Weare a reporting company under Section 13 of the Securities Exchange Act of 1934, as amended.

Asfiled with the Securities and Exchange Commission on November 29, 2018

RegistrationNo. 333-154912

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT OF 1933

BIOXYTRAN,INC.

(Exactname of registrant as specified in its charter)

233Needham Street

Suite300

Newton,MA 02464

617-454-1199

(Address,including zip code, and telephone number, including area code, of registrant’s principal executive offices)

DavidPlatt, PhD

Chairman

233Needham Street

Suite300

Newton,MA 02464

617-454-1199

(Name,address, including zip code, and telephone number, including area code, of agent for service)

Copiesto:

LawOffice of R.J. Newman, PC
1872 Pleasantville Road, Suite 177
Briarcliff Manor, NY 10510
(914) 762-4265

Approximatedate of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declaredeffective.

Ifany of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933, check the following box. ☐

Ifthis form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering. ☐

Ifthis form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifdelivery of the Prospectus is expected to be made pursuant to Rule 434, check the following box. ☐

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany., or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATIONOF REGISTRATION FEE

TheRegistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date untilthe Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter becomeeffective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shallbecome effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORYNOTE

Thisregistration statement contains two forms of prospectus, as set forth below.

ThePublic Offering Prospectus and the Selling Stockholder Resale Prospectus will be substantively identical in all respects exceptfor the following principal points:

Theinformation in this prospectus is not complete and may be changed. The Company may not sell these securities until the registrationstatement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securitiesand it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subjectto Completion, dated November     , 2018

 PreliminaryProspectus

 Bioxytran,Inc.

 10,000,000Shares of Common Stock

Thisprospectus relates to the sale of up to 10,000,000 shares of our common stock, par value $0.001 per share, or the Common Stock,by the Company. We expect the public offering price to be $1.00 per share.

Thisoffering is self-underwritten and conducted on a “Best Efforts No Minimum” basis and will end six months from thedate that the registration statement is effective. No arrangement has been made to escrow funds received from the stock salespending the completion of the offering. In that regard, proceeds from sales of the common stock will be delivered directly tothe Company as sales occur. Directly funding the Company from the common stock sales exposes investors to significant risks. See“Plan of Distribution.” Because the offering has no set minimum and there is no plan to escrow the offeringproceeds, the Company may fail to raise enough capital to fund its business plan and operations and it’s possible that investorsmay lose substantially all of their investment. No underwriter or person has been engaged to facilitate the sale of shares ofcommon stock in this offering. There are no underwriting commissions involved in this offering. The Company does not intend tosell any specific minimum number or dollar amount of securities but will use its best efforts to sell the securities offered.

Ourcommon stock is listed on OTC Markets (Pink) and is traded under the symbol BIXT. On November19, 2018, the last reported sale price of our common stock as reported on the OTC Markets (Pink) was $0.75 per share; however,we have a limited trading market for our stock and there is no assurance that a trading market will develop, or, if developed,that it will be sustained. Consequently, a purchaser of our Common Stock may find it difficult to resell the securities offeredherein should the purchaser desire to do so.

Investingin our securities involves a high degree of risk. You should carefully consider the risk factors beginning on page 4 ofthis prospectus before purchasing shares of our common stock.

Youshould rely only on the information contained in this prospectus. We have not authorized anyone to provide you with any informationor to make any representations about us, the securities being offered pursuant to this prospectus or any other matter discussedin this prospectus, other than the information and representations contained in this prospectus. If any other information or representationis given or made, such information or representation may not be relied upon as having been authorized by us.

Theinformation contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of deliveryof this prospectus or of any sale of our common stock. Neither the delivery of this prospectus nor any distribution of securitiesin accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since thedate of this prospectus. This prospectus will be updated and made available for delivery to the extent required by the federalsecurities laws.

Thisprospectus includes estimates, statistics and other industry data that we obtained from industry publications, research, surveysand studies conducted by third parties and publicly available information. Such data involves a number of assumptions and limitationsand contains projections and estimates of the future performance of the industries in which we operate that are subject to a highdegree of uncertainty. This prospectus also includes data based on our own internal estimates. We caution you not to give undueweight to such projections, assumptions and estimates.

NEITHERTHE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES ORPASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THEDATE OF THIS PROSPECTUS IS NOVEMBER __, 2018

TABLEOF CONTENTS

RISKFACTORS

Aninvestment in our common stock involves substantial risks, including the risks described below. You should carefully considerthe risks described below before purchasing our common stock. The risks highlighted here are not the only ones that we may face.For example, additional risks presently unknown to us or that we currently consider immaterial or unlikely to occur could alsoimpair our operations. If any of the risks or uncertainties described below or any such additional risks and uncertainties actuallyoccur, our business, prospects, financial condition or results of operations could be negatively affected, and you might loseall or part of your investment.

RisksRelated to Our Business

Ourplan relies upon our ability to obtain additional sources of capital and financing. If the amount of capital we are able to raisefrom financing activities, together with our revenues from operations, is not sufficient to satisfy our capital needs, we maybe required to cease operations.

Tobecome and remain profitable, we must succeed in developing and commercializing products that generate significant income. Thiswill require us to be successful in a range of challenging activities, including completing preclinical testing and clinical trialsof our drug candidates, discovering additional drug candidates, obtaining regulatory approval for these drug candidates, manufacturing,marketing and selling any products for which we may obtain regulatory approval, and establishing and managing our collaborationsat various stages of each candidate’s development. We are only in the preliminary stages of these activities. We may neversucceed in these activities and, even if we do, may never generate income that is significant enough to achieve profitability.

Becauseof the numerous risks and uncertainties associated with pharmaceutical product development, we are unable to accurately predictthe timing or amount of increased expenses or when, or if, we will be able to achieve profitability. If we are required by theU.S. Food and Drug Administration, or FDA, or the European Medicines Agency, or EMA, to perform studies in addition to those currentlyexpected, or if there are any delays in completing our clinical trials or the development of any of our drug candidates, our expensescould increase, and revenue could be further delayed.

Evenif we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our failureto become and remain profitable would depress the value of our company and could impair our ability to raise capital, expand ourbusiness, maintain the research and development efforts that will be initially funded by the proceeds of this offering, diversifyour product offerings or even continue our operations. A decline in the value of our company could also cause you to lose allor part of your investment.

Wehave incurred losses since our inception and expect to incur losses for the foreseeable future and may never achieve or maintainprofitability.

Asof September 30, 2018, we have incurred losses of $134,882 and, as of September 30, 2018, had approximately $2,831 of cash onhand. The report of our independent registered public accountants as of and for period ending September 30, 2018, contained anexplanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our ability to continue asa going concern is dependent upon our ability to generate revenue and raise capital from financing transactions. Management anticipatesthat our cash resources are not sufficient to continue operations until additional cash investments are secured. The future ofthe Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of itsnew business opportunities. There can be no assurance that we will be successful in accomplishing its objectives. Without suchadditional capital, we may be required to curtail or cease operations.

Wehave a limited operating history, which makes it difficult to evaluate our current business and future prospects.

Weare a company with limited operating history, and our operations are subject to all of the risks inherent in establishing a newbusiness enterprise. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complicationsand delays frequently encountered in connection with the formation of a new business, the development of new technologies or thosesubject to clinical testing, and the competitive and regulatory environment in which we will operate. We may never obtain FDAor EMA approval of our products in development and, even if we do so and are also able to commercialize our products, we may nevergenerate revenue sufficient to become profitable. Our failure to generate revenue and profit would likely cause our securitiesto decrease in value or become worthless.

Wewill require additional financing to implement our business plan, which may not be available on favorable terms or at all, andwe may have to accept financing terms that would place restrictions on us.

Weanticipate that our cash resources are sufficient to fund our planned operations through the end of March, 2019, if we succeedin raising $2,350,000 or more in this offering. We will need to continue to conduct significant research, development, testingand regulatory compliance activities for BXT-25, together with projected general and administrative expenses, we expect will resultin operating losses for the foreseeable future. We may not be able to obtain equity or debt financing on acceptable terms or atall to implement our growth strategy. As a result, adequate capital may not be available to finance our current development plan,take advantage of business opportunities or respond to competitive pressures. If we are unable to raise additional funds, we maybe forced to curtail or even abandon our business plan.

Untilsuch time, if ever, as we can generate substantial product income, we expect to finance our cash needs through a combination ofequity offerings, debt financings and license and collaboration agreements. To the extent that we raise additional capital throughthe sale of equity or convertible debt securities, the ownership interest of existing stockholders will be diluted, and the termsof these securities may include liquidation or other preferences that adversely affect the rights of common stockholders. In addition,the terms of any future financings may impose restrictions on our right to declare dividends or on the manner in which we conductour business. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limitingor restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, declaringdividends, or making acquisitions or significant asset sales.

Ifwe raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements withthird parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or drugcandidates or grant licenses on terms that may not be favorable to us and/or that may reduce the value of our common stock.

Ourproducts are based on novel, unproven technologies.

Ourdrug candidates in development are based on novel, unproven technologies using proprietary co-polymer compounds in combinationwith similar FDA approved drug for veterinary use. Co-polymers are difficult to synthesize, and we may not be able to synthesizeco-polymer that will be usable as delivery vehicles for the anti-hypoxia drugs we are working with or other therapeutics we intendto develop. Clinical trials are expensive, time-consuming and may not be successful. They involve the testing of potential therapeuticagents, or effective treatments, in humans, typically in three phases, to determine the safety and efficacy of the products necessaryfor an approved drug. Many products in human clinical trials fail to demonstrate the desired safety and efficacy characteristics.Even if our products progress successfully through initial or subsequent human testing, they may fail in later stages of development.We may engage others to conduct our clinical trials, including clinical research organizations and, possibly, government-sponsoredagencies. These trials may not start or be completed as we forecast or may not achieve desired results.

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

Ourdrug candidates are unproven, and their risk of failure is high. It is impossible to predict when or if our current or any futuredrug candidates will receive regulatory approval or prove effective and safe in humans. Before obtaining marketing approval fromregulatory authorities for the sale of any drug candidate, we must conduct extensive clinical trials and, in the case of BXT-25and BXT-252, first complete preclinical development, to demonstrate the safety and efficacy of our drug candidates in humans.Clinical testing is expensive, difficult to design and implement, can take many years to complete and is uncertain as to outcome.A failed clinical trial can occur at any stage of testing. The outcome of preclinical testing and early clinical trials may notbe predictive of the success of later clinical trials, and interim results of a clinical trial do not necessarily predict finalresults. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companiesthat have believed their drug candidates performed satisfactorily in preclinical studies and clinical trials have nonethelessfailed to obtain marketing approval of their products.

Wemay experience numerous unforeseen events during, or as a result of, clinical trials that could delay or prevent our ability toreceive marketing approval or commercialize our drug candidates, including:

Ifwe are required to conduct additional clinical trials or other testing of our drug candidates beyond those that we currently contemplate,if we are unable to successfully complete clinical trials of our drug candidates or other testing, if the results of these trialsor tests are not positive or are only modestly positive or if there are safety concerns, we may:

Weplan to initiate pre-clinical studies of BXT-25. However, we cannot provide any assurance that we will successfully initiate orcomplete those planned trials and be able to initiate any other clinical trials for BXT-25 or any of our future drug candidates.The results of our clinical trials could yield negative or ambiguous results. Such results could adversely affect future developmentplans, collaborations and our stock price.

Ourproduct development costs will increase if we experience delays in clinical testing or marketing approvals. We do not know whetherany of our preclinical studies or clinical trials will begin as planned, will need to be restructured or will be completed onschedule, or at all. Significant preclinical or clinical trial delays also could shorten any periods during which we may havethe exclusive right to commercialize our drug candidates or allow our competitors to bring products to market before we do, potentiallyimpairing our ability to successfully commercialize our drug candidates and harming our business and results of operations.

Afast track, breakthrough therapy or other designation by the FDA may not actually lead to a faster development or regulatory reviewor approval process.

Wemay seek fast track, breakthrough therapy or similar designation for our drug candidates. If a drug is intended for the treatmentof a serious or life-threatening condition and the drug demonstrates the potential to address unmet medical needs for this condition,the drug sponsor may apply for FDA fast track designation. The FDA has broad discretion whether or not to grant this designation,and even if we believe a particular drug candidate is eligible for this designation, we cannot assure you that the FDA would decideto grant it. Even if we do receive fast track designation, we may not experience a faster development process, review or approvalcompared to conventional FDA procedures. The FDA may withdraw fast track designation if it believes that the designation is nolonger supported by data from our clinical development program.

Additionally,we may in the future seek a breakthrough therapy designation for some of our product candidates that reach the regulatory reviewprocess. A breakthrough therapy is a drug candidate that is intended, alone or in combination with one or more other drugs, totreat a serious or life-threatening disease or condition, and that, as indicated by preliminary clinical evidence, may demonstratesubstantial improvement over existing therapies on one or more clinically significant endpoints, such as substantial treatmenteffects observed early in clinical development. Drugs designated as breakthrough therapies by the FDA are eligible for acceleratedapproval and increased interaction and communication with the FDA designed to expedite the development and review process.

Aswith fast track designation, designation as a breakthrough therapy is within the discretion of the FDA. Accordingly, even if webelieve one of our product candidates meets the criteria for designation as a breakthrough therapy, the FDA may disagree and maydetermine not to grant such a designation. Even if we receive a breakthrough therapy designation for any of our product candidates,the designation may not result in a materially faster development process, review or approval compared to conventional FDA procedures.Further, obtaining a breakthrough therapy designation does not assure or increase the likelihood of the FDA’s approval ofthe applicable product candidate. In addition, even if one or more of our product candidates qualifies as a breakthrough therapy,the FDA could later determine that those products no longer meet the conditions for the designation or determine not to shortenthe time period for FDA review or approval.

