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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

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

 For
the Year ended December 31, 2023

 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

INC.

 (Exact
name of registrant as specified in its charter)

 Nevada

 26-2797630

 (State
 or other jurisdiction of

 incorporation or organization)

 (I.R.S.
 Employer

 Identification No.)

 2 nd Ave., Ste
 605, Needham,
 MA

 02494

 (Address
 of principal executive offices)

 (Zip
 Code)

 617 - 454-1199

 (Registrant's
telephone number, including area code)

registered pursuant to Section 12(b) of the Act: None

registered pursuant to Section 12(g) of the Act:

registered under Section 12(g) of the Exchange Act:

 (Title
of Class)

Stock, $.001 par value per share

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
 No

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

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

by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definition of "large accelerated filer," and large "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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 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).

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

the number of shares outstanding of each of the issuer's classes of Common Stock, as at the latest practicable date.

 Class

 Trading
 Symbol

 Name
 of each exchange on which listed

 Stock, $0.001 par value per share

 BIXT

 OTCQB

 As
at June 30, 2023, the aggregate market value of the registrant's voting stock held by non-affiliates based upon the per share closing
price of $0.19 as reported on the OTCQB Market and the market value of shares owned by non-affiliates was approximately $ 9,199,691 (based
on the assumption, solely for purposes of this computation, that all Directors and Officers of the registrant were affiliates of the
registrant).

 The
number of shares of Common Stock outstanding as at March 22, 2024, was 166,492,529 shares.

INC.

 FORM

 TABLE
OF CONTENTS

 PART
 I

 Item

 Business

 Item
 1A

 Risk
 Factors

 Item
 1B

 Unresolved
 Staff Comments

 Item
 1C

 Cybersecurity
 Risk Management, Strategy, and Governance

 Item

 Properties

 Item

 Legal
 Proceedings

 Item

 Mine
 Safety Disclosures

 PART
 II

 Item

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item

 Selected
 Financial Data

 Item

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A

 Quantitative
 and Qualitative Disclosures About Market Risk

 Item

 Financial
 Statements and Supplementary Data

 Item

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosures

 Item
 9A

 Controls
 and Procedures

 Item
 9B

 Other
 Information

 PART
 III

 Item

 Directors,
 Executive Officers and Corporate Governance

 Item

 Executive

 Item

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item

 Certain
 Relationships and Related Transactions, and Director Independence

 Item

 Principal
 Accounting Fees and Services

 PART
 IV

 Item

 Exhibits
 and Financial Statement Schedules

 SIGNATURES

 FINANCIAL
 STATEMENTS AND FOOTNOTES

 - F-19

 i

 Special
Note Regarding Forward Looking Statements

 This
Annual Report on Form 10-K contains a number of "forward-looking statements". Specifically, all statements other than statements
of historical facts included in this Annual Report on Form 10-K regarding our financial position, business strategy and plans and objectives
of management for future operations are forward-looking statements. These forward-looking statements are based on the beliefs of management
at the time these statements were made, as well as assumptions made by and information currently available to management. When used in
this Annual Report on Form 10-K and the documents incorporated by reference herein, the words "anticipate," "believe,"
"estimate," "expect," "may," "will," "continue" and "intend,"
and words or phrases of similar import, as they relate to our financial position, business strategy and plans, or objectives of management,
are intended to identify forward-looking statements. These statements reflect our current view with respect to future events and are
subject to risks, uncertainties and assumptions related to various factors.

 You
should understand that the following important factors, in addition to those discussed in our periodic reports to be filed with the SEC
under the Exchange Act, could affect our future results and could cause those results to differ materially from those expressed in such
forward-looking statements:

 We
 expect to incur losses for the foreseeable future and may never achieve or maintain profitability.

 We
 are a company with limited operating history which makes it difficult to evaluate our current business and future prospects.

 We
 will require additional financing to implement our business plan which may not be available on favorable terms or at all, and we
 may have to accept financing terms that would adversely affect our stockholders.

 Raising
 additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our drug
 candidates and dietary supplements.

 Our
 products are based on novel, unproven technologies.

 Clinical
 drug development involves a lengthy and expensive process, with an uncertain outcome. We may incur additional costs or experience
 delays in completing, or ultimately be unable to complete, the development and commercialization of our drug candidates.

 We
 may be unable to commercialize our drug candidates

 Our
 success depends upon our ability to retain key executives and to attract, retain, and motivate qualified personnel and direction
 and the loss of these persons could adversely affect our operations and results.

 We
 will need regulatory approvals to commercialize our products as drugs.

 Our
 competitive position depends on protection of our intellectual property.

 The
 market for our proposed products is rapidly changing and competitive, and new drugs and new treatments which may be developed by
 others could impair our ability to maintain and grow our business and remain competitive.

 We
 may become involved in lawsuits to protect or enforce patents that may issue to us, that we may acquire, or may license in the future,
 or other intellectual property, which could be expensive, time-consuming and ultimately unsuccessful.

 As
 a public company, we must implement additional and expensive finance and accounting systems, procedures and controls as we grow our
 business and organization to satisfy new reporting requirements, which will increase our costs and require additional management
 resources.

 Although
we believe that our expectations (including those on which our forward-looking statements are based) are reasonable, we cannot assure
you that those expectations will prove to be correct. Should any one or more of these risks or uncertainties materialize, or should any
underlying assumptions prove incorrect, actual results may vary materially from those described in our forward-looking statements as
anticipated, believed, estimated, expected or intended.

 Except
for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future events or any other reason. All subsequent
forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary
statements contained or referred to herein. In light of these risks, uncertainties and assumptions, the forward-looking events discussed
in this Annual Report on Form 10-K and the documents incorporated by reference herein might not occur.

 ii

 PART
I

 Item
1. Business.

 GENERAL
ORGANIZATION AND BUSINESS

 Bioxytran,
Inc. ("we", "us", or the "Company") is a clinical stage pharmaceutical company focused on the development,
manufacture and commercialization of therapeutic drugs designed to address hypoxia in humans, which is a lack of oxygen to tissues. Hypoxia
needs to be addressed quickly, otherwise it results in necrosis, which is the death of cells comprising body tissue. Necrosis cannot
be reversed. Our lead drug candidate, code named BXT-25, is an oxygen-carrying small molecule consisting of bovine hemoglobin stabilized
with a co-polymer with an intended application that includes the treatment of hypoxic conditions in the brain resulting from stroke.
We believe that our approach is novel when applied to hypoxic conditions in humans. Our drug development efforts are guided by specialists
who work on co-polymer chemistry and other disciplines. We intend to supplement our efforts with input from a scientific and medical
advisory board whose members are leading physicians.

 The
Company was organized on June 9, 2008, as a Nevada corporation.

 Our
subsidiary, Pharmalectin Inc. ("Pharmalectin" or the "Subsidiary"), of which we currently have 51% ownership,
is focused on the development, manufacturing and commercialization of therapeutic drugs designed to address viral diseases in humans.
Pharmalectin has developed a novel method designed to reduce the viral load and modulate the immune system using a galectin inhibitor.
Our lead drug candidate, named ProLectin-Rx, is a complex polysaccharide derived from pectin that binds to, and blocks the activity of,
galectin-1, a type of galectin. Galectins are a member of a family of proteins in the body called lectins. These proteins interact with
carbohydrate sugars located in, on the surface of, and in between cells. This interaction causes the cells to change behavior, including
cell movement, multiplication, and other cellular functions. The interactions between lectins and their target carbohydrate sugars occur
via a carbohydrate recognition domain, or CRD, within the lectin. Galectins are a subfamily of lectins that have a CRD that bind specifically
to -galactoside proteins. Galectins have a broad range of functions, including regulation of cell survival and adhesion, promotion
of cell-to-cell interactions, growth of blood vessels, regulation of the immune response and inflammation. During viral infections galectins
are upregulated and downregulated based on the type of virus.

 In
the past, pectin has been used as a fibrosis drug and a cancer drug. It is currently being reformulated to treat viral infections. We
believe that we have a novel approach in treating viral infections in humans. Our drug development efforts are guided by specialists
on carbohydrate chemistry and other disciplines, and we intend to supplement our efforts with input from a scientific and medical advisory
board whose members are leading physicians.

 We
plan to file a pre-investigational new drug application for ProLectin-Rx for the treatment of mild to moderate Covid-19 patients. However,
we cannot provide any assurance that we will successfully initiate or complete those planned trials and be able to initiate any other
clinical trials for ProLectin-Rx or any of our future drug candidates.

was organized on October 5, 2017, as a Delaware corporation with its principal place of business in Needham, MA.

 Our
subsidiary, Pharmalectin (BVI), Inc. ("Pharmalectin (BVI)") is the owner and custodian of the Company's Copyrights,
Trade Marks and Patents. Pharmalectin (BVI) was organized on March 17, 2021, as a British Virgin Islands (BVI) Business Corporation with
its principal place of business in Road Town, BVI.

 Our
subsidiary, Pharmalectin India Pvt Ltd. ("Pharmalectin India") is managing the Company's local clinical research and
trials, and holds the local commercialization rights. Pharmalectin India was organized on August 30, 2022, as an Indian Business Corporation
with its principal place of business in Hyderabad, Telangana, India.

 Company
Overview

 We
are a clinical stage pharmaceutical company founded on June 9, 2008, as America's Driving Ranges, Inc.. On September 21, 2018,
the Company was reorganized into Bioxytran through a reverse merger to focus on the development, manufacturing and commercialization
of therapeutic drugs designed to address hypoxia in humans, which is a lack of oxygen in tissues. Our initial focus is the treatment
of hypoxic conditions in the brain resulting from stroke and through our subsidiary, Pharmalectin in the treatment of viral diseases,
notably Covid-19.

 Currently,
the Company's lead pharmaceutical drug candidate is code named BXT-25 and is planned to be an oxygen-carrying small molecule consisting
of bovine hemoglobin stabilized with a co-polymer. This modified hemoglobin will be designed to be an injectable intravenous drug and
we plan to begin pre-clinical studies and apply to the Food and Drug Administration for approval to use BXT-25 to prevent necrosis, or
cell death, by carrying oxygen to human tissue with blood flow to the brain. If we successfully complete Phase I testing with the FDA
we plan to explore the use of additional drug candidates using chemical structures that are a sub-class of BXT-25 that share the same
physical properties to treat wound healing due to hypoxia, cardiovascular ischemia, anemia, cancer conditions and trauma, subject to
FDA approval. However, we will need to raise additional funds in excess of the $10,000,000 in order to expand the use of BXT-25.

 BXT-25
is a novel unproven technology. Although we have not conducted research applying our co-polymer technology and related chemistry to the
treatment of hypoxic conditions, we know from Dr. Platt's prior research that our technology enables the creation of molecules
that are 5,000 times smaller than human red blood cells and we believe that our proprietary technology will enable these molecules to
carry oxygen for delivery to tissue through the bloodstream. We also believe that the small size of these molecules will more effectively
enable their delivery to hypoxic tissues which red blood cells cannot reach under the clinical conditions we intend to address. We may
be unsuccessful in developing these technologies into drugs which the United States Food and Drug Administration (FDA) ultimately will
approve.

 Stroke

 Stroke,
also known as cerebrovascular accident (CVA), or brain attack, occurs when poor blood-flow to the brain results in necrosis and cell
death. Strokes can be classified into two major categories: ischemic and hemorrhagic. Ischemic strokes are caused by interruption of
the blood supply to the brain; hemorrhagic strokes result from the rupture of a blood vessel or an abnormal vascular structure. According
to the Center for Disease Control, approximately 87% of all strokes are ischemic strokes. An ischemic stroke may be thrombotic, which
occurs when diseased or damaged cerebral arteries become blocked by the formation of a blood clot within the brain, or embolic, which
occurs when a clot formed originally somewhere in the body outside the brain - typically in the heart - travels in a cerebral artery.
Whether thrombotic or embolic, an ischemic stroke restricts the flow of blood to the brain and results in near-immediate physical and
neurological deficits.

 According
to the Center for Disease Control, there are about 795,000 new or recurrent cases of stroke in the United States each year, of which
610,000 are new cases and 185,000 recurrent cases. One hundred thirty thousand (130,000) Americans are killed by stroke each year, or
one every four minutes. Stroke is a leading cause of serious long-term disability and costs the United States an estimated $34 Billion
each year, according to the Center for Disease Control, a figure which includes the cost of health care services, medications to treat
the stroke, and missed days of work.

 Hemoglobin
and Complex Co-Polymer Science

 Oxygen
therapeutics describe generally a class of agents that will be administered intravenously to enhance the oxygen delivery capability of
blood. These oxygen transporting agents may be perfluorocarbon (PFC) emulsions or modified hemoglobin solutions. Our technology involves
the development of hemoglobin-based oxygen carriers. To produce BXT-25, we will take red blood cells (RBCs) from bovine sources, isolate
hemoglobin from the RBCs and, by applying our proprietary co-polymer chemistry, stabilize and modify the hemoglobin. Our novel, complex
co-polymer molecules can be produced at specific molecular weights and with other pharmaceutical properties for potential treatment of
various hypoxic diseases, and in the production of BXT-25.

 The
BXT-25 co-polymer hemoglobin molecule will be designed to be 5,000 times smaller than an RBC, which we believe will enable that small
molecule to reach hypoxic tissue more effectively than RBCs. BXT-25 will be designed to be administered as an injectable IV drug that
will circulate in the blood collecting oxygen from the lungs and release the oxygen molecules where tissue has developed ischemia, or
lack of oxygen. BXT-25 will be designed to have oxygen affinity that mimics RBCs, minimize adverse effects, and be compatible with all
blood types. BXT will be designed to have a shelf life of two years at room temperature.

 With
regard to compatibility with all blood types, we believe that the differences between a BXT-25 molecule and a red blood cell will not
be limited to differences in size. Surfaces of red blood cells include different antigens which determine the blood type as A, B, AB
or O. We believe that BXT-25 will be found to be compatible with all blood types because it is a single, modified hemoglobin molecule
stabilized with a co-polymer which, unlike a red blood cell, has neither antigens nor an Rh factor.

 Certain
regulatory issues relating to our use of bovine hemoglobin as a raw material

 Our
products include the commercially-available raw material, bovine hemoglobin, that has been purified, chemically modified and cross-linked
for stability. It is sourced from controlled herds of U.S. cattle raised for beef production. Those herds are subject to and meet the
requirements of a herd management program that assures the origin, health, feed and quality of the cattle used as a raw material source.
Our suppliers will contract to maintain traceable records on animal origin, health, feed and care as part of our effort to assure the
use of known, healthy animals in compliance with applicable laws and regulations.

 Bovine
whole blood will be collected in individual, pre-sanitized containers. The containers will be shipped to a separation facility. Prior
to the collection of blood, the animals undergo live inspection. Then, following blood collection, the animal carcass undergoes U.S.
Department of Agriculture (USDA) inspection for use as beef for human consumption. If an animal carcass is retained for further inspection
for final disposition by the USDA veterinarian, we reject the corresponding container of whole blood. We have validated and tested the
processes described below for removal of potential pathogens in our raw material. Potential pathogens include bacteria, viruses such
as those leading to hepatitis and AIDS, and the transmissible spongiform encephalopathies that cause rare neurological disorders such
as "mad cow disease" and its human equivalent. The validation of a process means that it has been tested and documented and
that it performs adequately. Health and regulatory authorities have given guidance directed at three factors to control these diseases:
source of animals, the nature of tissue used and manufacturing process. We will comply with, and believe we will exceed, all current
guidelines regarding such risks for human pharmaceutical products.

 There
will be four major steps in the manufacture of BXT-25: (1) hemoglobin separation; (2) hemoglobin purification; (3) polymerization/size
selection and (4) synthesizing with our co-polymer. More specifically, bovine blood will be collected in an aseptic fashion and processed
to first remove plasma and then to remove at high concentration the hemoglobin protein from red blood cells. The hemoglobin will be purified
of other red cell proteins by anion exchange chromatography. The purified hemoglobin will be stabilized by the addition of a cross-linking
agent to form hemoglobin polymers. There is an additional sizing step to remove the higher hemoglobin molecules. The final step, co-polymer
synthesis, will take place on the stabilized hemoglobin. The combination polymers will be filled with a solution suitable for infusion.
The product will be run through sterilizing filters into sterile product bags.

 The
Subsidiary was organized on October 5, 2017, as a Delaware corporation under the name of Bioxytran "Bioxytran (DE)". On April
29, 2021, the name was changed to Pharmalectin. Through the Subsidiary, we are not a party to any long-term agreement with any of our
suppliers and, accordingly, we have our products manufactured on a purchase-order basis from one of two primary well-known and established
pharmaceutical suppliers that meet FDA requirements. Due to an overwhelming amount of research on galectins, we do not plan on conducting
any further research into new molecules. Instead, we intend to apply our knowledge of galectin science and drug development to create
new therapies for the treatment of viruses.

 Covid-19

 We
are currently working on an end-to-end solution for mild to severe cases of Covid-19 and treatment for organ damage caused by the virus
or by commonly used treatment methods.

 ProLectin-M,
 a chewable polysaccharide tablet for mild to moderate cases of Covid-19.

 ProLectin-I,
 a polysaccharide IV treatment for more severe cases of Covid-19.

 ProLectin-F,
 a polysaccharide IV treatment of lung-fibrosis as a result of the use of ventilators used for treatment of Covid-19.

 ProLectin-A,
 a polysaccharide and Hemoglobin IV treatment of ARDS as a result of Covid-19.

 Using
our issued patents and proprietary technology, coupled with the scientific knowledge and expertise of Dr. David Platt, we intend to develop
and manufacture ProLectin-M (oral) for treatment of mild cases and ProLectin-I (intravenous) for treatment of more severe cases of Covid-19.
These treatments may also be used for the treatment of other types of viral infections, such as influenza.

 A
significant problem related to the Covid-19 pandemic is that an increasing number of patients are developing life-threatening complications,
such as Acute Respiratory Distress Syndrome, ARDS, shock (i.e., a potentially fatal drop in blood pressure), kidney failure, acute cardiac
injury and secondary bacterial infections. The underlying cause for these complications is often a cytokine storm that results in a massive,
systemic inflammatory response, leading to the damage of vital organs such as the lungs, heart, and kidneys, and ultimately multiple
organ failure and death in many cases. For this purpose, we are developing ProLectin-A that aims to deliver oxygen to damaged organs
and, at the same time, fight infection.

 The
fourth drug in this series, ProLectin-F, is being developed to treat patients developing lung fibrosis as a result of the use of ventilator
in Covid-19 treatment. Increasing evidence from experimental and clinical studies suggests that mechanical ventilation, which is necessary
for life support in patients with acute respiratory distress syndrome, can cause lung fibrosis, which may significantly contribute to
morbidity and mortality. A review of medical records of 22,350 admissions showed that the cost of treating patients who were put on a
ventilator was four times higher than for those treated without a ventilator, and also that the death rate of pulmonary fibrosis patients
who were put on a hospital ventilator was seven times higher than those treated without a ventilator.

 Strategic
Objectives

 It
is our intention to develop the drug to the point whereby the Company would be in a position to license the drug to large pharmaceuticals
capable of conducting clinical trials and managing the distribution of the product. The Company does not plan to create a sales and marketing
staff to commercialize the pharmaceutical products it produces. The Company would be dependent on third parties such as licensees, collaborators,
joint venture partners or independent distributors to market and sell those products.

 The
FDC Act and other federal and state statutes and regulations govern the testing, manufacture, safety, effectiveness, labeling, storage,
record keeping, approval, advertising and promotion of our products. As a result of these laws and regulations, product development and
product approval processes are very expensive and time-consuming. Our goal is to advance our leading drug candidate, BXT-25, and our
Subsidiary's leading drug candidate, ProLectin-Rx, through regulatory submissions for Investigational New Drug (IND) status in
the United States, is subject to expensive and time-consuming approval processes.

 Management

 Our
management team and advisors include, most notably, our CEO and Chairman David Platt, Ph. D., who has played a leading role in the development
of complex co-polymer therapeutics for a variety of applications to address a variety of unmet medical needs. Our CFO, Ola Soderquist,
CPA, CMA, is a seasoned financial officer with more than 30 years of senior international entrepreneurial management experience within
many industries, both in public and private companies. Our Chief Communications Officer ("CCO"), Mike Sheikh, is a US Air
Force Academy graduate and a long-time Biotech Consultant with expertise in public and private biotech companies with disruptive technologies.

 Dr.
Platt, Mr. Sheikh and Mr. Soderquist are our only employees and each of them is committed on a full-time basis. David Platt and Ola Soderquist
currently have a monthly salary of $35,000, and Mike Sheik a monthly salary of $26,215, along with a 25% 401(k) Safe Harbor coverage
up to the federal limit, currently $66,000 per year plus potential catchup, currently $7,500, as well as reimbursement of a gold-level
healthcare plan.

 Our
Executive Officers and Directors may also receive stock or stock options at the discretion of our Board of Directors according to approved
the 2021 Stock Plan, or any subsequent Stock Plan.

 Business
Development

 BXT-25

 Bioxytran
intends to develop and, through third party contracts, manufacture oxygen therapeutics. Our oxygen therapeutics are a new class of pharmaceuticals
that are designed to be administered intravenously to transport oxygen to the body's tissues. Currently, there are four drug candidates
to treat a stroke. Abciximab, from Eli Lilly, is a platelet aggregation antagonist. Clinical trials show little advantage over placebos
and could lead to dangerous side effects, including more bleeding in patients. Cerovive, from AstraZeneca, is a Nitrone-based neuro protectant
currently in phase III clinical trials which shows no significant benefit over placebos with respect to changes in neurological impairment
as measured by the national institute of health stroke scale. Candesartan, from AstraZeneca, is an angiotensin receptor blocker which
was used to control blood pressure. Its efficacy in stroke patients still must be proven. Ancod, from Knoll Pharmaceuticals, is an anti-coagulant
that acts by breaking down the fibrinogen. It increases the risk of hemorrhage similar to those associated with tPA.

