BIXT Bioxytran Inc (QB)

 

 

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 June 30, 2024

 

OR

 

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

 

For the transition period from_____________ to _____________

 

Commission file number: 001-35027

 

BIOXYTRAN, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		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, Ste 605, Needham, MA		02494
(Address of principal executive offices)		(Zip Code)

 

617-454-1199

(Registrant’s telephone number, including area code)

 

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 August 14, 2024, was 177,955,620.

 

 

 

BIOXYTRAN, INC.

FORM 10-Q

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION
	Item 1.	Unaudited Condensed Consolidated Financial Statements	1
		Balance Sheets as of June 30, 2024, and December 31, 2023, (Unaudited)	1
		Statements of Operations for the three and six months ended June 30, 2024, and 2023, (Unaudited)	2
		Statement of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2024, and 2023, (Unaudited)	3
		Statements of Cash Flows for the six months ended June 30, 2024, and 2023, (Unaudited)	4
		Notes to Unaudited Condensed Consolidated Financial Statements	5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
	Item 4.	Controls and Procedures	21
PART II - OTHER INFORMATION
	Item 1.	Legal Proceedings	23
	Item 1A.	Risk Factors	23
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
	Item 3.	Defaults Upon Senior Securities	23
	Item 4.	Mine Safety Disclosures	23
	Item 5.	Other Information	23
	Item 6.	Exhibits	24
SIGNATURES			25

 

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., June 30, 2024

 

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2024, AND DECEMBER 31, 2023

(UNAUDITED)

 

		June 30, 2024				December 31, 2023
ASSETS
Current assets:
Cash		$	13,522			$	26,086
Total current assets			13,522				26,086
Intangibles, net			115,031				111,552
Total assets		$	128,553			$	137,638
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses		$	216,526			$	296,312
Accounts payable affiliate			107,767				2,000
Un-issued shares liability			10,242				510,284
Un-issued shares liability affiliate			55,000				515,904
Short term loan			38,000				—
Short term loan affiliate			70,974				25,000
Convertible notes payable, net of premium and discount			730,000				1,900,000
Total current liabilities			1,228,509				3,249,500
Total liabilities			1,228,509				3,249,500
Commitments and contingencies			—				—
Stockholders’ deficit:
Preferred stock, $0.001 par value; 50,000,000 shares authorized, nil issued and outstanding			—				—
Common stock, $0.001 par value; 300,000,000 shares authorized; 177,416,428 and 145,642,333 issued and outstanding as at June 30, 2024, and December 31, 2023			177,416				145,642
Additional paid-in capital			16,376,479				12,920,984
Non-controlling interest			(694,210	)			(680,886	)
Accumulated deficit			(16,959,641	)			(15,497,602	)
Total stockholders’ deficit			(1,099,956	)			(3,111,862	)
Total liabilities and stockholders’ deficit		$	128,553			$	137,638

 

See the accompanying notes to these unaudited condensed consolidated financial statements

 

 

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024, AND 2023

(UNAUDITED)

 

		June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
		Three months ended								Six months ended
		June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
Operating expenses:
Research and development		$	—			$	149,638			$	27,000			$	288,642
General and administrative			441,247				604,932				608,396				928,070
General and administrative affiliate			102,447				298,000				391,844				572,500
Compensation Expense			10,691				360				179,101				1,210
Compensation Expense affiliate			55,000				4,750				186,835				17,500
Total operating expenses			609,385				1,057,680				1,393,176				1,807,922
Loss from operations			(609,385	)			(1,057,680	)			(1,393,176	)			(1,807,922	)
Other expenses:
Interest expense			(19,913	)			(39,477	)			(46,647	)			(106,698	)
Interest expense affiliate			(876	)			—				(1,973	)			—
Amortization of IP			(1,536	)			(2,188	)			(3,567	)			(2,702	)
Debt discount amortization and issuance of warrants			(30,000	)			(348,637	)			(30,000	)			(348,637	)
Total other income (expenses)			(52,325	)			(390,302	)			(82,187	)			(458,037	)
Net loss before provision for income taxes			(661,710	)			(1,447,982	)			(1,475,363	)			(2,265,959	)
Provision for income taxes			—				—				—				—
NET LOSS			(661,710	)			(1,447,982	)			(1,475,363	)			(2,265,959	)
Net loss attributable to the non-controlling interest			—				764				13,324				33,658
NET LOSS ATTRIBUTABLE TO BIOXYTRAN		$	(661,710	)		$	(1,447,218	)		$	(1,462,039	)		$	(2,232,301	)
Loss per Common share, basic and diluted		$	(0.00	)		$	(0.01	)		$	(0.01	)		$	(0.02	)
Weighted average number of Common shares out-standing, basic and diluted			176,605,978				128,804,789				171,264,464				126,224,323

 

See the accompanying notes to these unaudited condensed consolidated financial statements

 

 

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, 2024, AND 2023

(UNAUDITED)

 

		Shares				Amount				Shares				Amount				Common				Preferred				Accumul. Deficit				Non- contr. Int.				Total Equity
		Common Stock								Preferred Stock								Add. Paid in Capital
		Shares				Amount				Shares				Amount				Common				Preferred				Accumul. Deficit				Non- contr. Int.				Total Equity
January 1, 2023			123,252,235			$	123,252				—			$	—			$	8,392,430			$	—			$	(11,217,600	)		$	(590,628	)		$	(3,292,546	)
Stock transactions			250,000				250												79,750																80,000
Stock subscription																			(30,000	)															(30,000	)
Net loss attrib to the non-contr int.																															(32,894	)			(32,894	)
Net loss															-								-				(785,083	)							(785,083	)
March 31, 2023			123,502,235			$	123,502				—			$	—			$	8,442,180			$	—			$	(12,002,683	)		$	(623,522	)		$	(4,060,523	)
Stock transactions			192,411				192												64,808																65,000
Issuance stock plan affiliate			110,000				110												50,090																50,200
Issuance stock plan other			4,000				4												1,786																1,790
Conversion of debt affiliate			6,763,562				6,764												2,157,576																2,164,340
Conversion of debt other			137,656				138												43,912																44,050
Convertible note			1,325,430				1,325												170,981																172,306
Issuance of warrants																			348,637																348,637
Net loss attrib to the non-contr int.																															(764	)			(764	)
Net loss															-								-				(1,447,218	)							(1,447,218	)
June 30, 2023			132,035,294			$	132,035				—			$	—			$	11,279,970			$	—			$	(13,449,901	)		$	(624,286	)		$	(2,662,182	)

 

		Common Stock								Preferred Stock								Add. Paid in Capital
		Shares				Amount				Shares				Amount				Common				Preferred				Accumul. Deficit				Non- contr. Int.				Total Equity
January 1, 2024			145,642,333			$	145,642				—			$	—			$	12,920,984			$	—			$	(15,497,602	)		$	(680,886	)		$	(3,111,862	)
Stock transactions			(1,000,000	)			(1,000	)											1,000																—
Stock subscription			333,333				333												(333	)															—
Issuance stock plan affiliate			1,190,460				1,191												130,645																131,836
Issuance stock plan other			1,643,231				1,643												166,805																168,448
Conversion of debt affiliate			3,599,289				3,599												482,305																485,904
Conversion of debt other			7,409,512				7,410												877,994																885,404
Conversion of warrants			4,356,778				4,357												(4,357	)															—
Convertible note			9,857,092				9,857												1,253,705																1,263,562
Net loss attrib to the non-contr int.																															(13,324	)			(13,324	)
Net loss															-								-				(800,329	)							(800,329	)
March 31, 2024			173,032,028			$	173,032				—			$	—			$	15,828,748			$	—			$	(16,297,931	)		$	(694,210	)		$	(990,361	)
Balance			173,032,028			$	173,032				—			$	—			$	15,828,748			$	—			$	(16,297,931	)		$	(694,210	)		$	(990,361	)
Stock transactions			580,396				580												62,420																63,000
Issuance stock plan affiliate			241,938				242												29,758																30,000
Issuance stock plan other			36,246				36												10,659																10,695
Conversion of debt			2,277,397				2,277												283,848																286,125
Convertible note			1,248,423				1,249												161,046																162,295
Net loss															-								-				(661,710	)			-				(661,710	)
June 30, 2024			177,416,428			$	177,416				—			$	—			$	16,376,479			$	—			$	(16,959,641	)		$	(694,210	)		$	(1,099,956	)
Balance			177,416,428			$	177,416				—			$	—			$	16,376,479			$	—			$	(16,959,641	)		$	(694,210	)		$	(1,099,956	)

 

See the accompanying notes to these unaudited condensed consolidated financial statements

 

 

BIOXYTRAN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2024, AND 2023

(UNAUDITED)

 

		June 30, 2024				June 30, 2023
		Six Months Ended
		June 30, 2024				June 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(1,475,363	)		$	(2,265,959	)
Adjustments to reconcile net loss to net cash used in operating activities:
Debt discount amortization, incl. issuance of warrants			30,000				348,637
Amortization of IP			3,567				2,702
Stock-based compensation			179,101				1,210
Stock-based compensation affiliate			186,835				17,500
Interest paid for note conversion			164,357				7,306
Changes in operating assets and liabilities:
Accounts payable and accrued expenses			630,286				(106,682	)
Accounts payable affiliate			151,199				1,655,113
Net cash used in operating activities			(130,018	)			(340,173	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in intangibles			(7,046	)			(25,047	)
Net cash used in investing activities			(7,046	)			(25,047	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock sales			63,000				115,000
Proceeds from issuance of convertible notes payable			61,500				—
Net cash provided by financing activities			124,500				115,000
Net decrease in cash			(12,564	)			(250,220	)
Cash, beginning of period			26,086				295,401
Cash, end of period		$	13,522			$	45,181
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid		$	—			$	52,425
Income taxes paid			—				—
NON-CASH INVESTING & FINANCING ACTIVITIES
Issuance of warrants			—				348,637
Debt discount on convertible note			75,000				—
Common shares issued for the conversion of principal and accrued interest			1,425,857				172,306
Common shares issued for the conversion of accounts payable			1,171,529				—
Common shares issued for the conversion of accounts payable affiliate		$	485,904			$	—

 

See the accompanying notes to these unaudited condensed consolidated financial statements

 

 

BIOXYTRAN, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024, AND 2023

(UNAUDITED)

 

NOTE 1 – BACKGROUND AND ORGANIZATION

 

Business Operations

 

Bioxytran, Inc. (the “Company”) is a clinical stage pharmaceutical company focused on the development, manufacture and commercialization of therapeutic drugs designed to address hypoxia (a lack of oxygen to tissues) in humans in a safe and efficient manner.

 

Pharmalectin, Inc. (the “Pharmalectin” is a subsidiary focused on the development, manufacture and commercialization of therapeutic drugs designed to address conditions related to viral diseases.

 

Pharmalectin (BVI), Inc. (the “Pharmalectin BVI”) is a subsidiary serving as custodian of the Company’s Copyrights, Trademarks and Patents.

 

Pharmalectin India Pvt Ltd. (“Pharmalectin India”) is a subsidiary 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 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 September 21, 2018, the Company underwent under a reorganization in the form of a reverse merger and is currently registered as a Nevada corporation with a taxing structure for U.S. federal and state income tax as a C-Corporation with 300,000,000 authorized shares of Common Stock with a par value of $0.001, and 50,000,000 shares of Preferred Stock with a par value of $0.001. As at June 30, 2024, there are 177,416,428 shares of Common Stock issued and outstanding; 94,057,658 shares (53.1%) are beneficially held by insiders, or their affiliates.

 

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 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. The Subsidiary was founded under the name of Bioxytran “Bioxytran (DE)”. On April 29, 2020, the name was changed to Pharmalectin, Inc. As at June 30, 2024, there are 29,410,000 shares of Common Stock issued and outstanding; of which 15,000,000 (51%) shares are held by Bioxytran and 14,410,000 shares (49%) are held by an affiliate where the beneficial ownership includes the Company’s officers.

 

Pharmalectin BVI was organized on March 17, 2021, as a British Virgin Islands (“BVI”) Business Corporation with a BVI corporate taxing structure with 50,000 authorized and outstanding shares of Common Stock with a par value of $1.00. The Company holds 100% of the shares in the Subsidiary.

 

Pharmalectin India was organized on August 30, 2023, as an Indian Business Corporation with its principal place of business in Hyderabad, Telangana, India, with 50,000 authorized shares of Common Stock with a par value of $0.12 (₹10). There are currently 41,020 outstanding shares whereof 41,000 (99.95%) are held by the Company.

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited consolidated financial statements.

 

While the information presented in the accompanying financial statements is unaudited, it includes all adjustments which are, in the opinion of the management, necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the U.S. GAAP. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and prepared in accordance with U.S. GAAP. These financial statements should be read in conjunction with the Company’s December 31, 2023, audited financial statements and notes.

 

5

 

Reclassification

 

Statements of Operations: By request from our shareholders general and administrative expenses, as well as Interest expenses has been separated into affiliate and third party (others) in comparison with earlier periods.

 

Statements of Cash Flows: By request from our shareholders stock-based compensation has been separated into affiliate and third party (others) in comparison with earlier periods.

 

Principles of Consolidation

 

The accompanying unaudited condensed consolidated financial statements include the accounts of Bioxytran, including its majority owned subsidiary, Pharmalectin, as well as its wholly owned subsidiaries, Pharmalectin BVI and Pharmalectin India (collectively, the “Company”). 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 an original maturity date of three months or less to be cash equivalents.

 

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, valuation of warrants, valuations in connection with convertible notes 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 June 30, 2024, we would, based on the market price of $0.096/share, be obligated to issue approximately 11,381,338 shares of Common Stock upon conversion of the currently outstanding 2021 convertible note (the “2021 Note”), based on $910,096 in outstanding principal and interest. The 2021 Note carry an interest rate of 10% and is convertible at a fixed exercise price of $0.08/share. Upon exercise of outstanding warrants 1,292,030 shares could be issued, along with an additional 1,130,114 shares for warrants with dilutive exercise. The 2021 stock plan has 27,006,439 stock or options available for grant and there are 245,000 shares available for exercise with outstanding stock options.

 

The 14,410,000 (49%) shares of Common Stock in the Subsidiary, owned by an affiliate. The affiliate has the option to convert the shares into 16.8% of the Company’s Common Stock, currently 42,453,550 shares on a fully diluted basis.

 

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 pursuant ASC 718. Stock-based compensation expense is recorded by the Company over the requisite service period, or vesting period, in the same expense classifications in the statements of operations, as if such amounts were paid in cash.

 

Accounting for subsidiary stock transactions

 

The Company accounts for subsidiary stock transactions in accordance with Opinions of the Accounting Principles Board 09 (APBO No. 9). In paragraph 28, this pronouncement excluded all adjustments from transactions in a company’s own stock “…from the determination of net income or the results of operations under all circumstances.”

 

6

 

Research and Development

 

The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. In the six months ended June 30, 2024, the Company incurred $27,000 in research and development expenses, while during the six months ended June 30, 2023, the Company incurred $288,642.

 

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 condensed consolidated financial statements, we are required to estimate accrued expenses. This process involves identifying services that third parties have performed on our behalf and estimating the level of service performed and the associated cost incurred on these services as at each balance sheet date in our consolidated financial statements. Examples of estimated accrued expenses include professional service fees, such as those arising from the services of attorneys and accountants and accrued payroll expenses. In connection with these service fees, our estimates are most affected by our understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that we do not identify certain costs that have been incurred or we under, or over, estimate the level of services or costs of such services, our reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to our judgment. We make these judgments based upon the facts and circumstances known to us in accordance with accounting principles generally accepted in the U.S.

 

Warrants

 

The Company has issued Common Stock warrants in connection with the execution of certain equity and debt financings. The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of our common share price, remaining life of the warrant, and risk-free interest rates at each period end.

 

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.

 

Recent Accounting Pronouncements

 

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.

 

7

 

The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2020, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2022. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.

 

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed interim financial statements.

 

NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

 

As at June 30, 2024, the Company had cash of $13,522 and a negative working capital of $1,214,987. The Company has not yet generated any revenues, and has incurred cumulative net losses of $16,959,641. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

During the six months ended June 30, 2024, the Company raised a net of $63,000 in cash proceeds from equity and $61,500 in cash proceeds from the issuance of convertible notes. During the same period in 2023, the Company raised a net of $115,000 in cash proceeds from equity. 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 2024, and is pursuing alternative opportunities to funding.

 

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

 

Accordingly, the accompanying unaudited condensed 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 unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

 

NOTE 4 - AFFILIATE TRANSACTIONS

 

The Company holds License Agreements (the “License(s)” or “Agreement(s)”) for a medical device (license obtained in 2019) and a compound (license obtained in 2021), with two affiliated companies where the beneficial ownership includes the Company’s officers. The products were developed prior to the establishment of Bioxytran. The yearly maintenance fees for each license amount to $5,000 per year. During the six months ended June 30, 2024, and in 2023, there was $10,000 in transactions with affiliates for license maintenance.

 

The Company had at June 30, 2024, loan agreements calling for an 8% interest with two of its affiliates for a total value of $70,974 with an accrued interest of $2,515. As at December 31, 2023, there was a loan for $25,000 with an accrued interest of $542.