Wewill rely on third parties to conduct our clinical trials, and those third parties may not perform satisfactorily, including failingto meet deadlines for the completion of such trials.

Weintend to use third-party clinical research organizations, or CROs, to conduct our planned clinical trials and do not plan toindependently conduct clinical trials of BXT-25 or any future drug candidates. We rely on third parties, such as CROs, clinicaldata management organizations, medical institutions and clinical investigators, to conduct and manage our clinical trials. Theseagreements might terminate for a variety of reasons, including a failure to perform by the third parties. If we need to enterinto alternative arrangements, that would delay our product development activities.

Ourreliance on these third parties for research and development activities reduces our control over these activities but does notrelieve us of our responsibilities. For example, we remain responsible for ensuring that each of our clinical trials is conductedin accordance with the general investigational plan and protocols for the trial. Moreover, the FDA requires us to comply withregulatory standards, commonly referred to as good clinical practices, or GCPs, for conducting, recording and reporting the resultsof clinical trials to assure that data and reported results are credible and accurate and that the rights, integrity and confidentialityof trial participants are protected. Other countries’ regulatory agencies also have requirements for clinical trials withwhich we must comply. We also are required to register ongoing clinical trials and post the results of completed clinical trialson a government-sponsored database, ClinicalTrials.gov, within specified timeframes. Failure to do so can result in fines,adverse publicity and civil and criminal sanctions.

Furthermore,these third parties may also have relationships with other entities, some of which may be our competitors. If these third partiesdo not successfully carry out their contractual duties, meet expected deadlines or conduct our clinical trials in accordance withregulatory requirements or our stated protocols, we will not be able to obtain, or may be delayed in obtaining, marketing approvalsfor our drug candidates and will not be able to, or may be delayed in our efforts to, successfully commercialize our drug candidates.

Wealso expect to rely on other third parties to store and distribute drug supplies for our clinical trials. Any performance failureon the part of our distributors could delay clinical development or marketing approval of our drug candidates or commercializationof our products, producing additional losses and depriving us of potential product revenue.

Ifwe experience delays or difficulties in the enrollment of patients in clinical trials, our receipt of necessary regulatory approvalscould be delayed or prevented.

Wemay not be able to initiate or continue clinical trials for our drug candidates if we are unable to locate and enroll a sufficientnumber of eligible patients to participate in these trials as required by the FDA or similar regulatory authorities outside theUnited States, such as the EMA. In addition, some of our competitors have ongoing clinical trials for drug candidates that treatthe same indications as our drug candidates, and patients who would otherwise be eligible for our clinical trials may insteadenroll in clinical trials of our competitors’ drug candidates.

Patientenrollment is affected by other factors including:

Weare unable to forecast with precision our ability to enroll patients. Our inability to enroll a sufficient number of patientsfor our clinical trials would result in significant delays and could require us to abandon one or more clinical trials altogether.Enrollment delays in our clinical trials may result in increased development costs for our drug candidates, which would causethe value of our company to decline and limit our ability to obtain additional financing.

 Ifserious adverse or unacceptable side effects are identified during the development of our drug candidates or we observe limitedefficacy, we may need to abandon or limit our development of some of our drug candidates.

Ifour drug candidates are associated with undesirable side effects in clinical trials, have limited efficacy or have characteristicsthat are unexpected, we may need to abandon their development or limit development to more narrow uses or subpopulations in whichthe undesirable side effects or other characteristics are less prevalent, less severe or more acceptable from a risk-benefit perspective.We believe our results to date suggest an acceptable safety profile at this stage of development. However, many compounds thatinitially showed promise in early stage testing for treating diabetes and inflammatory diseases have later been found to causeside effects that prevented further development of the compound.

Evenif any of our drug candidates receives marketing approval, it may fail to achieve the degree of market acceptance by physicians,patients, third-party payers and others in the medical community necessary for commercial success.

Evenif any of our drug candidates receives marketing approval, it may nonetheless fail to gain sufficient market acceptance by physicians,patients, third-party payers and others in the medical community. For example, current diabetes treatments are well establishedin the medical community, and physicians may continue to rely on these treatments. In addition, many new drugs have been recentlyapproved and many more are in the pipeline for the same diseases for which we are developing our drug candidates. If our drugcandidates do not achieve an adequate level of acceptance, we may not generate significant product revenues and we may not becomeprofitable. The degree of market acceptance of our drug candidates, if approved for commercial sale, will depend on a number offactors, including:

Ifwe are unable to address and overcome these and similar concerns, our business and results of operations could be substantiallyharmed.

Ifwe are unable to establish effective sales, marketing and distribution capabilities or enter into agreements with third partieswith such capabilities, we may not be successful in commercializing our drug candidates if and when they are approved.

Wedo not have a sales or marketing infrastructure and have limited experience in the sale, marketing or distribution of our products.To achieve commercial success for any product for which we obtain marketing approval, we will need to successfully establish andmaintain relationships with third parties to perform sales and marketing functions.

Factorsthat may inhibit our efforts to commercialize our products on our own include:

Wewill rely on third parties to sell, market and distribute our drug candidates. We may not be successful in entering into, or maintaining,arrangements with such third parties or may be unable to do so on terms that are favorable to us. In addition, our product revenuesand our profitability, if any, may be lower if we rely on third parties for these functions than if we were to market, sell anddistribute any products that we develop ourselves. We likely will have little control over such third parties, and any of themmay fail to devote the necessary resources and attention to sell and market our products effectively. If we do not establish sales,marketing and distribution capabilities successfully, either on our own or in collaboration with third parties, we will not besuccessful in commercializing our drug candidates.

Ifwe are unable to convince physicians as to the benefits of our proposed products, we may incur delays or additional expense inour attempt to establish market acceptance.

Broaduse of our proposed products may require physicians to be informed regarding our proposed products and the intended benefits.Inability to carry out this physician education process may adversely affect market acceptance of our proposed products. We maybe unable to timely educate physicians regarding our proposed products in sufficient numbers to achieve our marketing plans orto achieve product acceptance. Any delay in physician education may materially delay or reduce demand for our products. In addition,we may expend significant funds toward physician education before any acceptance or demand for our proposed products is created,if at all.

Weface substantial competition, which may result in others discovering, developing or commercializing competing products beforeor more successfully than we do.

Thedevelopment and commercialization of new drug products is highly competitive. We face competition with respect to BXT-25 and willface competition with respect to any drug candidates that we may seek to develop or commercialize in the future, from major pharmaceuticalcompanies, specialty pharmaceutical companies and biotechnology companies worldwide. There are a number of large pharmaceuticaland biotechnology companies that currently market and sell products or are pursuing the development of products in the field ofoxygen therapeutics for the treatment of a variety of conditions and any of such products may target the stroke and/or wound healingmarkets. Potential competitors also include academic institutions, government agencies and other public and private research organizationsthat conduct research, seek patent protection and establish collaborative arrangements for research, development, manufacturingand commercialization.

Asubstantial number of the companies against which we are competing or against which we may compete in the future have significantlygreater financial resources, established presence in the market and expertise in research and development, manufacturing, preclinicaltesting, conducting clinical trials, obtaining regulatory approvals and marketing approved products than we do. Mergers and acquisitionsin the pharmaceutical and biotechnology industries may result in even more resources being concentrated among a smaller numberof our competitors.

Smallerand other early stage companies may also prove to be significant competitors, particularly through collaborative arrangementswith large and established companies. These third parties compete with us in recruiting and retaining qualified scientific, salesand marketing and management personnel, establishing clinical trial sites and patient registration for clinical trials, as wellas in acquiring technologies complementary to, or necessary for, our programs.

Ourcommercial opportunity could be reduced or eliminated if our competitors develop and commercialize products that are more effective,have fewer or less severe side effects, are more convenient or are less expensive than any products that we may develop. Our competitorsalso may obtain FDA or other regulatory approval for their products more rapidly than we may obtain approval for ours, which couldresult in our competitors establishing a strong market position before we are able to enter the market. In addition, our abilityto compete may be affected in many cases by insurers or other third-party payors seeking to encourage the use of generic products.

Wemay be unable to compete in our target marketplaces, which could impair our ability to generate revenues, thus causing a materialadverse impact on our results of operations.

Oursuccess depends upon our ability to retain key executives and to attract, retain, and motivate qualified personnel, and the lossof these persons could adversely affect our operations and results.

Weare highly dependent on the principal members of our management, scientific and clinical team, including Dr. David Platt, ourChairman, President and Chief Executive Officer and Ola Soderquist, our Chief Financial Officer. We don’t have a “keyperson” insurance for any of Dr. Platt or Ola Soderquist and even if such policies were to be obtained, such insurance policiesmay not adequately compensate us for the loss of their services.

Theloss of the services of any of our executive officers or of any members of our scientific and medical advisory board, could impedethe achievement of our research, development and commercialization objectives and seriously harm our ability to successfully implementour business strategy. Furthermore, replacing executive officers and key employees may be difficult and may take an extended periodof time because of the limited number of individuals in our industry with the breadth of skills and experience required to successfullydevelop, gain regulatory approval of and commercialize products. Competition to hire from this limited pool is intense, and wemay be unable to hire, train, retain or motivate these key personnel on acceptable terms given the competition among numerouspharmaceutical and biotechnology companies for similar personnel. We also experience competition for the hiring of scientificand clinical personnel from universities and research institutions. In addition, we rely and expect to continue to rely to a significantdegree on consultants and advisors, including scientific and clinical advisors, to assist us in formulating our research and developmentand commercialization strategy. Our consultants and advisors may be employed by employers other than us and may have commitmentsunder consulting or advisory contracts with other entities that may limit their availability to us. If we are unable to continueto attract and retain high quality personnel, our ability to pursue our growth strategy will be limited.

Ourlack of operating experience may cause us difficulty in managing our growth which could lead to our inability to implement ourbusiness plan.

Wehave limited experience in marketing and the selling of pharmaceutical products. Any growth will require us to expand our managementand our operational and financial systems and controls. If we are unable to do so, our business and financial condition wouldbe materially harmed. If rapid growth occurs, it may strain our operational, managerial and financial resources.

Wewill depend on third parties to manufacture and market our products and to design trial protocols, arrange for and monitor theclinical trials, and collect and analyze data.

Wedo not have, and do not now intend to develop, facilities for the manufacture of any of our products for clinical or commercialproduction. In addition, we are not a party to any long-term agreement with any of our suppliers, and accordingly, we have ourproducts manufactured on a purchase-order basis from one of two primary suppliers. We will need to develop relationships withmanufacturers and enter into collaborative arrangements with licensees or have others manufacture our products on a contract basis.We expect to depend on such collaborators to supply us with products manufactured in compliance with standards imposed by theFDA and foreign regulators.

Moreover,as we develop products eligible for clinical trials, we contract with independent parties to design the trial protocols, arrangefor and monitor the clinical trials, collect data and analyze data. In addition, certain clinical trials for our products maybe conducted by government-sponsored agencies and will be dependent on governmental participation and funding. Our dependenceon independent parties and clinical sites involves risks including reduced control over the timing and other aspects of our clinicaltrials.

Weare exposed to product liability, pre-clinical and clinical liability risks which could place a substantial financial burden uponus, should we be sued.

Ourbusiness exposes us to potential product liability and other liability risks that are inherent in the testing, manufacturing andmarketing of pharmaceutical formulations and products. Such claims may be asserted against us. In addition, the use in our clinicaltrials of pharmaceutical formulations and products that our potential collaborators may develop and the subsequent sale of theseformulations or products by us or our potential collaborators may cause us to bear a portion of or all product liability risks.A successful liability claims, or series of claims brought against us could have a material adverse effect on our business, financialcondition and results of operations.

Sincewe do not currently have any FDA-approved products or other formulations, we do not currently have any other product liabilityinsurance covering commercialized products. We may not be able to obtain or maintain adequate product liability insurance, whenneeded, on acceptable terms, if at all, or such insurance may not provide adequate coverage against our potential liabilities.Furthermore, our potential partners with whom we intend to have collaborative agreements, or our future licensees may not be willingto indemnify us against these types of liabilities and may not themselves be sufficiently insured or have sufficient liquidityto satisfy any product liability claims. Claims or losses in excess of any product liability insurance coverage that may be obtainedby us could have a material adverse effect on our business, financial condition and results of operations.

Inaddition, we may be unable to obtain or to maintain clinical trial liability insurance on acceptable terms, if at all. Any inabilityto obtain and/or maintain insurance coverage on acceptable terms could prevent or limit the commercialization of any productswe develop.

Ifusers of our proposed products are unable to obtain adequate reimbursement from third-party payers or if new restrictive legislationis adopted, market acceptance of our proposed products may be limited, and we may not achieve revenues.

Thecontinuing efforts of government and insurance companies, health maintenance organizations and other payers of healthcare coststo contain or reduce costs of health care may affect our future revenues and profitability, and the future revenues and profitabilityof our potential customers, suppliers and collaborative partners and the availability of capital. For example, in certain internationalmarkets, pricing or profitability of prescription pharmaceuticals is subject to government control. In the U.S., given recentfederal and state government initiatives directed at lowering the total cost of health care, the U.S. Congress and state legislatureswill likely continue to focus on health care reform, the cost of prescription pharmaceuticals and on the reform of the Medicareand Medicaid systems. While we cannot predict whether any such legislative or regulatory proposals will be adopted, the announcementor adoption of such proposals could materially harm our business, financial condition and results of operations.