 Using
our proprietary technology, we will develop and manufacture BXT-25 and similar drugs for applications including treatment of stroke conditions.
Bioxytran has an exclusive license for an FDA approved technology monitoring NADH (MDX Viewer), the control marker in the body's
conversion of Oxygen to Energy, or the energy generating chain. The technology provides a clinical end-point for measuring oxygen supply
to the brain in real-time. MDX Viewer, developed by MDX LifeSciences, Inc., provides us with the potential to develop new molecules that
could potentially address unmet medical needs in disease indications resulting from hypoxia. MDX LifeSciences has licensed a patent ( Tissue
Metabolic Score for Patient Monitoring - US11832975B2) to Bioxytran for clinical monitoring of oxygen delivery through oxygen
carriers. MDX Lifesciences is an Affiliate of the Company.

 On
April 19, 2023, the Company announced that its long awaited Acelluar Oxygen Carrier ("AOC") BXT-25 had been successfully
tested in animals. The initial results are very encouraging because they show the non-toxicity of the experimental drug, along with the
corresponding full recovery in Swiss Albino mice, in an experiment carried out in a joint venture with NDPD Pharma, Inc. As a next step,
the Company intends to proceed with a 14-day repeated dose toxicity study using New Zealand Rabbits and Wistar Rats as funding permits.

 ProLectin

 The
Subsidiary is focusing on the development, manufacturing and commercialization of therapeutic drugs designed to address viral diseases
in humans. The Company has developed a novel method designed to reduce the viral load and modulate the immune system using a galectin
Antagonist.

 Currently,
the Subsidiary's lead drug candidate is a glyco-virology platform technology named ProLectin, a complex galectin antagonist that
binds to, and blocks the activity of galectin-3, a type of galectin. During viral infections galectins are upregulated and downregulated
based on the type of virus.

 To
our knowledge, Pharmalectin, Inc. is the only company planning to develop, what we believe is a viable, end-to-end solution for Covid-19.
We are also the only company, to our knowledge, attempting to use a Galectin Antagonist to combat the virus, SARS-CoV-2. The technology
is built on the life-time work by the founder of the Company, Dr. Platt, who discovered, and named, the Human Galectin-3 protein coded
by a single gene, LGALS3, located on chromosome 14, and published in his groundbreaking article, Structure-Function Relationship of
a Recombinant Human Galactoside-Binding Protein, Biochemistry 1993. Galectin Antagonists block the binding of galectins to carbohydrate
structures, present in numerous diseases, reducing their capability to replicate. Over the years, Dr. Platt has used this knowledge to
create a significant number of sustainable therapeutic solutions.

 Using
our issued patents and proprietary technology, we intend to develop and manufacture ProLectin-RX and similar drugs for applications including
treatment of virological conditions. Our patent position consists of 2 parts: a patent a method for treating SARS-CoV-2 by administering
an effective amount of complex polysaccharides to a subject issued in 2022 by the International Bureau of the Patent Cooperation Treaty
(PCT) expiring in February 2041 ( Polysaccharides for IV Administration that Treat Sars-Cov-2 Infections - WO2022099061A1)
and assigned to us outright by Dr. Platt, as well as a provisional patent ( Lectin-Binding Carbohydrates for Treating Viral Infections
- WO2023178228A1). Dr. Platt did not receive any compensation from the Company in consideration of his assignment of the patent.

 Pharmalectin,
Inc. has an exclusive license issued by NDPD Pharma ( Polysaccharides for Use in Treating Sars-Cov-2 Infections - WO2022099052A1)
to Pharmalectin for use of treatment of SARS-CoV-2. NDPD Pharma is an Affiliate of the Company.

 Further,
Pharmalectin has received an international trademark for ProLectin ( WO0000001646681).

 The
Company is capitalizing on 30 years of research in Galectins and recent peer reviewed articles on Galectins and Covid-19. Dr. Platt also
has an impressive body of patents in this field which gives him an advantage with respect to filing new patents based on his prior art.
We will rely on a combination of patent applications, patent, trade secrets, proprietary know-how and trademarks to protect our proprietary
rights. We believe that to have a competitive advantage, we must develop and maintain the proprietary aspects of our technologies.

 The
results of the ProLectin-M trials are from our Proof-of-Concept trial approved by the IRB at Mazumdar Shaw Medical Center, Narayana Health
in Bangalore, India and the IRB phase 2 study at ESIS Medical College and Hospital, Sanath Nagar, Hyderabad, India. The results of the
trial are described in our four peer-reviewed articles Galectin antagonist use in mild cases of SARS-CoV-2; pilot feasibility randomised,
open label, controlled tria l, published in Journal of Vaccines & Vaccination on December 30, 2020, Carbohydrate ProLectin-M,
a Galectin-3 Antagonist, Blocks SARS-CoV-2 Activity published in the International Journal of Health Sciences on June 30, 2022, PLG-007
and Its Active Component Galactomannan- Competitively Inhibit Enzymes That Hydrolyze Glucose Polymers published in the International
Journal of Molecular Science on July 13, 2022 and An Oral Galectin Antagonist in COVID-19—A Phase II Randomized Controlled Trial
 published in the journal Virus on February 23, 2023.

 On
December 2, 2022, India's Central Drugs Standard Control Organisation (CDSCO) issued an IND with permission to conduct: "A
Phase 1b/2a Randomized, Blinded, placebo-controlled Study in Participants with Mild to Moderate COVID-19 to Evaluate the Safety, Efficacy,
and Pharmacokinetics of Orally Administered ProLectin-M". The trial is planned to start on in the first quarter of 2024, provided
we obtain adequate funding.

 On
August 21, 2023, the Company's IND #153742 under the title "PROTECT: ProLectin-M, a nucleocapsid TErminal GaleCTin antagonist
for COVID-19 (PROTECT), a Randomized, Double-blinded Clinical Trial to Evaluate the Efficacy and Safety in Non-Hospitalized Adult Participants
with COVID-19" was approved by the FDA, the trial is expected to start in the first quarter of 2024, provided we obtain adequate
funding.

 On
January 27, 2023, an additional IND with the CDSCO was issued for ProLectin-I for an "IV treatment of SARS-CoV-2 in hospitalized
patients with moderate Covid-19 infections and for Long Covid", and for ProLectin-F for "treatment of lung-fibrosis as a
result of use of ventilator".

 FDA
Approval Process

 In
the United States, pharmaceutical products, including biologics like BXT-25, are subject to extensive regulation by the FDA. The FDC
Act and other federal and state statutes and regulations, govern, among other things, the research, development, testing, manufacture,
storage, recordkeeping, approval, labeling, promotion and marketing, distribution, post-approval monitoring and reporting, sampling,
and import and export of pharmaceutical products. Failure to comply with applicable U.S. requirements may subject a company to a variety
of administrative or judicial sanctions, such as FDA refusal to approve pending new drug applications, or NDAs, warning letters, product
recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, civil penalties, and criminal
prosecution.

 Pharmaceutical
product development in the United States typically involves preclinical laboratory and animal tests, the submission to the FDA/EMA of
an IND application, which must become effective before clinical testing may commence, and adequate and well-controlled clinical trials
to establish the safety and effectiveness of the drug or biologic for each indication for which FDA/EMA approval is sought. Satisfaction
of FDA/EMA pre-market approval requirements typically take many years (typically between 5-7 years post an IND submission) and the actual
time required may vary substantially based upon the type, complexity and novelty of the product or disease.

 Preclinical
tests include laboratory evaluation as well as animal trials to assess the characteristics and potential pharmacology and toxicity of
the product. The conduct of the preclinical tests must comply with federal regulations and requirements including good laboratory practices.
The results of preclinical testing are submitted to the FDA as part of an IND along with other information, including information about
product chemistry, manufacturing and controls, and a proposed clinical trial protocol. Long term preclinical tests, such as animal tests
of reproductive toxicity and carcinogenicity, may continue after the IND is submitted.

 A
30-day waiting period after the submission of each IND is required prior to the commencement of clinical testing in humans. If the FDA
has not objected to the IND within this 30-day period, the clinical trial proposed in the IND may begin.

 Clinical
trials involve the administration of the investigational drug to healthy volunteers or patients under the supervision of a qualified
investigator. Clinical trials must be conducted in compliance with federal regulations and good clinical practices, or GCP, as well as
under protocols detailing the objectives of the trial, the parameters to be used in monitoring safety and the effectiveness criteria
to be evaluated. Each protocol involving testing on U.S. patients and subsequent protocol amendments must be submitted to the FDA as
part of the IND.

 The
FDA may order the temporary or permanent discontinuation of a clinical trial at any time or impose other sanctions if it believes that
the clinical trial is not being conducted in accordance with FDA requirements or presents an unacceptable risk to the clinical trial
patients. The clinical trial protocol and informed consent information for patients in clinical trials must also be submitted to an institutional
review board, or IRB, for approval. An IRB may also require the clinical trial at the site to be halted, either temporarily or permanently,
for failure to comply with the IRB's requirements, or may impose other conditions.

 Clinical
trials to support New Drug Applications (NDAs) are typically conducted in three sequential Phases, but the Phases may overlap. In Phase
1, the initial introduction of the investigational drug candidate into healthy human subjects or patients, the investigational drug is
tested to assess metabolism, pharmacokinetics, pharmacological actions, side effects associated with increasing doses and, if possible,
early evidence on effectiveness. Phase 2 usually involves trials in a limited patient population, to determine the effectiveness of the
investigational drug for a particular indication or indications, dosage tolerance and optimum dosage, and identify common adverse effects
and safety risks. In the case of product candidates for severe or life-threatening diseases such as pneumonia, the initial human testing
is often conducted in patients rather than in healthy volunteers.

 If
an investigational drug demonstrates evidence of effectiveness and an acceptable safety profile in Phase 2 evaluations, Phase 3 clinical
trials are undertaken to obtain additional information about clinical efficacy and safety in a larger number of patients, typically at
geographically dispersed clinical trial sites, to permit the FDA to evaluate the overall benefit-risk relationship of the investigational
drug and to provide adequate information for its labeling.

 After
completion of the required clinical testing, an NDA, is prepared and submitted to the FDA. FDA approval of the marketing application
is required before marketing of the product may begin in the United States. The marketing application must include the results of all
preclinical, clinical and other testing and a compilation of data relating to the product's pharmacology, chemistry, manufacture,
and controls.

 The
FDA has 60 days from its receipt of an NDA to determine whether the application will be accepted for filing based on the agency's
threshold determination that it is sufficiently complete to permit substantive review. Once the submission is accepted for filing, the
FDA begins an in-depth review. The FDA has agreed to certain performance goals in the review of marketing applications. Most such applications
for non-priority drug products are reviewed within ten months. The review process may be extended by the FDA for three additional months
to consider new information submitted during the review or clarification regarding information already provided in the submission. The
FDA may also refer applications for novel drug products or drug products that present difficult questions of safety or efficacy to an
advisory committee, typically a panel that includes clinicians and other experts, for review, evaluation and a recommendation as to whether
the application should be approved. The FDA is not bound by the recommendation of an advisory committee, but it generally follows such
recommendations. Before approving a marketing application, the FDA will typically inspect one or more clinical sites to assure compliance
with GCP.

 Additionally,
the FDA will inspect the facility or the facilities at which the drug product is manufactured. The FDA will not approve the NDA unless
compliance with cGMP is satisfactory and the marketing application contains data that provide substantial evidence that the product is
safe and effective in the indication studied. Manufacturers of biologics also must comply with FDA's general biological product
standards.

 After
the FDA evaluates the NDA and the manufacturing facilities, it issues an approval letter or a complete response letter. A complete response
letter outlines the deficiencies in the submission and may require substantial additional testing or information in order for the FDA
to reconsider the application. If and when those deficiencies have been addressed in a resubmission of the marketing application, the
FDA will re-initiate review. If the FDA is satisfied that the deficiencies have been addressed, the agency will issue an approval letter.
The FDA has committed to reviewing such resubmissions in two or six months depending on the type of information included. It is not unusual
for the FDA to issue a complete response letter because it believes that the drug product is not safe enough or effective enough or because
it does not believe that the data submitted are reliable or conclusive.

 An
approval letter authorizes commercial marketing of the drug product with specific prescribing information for specific indications. As
a condition of approval of the marketing application, the FDA may require substantial post-approval testing and surveillance to monitor
the drug product's safety or efficacy and may impose other conditions, including labeling restrictions, which can materially affect
the product's potential market and profitability. Once granted, product approvals may be withdrawn if compliance with regulatory
standards is not maintained or problems are identified following initial marketing.

 Once
an NDA is approved, a product will be subject to certain post-approval requirements. For instance, the FDA closely regulates the post-approval
marketing and promotion of therapeutic products, including standards and regulations for direct-to-consumer advertising, off-label promotion,
industry-sponsored scientific and educational activities and promotional activities involving the internet.

 BXT-25

 Currently,
Bioxytran's lead pharmaceutical drug candidate, code-name BXT-25, is an oxygen-carrying small molecule consisting of bovine hemoglobin
stabilized with a co-polymer. This modified hemoglobin will be designed to be an injectable intravenous drug, and we plan to begin pre-clinical
studies and apply to the Food and Drug Administration for approval to use BXT-25 to prevent necrosis, or cell death, by carrying oxygen
to human tissue when blood flow to the brain.

 The
only FDA approved treatment for ischemic strokes is tissue plasminogen activator tPA, also known as IV rtPA, given through an IV in the
arm. tPA works by dissolving the clot and improving blood flow to the part of the brain being deprived of blood flow. If administered
within 3 hours and up to 4.5 hours in certain eligible patients, tPA may improve the chances of recovering from a stroke. Another treatment
option is an endovascular procedure called mechanical thrombectomy in which a blood clot is removed by threading a wired-caged device
called a stent retriever through an artery in the groin up to the blocked artery in the brain. The stent opens and grabs the clot, enabling
the removal of the stent with the trapped clot.

 Hypoxia
is a condition in which cells lack sufficient oxygen supply to support metabolic function. The BXT-25 co-polymer hemoglobin molecule
will be designed to contain an oxygen rechargeable iron which picks up oxygen in the lungs, is expected to be 5,000 times smaller than
an RBC, and we believe can reach hypoxic tissue more effectively than RBCs. Products similar to BXT-25 are stable at room temperature
and have no blood type matching requirement. We plan to introduce BXT-25 in clinical trials for hypoxic medical conditions as stroke.

 For
the production of BXT-25, we intend to utilize third party manufacturing facilities that we believe are fully compliant with Good Manufacturing
Practices (GMP) only, as required by the regulatory authorities in Europe or the United States, in order to produce a sufficient quantity
of BXT-25 for animal toxicity and pre-clinical trials for animals. We have not conducted any clinical trials on animals or humans to
confirm the efficacy of, or filed any applications with the FDA with respect to, BXT-25. The Company has developed a proof-of-concept
production line and successfully manufactured the initial batch for use in pre-clinical trials in the first quarter of 2023, provided
we obtain adequate funding.

 This
product is being developed and as an early intervention in an out-of-hospital setting for the treatment of patients with ischemia of
the brain resulting from a stroke or the blockage of the blood vessels to the brain. We plan to initially conduct pre-clinical trials
and to seek approval of BXT-25 for the treatment of adults at early stages of stroke.

 ProLectin-Rx

 There
is an unmet medical need in to find a therapeutic that reduces the mortality of Covid-19. There are no FDA approved treatments for Covid-19,
only repurposed therapeutics. If given early enough in the disease, we believe that ProLectin-Rx can block viral entry and act as an
antiviral by eliminating the virus from the blood stream after a couple of treatments. At a later stage in the disease pathology, ProLectin-Rx
could potentially restore adaptive immune function to help eradicate the virus from the body. In severe Covid-19 patients, the drug could
potentially reduce the trafficking of macrophages responsible for the cytokine storm and restore immune homeostasis.

 The
cytokine storm is a severe immune reaction in which the body overproduces too many pro-inflammatory cytokines into the blood leading
to a surge of more immune cells to the site of infection. This translates into an inflammatory cycle that is not easily brought back
to homeostasis. Cytokines play an important role in normal immune responses, but having a large amount of them released in the body all
at once can be harmful. A cytokine storm can occur as a result of an infection, autoimmune condition, or other disease. It may also occur
after treatment with some types of immunotherapies. Signs and symptoms include high fever, inflammation (redness and swelling), and severe
fatigue and nausea. Sometimes, a cytokine storm may be severe or life threatening and lead to acute respiratory distress syndrome (ARDS),
and multiple organ failure.

 For
the production of ProLectin-Rx, we intend to utilize third party manufacturing facilities that are fully compliant with Good Manufacturing
Practices (GMP) only, as required by the regulatory authorities in Europe or the United States, in order to produce a sufficient quantity
of ProLectin-Rx for our upcoming human trials with the CDSCO in India and the FDA in USA. Prior to this, we have conducted clinical trials
on animals and humans to confirm the non-toxicity and efficacy.

 The
oral product is being developed as a treatment for mild to moderate Covid-19 patients, while the intravenous drugs are developed for
in moderate (Hospitalized patients) Covid-19 infections (ProLectin-I), Long Covid, and of treatment of lung-fibrosis (ProLectin-F).

 European
Directorate for the Quality of Medicines Certification (EDQM)

 Certification
from the European Directorate for the Quality of Medicines (EDQM) is required for all new and approved human and veterinary medicinal
products that are manufactured from materials taken from cattle and marketed in the European Union. As part of the certification process,
we will be required to provide technical information on the manufacturing process, the origin of the raw material and type of tissue
used, the cattle traceability, beginning at their country of birth, and auditing, and a risk analysis from an independent expert.

 We
intend to establish and implement clinical development programs that add value to our business in the shortest period of time possible
and to seek strategic partners when a program becomes advanced and requires additional resources. We intend to continue focusing our
expertise and resources to develop novel formulations, and to leverage development partnerships to apply our complex co-polymer chemistry
designs in other medical indications. We may seek to enter into licensing, co-marketing, or co-development agreements across different
geographic regions, in order to avail ourselves of the marketing expertise of one or more seasoned marketing and/or pharmaceutical companies.
We plan to further develop new and proprietary drug candidates by using novel development pathways specific to each drug candidate.

 A
core part of our strategy relies upon creating safe and efficacious drug formulations that can be administered as standalone therapies
or in combination with existing medications. We believe we utilize a novel approach that is expected to create drug formulations that
can be combined with existing therapies and potentially deliver valuable products in areas of high unmet medical needs. We will assemble
a scientific advisory board consisting of scientists with both academic and corporate research and development experience that will provide
leadership and counsel in the scientific, technological and regulatory aspects of our current and future projects. In addition, we will
assemble a medical advisory board consisting of leading physicians and key opinion leaders who have participated in relevant clinical
studies and who will guide us through ongoing clinical trial programs. Our scientific and medical advisory boards consist of some of
leading scientists, medical doctors and professionals in the co-polymer and ischemic brain injury field.

 We
believe that our drug development leadership team provides us with a significant competitive advantage in designing highly efficient
clinical programs to deliver valuable products in areas of high unmet medical needs.

 Project
Costs ProLectin-Rx

is a single purpose entity aiming to develop pharmaceutical cures for Covid-19 (collectively referred to as "ProLectin-Rx")
and bring the drugs through FDA acceptance, and thereafter, license out the product(s). The total cost of the project is estimated to
cost $40 million of which approximately $4 million has been raised so far.

 As
of December 31, 2022, Good Manufacturing Practice (GMP), pre-clinical and two clinical Phase I/II study have been completed for the initial
drug, ProLectin-M, which is an oral formulation against mild to moderate symptoms of the disease and GMP has been completed for ProLectin-I,
and -F.

 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". Subsequently, FDA approved an IND on August 24, for human trials in USA.
The trials are expected to start the first quarter in 2024, provided we obtain adequate funding.

 On
January 27, 2023, an additional IND with the CDSCO was issued for an IV treatment of SARS-CoV-2 in moderate (Hospitalized patients) Covid-19
infections (ProLectin-I), Long Covid, and of treatment of lung-fibrosis as a result of use of ventilator in treatment of Covid-19 (ProLectin-F),
respectively.

 In
addition to the approximately $3.6 million currently invested in the project, we believe we will be required to spend an additional $0.2
million for submission of Investigational New Drug application (IND), approximately $2.5 million in Phase I/II (dosage and pharmacokinetics)
and Phase III clinical trials and approximately $1 million for General and Administrative and general working capital purposes. Further,
we will be required to spend an additional $2.6 million in order to submit an IND with the FDA for ProLectin-M, -I and, as well as a
proof of concept for ProLectin-F.

 An
additional spending in the range of $8 to 10 million will be required in order to complete the Phase IIb/III testing with the FDA and
EMA of the ProLectin-I and -F.

 ProLectin-A

 In
order to develop ProLectin-A, the Company will need an additional $10 million, approximately $3.15 million of proceeds will be used for
preparation for scale up and manufacturing (Good Laboratory Practice (GLP) Good Manufacturing Practices (GMP)), approximately $1.5 million
will be used for toxicity testing in animals for Investigational New Drug application (IND), approximately $3.5 million for Phase I (safety)
and Phase II (proof of concept) clinical trials. We expect that obtaining a CE from the European Directorate for the Quality of Medicines
will require an additional $0.5 million in funds. G&A is expected to be $1.35 million.

 BXT-25

 In
order to start the development BXT-25, the Company will need an additional $10 million. Approximately $3.15 million of proceeds will
be required for preparation for scale up and manufacturing (Good Laboratory Practice (GLP) Good Manufacturing Practices (GMP)), approximately
$1.5 million will be required for toxicity testing in animals for Investigational New Drug application (IND) and approximately $3.5 million
for Phase I (safety) and Phase II (proof of concept) clinical trials. We expect that obtaining a CE from the European Directorate for
the Quality of Medicines will require an additional $0.5 million in funds. G&A is expected to be $1.35 million.

 In
aggregate, we believe we will require an additional $30-35 million in order to complete the II/a trials with the FDA for ProLectin-A
and BXT-25 and the Phase II/b/III trials for ProLectin-I and -F. There are no guarantees the Company will be able to obtain additional
capital funder, whether through debt and/or equity financing, or will be able to raise funds on terms acceptable to the Company.