 

NOTE 5 - INTANGIBLES

 

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment charges were recorded for the six months ended June 30, 2024, and the year ended December 31, 2023.

 

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 twenty years.

 

SCHEDULE OF INTANGIBLES

		Estimated Remaining Life (years)			June 30, 2024				December 31, 2023
Capitalized patent costs		18			$	130,526			$	123,480
Accumulated amortization						(15,495	)			(11,928	)
Intangible assets, net					$	115,031			$	111,552

 

8

 

NOTE 6 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

On June 30, 2024, there was $2,515 in interest due and $70,974 in loans from affiliates, and $55,000 in un-issued shares liability affiliate. On December 31, 2023, there was $2,000 in accounts payable and $25,000 in loans from affiliates, and $515,904 in un-issued shares liability affiliate.

 

The following table represents the major components of accounts payables and accrued expenses and other current liabilities at June 30, 2024, and at December 31, 2023:

 

SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

			June 30,2024				December 31, 2023
Accounts payable affiliate	(1)		$	105,251			$	2,000
Professional fees				41,846				70,895
Payroll Tax				14,058				—
401K				52,434				—
Interest affiliate	(2)			2,515				—
Interest				105,507				223,759
Other				2,682				1,658
Un-issued share liability, affiliate	(3)			55,000				515,904
Un-issued share liability, consultant				10,242				510,284
Short term loan from Affiliate	(2)			70,974				25,000
Short term loan				38,000				—
Convertible note payable				730,000				1,900,000
Total current liabilities			$	1,228,509			$	3,249,500

 

(1)	As at June 30, 2024, there are $105,252 in affiliate accounts payable. Accumulated payroll for the months of April to June 2024 is $96,252, $35,001 for each the CEO and CFO and $26,250 for the CCO, each person also has $3,000 of expense claims. On December 31, 2023, there was $2,000 due to the CFO for advanced expenses.
(2)	On June 30, 2024, the Company has a loan of $70,974 from affiliates, the interest is 8% and is currently $2,515. On December 31, 2023, the loan was $25,000 while there was no interest due.
(3)	On June 30, 2024, there are 454,546 shares of Common Stock awarded but not issued to three Board Members in the second quarter of 2024. The total fair market value at the time of the award was $55,000. On December 31, 2023, there were 211,269 shares awarded but not issued to three Board Members. The total fair market value at the time of the award was $30,000. There were also 3,599,289 shares not issued, but converted, from salaries and expenses by the management for a fair market value of $485,904.

 

NOTE 7 – 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 Notes, the Holders of the Notes, (the “2021 Holders”), have the option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the 2021 Notes into shares of our Common Stock at the Conversion Price. The “Conversion Price” will be the lesser of (i) $.13 per share or (ii) 85% of the closing price of Any Qualified Financing, which consists of any fundraising whereby the Company receives gross proceeds of not less than $500,000.

 

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

 

On May 5, 2023, three (3) of the Notes were renegotiated; the interest was set to 10%, a prepayment of 120% was included, and the Notes was extended until April 30, 2024. The conversion price was adjusted to the lower of (i) a fixed price of $0.13, or (ii) if the VWAP at the date of conversion is below $0.13, the conversion price will be reduced with 120% of the difference between fixed price and VWAP.

 

On May 1, 2024, the 2021 Note was extended once more, until November 30, 2024, in exchange for a $105,000 debt discount, and a fixed conversion price of $0.08.

 

For the Notes issued the Company claims an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) for the private placement of these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. The Common Stock underlying the Note(s), when issued, bear a restrictive legend and are currently eligible for resale under Rule 144.

 

9

 

At June 30, 2024, and December 31, 2023, the outstanding convertible notes were as follows:

 SCHEDULE OF OUTSTANDING CONVERTIBLE NOTES

Name				Principal due				Debt discount				Accrued interest				Total amount due
				December 31, 2023
Private Placement, 2021 Note		(1)		$	900,000			$	—			$	63,814			$	963,814
2021 Note issued in exchange for prior Notes		(2)			1,000,000				—				159,945				1,159,945
				$	1,900,000			$	—			$	223,759			$	2,123,759

 

				June 30, 2024
Private Placement, 2021 Note		(3)		$	805,000			$	(75,000	)		$	105,507			$	835,507

 

(1)	Net cash received from these notes were $1,045,150, after a Debt Discount of $119,850 was paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA / SIPC). In the first six months of 2024, a total of $200,000 was converted into 1,675,849 shares of Common Stock.
(2)	All earlier issued Notes were paid off and assumed by a different entity/company. Portions of the balance was forgiven and a new note of $1,000,000 was issued to a third party. In the first six months of 2024, a total of $1,163,562 (whereof $163,562 in interest) was converted into 8,950,474 shares of Common Stock.
(3)	On May 1, 2024, the 2021 Note with an interest of 10% was extended for seven months, or until November 30, 2024, in exchange for (i) reduction of conversion price to $0.08, and (ii) a debt discount of $105,000. At June 30, 2024, $75,000 of the debt discount remains to be amortized.

 

Private Placement, 2024

 

On March 15, 2024, we entered into a Security Purchase Agreements (the “2024 SPA’s”), with an accredited investor, under which we agreed to sell a Note, in a principal amount of $61,500 with 8% interest (the “2024 Note”) to the holders of the 2024 Note (the “2024 Holder”).

 

At any time after the issue date of the 2024 Note, the 2024 Holder has the option to convert any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the Note into shares of our Common Stock at the Conversion Price. The “Conversion Price” is set to $0.13 per share.

 

On April 15, 2024, the 2024 Note was converted into 479,192 shares of Common Stock. The interest for the note was $795.

 

NOTE 8 – STOCKHOLDERS’ EQUITY

 

The Company is authorized to issue 300,000,000 shares of Common Stock, and 50,000,000 shares of Preferred Stock.

 

Preferred Stock

 

As at June 30, 2024, no Preferred shares have been designated nor issued.

 

Common Stock

 

Number of shares of Common Stock issued and outstanding during the reporting period(s):

 

Issuances in the period January 1 and June 30, 2023

 SCHEDULE OF COMMON STOCK ISSUED AND OUTSTANDING

Date		# Shares				Amount				Price/Share				Type		Notice
1/01/2023			123,252,235			$	8,515,682
1/04/2023	(1)		93,750				30,000			$	0.320			private placement
1/04/2023			—				(30,000	)			-			subscription
2/10/2023	(1)		156,250				50,000				0.320			private placement
4/14/2023	(3)		137,656				44,050				0.320			debt conversion
4/14/2023	(3)		6,763,562				2,164,340				0.320			debt conversion		affiliate
4/18/2023	(1)		78,125				25,000				0.320			private placement
5/10/2023	(5)		—				348,637				n/a			warrants
5/15/2023	(1)		114,286				40,000				0.350			private placement
5/17/2023	(2)		522,138				67,878				0.130			convertible note
6/26/2023	(2)		803,292				104,428				0.130			convertible note
see Note 9	(4)		110,000				50,200				0.456			2021 Stock Plan		affiliate
see Note 9	(4)		4,000				1,790				0.448			2021 Stock Plan
6/30/2023			132,035,294			$	11,412,005

 

10

 

Issuances in the period January 1 and June 30, 2024
Date		# Shares				Amount				Price/Share				Type		Notice
1/01/2024			145,642,333			$	13,066,626
1/17/2024	(1)		333,333				45,000			$	0.135			private placement
1/17/2024			—				(45,000	)			n/a			subscription
1/18/2024	(3)		3,703,704				500,000				0.135			debt conversion
1/18/2024	(3)		3,599,289				485,904				0.135			debt conversion		affiliate
1/19/2024	(1)		(1,000,000	)			n/a				n/a			return to treasury
1/22/2024	(3)		4,356,778				n/a				n/a			exercise of warrant		cashless
1/22/2024	(2)		8,950,474				1,163,562				0.130			convertible note
3/20/2024	(2)		906,618				100,000				0.110			convertible note
3/27/2024	(3)		3,705,808				385,404				0.104			debt conversion
4/04/2024	(3)		1,000,000				104,000				0.104			debt conversion
4/15/2024	(2)		479,192				62,295				0.130			convertible note
4/15/2024	(1)		173,077				18,000				0.104			private placement
4/19/2024	(3)		250,000				32,125				0.129			debt conversion
4/22/2024	(1)		194,553				25,000				0.128			private placement
5/16/2024	(2)		769,231				100,000				0.130			convertible note
5/20/2024	(3)		1,027,397				150,000				0.146			debt conversion
6/27/2024	(1)		212,766				20,000				0.094			private placement
see Note 9	(4)		1,432,398				161,836				0.113			2021 Stock Plan		affiliate
see Note 9	(4)		1,679,477				179,143			$	0.104			2021 Stock Plan
6/30/2024			177,416,428			$	16,553,895

 

(1)	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.
(2)	The Common Stock underlying the Convertible Note(s) are currently eligible for resale under Rule 144. At the time of sale of the promissory note, the Company claimed an exemption from the registration requirements of the Securities Act for these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.
(3)	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.
(4)	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.
(5)	The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption in section 12(a) of the Securities Act.

 

Common Stock Warrants

 

In the six months ended June 30, 2024, the Company did not issue any Warrants. In the six months ended June 30, 2023, the Company issued 800,000 5-year warrants exercisable at $0.20/share, in connection with the refinancing of the convertible notes, valued at $0.436/share, based on Black and Scholes Option Pricing Model, for a total value of $348,637.

 

The following table summarizes the Company’s Common Stock warrant activity in the six months ended June 30, 2024, and 2023:

 SCHEDULE OF WARRANT ACTIVITY

		Number of Warrants				Weighted Average Exercise Price				Weighted- Average Remaining Expected Term
Outstanding as at January 1, 2023			542,030			$	0.42				4.1
Granted			800,000				0.20				5.0
Exercised			—				—				—
Forfeited/Cancelled			—				—				—
Outstanding as at June 30, 2023			1,342,030			$	0.29				4.4
Outstanding as at January 1, 2024			1,342,030			$	0.29				3.5
Granted			—				—				—
Exercised			—				—				—
Forfeited/Cancelled			—				—				—
Outstanding as at June 30, 2024			1,342,030			$	0.29				3.3

 

A warrant agreement issued in 2019 for a total of 50,000 warrants includes provisions for dilutive issuance and cash-less exercise. If exercised at December 31, 2023, the provisions would have resulted in an issuance of 1,130,114 shares at an average conversion price of $0.096, or 541,878 shares in a cash-less exercise. The warrant should have been cancelled on May 3, 2021 in connection with the issuance of a restructuring note issued in exchange for notes issued in 2019 and a reservation is held against the purchaser of the 2021 Note. The warrant is expected to forfeit on October 22, 2024.

 

11

 

The following table summarizes information about stock warrants that are vested or expected to vest at June 30, 2024:

 SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS

				Warrants Outstanding and Exercisable
Number of Warrants				Weighted Average Exercise Price Per Share				Weighted Average Remaining Contractual Life (Years)				Aggregate Intrinsic Value
	1,342,030			$	0.29				3.3			$	—

 

The weighted-average remaining contractual life for warrants exercisable at June 30, 2024, is 3.3 years. The aggregate intrinsic value for fully vested, exercisable warrants was $0 at June 30, 2024.

 

NOTE 9 – STOCK OPTION PLAN AND STOCK-BASED COMPENSATION

 

On January 15, 2021, the Company adopted a stock option plan entitled “The 2021 Stock Plan” (2021 Plan) under which the Company may grant Options to Purchase Stock, Stock Awards or Stock Appreciation Rights up to 15% of the then fully diluted number of shares of the Company’s Common Stock, automatically adjusted on January 1 each year. On January 1, 2024, the 2021 Employee, Director and Consultant Stock Plan (the “2021 Plan”) was reset in accordance with its stipulations. After the reset there were 30,028,314 shares of Common Stock awards available for grant.

 

Under the terms of the stock 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 of Common Stock granted and vested under the 2021 Plan

 

As at and January 1, 2024, there were 5,288,687 shares issued valued at a fair historic market value of $99,910 at the time of award and at June 30, 2024, there were 8,400,562 shares issued valued at a fair historic market value of $440,386 at the time of award. As at January 1, 2023, there were 4,290,709 shares issued valued at a fair historic market value of negative $97,272 (historically awarded “expensive” stock were returned to treasury in 2021) at the time of award and at June 30, 2023, there were 4,404,709 shares issued valued at a fair historic market value of negative $45,282 at the time of award.

 

The following table summarizes the Company’s granted and issued stock awards in the six months ended June 30, 2024, and 2023:

 SCHEDULE OF GRANTED AND ISSUED STOCK AWARDS

Issuances under the 2021 Stock Plan in the period January 1 and June 30, 2023
Date		# Shares				Amount				Price/Share				Type		Notice
1/01/2023			4,290,709			$	(97,272	)
4/19/2023			110,000				50,200			$	0.456			stipend		affiliate
4/19/2023			4,000				1,790			$	0.448			stipend
6/30/2023			4,404,709			$	(45,282	)

 

Issuances under the 2021 Stock Plan in the period January 1 and June 30, 2024
Date		# Shares				Amount				Price/Share				Type		Notice
1/01/2024			5,288,687			$	99,910
3/27/2024			211,269				30,000			$	0.142			stipend		affiliate
3/27/2024			72,423				10,284				0.142			stipend
3/27/2024			979,191				100,855				0.103			bonus		affiliate
3/27/2024			1,570,808				158,643				0.104			bonus
3/27/2024			(50,000	)			n/a				n/a			return to treasury
4/19/2024			241,938				30,000				0.124			stipend		affiliate
4/19/2024			86,246				10,694			$	0.124			stipend
6/30/2024			8,400,562			$	440,386

 

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.

 

12

 

Stock options granted and vested 2021 Plan

 

As at January 1, 2024, there were 335,000 outstanding stock options valued at historic fair market value of $155,505. There were 90,000 options were forfeited in the six months ended June 30, 2024, and no stock options were granted. At June 30, 2024, there were 245,000 outstanding stock options with a fair historic market value of $141,105. As at January 1, 2023, there were 524,000 outstanding stock options valued at historic fair market value of $173,362. There were 96,000 options were forfeited in the six months ended June 30, 2023, and no stock options were granted. At June 30, 2023, there were 428,000 outstanding stock options with a fair historic market value of $167,732.

 

The following table summarizes the Company’s stock option activity in the six months ended June 30, 2024, and 2023:

 SCHEDULE OF STOCK OPTIONS ACTIVITY

		Number of Options				Exercise Price per Share				Weighted Average Exercise Price per Share
Outstanding as of January 1, 2023			524,000				$ 0.001 – 0.95			$	0.44
Granted			—				—				—
Exercised			—				—				—
Options forfeited/cancelled			(96,000	)			0.001 – 0.20				0.01
Outstanding as of June 30, 2023			428,000				$ 0.001 – 0.95			$	0.52
Outstanding as of January 1, 2024			335,000				$ 0.001 – 0.95			$	0.62
Granted			—				—				—
Exercised			—				—				—
Options forfeited/cancelled			(90,000	)			0.190 – 0.20				0.20
Outstanding as of June 30, 2024			245,000				$ 0.001 – 0.95			$	0.78

 

The following table summarizes information about stock options that are vested or expected to vest at June 30, 2024:

 SCHEDULE OF STOCK OPTION VESTED

								Options Outstanding
Exercise Price				Number of Options				Weighted Average Exercise Price Per Share				Weighted Average Remaining Contractual Life (Years)				Aggregate Intrinsic Value
$	0.001				45,000			$	0.001				0.08			$	4,320
	0.950				200,000				0.950				0.20				—
$	0.001 – 0.950				245,000			$	0.78				0.18			$	4,320

 

The weighted-average remaining estimated life for options exercisable at June 30, 2024, is 0.18 years.

 

The aggregate intrinsic value for fully vested, exercisable options was $4,320 at June 30, 2024, and at December 31, 2023, was $6,750. The actual tax benefit realized from stock option exercises in the six months ended at June 30, 2024, and 2023, was $0 as no options were exercised.

 

In the six months ended June 30, 2024, and 2023, the Company recorded stock-based compensation expense of $365,936 and $18,710, respectively, in connection with share-based payment awards.

 

As at June 30, 2024, the Company has 27,006,439 options or stock awards available for grant under the 2021 Plan.

 

NOTE 10 – NON-CONTROLLING INTEREST

SCHEDULE OF NON CONTROLLING INTEREST 

		June 30, 2024				December 31, 2023
Net loss Subsidiary		$	(27,191	)		$	(333,630	)
Net loss attributable to the non-controlling interest			13,324				90,258
Net loss affecting Bioxytran			(13,867	)			(243,372	)
Accumulated losses			(3,955,108	)			(3,927,917	)
Accumulated losses attributable to the non-controlling interest			855,160				841,836
Accumulated losses affecting Bioxytran			(3,099,948	)			(3,086,081	)
Net equity non-controlling interest		$	(694,210	)		$	(680,886	)

 

13

 

As at June 30, 2024, there are 29,410,000 issued and outstanding shares in Pharmalectin; 15,000,000 (51%) shares of Common Stock are held by Bioxytran and 14,410,000 shares (49%) are held by an affiliate where the beneficial ownership includes the Company’s officers. As per the exchange terms in the Joint Venture Agreement dated November 15, 2020, the affiliate has the option to convert up to 15,000,000 shares in the Subsidiary into a 17.5%, or a pro-rated quantity thereof, ownership in the Company. If the option is exercised, it would result in notable dilution to shareholders which could lead to a significant decrease in our stock price, based on how the market perceive the value of fully control the Subsidiary.