Ourability to commercialize our proposed products will depend in part on the extent to which appropriate reimbursement levels forthe cost of our proposed formulations and products and related treatments are obtained by governmental authorities, private healthinsurers and other organizations, such as HMOs. Third-party payers are increasingly challenging the prices charged for medicaldrugs and services. Also, the trend toward managed health care in the U.S. and the concurrent growth of organizations such asHMOs, which could control or significantly influence the purchase of health care services and drugs, as well as legislative proposalsto reform health care or reduce government insurance programs, may all result in lower prices for or rejection of our products.

Thereare risks associated with our reliance on third parties for marketing, sales and distribution infrastructure and channels.

Weintend to enter into agreements with commercial partners to engage in sales, marketing and distribution efforts around our productsin development. We may be unable to establish or maintain these third-party relationships, or establish new relationships, ona commercially reasonable basis, if at all. In addition, these third parties may have similar or more established relationshipswith our competitors. If we do not enter into or maintain relationships with third parties for the sales and marketing of ourproposed products, we will need to develop our own sales and marketing capabilities. Furthermore, even if engaged, these distributorsmay:

Ifwe fail to develop sales, marketing and distribution channels, we could experience delays in generating sales and incur increasedcosts, which would harm our financial results.

Wewill be subject to risks if we seek to develop our own sales force.

Ifwe choose at some point to develop our own sales and marketing capability, our experience in developing a fully integrated commercialorganization is limited. If we choose to establish a fully integrated commercial organization, we will likely incur substantialexpenses in developing, training and managing such an organization. We may be unable to build a fully integrated commercial organizationon a cost-effective basis, or at all. Any such direct marketing and sales efforts may prove to be unsuccessful. In addition, wewill compete with many other companies that currently have extensive and well-funded marketing and sales operations. Our marketingand sales efforts may be unable to compete against these other companies. We may be unable to establish a sufficient sales andmarketing organization on a timely basis, if at all.

RisksRelated to Our Industry

Wewill need regulatory approvals to commercialize our products as drugs.

Inoffering BXT-25, or any other product as a drug, we are required to obtain approval from the FDA to sell our products in the U.S.and from foreign regulatory authorities to sell our products in other countries. The FDA’s review and approval process islengthy, expensive and uncertain. Extensive pre-clinical and clinical data and supporting information must be submitted to theFDA for each indication for each product candidate to secure FDA approval. Before receiving FDA clearance to market our proposedproducts, we will have to demonstrate that our products are safe and effective on the patient population and for the diseasesthat are to be treated. Clinical trials, manufacturing and marketing of drugs are subject to the rigorous testing and approvalprocess of the FDA and equivalent foreign regulatory authorities. The Federal Food, Drug and Cosmetic Act and other federal, stateand foreign statutes and regulations govern and influence the testing, manufacture, labeling, advertising, distribution and promotionof drugs and medical devices. As a result, regulatory approvals can take a number of years or longer to accomplish and requirethe expenditure of substantial financial, managerial and other resources. The FDA could reject an application or require us toconduct additional clinical or other studies as part of the regulatory review process. Delays in obtaining or failure to obtainFDA approvals would prevent or delay the commercialization of our product candidates, which would prevent, defer or decrease ourreceipt of revenues. In addition, if we receive initial regulatory approval, our product candidates will be subject to extensiveand rigorous ongoing domestic and foreign government regulation.

 Dataobtained from clinical trials are susceptible to varying interpretations, which could delay, limit or prevent regulatory clearances.

Datawe obtain from our planned pre-clinical studies and clinical trials will not necessarily predict the results that will be obtainedfrom later pre-clinical studies and clinical trials. Moreover, pre-clinical and clinical data is susceptible to varying interpretations,which could delay, limit or prevent regulatory approval. A number of companies in the pharmaceutical industry have suffered significantsetbacks in advanced clinical trials, even after promising results in earlier trials. The failure to adequately demonstrate thesafety and effectiveness of a proposed formulation or product under development could delay or prevent regulatory clearance ofthe potential drug, resulting in delays to commercialization, and could materially harm our business. Our clinical trials maynot demonstrate sufficient levels of safety and efficacy necessary to obtain the requisite regulatory approvals for our drugs,and thus our proposed drugs may not be approved for marketing.

Ourcompetitive position depends on protection of our intellectual property.

Developmentand protection of our intellectual property are critical to our business. All of our intellectual property has been invented and/ordeveloped or co-developed by Dr. David Platt; and other intellectual property that is important to the development of BXT-25 isin the public domain. If we do not adequately protect our intellectual property, or if competitors develop technologies incorporatingthe same or similar technologies that already are in the public domain, those competitors may be able to practice our technologies.Our success depends in part on our ability to obtain patent protection for our products or processes in the U.S. and other countries,protect trade secrets, and prevent others from infringing on our proprietary rights.

Sincepatent applications in the U.S. are maintained in secrecy for at least portions of their pendency periods (published on U.S. patentissuance or, if earlier, 18 months from earliest filing date for most applications) and since other publication of discoveriesin the scientific or patent literature often lags behind actual discoveries, we cannot be certain that we are or will be the firstto make the inventions to be covered by our patent applications. The patent position of biopharmaceutical firms generally is highlyuncertain and involves complex legal and factual questions. The U.S. Patent and Trademark Office has not established a consistentpolicy regarding the breadth of claims that it will allow in biotechnology patents.

Thepatent applications we file, including applications that will follow the filing of Provisionals, may not issue as patents or theclaims of any issued patents may not afford meaningful protection for our technologies or products. In addition, patents issuedto us or to any future licensors may be challenged and subsequently narrowed, invalidated or circumvented. Patent litigation iswidespread in the biotechnology industry and could harm our business. Litigation might be necessary to protect our patent positionor to determine the scope and validity of third-party proprietary rights, and we may not have the required resources to pursuesuch litigation or to protect our patent rights.

Althoughwe will require our scientific and technical employees and consultants to enter into broad assignment of inventions agreements,and all of our employees, consultants and corporate partners with access to proprietary information to enter into confidentialityagreements, these agreements may not be honored. Currently, we do not have any scientific or technical employees.

Productswe develop could be subject to infringement claims asserted by others.

Wecannot assure that products based on our patents or intellectual property that we license from others will not be challenged bya third party claiming infringement of its proprietary rights. If we were not able to successfully defend patents that may beissued to us, that we may acquire, or that we may license in the future, we may have to pay substantial damages, possibly includingtreble damages, for past infringement.

Weface intense competition in the biotechnology and pharmaceutical industries.

Thebiotechnology and pharmaceutical industries are intensely competitive. We face direct competition from U.S. and foreign companiesfocusing on pharmaceutical products, which are rapidly evolving. Our competitors include major multinational pharmaceutical andchemical companies, specialized biotechnology firms and universities and other research institutions. Many of these competitorshave greater financial and other resources, larger research and development staffs and more effective marketing and manufacturingorganizations, than we do. In addition, academic and government institutions are increasingly likely to enter into exclusive licensingagreements with commercial enterprises, including our competitors, to market commercial products based on technology developedat such institutions. Our competitors may succeed in developing or licensing technologies and products that are more effectiveor less costly than ours or succeed in obtaining FDA or other regulatory approvals for product candidates before we do. Acquisitionsof, or investments in, competing pharmaceutical or biotechnology companies by large corporations could increase such competitors’financial, marketing, manufacturing and other resources.

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

Thepharmaceutical and biotechnology industries are subject to rapid and substantial technological change. Developments by othersmay render our proposed products noncompetitive or obsolete, or we may be unable to keep pace with technological developmentsor other market factors. Technological competition from pharmaceutical and biotechnology companies, universities, governmentalentities and others diversifying into the field is intense and is expected to increase.

Asa pre-revenue company engaged in the development of drug technologies, our resources are limited, and we may experience technicalchallenges inherent in such technologies. Competitors have developed or are in the process of developing technologies that are,or in the future may be, the basis for competition. Some of these technologies may have an entirely different approach or meansof accomplishing similar therapeutic effects compared to our proposed products. Our competitors may develop drugs that are safer,more effective or less costly than our proposed products and, therefore, present a serious competitive threat to us.

Thepotential widespread acceptance of therapies that are alternatives to ours may limit market acceptance of our proposed products,even if commercialized. Many of our targeted diseases and conditions can also be treated by other medication. These treatmentsmay be widely accepted in medical communities and have a longer history of use. The established use of these competitive drugsmay limit the potential for our technologies, formulations and products to receive widespread acceptance if commercialized.

Healthcare cost containment initiatives and the growth of managed care may limit our returns.

Ourability to commercialize our products successfully may be affected by the ongoing efforts of governmental and third-party payersto contain the cost of health care. These entities are challenging prices of health care products and services, denying or limitingcoverage and reimbursement amounts for new therapeutic products, and for FDA-approved products considered experimental or investigational,or which are used for disease indications without FDA marketing approval.

Evenif we succeed in bringing any products to the market, they may not be considered cost-effective and third-party reimbursementmight not be available or sufficient. If adequate third-party coverage is not available, we may not be able to maintain pricelevels sufficient to realize an appropriate return on our investment in research and product development. In addition, legislationand regulations affecting the pricing of pharmaceuticals may change in ways adverse to us before or after any of our proposedproducts are approved for marketing.

RisksRelated to Our Intellectual Property

Ifwe are unable to obtain and maintain patent protection for our products, or if the scope of the patent protection obtained isnot sufficiently broad, competitors could develop and commercialize products similar or identical to ours, and our ability tosuccessfully commercialize our products may be impaired.

Ourplans for the development of both BXT-25 and BXT-252 will be based in part upon the further development of technology developedby a company, Biopure Corporation, that suspended operations and filed for bankruptcy on July 16, 2009. The Biopure technologynow is in the public domain. We face competitors and other entities who are engaged in the further development of some or allof that public-domain technology for the purpose of creating products that may compete directly with our products.

Amongsuch competitors and other entities is Boston Therapeutics, Inc. (OTCQB: BTHE). Our chairman, David Platt, was founder, and untilApril 1, 2015, Chief Executive Officer of Boston Therapeutics; and that entity is a pharmaceutical company focused on developing,manufacturing and commercializing novel compounds based on complex carbohydrate chemistry to address unmet medical needs in diabetes.According to its website, products Boston Therapeutics seeks to develop include an anti-necrosis glyco-protein based therapeuticagent that consists of a stabilized glycoprotein composition containing oxygen-rechargeable iron, targeting both human and animaltissues and organ systems deprived of oxygen and in need of metabolic support. The Boston Therapeutic development efforts are,like the efforts of the Company, based in part on Biopure technology that is now in the public domain. While Boston Therapeuticsis focused on medical conditions that are different from the conditions that will be addressed by the Company, and while the Company’sproprietary technology is very different from the technology under development at Boston Therapeutics at the time of Dr. Platt’sdeparture from that entity, a refocus of Boston Therapeutics to treat conditions that are central to the Company’s focusmay make it a direct competitor.

Oursuccess depends in large part on our ability to obtain and maintain patent and other intellectual property protection in the UnitedStates and other countries with respect to our proprietary products. We seek to protect our proprietary position by filing patentapplications in the United States and abroad related to our drug candidates.

Thepatent prosecution process is expensive and time-consuming, and we may not be able to file and prosecute all necessary or desirablepatent applications at a reasonable cost, in a timely manner, or in all jurisdictions. It is also possible that we will fail toidentify patentable aspects of our research and development output before it is too late to obtain patent protection.

Thepatent position of biotechnology and pharmaceutical companies generally is highly uncertain, involves complex legal and factualquestions and has in recent years been the subject of much litigation. In addition, the laws of foreign countries may not protectour rights to the same extent as the laws of the United States and we may fail to seek or obtain patent protection in all majormarkets. For example, European patent law restricts the patentability of methods of treatment of the human body more than UnitedStates law does. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patentapplications in the United States and other jurisdictions are typically not published until 18 months after filing, or in somecases not at all. Therefore, we cannot know with certainty whether we were the first to make the inventions claimed in our ownedpatents or pending patent applications, or that we were the first to file for patent protection of such inventions, nor can weknow whether those from whom we license patents were the first to make the inventions claimed or were the first to file. As aresult, the issuance, scope, validity, enforceability and commercial value of our patent rights are highly uncertain. Our pendingand future patent applications may not result in patents being issued which protect our technology or products, in whole or inpart, or which effectively prevent others from commercializing competitive technologies and products. Changes in either the patentlaws or interpretation of the patent laws in the United States and other countries may diminish the value of our patents or narrowthe scope of our patent protection.

Recentpatent reform legislation could increase the uncertainties and costs surrounding the prosecution of our patent applications andthe enforcement or defense of our issued patents. On September 16, 2011, the Leahy-Smith America Invents Act, or the Leahy-SmithAct, was signed into law. The Leahy-Smith Act includes a number of significant changes to United States patent law. These includeprovisions that affect the way patent applications are prosecuted and may also affect patent litigation. The U.S. Patent and TrademarkOffice, or U.S. PTO, recently developed new regulations and procedures to govern administration of the Leahy-Smith Act, and manyof the substantive changes to patent law associated with the Leahy-Smith Act, and in particular, the first to file provisions,only became effective on March 16, 2013. Accordingly, it is not clear what, if any, impact the Leahy-Smith Act will have on theoperation of our business. However, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surroundingthe prosecution of our patent applications and the enforcement or defense of our issued patents, all of which could have a materialadverse effect on our business and financial condition.