 Market
Opportunity

 Stroke

 Our
injectable drug candidate, BXT-25, will potentially compete with existing therapies for the treatment for stroke, hypoxia and anti-necrosis
that according to Global Industry Analysts, Inc. has a global market opportunity of $50 billion. Hypoxia is a condition in which cells
lack sufficient oxygen supply to support metabolic function. The standard therapy for acute anemia resulting from blood loss is infusion
of red blood cells mainly from supplies of donated blood. For prophylactic or long-term treatment of anticipated or chronic anemia, medications
that stimulate the creation of new red blood cells are frequently used.

 Presently,
the standard therapy for reversing hypoxia is blood infusion, RBCs or hyperbaric oxygen. Hyperbaric medicine or hyperbaric oxygen therapy
(HBOT) is a medical term for using oxygen at a level higher than atmospheric pressure. The HBOT treatment can only be done at a medical
facility and each session can cost from $1,000 to more than $3,000. For decades, oxygen carriers have been developed for perfusion and
oxygenation of ischemic tissue; none have yet succeeded in becoming a proven oxygen therapeutics for stroke and wound healing. These
products were either blood-derived elements, synthetic perfluorocarbons, or red blood cell modifiers.

 Covid-19

 There
is an unmet medical need to find a therapeutic that reduces the mortality of Covid-19. There are no FDA approved treatments for Covid-19;
only repurposed therapeutics. If given early enough in the disease we believe that ProLectin-Rx will block viral entry and act as an
antiviral by eliminating the virus from the blood stream after a couple of treatments. At a later stage in the disease pathology, ProLectin-Rx
could restore adaptive immune function to help eradicate the virus from the body. In severe Covid-19 patients the drug could reduce the
trafficking of macrophages responsible for the cytokine storm and restore immune homeostasis.

 Key
Strengths

 We
believe that our key differentiating elements include:

 Focus
 on novel therapeutic opportunities provided by co-polymer: We are focused on development
 of co-polymer compounds to stabilize the modified hemoglobin molecule. The Co-polymer method
 of chemical stabilization has not received as much scientific attention as nucleic acids
 and proteins, but the Company believes that it is a viable alternative to these other materials.

 Notable advantages compared with other drugs are:

 -

 No refrigeration or special storage

 -

 Low manufacturing cost

 -

 Non, or low toxicity

 -

 No major adverse effects

 -

 Can enhance other drugs by reducing toxicity and increasing precision

 -

 High scalability, ample availability of material and quick set-up

 -

 High effectiveness

 -

 Almost instant results, from minutes to a few days depending on indication

 -

 First in line treatment

 Experienced
 management

 Our
 President, Chief Executive Officer and Chairman, David Platt, Ph. D., is a chemical engineer, a pioneer in designing drugs made from
 co-polymers, and has more than 30 years of experience in the development of therapeutic drugs. We are the fourth biotechnology company
 founded by Dr. Platt. The prior company is Boston Therapeutics Inc. (OTC: BTHE). The first two are International Gene Group, which
 later became Prospect Therapeutics, and is now known as La Jolla Pharmaceuticals (Nasdaq: LJPC), and Pro-Pharmaceuticals (now Galectin
 Therapeutics) (Nasdaq: GALT). Their core technologies were either developed or co-developed by Dr. Platt.

 Our
 CFO Ola Soderquist has more than 30 years of senior international entrepreneurial management experience within technology companies.
 Ola's managerial experience portfolio includes Start-ups, Private, Public, Venture Capital and Private Equity ownership. He
 has served in CFO and other managerial capacities in multiple industry sectors and companies. Ola is a multi-lingual senior finance
 professional poised to work globally and cross-functionally, particularly with complex projects involving change management, business
 integration, systems implementation, continuous improvement, and process excellence. He obtained a BS and an MS in Accounting from
 Stockholm School of Economics and an MBA from Babson College.

 Our
 CCO Mike Sheikh, is a US Air Force Academy graduate and pilot. He has a Bachelor of Science in Economics and flew KC-135 tankers
 and worked as a budget Officer in the comptroller's squadron. He worked for Dean Witter and National Securities as a broker
 and eventually research analyst. After the brokerage industry, he was a business development officer for a variety of specialty finance
 companies that did factoring and purchase order financing. He is a long-time Biotech Consultant expert for public or private biotech
 companies with disruptive technologies. Mr. Sheikh is the founder of Falcon Strategic Research, which focuses on small-cap and micro-cap
 companies that are not covered by traditional analysts on Wall Street. He is also the founder of an Investor Relations Firm.

 We
 have assembled a scientific and medical advisory board consisting of leading physicians and key opinion leaders who have participated
 in relevant clinical studies and who will guide us through ongoing clinical trial programs. Our scientific and medical advisory boards
 consist of some of the leading scientists, medical doctors and professionals in the ischemia or hypoxia fields.

 Products
 are differentiated and address significant unmet needs: Our lead product candidates, BXT-25, ProLectin-Rx, and any additional
 products, will be designed to address significant unmet medical needs. Oxygen therapy management, including stroke, other hypoxia
 management and treatment of diseases and medical conditions associate with hypoxia, remain a critical area of unmet need. Increasingly,
 patients, physicians and the media are highlighting the deficiencies of current oxygen therapy related therapies and the growing
 population of individuals adversely affected by ischemia, unhealed wounds, or traumatic brain injury.

 Efficient
 development strategy: We believe that our regulatory development pathway is a standard generic pathway approval for a drug.

 Corporate
Information

 We
are a clinical stage pharmaceutical company founded on June 9, 2008, as America's Driving Ranges, Inc. On September 21, 2018, the
Company was reorganized into Bioxytran through a reverse merger to focus on the development, manufacturing and commercialization of therapeutic
drugs designed to address hypoxia in humans, which is a lack of oxygen in tissues.

 Our
principal executive offices are located at 75 2 nd Ave., Suite 605, Needham, MA 02494.

 Smaller
Reporting Company Status

 The
Company meets the smaller reporting company requirements. The Company will report its results in this Annual Report on Form 10-K in accordance
with the smaller reporting company requirements and in its reports filed with the SEC.

 Item
1A. Risks Factors.

 The
Company is a smaller reporting company and is not required to provide this information.

 Item
1B. Unresolved Staff Comments.

 The
Company presently does not have unresolved staff comments.

 Item
1C. Cybersecurity Risk Management, Strategy, and Governance.

 Risk
management and strategy

 Bioxytran
recognizes the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information
systems and protect the confidentiality, integrity, and availability of our data.

 Managing
Material Risks & Integrated Overall Risk Management

 Bioxytran
has strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture
of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making
processes at every level. Our risk management team works to continuously evaluate and address cybersecurity risks in alignment with our
business objectives and operational needs.

 Engage
Third-parties on Risk Management

 Recognizing
the complexity and evolving nature of cybersecurity threats, Bioxytran engages external experts, including cybersecurity assessors and
auditors in evaluating and testing our risk management systems. These partnerships enable us to leverage specialized knowledge and insights,
ensuring our cybersecurity strategies and processes remain at the forefront of industry best practices. Our collaboration with these
third-parties includes regular audits, threat assessments, and consultation on security enhancements.

 Oversee
Third-party Risk

 Because
we are aware of the risks associated with third-party service providers, Bioxytran implements stringent processes to oversee and manage
these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring
to ensure compliance with our cybersecurity standards. The monitoring includes quarterly assessments by our Chief Financial Officer ("CFO").
This approach is designed to mitigate risks related to data breaches or other security incidents originating from third-parties.

 Risks
from Cybersecurity Threats

 We
have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.

 Governance

 The
Board of Directors is acutely aware of the critical nature of managing risks associated with cybersecurity threats. The Board has established
robust oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats because we recognize
the significance of these threats to our operational integrity and stakeholder confidence,

 Board
of Directors Oversight

 The
Audit Committee is central to the Board's oversight of cybersecurity risks and bears the primary responsibility for this domain.
The Audit Committee is composed of board members with diverse expertise including, risk management, technology, and finance, equipping
them to oversee cybersecurity risks effectively.

 Management's
Role Managing Risk

 The
CFO play a pivotal role in informing the Audit Committee on cybersecurity risks. He provides comprehensive briefings to the Audit Committee
on a regular basis, with a minimum frequency of once per year. These briefings encompass a broad range of topics, including:

 Current
 cybersecurity landscape and emerging threats;

 Status
 of ongoing cybersecurity initiatives and strategies;

 Incident
 reports and learnings from any cybersecurity events; and

 Compliance
 with regulatory requirements and industry standards.

 In
addition to our scheduled meetings, the Audit Committee and CFO maintain an ongoing dialogue regarding emerging or potential cybersecurity
risks. Together, they receive updates on any significant developments in the cybersecurity domain, ensuring the Board's oversight
is proactive and responsive. The Audit Committee actively participates in strategic decisions related to cybersecurity, offering guidance
and approval for major initiatives. This involvement ensures that cybersecurity considerations are integrated into the broader strategic
objectives of Bioxytran. The Audit Committee conducts an annual review of the company's cybersecurity posture and the effectiveness
of its risk management strategies. This review helps in identifying areas for improvement and ensuring the alignment of cybersecurity
efforts with the overall risk management framework.

 Risk
Management Personnel

 Primary
responsibility for assessing, monitoring and managing our cybersecurity risks rests with the CFO, Mr. Ola Soderquist. Although, not ideal
Mr. Soderquist brings a certain expertise to his role through his earlier career while working within companies providing cybersecurity.
His in-depth knowledge is instrumental in developing and executing our cybersecurity strategies. Our CFO oversees our governance programs,
tests our compliance with standards, remediates known risks, and leads our employee training program.

 Monitor
Cybersecurity Incidents

 The
CFO is continually informed about the latest developments in cybersecurity, including potential threats and innovative risk management
techniques. This ongoing knowledge acquisition is crucial for the effective prevention, detection, mitigation, and remediation of cybersecurity
incidents. The CFO implements and oversees processes for the regular monitoring of our information systems. This includes the deployment
of advanced security measures and regular system audits to identify potential vulnerabilities. In the event of a cybersecurity incident,
the CFO is equipped with a well-defined incident response plan. This plan includes immediate actions to mitigate the impact and long-term
strategies for remediation and prevention of future incidents.

 Reporting
to Board of Directors

 The
CFO, in his capacity, regularly informs the Chief Executive Officer (CEO) of all aspects related to cybersecurity risks and incidents.
This ensures that the highest levels of management are kept abreast of the cybersecurity posture and potential risks facing Bioxytran.
Furthermore, significant cybersecurity matters, and strategic risk management decisions are escalated to the Board of Directors, ensuring
that they have comprehensive oversight and can provide guidance on critical cybersecurity issues.

 Item
2. Properties.

 We
do not currently own any real property. We lease access to shared office space at 75 2 nd Ave., Suite 605, Needham, MA 02494
on a month-to-month basis for $163 per month. We are also leasing a shared office space in Bangalore, India on a month-to-month basis
for $72 per month, and storage unit in Tel-Aviv, Israel on a month-to-month basis for $620 per month. We believe these facilities are
adequate for our current needs.

 Item
3. Legal Proceedings.

 At
present, there is no other pending litigation or proceeding involving any of our Directors, Officers or employees as to which indemnification
is sought, nor are we aware of any threatened litigation or proceeding that may result in claims for indemnification.

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

 Item
4. Mine Safety Disclosures.

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Our
Common Stock is quoted under the symbol "BIXT" on the OTCQB tier expert market operated by OTC Markets Group, Inc. Only a
limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it
will be sustained. Therefore, a shareholder may be unable to resell his securities in our company.

 The
following tables set forth the range of high and low bid prices for our Common Stock for the each of the periods indicated as reported
by the OTC Markets. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily
represent actual transactions.

 Quarter
 Ended

 High

 Low

 December 31, 2023

 $
 0.19

 $
 0.10

 September 30, 2023

 0.32

 0.12

 June 30, 2023

 0.51

 0.16

 March 31, 2023

 0.53

 0.43

 Quarter
 Ended

 High

 Low

 December 31, 2022

 0.60

 0.36

 September 30, 2022

 1.25

 0.28

 June 30, 2022

 0.50

 0.15

 March 31, 2022

 $
 0.67

 $
 0.10

 On
March 22, 2024, the last reported sale price of our Common Stock as reported on the OTCQB Information tier was $0.115 per share.

 Our
Common Shares are issued in registered form. The registrar and transfer agent for our shares is:

 Action
Stock Transfer, LLC

 2469
E. Fort Union Blvd, Suite 214

 Salt
Lake City, UT 84121

 Phone:
801-274-1088

 Fax:
801-274-1099

 Penny
Stock

 The
SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or
quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided
by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized
risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of
the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary
actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such
other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

 The
broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which
such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
(d) a monthly account statement showing the market value of each penny stock held in the customer's account.

 In
addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's
written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks,
and a signed and dated copy of a written suitability statement.

 These
disclosure requirements may have the effect of reducing the trading activity for our Common Stock. Therefore, stockholders may have difficulty
selling our securities.

 Holders
of Common Stock

 As
at the date of this Annual Report on Form 10-K, we have approximately 440 holders of record at our transfer agent (TA), Securities Transfer
Corporation, and 1,640 holders in street names, based on the Depository Trust Company (DTC) shareholder reports obtained through Broadridge,
totaling an estimated 2,080 holders of Common Stock.

 Dividends

 There
have been no cash dividends declared on our Common Stock since our company was formed. Dividends are declared at the sole discretion
of our Board of Directors. Our intention is not to declare cash dividends, but to retain all cash for our operations.

 Equity
Compensation Plan Information

Authorized for Issuance under Equity Compensation Plans

 On
January 19, 2021, the Company established a 2021 Employee, Director and Consultant Stock Plan (the "2021 Plan"). The 2021
Plan was approved by the Company's Board of Directors and by the consent of the shareholders owning a majority of the outstanding
shares. The material features of the 2021 Plan are described below.

 Administration

 A
designated Administrator, or in the absence of such, our Board of Directors' Compensation Committee or both, in the sole discretion
of our Board, administers the 2021 Plan, which was approved by the Company's Board of Directors on January 19, 2021. The Board,
subject to the provisions of the 2021 Plan, has the authority to determine and designate Officers, employees, Directors and consultants
to whom awards shall be made and the terms, conditions and restrictions applicable to each award (including, but not limited to, the
option price, any restriction or limitation, any vesting schedule or acceleration thereof, and any forfeiture restrictions). The Board
may, in its sole discretion, accelerate the vesting of awards. The Board of Directors must approve all grants of Options and Stock Awards
issued to our Officers or Directors.

 Types
of Awards

 The
2021 Plan is designed to enable us to offer certain Officers, employees, Directors and consultants of us and our subsidiaries equity
interests in us and other incentive awards in order to attract, retain and reward such individuals and to strengthen the mutuality of
interests between such individuals and our stockholders. In furtherance of this purpose, the 2021 Plan contains provisions for granting
incentive and non-statutory stock options, stock wards and stock appreciation rights.

 Stock
Options. A "stock option" is a contractual right to purchase a number of shares of Common Stock at a price determined
on the date the option is granted. The option price per share of Common Stock purchasable upon exercise of a stock option and the time
or times at which such options shall be exercisable shall be determined by the Board at the time of grant. Such option price shall not
be less than 110% of the fair market value of the Common Stock on the date of grant. The option price must be paid in cash, money order,
check or Common Stock of the Company. The Options may also contain at the time of grant, at the discretion of the Board, certain other
cashless exercise provisions.

shall be exercisable at the times and subject to the conditions determined by the Board at the date of grant, but no option may be exercisable
more than ten years after the date it is granted. If the Optionee ceases to be an employee of our company for any reason other than death,
any option granted as an Incentive Stock Option exercisable on the date of the termination of employment may be exercised for a period
of thirty days or until the expiration of the stated term of the option, whichever period is shorter. In the event of the Optionee's
death, any granted Incentive Stock Option exercisable at the date of death may be exercised by the legal heirs of the Optionee from the
date of death until the expiration of the stated term of the option or six months from the date of death, whichever event first occurs.
In the event of disability of the Optionee, any granted Incentive Stock Options shall expire on the stated date that the Option would
otherwise have expired or 12 months from the date of disability, whichever event first occurs. The termination and other provisions of
a non-statutory stock option shall be fixed by the Board of Directors at the date of grant of each respective option.

Stock Award. "Common Stock Award" is shares of Common Stock that will be issued to a recipient at the end of a restriction
period, if any, specified by the Board if he or she continues to be an employee, Director or consultant of us. If the recipient remains
an employee, Director or consultant at the end of the restriction period, the applicable restrictions will lapse and we will issue a
stock certificate representing such shares of Common Stock to the participant. If the recipient ceases to be an employee, Director or
consultant of us for any reason (including death, disability or retirement) before the end of the restriction period unless otherwise
determined by the Board, the restricted stock award will be terminated.

 Eligibility

 The
Company's Officers, employees, Directors and consultants of Bioxytran, Inc. are eligible to be granted stock options, and Common
Stock Awards. Eligibility shall be determined by the Board; however, all Options and Stock Awards granted to Officers and Directors must
be approved by the Board.

 Termination
or Amendment of the 2021 Plan

 The
Board may at any time amend, discontinue, or terminate all or any part of the 2021 Plan, provided, however, that unless otherwise required
by law, the rights of a participant may not be impaired without his or her consent, and provided that we will seek the approval of our
stockholders for any amendment if such approval is necessary to comply with any applicable federal or state securities laws or rules
or regulations.

 Awards

 In
2023, there was in total 997,978 shares awarded and issued from the 2021 Stock Plans. In 2022, there was in total 634,000 shares awarded
and issued from the 2021 Stock Plan. See Note 9 in the financial statements for more details.

Subject to the 2021 Plan

 Subject
to adjustment, the aggregate number of shares of Stock which may be delivered under the 2021 Plan shall not exceed a number equal to
15% of the total number of shares of Stock outstanding immediately following the Effective Time, assuming for this purpose the conversion
into Stock of all outstanding securities that are convertible by their terms (directly or indirectly) into Stock; provided, however,
that, as of January 1 of each calendar year, commencing with the year 2021, the maximum number of shares of Stock which may be delivered
under the 2021 Plan shall automatically increase by a number sufficient to cause the number of shares of Stock covered by the 2021 Plan
to equal 15% of the total number of shares of Stock then outstanding, assuming for this purpose the conversion into Stock of all outstanding
securities that are convertible by their terms (directly or indirectly) into Stock.

 On
December 31, 2023 there are an additional 17,920,314 shares or stock options available to be issued from the 2021 Plan. On December 31,
2022 there were 18,729,292 shares or stock options available to be issued from the 2021 Plan.

 Federal
Tax Consequences

 The
Federal income tax discussion set forth below is intended for general information only. State and local income tax consequences are not
discussed, and may vary from locality to locality.

 Incentive
Stock Options. Incentive stock options granted under the 2021 Plan are designed to qualify for the special tax treatment for incentive
stock options provided for in the Internal Revenue Code (the "Code"). Under the provisions of the Code, an optionee who at
all times from the date of grant until three months before the date of exercise is an employee of the Company, and who holds the shares
of Common Stock obtained upon exercise of his incentive stock option for two years after the date of grant and one year after exercise,
will recognize no taxable income on either the grant or exercise of such option and will recognize capital gain or loss on the sale of
the shares. If such shares are held by the optionee for the required holding period, the Company will not be entitled to any tax deduction
with respect to the grant or exercise of the option. If such shares are sold by the optionee prior to the expiration of the holding periods
described above, the optionee will recognize ordinary income upon such disposition. Upon the exercise of an incentive stock option, the
optionee will incur an item of tax preference equal to the excess of the fair market value of the shares at the time of exercise over
the exercise price, which may subject the optionee to the alternative minimum tax.

 Non-Qualified
Options. Under present Treasury regulations, an optionee who is granted a non-qualified option will not realize taxable income at
the time the option is granted. In general, an optionee will be subject to tax for the year of exercise on an amount of ordinary income
equal to the excess of the fair market value of the shares on the date of exercise over the option price, and the Company will receive
a corresponding deduction. Income tax withholding requirements apply upon exercise. The optionee's basis in the shares so acquired
will be equal to the option price plus the amount of ordinary income upon which he is taxed. Upon subsequent disposition of the shares,
the optionee will realize capital gain or loss, long-term or short-term, depending upon the length of time the shares are held after
the option is exercised.

Stock Awards. Recipients of shares of restricted Common Stock that are not "transferable" and are subject to "substantial
risk of forfeiture" at the time of grant will not be subject to Federal income taxes until lapse or release of the restrictions
on the shares. The recipient's income and the Company's deduction will be equal to the fair market value of the shares on
the date of lapse or release of such restrictions. It has been the Company's policy to value the cost of the issuance of said unregistered
shares at the then bid price of the stock when issued.

 The
issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any
or all of our authorized but unissued shares without stockholder approval.

 Recent
Sales of Unregistered Securities; Use of Proceeds from Registered Securities

 On
 August 15, 2022, the Company issued 1,400,000 shares of Common Stock in a private placement for an amount of $600,000.

 On
 November 28, 2022, the Company issued 156,250 shares of Common Stock in a private placement for an amount of $50,000.

 On
 December 29, 2022, the Company issued 93,750 shares of Common Stock in a private placement for an amount of $30,000.

 On
 February 10, 2023, the Company issued 156,250 shares of Common Stock in a private placement for an amount of $50,000.

 On
 April 14, 2023, the Company issued 137,656 shares of Common Stock in exchange for invoices in the amount of $44,050.

 On
 May 12, 2023, the Company issued 114,286 shares of Common Stock in a private placement for the amount of $40,000.

 On
 July 24, 2023, the Company issued 500,000 shares of Common Stock in a private placement for the amount of $100,000.

 On
 August 21, 2023, the Company issued 1,600,000 shares of Common Stock in exchange for invoices in the amount of $145,000.