 

NOTE 11 – COMMITMENTS AND CONTINGENCIES

 

Employment contracts

 

Our Executive Officers have entered into employment contracts and confidentiality, non-disclosure and assignment of invention agreements. The most substantial provisions include;

 

	●	Compensation 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.

 

NOTE 12 – SUBSEQUENT EVENTS

 

The Company has evaluated events from June 30, 2024, through the date the financial statements were issued and did not, other than what is disclosed in the below, identify any further subsequent events requiring disclosure.

 

Entry into a Material Definitive Agreement

 

On July 15, 2024, Bioxytran entered into a Joint Venture Agreement (“JV Agreement”) with the Heme Foundation (1), and NDPD Pharma, Inc. (2). The JV Agreement outlines each partners contributions and rights in the development of a Universal Oxygen Carrier (“UOC”).

 

Bioxytran’s Universal Oxygen Carrier represents a potential paradigm shift in transfusion medicine and life-saving blood oxygenation therapy. The inception of UOC began with a profound understanding of the physiological mechanisms governing oxygen delivery. Insights into carbohydrate science have led to the creation of this revolutionary product, making UOC essentially invisible to the human immune system. As a result, UOC circumvents the issue of immune rejection commonly found with other blood substitutes.

 

UOC is a hemoglobin-based oxygen carrier (“HBOC”) designed to mimic the oxygen transportation function of red blood cells. While technology show promise as a blood alternative, there are side-effects associated with HBOC’s, such as high blood pressure, and the risk of organ damage. Unlike other HBOC’s, treatment with UOC has shown no known side-effects in any studies.

 

UOC uses a heme-carbohydrate complex, which involves the separation of the heme group from the globin portion of the hemoglobin molecule. This complex is then linked to a carefully selected sugar molecule that protects the heme, creating a stable oxygen-carrying molecule thousands of times smaller than a red blood cell. The size differential is pivotal, potentially allowing UOC to traverse the circulatory system with greater ease and deliver oxygen more efficiently to hypoxic tissues. UOC can be used with patients of all blood types and has an expected half-life of 18 hours. Bioxytran’s UOC is also shelf-stable, requiring no refrigeration and with a storage life of 5+ years in liquid or dehydrated form.

 

The development cost is estimated to between $20 to $25 million dollars over a 3 ½ to 5-year period. To date, the JV has invested over $2 million in prototypes and in the development of compounds. The Heme Foundation initially aim to contribute $10 million to the project.

 

14

 

Bioxytran has in collaboration with NDPD formulated and manufactured the carbohydrate compound that is linked to the HBOC. Further, NDPD has engineered a sophisticated manufacturing prototype, where the production of UOC has been validated for efficacy and non-toxicity in two successful smaller scale animal trials. NDPD is currently initiating the lyophilization (freeze-drying) of the compound, and has in collaboration with the Company’s interim CMO and a CRO, specialized in preclinical research, developed a protocol for an upcoming larger scale 14-day repeat dosage toxicology study, in two animal species. The protocol is currently under review by the study facility’s Ethics Committee.

 

(1)	The Heme Foundation is a Pennsylvania 501(c)(3) non-profit founded in 2021, with a mission “To Solve the Worlds Blood Shortage”. https://hemefoundation.org/donate/
(2)	NDPD Pharma, Inc. is a Delaware corporation founded in 2017. NDPD specializes in prototyping and the development of purpose-built equipment for pharmaceutical manufacturing, and in the formulation of carbohydrate molecules, deriving from partially hydrolyzed guar gum or PHGG. NDPD is an affiliate of Bioxytran, and the beneficial ownership includes the Company’s officers.

 

Stockholder’s Equity

 

Shares Awarded under the 2021 Stock Plan

 

SCHEDULE OF SHARES AWARDED AND STOCK OPTIONS FORFEITED

Date				# Shares				Amount				Price/Share				Type				Notice
	8/14/2024				454,546			$	55,000			$	0.121				stipend				affiliate
	8/14/2024				84,646			$	10,242			$	0.121				stipend

 

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.

 

Stock options forfeited under the 2021 Stock Plan

 

Date

# Shares

Amount

Exerc. Price

Type

Notice

8/01/2024

(45,000

)

n/a

$

0.001

forfeiture

 

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, 2023, included in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 22, 2024. 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 three million seven hundred thousand Dollars ($3,700,000), we will have sufficient working capital to develop our business over the next approximately fifteen (15) months. At funding raised that is significantly less than $3,700,000, we can likely continue to develop our business over the same 15-month period, but funding at that level will delay the development of our technology and business.

 

Bioxytran, Inc. is headquartered in Needham, Massachusetts. The Company’s initial product pipeline is focused on developing and commercializing therapeutic molecules for stroke. The Acellular Oxygen Carrier (“AOC” or “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, we expect that 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”. The study will continue by filing an Emergency IND with the FDA in the fourth quarter of 2024, provided we obtain adequate funding. An IND is currently under preparation to be filed with the FDA in the third quarter of 2024.

 

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 in treatment.

 

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

 

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has limited resources and operating history. The Company currently has convertible loans outstanding at a total face value of $805,000. As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit of $16,959,641 as at June 30, 2024. The accumulated deficit as at December 31, 2023, was $15,497,602.

 

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

 

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

 

 

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024, AND 2023

 

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 as of the fourth quarter of 2021 the Company has engaged in research and development activities through its Subsidiary, Pharmalectin, Inc., developing the Company’s anti-viral therapeutic ProLectin. In the second quarter the Company also started the development of our hypoxia platform technology AOC.

 

OPERATING EXPENSES
Research and development
		Three months ended								Six months ended
		June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
Process development		$	—			$	125,439			$	—			$	125,439
Product development			—				19,939				—				19,939
Regulatory			—				12,510				—				59,514
Clinical trials			—				(12,250	)			—				61,750
Project management			—				4,000				27,000				22,000
Total research and development		$	—			$	149,638			$	27,000			$	288,642

 

During the three months ended June 30, 2024, the Company did not record any R&D expenses. During the three months ended June 30, 2023, the Company recorded $149,638 in R&D expenses after a receiving a $300,000 refund from a Contract Research Organization (CRO). During the six months ended June 30, 2024, the Company recorded $27,000 in R&D expenses. During the six months ended June 30, 2023, the Company recorded $288,642 in R&D expenses. During the six months ending in June 2023, $98,265 was invested in, ProLectin, while $190,377 was invested in the AOC.

 

General and Administrative
		Three months ended								Six months ended
		June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
Payroll and related expenses		$	163,031			$	393,529			$	540,153			$	752,671
Costs for legal, accounting and other professional services			61,609				77,058				68,348				120,171
Promotional expenses			286,125				363,698				308,125				528,949
Miscellaneous expenses			32,866				68,647				83,614				98,779
Total general and administrative		$	543,631			$	902,932			$	1,000,240			$	1,500,570

 

	Payroll and related expenses were $163,031 for the three months ended June 30, 2024, and $540,153 for the six months ended June 30, 2024. For the same periods in 2023, the amount was $393,529 and $752,671, respectively. The reduced cost is a result of the management teams 67% compensation cut for the remainder of 2024, or until the Company is listed on a major national stock exchange, whichever comes first.
	The Costs for legal, accounting and other professional services for the three and six months ended June 30, 2024, were $61,609 and $68,348 respectively, as compared to $77,058 and $120,171 for the three and six months ended June 30, 2023. A total amount of $81,110 in investment services was expensed in the 2nd quarter of 2023.
	Promotional expenses for the three and six months ended June 30, 2024, were $286,125 and $308,125 respectively, as compared to $363,698 and $528,949 for the three and six months ended June 30, 2023. A 2-year promotional contract in 2023, was fully expensed as no claw-back was defined.
	Miscellaneous G&A expenses during the three and six months ended June 30, 2024, was $32,866 and $83,614, respectively. During the three and six months ended June 30, 2023, was $68,647 and $98,779. The decrease is based on a maintenance contract in the 2nd quarter of 2023.

 

Stock-based Compensation
		Three months ended								Six months ended
		June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
Compensation expense affiliates		$	55,000			$	4,750			$	186,835			$	17,500
Compensation expense others			10,691				360				179,101				1,210
Total compensation expense		$	65,691			$	5,110			$	365,936			$	18,710

 

Stock-based compensation amounted to $65,691 for the three months ended June 2024. The stock-based compensation for the three months ended June 30, 2023, was $5,110. Stock-based compensation amounted to $365,936 for the six months ended June 2024. Stock-based compensation amounted to $18,710 for the six months ended June 2023. A $260,000 stock bonus was distributed to 20 consultants in March of 2024.

 

 

Other expenses
		Three months ended								Six months ended
		June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
Interest expense		$	20,789			$	39,477			$	48,620			$	106,698
Debt discount amortization			30,000				—				30,000				—
Amortization of warrants			—				348,637				—				348,637
Amortization of IP			1,536				2,188				3,567				2,702
Total other income (expenses)		$	52,325			$	390,302			$	82,187			$	458,037

 

	During the three months ended June 30, 2024, the interest expense was $20,789, $1,536 was amortized from the Company’s IP and $30,000 was amortized in debt discount. During the three months ended June 30, 2023, the Company recorded $348,637 in amortization warrants and the interest expense was $39,477, $2,188 was amortized from the Company’s IP.
	During the six months ended June 30, 2024, the interest expense was $48,620, the Company amortized $3,567 from the Company’s IP and $30,000 in amortization of debt discount, as compared to, $2,702 from the Company’s IP and $348,637 of warrant amortization of for the six months ended June 30, 2023. The interest for the six months ended June 30, 2024, for the convertible notes amounted to $48,620, as compared to $106,698 for the six months ended June 30, 2023. On May 1, 2024, the Company paid a debt discount of $105,000 for a 7-month extension of the convertible note and is amortized over the remaining duration.

 

Net Loss
		Three months ended								Six months ended
		June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
Net loss attributable to Bioxytran		$	(661,647	)		$	(1,447,218	)		$	(1,462,039	)		$	(2,232,301	)
Loss per Common share, basic and diluted		$	(0.00	)		$	(0.01	)		$	(0.01	)		$	(0.02	)
Weighted average number of Common shares outstanding, basic			176,605,978				128,804,789				171,264,464				126,224,323

 

The Company generated a net loss for the three months ended June 30, 2024, of $661,647. In comparison, for the three months ended June 30, 2023, the Company generated a net loss of $1,447,218. The Company generated a net loss for the six months ended June 30, 2024, of $1,462,039. In comparison, for the six months ended June 30, 2023, the Company generated a net loss of $2,232,301. The significant difference is directly related to the Company’s R&D activities due to lack of capital in 2023, and to the temporary reduction in salary by the Company’s management.

 

CASH-FLOWS
		June 30, 2024				June 30, 2023
Net cash used in operating activities		$	(130,018	)		$	(340,173	)
Net cash used in investing activities			(7,046	)			(25,047	)
Net cash provided by financing activities			124,500				115,000
Net increase (decrease) in cash			(12,564	)			(250,220	)
Cash, beginning of period			26,086				295,401
Cash, end of period		$	13,522			$	45,181

 

	Net cash used in operating activities was $130,018 and $340,173 for the six months ended June 30, 2024, and 2023, respectively. The decrease was due to a reduction of the research and development activities due to lack of funding.
	In the six months ended June 30, 2024, the Company is in the process of filing a patent, and $7,046 was spent in legal fees. In the six months ended June 30, 2023, the amount was $25,047.
	During the six months ending June 30, 2024, the Company had raised $124,500 through issuance of common shares. In the same period ended June 30, 2023, the Company had raised $115,000.
	The available cash was $13,522 and $45,181 in the end of the six months ended June 30, 2024, and 2023, respectively.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Cash and Cash Equivalents
		June 30, 2024				December 31, 2023
Cash		$	13,522			$	26,086
Total current assets		$	13,522			$	26,086

 

As of June 30, 2024, our current assets consisted of $13,522 of cash at December 31, 2023, we had $26,086 of cash.

 

 

Current Liabilities
		June 30, 2024				December 31, 2023
Accounts payable and accrued expenses		$	216,526			$	296,312
Accounts payable affiliate			107,767				2,000
Un-issued shares liability			10,242				510,284
Un-issued shares liability affiliate			55,000				515,904
Short term loan			38,000				—
Short term loan affiliate			70,974				25,000
Convertible notes payable, net of discount			730,000				1,900,000
Total current liabilities		$	1,228,509			$	3,249,500

 

At June 30, 2024, we had total liabilities of $1,228,509, which consisted of $324,293 in accounts payable and accrued expenses (of which $107,767 was payable to affiliates), $65,242 in un-issued shares (of which $55,000 was payable to affiliates), $108,974 in short term loans (of which $70,974 was payable to affiliates) and $730,000 in a convertible loan. At December 31, 2023, total liabilities were $3,249,500, consisting of $298,312 in accounts payable and accrued expenses (of which $2,542 was payable to affiliates), $1,026,188 in un-issued shares (of which $515,904 was payable to affiliates), $25,000 in loans from affiliates and $1,900,000 in the form of two convertible loans net of discount. Accounts due of $385,404 was converted into Company stock, and a $500,000 license fee for the MDX viewer were un-issued at 2023 year-end.

 

Net Working Capital and Accumulated Deficit
		June 30, 2024				December 31, 2023
Net working capital		$	(1,214,987	)		$	(3,223,414	)
Accumulated deficit		$	(16,959,641	)		$	(15,497,602	)

 

At June 30, 2024, the net working capital was negative $1,214,978 and the accumulated deficit of $16,959,641. Comparatively, on December 31, 2023, we had net working capital of negative $3,223,414 and an accumulated deficit of $15,497,602. We believe that we must raise an additional $3,700,000 to be able to continue our business operations for the next 15 months.

 

NON-CONTROLLING INTEREST
		Three months ended								Six months ended
		June 30, 2024				June 30, 2023				June 30, 2024				June 30, 2023
Net loss attributable to the non-controlling interest		$	—			$	764			$	13,324			$	33,658

 

For the three months ended June 30, 2024, and 2023, there was a non-controlling interest attribution of $0 and $764 respectively. For the six months ended June 30, 2024, and 2023, there was a non-controlling interest attribution of $13,324 and $33,658 respectively. The significant difference is directly related to the Company’s R&D activities due to lack of capital.

 

		June 30, 2024				December 31, 2023
Net equity non-controlling interest		$	(694,210	)		$	(680,886	)

 

At June 30, 2024, net equity non-controlling interest were negative $694,210, while at December 31, 2023 it was a negative $680,886.

 

		# of shares				June 30, 2024				December 31, 2023
Minority owners cash investment			14,410,000			$	160,950			$	160,950
Bioxytran non-dilutive equity			15,000,000				1,500				1,500
Total outstanding			29,410,000			$	162,450			$	162,450

 

As per the exchange terms in the Joint Venture Agreement dated November 15, 2020, the affiliate has the option to convert up to 15,000,000 shares in the Subsidiary into a 17.5%, or a pro-rated quantity thereof, ownership in the Company. If the option is exercised, it would result in notable dilution to shareholders which could lead to a significant decrease in our stock price, based on how the market perceive the value of fully control the Subsidiary.

 

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. The Company is actively working on finding financing alternatives in order to continue its regulatory approval activities.

 

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.

 

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.

 

Recent Accounting Standards

 

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of AASU 2020-06 did not have an impact on the Company’s financial statements.

 

 

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 June 30, 2024, (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 June 30, 2024. 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 June 30, 2024, 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 June 30, 2024, 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 six months ended June 30, 2024, 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

 

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

 

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

 

Date			# Shares				Amount				Price/Share				Type		Notice
1/17/2024	(1)			333,333			$	45,000			$	0.135			private placement
1/18/2024	(2)			3,703,704				500,000				0.135			debt conversion
1/18/2024	(2)			3,599,289				485,904				0.135			debt conversion		affiliate
3/27/2024	(2)			3,705,808				385,404				0.104			debt conversion
4/04/2024	(2)			1,000,000				104,000				0.104			debt conversion
4/15/2024	(1)			173,077				18,000				0.104			private placement
4/19/2024	(2)			250,000				32,125				0.129			debt conversion
4/22/2024	(1)			194,553				25,000				0.128			private placement
5/20/2024	(2)			1,027,397			$	150,000			$	0.146			debt conversion

 

(1)	The Company claims an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) for the private placement of these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.
(2)	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.

 

All funds received though these equity transactions has been used for general working capital expenses.

 

Item 3. Defaults Upon Senior Securities

 

There are currently no defaults upon Senior Securities.