Moreover,we may be subject to a third-party pre-issuance submission of prior art to the U.S. PTO, or become involved in opposition, derivation,reexamination, inter partes review, post-grant review or interference proceedings challenging our patent rights or thepatent rights of others. An adverse determination in any such submission, proceeding or litigation could reduce the scope of,or invalidate our patent rights, allow third parties to commercialize our technology or products and compete directly with us,without payment to us, or result in our inability to manufacture or commercialize products without infringing third-party patentrights. In addition, if the breadth or strength of protection provided by our patents and patent applications is threatened, itcould dissuade companies from collaborating with us to license, develop or commercialize current or future drug candidates.

Evenif our patent applications issue as patents, they may not issue in a form that will provide us with any meaningful protection,prevent competitors from competing with us or otherwise provide us with any competitive advantage. Our competitors may be ableto circumvent our owned or licensed patents by developing similar or alternative technologies or products in a non-infringingmanner.

Theissuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and our patents may be challengedin the courts or patent offices in the United States and abroad. Such challenges may result in loss of exclusivity or freedomto operate or in patent claims being narrowed, invalidated or held unenforceable, in whole or in part, which could limit our abilityto stop others from using or commercializing similar or identical products, or limit the duration of the patent protection ofour products. Given the amount of time required for the development, testing and regulatory review of new drug candidates, patentsprotecting such candidates might expire before or shortly after such candidates are commercialized. As a result, our patent portfoliomay not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.

Wemay become involved in lawsuits to protect or enforce our patents or other intellectual property, which could be expensive, time-consumingand ultimately unsuccessful.

Competitorsmay infringe our issued patents or other intellectual property. To counter infringement or unauthorized use, we may be requiredto file infringement claims, which can be expensive and time-consuming. Any claims we assert against perceived infringers couldprovoke these parties to assert counterclaims against us alleging that we infringe their intellectual property. In addition, ina patent infringement proceeding, a court may decide that a patent of ours is invalid or unenforceable, in whole or in part, construethe patent’s claims narrowly or refuse to stop the other party from using the technology at issue on the grounds that ourpatents do not cover the technology in question. An adverse result in any litigation proceeding could put one or more of our patentsat risk of being invalidated or interpreted narrowly, which could adversely affect us.

Thirdparties may initiate legal proceedings alleging that we are infringing their intellectual property rights, the outcome of whichwould be uncertain and could have a material adverse effect on the success of our business.

Ourcommercial success depends upon our ability to develop, manufacture, market and sell our drug candidates without infringing theproprietary rights of third parties. There is considerable intellectual property litigation in the biotechnology and pharmaceuticalindustries. While no such litigation has been brought against us and we have not been held by any court to have infringed a thirdparty’s intellectual property rights, we cannot guarantee that our products or use of our products do not infringe third-partypatents. It is also possible that we have failed to identify relevant third-party patents or applications. For example, applicationsfiled before November 29, 2000 and certain applications filed after that date that will not be filed outside the United Statesremain confidential until patents issue. Patent applications in the United States and elsewhere are published approximately 18months after the earliest filing, which is referred to as the priority date. Therefore, patent applications covering our productsor technology could have been filed by others without our knowledge. Additionally, pending patent applications which have beenpublished can, subject to certain limitations, be later amended in a manner that could cover our technologies, our products orthe use of our products.

Wemay become party to, or threatened with, future adversarial proceedings or litigation regarding intellectual property rights withrespect to our products and technology, including inter parties review, interference, or derivation proceedings before the U.S.PTO and similar bodies in other countries. Third parties may assert infringement claims against us based on existing intellectualproperty rights and intellectual property rights that may be granted in the future.

Ifwe are found to infringe a third party’s intellectual property rights, we could be required to obtain a license from suchthird party to continue developing and marketing our products. However, we may not be able to obtain any required license on commerciallyreasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitorsaccess to the same technologies licensed to us. We could be forced, including by court order, to cease commercializing the infringingtechnology or product. In addition, we could be found liable for monetary damages, including treble damages and attorneys’fees if we are found to have willfully infringed a patent. A finding of infringement could prevent us from commercializing ourdrug candidates or force us to cease some of our business operations, which could materially harm our business. Claims that wehave misappropriated the confidential information or trade secrets of third parties could have a similar negative impact on ourbusiness.

Obtainingand maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and otherrequirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for noncompliancewith these requirements.

Periodicmaintenance fees on any issued patent are due to be paid to the U.S. PTO and foreign patent agencies in several stages over thelifetime of the patent. The U.S. PTO and various foreign governmental patent agencies require compliance with a number of procedural,documentary, fee payment and other similar provisions during the patent application process. While an inadvertent lapse can inmany cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations inwhich noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete lossof patent rights in the relevant jurisdiction. Noncompliance events that could result in abandonment or lapse of a patent or patentapplication include, but are not limited to, failure to respond to official actions within prescribed time limits, non-paymentof fees and failure to properly legalize and submit formal documents. In such an event, our competitors might be able to enterthe market, which would have a material adverse effect on our business.

Wemay be subject to claims by third parties asserting that our employees or we have misappropriated their intellectual property,or claiming ownership of what we regard as our own intellectual property.

Theemployees and consultants we may hire likely will have been previously employed at universities or other biotechnology or pharmaceuticalcompanies, including our competitors or potential competitors. Although we will try to ensure that our employees and contractorsdo not use the proprietary information or know-how of others in their work for us, we may be subject to claims that these employeesor we have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such employee’sformer employer. Litigation may be necessary to defend against these claims.

Inaddition, while it is our policy to require our employees and contractors who may be involved in the development of intellectualproperty to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreementwith each party who in fact develops intellectual property that we regard as our own. Our and their assignment agreements maynot be self-executing or may be breached, and we may be forced to bring claims against third parties, or defend claims they maybring against us, to determine the ownership of what we regard as our intellectual property.

Ifwe fail in prosecuting or defending any such claims, in addition to paying monetary damages, we may lose valuable intellectualproperty rights or personnel. Even if we are successful in prosecuting or defending against such claims, litigation could resultin substantial costs and be a distraction to management.

Intellectualproperty litigation could cause us to spend substantial resources and distract our personnel from their normal responsibilities.

Evenif resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incursignificant expenses and could distract our technical and management personnel from their normal responsibilities. In addition,there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securitiesanalysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our commonstock. Such litigation or proceedings could substantially increase our operating losses and reduce the resources available fordevelopment activities or any future sales, marketing or distribution activities. We may not have sufficient financial or otherresources to conduct such litigation or proceedings adequately. Some of our competitors may be able to sustain the costs of suchlitigation or proceedings more effectively than we can because of their greater financial resources. Uncertainties resulting fromthe initiation and continuation of patent litigation or other proceedings could compromise our ability to compete in the marketplace.

Ifwe are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

Inaddition to seeking patents for some of our technology and drug candidates, we also intend to rely on trade secrets, includingunpatented know-how, technology and other proprietary information, to maintain our competitive position. We will seek to protectthese trade secrets, in part, by entering into non-disclosure and confidentiality agreements with parties who have access to them,such as our employees, corporate collaborators, outside scientific collaborators, contract manufacturers, consultants, advisorsand other third parties. We also seek to enter into confidentiality and invention or patent assignment agreements with our employeesand consultants. Despite these efforts, any of these parties may breach the agreements and disclose our proprietary information,including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Our trade secrets may alsobe obtained by third parties by other means, such as breaches of our physical or computer security systems. Enforcing a claimthat a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcomeis unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect tradesecrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have noright to prevent them, or those to whom they communicate it, from using that technology or information to compete with us. Ifany of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position would beharmed.

RisksRelating to this Offering and Ownership of Our Common Stock

Priorto this offering, we had a limited public market for our shares of common stock and you may not be able to resell our shares ator above the price you paid, or at all.

Priorto this offering, there was a limited public market for our common stock in the OTC (Pink) market in view of the Company’sre-listing on the OTCQB exchange. We cannot assure you that an active public market for our common stock will develop or thatthe market price of our shares will not decline below the public offering price. The public offering price of our shares may notbe indicative of prices that will prevail in the trading market following the offering.

Becausewe are subject to the “Penny Stock” rules, the level of trading activity in our stock may be reduced.

TheSecurities and Exchange Commission has adopted regulations which generally define “penny stock” to be any listed, tradingequity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject tocertain exemptions. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exemptfrom the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risksin the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the pennystock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing themarket value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require thatprior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitableinvestment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirementsmay have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to thepenny stock rules which may increase the difficulty Purchasers may experience in attempting to liquidate such securities.

Wedo not expect to pay dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock.

Wedo not anticipate paying cash dividends on our common stock in the foreseeable future. The payment of dividends on our commonstock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the boardof directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on yourinvestment will occur only if our stock price appreciates.

Provisionsin the Nevada Revised Statutes and our Bylaws could make it very difficult for an investor to bring any legal actions againstour directors or officers for violations of their fiduciary duties or could require us to pay any amounts incurred by our directorsor officers in any such actions.

Membersof our board of directors and our officers will have no liability for breaches of their fiduciary duty of care as a director orofficer, except in limited circumstances, pursuant to provisions in the Nevada Revised Statutes and our Bylaws as authorized bythe Nevada Revised Statutes. Specifically, Section 78.138 of the Nevada Revised Statutes provides that a director or officer isnot individually liable to the company or its shareholders or creditors for any damages as a result of any act or failure to actin his or her capacity as a director or officer unless it is proven that (1) the director’s or officer’s act or failureto act constituted a breach of his or her fiduciary duties as a director or officer and (2) his or her breach of those dutiesinvolved intentional misconduct, fraud or a knowing violation of law. This provision is intended to afford directors and officersprotection against and to limit their potential liability for monetary damages resulting from suits alleging a breach of the dutyof care by a director or officer. Accordingly, you may be unable to prevail in a legal action against our directors or officerseven if they have breached their fiduciary duty of care. In addition, our Bylaws allow us to indemnify our directors and officersfrom and against any and all costs, charges and expenses resulting from their acting in such capacities with us. This means thatif you were able to enforce an action against our directors or officers, in all likelihood, we would be required to pay any expensesthey incurred in defending the lawsuit and any judgment or settlement they otherwise would be required to pay. Accordingly, ourindemnification obligations could divert needed financial resources and may adversely affect our business, financial condition,results of operations and cash flows, and adversely affect prevailing market prices for our common stock.

Futuresales of substantial amounts of the shares of common stock by existing shareholders could adversely affect the price of our commonstock.

Ifour existing shareholders sell substantial amounts of the shares following this offering, the market price of our common stockcould fall. Such sales by our existing shareholders might make it more difficult for us to issue new equity or equity-relatedsecurities in the future at a time and place we deem appropriate. The shares of common stock offered in this offering will beeligible for immediate resale in the public market without restrictions. All remaining shares, which are currently held by ourexisting shareholders, may be sold in the public market in the future subject to the lock-up agreements and the restrictions containedin Rule 144 under the Securities Act. If any existing shareholders sell a substantial amount of shares, the prevailing marketprice for our shares could be adversely affected.

 Themarket price of our Common Stock may be subject to fluctuation and you could lose all or part of your investment.

Thepublic offering price has been arbitrarily determined by us and may not be indicative of prices that will prevail in the tradingmarket. The price of our shares may decline following this offering. The stock market in general has been, and the market priceof our ordinary shares in particular will likely be, subject to fluctuation, whether due to, or irrespective of, our operatingresults and financial condition. The market price of our shares may fluctuate as a result of a number of factors, some of whichare beyond our control, including, but not limited to:

Thesefactors and any corresponding price fluctuations may materially and adversely affect the market price of our shares and resultin substantial losses being incurred by our investors. In the past, following periods of market volatility, public company shareholdershave often instituted securities class action litigation. If we were involved in securities litigation, it could impose a substantialcost upon us and divert the resources and attention of our management from our business.

Theprice at which you purchase shares from our selling stockholders in their offering may be higher or lower than the $1.00 per shareoffered by us in our direct offering.

Wepropose to sell shares of our Common Stock at a price of $1.00 per share in our direct offering. Shares sold by our selling stockholdersin this offering may be sold at varying prices determined by the selling stockholders, which prices may be more or less than the$1.00 per share offered in our direct “offering.

Investorsin this offering will experience immediate substantial dilution in net tangible book value.

Thepublic offering price of our shares in this offering is considerably greater than the net tangible book value per share of ouroutstanding shares immediately after this offering. Accordingly, investors in this offering will incur immediate dilution of $0.89per share, based on an assumed public offering price of $1.00 per share, the estimated public offering price range shown on thecover of this prospectus, and the sale of all 10,000,000 shares offered to the public. If only 2,000,000 shares are sold at theassumed public offering price of $1.00 per share, then investors in this offering will incur immediate dilution of $0.98 per share.See “Dilution.”

Wehave broad discretion as to the use of the net proceeds from this offering and may not use them effectively.

Wecurrently intend to use the net proceeds from this offering to further build our sales and marketing infrastructure, fund researchand development projects and scale up manufacturing and for other general corporate purposes. However, our management will havebroad discretion in the application of the net proceeds. Our shareholders may not agree with the manner in which our managementchooses to allocate the net proceeds from this offering. The failure by our management to apply these funds effectively couldhave a material adverse effect on our business, financial condition and results of operation. Pending their use, we may investthe net proceeds from this offering in a manner that does not produce income.

Thefinancial and operational projections that we may make from time to time are subject to inherent risks.