 On
 August 25, 2023, the Company issued 505,186 shares of Common Stock in a private placement for the amount of $68,200.

 On
 September 19, 2023, the Company issued 200,000 shares of Common Stock in a private placement for the amount of $27,000.

 On
 September 19, 2023, the Company issued 370,370 shares of Common Stock in a private placement for the amount of $50,000.

 On
 January 17, 2024, the Company issued 333,333 shares of Common Stock in a private placement for the amount of $45,000.

 On
 January 18, 2024, the Company issued 3,703,704 shares of Common Stock in exchange for invoices in the amount of $500,000.

 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.

 All
funds received though these equity transactions will be used in the development of the ProLectin-M, and for operating expenses.

 Purchase
of Equity Securities by the Issuer and Affiliated Purchasers

 On
 April 14, 2023, the Company issued 6,763,562 shares of Common Stock to offset an affiliate against invoices paid on behalf of the
 Company and accrued salaries to our Officers, for a total value of $2,164,340.

 On
 September 14, 2023, the Company issued 5,824,741 shares of Common Stock to offset an affiliate against invoices paid on behalf of
 the Company and accrued salaries to our Officers, for a total value of $786,340.

 On
 January 18, 2024, the Company issued 3,599,289 shares of Common Stock to offset an affiliate against invoices paid on behalf of the
 Company and accrued salaries to our Officers, for a total value of value of $485,904.

 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.

 We
did not purchase any of our shares of Common Stock or other securities during our fiscal year ended December 31, 2022.

 Note
Financing

 A
summary of the outstanding convertible notes at March 22, 2024, are as follows:

 Debtor

 Date
 of Issuance

 Principal

 Rate

 Accrued

 Total

 Maturity
 Date

 Private Placement, 2021 Note

 5/3/2021

 800,000

 %

 84,006

 884,006

 4/30/2024

 Private Placement, 2024
 Note

 3/15/2024

 61,500

 %

 61,971

 3/31/2025

 Total Notes Due

 $
 861,500

 $
 84,477

 $
 945,977

 Note
Holders

 Around
April 29, 2021, we entered into four (4) Securities Purchase Agreements, or "the 2021 SPA's", under which we agreed
to sell convertible promissory notes, "the Notes", in an aggregate principal amount of $2,165,000; $1,000,000 at 6% interest
and $1,165,000 at 10% interest to the debtors, as shown in the table above. A note of $65,000 was converted on May 17, 2023, and a note
of $100,000 was converted on June 28, 2023. An additional $100,000 was drawn from a $1,000,000 note was drawn on August 30, 2023. Further,
a note of $1,000,000 was converted on January 22, 2024, and on March 20, 2024, the Company issued 906,618 shares of Common Stock
against a principal of $100,000 from the remaining 2021 Note.

 At any time after the issue date of the Notes, the holders of the Notes,
("the Holders"), have the option to convert all or any part of the outstanding and unpaid principal amount and accrued and
unpaid interest of the Notes into shares of our Common Stock at the Conversion Price. The "Conversion Price" will be the lesser
of (i) $0.13 per share or (ii) if the market price at the date of conversion is below $0.13, the conversion price will be reduced with
120% of the price difference.

 On
March 15, 2024, we entered into a Securities Purchase Agreements, or "the 2024 SPA", under which we agreed to sell convertible
promissory notes, "the 2024 Note", in a principal amount of $61,500 at 8% interest with a maturity date of March 15, 2025.

 At
any time after the issue date of the Notes, the holders of the Notes, have the option to convert all or any part of the outstanding and
unpaid principal amount and accrued and unpaid interest of the Notes into shares of our Common Stock at a conversion price of $0.13 per
share.

 If
the 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 for the Notes. There can be no assurance that there will be any funds available to pay of the Notes, or if available,
on terms that will be acceptable to us or our Shareholders. If we fail to obtain such additional financing on a timely basis, the Holders
may convert the 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.

 As
at March 22, 2023, the principal amount of debt to the Holders of the Notes are $961,500 and the interest mounts to $84,477. The interest
mounts to $233/day.

 Recent
Conversions of Notes and Warrants

 On
 August 31, 2022, 39 notes with a principal of $1,467,000 and $53,371in interest were converted into 6,081,484 shares of Common Stock.

 On
 September 8, 2022, the Company issued 4,139,503 shares of Common Stock against four outstanding warrants with provision for dilutive
 issuance and cashless exercise.

 On
 May 17, 2023, a note with a principal of $65,000 and $2,879 in interest was converted into 533,138 shares of Common Stock.

 On
 June 28, 2023, a note with a principal of $100,000 and $4,428 in interest was converted into 803,292 shares of Common Stock.

 On
 August 30, 2023, a note with a principal of $100,000 and $44,282 in interest was converted into 1,109,861 shares of Common Stock.

 On
 January 22, 2024, a note with a principal of $1,000,000 and $163,562 in interest was converted into 8,950,474 shares of Common Stock.

 On
 January 22, 2024, the Company issued 3,599,289 shares of Common Stock against an outstanding warrant with provisions for dilutive
 issuance and cashless exercise.

 On March 20, 2024, the Company issued 906,618 shares of Common Stock against
a principal of $100,000 from the remaining 2021 Note.

 The
shares were registered as subject to Rule 144 and the notes were included in an S/1 issued on June 24, 2021.

 Item
6. [Reserved]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 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. BXT-25 will be designed to be an injectable anti-necrosis drug specifically designed to treat a person
immediately after that person suffers an ischemic stroke. The drug is designed to be injected intravenously to travel to the lungs to
pick up oxygen molecules to carry to the brain. Like a red blood cell, the drug will cross the blood brain barrier, which is a protective
semi-permeable membrane allowing some material to cross but preventing others from crossing. BXT-25 will be designed to diffuse oxygen
into the brain tissues. We expect the BXT-25 molecule to be 5,000 times smaller than a red blood cell.

 On
December 2, 2022, India's Central Drugs Standard Control Organisation (CDSCO) issued an IND with permission to conduct: "A
Phase 1b/2a Randomized, Blinded, placebo-controlled Study in Participants with Mild to Moderate COVID-19 to Evaluate the Safety, Efficacy,
and Pharmacokinetics of Orally Administered ProLectin-M". The trial is planned to start on, or around, October 1, 2023.

 On
August 21, 2023, the Company's IND #153742 under the title "PROTECT: ProLectin-M, a nucleocapsid TErminal GaleCTin antagonist
for COVID-19 (PROTECT), a Randomized, Double-blinded Clinical Trial to Evaluate the Efficacy and Safety in Non-Hospitalized Adult Participants
with COVID-19" was approved by the FDA, the trial is expected to start in the first quarter of 2024, provided we obtain adequate
funding.

 On
January 27, 2023, an additional IND with the CDSCO was issued for ProLectin-I for an "IV treatment of SARS-CoV-2 in hospitalized
patients with moderate Covid-19 infections and for Long Covid", and for ProLectin-F for "treatment of lung-fibrosis as a
result of use of ventilator".

 On
April 19, 2023, the Company announced that its Acelluar Oxygen Carrier ("AOC") BXT-25 has been successfully tested in animals.
The initial results are very encouraging because they show the non-toxicity of the experimental drug, along with the corresponding full
recovery in Swiss Albino mice, in an experiment carried out in a joint venture with NDPD Pharma, Inc. As a next step, the Company intends
to proceed with a 14-day repeated dose toxicity study using New Zealand Rabbits and Wistar Rats as funding permits.

 The
accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company
has limited resources and operating history. The Company currently has convertible loans outstanding at a total face value of one million
nine hundred thousand Dollars ($1,900,000). As shown in the accompanying consolidated financial statements, the Company had an accumulated
deficit of thirteen million four hundred thirteen thousand nine hundred one dollars ($13,413,901) as at June 30, 2023. The accumulated
deficit as at December 31, 2022, was eleven million two hundred seventeen thousand six hundred Dollars ($11,217,600).

 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

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

 Research
and Development

31,

 2023

 2022

 Research and development:

 Process development

 $
 275,439

 $
 —

 Product development

 519,938

 123,580

 Regulatory

 139,082

 231,078

 Clinical trials

 206,750

 583,750

 Project
 management

 8,000

 39,360

 Total research and development

 $
 1,149,209

 $
 977,768

 the twelve months ended December 31, 2023, the Company recorded $1,149,209 in R&D expenses. During the twelve months ended December
 31, 2022, the Company recorded $977,768.

 General
and Administrative

 2023

 2022

 General and administrative
 expenses:

 Payroll and
 related expenses

 $
 1,519,112

 $
 343,167

 Costs for legal, accounting
 and other professional services

 145,831

 78,925

 Costs for legal, accounting
 and other professional services related party

 10,000

 44,220

 Marketing expense

 595,449

 339,251

 Miscellaneous
 expenses

 202,996

 172,399

 Total general and administrative

 $
 2,473,386

 $
 977,962

 The
 significant increase in Payroll and related expenses for the twelve months ended December 31, 2023, were due to the Company's
 Officers forfeiting of accrued salaries and benefits for a total value of $1,273,000 during 2022.

 The
 Costs for legal, accounting and other professional services for the twelve months ended December 31, 2023, increased due to
 a periodization of audit and tax preparation fees in 2022.

 The
 Costs for legal, accounting and other professional services related party for two License Agreements with two affiliated companies.
 In 2022, Bioxytran reimbursed the affiliates for incurred legal and administrative costs in establishing the licenses, and their
 maintenance.

 Sales
 and marketing expense for the twelve months ended December 31, 2023, were $595,449, as compared to $339,251for the twelve months
 ended December 31, 2022. The increase costs are due to increased stock promotional activities in 2023.

 Miscellaneous
 G&A expenses during the twelve months ended December 31, 2023, was $202,996 and $172,962, respectively. The increase is due
 software expenses incurred in 2023.

 Stock-based

 2023

 2022

 expense to BoD and Management

 $
 113,239

 $
 83,960

 expense to consultants

 83,390

 93,788

 Total compensation expense

 $
 197,552

 $
 178,382

 Stock-based
 compensation mounted to $197,552 for the twelve months ended December 31, 2023. The stock-based compensation for the twelve months
 ended December 31, 2022, was $178,382. The net difference between the two years is insignificant.

 Other
expenses

 2023

 2022

 Other (expenses):

 Interest expense

 $
 193,191

 $
 207,117

 Debt discount amortization

 —

 128,859

 Amortization of warrants

 190,335

 Forfeiture of warrants

 —

 (6,763
)

 Amortization of IP

 8,285

 3,644

 Total other income (expenses)

 $
 550,113

 $
 523,192

 the twelve months ended December 31, 2023, the Company recorded no amortization of debt discount while the interest expense
 was $193,191, $8,285 was amortized from the Company's IP at net of $348,637 in amortization of warrants. During the twelve
 months ended December 31, 2022, the Company recorded $128,859 in amortization of debt discount and the interest expense was $207,117,
 $3,644 was amortized from the Company's IP at net of $183,572 in amortization of warrants. The net difference between the two
 years is insignificant.

 Non-Controlling

 2023

 2022

 Net loss attributable
 to the non-controlling interest

 $
 90,258

 $
 193,732

 For
 the twelve months ended December 31, 2023 and 2022, there was a non-controlling interest attribution of $90,258 and $193,732 respectively.
 The significant difference is due to a significant reduction in the R&D activities awaiting upcoming clinical trials.

 #
 of shares

 #
 of shares

 #
 of options

 31,
 2023

 Minority owners
 cash investment

 14,410,000

 %

 $
 160,814

 Bioxytran non-dilutive
 equity

 15,000,000

 %

 1,500

 Issued
 stock options @ $0.33

 1,358,466

 Total
 outstanding

 29,410,000

 %

 1,358,466

 $
 162,450

 As
 at December 31, 2023, there are 29,410,000 issued and outstanding shares; 15,000,000 Common
 shares (51%) are held by Bioxytran and 14,410,000 Common shares (49%) are held by an affiliate
 which beneficial ownership includes Mike Sheikh, Ola Soderquist and David Platt.

 Further,
 an additional 1,358,466 options exercisable at $0.33 are held by a third party. The option agreement includes provisions for dilutive
 issuance, cash-less exercise and a conditional conversion right to shares of Common Stock in Bioxytran at a fixed conversion rate
 of 1.18864 shares per option share if Bioxytran's ownership gets below 51%. If exercised at December 31, 2023, the provisions
 would have resulted in an issuance of 6,021,967 shares of Common Stock in Bioxytran at an average conversion price of $0.08849, or
 4,541,801 shares in a cash-less exercise.

 Net
Loss

 2023

 2022

 Net
 loss attributable to Bioxytran

 $
 (4,280,002
)

 $
 (2,463,932
)

 Loss
 per common share, basic and diluted

 $
 (0.03
)

 $
 (0.02
)

 Weighted average number
 of common shares outstanding, basic

 134,224,825

 115,361,105

 The
 Company generated a net loss for the twelve months ended December 31, 2023, of $4,280,002. In comparison, for the twelve months ended
 December 31, 2022, the Company generated a net loss of $2,463,932. The significant difference is due to the Company's Officers
 forfeiting of accrued salaries and benefits for a total value of $1,273,000 during 2022.

 CASH-FLOWS

 2023

 2022

 Net cash used in operating activities

 $
 (775,375
)

 $
 (1,805,670
)

 Net cash used in investing activities

 (44,301
)

 (32,247
)

 Net cash provided by
 financing activities

 2,060,960

 Cash, beginning of period

 72,358

 Cash, end of period

 Net increase (decrease) in cash

 $
 (269,315
)

 $
 223,043

 Net
 cash used in operating activities was $775,375 and $1,805,670 for the twelve months ended December 31, 2023, and 2022, respectively.
 The decrease was due to a reduction of the research and development activities due to lack of funding.

 In
 the twelve months ended December 31, 2023, the Company is in the process of filing a patent, and $44,301 was spent in legal fees.
 In the twelve months ended December 31, 2022 the amount was $32,247.

 Cash
 flows from financing activities were $550,361 and $2,060,960 for the twelve months ended December 31, 2023, and 2022, respectively.

 The
 available cash was $26,086 and $295,401 in the end of the twelve months ended December 31, 2023, and 2022, respectively.

 LIQUIDITY
AND CAPITAL RESOURCES

 Current
Assets

 2023

 2022

 Current assets:

 Cash

 $

 $

 Total current assets

 $

 $

 As
 of December 31, 2023, our current assets consisted of $26,086 in cash at December 31, 2022 we had $295,401in cash.

 Current
Liabilities

 2023

 2022

 Current liabilities:

 Accounts payable
 and accrued expenses

 $
 296,312

 $
 749,395

 Accounts payable related
 party

 2,000

 709,727

 510,284

 related party

 515,904

 38,400

 Loan from related party

 25,000

 —

 Convertible
 notes payable, net of discount

 Total current liabilities

 3,249,500

 3,663,482

 At December 31, 2023, we had total liabilities
 of $3,249,500, which consisted of $298,312 in accounts payable and accrued expenses (of which $2,000 was payable to related parties),
 $1,026,188 in un-issued shares (of which $515,904 was payable to related parties), and $1,900,000 in two convertible loans and 25,000
 in a loan from related party. At December 31, 2022 total liabilities were $3,663,482, which consisted of $1,459,121 in accounts payable
 and accrued expenses (of which $709,727 was payable to related parties), $39,360 in un-issued shares (of which $38,400 was payable
 to related parties), and $2,165,000 in four convertible loans. The shift is due to a conversion of 985,904 in accounts payable (of
 which $485,904 was payable to related parties in form of accrued salaries) to un-issued shares to be issued in January 2024.

 Net
Working Capital and Accumulated Deficit

 2023

 2022

 Net working capital

 $
 (3,223,414
)

 $
 (3,368,080
)

 Accumulated deficit

 $
 (15,497,602
)

 $
 (11,217,600
)

 At
 December 31, 2023, the net working capital was negative $3,223,414 and the accumulated deficit of $15,497,602. Comparatively, on
 December 31, 2022, we had net working capital of negative $3,368,080 and the accumulated deficit of $11,217,600. We believe that
 we must raise not less than $3,700,000 to be able to continue our business operations for the next 15 months.

 Cash
Proceeds from Financing Activities

 2023

 2022

 Cash proceeds from financing
 activities

 Proceeds from Subsidiary
 stock transactions

 $
 —

 $
 —

 Proceeds from
 stock transactions

 680,000

 Proceeds
 from issuance of convertible notes payable

 —

 1,380,460

 Net cash provided by financing
 activities

 $

 $
 2,060,960

 the twelve months ending December 31, 2023, the Company had raised $550,361 in net cash for private placements. During the twelve
 months ending December 31, 2022, the Company had raised $1,467,000 through an 8-month convertible notes at 6% interest, with net
 cash proceeds of $1,380,460, as well as 680,000 in net cash for private placements. The Company is aware that its current cash on
 hand will not be sufficient to fund its projected operating requirements through the month of May 2023.

 Planned
Financing Activities

 The
Company intends to issue a Private Placement Offering under Regulation D in the order of $6 million in the spring of 2024.

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

 Commitments

 We
have no current commitment from our Officers and Directors or any of our shareholders, to supplement our operations or provide us with
financing in the future. If we are unable to raise additional capital from conventional sources and/or additional sales of stock in the
future, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to obtain financing
could have a substantial adverse effect on our business and financial results. In the future, we may be required to seek additional capital
by selling debt or equity securities, selling assets, or otherwise be required to bring cash flows in balance when we approach a condition
of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders.
We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.

 Contractual
Obligations

 2023

 2022

 Interest on
 notes payable

 $
 223,759

 $
 134,581

 Convertible
 notes payable

 Total

 $
 2,123,759

 $
 2,299,581

 As
 at December 31, 2023, our contractual obligations include four convertible notes, for a total of $2,123,759 and of accrued interest
 for these notes mounting to $223,759, as at December 31, 2022 there were four convertible notes, for a total of $2,165,000 and of
 accrued interest for these notes mounting to $134,581.

 The
Company's Executive Officers have entered employment contracts and confidentiality, non-disclosure and assignment of invention
agreements.

 On
October 28, 2022, the Bioxytran Board of Directors unanimously approved the modification of/amendment of paragraph 8 to the Officers'
Employment Agreements, referring to termination without cause in case of change of control.

 The
most substantial changes encompass;

 Compensation of three times
 the annual salary upon the Termination Date, plus any target bonus earned.

 Continued coverage under
 any health, medical, dental or vision program or policy in which they were eligible to participate at the time of your employment termination
 for 12 months.

 Provide outplacement services
 through one or more outside firms of their choosing up to an aggregate of $50,000.

 Off-Balance
Sheet Arrangements

 We
do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our
consolidated financial condition, results of operations, liquidity, capital expenditures or capital resources.

 CRITICAL
ACCOUNTING POLICIES

 In
presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and
assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters
that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and,
as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current
conditions, it could result in a material adverse impact to our results of operations, financial position and liquidity. We believe that
the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented below
are those accounting policies that we believe require subjective and complex judgments that could potentially affect reported results.
However, the majority of our businesses operate in environments where we pay a fee for a service performed, and therefore the results
of the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularly
subjective, nor complex.

 Stock
Based Compensation

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

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

 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, 2021 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
ASU 2020-06 did not have an impact on the Company's financial statements.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk

 Item
7A is not applicable to us because we are a smaller reporting company.

 Item
8. Financial Statements and Supplementary Data.

 The
financial statements listed in Item 15(a) are incorporated herein by reference and are filed under this Item 8 as a part of this report
and follow the signature pages to this Annual Report on Form 10-K on page F-1.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 None.

 Item
9A. 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 December 31, 2023,
(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 December 31, 2023. 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 December 31, 2023, based on the criteria established in "Internal Control-Integrated Framework" issued by the COSO.

 No
Attestation Report by Independent Registered Accountant

 The
effectiveness of our internal control over financial reporting as of December 31, 2023, 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 fiscal year ended December 31, 2023, 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.

 Item
9 B. Other Information

 None.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 Our
Board of Directors, Executive Officers and key employees are as follows:

 Name

 Age as at

31, 2023

 Position

 David Platt, Ph. D.

 Chief Executive Officer, Chairman
 and Director

 Ola Soderquist, MBA, CPA, CMA

 Chief Financial Officer, Treasurer, Secretary

 Mike Sheikh, BS

 Chief Communications Officer

 Dale H. Conaway, D.V.M.

 Alan M. Hoberman. Ph. D.

 Hana Chen-Walden, MD

 Anders Utter, MBA

 David
Platt, Ph. D. is the Chief Executive Officer and Chairman of our Board of Directors. Dr. Platt is a world-renowned expert in carbohydrate
chemistry and has founded three publicly traded companies, creating nearly $1B for investors. He has raised $150M directly in public
markets in the U.S. and has led development of two drug candidates from concept through phase II clinical trials. Prior to Bioxytran,
Inc. Dr. Platt founded Boston Therapeutics Inc. in 2010 (OTC: BTHE) where he served as Chief Executive Officer from 2010 to April 1,
2015 and as a Director from March 2015 to June 8, 2016. From 2001 to 2009, Dr. Platt was a founder, Chief Executive Officer and Chairman
of the Board at Pro-Pharmaceuticals, Inc. (OTC: PRWP and AMEX: PRW, now NASDAQ: GALT). From 1995 to 2000 Dr. Platt was the founder of
International Gene Group (NASDAQ: IGGI, GLGS now LPJC). Dr. Platt received a Ph. D. in Chemistry in 1988 from Hebrew University in Jerusalem.
In 1989, Dr. Platt was a research fellow at the Weizmann Institute of Science, Rehovot, Israel, and from 1989 to 1991, was a research
fellow at the Michigan Foundation (re-named Barbara Ann Karmanos Institute). From 1991 to 1992, Dr. Platt was a research scientist with
the Department of Internal Medicine at the University of Michigan. Dr. Platt has published peer-reviewed articles and holds many patents,
primarily in the field of carbohydrate chemistry. Our Board of Directors believes that Dr. Platt's expertise and experience with
public biotech companies, his perspective, depth and background in chemistry and finance, the capital formation process and leadership
experience in public companies provide him with the qualifications and skills to serve on our Board of Directors.