 

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 June 30, 2024, 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: August 14, 2024	By:	/s/ David Platt
		David Platt
		Chief Executive Officer
		/s/ Ola Soderquist
		Ola Soderquist
		Chief Financial Officer

 

 

 

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14

 

We, David Platt and Ola Soderquist, certify that:

 

1. We have reviewed this Quarterly Report on Form 10-Q of BIOXYTRAN, Inc;

 

2. Based on our knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on our knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and we are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. We have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
		and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

	BIOXYTRAN, INC.
Date: August 14, 2024	By:	/s/ David Platt
		David Platt
		Chief Executive Officer
		/s/ Ola Soderquist
		Ola Soderquist
		Chief Financial Officer

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q of BIOXYTRAN, Inc. (the “Company”) for the quarter ending June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), David Platt, Chief Executive Officer and Ola Soderquist, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to their knowledge:

 

(1) The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

	BIOXYTRAN, INC.
Date: August 14, 2024	By:	/s/ David Platt
		David Platt
		Chief Executive Officer
		/s/ Ola Soderquist
		Ola Soderquist
		Chief Financial Officer

 

 

v3.24.2.u1

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-35027
Entity Registrant Name	BIOXYTRAN, INC.
Entity Central Index Key	0001445815
Entity Tax Identification Number	26-2797630
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	75 2nd Avenue
Entity Address, Address Line Two	Ste 605
Entity Address, City or Town	Needham
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02494
City Area Code	617
Local Phone Number	454-1199
Title of 12(b) Security	Common Stock
Trading Symbol	BIXT
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		177,955,620

v3.24.2.u1

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)		Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash		$ 13,522	$ 26,086
Total current assets		13,522	26,086
Intangibles, net		115,031	111,552
Total assets		128,553	137,638
Current liabilities:
Accounts payable and accrued expenses		216,526	296,312
Convertible notes payable, net of premium and discount		730,000	1,900,000
Total current liabilities		1,228,509	3,249,500
Total liabilities		1,228,509	3,249,500
Commitments and contingencies
Stockholders’ deficit:
Preferred stock, $0.001 par value; 50,000,000 shares authorized, nil issued and outstanding
Common stock, $0.001 par value; 300,000,000 shares authorized; 177,416,428 and 145,642,333 issued and outstanding as at June 30, 2024, and December 31, 2023		177,416	145,642
Additional paid-in capital		16,376,479	12,920,984
Non-controlling interest		(694,210)	(680,886)
Accumulated deficit		(16,959,641)	(15,497,602)
Total stockholders’ deficit		(1,099,956)	(3,111,862)
Total liabilities and stockholders’ deficit		128,553	137,638
Related Party [Member]
Current liabilities:
Accounts payable affiliate		107,767	2,000
Un-issued shares liability affiliate	[1]	55,000	515,904
Short term loan affiliate	[2]	70,974	25,000
Nonrelated Party [Member]
Current liabilities:
Un-issued shares liability affiliate		10,242	510,284
Short term loan affiliate		$ 38,000
[1] On June 30, 2024, there are 454,546 shares of Common Stock awarded but not issued to three Board Members in the second quarter of 2024. The total fair market value at the time of the award was $55,000. On December 31, 2023, there were 211,269 shares awarded but not issued to three Board Members. The total fair market value at the time of the award was $30,000. There were also 3,599,289 shares not issued, but converted, from salaries and expenses by the management for a fair market value of $485,904. [2] On June 30, 2024, the Company has a loan of $70,974 from affiliates, the interest is 8% and is currently $2,515. On December 31, 2023, the loan was $25,000 while there was no interest due

v3.24.2.u1

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	177,416,428	145,642,333
Common stock, shares outstanding	177,416,428	145,642,333

v3.24.2.u1

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating expenses:
Research and development		$ 149,638	$ 27,000	$ 288,642
General and administrative	441,247	604,932	608,396	928,070
General and administrative affiliate	102,447	298,000	391,844	572,500
Compensation Expense	10,691	360	179,101	1,210
Compensation Expense affiliate	55,000	4,750	186,835	17,500
Total operating expenses	609,385	1,057,680	1,393,176	1,807,922
Loss from operations	(609,385)	(1,057,680)	(1,393,176)	(1,807,922)
Other expenses:
Interest expense	(19,913)	(39,477)	(46,647)	(106,698)
Interest expense affiliate	(876)		(1,973)
Amortization of IP	(1,536)	(2,188)	(3,567)	(2,702)
Debt discount amortization and issuance of warrants	(30,000)	(348,637)	(30,000)	(348,637)
Total other income (expenses)	(52,325)	(390,302)	(82,187)	(458,037)
Net loss before provision for income taxes	(661,710)	(1,447,982)	(1,475,363)	(2,265,959)
Provision for income taxes
NET LOSS	(661,710)	(1,447,982)	(1,475,363)	(2,265,959)
Net loss attributable to the non-controlling interest		764	13,324	33,658
NET LOSS ATTRIBUTABLE TO BIOXYTRAN	$ (661,710)	$ (1,447,218)	$ (1,462,039)	$ (2,232,301)
Loss per Common share, basic	$ (0.00)	$ (0.01)	$ (0.01)	$ (0.02)
Loss per Common share, diluted	$ (0.00)	$ (0.01)	$ (0.01)	$ (0.02)
Weighted average number of Common shares outstanding, basic	176,605,978	128,804,789	171,264,464	126,224,323
Weighted average number of Common shares outstanding, diluted	176,605,978	128,804,789	171,264,464	126,224,323

v3.24.2.u1

Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Preferred Stock [Member]	Common Stock Including Additional Paid in Capital [Member]	Preferred Stock Including Additional Paid in Capital [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Balance at Dec. 31, 2022	$ 123,252		$ 8,392,430		$ (11,217,600)	$ (590,628)	$ (3,292,546)
Balance, shares at Dec. 31, 2022	123,252,235
Stock transactions	$ 250		79,750				80,000
Stock transactions, shares	250,000
Stock subscription			(30,000)				(30,000)
Net loss attrib to the non-contr int.						(32,894)	(32,894)
Net loss					(785,083)		(785,083)
Balance at Mar. 31, 2023	$ 123,502		8,442,180		(12,002,683)	(623,522)	(4,060,523)
Balance, shares at Mar. 31, 2023	123,502,235
Balance at Dec. 31, 2022	$ 123,252		8,392,430		(11,217,600)	(590,628)	(3,292,546)
Balance, shares at Dec. 31, 2022	123,252,235
Net loss attrib to the non-contr int.							(33,658)
Net loss							(2,232,301)
Balance at Jun. 30, 2023	$ 132,035		11,279,970		(13,449,901)	(624,286)	(2,662,182)
Balance, shares at Jun. 30, 2023	132,035,294
Balance at Dec. 31, 2022	$ 123,252		8,392,430		(11,217,600)	(590,628)	(3,292,546)
Balance, shares at Dec. 31, 2022	123,252,235
Balance at Dec. 31, 2023	$ 145,642		12,920,984		(15,497,602)	(680,886)	(3,111,862)
Balance, shares at Dec. 31, 2023	145,642,333
Balance at Mar. 31, 2023	$ 123,502		8,442,180		(12,002,683)	(623,522)	(4,060,523)
Balance, shares at Mar. 31, 2023	123,502,235
Stock transactions	$ 192		64,808				65,000
Stock transactions, shares	192,411
Net loss attrib to the non-contr int.						(764)	(764)
Net loss					(1,447,218)		(1,447,218)
Issuance stock plan affiliate	$ 110		50,090				50,200
Issuance stock plan affiliate, shares	110,000
Issuance stock plan other	$ 4		1,786				1,790
Issuance stock plan other, shares	4,000
Conversion of debt affiliate	$ 6,764		2,157,576				2,164,340
Conversion of debt affiliate, shares	6,763,562
Conversion of debt other	$ 138		43,912				44,050
Conversion of debt other, shares	137,656
Convertible note	$ 1,325		170,981				172,306
Convertible note, shares	1,325,430
Issuance of warrants			348,637				348,637
Balance at Jun. 30, 2023	$ 132,035		11,279,970		(13,449,901)	(624,286)	(2,662,182)
Balance, shares at Jun. 30, 2023	132,035,294
Balance at Dec. 31, 2023	$ 145,642		12,920,984		(15,497,602)	(680,886)	(3,111,862)
Balance, shares at Dec. 31, 2023	145,642,333
Stock transactions	$ (1,000)		1,000
Stock transactions, shares	(1,000,000)
Stock subscription	$ 333		(333)
Net loss attrib to the non-contr int.						(13,324)	(13,324)
Net loss					(800,329)		(800,329)
Issuance stock plan affiliate	$ 1,191		130,645				131,836
Issuance stock plan affiliate, shares	1,190,460
Issuance stock plan other	$ 1,643		166,805				168,448
Issuance stock plan other, shares	1,643,231
Conversion of debt affiliate	$ 3,599		482,305				485,904
Conversion of debt affiliate, shares	3,599,289
Conversion of debt other	$ 7,410		877,994				885,404
Conversion of debt other, shares	7,409,512
Convertible note	$ 9,857		1,253,705				1,263,562
Convertible note, shares	9,857,092
Stock subscription, shares	333,333
Conversion of warrants	$ 4,357		(4,357)
Conversion of warrants, shares	4,356,778
Balance at Mar. 31, 2024	$ 173,032		15,828,748		(16,297,931)	(694,210)	(990,361)
Balance, shares at Mar. 31, 2024	173,032,028
Balance at Dec. 31, 2023	$ 145,642		12,920,984		(15,497,602)	(680,886)	(3,111,862)
Balance, shares at Dec. 31, 2023	145,642,333
Net loss attrib to the non-contr int.							(13,324)
Net loss							(1,462,039)
Balance at Jun. 30, 2024	$ 177,416		16,376,479		(16,959,641)	(694,210)	(1,099,956)
Balance, shares at Jun. 30, 2024	177,416,428
Balance at Mar. 31, 2024	$ 173,032		15,828,748		(16,297,931)	(694,210)	(990,361)
Balance, shares at Mar. 31, 2024	173,032,028
Stock transactions	$ 580		62,420				63,000
Stock transactions, shares	580,396
Net loss attrib to the non-contr int.
Net loss					(661,710)		(661,710)
Issuance stock plan affiliate	$ 242		29,758				30,000
Issuance stock plan affiliate, shares	241,938
Issuance stock plan other	$ 36		10,659				10,695
Issuance stock plan other, shares	36,246
Convertible note	$ 1,249		161,046				162,295
Convertible note, shares	1,248,423
Conversion of debt	$ 2,277		283,848				286,125
Conversion of debt, shares	2,277,397
Balance at Jun. 30, 2024	$ 177,416		$ 16,376,479		$ (16,959,641)	$ (694,210)	$ (1,099,956)
Balance, shares at Jun. 30, 2024	177,416,428

v3.24.2.u1

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (661,710)	$ (1,447,982)	$ (1,475,363)	$ (2,265,959)
Adjustments to reconcile net loss to net cash used in operating activities:
Debt discount amortization, incl. issuance of warrants			30,000	348,637
Amortization of IP	1,536	2,188	3,567	2,702
Stock-based compensation	10,691	360	179,101	1,210
Stock-based compensation affiliate	55,000	4,750	186,835	17,500
Interest paid for note conversion			164,357	7,306
Changes in operating assets and liabilities:
Accounts payable and accrued expenses			630,286	(106,682)
Accounts payable affiliate			151,199	1,655,113
Net cash used in operating activities			(130,018)	(340,173)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in intangibles			(7,046)	(25,047)
Net cash used in investing activities			(7,046)	(25,047)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock sales			63,000	115,000
Proceeds from issuance of convertible notes payable			61,500
Net cash provided by financing activities			124,500	115,000
Net decrease in cash			(12,564)	(250,220)
Cash, beginning of period			26,086	295,401	$ 295,401
Cash, end of period	$ 13,522	$ 45,181	13,522	45,181	$ 26,086
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid				52,425
Income taxes paid
NON-CASH INVESTING & FINANCING ACTIVITIES
Issuance of warrants				348,637
Debt discount on convertible note			75,000
Common shares issued for the conversion of principal and accrued interest			1,425,857	172,306
Common shares issued for the conversion of accounts payable			1,171,529
Common shares issued for the conversion of accounts payable affiliate			$ 485,904

v3.24.2.u1

BACKGROUND AND ORGANIZATION	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BACKGROUND AND ORGANIZATION	NOTE 1 – BACKGROUND AND ORGANIZATION   Business Operations   Bioxytran, Inc. (the “Company”) is a clinical stage pharmaceutical company focused on the development, manufacture and commercialization of therapeutic drugs designed to address hypoxia (a lack of oxygen to tissues) in humans in a safe and efficient manner.   Pharmalectin, Inc. (the “Pharmalectin” is a subsidiary focused on the development, manufacture and commercialization of therapeutic drugs designed to address conditions related to viral diseases.   Pharmalectin (BVI), Inc. (the “Pharmalectin BVI”) is a subsidiary serving as custodian of the Company’s Copyrights, Trademarks and Patents.   Pharmalectin India Pvt Ltd. (“Pharmalectin India”) is a subsidiary 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 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 September 21, 2018, the Company underwent under a reorganization in the form of a reverse merger and is currently registered as a Nevada corporation with a taxing structure for U.S. federal and state income tax as a C-Corporation with 300,000,000 authorized shares of Common Stock with a par value of $0.001, and 50,000,000 shares of Preferred Stock with a par value of $0.001. As at June 30, 2024, there are 177,416,428 shares of Common Stock issued and outstanding; 94,057,658 shares (53.1%) are beneficially held by insiders, or their affiliates.   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 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. The Subsidiary was founded under the name of Bioxytran “Bioxytran (DE)”. On April 29, 2020, the name was changed to Pharmalectin, Inc. As at June 30, 2024, there are 29,410,000 shares of Common Stock issued and outstanding; of which 15,000,000 (51%) shares are held by Bioxytran and 14,410,000 shares (49%) are held by an affiliate where the beneficial ownership includes the Company’s officers.   Pharmalectin BVI was organized on March 17, 2021, as a British Virgin Islands (“BVI”) Business Corporation with a BVI corporate taxing structure with 50,000 authorized and outstanding shares of Common Stock with a par value of $1.00. The Company holds 100% of the shares in the Subsidiary.   Pharmalectin India was organized on August 30, 2023, as an Indian Business Corporation with its principal place of business in Hyderabad, Telangana, India, with 50,000 authorized shares of Common Stock with a par value of $0.12 (₹10). There are currently 41,020 outstanding shares whereof 41,000 (99.95%) are held by the Company.   Basis of Presentation   The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited consolidated financial statements.   While the information presented in the accompanying financial statements is unaudited, it includes all adjustments which are, in the opinion of the management, necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the U.S. GAAP. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and prepared in accordance with U.S. GAAP. These financial statements should be read in conjunction with the Company’s December 31, 2023, audited financial statements and notes.     Reclassification   Statements of Operations: By request from our shareholders general and administrative expenses, as well as Interest expenses has been separated into affiliate and third party (others) in comparison with earlier periods.   Statements of Cash Flows: By request from our shareholders stock-based compensation has been separated into affiliate and third party (others) in comparison with earlier periods.   Principles of Consolidation   The accompanying unaudited condensed consolidated financial statements include the accounts of Bioxytran, including its majority owned subsidiary, Pharmalectin, as well as its wholly owned subsidiaries, Pharmalectin BVI and Pharmalectin India (collectively, the “Company”). All intercompany accounts have been eliminated upon consolidation.

v3.24.2.u1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	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 an original maturity date of three months or less to be cash equivalents.   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, valuation of warrants, valuations in connection with convertible notes 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 June 30, 2024, we would, based on the market price of $0.096/share, be obligated to issue approximately 11,381,338 shares of Common Stock upon conversion of the currently outstanding 2021 convertible note (the “2021 Note”), based on $910,096 in outstanding principal and interest. The 2021 Note carry an interest rate of 10% and is convertible at a fixed exercise price of $0.08/share. Upon exercise of outstanding warrants 1,292,030 shares could be issued, along with an additional 1,130,114 shares for warrants with dilutive exercise. The 2021 stock plan has 27,006,439 stock or options available for grant and there are 245,000 shares available for exercise with outstanding stock options.   The 14,410,000 (49%) shares of Common Stock in the Subsidiary, owned by an affiliate. The affiliate has the option to convert the shares into 16.8% of the Company’s Common Stock, currently 42,453,550 shares on a fully diluted basis.   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 pursuant ASC 718. Stock-based compensation expense is recorded by the Company over the requisite service period, or vesting period, in the same expense classifications in the statements of operations, as if such amounts were paid in cash.   Accounting for subsidiary stock transactions   The Company accounts for subsidiary stock transactions in accordance with Opinions of the Accounting Principles Board 09 (APBO No. 9). In paragraph 28, this pronouncement excluded all adjustments from transactions in a company’s own stock “…from the determination of net income or the results of operations under all circumstances.”     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. In the six months ended June 30, 2024, the Company incurred $27,000 in research and development expenses, while during the six months ended June 30, 2023, the Company incurred $288,642.   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 condensed consolidated financial statements, we are required to estimate accrued expenses. This process involves identifying services that third parties have performed on our behalf and estimating the level of service performed and the associated cost incurred on these services as at each balance sheet date in our consolidated financial statements. Examples of estimated accrued expenses include professional service fees, such as those arising from the services of attorneys and accountants and accrued payroll expenses. In connection with these service fees, our estimates are most affected by our understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that we do not identify certain costs that have been incurred or we under, or over, estimate the level of services or costs of such services, our reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to our judgment. We make these judgments based upon the facts and circumstances known to us in accordance with accounting principles generally accepted in the U.S.   Warrants   The Company has issued Common Stock warrants in connection with the execution of certain equity and debt financings. The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of our common share price, remaining life of the warrant, and risk-free interest rates at each period end.   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.   Recent Accounting Pronouncements   In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.     The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2020, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2022. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.   Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed interim financial statements.