Theprojections that we provide herein or our management may provide from time to time (including, but not limited to, those relatingto potential peak sales amounts, clinical and regulatory timelines, production and supply matters, commercial launch dates, andother financial or operational matters) reflect numerous assumptions made by management, including assumptions with respect toour specific as well as general business, regulatory, economic, market and financial conditions and other matters, all of whichare difficult to predict and many of which are beyond our control. Accordingly, there is a risk that the assumptions made in preparingthe projections, or the projections themselves, will prove inaccurate. There may be differences between actual and projected results,and actual results may be materially different from than those contained in the projections. The inclusion of the projectionsin this prospectus should not be regarded as an indication that we, our management, or their representatives considered or considerthe projections to be a guaranteed prediction of future events, and the projections should not be relied upon as such.

Aninvestment in our company may involve tax implications, and you are encouraged to consult your own advisors as neither we norany related party is offering any tax assurances or guidance regarding our company or your investment.

Theformation of our company, as well as an investment in our company generally, involves complex federal, state and local incometax considerations. Neither the Internal Revenue Service nor any State or local taxing authority has reviewed the transactionsdescribed herein, and may take different positions than the ones contemplated by management. You are strongly urged to consultyour own tax and other advisors prior to investing, as neither we nor any of our officers, directors or related parties is offeringyou tax or similar advice, nor are any such persons making any representations and warranties regarding such matters.

Ourability to use our net operating loss carry-forwards and certain other tax attributes may be limited.

UnderSection 382 of the Internal Revenue Code of 1986, as amended, referred to as the Internal Revenue Code, if a corporation undergoesan “ownership change” (generally defined as a greater than 50% change (by value) in its equity ownership over a three-yearperiod), the corporation’s ability to use its pre-change net operating loss carry-forwards and other pre-change tax attributes(such as research tax credits) to offset its post-change income may be limited. We may also experience ownership changes in thefuture as a result of subsequent shifts in our stock ownership, including as a result of the completion of this offering whenit is taken together with other transactions we may consummate in the succeeding three-year period. As a result, if we earn nettaxable income, our ability to use our pre-change net operating loss carry-forwards to offset U.S. federal taxable income maybe subject to limitations, which potentially could result in increased future tax liability to us.

OurCertificate of Incorporation permits “blank check” preferred stock, which can be designated by our Board of Directorswithout stockholder approval.

Wehave 5,000,000 authorized shares of preferred stock. The shares of our preferred stock may be issued from time to time in oneor more series, each of which shall have a distinctive designation or title as is determined by our Board of Directors prior tothe issuance of any shares thereof. The preferred stock may have such voting powers, full or limited, or no voting powers, andsuch preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictionsthereof as adopted by the Board of Directors. Because the Board of Directors is able to designate the powers and preferences ofthe preferred stock without the vote of a majority of our stockholders, stockholders will have no control over what designationsand preferences our preferred stock will have. If preferred stock is designated and issued, then depending upon the designationand preferences, the holders of the preferred stock may exercise voting control over us. As a result, our stockholders will haveno control over the designations and preferences of the preferred stock and as a result the operations of our company.]

Ourmanagement collectively owns a substantial majority of our common stock.

Collectively,our officers, our directors and 5 other stockholders own or exercise voting and investment control of approximately 98% of ouroutstanding common stock. As a result, investors may be prevented from affecting matters involving our company, including:

Furthermore,this concentration of voting power could have the effect of delaying, deterring or preventing a change of control or other businesscombination that might otherwise be beneficial to our stockholders. This significant concentration of share ownership may alsoadversely affect the trading price for our common stock because investors may perceive disadvantages in owning stock in a companythat is controlled by a small number of stockholders.

Ifwe fail to establish and maintain an effective system of internal control or disclosure controls and procedures are not effective,we may not be able to report our financial results accurately and timely or to prevent fraud. Any inability to report and fileour financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock.

Effectiveinternal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. Section 404 of theSarbanes-Oxley Act of 2002 requires us to evaluate and report on our internal controls over financial reporting and, dependingon our future growth, may require our independent registered public accounting firm to annually attest to our evaluation, as wellas issue their own opinion on our internal controls over financial reporting. The process of implementing and maintaining properinternal controls and complying with Section 404 is expensive and time consuming. We cannot be certain that the measures we willundertake will ensure that we will maintain adequate controls over our financial processes and reporting in the future. Furthermore,if we are able to rapidly grow our business, the internal controls that we will need may become more complex, and significantlymore resources will be required to ensure our internal controls remain effective. Failure to implement required controls, or difficultiesencountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. Ifour auditors or we discover a material weakness in our internal controls, the disclosure of that fact, even if the weakness isquickly remedied, could diminish investors’ confidence in our financial statements and harm our stock price. In addition,non-compliance with Section 404 could subject us to a variety of administrative sanctions, including the suspension of trading,ineligibility for future listing on one of the Nasdaq Stock Markets or national securities exchanges, and the inability of registeredbroker-dealers to make a market in our common stock, which may reduce our stock price.

Ifsecurities or industry analysts do not publish research or reports about us, our business or our market, or if they make and thenchange their recommendations regarding our common stock adversely, the price of our common stock and trading volume could decline.

Thetrading market for our common stock, should it develop, may be influenced by the research and reports that securities or industryanalysts may publish about us, our business, our market or our competitors. If any of the analysts who may cover us change theirrecommendation regarding our common stock adversely, or provide more favorable relative recommendations about our competitors,the price of our common stock would likely decline. If any analyst who may cover us was to cease coverage of our company or failto regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price ofour common stock or trading volume to decline.

Inmaking your investment decision, you should understand that we have not authorized any other party to provide you with informationconcerning us or this offering.

Youshould carefully evaluate all of the information in this prospectus before investing in our company. We may receive media coverageregarding our company, including coverage that is not directly attributable to statements made by our officers, that incorrectlyreports on statements made by our officers or employees, or that is misleading as a result of omitting information provided byus, our officers or employees. We have not authorized any other party to provide you with information concerning us or this offering,and you should not rely on this information in making an investment decision.

RisksRelated to the Note Financings

CommonStock that we issue upon conversion of the promissory note will dilute our existing stockholders and depress the market priceof our common stock.

Asof the date of this prospectus, we are obligated to issue approximately 25,500,000 common shares upon conversion of the currentlyoutstanding Auctus Note and 208,333 shares upon exercise of the warrant. For Auctus, the shares total is based on $250,000 ofcurrently outstanding principal and unpaid interest and based upon a conversion price equal to the lesser of  (i) the lowesttrading price for the twenty-day period prior to the date of the Note or (ii) 65% of the average of the three lowest trading pricesduring the twenty days prior to a conversion notice on the applicable trading market or the closing bid price on the applicabletrading market..

Thetotal potential issuable shares increase with the inclusion of additional interest and any decrease in our stock price. As ofthe date of this prospectus, no shares have been issued pursuant to conversion of the Auctus Note and Auctus has not elected toconvert any part of the Auctus Note to date.

Theissuance of shares upon conversion of the notes will dilute our existing shareholders. The number of common shares issuable byus upon conversion of the notes is dependent on the trading price of our common shares during the twenty days prior to conversion.If the price of our stock declines in value, we will be obligated to issue more shares to the note holders which would have afurther dilutive effect on our stock which could depress the market price of our common stock.

Wemay be required to issue significant amount of common stock upon conversion of Auctus Note that could result in a change of control.

Theconversion price of the notes is based upon the trading price of our common shares. There is no way to determine with certaintythe number of common shares we will be required to issue should note holders convert their notes into our common shares. As thenotes are converted our stock price will decline requiring us to issue an increased number of common shares. We are currentlyauthorized to issue 300,000,000 common shares. We presently have 85,103,673 shares outstanding. We could be required to increaseour authorized shares to provide sufficient authorized common stock for conversion of the notes.

Theholders of the notes convertible into our common stock will pay less than the then- prevailing market price for our common stock.

Thenotes are convertible at the lesser of  (i) the lowest trading price for the twenty-day period prior to the date of the Noteor (ii) 65% of the average of the three lowest trading prices during the twenty days prior to a conversion notice on the applicabletrading market or the closing bid price on the applicable trading market. As such, the note holders have a financial incentiveto sell our common stock immediately upon receiving the shares to realize the profit equal to the difference between the discountedprice and the market price. If the noteholders sell shares, the price of our common stock will likely decrease. If our stock pricedecreases, the noteholders may have a further incentive to sell the shares of our common stock that they hold. These sales mayput further downward pressure on our stock price and reduce the value of your common shares.

Theprice of the Common Stock we are selling under this Offering is significantly higher than the conversion price of the Auctus Noteand warrant and the price of our common stock would likely drop to or below the conversion price of the Auctus Note upon conversionby Auctus.

Inthe event that Auctus converts the Auctus Note into common stock, the conversion price is significantly lower than the price atwhich we are selling our common stock in this offering. As a result, the sale by Auctus of our common stock could drive the marketprice down to the conversion price as determined at the date of conversion or lower. This could result in the purchaser of ourcommon stock in this offering to immediately loose a substantial portion of his or her investment.

Ifour stock price materially declines, the convertible note holders will have the right to a large number of shares of common stockupon exchange of amounts due under the notes, which may result in significant dilution.

Thenotes have a conversion feature which is based upon 65% of the average of the three lowest trading prices during the twenty daysprior to a conversion notice on the applicable trading market or the closing bid price on the applicable trading market. If ourcommon stock price materially declines, we will be obligated to issue a large number of shares to Auctus upon conversion. Thiswill likely materially dilute existing shareholders. The potential for such dilutive issuances upon conversion of outstandingnotes may depress the price of common stock regardless of our business performance, and could encourage short selling by marketparticipants, especially if the trading price of our common stock begins to decrease.

CAUTIONARYNOTE REGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus contains a number of “forward-looking statements”. Specifically, all statements other than statements ofhistorical facts included in this prospectus regarding our financial position, business strategy and plans and objectives of managementfor future operations are forward-looking statements. These forward-looking statements are based on the beliefs of managementat the time these statements were made, as well as assumptions made by and information currently available to management. Whenused in this prospectus 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 ofmanagement, are intended to identify forward-looking statements. These statements reflect our current view with respect to futureevents and are subject to risks, uncertainties and assumptions related to various factors.

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

Althoughwe believe that our expectations (including those on which our forward-looking statements are based) are reasonable, we cannotassure 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-lookingstatements as anticipated, believed, estimated, expected or intended.

Exceptfor our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation topublicly 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 theirentirety by the cautionary statements contained or referred to herein. In light of these risks, uncertainties and assumptions,the forward-looking events discussed in this prospectus and the documents incorporated by reference herein might not occur. 

USEOF PROCEEDS

Wewill not receive any of the proceeds from the sale of our common stock by the selling stockholder named in this prospectus. Allproceeds from the sale of the shares will be paid directly to the selling stockholder. If the selling stockholder does not electthe cashless exercise option in the warrant, will realize 100% of the proceeds upon the exercise of the outstanding warrant topurchase an aggregate of 208,333 shares of our common stock, which are exercisable at $0.60 per share.

DIVIDENDPOLICY

Todate, we have not declared or paid any dividends on our outstanding shares. We currently do not anticipate paying any cash dividendsin the foreseeable future on our common stock. Although we intend to retain our earnings to finance our operations and futuregrowth, our Board of Directors will have discretion to declare and pay dividends in the future. Payment of dividends in the futurewill depend upon our earnings, capital requirements and other factors, which our Board of Directors may deem relevant.

CAPITALIZATION

Thefollowing table sets forth our capitalization as of September 30, 2018:

Youshould read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations” and the financial statements and related notes included elsewhere in this prospectus.

DILUTION

“Nettangible book value” is total assets minus the sum of liabilities and intangible assets. “Net tangible book valueper share” is net tangible book value divided by the total number of shares outstanding on November 19, 2018, is a negative$49,778, or a negative $0.001 per share.

Aftergiving effect to our issuance and sale of 10,000,000 shares of common stock in this offering at an assumed public offering priceof $1.00 per share, after deducting the estimated offering expenses of $500,000 payable by us (See “Use of Proceeds”),the pro forma as adjusted net tangible book value as of September 30, 2018 would have been 9,950,222, or $0.09 per share. Thisrepresents an immediate increase in pro forma net tangible book value of $0.09 per share to our existing stockholders and an immediatedilution in pro forma net tangible book value of $0.41 per share to investors purchasing shares of common stock in this offeringat the assumed public offering price.

Thefollowing table illustrates this dilution:

Thefollowing table presents, on a pro forma basis as of September 30, 2018, with respect to the number of shares purchased from us,the total consideration paid or to be paid to us, which includes net proceeds received from the issuance of common stock, andthe average price per share paid or to be paid to us at the public offering price of $1.00 per share, before deducting estimatedoffering expenses:

Assumingthe offering is subscribed in full, sales in this offering will reduce the percentage of shares held by existing stockholdersto 89.49% and will increase the number of shares held by our new investors to 10,000,000 shares, or 10.51%, assuming no purchasesof our common stock by existing stockholders in this offering.

LEGALPROCEEDINGS

Fromtime to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary courseof our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverseeffect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedingsin the future.

DIRECTORS,EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS

Ourboard of directors, executive officers and key employees are as follows:

DavidPlatt, Ph.D. is the Chief Executive Officer and Chairman of our Board of Directors. Dr. Platt is a world-renowned expertin carbohydrate chemistry and has founded three publicly-traded companies, creating nearly $1B for investors. He has raised $150Mdirectly 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 officerfrom 2010 to April 1, 2015 and as a director from March 2017 to June 8, 2017, and 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). From1995 to 2000 Dr. Platt was the founder of International Gene Group (NASDAQ: IGGI, GLGS now LPJC). Dr. Platt received a Ph.D. inChemistry 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.