 Ola
Soderquist, MBA, CPA, CMA, CM&AA has more than 30 years of senior international entrepreneurial management experience within
technology companies. Ola's managerial experience portfolio includes; Start-ups, Private, Public, Venture Capital and Private Equity
ownership. He has served in CFO and other managerial capacities in multiple industry sectors and companies. His public company tenures
include companies in the Wallenberg Sphere (1986-1996): Industrivarden (OMX:INDU), Electrolux (OMX:ELUX), Ericsson (NASDAQ:ERIC), Swedish
Match (OMX:SWMA) and SKF AB (OMX:SKF), and most recently in Traction (OMX:TRAC) (1996-2001) and Belden (NYSE: BDC) (2006-2011). His private
company experience includes CFO and CAO positions in Proditec, Inc. (2001-2006), LFA Corp. (2012-2014) and Faria Beede Instruments, Inc.
(2014-2016). Ola is a multi-lingual senior finance professional poised to work globally and cross-functionally, particularly with complex
projects involving change management, business integration, systems implementation, continuous improvement, and process excellence. He
obtained a BS and an MSA rom Stockholm School of Economics and an MBA from Babson College.

 Mike
Sheikh, BS, is a US Air Force Academy graduate and pilot. He has a Bachelor's of Science in Economics and flew KC-135 tankers
and worked as a budget Officer in the comptroller's squadron. He has prior experience as a broker and research analyst. After the
brokerage industry, he was a business development Officer for a variety of specialty finance companies. He is a long-time Biotech Consultant
expert for public or private biotech companies with disruptive technologies. Mr. Sheikh the founder of Falcon Strategic Research, which
focuses on companies that are not covered by traditional analysts on Wall Street. He is also the founder of an Investor Relations Firm.

 Dale
H. Conaway, D.V.M., is a Director of the Company. Dr Conaway is a Veterinary Medical Officer in Federal Research. From 2001 to
2006, Dr. Conaway was the Deputy Regional Director (Southern Region). From 2010 to September 15, 2016, Dr. Conaway served as a member
of the Board of Directors of Boston Therapeutics, Inc.. From 1998 to 2001, Dr. Conaway served as Manager of the Equine Drug Testing and
Animal Disease Surveillance Laboratories for the Michigan Department of Agriculture. From 1994 to 1998, he was Regulatory Affairs Manager
for the Michigan Department of Public Health Vaccine Production Division. Dr. Conaway received a D.V.M. degree from Tuskegee Institute
and an M.S. degree in pathology from the College of Veterinary Medicine at Michigan State University. Our Board of Directors believes
that Dr. Conway's expertise and experience as a Director in a public biotech company, his perspective, depth and background in
testing and the development of biologic compounds, and his leadership in management provide him with the qualifications and skills to
serve on our Board of Directors.

 Alan
M. Hoberman, Ph. D. is president and CEO of Argus International, Inc., overseeing a staff of scientists and other professionals
who provide consulting services for industry, government agencies, law firms and other organizations, both in the U.S. and internationally.
From 2014 to September 15, 2016 Dr. Hoberman served as a member of the Board of Directors of Boston Therapeutics, Inc. Between 1991 and
2013 he held a series of positions of increasing responsibility at Charles River Laboratories Preclinical Services (formerly, Argus Research
Laboratories, Inc.), most recently as Executive Director of Site Operations and Toxicology. He currently works with that organization
to design, supervise and evaluate reproductive and developmental toxicity, neurotoxicity, inhalation and photobiology studies. Dr. Hoberman
holds a PhD in toxicology from Pacific Western University, an MS in interdisciplinary toxicology from the University of Arkansas and
a BS in biology from Drexel University. Our Board of Directors believes that Dr. Hoberman's expertise and experience as a Director
in a public biotech company, his perspective, depth and background in consulting and advising clients and his experience in the testing
and development of biologic compounds, and his leadership in management provide him with the qualifications and skills to serve on our
Board of Directors.

 Dr.
Hana Chen-Walden, M.D. is an Endocrinologist and has specialized in regulatory affairs in the pharmaceutical industry in the
US and Europe. Dr. Chen-Walden has more than 35 years of regulatory experience with the EMEA and in individual European countries. Since
2004 to present, Dr. Chen-Walden consulted for European Clinical and Regulatory Consultancy in medical monitoring, quality assurance
and regulatory input for clinical studies in the fields of oncology, cardiology, diabetes, neurology, respiratory diseases and medical
devices. Dr. Chen Walden received her Doctorate of Medicine from University of Tel Aviv, Israel. Dr. Chen-Walden has practiced medicine
in Germany and France. Our Board of Directors believes that Dr. Chen-Walden's expertise and experience in practicing medicine,
her perspective, depth and background in medical monitoring and quality assurance, and her leadership in regulatory affairs provide her
with the qualifications and skills to serve on our Board of Directors.

 Anders
N. Utter, has more than 25 years of finance, accounting and management experience in medical devices, consulting and manufacturing
industries in capacities as CFO, Controller and Managing Director. He had progressively increased management experience in the European
Nolato Group and later on in the Amplex Group. Mr. Utter has had a broad business exposure with IFRS and GAAP reporting as well as with
SOX compliance. He has also worked with M&A evaluations, financing and integration as well as more hands-on manufacturing cost accounting
and reporting. He is currently in charge of the finance control at one of General Cable's entities. Mr. Utter is and has been serving
as a Director on boards in both profit as well as non-profit organizations. Mr. Utter holds an MBA from Babson College and a BA from
Uppsala University in Sweden. Our Board of Directors believes that Mr. Utter's expertise and experience as a chief financial Officer,
his perspective, depth and background in GAAP reporting and SOX compliance, and his finance, management and accounting experience provide
him with the qualifications and skills to serve on our Board of Directors.

 Our
Directors are elected annually and each holds office until the annual meeting of the shareholders of the Company and until their respective
successors are elected and qualified. Our Officers, including any Officers we may elect moving forward, will hold their positions at
the pleasure of the Board of Directors, absent any employment agreement. In the event, we employ any additional Officers or Directors
of the Company, they may receive compensation as determined by the Company from time to time by vote of the Board of Directors. Vacancies
in the Board will be filled by majority vote of the remaining Directors or in the event that a sole remaining Director vacates his position,
by our majority shareholders. Our Directors may be reimbursed by the Company for expenses incurred in attending meetings of the Board
of Directors.

 Executive
Officers

 Set
forth below is information regarding our current Executive Officers. Except as set forth below, there are no family relationships between
any of our Executive Officers and our Directors. Executive Officers are elected annually by our Board of Directors. Each Executive Officer
holds his office until he resigns or is removed by the Board or his successor is elected and qualified.

 Name

 Age as at

 December 31, 2023

 Position

 Term
 as Officer/Director

 David Platt, Ph. D.

 Chief Executive Officer, Chairman
 and Director

 September
 2018 to Present

 Mike Sheikh, BS

 Chief Communications Officer

 May
 2020 to Present

 Ola Soderquist, MBA, CPA, CMA

 Chief Financial Officer, Treasurer, Secretary

 September
 2018 to Present

 Biographical
information with respect to Dr. Platt, Mr. Sheikh and Mr. Soderquist is set forth above.

 Scientific
Advisory Board

 We
have established a scientific advisory board to advise our management regarding our clinical and regulatory development programs and
other customary matters. Our scientific advisors are experts in various areas at medicine including diabetes and other diseases. We believe
the advice of our scientific advisors is important to the research, development and clinical testing of our products. Our scientific
advisory board is comprised of the following individuals.

 Prof.
Avraham Mayevsky, Ph. D. is a worldwide authority in the field of minimal invasive monitoring of tissue and organ physiology.
Dr. Mayevsky is a professor at the Faculty of Life Sciences, Bar-Ilan University, Israel. He served as Head of the Department of Life
Sciences and Dean of the Faculty of Natural Sciences at Bar-Ilan University, where he established a center of tissue physiology. He served
as Visiting professor at University of Pennsylvania and Johns Hopkins Medical School World-recognized expert in tissue physiology, especially
in brain metabolism. He Published over 150 papers and patents. He has published over 170 papers in scientific journals and is the author
of five patents. He also founded Vital Medical Ltd. Dr. Mayevsky completed his PhD from Weizmann Institute of Science, Rehovot, Israel.

 Prof.
Kevin H Mayo, Ph. D. is a well-known authority in the field of structural biology and structure-based drug design and discovery.
He received degrees from Boston University (BA) and the University of Massachusetts (PhD), and was a postdoctoral associate at the Max-Planck
Institute for Biochemistry (Alexander von Humboldt Fellow with Nobel Laureate Rudolf Moessbauer) and Yale University (Chemistry). Dr.
Mayo is presently Professor of Biochemistry, Molecular Biology & Biophysics, as well as Lab Medicine & Pathology, at the University
of Minnesota (UMN), Minneapolis, USA. He is also Director of the High Field Nuclear Magnetic Resonance Center at the UMN. Over the years,
Dr. Mayo has consulted with numerous pharmaceutical companies and is co-founder of PepTx, Inc., a startup pharmaceutical company based
in Minnesota. He also currently holds Visiting Professorships at Maastricht University (The Netherlands), Ludwigs-Maximillian-University
(Munich, Germany), and Northeast Normal University (Changchun, China). Dr. Mayo has published over 250 papers in peer-reviewed scientific
journals and is the author of 28 patents.

 Medical
Advisory Board

 We
have established a Medical Advisory Board that will be comprised of Clinicians and Clinical Research professionals who are interested
in the field of hypoxia, virology or in other subjects related to our product pipeline. The board will provide leadership and expertise
to assist us in designing, executing and implementing our clinically oriented activities in a safe, efficient and professional manner.

 Dr.
Leslie Ajayi, MD PhD, brings over 20 years of clinical development experience in academia and industry. He is a fully trained
physician leader with international specialty training in internal medicine, cardiovascular medicine, and clinical pharmacology. He received
his undergraduate training in Health Sciences and his MD equivalent graduating Magna Cum Lade from Obafemi Awolowo University [OAU] in
Nigeria. A few years later, he received his PhD in clinical pharmacology from the University of Glasgow. As an academic clinical pharmacologist
in Glasgow, UK, he worked with Big Pharma as an investigator for Phase 1 first in man, proof of concept, pharmacokinetics (PK), Pharmacodynamics
(PD), PK-PD, and studies in special populations such as the elderly and in pregnancy. He was also involved in all types of designs of
randomized controlled clinical trials (double blind, placebo controlled, double dummy, single blind, cross over, parallel group, Latin
squares designs). His industry exposure was relegated to big pharma clinical research monitors and clinical research organizations. He
worked on notable projects like perindopril and cilazapril (ACEI), and amlodipine. He evaluated the effects of ACEI on Type-2 Diabetes
and insulin resistance in hypertensives.

 Dr.
John Mabayoje, MD, is a practicing Emergency Room doctor and Medical Director who graduated from the University of Ife /OAU in
1980. He has 6 years of residency/ fellowship training in internal medicine, family practice, geriatric medicine, substance abuse, and
emergency medicine. He also has 125 hours of sonography training. He is licensed to practice in a number of states and has 44 years'
experience in emergency medicine in the United States and internationally. He has published research work on histochemistry. He has extensive
experience with COVID-19 patients, treating over 4,800 patients on 2 continents. He is known in circles as an astute diagnostician and
innovator looking for ways to getting the best therapeutic advantages for his patients.

 Dr.
Alben Sigamani, M.D. is currently Professor and Head of Clinical Research, Narayan Health, Bangalore. He has over 17 years of
experience in clinical research and in managing multi-center academic and regulatory Randomized Controlled Trials in India. He has several
publications to his credit with a citation index (h-index) of 24. Dr. Sigamani is a Medical Professional (MD) in Clinical Pharmacology
& Therapeutics with a Master's Degree in Clinical Trials from the University of London. In 2021, Dr. Sigamani obtained "COVID-19:
Tracking the Novel Coronavirus Certificate" from the London School of Hygiene and Tropical Medicine.

 Thomaskutty
Alumparambil. B.S., C.C.P has over 30 years of clinical experience that includes heart, lung and liver transplants. He is an
expert on quality control and quality assurance programs, surgical protocols, blood gas analysis and anticoagulation management.

 The
Company has established and approved charters for separate audit, compensation and nominating/governance committees of its Board of Directors.

 Code
of Ethics

 A
code of business conduct and ethics is a written standard designed to deter wrongdoing and to promote (a) honest and ethical conduct,
(b) full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements, (c) compliance with applicable
laws, rules and regulations, (d) the prompt reporting violation of the code and (e) accountability for adherence to the code. We are
not currently subject to any law, rule or regulation requiring that we adopt a code of ethics; however, we intend to adopt one in the
near future.

 Board
of Directors Independence

 Our
Board of Directors consists of five members. We are not currently subject to any law, rule or regulation requiring that all or any portion
of our Board of Directors include "independent" Directors. Four of the members of the Board of Directors, Dale H. Conaway,
D.V.M., Alan Hoberman, Anders Utter and Hana Chen-Walden are "independent" as defined in Section 4200(a)(15) of NASDAQ Stock
Market Rules.

 Audit
Committee

 Our
Board of Directors has established an Audit Committee and appointed three members to the Committee; Anders Utter, as Chairman, Alan Hoberman
and Dale Conaway.

 Nominating
and Governance Committee

 Our
Board of Directors has established a Nominating and Governance Committee and appointed three members to the Committee; Alan Hoberman,
as Chairman, Dale Conaway and Anders Utter.

Committee

 Our
Board of Directors has established a Compensation Committee and appointed three members to the Committee; Dale Conaway, as Chairman,
Alan Hoberman and Anders Utter to our compensation committee.

Committee Interlocks and Insider Participation

 All
members of the Compensation Committee are non-employee Directors of the Company. None of our Executive Officers serves on the Compensation
Committee or on the Board of Directors of any other company of which any members of our Compensation Committee or any of our Directors
is an Executive Officer.

 Audit
Committee Report Regarding Audited Financial Statements

 The
Audit Committee of the Board is composed of three Directors, all of whom are "independent" as defined in Section 4200(a)(15)
of NASDAQ Stock Market Rules. The Audit Committee has prepared the following report on its activities with respect to the Company's
audited financial statements for the fiscal year ended December 31, 2023 (the "Audited Financial Statements").

 The Audit Committee reviewed and discussed
 the Company's Audited Financial Statements with management;

 The Audit Committee discussed with BF Borgers
 CPA PC ("BF Borgers"), the Company's independent registered public accounting firm for fiscal 2023, the matters
 required to be discussed by the Public Company Accounting Oversight Board in Rule 3200T:

 The Audit Committee received from the independent
 registered public accounting firm the written disclosures regarding auditor independence, discussed with Pinnacle its independence
 from the Company and its management: and

 Based on the review and discussion referred
 to above, and in reliance thereon, the Audit Committee determined that the Audited Financial Statements be included in the Company's
 Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for filing with the U.S. Securities and Exchange Commission.

 All members of the Audit
 Committee concur in this report.

 Audit Committee:

 Anders Utter (Chairman)

 Indemnification
Agreements

 Our
Bylaws provide for the indemnification of Directors and officers. See "Indemnification of Directors and Officers." As at
January 1, 2021, Dr. Platt and Mr. Soderquist each receive a monthly compensation of $35,000, and Mr. Sheikh receive a monthly compensation
of $26,250, along with a 25% 401(k) Safe Harbor coverage up to the federal limit, currently $66,000 per year plus potential catchup,
currently $7,500. The Company will further cover all costs related to maintaining Professional Certificates, and in absence of a corporate
healthcare plan, reimburse the Officer for reasonable self-subscribed gold-level healthcare plan;

 Our
non-employee Directors will be compensated by the issuance of $5,000 of shares of Common Stock per board and/or committee meeting with
its basis determined by the weighted average market price over the quarter at as per Board decision on August 4, 2023;

 Our
Executive Officers and Directors may also receive stock or stock options at the discretion of our Board of Directors in the according
to approved the 2021 Stock Plan, or any subsequent Stock Plan;

Independence

 Four
of the members of the Board of Directors are "independent" as defined under the rules of the as defined in Section 4200(a)(15)
of NASDAQ Stock Market Rules.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our Directors and Executive Officers and persons who own more than
10% of the issued and outstanding shares of our Common Stock to file reports of initial ownership of Common Stock and other equity securities
and subsequent changes in that ownership with the SEC. Officers, Directors and greater than ten percent stockholders are required by
SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, we confirm that, based solely on a review
of the copies of such reports furnished to us and written representations except for the Form 3 Initial Statement of Beneficial Ownership
filed by all Officers and Directors that no other reports were required, during the fiscal year ended December 31, 2023 all Section 16(a)
filing requirements applicable to our Officers, Directors and greater than 10% beneficial owners were complied with.

 Item
11. Executive Compensation

 The
following table sets forth information concerning all cash all cash and non-cash compensation awarded to, earned by or paid to the Company's
Chief Executive Officer ("CEO"), Chief Financial Officer ("CFO") and the Chief Communications Officer ("CCO"),
regardless of compensation level. The Company's CEO, CFO and the CCO are the only officers of the Company for whom compensation
disclosure is required pursuant to instruction 1 to Item 402(m)(2) of Regulation S-K.

 Summary
Compensation Table

 Name and
 Principal Position

 Year

 Salary

 Bonus

 Stock
 Awards

 Total

 David Platt, Chairman of the Board,

 2022

 $
 108,900

 $
 —

 $
 —

 $
 108,900

 CEO and President

 2023

 $
 420,000

 $
 —

 $
 —

 $
 420,000

 Ola Soderquist, CFO

 2022

 $
 108,900

 $
 —

 $
 —

 $
 108,900

 2023

 $
 420,000

 $
 —

 $
 —

 $
 420,000

 Mike Sheikh, CCO

 2022

 $
 43,427

 $
 —

 $
 —

 $
 43,427

 2023

 $
 280,000

 $
 —

 $
 —

 $
 280,000

 Grants
of Plan-Based Awards

 There
were no equity awards to the Company's Executive Officers during the years ended at December 31, 2023 and 2022.

Equity Awards at December 31, 2023; Option exercises and vested

 There
were no outstanding options or equity awards held by the Company's Executive Officers at December 31, 2023.

 All
compensation paid to our employee Directors is set forth in the table summarizing Executive Officer compensation above. Our non-employee
Directors currently are entitled to receive $5,000 of shares of Common Stock per board and/or committee meeting with its basis determined
by the weighted average market price over the quarter. There were 463,163 shares, at a fair market value of $113,239, issued as compensation
to the Board in 2023. There were 280,000 shares, at a fair market value of $45,840, issued in 2022. Except for the foregoing, there are
currently no agreements in effect entitling them to compensation.

 Employment
Contracts

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

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.

 The
Board of Directors has set the monthly salary for David Platt and Ola Soderquist to $35,000, and for Mr. Sheikh of $26,250. Additionally,
along with a 25% 401(k) Safe Harbor coverage up to the federal limit, currently $66,000 per year plus potential catchup, currently $7,500,
as well as reimbursement of a gold-level healthcare plan.

 Our
Executive Officers and Directors may also receive stock or stock options at the discretion of our Board of Directors in the according
to approved the 2021 Stock Plan, or any subsequent Stock Plan.

Risk Assessment

 We
have formed a Compensation Committee. In setting compensation, the Compensation Committee will consider the risks to the Company's
stockholders and to achievement of its goals that may be inherent in its compensation programs. The Compensation Committee will review
and discuss its assessment with management and outside legal counsel to confirm that the Company's compensation programs are and
will be within industry standards and designed with the appropriate balance of risk and reward to align employees' interests with
those of the Company without incenting employees to take unnecessary or excessive risks. We believe our compensation plans will be appropriately
structured consistent with the Company's status as a pre-revenue start-up enterprise, and will not be reasonably likely to result
in a material adverse effect on the Company.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
following table includes the information as of 2023 for our equity compensation plan as at December 31, 2023:

 Plan Category

 of securities to be issued upon exercise of outstanding options (a)

 Weighted-average
 exercise price of outstanding options (b)

 of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
 (c)

 Equity compensation 2010 Stock
 Plan

 200,000

 $
 0.95

 —

 Equity compensation
 2021 Stock Plan

 135,000

 0.11

 17,920,314

 Total

 335,000

 $
 0.62

 17,920,314

 Beneficial
Ownership of Executive Officers, Directors and other Affiliates

 The
following table sets forth certain information as at March 22, 2024 with respect to the beneficial ownership of shares of the Company's
Common Stock by (i) each person or group known to us, to beneficially own more than 5% of the outstanding shares of such stock, (ii)
each Director; (iii) each of our Executive Officers named in the summary compensation table under "Director and Executive Compensation"
currently serving as an Executive Officer; and (iv) the Executive Officers and Directors as a group. All persons listed below have (i)
sole voting power and investment power with respect to their shares of Common Stock (the only class of outstanding stock), except to
the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their shares
of stock. The percentage of beneficial ownership is based upon 166,492,529 shares of Common Stock outstanding as at March 22, 2024. Except
as otherwise indicated in the footnotes to the table, the persons and entities named in the table have sole voting and investment power
with respect to all shares beneficially owned, subject to community property laws, where applicable.

 Name
 and Address of Beneficial Owner

 of Shares

 Percent
 of Class (1)

 of Options owned

 David Platt (2)

 63,131,997

 37.9
 %

 —

 whereof 20,104,723 indirect

 Ola Soderquist (2)

 19,535,300

 11.7
 %

 —

 Mike Sheikh (2)

 8,000,000

 4.8
 %

 —

 Dale H. Conaway (2)

 588,521

 0.4
 %

 —

 Alan M. Hoberman (2)

 661,821

 0.4
 %

 —

 Hana Chen-Walden, MD (2)

 347,800

 0.2
 %

 —

 Anders Utter (2)

 607,621

 0.4
 %

 —

 All Officers and Directors
 as a Group (7 persons)

 92,873,060

 55.8
 %

 —

 Beneficial
Owners Holding more than 5% of the Outstanding Shares

 Black Diamond Financial Group LLC
 (3)

 14,027,606

 8.4
 %

 —

 whereof 13,705,026 indirect

 (1)

 The
 percentage shown in the table is based on 166,492,529 shares of Common Stock outstanding on March 22, 2024.