v3.24.2.u1

GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS	NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS   As at June 30, 2024, the Company had cash of $13,522 and a negative working capital of $1,214,987. The Company has not yet generated any revenues, and has incurred cumulative net losses of $16,959,641. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.   During the six months ended June 30, 2024, the Company raised a net of $63,000 in cash proceeds from equity and $61,500 in cash proceeds from the issuance of convertible notes. During the same period in 2023, the Company raised a net of $115,000 in cash proceeds from equity. 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 2024, and is pursuing alternative opportunities to funding.   The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.   Accordingly, the accompanying unaudited condensed 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 unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

v3.24.2.u1

AFFILIATE TRANSACTIONS	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
AFFILIATE TRANSACTIONS	NOTE 4 - AFFILIATE TRANSACTIONS   The Company holds License Agreements (the “License(s)” or “Agreement(s)”) for a medical device (license obtained in 2019) and a compound (license obtained in 2021), with two affiliated companies where the beneficial ownership includes the Company’s officers. The products were developed prior to the establishment of Bioxytran. The yearly maintenance fees for each license amount to $5,000 per year. During the six months ended June 30, 2024, and in 2023, there was $10,000 in transactions with affiliates for license maintenance.   The Company had at June 30, 2024, loan agreements calling for an 8% interest with two of its affiliates for a total value of $70,974 with an accrued interest of $2,515. As at December 31, 2023, there was a loan for $25,000 with an accrued interest of $542.

v3.24.2.u1

INTANGIBLES	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLES	NOTE 5 - INTANGIBLES   Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment charges were recorded for the six months ended June 30, 2024, and the year ended December 31, 2023.   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 twenty years.   SCHEDULE OF INTANGIBLES     Estimated Remaining Life (years)     June 30, 2024     December 31, 2023   Capitalized patent costs   18     $ 130,526     $ 123,480   Accumulated amortization           (15,495 )     (11,928 ) Intangible assets, net         $ 115,031     $ 111,552

v3.24.2.u1

ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	NOTE 6 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES   On June 30, 2024, there was $2,515 in interest due and $70,974 in loans from affiliates, and $55,000 in un-issued shares liability affiliate. On December 31, 2023, there was $2,000 in accounts payable and $25,000 in loans from affiliates, and $515,904 in un-issued shares liability affiliate.   The following table represents the major components of accounts payables and accrued expenses and other current liabilities at June 30, 2024, and at December 31, 2023:   SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES       June 30,2024     December 31, 2023   Accounts payable affiliate (1)   $ 105,251     $ 2,000   Professional fees       41,846       70,895   Payroll Tax       14,058       —   401K       52,434       —   Interest affiliate (2)     2,515       —   Interest       105,507       223,759   Other       2,682       1,658   Un-issued share liability, affiliate (3)     55,000       515,904   Un-issued share liability, consultant       10,242       510,284   Short term loan from Affiliate (2)     70,974       25,000   Short term loan       38,000       —   Convertible note payable       730,000       1,900,000   Total current liabilities     $ 1,228,509     $ 3,249,500     (1) As at June 30, 2024, there are $105,252 in affiliate accounts payable. Accumulated payroll for the months of April to June 2024 is $96,252, $35,001 for each the CEO and CFO and $26,250 for the CCO, each person also has $3,000 of expense claims. On December 31, 2023, there was $2,000 due to the CFO for advanced expenses.     (2) On June 30, 2024, the Company has a loan of $70,974 from affiliates, the interest is 8% and is currently $2,515. On December 31, 2023, the loan was $25,000 while there was no interest due.     (3) On June 30, 2024, there are 454,546 shares of Common Stock awarded but not issued to three Board Members in the second quarter of 2024. The total fair market value at the time of the award was $55,000. On December 31, 2023, there were 211,269 shares awarded but not issued to three Board Members. The total fair market value at the time of the award was $30,000. There were also 3,599,289 shares not issued, but converted, from salaries and expenses by the management for a fair market value of $485,904.

v3.24.2.u1

CONVERTIBLE NOTES PAYABLE	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
CONVERTIBLE NOTES PAYABLE	NOTE 7 – 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 Notes, the Holders of the Notes, (the “2021 Holders”), have the option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the 2021 Notes into shares of our Common Stock at the Conversion Price. The “Conversion Price” will be the lesser of (i) $.13 per share or (ii) 85% of the closing price of Any Qualified Financing, which consists of any fundraising whereby the Company receives gross proceeds of not less than $500,000.   If the 2021 Notes are converted prior to us paying off such note, it would lead to substantial dilution to our shareholders as a result of the conversion discounted applicable to the 2021 Notes. There can be no assurance that there will be any funds available to pay of the 2021 Notes. If we fail to obtain such additional financing on a timely basis, the 2021 Holders may convert the 2021 Notes and sell the underlying shares, which may result in significant dilution to shareholders due to the conversion discount, as well as a significant decrease in our stock price.   On May 5, 2023, three (3) of the Notes were renegotiated; the interest was set to 10%, a prepayment of 120% was included, and the Notes was extended until April 30, 2024. The conversion price was adjusted to the lower of (i) a fixed price of $0.13, or (ii) if the VWAP at the date of conversion is below $0.13, the conversion price will be reduced with 120% of the difference between fixed price and VWAP.   On May 1, 2024, the 2021 Note was extended once more, until November 30, 2024, in exchange for a $105,000 debt discount, and a fixed conversion price of $0.08.   For the Notes issued the Company claims an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) for the private placement of these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. The Common Stock underlying the Note(s), when issued, bear a restrictive legend and are currently eligible for resale under Rule 144.     At June 30, 2024, and December 31, 2023, the outstanding convertible notes were as follows:  SCHEDULE OF OUTSTANDING CONVERTIBLE NOTES Name       Principal due     Debt discount     Accrued interest     Total amount due           December 31, 2023   Private Placement, 2021 Note   (1)   $ 900,000     $ —     $ 63,814     $ 963,814   2021 Note issued in exchange for prior Notes   (2)     1,000,000       —       159,945       1,159,945           $ 1,900,000     $ —     $ 223,759     $ 2,123,759             June 30, 2024   Private Placement, 2021 Note   (3)   $ 805,000     $ (75,000 )   $ 105,507     $ 835,507     (1) Net cash received from these notes were $1,045,150, after a Debt Discount of $119,850 was paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA / SIPC). In the first six months of 2024, a total of $200,000 was converted into 1,675,849 shares of Common Stock.     (2) All earlier issued Notes were paid off and assumed by a different entity/company. Portions of the balance was forgiven and a new note of $1,000,000 was issued to a third party. In the first six months of 2024, a total of $1,163,562 (whereof $163,562 in interest) was converted into 8,950,474 shares of Common Stock.     (3) On May 1, 2024, the 2021 Note with an interest of 10% was extended for seven months, or until November 30, 2024, in exchange for (i) reduction of conversion price to $0.08, and (ii) a debt discount of $105,000. At June 30, 2024, $75,000 of the debt discount remains to be amortized.   Private Placement, 2024   On March 15, 2024, we entered into a Security Purchase Agreements (the “2024 SPA’s”), with an accredited investor, under which we agreed to sell a Note, in a principal amount of $61,500 with 8% interest (the “2024 Note”) to the holders of the 2024 Note (the “2024 Holder”).   At any time after the issue date of the 2024 Note, the 2024 Holder has the option to convert any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the Note into shares of our Common Stock at the Conversion Price. The “Conversion Price” is set to $0.13 per share.   On April 15, 2024, the 2024 Note was converted into 479,192 shares of Common Stock. The interest for the note was $795.

v3.24.2.u1

STOCKHOLDERS’ EQUITY	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 8 – STOCKHOLDERS’ EQUITY   The Company is authorized to issue 300,000,000 shares of Common Stock, and 50,000,000 shares of Preferred Stock.   Preferred Stock   As at June 30, 2024, no Preferred shares have been designated nor issued.   Common Stock   Number of shares of Common Stock issued and outstanding during the reporting period(s):   Issuances in the period January 1 and June 30, 2023  SCHEDULE OF COMMON STOCK ISSUED AND OUTSTANDING Date   # Shares     Amount     Price/Share     Type   Notice 1/01/2023     123,252,235     $ 8,515,682                   1/04/2023 (1)   93,750       30,000     $ 0.320     private placement     1/04/2023     —       (30,000 )     -     subscription     2/10/2023 (1)   156,250       50,000       0.320     private placement     4/14/2023 (3)   137,656       44,050       0.320     debt conversion     4/14/2023 (3)   6,763,562       2,164,340       0.320     debt conversion   affiliate 4/18/2023 (1)   78,125       25,000       0.320     private placement     5/10/2023 (5)   —       348,637       n/a     warrants     5/15/2023 (1)   114,286       40,000       0.350     private placement     5/17/2023 (2)   522,138       67,878       0.130     convertible note     6/26/2023 (2)   803,292       104,428       0.130     convertible note     see Note 9 (4)   110,000       50,200       0.456     2021 Stock Plan   affiliate see Note 9 (4)   4,000       1,790       0.448     2021 Stock Plan     6/30/2023     132,035,294     $ 11,412,005                       Issuances in the period January 1 and June 30, 2024   Date   # Shares     Amount     Price/Share     Type   Notice 1/01/2024     145,642,333     $ 13,066,626                   1/17/2024 (1)   333,333       45,000     $ 0.135     private placement     1/17/2024     —       (45,000 )     n/a     subscription     1/18/2024 (3)   3,703,704       500,000       0.135     debt conversion     1/18/2024 (3)   3,599,289       485,904       0.135     debt conversion   affiliate 1/19/2024 (1)   (1,000,000 )     n/a       n/a     return to treasury     1/22/2024 (3)   4,356,778       n/a       n/a     exercise of warrant   cashless 1/22/2024 (2)   8,950,474       1,163,562       0.130     convertible note     3/20/2024 (2)   906,618       100,000       0.110     convertible note     3/27/2024 (3)   3,705,808       385,404       0.104     debt conversion     4/04/2024 (3)   1,000,000       104,000       0.104     debt conversion     4/15/2024 (2)   479,192       62,295       0.130     convertible note     4/15/2024 (1)   173,077       18,000       0.104     private placement     4/19/2024 (3)   250,000       32,125       0.129     debt conversion     4/22/2024 (1)   194,553       25,000       0.128     private placement     5/16/2024 (2)   769,231       100,000       0.130     convertible note     5/20/2024 (3)   1,027,397       150,000       0.146     debt conversion     6/27/2024 (1)   212,766       20,000       0.094     private placement     see Note 9 (4)   1,432,398       161,836       0.113     2021 Stock Plan   affiliate see Note 9 (4)   1,679,477       179,143     $ 0.104     2021 Stock Plan     6/30/2024     177,416,428     $ 16,553,895                     (1) 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.     (2) The Common Stock underlying the Convertible Note(s) are currently eligible for resale under Rule 144. At the time of sale of the promissory note, the Company claimed an exemption from the registration requirements of the Securities Act for these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.     (3) 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.     (4) 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.     (5) The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption in section 12(a) of the Securities Act.   Common Stock Warrants   In the six months ended June 30, 2024, the Company did not issue any Warrants. In the six months ended June 30, 2023, the Company issued 800,000 5-year warrants exercisable at $0.20/share, in connection with the refinancing of the convertible notes, valued at $0.436/share, based on Black and Scholes Option Pricing Model, for a total value of $348,637.   The following table summarizes the Company’s Common Stock warrant activity in the six months ended June 30, 2024, and 2023:  SCHEDULE OF WARRANT ACTIVITY     Number of Warrants     Weighted Average Exercise Price     Weighted- Average Remaining Expected Term   Outstanding as at January 1, 2023     542,030     $ 0.42       4.1   Granted     800,000       0.20       5.0   Exercised     —       —       —   Forfeited/Cancelled     —       —       —   Outstanding as at June 30, 2023     1,342,030     $ 0.29       4.4                             Outstanding as at January 1, 2024     1,342,030     $ 0.29       3.5   Granted     —       —       —   Exercised     —       —       —   Forfeited/Cancelled     —       —       —   Outstanding as at June 30, 2024     1,342,030     $ 0.29       3.3       A warrant agreement issued in 2019 for a total of 50,000 warrants includes provisions for dilutive issuance and cash-less exercise. If exercised at December 31, 2023, the provisions would have resulted in an issuance of 1,130,114 shares at an average conversion price of $0.096, or 541,878 shares in a cash-less exercise. The warrant should have been cancelled on May 3, 2021 in connection with the issuance of a restructuring note issued in exchange for notes issued in 2019 and a reservation is held against the purchaser of the 2021 Note. The warrant is expected to forfeit on October 22, 2024.     The following table summarizes information about stock warrants that are vested or expected to vest at June 30, 2024:  SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS       Warrants Outstanding and Exercisable         Number of Warrants     Weighted Average Exercise Price Per Share     Weighted Average Remaining Contractual Life (Years)     Aggregate Intrinsic Value     1,342,030     $ 0.29       3.3     $ —     The weighted-average remaining contractual life for warrants exercisable at June 30, 2024, is 3.3 years. The aggregate intrinsic value for fully vested, exercisable warrants was $0 at June 30, 2024.

v3.24.2.u1

STOCK OPTION PLAN AND STOCK-BASED COMPENSATION	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
STOCK OPTION PLAN AND STOCK-BASED COMPENSATION	NOTE 9 – STOCK OPTION PLAN AND STOCK-BASED COMPENSATION   On January 15, 2021, the Company adopted a stock option plan entitled “The 2021 Stock Plan” (2021 Plan) under which the Company may grant Options to Purchase Stock, Stock Awards or Stock Appreciation Rights up to 15% of the then fully diluted number of shares of the Company’s Common Stock, automatically adjusted on January 1 each year. On January 1, 2024, the 2021 Employee, Director and Consultant Stock Plan (the “2021 Plan”) was reset in accordance with its stipulations. After the reset there were 30,028,314 shares of Common Stock awards available for grant.   Under the terms of the stock 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 of Common Stock granted and vested under the 2021 Plan   As at and January 1, 2024, there were 5,288,687 shares issued valued at a fair historic market value of $99,910 at the time of award and at June 30, 2024, there were 8,400,562 shares issued valued at a fair historic market value of $440,386 at the time of award. As at January 1, 2023, there were 4,290,709 shares issued valued at a fair historic market value of negative $97,272 (historically awarded “expensive” stock were returned to treasury in 2021) at the time of award and at June 30, 2023, there were 4,404,709 shares issued valued at a fair historic market value of negative $45,282 at the time of award.   The following table summarizes the Company’s granted and issued stock awards in the six months ended June 30, 2024, and 2023:  SCHEDULE OF GRANTED AND ISSUED STOCK AWARDS Issuances under the 2021 Stock Plan in the period January 1 and June 30, 2023   Date   # Shares     Amount     Price/Share     Type   Notice 1/01/2023     4,290,709     $ (97,272 )                 4/19/2023     110,000       50,200     $ 0.456     stipend   affiliate 4/19/2023     4,000       1,790     $ 0.448     stipend     6/30/2023     4,404,709     $ (45,282 )                   Issuances under the 2021 Stock Plan in the period January 1 and June 30, 2024   Date   # Shares     Amount       Price/Share       Type   Notice 1/01/2024     5,288,687     $ 99,910                   3/27/2024     211,269       30,000     $ 0.142     stipend   affiliate 3/27/2024     72,423       10,284       0.142     stipend     3/27/2024     979,191       100,855       0.103     bonus   affiliate 3/27/2024     1,570,808       158,643       0.104     bonus     3/27/2024     (50,000 )      n/a          n/a     return to treasury     4/19/2024     241,938       30,000       0.124     stipend   affiliate 4/19/2024     86,246       10,694     $ 0.124     stipend     6/30/2024     8,400,562     $ 440,386                       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.     Stock options granted and vested 2021 Plan   As at January 1, 2024, there were 335,000 outstanding stock options valued at historic fair market value of $155,505. There were 90,000 options were forfeited in the six months ended June 30, 2024, and no stock options were granted. At June 30, 2024, there were 245,000 outstanding stock options with a fair historic market value of $141,105. As at January 1, 2023, there were 524,000 outstanding stock options valued at historic fair market value of $173,362. There were 96,000 options were forfeited in the six months ended June 30, 2023, and no stock options were granted. At June 30, 2023, there were 428,000 outstanding stock options with a fair historic market value of $167,732.   The following table summarizes the Company’s stock option activity in the six months ended June 30, 2024, and 2023:  SCHEDULE OF STOCK OPTIONS ACTIVITY     Number of Options     Exercise Price per Share     Weighted Average Exercise Price per Share   Outstanding as of January 1, 2023     524,000       $ 0.001 – 0.95     $ 0.44   Granted     —       —       —   Exercised     —       —       —   Options forfeited/cancelled     (96,000 )      0.001 – 0.20       0.01   Outstanding as of June 30, 2023     428,000       $ 0.001 – 0.95     $ 0.52                             Outstanding as of January 1, 2024     335,000       $ 0.001 – 0.95     $ 0.62   Granted     —       —       —   Exercised     —       —       —   Options forfeited/cancelled     (90,000 )      0.190 – 0.20       0.20   Outstanding as of June 30, 2024     245,000       $ 0.001 – 0.95     $ 0.78     The following table summarizes information about stock options that are vested or expected to vest at June 30, 2024:  SCHEDULE OF STOCK OPTION VESTED             Options Outstanding       Exercise Price     Number of Options     Weighted Average Exercise Price Per Share     Weighted Average Remaining Contractual Life (Years)     Aggregate Intrinsic Value   $ 0.001       45,000     $ 0.001       0.08     $ 4,320     0.950       200,000       0.950       0.20       —   $ 0.001 – 0.950       245,000     $ 0.78       0.18     $ 4,320     The weighted-average remaining estimated life for options exercisable at June 30, 2024, is 0.18 years.   The aggregate intrinsic value for fully vested, exercisable options was $4,320 at June 30, 2024, and at December 31, 2023, was $6,750. The actual tax benefit realized from stock option exercises in the six months ended at June 30, 2024, and 2023, was $0 as no options were exercised.   In the six months ended June 30, 2024, and 2023, the Company recorded stock-based compensation expense of $365,936 and $18,710, respectively, in connection with share-based payment awards.   As at June 30, 2024, the Company has 27,006,439 options or stock awards available for grant under the 2021 Plan.

