SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 14 – SUBSEQUENT EVENTS

The Company has evaluated events from December 31, 2023, through the date the financial statements were issued. The events requiring disclosure for this period are as follows:

i.	In the first quarter of 2024 a note for a total of $1,263,562 (whereof $163,562 in interest) was converted into 9,857,092 shares of Common Stock.
ii.	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”).
iii.	On May 1, 2024, the 2021 Note was extended until December 1, 2024, in exchange for a $105,000 debt discount, and the conversion price was adjusted to the lower of (i) a fixed price of $0.08, or (ii) if the VWAP at the date of conversion is below $0.08, the conversion price will be reduced with 120% of the difference between fixed price and VWAP. As per a second amendment dated December 27, 2024, the maturity date was extended to March 1, 2025, and further allows for the Company the option to repurchase the note at face value and a conversion of $70,000 in shares of Common Stock.

At December 24, 2024, the remaining outstanding note is as follows:

Debtor	Date of Issuance	Principal Amount		Interest Rate			Accrued Interest		Total Amount		Maturity Date
Private Placement, 2021 Note	5/3/2021		805,000		10	%		143,642		948,642	3/01/2025

iv.	As per the exchange terms in the Joint Venture Agreement dated November 15, 2020, an affiliate, of which the beneficial ownership includes the Company’s officers, had the option to convert up to 15,000,000 shares of Pharmalectin into a maximum 17.5% ownership in the Company. On August 19, 2024, the affiliate exercised the option and exchanged 14,410,000 shares (49%) of Pharmalectin into 8,973,405 shares of Preferred Stock of Bioxytran.
v.	On August 19, 2024, the Company issued 28,971,248 shares of Convertible Preferred Stock, with a par value of $0.001 per share, to company insiders in exchange for 94,057,658 shares of Common Stock, at a 5:1 basis, as per the Certificate of Designation dated April 19, 2024, $353,840 in accrued salaries, accounts receivable and other short-term debt, and of exercise of the conversion rights for the 14,410,000 (49%) Subsidiary shares as per option agreement dated November 20, 2021. The Preferred shares can at any time be converted back into shares of Common Stock at a 1:5 basis, and carry a voting-power of an “as if converted” basis multiplied by a factor of two.
vi.	On October 25, 2024, the Company acquired 100% of the shares in NDPD Pharma from its shareholders which included the Company’s management team. The following table summarizes the fair market value of assets acquired and liabilities assumed as of the acquisition date:

	October 25, 2024
Consideration Paid
Common Stock – 3,389,169 shares @ $0.109	$	368,623
Preferred Stock – 28,467,564 shares @ $0.543		15,481,377
Preferred Stock returned to Treasury - 14,085,410 shares		(4,007,572	)
Total consideration	$	11,842,428
Assets acquired and liabilities assumed:
Cash	$	396
Assumed Expenses		1,828
Intangible assets – amortized over 17 years		8,190,000
Goodwill		5,382,610
Deferred taxes (21%)		(1,719,900	)
Loan from affiliate		(12,506	)
Assumed value	$	11,842,428

vii. Issuance of Preferred Stock in the period January 1 and December 31, 2024

Date		# Shares			Amount			Price/Share		Type	Notice
1/01/2024			—		$	—		$	—
8/19/2024	g		19,221,026			4,139,126			0.215	conversion Common Stock	affiliate
8/19/2024	d		8,973,405			160,950			0.018	exercise of warrant	affiliate
8/19/2024	c		776,817			353,840			0.455	debt conversion	affiliate
8/28/2024	g		22,370			14,820			0.662	conversion Common Stock	affiliate
8/28/2024	g		(100,000	)		(500	)		0.005	conversion Common Stock	affiliate
10/25/2024	c		28,467,564			13,095,079			0.460	return to treasury	affiliate
10/25/2024	a		(14,085,410	)		(4,007,572	)		0.285	subsidiary acquisition	affiliate
10/25/2024	b		82,476			37,939			0.460	see 2021 stock plan	affiliate
12/04/2024	h		(200,000	)		(1,000	)		0.005	gift transfer	affiliate
12/31/2024			43,158,248		$	13,806,213		$	0.318

Issuance of Preferred Stock after December 31, 2024

1/06/2025 d 390,140 122,894 0.315 2021 stock plan affiliate

viii. Issuance of Common Stock in the period January 1 and December 31, 2024

Date		# Shares			Amount			Price/Share		Type	Notice
1/01/2024			144,642,333		$	13,158,312		$	0.090
1/17/2024	a		333,333			45,000			0.135	private placement
1/17/2024	-		—			(45,000	)		—	subscription
1/18/2024	c		3,703,704			500,000			0.135	debt conversion
1/18/2024	c		3,599,289			485,904			0.135	debt conversion	affiliate
1/22/2024	c		4,356,778			—			—	exercise of warrant	cashless
1/22/2024	b		8,950,474			1,163,562			0.130	convertible note
3/20/2024	b		906,618			100,000			0.110	convertible note
3/27/2024	c		3,705,808			385,404			0.104	debt conversion
4/04/2024	c		1,000,000			104,000			0.104	debt conversion
4/15/2024	b		479,192			62,295			0.130	convertible note
4/15/2024	a		173,077			18,000			0.104	private placement
4/19/2024	c		250,000			32,125			0.129	debt conversion
4/22/2024	a		194,553			25,000			0.128	private placement
5/16/2024	b		769,231			100,000			0.130	convertible note
5/20/2024	c		1,027,397			150,000			0.146	debt conversion
6/27/2024	a		212,766			20,000			0.094	private placement
8/19/2024	g		(96,105,125	)		(4,139,126	)		0.043	conversion Preferred Stock	affiliate
8/28/2024	g		(111,847	)		(14,820	)		0.133	conversion Preferred Stock	affiliate
8/28/2024	g		500,000			500			0.001	conversion Preferred Stock	affiliate
10/25/2024	h		3,389,169			311,803			0.092	subsidiary acquisition
12/4/2024	h		1,000,000			1,000			0.001	gift transfer
see Note 10	d		1,886,944			207,289			0.110	2021 Stock Plan	affiliate
see Note 10	d		1,919,214			201,875			0.105	2021 Stock Plan
12/31/2024			86,782,908		$	12,873,123		$	0.148

Issuance of Common Stock after December 31, 2024

1/06/2025 d 1,348,951 80,984 0.063 2021 stock plan

a	The Company claims an exemption from the registration requirements of the Securities Act for the private placement of these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.
b	The 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.
c	The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption in Rule 3(a)(9) of the Securities Act.
d	The Company claims an exemption from the registration requirements of the Securities Act for the Compensatory Benefit Plan pursuant to Rule 701 of the Securities Act.
e	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.
f	The shares were issued after the Company filed a registration statement with the SEC, on Form S-1
g	The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption under Rule 145 of the Securities Act.
h	The Company claims an exemption from the registration requirements of the Securities Act pursuant to the Exchange Exemption under Rule 144 of the Securities Act.

Management sees no further subsequent events requiring disclosure.