 (2)

 The
 business address of these individuals is 75 2 nd Ave., Suite 605, Needham, MA 02494.

 (3)

 The
 business address of this financial group is 1610 Wynkoop St. #400, Denver, CO 80202

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 From
the date of the Company's Merger on September 21, 2018 we have not entered into any material transactions or series of transactions,
except for what is disclosed here below, that would be considered material in which any officer, Director or beneficial owner of 5% or
more of any class of our capital stock, or any immediate family member of any of the preceding persons, had a direct or indirect material
interest, and there are no transactions presently proposed, except as follows:

 On
April 14, 2023, 6,763,562 shares of Common Stock were issued to offset an affiliate against invoices paid on behalf of the Company and
accrued salaries to our Officers, for a total value of $2,164,340, or $0.32/share

 On
September 14, 2023, 5,824,741 shares of Common Stock were exchanged by the Company's officers for invoices and salary past due
in the amount of $786,340, or $0.135/share

 On
January 18, 2024, the Company issued 3,599,289 shares of Common Stock at a value of $485,904, or $0.135/share. The shares were included
as un-issued shares liability related party in the financial statements at December 31, 2023, after a conversion of salary and accounts
receivable on October 17, 2023.

 Item
14. Principal Accountant Fees and Services.

 The
table below shows the fees that we paid or accrued for the audit and other services provided by BF Borgers CPA PC ("BF Borgers")
for the fiscal year ended December 31, 2023 and 2022.

 Fee Category

 2023

 2022

 Audit Fees

 $
 34,100

 $
 26,000

 Audit Related Fees

 $
 —

 $
 —

 Tax Fees

 $
 —

 $
 1,800

 All other Fees

 $
 5,500

 $
 —

 This
category includes the audit of our annual financial statements, review of financial statements included in our annual and quarterly reports
and services that are normally provided by the independent registered public accounting firms in connection with engagements for those
fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the
review of interim financial statements.

 Audit-Related
Fees

 This
category consists of assurance and related services by the independent registered public accounting firms that are reasonably related
to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees". The
services for the fees disclosed under this category include services relating to our registration statements.

 Tax
Fees

 This
category consists of professional services rendered for tax compliance and tax advice.

 All
Other Fees

 This
category consists of fees for other miscellaneous items.

 Pre-Approved
Services

 The
Audit Committee requires pre-approval of audit, audit-related and tax services to be performed by the independent registered public accounting
firm. The Audit Committee approved the audit and audit-related services to be performed by the independent registered public accounting
firms and tax professionals in 2023 and 2022.

 The
Audit Committee has not expressly adopted rules permitting the Audit Committee to delegate to one or more of its members pre- approval
authority with respect to permitted services nor has the Audit Committee actually delegated such authority to its members. To the extent
it elects to do so in the future, the Board expects that such delegation will be subject to the requirement that the decisions of any
Audit Committee member to whom pre-approval authority is delegated must be presented to the full Audit Committee at its next scheduled
meeting.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules.

 (a)(1)
Financial Statements

 See
Index to Financial Statements commencing on Page F-1.

 (a)(2)
Financial Statement Schedules

 All
supplemental schedules have been omitted since the required information is not present in amounts sufficient to require submission of
the schedule, or because the required information is included in the financial statements or notes thereto.

 (b)
Exhibits

 The
following exhibits are filed as part of this report:

 3.1

 of Incorporation of the Registrant (Incorporated by reference as Exhibit 3.1 to The Registrant's Registration Statement on
 Form S-1 on October 31, 2008.)

 3.2

 By-Laws
 of the Registrant (Incorporated by reference as Exhibit 3.2 to The Registrant's Registration Statement on Form S-1 on October
 31, 2008.)

 3.3

 to Certificate of Incorporation (Incorporated by reference as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed
 on October 29, 2009)

 3.4

 to Certificate of Incorporation (Incorporated by reference as Exhibit 3.4 to the Company's Registration Statement on Form S-1
 (File No. 333-154912) filed with the SEC on November 29, 2018)

 3.5

 of Change Pursuant to NRS78.209 (Incorporated by reference as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed
 on August 13, 2018)

 3.6

 to Certificate of Incorporation (Incorporated by reference as Exhibit 3.3 to the Registrant's Current Report on Form 8-K filed
 on November 7, 2018)

 3.7

 Amended
 and Restated Bylaws (Incorporated by reference as Exhibit 3.4 to the Registrant's Current Report on Form 8-K filed on November
 7, 2018)

 4.1

 Form
 of Common Stock Certificate

 4.2

 Form
 of Warrant Dated October 24, 2018 (Incorporated by reference as Exhibit 10.14 to the Registrant's Current Report on Form 8-K
 filed on October 30, 2018)

 4.3

 of Merger Wyoming (Incorporated by reference as Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed on September
 24, 2018)

 4.4

 of Merger Delaware (Incorporated by reference as Exhibit 4.3 to the Registrant's Current Report on Form 8-K filed on September
 24, 2018)

 4.5

 Form
 of 8% Convertible Promissory Note (Incorporated by reference as Exhibit 10.12 to the Registrant's Current Report on Form 8-K
 filed on October 30, 2018)

 4.6

 Form
 of 8% Convertible Promissory Note (Incorporated by reference as Exhibit 10.17 to the Registrant's Current Report on Form 8-K
 filed on March 1, 2019)

 4.7

 Form
 of Warrant Dated February 25, 2019 (Incorporated by reference as Exhibit 10.19 to the Registrant's Current Report on Form 8-K
 filed on March 1, 2019)

 10.1

 Form
 of Accord and Satisfaction between U.S. Rare Earth Minerals and Elenor Yarbray (Incorporated by reference as Exhibit 10.9 to the
 Registrant's Current Report on Form 8-K filed on September 24, 2018)

 10.2

 Form
 of Agreement and Plan of Merger and Reorganization By and Among U.S. Rare Earth Minerals, Inc., Bioxy Acquisition Corp. and Bioxytran,
 Inc. (Incorporated by reference as Exhibit 10.10 to the Registrant's Current Report on Form 8-K filed on September 24, 2018)

 10.3

 Form
 of Asset Purchase Agreement between U.S. Rare Earth Minerals, Inc. and U.S. Rare Earth Minerals, Inc. (Wyoming). (Incorporated by
 reference as Exhibit 10.11 to the Registrant's Current Report on Form 8-K filed on September 24, 2018)

 10.4

 Form
 of Employment Agreement of David Platt

 10.5

 Form
 of Employment Agreement of Ola Soderquist

 10.6

 Form
 of Security Agreement between U.S. Rare Earth Minerals, Inc. and Auctus Fund, LLC. (Incorporated by reference as Exhibit 10.13 to
 the Registrant's Current Report on Form 8-K filed on October 30, 2018)

 10.7

 Form
 of Securities Purchase Agreement (Incorporated by reference as Exhibit 10.16 to the Registrant's Current Report on Form 8-K
 filed on October 30, 2018)

 10.8

 Form
 of Registration Rights Agreement (Incorporated by reference as Exhibit 10.15 to the Registrant's Current Report on Form 8-K
 filed on October 30, 2018)

 10.9

 2010
 Employee, Director and Consultant Stock Plan Incorporated by reference to Exhibit 99.1 on form S-8 filed with the Securities and
 Exchange Commission on February 22, 2010.

 10.10

 Form
 of Public Offering Subscription Agreement

 10.11

 Form
 of Security Agreement between U.S. Rare Earth Minerals, Inc. and Auctus Fund, LLC. (Incorporated by reference as Exhibit 10.18 to
 the Registrant's Current Report on Form 8-K filed on March 1, 2019)

 10.12

 Form
 of Securities Purchase Agreement (Incorporated by reference as Exhibit 10.21 to the Registrant's Current Report on Form 8-K
 filed on March 1, 2019)

 10.13

 Form
 of Registration Rights Agreement (Incorporated by reference as Exhibit 10.20 to the Registrant's Current Report on Form 8-K
 filed on March 1, 2019)

 10.14

 Form
 of Warrant of dated October 24, 2018

 10.15

 Form
 of Registration Rights Agreement between U.S. Rare Earth Minerals, Inc. and Acutus Fund, LLC, dated October 24, 2018.

 10.16

 Form
 of Securities Purchase Agreement between U.S. Rare Earth Minerals, Inc. and Acutus Fund, LLC, dated October 24, 2018.

 10.17

 Form
 of $250,000 Senior Secured Promissory Note, dated February 25, 2019, of U.S. Rare Earth Minerals, Inc. and Auctus Fund, LLC, dated
 February 25, 2019.

 10.18

 Form
 of Security Agreement dated February 25, 2019, between U.S. Rare Earth Minerals, Inc., and Auctus Fund, LLC, dated February 25, 2019.

 10.19

 Form
 of Warrant of dated February 25, 2019

 10.20

 Form
 of Registration Rights Agreement between U.S. Rare Earth Minerals, Inc. and Auctus Fund, LLC, dated February 25, 2019.

 10.21

 Form
 of Securities Purchase Agreement between U.S. Rare Earth Minerals, Inc. and Auctus Fund, LLC, dated February 25, 2019.

 10.22

 License
 Agreement between Bioxytran, Inc. and MDX Lifesciences, Inc. dated April 4, 2019.

 10.23

 Investor
 Relations Agreement between Bioxytran, Inc. and Resources Unlimited NW LLC. dated April 22, 2019.

 10.24

 Scientific
 Advisory Board Agreement between Bioxytran, Inc. and Asclepius LLC dated May 1, 2019.

 10.25

 Form
 of Advisory Board Agreement between Bioxytran, Inc. and Steven Aust dated June 11, 2019.

 10.26

 Form
 of Advisory Board Agreement between Bioxytran, Inc. and Jonathan Barkman effective July 15, 2019.

 10.27

 Form
 of Advisory Board Agreement between Bioxytran, Inc. and Cynthia Tsai effective July 16, 2019.

 10.28

 Form
 of Advisory Board Agreement between Bioxytran, Inc. and Jonathan Jensen Dated September 13, 2019.

 10.28b

 Purchase Agreement between Peak One Opportunity Fund, L.P. and Bioxytran, Inc., dated October 22, 2019.

 10.29

 Form
 of Advisory Board Agreement between Bioxytran, Inc. and Patrick Huddie dated September 13, 2019.

 10.29b

 8%
 Convertible Debenture of Bioxytran, Inc. to Peak One Opportunity Fund, L.P. in the Principal Amount of $120,000 dated October 22,
 2019

 10.30

 to Purchase 50,000 shares of Common Stock of Bioxytran.

 10.31

 8%
 Convertible Note of Bioxytran, Inc. to Tangiers Global, LLC in the Principal Amount of $106,300 dated October 23, 2019

 10.32

 to Purchase 50,000 shares of Common Stock of Bioxytran.

 10.33

 Purchase Agreement between Power Up Lending Group Ltd. and Bioxytran, Inc., dated October 21, 2019.

 10.34

 8%
 Convertible Note of Bioxytran, Inc. to Power Up Lending Group Ltd. in the Principal Amount of $106,000 dated October 21, 2019

 10.35

 Form
 of Securities Purchase Agreement between GS Capital Partners, LLC and Bioxytran, Inc., dated No ember 7, 2019.

 10.36

 Form
 of 4% Convertible Note of Bioxytran, Inc. to GS Capital Partners, LLC. in the Principal Amount of $125,000 dated November 7, 2019

 10.37

 Form
 of Warrant to Purchase 50,000 shares of Common Stock of Bioxytran.

 10.38

 Form
 of Letter Agreement between FON Consulting, LLC and Bioxytran, Inc. dated November 11, 2019.

 10.39

 Purchase Agreement between FirstFire Global Opportunities Fund, LLC and Bioxytran, Inc., dated November 20, 2019.

 10.40

 4%
 Convertible Note of Bioxytran, Inc. to FirstFire Global Opportunities Fund, LLC. in the Principal Amount of $125,000 dated November
 20, 2019

 10.41

 to Purchase 50,000 shares of Common Stock of Bioxytran.

 10.42

 Purchase Agreement between Power Up Lending Group and Bioxytran, Inc., dated December 30, 2019.

 10.43

 8%
 Convertible Note of Bioxytran, Inc. to Power Up Lending Group in the Principal Amount of $54,600 dated December 30, 2019

 10.44

 Purchase Agreement between EMA Financial LLC and Bioxytran, Inc., dated January 10, 2020.

 10.45

 4%
 Convertible Note of Bioxytran, Inc. to EMA Financial LLC. in the Principal Amount of $125,000 dated January 10, 2020.

 10.46

 to Purchase 50,000 shares of Common Stock of Bioxytran.

 10.47

 Purchase Agreement between Power Up Lending Group LLC and Bioxytran, Inc., dated January 18, 2020

 10.48

 8%
 Convertible Debenture of Bioxytran, Inc. to Power Up Lending Group LLC in the Principal Amount of $56,600 dated January 18, 2020

 10.49

 Purchase Agreement between Crown Bridge Partners, LLC and Bioxytran, Inc., dated October 30, 2019.

 10.50

 4%
 Convertible Note of Bioxytran, Inc. to Crown Bridge Partners, LLC in the Principal Amount of $55,000 dated October 30, 2019

 10.51

 to Purchase 22,000 shares of Common Stock of Bioxytran.

 10.52

 #1 to Securities Purchase Agreement between Auctus Fund LLC and Bioxytran, Inc., dated October 24, 2018

 10.53

 #1 to Securities Purchase Agreement between Auctus Fund LLC and Bioxytran, Inc., dated February 25, 2019

 10.54

 Purchase Agreement between Power Up Lending Group LLC and Bioxytran, Inc., dated March 18, 2020

 10.55

 8%
 Convertible Debenture of Bioxytran, Inc. to Power Up Lending Group LLC in the Principal Amount of $64,900 dated March 18, 2020

 10.56

 Form
 of Employment Agreement of Mike Sheikh, dated May 1, 2020

 10.56b

 Modification/Amendment
 to Officers' Employment Contract, dated October 28, 2022.

 10.57

 Joint
 Venture Agreement between Bioxytran and Pharmalectin Partners, LLC, dated November 15, 2020.

 10.58

 Form
 of Convertible Note Agreement between Note Holders and Bioxytran, Inc., dated May 2 and 3, 2021

 10.59

 License
 Agreement between Bioxytran, Inc. and Pharmalectin, Inc. dated May 5, 2020

 10.60

 License
 Agreement between Pharmalectin, Inc. and NDPD Pharma, Inc. dated May 2, 2021

 10.61

 2021
 Employee, Director and Consultant Stock Plan, adopted by the Board of Directors on January 19, 2021

 10.62

 2017
 Employee, Director and Consultant Stock Plan (Subsidiary), adopted by the Board of Directors on October 5, 2017

 10.63

 Form
 of Warrant dated June 4, 2021

 10.64

 Form
 of Subsidiary Option dated June 4, 2021

 10.65

 Form
 of Private Placement Memorandum dated February 26, 2021

 10.66

 Form
 of Private Placement Memorandum dated September 17, 2021

 10.67

 Form
 of Convertible Note, dated January 5, 2021

 10.68

 Form
 of Note Purchase Agreement, dated January 5, 2022

 10.69

 Approval
 of International Patent WO2021/099052 - Polysaccharides for Use in Treating Sars-Cov-2 Infections, dated May 12, 2022.

 10.70

 Approval
 of International Patent WO2021/099061 - Polysaccharides for IV Administration that Treat SARS-CoV-2 Infections, dated May 12, 2022.

 10.71

 Official
 USPTO Notice of Publication under 12(A) for the Trademark ProLectin

 10.72

 Form
 of Subscription Agreement.

 10.73

 Form of Private Purchase Agreement

 10.74

 Form of Subscription Agreement

 10.75

 Amendment to engagement letter with WallachBeth Capital LLC, dated May 8, 2023

 10.76

 Form of Closing Agreement with TRITON FUNDS LP, dated June 8, 2023

 10.77

 Amendment to Closing Agreement with TRITON FUNDS LP, dated August 2, 2023

 10.78

 Debt Modification Agreement with Note Holder, dated May 5, 2023

 10.79

 Form of Closing Agreement with TRITON FUNDS LP, dated September 18, 2023

 10.80

 Form of Option Agreement dated June 4, 2021

 10.81

 *

 8% Convertible Note of Bioxytran, Inc. to Lender in the Principal Amount of $61,500 dated March 15, 2024

 10.82

 *

 Securities Purchase Agreement between Bioxytran, Inc. and Lender, dated March 15, 2024

 14.1

 Code
 of Ethics

 16.1

 Letter
 from Pinnacle Accountancy Group of Utah, dated March 7, 2023 to the Securities and Exchange Commission regarding statements included
 in this Form 8-K.

 19.1

 Insider Trading Policy

 21.1

 Subsidiaries
 of the Registrant (Incorporated by reference as Exhibit 21.1 to the Company's Registration Statement on Form S-1 (File No.
 333-154912) filed with the SEC on November 29, 2018)

 21.2

 of Securities

 21.3

 to Subsidiary's Certificate of Corporation, dated April 29, 2020

 21.4

 of Incorporation Foreign (BVI) Subsidiary

 21.5

 of Incorporation Foreign (India) Subsidiary

 31.1

 *

 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2

 *

 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 **

 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 *

 The
 following financial statements from the Annual Report on Form 10-K of BIOXYTRAN, Inc. for the year ended December 31, 2023 formatted
 of Cash Flows (unaudited), and (iv) Notes to Condensed Financial Statements (unaudited), tagged as blocks of text.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *

 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

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 INC.

 Dated:
 March 22, 2024

 By:

 /s/
 David Platt

 David
 Platt

 President
 and Chief Executive Officer (Principal Executive Officer)

 /s/
 Ola Soderquist

 Ola
 Soderquist

 Chief
 Financial Officer, Secretary & Treasurer

 (Principal Accounting
 Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below this twenty-second day of March 2024, by
the following persons on behalf of the registrant and in the capacities indicated.

 Signature

 Title

 /s/
 David Platt, Ph. D.

 Chairman
 of the Board of Directors

 David
 Platt, Ph. D.

 /s/
 Dale H. Conaway, DVM

 Dale
 H. Conaway

 /s/
 Hana Chen-Walden, MD.

 Hana
 Chen-Walden, MD

 /s/
 Alan M. Hoberman, Ph. D.

 Alan
 M. Hoberman

 /s/
 Anders Utter

 Anders
 Utter

INC.

FINANCIAL STATEMENTS

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022

 TABLE
OF CONTENTS

 Page

 Report
 of Independent Registered Public Accounting Firm

 Financial
 Statements

 Balance
 Sheets for the years ended December 31, 2023 and December 31, 2022

 Statements
 of Operations for the years ended December 31, 2023 and December 31, 2022

 Statement
 of Changes in Stockholders' Deficit for the years ended December 31, 2023 and December 31, 2022

 Statement
 of Cash Flows for the years ended December 31, 2023 and December 31, 2022

 Notes
 to Financial Statements for the years ended December 31, 2023 and December 31, 2022

 – F-19

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the shareholders and the board of directors of Bioxytran, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Bioxytran, Inc. as of December 31, 2023 and 2022, the related statements
of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred
to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years
then ended, in conformity with accounting principles generally accepted in the United States.

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
3 to the financial statements, the Company's operating losses raise substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 /S/
 BF Borgers CPA PC

 BF
Borgers CPA PC (PCAOB ID 5041)

 We
have served as the Company's auditor since 2023

 Lakewood,
CO

 March
22, 2024

 F- 2

INC.

 CONSOLIDATED
BALANCE SHEETS

 DECEMBER
31, 2023 AND DECEMBER 31, 2022

 2023

 2022

 ASSETS

 Current assets:

 Cash

 $

 $

 Total current assets

 Intangibles, net

 111,552

 75,535

 Total assets

 $
 137,638

 $
 370,936

 LIABILITIES AND STOCKHOLDERS'
 DEFICIT

 Current liabilities:

 Accounts payable and accrued
 expenses

 $
 296,312

 $
 749,395

 Accounts payable related
 party

 2,000

 709,727

 510,284

 related party

 515,904

 38,400

 515,904

 38,400

 Loan from related party

 25,000

 —

 Convertible
 notes payable, net of premium and discount

 Total current liabilities

 3,249,500

 3,663,482

 Total liabilities

 3,249,500

 3,663,482

 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; 145,642,333 and 123,252,235 issued and outstanding as at December 31, 2023 and 2022, respectively

 145,642

 123,252

 Additional paid-in capital

 12,920,984

 8,392,430

 Non-controlling interest

 ( 680,886
)

 ( 590,628
)

 Accumulated
 deficit

 ( 15,497,602
)

 ( 11,217,600
)

 Total stockholders' deficit

 ( 3,111,862
)

 ( 3,292,546
)

 Total liabilities and
 stockholders' equity

 $
 137,638

 $
 370,936

 See
the accompanying notes to these consolidated financial statements

 F- 3

INC.

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022

 Year
 ended

 2023

 2022

 Operating expenses:

 Research and
 development

 $
 1,149,209

 $
 977,768

 General and administrative

 2,463,386

 933,742

 General and administrative
 related party

 10,000

 44,220

 expense

 197,552

 178,382

 Total operating expenses

 3,820,147

 2,134,112

 Loss from operations

 ( 3,820,147
)

 ( 2,134,112
)

 Other expenses:

 Interest expense

 ( 193,191
)

 ( 207,117
)

 Amortization of Intellectual
 Property

 ( 8,285
)

 ( 3,644
)

 Debt
 discount amortization

 ( 348,637
)

 ( 312,431
)

 Total other expenses

 ( 550,113
)

 ( 523,192
)

 Net loss before provision for income taxes

 ( 4,370,260
)

 ( 2,657,304
)

 Provision
 for income taxes

 —

 —

 Net loss

 ( 4,370,260
)

 ( 2,657,304
)

 Net loss attributable to
 the non-controlling interest

 90,258

 193,372

 NET
 LOSS ATTRIBUTABLE TO BIOXYTRAN

 $
 ( 4,280,002
)

 $
 ( 2,463,932
)

 Loss per common share,
 basic and diluted

 $
 ( 0.03
)

 $
 ( 0.02
)

 Weighted average number
 of common shares outstanding, basic and diluted

 134,224,825

 115,139,380

 See
the accompanying notes to these consolidated financial statements

 F- 4

INC.

 CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

 FOR
THE YEAR ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022

 Preferred

 Deficit

 (Deficit)

 Stock

 Preferred
 Stock

 Additional

 Paid
 in Capital

 Accumulated

 Non-controlling

 Total
 Shareholder's Equity

 Preferred

 Deficit

 (Deficit)

 January
 1, 2022

 110,840,998

 $

 110,841

 —

 —

 $

 5,881,876

 $

 —

 $

 ( 8,753,668

)

 $

 ( 397,256

)

 $

 ( 3,158,207

)

 Stock
 transactions

 1,556,250

 1,556

 -

 -

 648,444

 650,000

 Stock
 subscription

 —

 —

 30,000

 30,000

 issued related party - 2021 Plan

 280,000

 45,560

 45,840

 issued - 2021 Plan

 354,000

 92,828

 93,182

 issued for the conversion of notes payable and accrued interest

 6,081,484

 6,081

 1,514,290

 1,520,371

 Issuance
 of warrants

 —

 —

 190,335

 190,335

 Forfeiture
 of warrants

 —

 —

 ( 6,763)

 ( 6,763

)

 Conversion
 of warrants

 4,139,503

 4,140

 ( 4,140)

 —

 Net
 loss attributable to non-controlling interest

 ( 193,372

)

 ( 193,372

)

 Net
 loss

 -

 -

 -

 -

 -

 ( 2,463,932

)

 -

 ( 2,463,932

)

 31, 2022

 123,252,235

 $

 123,252

 —

 —

 $

 8,392,430

 $

 —

 $

 ( 11,217,600

)

 $

 ( 590,628

)

 $

 ( 3,292,546

)

 Balance

 123,252,235

 $

 123,252

 —

 —

 $

 8,392,430

 $

 —

 $

 ( 11,217,600

)

 $

 ( 590,628

)

 $

 ( 3,292,546

)

 Stock
 transactions

 4,630,870

 4,631

 -

 530,730

 535,361

 Stock
 subscription

 —

 —

 15,000

 15,000

 issued related party - 2021 Plan

 463,163

 112,776

 113,239

 issued - 2021 Plan

 534,815

 82,855

 83,390

 issued for the conversion of accounts payable related party

 12,588,303

 12,588

 2,938,091

 2,950,679

 issued for the conversion of accounts payable

 1,737,656

 1,738

 186,312

 188,050

 issued for the conversion of notes payable and accrued interest

 2,435,291

 2,435

 314,153

 316,588

 Issuance
 of warrants

 —

 —

 Net
 loss attributable to non-controlling interest

 ( 90,258

)

 ( 90,258

)

 Net
 loss

 -

 -

 -

 -

 -

 ( 4,280,002

)

 -

 ( 4,280,002

)

 31, 2023

 145,642,333

 $

 145,642

 —

 —

 $

 12,920,984

 $

 —

 $

 ( 15,497,602

)

 $

 ( 680,886

)

 $

 ( 3,111,862

)

 Balance

 145,642,333

 $

 145,642

 —

 —

 $

 12,920,984

 $

 —

 $

 ( 15,497,602

)

 $

 ( 680,886

)

 $

 ( 3,111,862

)

 See
the accompanying notes to these consolidated financial statements

 F- 5

INC.

 CONSOLIDATED
STATEMENT OF CASH FLOWS

 FOR
THE YEAR ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022

 Year
 Ended

 2023

 2022

 CASH FLOWS FROM OPERATING
 ACTIVITIES:

 Net loss

 $
 ( 4,370,260
)

 $
 ( 2,657,304
)

 Adjustments to reconcile
 net loss to net cash used in operating activities:

 Amortization of debt discount,
 incl. issuance of warrants

 312,431

 Amortization of Intellectual
 Property

 8,285

 3,644

 Stock-based compensation
 expense

 197,552

 178,382

 Interest paid in conversion
 of note payable

 51,588

 53,371

 Changes in operating assets and liabilities:

 Shares due for debt conversion

 500,000

 —

 Shares due for debt conversion
 related party

 485,904

 —

 Accounts payable and accrued
 expenses

 ( 265,033
)

 125,079
)

 Accounts
 payable related party

 2,267,952

 178,727

 Net cash used in operating activities

 ( 775,375
)

 ( 1,805,670
)

 CASH FLOWS FROM INVESTING
 ACTIVITIES:

 Investment
 in intangibles

 ( 44,301
)

 ( 32,247
)

 Net cash used in investing activities

 ( 44,301
)

 ( 32,247
)

 CASH FLOWS FROM FINANCING
 ACTIVITIES:

 Proceeds from issuance
 of convertible notes payable

 —

 1,380,960

 Proceeds
 from stock transactions

 680,000

 Net cash provided by financing activities

 2,060,960

 Net increase in cash

 ( 269,315
)

 223,043

 Cash, beginning of
 period

 72,358

 Cash, end of period

 $

 $

 SUPPLEMENTAL DISCLOSURES
 OF CASH FLOW INFORMATION:

 paid

 $
 52,425

 $
 104,850

 Income
 taxes paid

 —

 —

 NON-CASH INVESTING &
 FINANCING ACTIVITIES:

 Issuance of warrants

 190,335

 Forfeiture of warrants

 —

 ( 6,763
)

 Debt discount on convertible
 note

 —

 128,859

 Common shares issued for
 the conversion of notes payable and accrued interest

 316,588

 1,520,371

 Common shares issued for
 the conversion of accounts payable related party

 2,950,679

 —

 Common shares issued for
 the conversion of accounts payable

 $
 188,050

 $
 —

 See
the accompanying notes to these consolidated financial statements

 F- 6

INC.

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 AS
AT DECEMBER 31, 2023 AND DECEMBER 31, 2022

 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 in humans, which is a lack of oxygen to tissues, in a safe and efficient manner. If
it is not addressed, lack of oxygen to tissues, or hypoxia, results in necrosis, which is the death of cells comprising body tissue.
Necrosis cannot be reversed. Our lead drug candidate, code named BXT-25, is an oxygen-carrying small molecule consisting of bovine hemoglobin
stabilized with a co-polymer with intended applications to include treatment of hypoxic conditions in the brain resulting from stroke,
and hypoxic conditions in wounds to prevent necrosis and to promote healing. The Company's initial focus is the treatment of hypoxic
conditions in the brain resulting from stroke, and hypoxic conditions in wounds to prevent necrosis and to promote healing. The Company's
approach potentially will result in the creation of safe drug alternatives to existing therapies for effectively addressing hypoxic conditions
in humans. Our drug development efforts are guided by specialists in co-polymer chemistry and other disciplines, and we intend to supplement
our efforts with input from a scientific and medical advisory board whose members are leading physicians.

 Our
Subsidiary, Pharmalectin, Inc. ("Pharmalectin" or the "Subsidiary") is pursuing their work with a candidate named,
ProLectin, a complex polysaccharide derived from pectin that binds to, and blocks the activity of galectin-1, a type of galectin. Galectins
are a member of a family of proteins in the body called lectins. These proteins interact with carbohydrate sugars located in, on the
surface of, and in between cells. This interaction causes the cells to change behavior, including cell movement, multiplication, and
other cellular functions. The interactions between lectins and their target carbohydrate sugars occur via a carbohydrate recognition
domain, or CRD, within the lectin. Galectins are a subfamily of lectins that have a CRD that bind specifically to se. Galectins have
a broad range of functions, including regulation of cell survival and adhesion, promotion of cell-to-cell interactions, growth of blood
vessels, regulation of the immune response and inflammation. During viral infections galectins are upregulated and downregulated based
on the type of virus.

 Our
Foreign Subsidiary, Pharmalectin (BVI), Inc. ("Pharmalectin BVI") is the owner and custodian of the Company's Copyrights,
Trade Marks and Patents.

 Our
subsidiary, Pharmalectin India Pvt Ltd. ("Pharmalectin India") is managing the Company's local clinical research and
trials, and holds the local rights to commercialization.

 Organization

 Bioxytran,
Inc. was organized on October 5, 2017, as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a
C-Corporation with 95,000,000 authorized Common shares with a par value of $ 0.0001, and 5,000,000 Preferred shares with a par value of
$ 0.0001. On September 21, 2018, the Company went under a reorganization in the form of a reverse merger and is currently registered as
a Nevada corporation with a taxing structure for U.S. federal and state income tax as a C-Corporation with 300,000,000 authorized Common
shares with a par value of $ 0.001, and 50,000,000 Preferred shares with a par value of $ 0.001.

was organized on October 5, 2017, as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation
with 95,000,000 authorized Common shares with a par value of $ 0.0001, and 5,000,000 Preferred shares with a par value of $ 0.0001. The
Subsidiary was founded under the name of Bioxytran "Bioxytran (DE)". On April 29, 2021, the name was changed to Pharmalectin,
Inc. There are currently 29,410,000 issued and outstanding shares; 15,000,000 shares of Common Stock ( 51 %) are held by Bioxytran and
 14,410,000 shares of Common Stock ( 49 %) are held by an affiliate where the beneficial ownership includes Mike Sheikh, Ola Soderquist
and David Platt. Additionally, there are 1,358,466 options outstanding, held by a third party. The option agreement includes provisions
for dilutive issuance, cash-less exercise and a conditional conversion right to shares of Common Stock in Bioxytran at a fixed conversion
rate of 1.18864 shares per option share.

BVI was organized on March 17, 2022 as a British Virgin Islands (BVI) Business Corporation with a BVI corporate taxing structure with
 50,000 authorized shares with a par value of $ 1.00. There are currently 50,000 outstanding shares held by the Company.

India was organized on August 30, 2022 as an Indian Business Corporation with an India corporate
taxing structure with 50,000 authorized shares with a par value of 10 Rupees. There are currently 41,020 outstanding shares, whereof
 41,000 ( 99.95 %) are held by the Company.

 F- 7

 Basis
of Presentation

 The
summary of significant accounting policies presented below is designed to assist in understanding the Company's consolidated financial
statements. Such financial statements and accompanying notes are the representations of the Company's management, who are responsible
for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States
of America ("U.S. GAAP") in all material respects and have been consistently applied in preparing the accompanying consolidated
financial statements. The Company has not earned any revenue from operations since inception. The Company chose December 31 st
as its fiscal year end.

 Principles
of Consolidation

 The
accompanying consolidated financial statements include the accounts of Bioxytran, Inc. a Nevada Corporation, its majority owned subsidiary,
Pharmalectin, Inc. of Delaware (collectively, the "Company"), as well as its wholly owned subsidiaries, Pharmalectin (BVI),
Inc of British Virgin Islands and Pharmalectin India Pvt Ltd. All intercompany accounts have been eliminated upon consolidation.

 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 A
summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows.

 Cash

 For
purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three
months or less to be cash equivalents.

 Use
of Estimates

 The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amount of expenses during the reporting period. Significant estimates include the fair value of the Company's stock, stock-based
compensation and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

 Net
Loss per Common Share, basic and diluted

 The
Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share ("ASC 260-10").
Net loss per common share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during
the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all
potentially dilutive securities into Common Stock using the "treasury stock" and/or "if converted" methods as
applicable.

 At
December 31, 2023, we would, based on the market price of $ 0.15 /share, be obligated to issue approximately 16,336,608 shares of Common
Stock upon conversion of the currently outstanding convertible notes (the "2021 Notes") and 1,342,030 shares upon exercise
of outstanding warrants and 335,000 shares upon exercise of outstanding stock options. For the New Notes, the shares total is based on
$ 2,123,759 of currently outstanding principal and unpaid interest. At December 31, 2022, we would,
based on the market price of $ 0.48 /share, be obligated to issue approximately 17,689,085 shares of Common Stock upon conversion
of the currently outstanding convertible notes (the "New Notes") and 492,030 shares upon exercise of the warrants and 524,000
shares upon exercise of outstanding stock options. For the New Notes, the shares total is based on $ 2,299,581 of currently outstanding
principal and unpaid interest.

 The
2021 1-year notes (the "2021 Notes"), extended thorough May 2023, have an interest rate of 6% and are convertible at the
lower of (i) a fixed price of $0.13, or (ii) if the market price at the date of conversion is below $0.13, the conversion
price will be reduced with 120% of the price difference.

 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 in the
same expense classifications in the statements of operations, as if such amounts were paid in cash.

 F- 8

 Income
Taxes

 The
Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or be settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more
likely than not that some portion of the gross deferred tax asset will not be realized. The Company records interest and penalties related
to income taxes as a component of provision for income taxes. The Company did not recognize any interest and penalty expense for the
years ended December 31, 2023 and 2022.

 On
December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act
that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred
tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year
in which the change was signed into law. Accordingly, the Company adjusted its deferred tax assets and liabilities at December 31, 2017,
using the new corporate tax rate of 21 percent. See Note 10.

 Research
and Development

 The
Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and
Development ("ASC 730-10"). Under ASC 730-10, all research and development costs must be charged to expense as incurred.
Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed
when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored
research and development costs related to both present and future products are expensed in the period incurred. During the year ended
December 31, 2023 the Company incurred $ 1,149,209 in research and development expenses, while during the year ended December 31, 2022
the Company incurred $ 977,768.

 Intangibles
– Goodwill and Other

 Valuation
of intangibles are in accordance with ASC 350. Costs associated with the application and award of patents in the U.S. and various other
countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at award date, which varies
depending on the pendency period of the application, generally approximating seventeen years. Capitalized patent costs, also referred
to as patent prosecution costs, include internal legal labor, professional legal fees, government filing fees and translation fees related
to expanding the Company's patent portfolio. Costs associated with the maintenance and annuity fees of patents are accounted for
as prepaid assets at the time of payment and amortized over the shorter of the maintenance period or remaining life of the related patent.

 Accrued
Expenses

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

 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.

 F- 9

 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

 There
were various updates recently issued, most of which represented technical corrections to the accounting literature or application to
specific industries and are not expected to a have a material impact on the Company's financial position, results of operations
or cash flows.

 NOTE
3 – GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS

 As
at December 31, 2023, the Company had cash of $ 26,086 and a negative working capital of $ 3,223,414. As at December 31, 2023, the Company
has not yet generated any revenues, and has incurred cumulative net losses of $ 15,497,602. These conditions raise substantial doubt about
the Company's ability to continue as a going concern.

the year ended December 31, 2023, the Company raised $ 550,361 in private placements. During the same period in 2022, the Company raised
$ 550,361 in private placements and $ 1,380,960 from issuance of convertible notes. The Company is aware that its current cash on hand
will not be sufficient to fund its projected operating requirements through the month of May 2023 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 consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of
the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying
amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement
values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

 NOTE
4 - RELATED PARTY TRANSACTIONS

 The
Company hold 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 in the officers of the Company hold a majority interest.
The products were developed prior to the establishment of Bioxytran. The maintenance cost for each license amounts to $ 5,000 yearly.
In 2022, the Company also reimbursed the affiliates for the legal and administrative costs surrounding the establishment of the Licenses
for a total amount of $ 34,220.

 F- 10

 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 years ended December 31, 2023 and 2022.

 Amortization
of capitalized patent costs associated with the application and award of patents in the U.S. and various other countries are capitalized
and amortized on a straight-line basis over the term of the patents as determined at the award date, which varies depending on the pendency
period of the application, generally approximating seventeen years. The current patent application is still in process, and is therefore
not yet amortized.

OF INTANGIBLES

 Estimated
 Remaining
 Life
 (years)

 2023

 2022

 Capitalized patent costs

 $
 123,480

 $
 79,179

 Accumulated amortization

 ( 11,929
)

 ( 3,644
)

 Intangible assets,
 net

 $
 111,552

 $
 75,535

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

 On
December 31, 2023, there was $ 2,000 in Accounts Payables to related parties in form of payroll and advanced expenses. On December 31,
2022 there was $ 709,727 in Accounts Payables to related parties.

 The
following table represents the major components of accounts payables and accrued expenses and other current liabilities at December 31,
2023 and 2022:

OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 2023

 2022

 Accounts payable related party
 (1)

 $
 2,000

 $
 709,727

 Professional fees

 70,895

 393,085

 223,759

 134,581

 Payroll taxes

 —

 40,182

 Pension/401K

 —

 180,557

 Other accounts payable

 1,658

 Un-issued shares related party (2)

 515,904

 38,400

 Un-issued shares

 510,284

 Loan from Related Party (3)

 25,000

 —

 Convertible note payable

 Total

 $
 3,249,500

 $
 3,663,482

 (1)

 $ 2,000
 due to the CFO in expenses at December 31, 2023, while there was $ 286,900 to the CEO, $ 269,400
 to the CFO and $ 153,427 to the CCO in salary and expenses at December 31, 2022.

 (2)

 The
 amount is to be converted into shares of Common Stock whereof $ 30,000 is to our Directors
 for their attendance in board and committee meetings during the fourth quarter of 2023 and
 $ 485,904 to the Company's officers for conversion of outstanding salaries and expenses.

 (3)

 On
 September 23, 2023, the Company received an interest free loan from an affiliated Company.

 NOTE
7 – CONVERTIBLE NOTES PAYABLE

 Private
Placement, 2021 Notes currently outstanding

 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) if the market price at the date of conversion is below $0.13, the conversion
price will be reduced with 120% of the price difference.

 F- 11

 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 at 120 % was included and the Notes extended
until April 30, 2024.

 At
December 31, 2023 and 2022, the outstanding convertible notes were as follows:

OF OUTSTANDING CONVERTIBLE NOTES

 Name

 Principal
 due

 Accrued
 interest

 Total

 amount due

 31, 2022

 Notes sold in exchange for cash

 (1)

 $
 1,165,000

 $
 34,471

 $
 1,199,471

 Note issued in exchange
 for defaulted Old Notes

 (2)

 1,000,000

 100,110

 1,100,110

 $

 $
 134,581

 $
 2,299,581

 31, 2023

 Notes sold in exchange for cash

 (3)

 $
 900,000

 $
 63,814

 $
 963,814

 Note issued in exchange
 for defaulted Old Notes

 1,000,000

 159,945

 1,159,945

 $

 $
 223,759

 $
 2,123,759

 (1)

 Net
cash received for 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).

 (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.

 (3)

 2023 a total of $ 316,588 (whereof $ 51,588 in interest) was converted into 2,435,291 shares of Common Stock.

 Private
Placement, 2022 Notes converted into Common Stock

 In
January, 2022, we entered into thirty-four (34) Securities Purchase Agreements (the "2022 SPA's"), with accredited
investors, under which we agreed to sell the Notes, in an aggregate principal amount of $ 1,467,000 with 6 % interest (the "2022
Notes") to the holders of the 2022 Notes (the "2022 Holders").

 At
any time after the issue date of the 2022 Notes the 2022 Holders have the option to convert all or any part of the outstanding and unpaid
principal amount and accrued and unpaid interest of the Notes into shares of our Common Stock at the Conversion Price. The "Conversion
Price" is set to $ 0.25 per share.

 The
2022 Holders are limited to holding a total of 4.99 % of our issued and outstanding Common Stock at any one time. The Common Stock underlying
the 2022 Notes, when issued, bear a restrictive legend and are currently eligible for resale under Rule 144.

 The
notes principal and accrued interest were fully converted into 6,081,484 shares of Common Stock on August 31, 2022.

OF CONVERTIBLE CONVERSION OF ACCRUED INTEREST AND PRINCIPAL

 Name

 Principal
 Converted

 Accrued
 interest converted

 No.
 of shares issued

 Private
 Placement, 2022 Notes

 (1)

 $
 1,467,000

 $
 53,371

 6,081,484

 (1)

 Net
 cash received for these notes were $ 1,380,960, after a Debt Discount of $ 86,040 was paid to the sole Placement Agent: WallachBeth
 Capital, LLC (Member FINRA / SIPC).

 F- 12

 NOTE
8 – STOCKHOLDERS' EQUITY

 Preferred
stock

 As
at December 31, 2023 and 2022, no Preferred shares have been designated or issued.

stock

 Issuances
 in 2022

 On
 August 15, 2022 1,400,000 shares were sold in a private placement for an amount of $ 600,000, or $ 0.43 /share.

 On
 August 31, 2022, 6,081,484 shares of Common Stock were issued against convertible notes with a principal of $ 1,467,000 and an accrued
 interest of $ 53,371, or $ 0.25 /share.

 On
 September 8, 2022, 4,139,503 shares of Common Stock were issued in exchange against four outstanding warrants including provisions
 for dilutive issuance and cashless exercise.

 On
 November 28, 2022, 156,250 shares were sold in a private placement for an amount of $ 50,000, or $ 0.32 /share.

 For
 the year ended December 31, 2022, a net of 634,000 shares of Common Stock were awarded, at an average cost per share of $ 0.22, under
 the 2021 Stock Plan for a total value of $ 139,022.

 Stock
 subscription 2022

 On
 December 29, 2022, the company received $ 30,000 in a private placement at $ 0.32 /share. At December 31, 2022, the amount is included
 in Stockholders Equity as Stock Subscription.

 Issuances
 in 2023

 On
 January 4, 2023 the Company issued 93,750 shares of Common Stock against $ 30,000 included in Stockholders Equity as Stock Subscription
 at December 31, 2022, or $ 0.32 /share.

 On
 February 10, 2023 the Company issued 156,250 shares of Common Stock against $ 50,000, or $ 0.32 /share.