v3.24.2.u1

NON-CONTROLLING INTEREST	6 Months Ended
	Jun. 30, 2024
Noncontrolling Interest [Abstract]
NON-CONTROLLING INTEREST	NOTE 10 – NON-CONTROLLING INTEREST SCHEDULE OF NON CONTROLLING INTEREST      June 30, 2024     December 31, 2023   Net loss Subsidiary   $ (27,191 )   $ (333,630 ) Net loss attributable to the non-controlling interest     13,324       90,258   Net loss affecting Bioxytran     (13,867 )     (243,372 )                   Accumulated losses     (3,955,108 )     (3,927,917 ) Accumulated losses attributable to the non-controlling interest     855,160       841,836   Accumulated losses affecting Bioxytran     (3,099,948 )     (3,086,081 )                   Net equity non-controlling interest   $ (694,210 )   $ (680,886 )     As at June 30, 2024, there are 29,410,000 issued and outstanding shares in Pharmalectin; 15,000,000 (51%) shares of Common Stock are held by Bioxytran and 14,410,000 shares (49%) are held by an affiliate where the beneficial ownership includes the Company’s officers. As per the exchange terms in the Joint Venture Agreement dated November 15, 2020, the affiliate has the option to convert up to 15,000,000 shares in the Subsidiary into a 17.5%, or a pro-rated quantity thereof, ownership in the Company. If the option is exercised, it would result in notable dilution to shareholders which could lead to a significant decrease in our stock price, based on how the market perceive the value of fully control the Subsidiary.

v3.24.2.u1

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 11 – COMMITMENTS AND CONTINGENCIES   Employment contracts   Our Executive Officers have entered into employment contracts and confidentiality, non-disclosure and assignment of invention agreements. The most substantial provisions include;     ● Compensation 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.

v3.24.2.u1

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12 – SUBSEQUENT EVENTS   The Company has evaluated events from June 30, 2024, through the date the financial statements were issued and did not, other than what is disclosed in the below, identify any further subsequent events requiring disclosure.   Entry into a Material Definitive Agreement   On July 15, 2024, Bioxytran entered into a Joint Venture Agreement (“JV Agreement”) with the Heme Foundation (1), and NDPD Pharma, Inc. (2). The JV Agreement outlines each partners contributions and rights in the development of a Universal Oxygen Carrier (“UOC”).   Bioxytran’s Universal Oxygen Carrier represents a potential paradigm shift in transfusion medicine and life-saving blood oxygenation therapy. The inception of UOC began with a profound understanding of the physiological mechanisms governing oxygen delivery. Insights into carbohydrate science have led to the creation of this revolutionary product, making UOC essentially invisible to the human immune system. As a result, UOC circumvents the issue of immune rejection commonly found with other blood substitutes.   UOC is a hemoglobin-based oxygen carrier (“HBOC”) designed to mimic the oxygen transportation function of red blood cells. While technology show promise as a blood alternative, there are side-effects associated with HBOC’s, such as high blood pressure, and the risk of organ damage. Unlike other HBOC’s, treatment with UOC has shown no known side-effects in any studies.   UOC uses a heme-carbohydrate complex, which involves the separation of the heme group from the globin portion of the hemoglobin molecule. This complex is then linked to a carefully selected sugar molecule that protects the heme, creating a stable oxygen-carrying molecule thousands of times smaller than a red blood cell. The size differential is pivotal, potentially allowing UOC to traverse the circulatory system with greater ease and deliver oxygen more efficiently to hypoxic tissues. UOC can be used with patients of all blood types and has an expected half-life of 18 hours. Bioxytran’s UOC is also shelf-stable, requiring no refrigeration and with a storage life of 5+ years in liquid or dehydrated form.   The development cost is estimated to between $20 to $25 million dollars over a 3 ½ to 5-year period. To date, the JV has invested over $2 million in prototypes and in the development of compounds. The Heme Foundation initially aim to contribute $10 million to the project.     Bioxytran has in collaboration with NDPD formulated and manufactured the carbohydrate compound that is linked to the HBOC. Further, NDPD has engineered a sophisticated manufacturing prototype, where the production of UOC has been validated for efficacy and non-toxicity in two successful smaller scale animal trials. NDPD is currently initiating the lyophilization (freeze-drying) of the compound, and has in collaboration with the Company’s interim CMO and a CRO, specialized in preclinical research, developed a protocol for an upcoming larger scale 14-day repeat dosage toxicology study, in two animal species. The protocol is currently under review by the study facility’s Ethics Committee.   (1) The Heme Foundation is a Pennsylvania 501(c)(3) non-profit founded in 2021, with a mission “To Solve the Worlds Blood Shortage”. https://hemefoundation.org/donate/     (2) NDPD Pharma, Inc. is a Delaware corporation founded in 2017. NDPD specializes in prototyping and the development of purpose-built equipment for pharmaceutical manufacturing, and in the formulation of carbohydrate molecules, deriving from partially hydrolyzed guar gum or PHGG. NDPD is an affiliate of Bioxytran, and the beneficial ownership includes the Company’s officers.   Stockholder’s Equity   Shares Awarded under the 2021 Stock Plan   SCHEDULE OF SHARES AWARDED AND STOCK OPTIONS FORFEITED Date      # Shares       Amount     Price/Share     Type     Notice     8/14/2024       454,546     $ 55,000     $ 0.121       stipend       affiliate     8/14/2024       84,646     $ 10,242     $ 0.121       stipend               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.   Stock options forfeited under the 2021 Stock Plan   Date   # Shares     Amount     Exerc. Price       Type   Notice 8/01/2024     (45,000 )     n/a       $ 0.001     forfeiture       Management sees no further subsequent events requiring disclosure.

v3.24.2.u1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Cash	Cash   For purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with an original maturity date of three months or less to be cash equivalents.
Use of Estimates	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, valuation of warrants, valuations in connection with convertible notes and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.
Net Loss per Common Share, basic and diluted	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 June 30, 2024, we would, based on the market price of $0.096/share, be obligated to issue approximately 11,381,338 shares of Common Stock upon conversion of the currently outstanding 2021 convertible note (the “2021 Note”), based on $910,096 in outstanding principal and interest. The 2021 Note carry an interest rate of 10% and is convertible at a fixed exercise price of $0.08/share. Upon exercise of outstanding warrants 1,292,030 shares could be issued, along with an additional 1,130,114 shares for warrants with dilutive exercise. The 2021 stock plan has 27,006,439 stock or options available for grant and there are 245,000 shares available for exercise with outstanding stock options.   The 14,410,000 (49%) shares of Common Stock in the Subsidiary, owned by an affiliate. The affiliate has the option to convert the shares into 16.8% of the Company’s Common Stock, currently 42,453,550 shares on a fully diluted basis.
Stock Based Compensation	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 pursuant ASC 718. Stock-based compensation expense is recorded by the Company over the requisite service period, or vesting period, in the same expense classifications in the statements of operations, as if such amounts were paid in cash.
Accounting for subsidiary stock transactions	Accounting for subsidiary stock transactions   The Company accounts for subsidiary stock transactions in accordance with Opinions of the Accounting Principles Board 09 (APBO No. 9). In paragraph 28, this pronouncement excluded all adjustments from transactions in a company’s own stock “…from the determination of net income or the results of operations under all circumstances.”
Research and Development	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. In the six months ended June 30, 2024, the Company incurred $27,000 in research and development expenses, while during the six months ended June 30, 2023, the Company incurred $288,642.
Intangibles – Goodwill and Other	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	Accrued Expenses   As part of the process of preparing our condensed consolidated financial statements, we are required to estimate accrued expenses. This process involves identifying services that third parties have performed on our behalf and estimating the level of service performed and the associated cost incurred on these services as at each balance sheet date in our consolidated financial statements. Examples of estimated accrued expenses include professional service fees, such as those arising from the services of attorneys and accountants and accrued payroll expenses. In connection with these service fees, our estimates are most affected by our understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that we do not identify certain costs that have been incurred or we under, or over, estimate the level of services or costs of such services, our reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to our judgment. We make these judgments based upon the facts and circumstances known to us in accordance with accounting principles generally accepted in the U.S.
Warrants	Warrants   The Company has issued Common Stock warrants in connection with the execution of certain equity and debt financings. The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of our common share price, remaining life of the warrant, and risk-free interest rates at each period end.
Fair Value	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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements   In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.     The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2020, and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2022. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements.   Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed interim financial statements.

v3.24.2.u1

INTANGIBLES (Tables)	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF INTANGIBLES	SCHEDULE OF INTANGIBLES     Estimated Remaining Life (years)     June 30, 2024     December 31, 2023   Capitalized patent costs   18     $ 130,526     $ 123,480   Accumulated amortization           (15,495 )     (11,928 ) Intangible assets, net         $ 115,031     $ 111,552

v3.24.2.u1

ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	The following table represents the major components of accounts payables and accrued expenses and other current liabilities at June 30, 2024, and at December 31, 2023:   SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES       June 30,2024     December 31, 2023   Accounts payable affiliate (1)   $ 105,251     $ 2,000   Professional fees       41,846       70,895   Payroll Tax       14,058       —   401K       52,434       —   Interest affiliate (2)     2,515       —   Interest       105,507       223,759   Other       2,682       1,658   Un-issued share liability, affiliate (3)     55,000       515,904   Un-issued share liability, consultant       10,242       510,284   Short term loan from Affiliate (2)     70,974       25,000   Short term loan       38,000       —   Convertible note payable       730,000       1,900,000   Total current liabilities     $ 1,228,509     $ 3,249,500     (1) As at June 30, 2024, there are $105,252 in affiliate accounts payable. Accumulated payroll for the months of April to June 2024 is $96,252, $35,001 for each the CEO and CFO and $26,250 for the CCO, each person also has $3,000 of expense claims. On December 31, 2023, there was $2,000 due to the CFO for advanced expenses.     (2) On June 30, 2024, the Company has a loan of $70,974 from affiliates, the interest is 8% and is currently $2,515. On December 31, 2023, the loan was $25,000 while there was no interest due.     (3) On June 30, 2024, there are 454,546 shares of Common Stock awarded but not issued to three Board Members in the second quarter of 2024. The total fair market value at the time of the award was $55,000. On December 31, 2023, there were 211,269 shares awarded but not issued to three Board Members. The total fair market value at the time of the award was $30,000. There were also 3,599,289 shares not issued, but converted, from salaries and expenses by the management for a fair market value of $485,904.

v3.24.2.u1

CONVERTIBLE NOTES PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
SCHEDULE OF OUTSTANDING CONVERTIBLE NOTES	At June 30, 2024, and December 31, 2023, the outstanding convertible notes were as follows:  SCHEDULE OF OUTSTANDING CONVERTIBLE NOTES Name       Principal due     Debt discount     Accrued interest     Total amount due           December 31, 2023   Private Placement, 2021 Note   (1)   $ 900,000     $ —     $ 63,814     $ 963,814   2021 Note issued in exchange for prior Notes   (2)     1,000,000       —       159,945       1,159,945           $ 1,900,000     $ —     $ 223,759     $ 2,123,759             June 30, 2024   Private Placement, 2021 Note   (3)   $ 805,000     $ (75,000 )   $ 105,507     $ 835,507     (1) Net cash received from these notes were $1,045,150, after a Debt Discount of $119,850 was paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA / SIPC). In the first six months of 2024, a total of $200,000 was converted into 1,675,849 shares of Common Stock.     (2) All earlier issued Notes were paid off and assumed by a different entity/company. Portions of the balance was forgiven and a new note of $1,000,000 was issued to a third party. In the first six months of 2024, a total of $1,163,562 (whereof $163,562 in interest) was converted into 8,950,474 shares of Common Stock.     (3) On May 1, 2024, the 2021 Note with an interest of 10% was extended for seven months, or until November 30, 2024, in exchange for (i) reduction of conversion price to $0.08, and (ii) a debt discount of $105,000. At June 30, 2024, $75,000 of the debt discount remains to be amortized.

v3.24.2.u1

STOCKHOLDERS’ EQUITY (Tables)	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
SCHEDULE OF COMMON STOCK ISSUED AND OUTSTANDING	Issuances in the period January 1 and June 30, 2023  SCHEDULE OF COMMON STOCK ISSUED AND OUTSTANDING Date   # Shares     Amount     Price/Share     Type   Notice 1/01/2023     123,252,235     $ 8,515,682                   1/04/2023 (1)   93,750       30,000     $ 0.320     private placement     1/04/2023     —       (30,000 )     -     subscription     2/10/2023 (1)   156,250       50,000       0.320     private placement     4/14/2023 (3)   137,656       44,050       0.320     debt conversion     4/14/2023 (3)   6,763,562       2,164,340       0.320     debt conversion   affiliate 4/18/2023 (1)   78,125       25,000       0.320     private placement     5/10/2023 (5)   —       348,637       n/a     warrants     5/15/2023 (1)   114,286       40,000       0.350     private placement     5/17/2023 (2)   522,138       67,878       0.130     convertible note     6/26/2023 (2)   803,292       104,428       0.130     convertible note     see Note 9 (4)   110,000       50,200       0.456     2021 Stock Plan   affiliate see Note 9 (4)   4,000       1,790       0.448     2021 Stock Plan     6/30/2023     132,035,294     $ 11,412,005                       Issuances in the period January 1 and June 30, 2024   Date   # Shares     Amount     Price/Share     Type   Notice 1/01/2024     145,642,333     $ 13,066,626                   1/17/2024 (1)   333,333       45,000     $ 0.135     private placement     1/17/2024     —       (45,000 )     n/a     subscription     1/18/2024 (3)   3,703,704       500,000       0.135     debt conversion     1/18/2024 (3)   3,599,289       485,904       0.135     debt conversion   affiliate 1/19/2024 (1)   (1,000,000 )     n/a       n/a     return to treasury     1/22/2024 (3)   4,356,778       n/a       n/a     exercise of warrant   cashless 1/22/2024 (2)   8,950,474       1,163,562       0.130     convertible note     3/20/2024 (2)   906,618       100,000       0.110     convertible note     3/27/2024 (3)   3,705,808       385,404       0.104     debt conversion     4/04/2024 (3)   1,000,000       104,000       0.104     debt conversion     4/15/2024 (2)   479,192       62,295       0.130     convertible note     4/15/2024 (1)   173,077       18,000       0.104     private placement     4/19/2024 (3)   250,000       32,125       0.129     debt conversion     4/22/2024 (1)   194,553       25,000       0.128     private placement     5/16/2024 (2)   769,231       100,000       0.130     convertible note     5/20/2024 (3)   1,027,397       150,000       0.146     debt conversion     6/27/2024 (1)   212,766       20,000       0.094     private placement     see Note 9 (4)   1,432,398       161,836       0.113     2021 Stock Plan   affiliate see Note 9 (4)   1,679,477       179,143     $ 0.104     2021 Stock Plan     6/30/2024     177,416,428     $ 16,553,895                     (1) 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.     (2) The Common Stock underlying the Convertible Note(s) are currently eligible for resale under Rule 144. At the time of sale of the promissory note, the Company claimed an exemption from the registration requirements of the Securities Act for these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.     (3) 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.     (4) 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.     (5) The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption in section 12(a) of the Securities Act.
SCHEDULE OF WARRANT ACTIVITY	The following table summarizes the Company’s Common Stock warrant activity in the six months ended June 30, 2024, and 2023:  SCHEDULE OF WARRANT ACTIVITY     Number of Warrants     Weighted Average Exercise Price     Weighted- Average Remaining Expected Term   Outstanding as at January 1, 2023     542,030     $ 0.42       4.1   Granted     800,000       0.20       5.0   Exercised     —       —       —   Forfeited/Cancelled     —       —       —   Outstanding as at June 30, 2023     1,342,030     $ 0.29       4.4                             Outstanding as at January 1, 2024     1,342,030     $ 0.29       3.5   Granted     —       —       —   Exercised     —       —       —   Forfeited/Cancelled     —       —       —   Outstanding as at June 30, 2024     1,342,030     $ 0.29       3.3
SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS	The following table summarizes information about stock warrants that are vested or expected to vest at June 30, 2024:  SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS       Warrants Outstanding and Exercisable         Number of Warrants     Weighted Average Exercise Price Per Share     Weighted Average Remaining Contractual Life (Years)     Aggregate Intrinsic Value     1,342,030     $ 0.29       3.3     $ —     The weighted-average remaining contractual life for warrants exercisable at June 30, 2024, is 3.3 years. The aggregate intrinsic value for fully vested, exercisable warrants was $0 at June 30, 2024.

