December 31, 2024, the Company recorded $677,781 in amortization of debt discount while the interest
expense was $92,580 (whereof $8,340 to affiliates), $7,950 was amortized from the Company’s IP, a gain of income mounting to
($488,253) and there was a positive change in the FV of derivative of ($133,121). During the twelve months ended December 31, 2023, the
Company recorded an interest expense of $193,191, $8,285 was amortized from the Company’s IP at net of $348,637 in amortization
of warrants. The gain on issuance at December, 2024, was due to a valuation difference of $488,253.
The loss on issuance at December 31, 2023, was due to a valuation difference of $212,458 leading
to a restatement of Additional Paid In Capital (“APIC”) corrected in December 2023.
Non-Controlling
Interest
For
the twelve months ended December 31, 2023, there was a non-controlling interest attribution of $90,258, 100% of the subsidiaries shares
were acquired in 2024, why the attribution of $13,324 is for the period prior to the acquisition.
Net
Loss
The
Company generated a net loss for the twelve months ended December 31, 2024, of $2,366,681. In comparison, for the twelve months ended
December 31, 2023, the Company generated a net loss of $4,472,525. The significant difference is due to the Company’s Officers
forfeiting of accrued salaries and benefits for an approximate total value of $860,000 during 2024 and that due to lack of funding our
R&D activities where very limited.
Current
Assets
As
of December 31, 2024, our current assets consisted of $5,154 in cash at December 31, 2023 we had $26,086 in cash.
Current
Liabilities
Net
Working Capital and Accumulated Deficit
Cash
Proceeds from Financing Activities
The
Company intends to issue a Private Placement Offering under Regulation D in the order of $4 million in the spring of 2025.
ThereThe
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.
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
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.
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.
Business Combinations
The Company applies ASC 805, “Business Combinations”. ASC 805 requires recognition of assets acquired, liabilities assumed, and non-controlling interest in the acquired entity at the acquisition date, measured at their fair values as of that date. This ASC also requires the fair value of acquired in-process research and development (“IPR&D”) to be recorded as intangibles with indefinite lives, contingent consideration to be recorded on the acquisition date, and restructuring and acquisition-related deal costs to be expensed as incurred. Any excess of the fair value of net assets acquired over purchase price and any subsequent changes in estimated contingencies are to be recorded in earnings. In addition, changes in valuation allowance related to acquired deferred tax assets and in acquired income tax position are to be recognized in earnings.
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.
What changed in the latest 10-Q
Risk Factors
Smaller reporting companies are not required to provide the information required by this item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026, AND 2025”
New heading “OPERATING EXPENSES”
Removed heading “RESULTS OF OPERATIONS”
Largest changes
“RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026, AND 2025”see in full comparison
“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”. …”see in full comparison
“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.”see in full comparison
“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.”see in full comparison
Full comparison: every changed paragraph (36)
Provided that the Company obtain 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”. 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.$805,000
with an accrued interest of $349,811 and a linked derivative debt of $369,730. The remaining debt mounts to $3,750,156 (whereof $1,367,713
is owed to affiliates with an accrued interest of $75,761). As shown in the accompanying consolidated financial statements, the Company
had an accumulated deficit of $23,113,235$23,733,164 as at March
31,June 30, 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 any 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.Stock. There can be no assurance that
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 SIX MONTHS ENDED JUNE 30, 2026, AND 2025
RESULTS
OF OPERATIONS
OPERATING EXPENSES
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
BIXT insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding BIXT (13F)
None of the 59 investors we track reported a position in their latest 13F.