 On
 April 14, 2023 the Company issued 137,656 shares of Common Stock were against third-party supplier invoices amounting to $ 44,050,
 or $ 0.32 /share.

 On
 April 14, 2023 the Company issued 6,763,562 shares of Common Stock to offset the affiliate against invoices paid on behalf of the
 Company and accrued salaries to our Officers, for a total value of $ 2,164,340., or $ 0.32 /share.

 On
 April 18, 2023 the Company issued 78,125 shares of Common Stock against $ 25,000, or $ 0.32 /share.

 On
 May 15, 2023 the Company issued 114,286 shares of Common Stock against $ 40,000, or $ 0.32 /share.

 On
 May 17, 2023 the Company issued 522,138 shares of Common Stock in a conversion a note for a value of $ 67,878 in principal and interest,
 or $ 0.13 /share.

 On
 June 26, 2023 the Company issued 803,292 shares of Common Stock in a conversion a note for a value of $ 104,428 in principal and interest,
 or $ 0.13 /share.

 On
 July 26, 2023, the Company issued 500,000 shares of Common Stock against $ 100,000, or $ 0.20 /share.

 On
 August 21, 2023, 1,612,903 shares of Common Stock were sold on an S-1 for the amount of $ 145,161, or $ 0.09 /share.

 On
 August 21, 2023, 1,600,000 shares of Common Stock were exchanged for invoices in the amount of $ 145,000, or $ 0.09 /share.

 On
 August 25, 2023, 505,186 shares of Common Stock were sold in a private placement for the amount of $ 68,200, or $ 0.135 /share.

 On
 August 30, 2023 the Company issued 1,109,861 shares of Common Stock in a conversion a note for a value of $ 144,282 in principal and
 interest, or $ 0.13 /share.

 On
 September 14, 2023, 5,824,741 shares of Common Stock were exchanged by the Company's officers for invoices and salary past
 due in the amount of $ 786,340, or $ 0.135 /share.

 On
 September 19, 2023, the Company issued 200,000 shares of Common Stock against $ 27,000, or $ 0.135 /share.

 On
 September 19, 2023, the Company issued 370,370 shares of Common Stock against $ 50,000, or $ 0.135 /share.

 On
 October 16, 2023 1,000,000 shares were issued in an anticipated S-1 sale. The shares were returned to treasury on January 19, 2024,
 but are at year end included in the Common Stock and reversed in Additional Paid in Capital ("APIC") at par, $ 0.001.

 For
 the year ended December 31, 2023, a net of 997,978 shares of Common Stock were awarded, at an average cost per share of $ 0.197, under
 the 2021 Stock Plan for a total value of $ 196,628.

 Stock
 subscription 2023

 On
 December 22, 2023, the company received $ 45,000 in a private placement at $ 0.135 /share. At December 31, 2023, the amount is included
 in Stockholders Equity as Stock Subscription.

 As
at December 31, 2023, the Company has 145,642,333 shares of Common Stock issued and outstanding. At December 31, 2022 there were 123,252,235
shares of Common Stock issued and outstanding.

 F- 13

Stock Warrants

 The
fair value of stock warrants granted for the year ended December 31, 2023 and 2022 was calculated with the following assumptions:

 SCHEDULE OF STOCK WARRANTS VALUATION ASSUMPTIONS

 2023

 2022

 Risk-free interest rate

 4.29
 – 4.95
 %

 1.37
 – 4.45
 %

 Expected dividend yield

 %

 %

 Volatility factor (monthly)

 149.39
 %

 155.52
 %

 Expected life of warrant

 years

 years

 For
the year ended December 31, 2023 the Company awarded 800,000 warrants, valued at $ 348,637. For the year ended December 31, 2022 the Company
awarded 492,030 warrants, valued at $ 190,335, while 22,000 warrants were retired, valued at $ 6,763, and 4,139,503 shares of Common Stock
were issued in a cashless exercise.

 The
following table summarizes the Company's Common Stock warrant activity for the year ended December 31, 2023 and 2022:

 SCHEDULE OF WARRANT ACTIVITY

 of
 Warrants *

 Exercise Price

 Remaining
 Expected Term

 Outstanding as at January 1, 2022

 272,000

 2.00

 3.7

 492,030

 0.26

 5.0

 Exercised

 ( 200,000
)

 2.00

 —

 Forfeited/Cancelled

 ( 22,000
)

 2.00

 —

 Outstanding as at December 31, 2022

 542,030

 $
 0.42

 4.1

 800,000

 0.20

 5.0

 Exercised

 —

 —

 —

 Forfeited/Cancelled

 —

 —

 —

 Outstanding as at December 31, 2023

 1,342,030

 $
 0.29

 3.8

 *

 The
 warrant agreements issued in 2019 for a total of 50,000 warrants include 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 $ 0.09, or 817,622 shares in a cash-less exercise.
 In order to mitigate the Company's risk an administrative hold has been placed on one shareholder's stock in the event
 of future exercise.

 The
following table summarizes information about stock warrants that are vested or expected to vest at December 31, 2023 with a market price
of $ 0.15 at December 31, 2023:

OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS

 Warrants

 Exercisable
 Warrants

 of Warrants

 Exercise
 Price
 Per Share

 Average Remaining Contractual Life (Years)

 Aggregate
 Intrinsic Value

 of Warrants

 Average Exercise Price Per Share

 Average Remaining Contractual Life (Years)

 Aggregate
 Intrinsic
 Value

 1,342,030

 $
 0.29

 3.8

 $
 —

 1,342,030

 $
 0.29

 3.8

 $
 —

 The
weighted-average remaining contractual life for warrants exercisable at December 31, 2023 is 3.8 years. The aggregate intrinsic value
for fully vested, exercisable warrants was $ 0 at December 31, 2023.

 The
following table sets forth the status of the Company's non-vested warrants as at December 31, 2023, there were no warrants issued
for the year ended at December 31, 2022.

OF NON-VESTED WARRANTS

 of Warrants

 Weighted-
 Average Grant-Date Fair Value per share

 Non-vested as at December 31, 2022

 —

 $
 —

 800,000

 0.20

 Forfeited/Cancelled

 —

 —

 Vested

 800,000

 0.20

 Non-vested as at December 31, 2023

 —

 $
 —

 F- 14

 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.

 As
at December 31, 2023, there were 335,000 outstanding stock options valued at historic fair market value of $ 155,505 and a cumulative
 5,288,687 shares issued valued at a fair historic market value of $ 99,910 at the time of award. As at December 31, 2022, there was "The
2010 Stock Plan" under this plan there were 524,000 outstanding stock options with a fair historic market value of $ 173,362 and
a cumulative 4,290,709 shares issued with a negative ( historically awarded "expensive" stock was returned to treasury
in 2021) fair historic market value of $ 97,272 at the time of award.

 Under
the terms of the stock plans, 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 may be directly
issued under the Plan (without any intervening options). Stock Awards may be issued which are fully and immediately vested upon issuance.

Awarded and Issued 2021 Plan:

 awarded in 2022

 On
 January 10, 2022, the Company granted 40,000 shares of Common Stock to four Board Members in reward of their attendance at Board
 and Committee meetings during the fourth quarter of 2021. The total fair market value at the time of the award was $ 6,400, or $ 0.16 /share.
 The shares were issued on August 1, 2022

 On
 February 18, 2022, the Company granted 100,000 shares of Common Stock to two Consultants in reward of their assistance for the product
 development and our clinical trials in India. The total fair market value at the time of the award was $ 16,000, or $ 0.16 /share. The
 shares were issued on August 1, 2022

 On
 April 1, 2022, the Company granted 10,000 shares to a Medical Advisory Board Member for her contribution to the Company during the
 first quarter of 2022. The total fair market value at the time of the award was $ 1,730, or $ 0.173 /share. The shares were issued on
 August 1, 2022

 On
 April 1, 2022, the Company granted 70,000 shares to four Board Members in reward of their attendance at Board and Committee meetings
 during the first quarter of 2022. The total fair market value at the time of the award was $ 12,110, or $ 0.173 /share. The shares were
 issued on August 1, 2022.

 On
 April 11, 2022, the Company granted 250,000 shares to three Consultants for the management of our clinical trials in India. The total
 fair market value at the time of the award was $ 43,250, or $ 0.173 /share. The shares were issued on August 1, 2022.

 On
 August 1, 2022, the Company issued 82,000 shares to four Board Members in reward of their attendance at Board and Committee meetings
 during the second quarter of 2022. The total fair market value at the time of the award was $ 26,240, or $ 0.32 /share.

 On
 October 28, 2022, the Company granted 82,000 shares to four Board Members in reward of their attendance at Board and Committee meetings
 during the third quarter of 2022. The total fair market value at the time of the award was $ 33,292, or $ 0.406 /share. The shares were
 issued on December 19, 2022.

 awarded in 2023

 On
 April 19, 2023, the Company issued 110,000 shares, with an average fair market value of $ 0.46 /share at the time of award, to four
 members of the Board of Directors as compensation for their participations of Board and Committee meetings in the fourth quarter
 of 2022 and in the first quarter of 2023, for a total of $ 50,200.

 On
 April 19, 2023, the Company granted 4,000 shares with an average fair market value of $ 0.45 /share to a Scientific Advisory Board
 Member for his contribution in the fourth quarter of 2022 and in the first quarter of 2023, for a total of $ 1,790.

 On
 August 4, 2023, the Company issued 120,000 shares, with an average fair market value of $ 0.15 /share at the time of award, to three
 members of the Board of Directors as compensation for their participations of Board and Committee meetings in the second quarter
 of 2023, for a total of $ 17,940.

 On
 August 4, 2023, the Company granted 477,000 shares with an average fair market value of $ 0.15 /share to a Scientific Advisory Board
 Members and consultants for their contribution in the second quarter of 2022 and in the first quarter of 2023, for a total of $ 71,312.

 On
 October 27, 2023, the Company issued 233,163 shares, with an average fair market value of $ 0.193 /share at the time of award, to three
 members of the Board of Directors as compensation for their participations of Board and Committee meetings in the third quarter of
 2023, for a total of $ 45,000.

 On
 October 27, 2023, the Company granted 53,815 to three (3) advisory board members for their contribution during the third quarter
 of 2023 at a value of $ 10,386, or $ 0.193 /share.

 F- 15

 Un-issued
 shares

 At
 December 31, 2023, there are accruals of 211,269 shares to the Board of Directors as compensation for their participations of Board
 and Committee meetings in the fourth quarter of 2023 at a value of $ 30,000, or $ 0.142 /share.

 At
 December 31, 2023, there are accruals of 72,423 to three (3) advisory board members for their contributions during the fourth quarter
 of 2023 at a value of $ 10,284, or $ 0.142 /share.

 For
the year ended December 31, 2023, the Company recorded stock-based compensation expense of $ 197,552 in connection with share-based payment
awards. For the year ended December 31, 2022, the Company recorded stock-based compensation expense of $ 178,382 in connection with share-based
payment awards.

 Total
number of shares awarded from the 2021 Plan

OF FAIR MARKET VALUE

 of

 Fair
 Value
 per Share

 Market Value per Share

 Shares Issued as of January 1, 2022

 3,656,709

 $ 0.001
 – 0.55

 $
 ( 0.06
)

 Shares Issued

 634,000

 0.16
 – 0.41

 0.22

 Shares Issued as of December 31, 2022

 4,290,709

 $ 0.001
 – 0.55

 $
 ( 0.02
)

 Shares Issued

 997,978

 0.15
 – 0.48

 0.20

 Shares Issued as of December 31, 2023

 5,288,687

 $ 0.001
 – 0.55

 $
 0.02

 Stock
options granted and vested 2021 Plan:

 For
the year ended December 31, 2023, there were no options awarded under the 2021 Stock Plan. However, 189,000 options were forfeited. For
the year ended December 31, 2022, there were no options awarded under the 2021 Stock Plan. However, 144,000 options were forfeited.

 As
at December 31, 2023, there was no unrecognized compensation expense related to non-vested stock option awards. The following table summarizes
the Company's stock option activity for the year ended December 31, 2023 and 2022:

OF STOCK OPTIONS ACTIVITY

 of

 Exercise
 Price

 per Share

 Exercise Price per

 Share

 as of January 1, 2022

 668,000

 $

 0.001
 - 1.21

 $

 0.71

 —

 0.001
 - 0.20

 0.20

 Exercised

 —

 —

 —

 forfeited/cancelled

 ( 144,000

)

 0.31
 – 1.21

 0.81

 as of December 31, 2022

 524,000

 $

 0.001
 – 0.95

 $

 0.44

 —

 —

 —

 Exercised

 —

 —

 —

 forfeited/cancelled

 ( 189,000

)

 0.001
 – 0.32

 0.09

 as of December 31, 2023

 335,000

 $

 0.001
 – 0.95

 $

 0.62

 The
following table summarizes information about stock options that are vested or expected to vest at December 31, 2023:

OF STOCK OPTION VESTED

 Exercisable

 Exercise
 Price

 of Options

 Average Exercise Price Per Share

 Average Remaining Contractual Life (Years)

 Aggregate
 Intrinsic Value

 of Options

 Average Exercise Price Per Share

 Average Remaining Contractual Life (Years)

 Aggregate
 Intrinsic Value

 $
 0.001

 $
 0.001

 0.83

 $
 6,750

 $
 0.001

 0.83

 $
 6,750

 0.19

 0.19

 0.58

 —

 0.19

 0.58

 —

 0.20

 0.20

 0.34

 —

 0.20

 0.34

 —

 0.95

 200,000

 0.95

 0.51

 —

 200,000

 0.95

 0.51

 —

 $ 0.001 - 0.95

 335,000

 $
 0.62

 0.54

 $
 6,750

 335,000

 $
 0.62

 0.54

 $
 6,750

 The
weighted-average remaining estimated life for options exercisable at December 31, 2023, is 0.54 years.

 F- 16

 The
aggregate intrinsic value for fully vested, exercisable options was $ 6,750 at December 31, 2023. The actual tax benefit realized from
stock option exercises for the year ended at December 31, 2023 and 2022, was $ 0 as no options were exercised.

 As
at December 31, 2023, the Company has 17,920,314 options or stock awards available for grant under the 2021 Plan.

 NOTE
10 – NON-CONTROLLING INTEREST

OF NON CONTROLLING INTEREST

 2023

 2022

 Net loss Subsidiary

 ( 333,630
)

 ( 817,151
)

 Net loss attributable
 to the non-controlling interest

 90,258

 193,372

 Net loss affecting Bioxytran

 ( 243,372
)

 ( 623,780
)

 Accumulated losses

 ( 3,927,917
)

 ( 3,594,287
)

 Accumulated losses attributable
 to the non-controlling interest

 841,836

 751,578

 Accumulated losses affecting Bioxytran

 ( 3,086,081
)

 ( 2,842,709
)

 Net equity non-controlling interest

 ( 680,886
)

 ( 590,628
)

 As
at December 31, 2023, are 29,410,000 issued and outstanding shares; 15,000,000 Common shares ( 51 %) are held by Bioxytran and 14,410,000
Common shares ( 49 %) are held by an affiliate where the
beneficial ownership includes Mike Sheikh, Ola Soderquist and David Platt.

 Further,
an additional 1,358,466 options exercisable at $ 0.33 are held by a third party. The
option agreement includes provisions for dilutive issuance, cash-less exercise and a conditional conversion right to shares of Common
Stock in Bioxytran at a fixed conversion rate of 1.18864 shares per option share if Bioxytran's ownership gets below 51 %. If
exercised at December 31, 2023, the provisions would have resulted in an issuance of 6,021,967 shares of Common Stock in Bioxytran at
an average conversion price of $ 0.08849, or 4,541,801 shares in a cash-less exercise.

 NOTE
11 – PROVISION FOR INCOME TAXES

 Provision
for Income Taxes

the year ended December 31, 2023 and 2022, no provision for income taxes was recorded as the Company generated net operating losses.

 The
tax effects of temporary differences that give rise to deferred tax assets are presented below:

 SCHEDULE OF DEFERRED TAX ASSETS

 2023

 2022

 Deferred Tax Assets:

 Net operating
 loss carryforward

 $
 13,500,000

 $
 9,258,562

 Total deferred tax assets

 2,835,000

 1,944,298

 Valuation allowance

 ( 2,835,000
)

 ( 1,944,298
)

 Deferred tax asset,
 net of valuation allowance

 $
 —

 $
 —

 A
reconciliation of the statutory federal income tax rate to the Company's effective tax rate is as follows:

 SCHEDULE OF EFFECTIVE TAX RATE

 Tax benefit at federal statutory
 rate

 ( 21.0
)%

 ( 21.0
)%

 The
Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation
allowance is established. Based upon the Company's history of losses since inception, management believes that it is more likely
than not those future benefits of deferred tax assets will not be realized.

 F- 17

 At
December 31, 2023, the Company had approximately $ 13,500,000 of federal net operating losses that may be available to offset future taxable
income, At December 31, 2022, the Company had approximately $ 9,258,562 of federal net operating losses that may be available to offset
future taxable income. $ 2,870 of the net operating loss carry forwards (NOL), if not utilized, will expire in 2037 for federal purposes,
the remaining amount of NOL can be carried forward indefinitely. As at the fiscal year 2023, a deduction for issued warrants and stock
options and restricted shares awarded from the 2021 Stock Plan for a total of $ 2,000,000 has not yet been made, for the fiscal year 2022
this total was $ 1,959,000. The market value less exercise price for these awards will be deducted if and when the warrants and stock
options are exercised, while the restricted shares will be deducted at market value at the date they were awarded, once the restriction
is removed.

 Pursuant
to the Internal Revenue Code Section 382 ("Section 382"), certain ownership changes may subject the net operating loss carryforwards
("carryforwards") and research and development tax credit carryforwards to annual limitations which could reduce or defer
the carryforwards. Section 382 imposes limitations on a corporation's ability to utilize carryforwards if it experiences an ownership
change. An ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation
by more than 50 percentage points over a three-year period. In the event of an ownership change, utilization of the carryforwards would
be subject to an annual limitation under Section 382 determined by multiplying the value of its stock at the time of the ownership change
by the applicable long-term tax-exempt rate. Any unused annual limitation may be carried over to later years. The imposition of this
limitation on its ability to use the carryforwards to offset future taxable income could cause the Company to pay U.S. federal income
taxes earlier than if such limitation were not in effect and could cause such carryforwards to expire unused, reducing or eliminating
the benefit of such carryforwards. The Company has not completed a Section 382 study to determine if there have been one or more ownership
changes due to the costs associated with such a study. Until a study is completed and the extent of the limitations, if any, is able
to be determined, no additional amounts have been written off or are being presented as an uncertain tax position.

 On
December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the "Tax
Act"). The Tax Act establishes new tax laws that affects 2019 and future years, including a reduction in the U.S. federal corporate
income tax rate to 21 %, effective January 1, 2019.

 The
Company applies the provisions of ASC 740-10, Income Taxes. The Company has not recognized any liability for unrecognized tax benefits
and does not believe there is any uncertainty with respect to its tax position. The Company's policy with respect to unrecognized
tax benefits is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

 The
Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business,
the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending income tax
examinations. Earlier years may be examined to the extent that tax credit or net operating loss carryforwards are used in future periods.
The Company's policy is to record interest and penalties related to income taxes as part of its income tax provision.

 NOTE
12 – 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;

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.

 At
present, there is no other pending litigation or proceeding involving any of our Directors, Officers or employees as to which indemnification
is sought, nor are we aware of any threatened litigation or proceeding that may result in claims for indemnification.

 F- 18

 NOTE
13 – 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:

Stock

 2021
 Stock Plan Reset

 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 are 20,854,918 shares in Common Stock awards available for grant.

 Stock
 returned to treasury

 On
 January 19, 2024, the Company returned 1,000,000 shares of Common Stock into treasury. The shares outstanding at year end were included
 in the value of Common Stock and reversed in Additional Paid in Capital ("APIC") at par, $ 0.001.

 Stock
 subscription

 On
 January 17, 2024, the Company issued 333,333 shares of Common Stock at a value of $ 45,000, or $ 0.135 /share. The shares were included
 as subscribed stock (APIC) in the financial statements at December 31, 2023.

 Conversions
 of Notes, Options/Warrants and Debt

 On
 January 18, 2024, the Company issued 3,703,704 shares of Common Stock at a value of $ 500,000, or $ 0.135 /share. The shares were included
 as un-issued shares liability in the financial statements at December 31, 2023, after a conversion of accounts payable on October
 17, 2023.

 On
 January 22, 2024, the Company issued 8,950,474 shares of Common Stock in conversion of a note of $ 1,000,000 and $ 163,562 in interest,
 or $ 0.13 /share.

 On
 January 22, 2024, the Company issued 4,356,778 shares of Common Stock in a cash-less exercise in exchange for 5,066,264 shares in
 Pharmalectin, Inc. at a fixed conversion rate at 1.18864 shares of Common Stock. The conversion cancels 1,358,466 option shares in
 Pharmalectin Inc., with provisions for dilutive issuance and cash-less exercise.

 Conversions
 of Notes, Options/Warrants and Debt related party

 On
 January 18, 2024, the Company issued 3,599,289 shares of Common Stock at a value of $ 485,904, or $ 0.135 /share. The shares were included
 as un-issued shares liability related party in the financial statements at December 31, 2023, after a conversion of salary and accounts
 receivable on October 17, 2023.

 On March 20, 2024, the Company issued 906,618 shares of Common Stock against
a principal of $ 100,000 from the remaining 2021 Note.

 Sale
 of Convertible Promissory Note

 On
 March 15, 2024, the Company sold a convertible promissory note (the "2024 Note") in a principal amount of $ 61,500
 with 8 %
 interest to the lender. The Notes maturity date is March 15, 2025.

 At
 any time after the issue date of the notes, the holder of the note, have the option to convert all or any part of the outstanding
 and unpaid principal amount and accrued and unpaid interest of the note into shares of our Common Stock at a conversion price of
 $ 0.13 /share. The underlying shares are currently eligible for resale under Rule 144.

 Management
sees no further subsequent events requiring disclosure.

 F- 19