OlaSoderquist, MBA, CPA, CMA, CM&AA has more than 30 years of senior international entrepreneurial management experiencewithin technology companies. Ola’s managerial experience portfolio includes; Start-ups, Private, Public, Venture Capitaland 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) andBelden (NYSE: BDC) (2006-2011). His private company experience includes CFO and CAO positions in Proditec, Inc. (2001-2006), LFACorp. (2012-2014) and Faria Beede Instruments, Inc. (2014-2016). Ola is a multi-lingual senior finance professional poised towork globally and cross-functionally, particularly with complex projects involving change management, business integration, systemsimplementation, continuous improvement, and process excellence. He obtained a BS and an MSA rom Stockholm School of Economicsand an MBA from Babson College.

DaleH. Conaway, D.V.M., is a Director of the Company. He is the Chief Veterinary Medical Officer for the Office of ResearchOversight, an office within the Veterans Health Administration under the U.S. Department of Veterans Affairs. From 2001 to 2006,Dr. Conaway was the Deputy Regional Director (Southern Region). From 2010 to September 15, 2017, Dr. Conaway served as a memberof the board of directors of Boston Therapeutics, Inc.. From 1998 to 2001, Dr. Conaway served as Manager of the Equine Drug Testingand Animal Disease Surveillance Laboratories for the Michigan Department of Agriculture. From 1994 to 1998, he was RegulatoryAffairs Manager for the Michigan Department of Public Health Vaccine Production Division. Dr. Conaway received a D.V.M. degreefrom Tuskegee Institute and an M.S. degree in pathology from the College of Veterinary Medicine at Michigan State University.

AlanM. Hoberman, Ph.D. is president and CEO of Argus International, Inc., overseeing a staff of scientists and other professionalswho provide consulting services for industry, government agencies, law firms and other organizations, both in the U.S. and internationally.From 2014 to September 15, 2017 Dr. Hoberman served as a member of the board of directors of Boston Therapeutics, Inc. Between1991 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 workswith that organization to design, supervise and evaluate reproductive and developmental toxicity, neurotoxicity, inhalation andphotobiology studies. Dr. Hoberman holds a PhD in toxicology from Pacific Western University, an MS in interdisciplinary toxicologyfrom the University of Arkansas and a BS in biology from Drexel University.

HenryJ. Esber, Ph.D., a Director of the Company, has been a Principal in Esber D&D consulting since 2005. From 2003 to2005, Dr. Esber was a Senior Consultant, Business Development at Charles River Labs, Discovery and Development Services. From2010 to September 11, 2017, Dr. Esber served as a member of the board of directors of Boston Therapeutics, Inc. Dr. Esber hasmore than 35 years of experience in the areas of oncology/tumor immunology and immunotherapy as well as strong knowledge in thefield of toxicology and regulatory affairs. Dr. Esber received a B.S. degree in biology/pre-med from the College of William andMary, an M.S. degree in public health and parasitology from the University of North Carolina, and a Ph.D. in immunology/microbiologyfrom West Virginia University Medical Center.

AndersN. Utter, has more than 25 years of finance, accounting and management experience in medical devices, consulting and manufacturingindustries in capacities as CFO, Controller and Managing Director. He had progressively increased management experience in theEuropean Nolato Group and later on in the Amplex Group. Mr. Utter has had a broad business exposure with IFRS and GAAP reportingas well as with SOX compliance. He has also worked with M&A evaluations, financing and integration as well as more hands-onmanufacturing cost accounting and reporting. He is currently in charge of the finance control at one of General Cable’sentities. Mr. Utter is and has been serving as a director on boards in both profit as well as non-profit organizations. Mr. Utterholds an MBA from Babson College and a BA from Uppsala University in Sweden.

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

EmploymentAgreements

Ourofficers have entered into employment agreements and confidentiality, non-disclosure and assignment of inventions agreements withthe Company which include, among other things, provisions which restrict any of them from selling any shares of Company commonstock in the 180 days following the effective date of this registration statement. Other than provisions in the employment agreements,there are no arrangements or plans in which we provide pension, retirement or similar benefits for our officers or directors.Our officers and directors may receive stock options at the discretion of our board of directors in the future. We do not haveany bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our officers or directors,except that stock options may be granted at the discretion of our board of directors from time to time.

Changein Control and Severance Payments

Underthe terms of their employment agreements, our executive officers are entitled to receive certain payments upon the terminationwithout cause of their employment.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth certaininformation as of November 19, 2018 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 (as we do not have aclass of securities registered under Section 12 of the Exchange Act, holders of 5% or more of the outstanding shares of our commonstock are not currently required to file Schedule 13D or Schedule 13G with the Securities and Exchange Commission), (ii)each director; (iii) each of our executive officers named in the summary compensation table under “Director and ExecutiveCompensation” currently serving as an executive officer; and (iv) the executive officers and directors as a group. All personslisted below have (i) sole voting power and investment power with respect to their shares of common stock (the only class of outstandingstock), except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownershipwith respect to their shares of stock. The percentage of beneficial ownership is based upon 85,103,673 shares of common stock outstandingas of November 19, 2018. Except as otherwise indicated in the footnotes to the table, the persons and entities named in the tablehave sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, whereapplicable.

DESCRIPTION OF BUSINESS

Overview

Bioxytran, Inc. (“we”,“us”, or the “Company”) is an early stage pharmaceutical company focused on the development, manufactureand commercialization of therapeutic drugs designed to address hypoxia in humans, which is a lack of oxygen to tissues, in a safeand efficient manner. If it is not addressed, lack of oxygen to tissues, or hypoxia, results in necrosis, which is the death ofcells comprising body tissue. Necrosis cannot be reversed. Our lead drug candidate, code named BXT-25, is an oxygen-carrying smallmolecule consisting of bovine hemoglobin stabilized with a co-polymer with intended applications to include treatment of hypoxicconditions in the brain resulting from stroke, and hypoxic conditions in wounds to prevent necrosis and to promote healing. Necrosis,Our initial focus is the treatment of hypoxic conditions in the brain resulting from stroke, and hypoxic conditions in wounds toprevent necrosis and to promote healing. We believe that ours is a novel approach that will result in the creation of safe drugalternatives to existing therapies for effectively addressing hypoxic conditions in humans. Our drug development efforts are guidedby specialists on co-polymer chemistry and other disciplines, and we intend to supplement our efforts with input from a scientificand medical advisory board whose members are leading physicians.

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

Company Overview

 We are an earlystage pharmaceutical company founded in 2008 to focus on the development, manufacture and commercialization of therapeutic drugsdesigned to address hypoxia in humans, which is a lack of oxygen to tissues, in a safe and efficient manner. Our initial focusis the treatment of hypoxic conditions in the brain resulting from stroke, and hypoxic conditions in wounds to prevent necrosisand to promote healing.

Currently, our leadpharmaceutical drug candidate is code named BXT-25, which is an oxygen-carrying small molecule consisting of bovine hemoglobinstabilized with a co-polymer. This modified hemoglobin will be an injectable IV drug that we believe will be effective in preventingnecrosis, or cell death, by carrying oxygen to human tissue when blood flow to the brain or to a wound is blocked or otherwisecompromised. A second drug candidate, BXT-252, is a chemical structure sub-class of BXT-25 and is designed to treat hypoxia inwounds that do not heal. While our initial focus is on hypoxia in the brain and wound healing, we believe that our technology offerspotentially effective treatments for anemia, cancer conditions and trauma.

Both BXT-25 and BXT-252are based on novel unproven technologies. Although we have not conducted research applying our co-polymer technology and relatedchemistry to the treatment of hypoxic conditions, we know from Dr. Platt’s prior research that our technology enables thecreation of molecules that are 5,000 times smaller than human red blood cells and we believe that our proprietary technology willenable these molecules to carry oxygen for delivery to tissue through the bloodstream. We also know that the small size of thesemolecules will more effectively enable their delivery to hypoxic tissues which red blood cells cannot reach under the clinicalconditions we intend to address. We may be unsuccessful in developing these technologies into drugs which the United States Foodand Drug Administration (FDA) ultimately will approve.

Stroke

Stroke,also known as cerebrovascular accident (CVA), or brain attack, occurs when poor flow to the brain results in necrosis and celldeath. Strokes can be classified into two major categories: ischemic and hemorrhagic. Ischemic strokes are caused by interruptionof 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 cerebralartery. Whether thrombotic or embolic, an ischemic stroke restricts the flow of blood to the brain and results in near-immediatephysical and neurological deficits.

Accordingto the Center for Disease Control, there are about 795,000 new or recurrent cases of stroke in the United States each year, ofwhich 610,000 are new cases and 185,000 recurrent cases. One hundred thirty thousand (130,000) Americans are killed by stroke eachyear, or one very 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, a figure which includes the cost of health care services, medicationsto treat the stroke, and missed days of work.

 Wound healing

Wound healing is theprocess by which skin or other body tissue repairs itself after trauma. In undamaged skin, the epidermis, or the surface layerof skin, and dermis, the deeper layer, form a protective barrier against the external environment. When the barrier is broken,an orchestrated cascade of biochemical events is set into motion to repair the damage. This process is divided into predictablephases: blood clotting or hemostasis, inflammation, tissue growth and proliferation and tissue remodeling maturation. In casesof hypoxia, or a lack of oxygen delivery into the damaged tissue, the tissue growth and proliferation is delayed, and the woundwill not heal itself.

Hemoglobin and ComplexCo-Polymer Science

Oxygen therapeuticsdescribe generally a class of agents that will be administered intravenously to enhance the oxygen delivery capability of blood.These oxygen transporting agents may be perfluorcarbon (PFC) emulsions or modified hemoglobin solutions. Our technology involvesthe 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. Ournovel, complex co-polymer molecules can be produced at specific molecular weights and with other pharmaceutical properties; andin the production of BXT-25, we intend to use naturally occurring, readily-available materials that are Generally Recognized asSafe (GRAS) for humans under the Federal Food, Drug and Cosmetic Act. A GRAS co-polymer will have a known toxicity profile as partof the BXT-25 molecular structure.

The BXT-25 co-polymerhemoglobin molecule is 5,000 times smaller than an RBC, enabling that small molecule to reach hypoxic tissue more effectively thanRBCs. BXT-25 will be administered as an injectable IV drug that will circulate in the blood collecting oxygen from the lungs andreleasing the oxygen molecules where tissue has developed ischemia, or lack of oxygen. BXT-25 has oxygen affinity that mimics RBCsand is not expected to cause adverse effects and is compatible with all blood types. The shelf life of BXT is expected to be twoyears at room temperature.

A biosimilar productto BXT-25 that formerly was produced by Biopure Corporation, a company which has ceased doing business, demonstrated no adverseeffects in humans. It also demonstrated a shelf life of two years at room temperature. We expect BXT-25 to have the same characteristics.The co-polymers we will incorporate into BXT-25 have a GRAS designation, and are not expected to introduce any additional adverseeffects. With regard to compatibility with all blood types, the differences between an BXT-25 molecule and a red blood cell arenot limited to differences in size. Surfaces of red blood cells include different antigens which determine the blood type as A,B, AB or O. BXT-25 will be compatible with all blood types because it is a single, modified hemoglobin molecule stabilized witha GRAS co-polymer which, unlike a red blood cell, has neither antigens nor a Rh factor.

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

Our products includeas a raw material commercially available 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 requirementsof a herd management program that assures the origin, health, feed and quality of the cattle used as a raw material source. Oursuppliers will contract to maintain traceable records on animal origin, health, feed and care as part of our effort to assure theuse of known, healthy animals in compliance with applicable laws and regulations.

Bovine whole blood willbe collected in individual pre-sanitized containers. The containers will be shipped to separation facility. Prior to collectionof the blood, the animals undergo live inspection. Then, following blood collection, the animal carcass undergoes U.S. Departmentof Agriculture (USDA) inspection for use as beef for human consumption. If an animal carcass is retained for further inspectionfor final disposition by the USDA veterinarian, we reject the corresponding container of whole blood. We have validated and testedthe processes described below for removal of potential pathogens in our raw material. Potential pathogens include bacteria, virusessuch as those leading to hepatitis and AIDS, and the transmissible spongiform encephalopathies that cause rare neurological disorderssuch as “mad cow disease” and its human equivalent. The validation of a process means that it has been tested and documentedand that it performs adequately. Health and regulatory authorities have given guidance directed at three factors to control thesediseases: 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 majorsteps 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 that has been collected in an aseptic fashion is processedto first remove plasma and then to remove at high concentration the hemoglobin protein from red blood cells. The hemoglobin isthen purified of other red cell proteins by anion exchange chromatography. The purified hemoglobin is then stabilized by the additionof 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, takes place on the stabilized hemoglobin. The combination polymers will be filled with asolution suitable for infusion. The product is then run through sterilizing filters into sterile product bags.

Management

Our managementteam and advisors include most notably our CEO and Chairman David Platt, Ph.D., who has played a leading role in the developmentof 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 than 30 years of senior international entrepreneurial management experience withinmany industries, both public and private companies.

Dr. Plattand Mr. Soderquist are our only employees and each of them is committed on a full-time basis. There is currently no compensation.

BusinessDevelopments

We will develop and,through third party contracts, manufacture oxygen therapeutics. Our oxygen therapeutics are a new class of pharmaceuticals thatare administered intravenously to transport oxygen to the body’s tissues. Currently there are four drugs candidates to treata stroke. Abciximab from Eli Lilly is a platelet aggregation inhibitor. Clinical trials show little advantage over placebos andcould lead to dangerous side effects, including more bleeding in patients. Cerovive from AstraZeneca is a Nitrone-based neuro protectantcurrently in phase III clinical trials which shows no significant benefit over placebos with respect to changes in neurologicalimpairment as measured by the national institute of health stroke scale. Candesartan, from AstraZeneca, is an angiotensin receptorblocker which was used to control blood pressure. Its efficacy in stroke patients still must be proven. Ancod from Knoll Pharmaceuticalsis an anti-coagulant that acts by breaking down the fibrinogen. It increases the risk of hemorrhage similar to those associatedwith tPA.