v3.24.2.u1

STOCK OPTION PLAN AND STOCK-BASED COMPENSATION (Tables)	6 Months Ended
	Jun. 30, 2024
Share-Based Payment Arrangement [Abstract]
SCHEDULE OF GRANTED AND ISSUED STOCK AWARDS	SCHEDULE OF GRANTED AND ISSUED STOCK AWARDS Issuances under the 2021 Stock Plan in the period January 1 and June 30, 2023   Date   # Shares     Amount     Price/Share     Type   Notice 1/01/2023     4,290,709     $ (97,272 )                 4/19/2023     110,000       50,200     $ 0.456     stipend   affiliate 4/19/2023     4,000       1,790     $ 0.448     stipend     6/30/2023     4,404,709     $ (45,282 )                   Issuances under the 2021 Stock Plan in the period January 1 and June 30, 2024   Date   # Shares     Amount       Price/Share       Type   Notice 1/01/2024     5,288,687     $ 99,910                   3/27/2024     211,269       30,000     $ 0.142     stipend   affiliate 3/27/2024     72,423       10,284       0.142     stipend     3/27/2024     979,191       100,855       0.103     bonus   affiliate 3/27/2024     1,570,808       158,643       0.104     bonus     3/27/2024     (50,000 )      n/a          n/a     return to treasury     4/19/2024     241,938       30,000       0.124     stipend   affiliate 4/19/2024     86,246       10,694     $ 0.124     stipend     6/30/2024     8,400,562     $ 440,386
SCHEDULE OF STOCK OPTIONS ACTIVITY	The following table summarizes the Company’s stock option activity in the six months ended June 30, 2024, and 2023:  SCHEDULE OF STOCK OPTIONS ACTIVITY     Number of Options     Exercise Price per Share     Weighted Average Exercise Price per Share   Outstanding as of January 1, 2023     524,000       $ 0.001 – 0.95     $ 0.44   Granted     —       —       —   Exercised     —       —       —   Options forfeited/cancelled     (96,000 )      0.001 – 0.20       0.01   Outstanding as of June 30, 2023     428,000       $ 0.001 – 0.95     $ 0.52                             Outstanding as of January 1, 2024     335,000       $ 0.001 – 0.95     $ 0.62   Granted     —       —       —   Exercised     —       —       —   Options forfeited/cancelled     (90,000 )      0.190 – 0.20       0.20   Outstanding as of June 30, 2024     245,000       $ 0.001 – 0.95     $ 0.78
SCHEDULE OF STOCK OPTION VESTED	The following table summarizes information about stock options that are vested or expected to vest at June 30, 2024:  SCHEDULE OF STOCK OPTION VESTED             Options Outstanding       Exercise Price     Number of Options     Weighted Average Exercise Price Per Share     Weighted Average Remaining Contractual Life (Years)     Aggregate Intrinsic Value   $ 0.001       45,000     $ 0.001       0.08     $ 4,320     0.950       200,000       0.950       0.20       —   $ 0.001 – 0.950       245,000     $ 0.78       0.18     $ 4,320

v3.24.2.u1

NON-CONTROLLING INTEREST (Tables)	6 Months Ended
	Jun. 30, 2024
Noncontrolling Interest [Abstract]
SCHEDULE OF NON CONTROLLING INTEREST	SCHEDULE OF NON CONTROLLING INTEREST      June 30, 2024     December 31, 2023   Net loss Subsidiary   $ (27,191 )   $ (333,630 ) Net loss attributable to the non-controlling interest     13,324       90,258   Net loss affecting Bioxytran     (13,867 )     (243,372 )                   Accumulated losses     (3,955,108 )     (3,927,917 ) Accumulated losses attributable to the non-controlling interest     855,160       841,836   Accumulated losses affecting Bioxytran     (3,099,948 )     (3,086,081 )                   Net equity non-controlling interest   $ (694,210 )   $ (680,886 )

v3.24.2.u1

SUBSEQUENT EVENTS (Tables)	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
SCHEDULE OF SHARES AWARDED AND STOCK OPTIONS FORFEITED	SCHEDULE OF SHARES AWARDED AND STOCK OPTIONS FORFEITED Date      # Shares       Amount     Price/Share     Type     Notice     8/14/2024       454,546     $ 55,000     $ 0.121       stipend       affiliate     8/14/2024       84,646     $ 10,242     $ 0.121       stipend               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.   Stock options forfeited under the 2021 Stock Plan   Date   # Shares     Amount     Exerc. Price       Type   Notice 8/01/2024     (45,000 )     n/a       $ 0.001     forfeiture

v3.24.2.u1

BACKGROUND AND ORGANIZATION (Details Narrative)	Jun. 30, 2024 $ / shares shares	Dec. 31, 2023 $ / shares shares	Aug. 30, 2023 $ / shares shares	Aug. 30, 2023 ₨ / shares shares	Mar. 17, 2021 $ / shares shares	Sep. 21, 2018 $ / shares shares	Oct. 05, 2017 $ / shares shares
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Common stock authorized shares	300,000,000	300,000,000
Common stock par value | $ / shares	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	50,000,000
Preferred stock, par value | $ / shares	$ 0.001	$ 0.001
Common stock shares issued	177,416,428	145,642,333
Common stock shares outstanding	177,416,428	145,642,333
Pharmalectin (BVI), Inc. [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Common stock authorized shares					50,000
Common stock par value | $ / shares					$ 1.00
Affiliates [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Common stock shares outstanding	94,057,658
Common stock shares held, percentage	53.10%
Pharmalectin India Pv tLtd [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Common stock authorized shares			50,000	50,000
Common stock par value | (per share)			$ 0.12	₨ 10
Common stock shares outstanding			41,020	41,020
Common stock shares held, percentage			99.95%	99.95%
Common stock shares outstanding round off			41,000	41,000
Parent Company [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Common stock authorized shares						300,000,000	95,000,000
Common stock par value | $ / shares						$ 0.001	$ 0.0001
Common stock, shares authorized						50,000,000	5,000,000
Preferred stock, par value | $ / shares						$ 0.001	$ 0.0001
Parent Company [Member] | Pharmalectin, Inc. [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Common stock shares outstanding	15,000,000
Common stock shares held, percentage	51.00%
Pharmalectin, Inc. [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Common stock authorized shares							95,000,000
Common stock par value | $ / shares							$ 0.0001
Common stock, shares authorized							5,000,000
Preferred stock, par value | $ / shares							$ 0.0001
Common stock shares issued	29,410,000
Common stock shares outstanding	29,410,000
Pharmalectin, Inc. [Member] | Affiliaties [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Common stock shares outstanding	14,410,000
Common stock shares held, percentage	49.00%

v3.24.2.u1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)			3 Months Ended		6 Months Ended
	Jan. 01, 2024	Jan. 01, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Common stock shares held			177,416,428		177,416,428		145,642,333
Common stock new issues	145,642,333	123,252,235
Research and development expenses				$ 149,638	$ 27,000	$ 288,642
Pharmalectin, Inc. [Member]
Ownership percentage			16.80%		16.80%
Common stock new issues					42,453,550
Pharmalectin, Inc. [Member]
Common stock shares held			29,410,000		29,410,000
Pharmalectin, Inc. [Member] | Affiliaties [Member]
Common stock shares held			14,410,000		14,410,000
Common stock shares held, percentage			49.00%		49.00%
Promissory Notes [Member]
Market price			$ 0.096		$ 0.096
Common stock shares issued upon conversion of debt					11,381,338
Shares issued upon exercise of warrants					910,096
Debt conversion, description					The 2021 Note carry an interest rate of 10% and is convertible at a fixed exercise price of $0.08/share
Shares issued upon exercise of outstanding warrants			1,292,030		1,292,030
Additional shares for warrants			1,130,114		1,130,114
2021 Stock Plan [Member]
Stock or options available for grant					27,006,439
Shares issued upon exercise of outstanding options					245,000

v3.24.2.u1

GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 13,522		$ 26,086
Working capital	1,214,987
Accumulated deficit	16,959,641		$ 15,497,602
Proceeds from equity	63,000	$ 115,000
Proceeds from issuance of convertible notes	$ 61,500

v3.24.2.u1

AFFILIATE TRANSACTIONS (Details Narrative) - Two Affiliated Companies [Member] - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Maintanence fees of license	$ 5,000
License fee	$ 10,000	$ 10,000
Loan Agreement [Member]
Related Party Transaction [Line Items]
Interest rate	8.00%
Loan amount	$ 70,974		$ 25,000
Accrued interest	$ 2,515		$ 542

v3.24.2.u1

SCHEDULE OF INTANGIBLES (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Capitalized patent costs	$ 130,526	$ 123,480
Estimated Remaining Life (years)	18 years
Accumulated amortization	$ (15,495)	(11,928)
Intangible assets, net	$ 115,031	$ 111,552

v3.24.2.u1

INTANGIBLES (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment charges of intangibles	$ 0	$ 0

v3.24.2.u1

SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($)		Jun. 30, 2024	Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Professional fees		$ 41,846	$ 70,895
Payroll Tax		14,058
401K		52,434
Other		2,682	1,658
Convertible note payable		730,000	1,900,000
Total current liabilities		1,228,509	3,249,500
Affiliate [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable affiliate	[1]	105,251	2,000
Un-issued share liability, consultant			515,904
Short term loan		70,974	25,000
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Accounts payable affiliate		107,767	2,000
Interest	[2]	2,515
Un-issued share liability, consultant	[3]	55,000	515,904
Short term loan	[2]	70,974	25,000
Nonrelated Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest		105,507	223,759
Un-issued share liability, consultant		10,242	510,284
Short term loan		$ 38,000
[1] As at June 30, 2024, there are $105,252 in affiliate accounts payable. Accumulated payroll for the months of April to June 2024 is $96,252, $35,001 for each the CEO and CFO and $26,250 for the CCO, each person also has $3,000 of expense claims. On December 31, 2023, there was $2,000 due to the CFO for advanced expenses. [2] On June 30, 2024, the Company has a loan of $70,974 from affiliates, the interest is 8% and is currently $2,515. On December 31, 2023, the loan was $25,000 while there was no interest due [3] On June 30, 2024, there are 454,546 shares of Common Stock awarded but not issued to three Board Members in the second quarter of 2024. The total fair market value at the time of the award was $55,000. On December 31, 2023, there were 211,269 shares awarded but not issued to three Board Members. The total fair market value at the time of the award was $30,000. There were also 3,599,289 shares not issued, but converted, from salaries and expenses by the management for a fair market value of $485,904.

v3.24.2.u1

SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) (Parenthetical) - USD ($)		6 Months Ended
		Jun. 30, 2024	Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Affiliate accounts payable		$ 105,252
Chief Financial Officer [Member]
Defined Benefit Plan Disclosure [Line Items]
Prepaid expenses			$ 2,000
Chief Executive Officer [Member]
Defined Benefit Plan Disclosure [Line Items]
Accrued salary		96,252
Expense claims		3,000
Chief Financial Officer [Member]
Defined Benefit Plan Disclosure [Line Items]
Accrued salary		35,001
Expense claims		3,000
Chief Communications Officer [Member]
Defined Benefit Plan Disclosure [Line Items]
Accrued salary		26,250
Expense claims		3,000
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Short term loans	[1]	$ 70,974	25,000
Interest rate		8.00%
Interest	[1]	$ 2,515
Unissued shares liability	[2]	$ 55,000	$ 515,904
Three Board Members [Member]
Defined Benefit Plan Disclosure [Line Items]
Common stock shares award		454,546	211,269
Unissued shares liability		$ 55,000	$ 30,000
Shares not issued but conveted		3,599,289
Fair market value of converted shares		$ 485,904
[1] On June 30, 2024, the Company has a loan of $70,974 from affiliates, the interest is 8% and is currently $2,515. On December 31, 2023, the loan was $25,000 while there was no interest due [2] On June 30, 2024, there are 454,546 shares of Common Stock awarded but not issued to three Board Members in the second quarter of 2024. The total fair market value at the time of the award was $55,000. On December 31, 2023, there were 211,269 shares awarded but not issued to three Board Members. The total fair market value at the time of the award was $30,000. There were also 3,599,289 shares not issued, but converted, from salaries and expenses by the management for a fair market value of $485,904.

v3.24.2.u1

ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details Narrative) - USD ($)		Jun. 30, 2024	Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Interest payable			$ 223,759
Affiliate [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest payable		$ 2,515
Short term loans		70,974	25,000
Unissued shares liability excluding loans		55,000
Accounts payable	[1]	$ 105,251	2,000
Unissued shares liability			$ 515,904
[1] As at June 30, 2024, there are $105,252 in affiliate accounts payable. Accumulated payroll for the months of April to June 2024 is $96,252, $35,001 for each the CEO and CFO and $26,250 for the CCO, each person also has $3,000 of expense claims. On December 31, 2023, there was $2,000 due to the CFO for advanced expenses.

v3.24.2.u1

SCHEDULE OF OUTSTANDING CONVERTIBLE NOTES (Details) - USD ($)		Jun. 30, 2024	[1]	Dec. 31, 2023
Short-Term Debt [Line Items]
Total principal due				$ 1,900,000
Total debt discount
Total accrued interest				223,759
Total amount due				2,123,759
Private Placement, 2021 Note [Member]
Short-Term Debt [Line Items]
Total principal due		$ 805,000		900,000	[2]
Total debt discount		(75,000)			[2]
Total accrued interest		105,507		63,814	[2]
Total amount due		$ 835,507		963,814	[2]
2021 Note issued in exchange for prior Notes [Member]
Short-Term Debt [Line Items]
Total principal due	[3]			1,000,000
Total debt discount	[3]
Total accrued interest	[3]			159,945
Total amount due	[3]			$ 1,159,945
[1] On May 1, 2024, the 2021 Note with an interest of 10% was extended for seven months, or until November 30, 2024, in exchange for (i) reduction of conversion price to $0.08, and (ii) a debt discount of $105,000. At June 30, 2024, $75,000 of the debt discount remains to be amortized. [2] Net cash received from these notes were $1,045,150, after a Debt Discount of $119,850 was paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA / SIPC). In the first six months of 2024, a total of $200,000 was converted into 1,675,849 shares of Common Stock. [3] All earlier issued Notes were paid off and assumed by a different entity/company. Portions of the balance was forgiven and a new note of $1,000,000 was issued to a third party. In the first six months of 2024, a total of $1,163,562 (whereof $163,562 in interest) was converted into 8,950,474 shares of Common Stock.

v3.24.2.u1

SCHEDULE OF OUTSTANDING CONVERTIBLE NOTES (Details) (Parenthetical) - USD ($)		3 Months Ended				6 Months Ended			12 Months Ended
		Jun. 30, 2024		Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024		Jun. 30, 2023	Dec. 31, 2023		May 01, 2024
Short-Term Debt [Line Items]
Cash received						$ 61,500
Debt discount
Value issued for the conversion of notes payable		$ 162,295		$ 1,263,562	$ 172,306
Interest paid in conversion of note payable						164,357		$ 7,306
Common Stock [Member]
Short-Term Debt [Line Items]
Value issued for the conversion of notes payable		$ 1,249		$ 9,857	$ 1,325
Shares issued for the conversion of notes payable		1,248,423		9,857,092	1,325,430
Private Placement, 2021 Note [Member]
Short-Term Debt [Line Items]
Debt discount		$ 75,000	[1]			75,000	[1]			[2]
Value issued for the conversion of notes payable						$ 200,000
Private Placement, 2021 Note [Member] | Common Stock [Member]
Short-Term Debt [Line Items]
Shares issued for the conversion of notes payable						1,675,849
Private Placement, 2021 Note [Member] | Wallach Beth Capital LLC [Member]
Short-Term Debt [Line Items]
Cash received									1,045,150
Debt discount									119,850
2021 Note issued in exchange for prior Notes [Member]
Short-Term Debt [Line Items]
Debt discount	[3]
Value issued for the conversion of notes payable						$ 1,163,562
New note issued									$ 1,000,000
Interest paid in conversion of note payable						$ 163,562
2021 Note issued in exchange for prior Notes [Member] | Common Stock [Member]
Short-Term Debt [Line Items]
Shares issued for the conversion of notes payable						8,950,474
Two Thousand Twenty One Notes [Member] | Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Debt discount		$ 75,000				$ 75,000					$ 105,000
Interest rate											10.00%
Debt conversion price											$ 0.08
[1] On May 1, 2024, the 2021 Note with an interest of 10% was extended for seven months, or until November 30, 2024, in exchange for (i) reduction of conversion price to $0.08, and (ii) a debt discount of $105,000. At June 30, 2024, $75,000 of the debt discount remains to be amortized. [2] Net cash received from these notes were $1,045,150, after a Debt Discount of $119,850 was paid to the sole Placement Agent: WallachBeth Capital, LLC (Member FINRA / SIPC). In the first six months of 2024, a total of $200,000 was converted into 1,675,849 shares of Common Stock. [3] All earlier issued Notes were paid off and assumed by a different entity/company. Portions of the balance was forgiven and a new note of $1,000,000 was issued to a third party. In the first six months of 2024, a total of $1,163,562 (whereof $163,562 in interest) was converted into 8,950,474 shares of Common Stock.