Using our issued patentsand proprietary technology, we will develop and manufacture BXT-25 and similar drugs for applications including treatment of strokeconditions. Our patent position consists of 3 parts: a patent relating to our co-polymer technology issued in 2009 by the UnitedStates Patent and Trademark Office expiring in February 2029 (method patent for producing modified pectins consisting of neutralsugar sequences ) and assigned to us outright by David Platt; various methods to stabilize a single hemoglobin molecule that arein the public domain; and proprietary technology that is the subject of issued in 2001 by the United States Patent and TrademarkOffice expiring in June 2021 (Enhancement of Delivery of Radio imaging and Radioprotective Agents). Dr. Platt did not receive andcompensation from the Company in consideration of his assignment of the two patents.

The FDC Act and otherfederal 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 productapproval processes are very expensive and time-consuming. Our goal, to advance our leading drug candidate, BXT-25, through regulatorysubmissions for Investigational New Drug (IND) status in the United States, is subject to expensive and time-consuming approvalprocesses.

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 otherfederal 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, andimport and export of pharmaceutical products. Failure to comply with applicable U.S. requirements may subject a company to a varietyof 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 productdevelopment in the United States typically involves preclinical laboratory and animal tests, the submission to the FDA/EMA of anIND application, which must become effective before clinical testing may commence, and adequate and well-controlled clinical trialsto establish the safety and effectiveness of the drug or biologic for each indication for which FDA/EMA approval is sought. Satisfactionof FDA/EMA pre-market approval requirements typically takes many years (typically between 5-7 years post an IND submission) andthe actual time required may vary substantially based upon the type, complexity and novelty of the product or disease.

Preclinical tests includelaboratory 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 informationabout product chemistry, manufacturing and controls, and a proposed clinical trial protocol. Long term preclinical tests, suchas animal tests of reproductive toxicity and carcinogenicity, may continue after the IND is submitted.

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

Clinical trials involvethe 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 underprotocols detailing the objectives of the trial, the parameters to be used in monitoring safety and the effectiveness criteriato be evaluated. Each protocol involving testing on U.S. patients and subsequent protocol amendments must be submitted to the FDAas part of the IND.

The FDA may order thetemporary or permanent discontinuation of a clinical trial at any time or impose other sanctions if it believes that the clinicaltrial 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 institutionalreview board, or IRB, for approval. An IRB may also require the clinical trial at the site to be halted, either temporarily orpermanently, for failure to comply with the IRB’s requirements, or may impose other conditions.

Clinical trials to supportNew Drug Applications (NDAs) are typically conducted in three sequential Phases, but the Phases may overlap. In Phase 1, the initialintroduction of the investigational drug candidate into healthy human subjects or patients, the investigational drug is testedto 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 effectivenessof the investigational drug for a particular indication or indications, dosage tolerance and optimum dosage, and identify commonadverse 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 investigationaldrug demonstrates evidence of effectiveness and an acceptable safety profile in Phase 2 evaluations, Phase 3 clinical trials areundertaken to obtain additional information about clinical efficacy and safety in a larger number of patients, typically at geographicallydispersed clinical trial sites, to permit the FDA to evaluate the overall benefit-risk relationship of the investigational drugand to provide adequate information for its labeling.

After completion ofthe required clinical testing, an NDA, is prepared and submitted to the FDA. FDA approval of the marketing application is requiredbefore 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, andcontrols.

The FDA has 60 daysfrom its receipt of an NDA to determine whether the application will be accepted for filing based on the agency’s thresholddetermination that it is sufficiently complete to permit substantive review. Once the submission is accepted for filing, the FDAbegins an in-depth review. The FDA has agreed to certain performance goals in the review of marketing applications. Most such applicationsfor non-priority drug products are reviewed within ten months. The review process may be extended by the FDA for three additionalmonths 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 efficacyto an advisory committee, typically a panel that includes clinicians and other experts, for review, evaluation and a recommendationas to whether the application should be approved. The FDA is not bound by the recommendation of an advisory committee, but it generallyfollows such recommendations. Before approving a marketing application, the FDA will typically inspect one or more clinical sitesto assure compliance with GCP.

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

After the FDA evaluatesthe NDA and the manufacturing facilities, it issues an approval letter or a complete response letter. A complete response letteroutlines the deficiencies in the submission and may require substantial additional testing or information in order for the FDAto 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 approvalletter. 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 enoughor effective enough or because it does not believe that the data submitted are reliable or conclusive.

An approval letter authorizescommercial marketing of the drug product with specific prescribing information for specific indications. As a condition of approvalof the marketing application, the FDA may require substantial post-approval testing and surveillance to monitor the drug product’ssafety or efficacy and may impose other conditions, including labeling restrictions, which can materially affect the product’spotential market and profitability. Once granted, product approvals may be withdrawn if compliance with regulatory standards isnot maintained or problems are identified following initial marketing.

Once a NDA is approved,a product will be subject to certain post-approval requirements. For instance, the FDA closely regulates the post-approval marketingand 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

BXT-25 is a co-polymerwith modified hemoglobin. It will be administered as an intravenous injectable solution that can potentially prevent necrosis,or cell death, and treat hypoxic conditions such as stroke and wounds that will not heal. BXT-25, as an Oxygen Therapeutic, hasa very broad range of potential applications, including but not limited to, tissue death prevention, wound healing, traumatic bloodloss, traumatic brain injury, stroke, cancer, surgery, transplant and anemia. In addition, since donated human blood needs refrigerationand has a shelf life of less than one month, BXT-25 can serve as an adjunct to or replacement for donated blood in trauma and surgerycases when there are human blood supply deficiencies or where refrigeration is not available or reliable.

The only FDA approvedtreatment for ischemic strokes is tissue plasminogen activator tPA, also known as IV rtPA, given through an IV in the arm. tPAworks by dissolving the clot and improving blood flow to the part of the brain being deprived of blood flow. If administered within3 hours and up to 4.5 hours in certain eligible patients, tPA may improve the chances of recovering from a stroke. Another treatmentoption is an endovascular procedure called mechanical thrombectomy in which a blood clot is removed by threading a wired-cageddevice called a stent retriever through an artery in the groin up to the blocked artery in the brain. The stent opens and grabsthe clot, enabling the removal of the stent with the trapped clot.

Hypoxia is a conditionin which cells lack sufficient oxygen supply to support metabolic function. The BXT-25 co-polymer hemoglobin molecule containsoxygen rechargeable iron which picks up oxygen in the lungs, is 5,000 times smaller than an RBC, and can reach hypoxic tissue moreeffectively than RBCs. Products similar to BXT-25 are stable at room temperature and have no blood type matching requirement. Weplan to introduce BXT-25 in clinical trials for hypoxic medical conditions as stroke and wound healing.

For the production ofBXT-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 quantityof BXT-25 for animal toxicity and pre-clinical trials for animals. We have not conducted any clinical trials on animals or humansto confirm the efficacy of or filed any applications with the FDA with respect to BXT-25. We are in the process of developing BXT-25for pre-clinical studies for human use, in order to conduct clinical trials and to file applications with the FDA as applicable.We expect to file an IND application with the FDA in 2018, provided we obtain adequate funding.

We will seek approvalof BXT-25 for the treatment of adults at early stages of stroke. This product is being developed for the management of patientswith cardiovascular ischemia or hypoxia of the brain and as an early intervention in an out-of-hospital setting for the treatmentof patients with hypoxia of the brain as a result of a stroke.

A second indicationwill be to treat patients with unhealed wound due to hypoxia. The most effective wound healing technique to date is HyperbaricBioxytran (HBOT) and is defined as exposure to 100% oxygen at greater than one atmosphere of pressure (>760mmHg). This therapyplays an adjunctive role in the management of acute and chronic wounds. The potential risks of HBOT are relatively small and contraindicationsare rare. Exposure to increased barometric pressure inside a hyperbaric chamber increases the oxygen content dissolved in plasma.The dissolved oxygen is the metabolically active fraction of oxygen that can now penetrate tissues compromised by chronic or acuteinflammation, tissue edema, and microvascular thrombosis or rarefaction. There are multiple mechanisms of action of HBOT, includingreduction of leukocyte adhesion to vascular endothelium and increase in tissue levels of nitric oxide, hypoxia inducible factor-1,and vascular endothelial growth factor. The induction of regeneration of tissues observed and is related to the stimulation ofbone marrow-derived progenitor cells. HBOT has antimicrobial effects and increases intracellular leukocyte killing by the oxygen-dependentperoxidase system. To benefit wound healing, daily treatments range from 20 to 60 sessions. Typical doses and durations range from2.0 to 3.0 atmospheres absolute for a total of 60–120 min. Rigorous comparison of dose responses and treatment algorithmsis lacking. We believe that BXT-25 will benefit patients as well as or better than HBOT and do so with greater cost effectiveness.

Ischemia

Our future clinicaldevelopment strategy for ischemia is to conduct pilot trials of BXT-25 to assess the potential of several ischemia indicationsincluding wound healing and brain injury before committing funding for advanced trials. These pilot trials will be designed toprovide preliminary safety and efficacy data to help us select a lead indication for further development. We believe some of thetrials will allow the company to collaborate with a strategic partner in the future. We intend to pursue our ischemia developmentprogram in the USA with BXT-25. We need FDA approval of BXT-25 as an IND and Investigational Review Board (IRB) for hospital authorizationin the US to start safety trials in healthy volunteers. The Company expects to obtain these approvals and to start patient enrollmentin the first quarter of 2020.

We believe thatour product will promote wound healing by transporting oxygen through partially blocked arteries to oxygen-deprived tissues. AnBXT-25 molecule at room temperature solution is 5,000 times smaller than a red blood cell and its size enables its delivery tooxygenate tissue with advanced fibrosis or scarring condition where red blood cells will not go. We intend to conduct a clinicaltrial to demonstrate the efficacy of BXT-25 for this purpose. Our current plan is to initiate a trial in the first quarter of 2020in which 100 patients will receive either a control solution or 30 grams of modified hemoglobin in the form of BXT-25 before surgery,followed by the same dose daily for three days. Patients will be monitored until discharged from the hospital and at 15, 30 and60 days post-surgery, with survival and quality of life information collected at three and six months post-surgery.

European Directorate for the Qualityof Medicines Certification (EDQM)

In August 2005, theEuropean Directorate for the Quality of Medicines issued updated Certificates of Suitability of Monographs of the European Pharmacopoeiafor a product similar to BXT-25 produced by Biopure Corporation, a US company that has ceased doing business. These documents suggestthat that the raw material (modified hemoglobin from cattle) for our biosimilar product, BXT-25, will meet the European Pharmacopoeiacriteria for minimizing the risk of transmitting animal Transmissible Spongiform Encephalopathies such as “mad cow”disease. EDQM certification is required for all new and approved human and veterinary medicinal products that are manufacturedfrom materials taken from cattle and marketed in the European Union. As part of the certification process, we will be requiredto provide technical information on the manufacturing process, the origin of the raw material and type of tissue used, the cattletraceability, beginning at their country of birth, and auditing, and a risk analysis from an independent expert.

We intend to establishand implement clinical development programs that add value to our business in the shortest period of time possible and to seekstrategic partners when a program becomes advanced and requires additional resources. We intend to continue focusing our expertiseand resources to develop novel formulations, and to leverage development partnerships to apply our complex co-polymer chemistrydesigns in other medical indications. We may seek to enter into licensing, co-marketing, or co-development agreements across differentgeographic regions, in order to avail ourselves of the marketing expertise of one or more seasoned marketing and/or pharmaceuticalcompanies. Our strategy is to leverage considerable industry experience, expertise in complex co-polymer chemistry and clinicaldevelopment experience to continue to identify, develop and commercialize product candidates with strong market potential thatcan fulfill unmet medical needs in the treatment of diabetes and inflammatory diseases. We plan to further develop new and proprietarydrug candidates to provide improved efficacy and safety by using novel development pathways specific to each drug candidate.

A core part of our strategyrelies upon creating safe and efficacious drug formulations that can be administered as standalone therapies or in combinationwith existing medications. We believe we utilize a novel approach that is expected to create safe and efficacious drug formulationsthat can be combined with existing therapies and potentially deliver valuable products in areas of high unmet medical needs. Wewill assemble a scientific advisory board consisting of scientists with both academic and corporate research and development experiencethat 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 participatedin relevant clinical studies and who will guide us through ongoing clinical trial programs. Our scientific and medical advisoryboards consist of some of leading scientists, medical doctors and professionals in the co-polymer and ischemic brain injury field.

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

Market Opportunity

Hypoxia

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

Presently, there isno substitute for Bioxytran as human blood to deliver oxygen to the body to alleviate hypoxia conditions or luck of oxygenation;and transfusions involve certain risks and limitations. The standard therapy for reversing hypoxia is blood infusion, RBCs or hyperbaricoxygen. Hyperbaric medicine or hyperbaric oxygen therapy (HBOT) is a medical term for using oxygen at a level higher than atmosphericpressure. 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 becominga proven oxygen therapeutics for stroke and would healing. These products were either blood-derived elements, synthetic perfluorocarbons,or red blood cell modifiers. According to the Fact Sheet No. 279 published June 7, 2014 by the World Health Organization, thereis a global shortage of transfusion suitable blood of 110 million units, and the need for blood is rising 6-7% annually. BXT-25may serve also as an Bioxytran when blood is not available and has a very broad range of potential applications beyond ischemicstroke or wound healing.