v3.24.2.u1

CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	Apr. 15, 2024	May 05, 2023	May 03, 2021	Jun. 30, 2024	May 01, 2024	Mar. 15, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Aggregate principal amount							$ 1,900,000
Debt discount
Accrued interest							$ 223,759
2024 Notes [Member]
Short-Term Debt [Line Items]
Shares issued for the conversion of notes payable	479,192
Accrued interest	$ 795
Convertible Notes Payable [Member] | Two Thousand Twenty One Notes [Member]
Short-Term Debt [Line Items]
Interest rate					10.00%
Debt discount				$ 75,000	$ 105,000
Debt conversion price					$ 0.08
Convertible Notes Payable [Member] | Two Thousand Twenty One Holder [Member]
Short-Term Debt [Line Items]
Note conversion description		The conversion price was adjusted to the lower of (i) a fixed price of $0.13, or (ii) if the VWAP at the date of conversion is below $0.13, the conversion price will be reduced with 120% of the difference between fixed price and VWAP.
Four Securities Purchase Agreements [Member] | Convertible Notes Payable [Member] | Two Thousand Twenty One Notes [Member]
Short-Term Debt [Line Items]
Aggregate principal amount			$ 2,165,000
Interest rate			6.00%
Four Securities Purchase Agreements [Member] | Convertible Notes Payable [Member] | Two Thousand Twenty One Holder [Member]
Short-Term Debt [Line Items]
Note conversion description			The “Conversion Price” will be the lesser of (i) $.13 per share or (ii) 85% of the closing price of Any Qualified Financing, which consists of any fundraising whereby the Company receives gross proceeds of not less than $500,000.
Three Notes [Member] | Convertible Notes Payable [Member]
Short-Term Debt [Line Items]
Interest rate		10.00%
Prepayment percentage		120.00%
Notes extended date		Apr. 30, 2024
Thirty Four Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | 2024 Notes [Member]
Short-Term Debt [Line Items]
Aggregate principal amount						$ 61,500
Interest rate						8.00%
Debt conversion price						$ 0.13

v3.24.2.u1

SCHEDULE OF COMMON STOCK ISSUED AND OUTSTANDING (Details) - USD ($)																																3 Months Ended				6 Months Ended
		Jun. 27, 2024	May 20, 2024	May 16, 2024		Apr. 22, 2024	Apr. 19, 2024	Apr. 15, 2024		Apr. 04, 2024	Mar. 27, 2024	Mar. 20, 2024		Jan. 22, 2024		Jan. 19, 2024	Jan. 18, 2024	Jan. 17, 2024	Jan. 01, 2024	Jun. 26, 2023		May 17, 2023		May 15, 2023	May 10, 2023	Apr. 19, 2023	Apr. 18, 2023	Apr. 14, 2023	Feb. 10, 2023	Jan. 04, 2023	Jan. 01, 2023	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Subsidiary, Sale of Stock [Line Items]
Shares																			145,642,333												123,252,235
Amount																			$ 13,066,626												$ 8,515,682	$ 63,000		$ 65,000	$ 80,000
Common Stock Issued and Outstanding [Member]
Subsidiary, Sale of Stock [Line Items]
Shares	[1]																																			177,416,428	132,035,294
Amount																																				$ 16,553,895	$ 11,412,005
Stock Plan 2021 [Member]
Subsidiary, Sale of Stock [Line Items]
Shares	[1]						1,679,477																			4,000
Amount	[1]						$ 179,143																			$ 1,790
Share price	[1]						$ 0.104																			$ 0.448
Affiliated Entity [Member] | Stock Plan 2021 [Member]
Subsidiary, Sale of Stock [Line Items]
Shares	[1]						1,432,398																			110,000
Amount	[1]						$ 161,836																			$ 50,200
Share price	[1]						$ 0.113																			$ 0.456
Debt Conversion [Member]
Subsidiary, Sale of Stock [Line Items]
Shares	[2]		1,027,397				250,000			1,000,000	3,705,808						3,703,704											137,656
Amount	[2]		$ 150,000				$ 32,125			$ 104,000	$ 385,404						$ 500,000											$ 44,050
Share price	[2]		$ 0.146				$ 0.129			$ 0.104	$ 0.104						$ 0.135											$ 0.320
Debt Conversion [Member] | Affiliated Entity [Member]
Subsidiary, Sale of Stock [Line Items]
Shares	[2]																3,599,289											6,763,562
Amount	[2]																$ 485,904											$ 2,164,340
Share price	[2]																$ 0.135											$ 0.320
Convertible Debt [Member]
Subsidiary, Sale of Stock [Line Items]
Shares	[3]			769,231				479,192				906,618		8,950,474						803,292		522,138
Amount	[3]			$ 100,000				$ 62,295				$ 100,000		$ 1,163,562						$ 104,428		$ 67,878
Share price				$ 0.130	[3]			$ 0.130	[3]			$ 0.110	[3]	$ 0.130	[3]					$ 0.130	[3]	$ 0.130	[3]											$ 0.436			$ 0.436
Return to Treasury [Member]
Subsidiary, Sale of Stock [Line Items]
Shares	[4]															1,000,000
Exercise of Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Shares	[2]													4,356,778
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Shares	[4]	212,766				194,553		173,077										333,333						114,286			78,125		156,250	93,750
Amount	[4]	$ 20,000				$ 25,000		$ 18,000										$ 45,000						$ 40,000			$ 25,000		$ 50,000	$ 30,000
Share price	[4]	$ 0.094				$ 0.128		$ 0.104										$ 0.135						$ 0.350			$ 0.320		$ 0.320	$ 0.320
Subscription [Member]
Subsidiary, Sale of Stock [Line Items]
Shares
Amount																		$ (45,000)												$ (30,000)
Share price
Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Shares	[5]
Amount	[5]																								$ 348,637
[1] 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. [2] 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. [3] The Common Stock underlying the Convertible Note(s) are currently eligible for resale under Rule 144. At the time of sale of the promissory note, the Company claimed an exemption from the registration requirements of the Securities Act for these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. [4] 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. [5] The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption in section 12(a) of the Securities Act.

v3.24.2.u1

SCHEDULE OF WARRANT ACTIVITY (Details) - $ / shares	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Number of Warrants Oustanding, balance	1,342,030	542,030	542,030
Weighted Average Exercise Price, Balance	$ 0.29	$ 0.42	$ 0.42
Weighted- Average Remaining Expected Term, Balance	3 years 3 months 18 days	4 years 4 months 24 days	3 years 6 months	4 years 1 month 6 days
Number of Warrants, Granted		800,000
Weighted Average Exercise Price, Granted		$ 0.20
Weighted- Average Remaining Expected Term, Granted	5 years
Number of Warrants, Exercised
Weighted Average Exercise Price, Exercised
Number of Warrants, Forfeited/Cancelled
Weighted Average Exercise Price, Forfeited/Canceled
Number of Warrants Oustanding, Balance	1,342,030	1,342,030	1,342,030	542,030
Weighted Average Exercise Price, Balance	$ 0.29	$ 0.29	$ 0.29	$ 0.42

v3.24.2.u1

SCHEDULE OF WARRANT ACTIVITY (Details) (Parenthetical) - Warrant Agreements [Member] - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2019
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant issued		50,000
Warrant exercised, shares issued	1,130,114
Warrant exercise price	$ 0.096
Warrant cashless exercised, shares issued	541,878

v3.24.2.u1

SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS (Details) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants Outstanding, Weighted Average Exercise Price Per Share	$ 0.29	$ 0.29	$ 0.29	$ 0.42
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years)	3 years 3 months 18 days	4 years 4 months 24 days	3 years 6 months	4 years 1 month 6 days
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants Outstanding, Number of Warrants	1,342,030
Warrants Outstanding, Weighted Average Exercise Price Per Share	$ 0.29
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years)	3 years 3 months 18 days
Warrants Outstanding, Aggregate Intrinsic Value

v3.24.2.u1

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	May 16, 2024	[1]	Apr. 15, 2024	[1]	Mar. 20, 2024	[1]	Jan. 22, 2024	[1]	Dec. 31, 2023	Jun. 26, 2023	[1]	May 17, 2023	[1]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized	300,000,000										300,000,000
Preferred stock, shares authorized	50,000,000										50,000,000
Preferred stock, shares issued
Warrants outstanding, aggregate intrinsic value	$ 0
Convertible Debt [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price		$ 0.436	$ 0.130		$ 0.130		$ 0.110		$ 0.130			$ 0.130		$ 0.130
Warrants value		$ 348,637
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant awarded, shares		800,000
Warrant term		5 years
Warrants exercisable		$ 0.20
Warrants exercisable, weighted average remaining contractual life	3 years 3 months 18 days
[1] The Common Stock underlying the Convertible Note(s) are currently eligible for resale under Rule 144. At the time of sale of the promissory note, the Company claimed an exemption from the registration requirements of the Securities Act for these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.

v3.24.2.u1

SCHEDULE OF GRANTED AND ISSUED STOCK AWARDS (Details) - USD ($)								3 Months Ended				6 Months Ended
		Apr. 19, 2024	Mar. 27, 2024	Jan. 19, 2024	Jan. 01, 2024	Apr. 19, 2023	Jan. 01, 2023	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares					145,642,333		123,252,235
Amount					$ 13,066,626		$ 8,515,682	$ 63,000		$ 65,000	$ 80,000
Return to Treasury [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares	[1]			1,000,000
2021 Stock Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares					5,288,687		4,290,709					8,400,562	4,404,709
Amount					$ 99,910		$ 97,272					$ 440,386	$ 45,282
2021 Stock Plan [Member] | Return to Treasury [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares			50,000
2021 Stock Plan [Member] | Stipend [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares		86,246	72,423			4,000
Amount		$ 10,694	$ 10,284			$ 1,790
Share price		$ 0.124	$ 0.142			$ 0.448
2021 Stock Plan [Member] | Stipend [Member] | Affiliated Entity [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares		241,938	211,269			110,000
Amount		$ 30,000	$ 30,000			$ 50,200
Share price		$ 0.124	$ 0.142			$ 0.456
2021 Stock Plan [Member] | Bonus [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares			1,570,808
Amount			$ 158,643
Share price			$ 0.104
2021 Stock Plan [Member] | Bonus [Member] | Affiliated Entity [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares			979,191
Amount			$ 100,855
Share price			$ 0.103
[1] 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.

v3.24.2.u1

SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options, Outstanding Balance	335,000	524,000
Weighted Average Exercise Price per Share, Outstanding balance	$ 0.62	$ 0.44
Number of Options, Granted
Exercise Price per Share, Granted
Weighted Average Exercise Price per Share, Granted
Number of Options, Exercised
Exercise Price per Share, Exercised
Weighted Average Exercise Price per Share, Exercised
Number of Options, Options forfeited/cancelled	(90,000)	(96,000)
Weighted Average Exercise Price per Share, Options forfeited/cancelled	$ 0.20	$ 0.01
Number of Options, Outstanding Balance	245,000	428,000
Weighted Average Exercise Price per Share, Outstanding balance	$ 0.78	$ 0.52
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise Price per Share, Outstanding Balance	0.001	0.001
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingExercisePricePerShareForfeited]	0.190	0.001
Exercise Price per Share, Outstanding Balance	0.001	0.001
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise Price per Share, Outstanding Balance	0.95	0.95
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingExercisePricePerShareForfeited]	0.20	0.20
Exercise Price per Share, Outstanding Balance	$ 0.95	$ 0.95

v3.24.2.u1

SCHEDULE OF STOCK OPTION VESTED (Details)	6 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price, Upper Range	$ 0.950
Options Outstanding, Number of Options | shares	245,000
Options Outstanding, Weighted Average Exercise Price per Share	$ 0.78
Options Outstanding, Weighted Average Remaining Contractual Life (Years)	2 months 4 days
Options Outstanding, Aggregate Intrinsic Value | $	$ 4,320
Exercise Price, Lower Range	$ 0.001
Exercise Price One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price, Upper Range	$ 0.001
Options Outstanding, Number of Options | shares	45,000
Options Outstanding, Weighted Average Exercise Price per Share	$ 0.001
Options Outstanding, Weighted Average Remaining Contractual Life (Years)	29 days
Options Outstanding, Aggregate Intrinsic Value | $	$ 4,320
Exercise Price Two [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price, Upper Range	$ 0.950
Options Outstanding, Number of Options | shares	200,000
Options Outstanding, Weighted Average Exercise Price per Share	$ 0.950
Options Outstanding, Weighted Average Remaining Contractual Life (Years)	2 months 12 days
Options Outstanding, Aggregate Intrinsic Value | $

v3.24.2.u1

STOCK OPTION PLAN AND STOCK-BASED COMPENSATION (Details Narrative) - USD ($)				6 Months Ended
	Jan. 01, 2024	Jan. 01, 2023	Jan. 15, 2021	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options exercisable, weighted-average remaining estimated life				2 months 4 days
Options exercisable, intrinsic value				$ 4,320		$ 6,750
Stock option exercises				$ 0	$ 0
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding number of shares				245,000	428,000	335,000	524,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period				90,000	96,000
Stock or options available for grant
2021 Stock Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock awards stock appreciation rights percentage			15.00%
Number of shares available for grant	30,028,314			27,006,439
Options outstanding number of shares	5,288,687	4,290,709		8,400,562	4,404,709
Options granted, value	$ 99,910	$ 97,272		$ 440,386	$ 45,282
Stock or options available for grant				0
2021 Stock Plan [Member] | Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding number of shares	335,000	524,000		245,000	428,000
Options granted, value	$ 155,505	$ 173,362		$ 141,105	$ 167,732
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period				90,000	96,000
Stock or options available for grant					0
Stock Plan 2021 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation				$ 365,936	$ 18,710

v3.24.2.u1

SCHEDULE OF NON CONTROLLING INTEREST (Details) - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Net loss attributable to the non-controlling interest		$ (13,324)	$ (764)	$ (32,894)	$ (13,324)	$ (33,658)
Subsidiaries [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Net loss Subsidiary					(27,191)		$ (333,630)
Net loss attributable to the non-controlling interest					13,324		90,258
Net loss affecting Bioxytran					(13,867)		(243,372)
Accumulated losses					(3,955,108)		(3,927,917)
Accumulated losses attributable to the non-controlling interest					855,160		841,836
Accumulated losses affecting Bioxytran					(3,099,948)		(3,086,081)
Net equity non-controlling interest					$ (694,210)		$ (680,886)

v3.24.2.u1

NON-CONTROLLING INTEREST (Details Narrative) - shares	Jun. 30, 2024	Dec. 31, 2023	Nov. 15, 2020
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Common stock, shares issued	177,416,428	145,642,333
Common stock, shares outstanding	177,416,428	145,642,333
Pharmalectin, Inc. [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Common stock, shares issued	29,410,000
Common stock, shares outstanding	29,410,000
Pharmalectin, Inc. [Member] | Joint Venture Aggrement [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Common stock, shares outstanding			15,000,000
Percentage of oustanding shares			17.50%
Pharmalectin, Inc. [Member] | Affiliaties [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Common stock, shares outstanding	14,410,000
Common stock shares held, percentage	49.00%
Parent Company [Member] | Pharmalectin, Inc. [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Common stock, shares outstanding	15,000,000
Common stock shares held, percentage	51.00%

v3.24.2.u1

COMMITMENTS AND CONTINGENCIES (Details Narrative)	Jun. 30, 2024 USD ($)
Employment Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Payment of severance upon termination	$ 50,000

v3.24.2.u1

SCHEDULE OF SHARES AWARDED AND STOCK OPTIONS FORFEITED (Details) - Subsequent Event [Member] - 2021 Stock Plan [Member] - USD ($)	Aug. 14, 2024	Aug. 01, 2024
Equity Option [Member]
Subsequent Event [Line Items]
Stock options forfeited , shares		(45,000)
Stock options forfeited price		$ 0.001
One Stipend [Member]
Subsequent Event [Line Items]
Stock or options available for grant	454,546
Shares Awarded , Amount	$ 55,000
Shares award, share price	$ 0.121
Two Stipend [Member]
Subsequent Event [Line Items]
Stock or options available for grant	84,646
Shares Awarded , Amount	$ 10,242
Shares award, share price	$ 0.121

v3.24.2.u1

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] $ in Millions	Jul. 15, 2024 USD ($)
Subsequent Event [Line Items]
Investments	$ 2
Heme Foundation [Member]
Subsequent Event [Line Items]
Contributions to joint venture	10
Minimum [Member]
Subsequent Event [Line Items]
Development cost	$ 20
Development, period	3 years 6 months
Maximum [Member]
Subsequent Event [Line Items]
Development cost	$ 25
Development, period	5 years

---