Key Strengths

We believe that ourkey differentiating elements include:

Focus on novel therapeuticopportunities provided by co-polymer: We are focused on development of co-polymer compounds to stabilize the modified hemoglobinmolecule. 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.

Our business is subject to numeroussignificant risks, as more fully described in the section entitled “Risk Factors” immediately following this prospectussummary. You should read and carefully consider these risks, together with the risks set forth under the section entitled “RiskFactors” and all of the other information in this prospectus, including the financial statements and the related notes includedelsewhere in this prospectus, before deciding whether to invest in our common stock. If any of the risks discussed in this prospectusactually occur, our business, financial condition or operating results could be materially and adversely affected. In particular,our risks include, but are not limited to, the following:

Corporate Information

We were formed on June9, 2008 as a Nevada corporation under the name of Bioxytran, Inc. Initially, we focused on our BXT-25 drug candidate in two medicalconditions stroke and wound healing.

Our principal executiveoffices are located at 233 Needham St., Suite 300, Newton, MA 02464.

MANAGEMENT’S DISCUSSION AND ANALYSISOF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysisis based on, and should be read in conjunction with the audited financial statements and the notes thereto for the period sincethe inception of the Company through September 30, 2018 included elsewhere in this Prospectus. This discussion contains forward-lookingstatements. These statements are often identified by the use of words such as “may,” “will,” “expect,”“believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,”and similar expressions or variations. Such forward looking statements are subject to risks, uncertainties and other factors thatcould cause actual results and the timing of certain events to differ materially from future results expressed or implied by suchforward-looking statements. The forward-looking statements in this Prospectus represent our views as of the date of this Prospectus.We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update theseforward-looking statements at some point in the future, we have no current intention of doing so except to the extent requiredby applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any datesubsequent to the date of this Prospectus.

Overview

We believe that we willbe able to continue our business operations for approximately the next 12 months without raising any additional capital. We anticipatethe need for approximately one million in additional funding to support the planned expansion of our operations over the next approximately12 months.

Bioxytran, Inc. is headquarteredin Newton, Massachusetts. The Company’s initial product pipeline is focused on developing and commercializing therapeuticmolecules for stroke and wound healing. BXT-25 is an injectable anti-necrosis drug specifically designed to treat a person immediatelyafter that person suffers an ischemic stroke. The drug will be injected intravenously to travel to the lungs to pick up oxygenmolecules to carry to the brain. Like a red blood cell the drug will cross the blood brain barrier, which is a protective semi-permeablemembrane allowing some material to cross but preventing others from crossing. BXT-25 will diffuse oxygen into the brain tissues.The BXT-25 molecule is 5,000 times smaller than a red blood cell.

Our second product,BXT-252, is an injectable anti-necrosis drug specifically designed to treat a wound that does not heal because limited amount ofoxygen reach the wound. As is the case with BXT-25, we believe that BXT-252 will enable the delivery of oxygen to tissue in conditionsin which RBCs do not, enabling wound healing by addressing the necrosis problem

The accompanying financialstatements have been prepared assuming the Company will continue as a going concern. The Company has limited resources and operatinghistory. As described in the subsequent events, see Note to the financial statements, we have on October 24 issued a two-tranche8% convertible promissory note of $500,000 in gross proceeds in order to finance the company until the S/1 becomes effective. Asshown in the accompanying financial statements, the Company had an accumulated deficit of $134,882 as of September 30, 2018.

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

Management plans toseek additional capital through private placements and public offerings of its common stock. There can be no assurance that theCompany will be successful in accomplishing its objectives. Without such additional capital or the establishment of strategic relationshipswith established pharmaceutical companies, the Company may be required to cease operations. These conditions raise substantialdoubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustmentsrelating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities thatmight be necessary in the event the Company cannot continue operations.

Results of Operations

We are a development-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.

Liquidity and Capital Resources

As of September 30, 2018, we had totalassets of $2,831 and total liabilities of $52,609, which were all current liabilities, and which consisted of $45,262 in accountspayable and accrued expenses and $7,347 in accounts payable to related parties.

At September 30, 2018, we had total workingcapital of negative $49,778 and an accumulated deficit of $134,882. We believe that we must raise not less than $2,000,000 in thecurrent offering in addition to current cash on hand to be able to continue our business operations for approximately the next15 months.

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

Contractual obligations

We do not currently have any material contractualobligations.

Off-Balance Sheet Arrangements

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

DESCRIPTION OF PROPERTY

We do not currently own any real property.We lease access to shared office space at 233 Needham Street, Suite 300, Newton, MA 02464 on a month-to-month basis for $155 permonth. We believe this facility is adequate for our current needs. As we receive funding and our operations expand, we anticipatethat we will seek to lease additional office space.

CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS

From the date of the Company’s Mergeron September 21, 2018 we have not entered into any material transactions or series of transactions that would be considered materialin which any officer, director or beneficial owner of 5% or more of any class of our capital stock, or any immediate family memberof any of the preceding persons, had a direct or indirect material interest, and there are no transactions presently proposed,except as follows:

David Platt have advanced $6,219 whileOla Soderquist has advanced $1,128 as of September 30, 2018.

DIRECTOR AND EXECUTIVE COMPENSATION

The following table sets forth informationconcerning all cash all cash and non-cash compensation awarded to, earned by or paid to the Company’s chief executive officerand chief financial officer, regardless of compensation level. The Company’s chief executive officer and Chief FinancialOfficer 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

Grants of Plan-Based Awards

There were no equity or non-equity awardsgranted to any of our Executive Officers from the Company’s inception through September 30, 2018.

Outstanding Equity Awards at September 30, 2018; Option exercisesand vested

There were no outstanding options or equityawards held by the Company’s Executive Officers at September 30, 2018.

Director Compensation

All compensation paid to our employee directorsis set forth in the table summarizing executive officer compensation above. Our non-employee directors currently are entitled toreceive 1,000 shares of our common stock for each meeting that they attend. Except for the foregoing, there are currently no agreementsin effect entitling them to compensation.

Employment Contracts

Our executive officers have entered intoemployment contracts and confidentiality, non-disclosure and assignment of invention agreements. Except for a commitment to payDavid Platt and Ola Soderquist $6,000 in monthly compensation, starting in October 2018, the employment agreements do not providefor the payment of any compensation to our executive officers but provide for the payment of $100,000 (subject to upward adjustmentin certain circumstances) in severance upon termination of employment without cause and make no provisions for any payment upona change of control. The employment agreements also prohibit the sale of any common stock owned by our executive officers in the180 days following the effective date of this Registration Statement. There are no arrangements or plans in which we provide pension,retirement or similar benefits for any of executive officers or directors. Our executive officers and directors may receive stockoptions at the discretion of our board of directors in the future. We do not have any bonus or profit-sharing plans pursuant towhich cash or non-cash compensation is or may be paid to any of our executive officers or directors, except that stock optionsmay be granted at the discretion of our board of directors from time to time.

Compensation 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 achievementof its goals that may be inherent in its compensation programs. The Compensation Committee will review and discuss its assessmentwith management and outside legal counsel to confirm that the Company’s compensation programs are and will be within industrystandards and designed with the appropriate balance of risk and reward to align employees’ interests with those of the Companywithout incenting employees to take unnecessary or excessive risks. We believe our compensation plans will be appropriately structuredconsistent with the Company’s status as a pre-revenue start-up enterprise, and will not be reasonably likely to result ina material adverse effect on the Company.

SecuritiesAuthorized for Issuance under Equity Compensation Plans

Securities Authorized for Issuanceunder Equity Compensation Plans

On January 19, 2010, the Company establisheda 2010 Employee, Director and Consultant Stock Plan (the “2010 Plan”). The 2010 Plan was approved by theCompany’s board of directors and by the consent of the shareholders owning a majority of the outstanding shares.  Thematerial features of the 2010 Plan are described below.

Administration

A designated Administrator, or in the absenceof such, our Board of Directors’ Compensation Committee or both, in the sole discretion of our Board, administers the 2010Plan, which was approved by the Company’s Board of Directors on January 19, 2010. The Board, subject to the provisions ofthe 2010 Plan, has the authority to determine and designate officers, employees, directors and consultants to whom awards shallbe made and the terms, conditions and restrictions applicable to each award (including, but not limited to, the option price, anyrestriction or limitation, any vesting schedule or acceleration thereof, and any forfeiture restrictions). The Board may, in itssole discretion, accelerate the vesting of awards. The Board of Directors must approve all grants of Options and Stock Awards issuedto our officers or directors.

Types of Awards

The 2010 Plan is designed to enable usto offer certain officers, employees, directors and consultants of us and our subsidiaries equity interests in us and other incentiveawards in order to attract, retain and reward such individuals and to strengthen the mutuality of interests between such individualsand our stockholders.  In furtherance of this purpose, the 2010 Plan contains provisions for granting incentiveand 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 optionsshall be exercisable shall be determined by the Board at the time of grant. Such option price shall not be less than 100% of thefair market value of the Common Stock on the date of grant. The option price must be paid in cash, money order, check or CommonStock of the Company.  The Options may also contain at the time of grant, at the discretion of the Board, certain othercashless exercise provisions.

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

Common Stock Award. “CommonStock Award” is shares of Common Stock that will be issued to a recipient at the end of a restriction period, if any, specifiedby the Board if he or she continues to be an employee, director or consultant of us. If the recipient remains an employee, directoror consultant at the end of the restriction period, the applicable restrictions will lapse and we will issue a stock certificaterepresenting such shares of Common Stock to the participant. If the recipient ceases to be an employee, director or consultantof us for any reason (including death, disability or retirement) before the end of the restriction period unless otherwise determinedby the Board, the restricted stock award will be terminated.

Eligibility

The Company’s officers, employees,directors and consultants of U.S. Rare Earth Minerals, Inc. are eligible to be granted stock options, and Common Stock Awards.  Eligibilityshall be determined by the Board; however, all Options and Stock Awards granted to officers and directors must be approved by theBoard.

Termination or Amendment of the 2010Plan

The Board may at any time amend, discontinue,or terminate all or any part of the 2010 Plan, provided, however, that unless otherwise required by law, the rights of a participantmay not be impaired without his or her consent, and provided that we will seek the approval of our stockholders for any amendmentif such approval is necessary to comply with any applicable federal or state securities laws or rules or regulations.

Awards

On April 25, 2017, 3,000,000 (pre-split)100,000 (post-split) shares were issued to two consultants under the 2010 Plan to pay for services rendered to the Company in lieuof cash. These awards are made when the Company does not have sufficient cash to pay for the services provided to the Company.

Shares Subject to the 2010 Plan

Subject to adjustment, the aggregate numberof shares of Stock which may be delivered under the 2010 Plan shall not exceed a number equal to 15% of the total number of sharesof Stock outstanding immediately following the Effective Time, assuming for this purpose the conversion into Stock of all outstandingsecurities that are convertible by their terms (directly or indirectly) into Stock; provided, however, that, as ofJanuary 1 of each calendar year, commencing with the year 2011, the maximum number of shares of Stock which may be deliveredunder the 2010 Plan shall automatically increase by a number sufficient to cause the number of shares of Stock covered by the 2010Plan to equal 15% of the total number of shares of Stock then outstanding, assuming for this purpose the conversion into Stockof all outstanding securities that are convertible by their terms (directly or indirectly) into Stock.

The Company filed a registration statementon August 29, 2016 with the Securities and Exchange Commission to register 6,200,000 (pre-split) 206,666 (post split) additionalshares to be available to be issued from the 2010 Plan.

Federal Tax Consequences

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

Incentive Stock Options.  Incentivestock options granted under the 2010 Plan are designed to qualify for the special tax treatment for incentive stock options providedfor in the Internal Revenue Code (the “Code”).  Under the provisions of the Code, an optionee who at alltimes from the date of grant until three months before the date of exercise is an employee of the Company, and who holds the sharesof 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 thesale of the shares.  If such shares are held by the optionee for the required holding period, the Company will not beentitled to any tax deduction with respect to the grant or exercise of the option.  If such shares are sold by the optioneeprior to the expiration of the holding periods described above, the optionee will recognize ordinary income upon such disposition.  Uponthe exercise of an incentive stock option, the optionee will incur an item of tax preference equal to the excess of the fair marketvalue of the shares at the time of exercise over the exercise price, which may subject the optionee to the alternative minimumtax.

Non-Qualified Options. Under presentTreasury regulations, an optionee who is granted a non-qualified option will not realize taxable income at the time the optionis granted. In general, an optionee will be subject to tax for the year of exercise on an amount of ordinary income equal to theexcess of the fair market value of the shares on the date of exercise over the option price, and the Company will receive a correspondingdeduction. Income tax withholding requirements apply upon exercise. The optionee’s basis in the shares so acquired will beequal 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 heldafter the option is exercised.

Common Stock Awards. Recipientsof 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. Therecipient’s income and the Company’s deduction will be equal to the fair market value of the shares on the date oflapse or release of such restrictions. It has been the Company’s policy to value the cost of the issuance of said unregisteredshares at the then bid price of the stock when issued.

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

Corporate Governance

The Company has established and approvedcharters for separate audit, compensation and nominating/governance committees of its board of directors.

Code of Ethics. A code of business conductand 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 andregulations, (d) the prompt reporting violation of the code and (e) accountability for adherence to the code. We are not currentlysubject 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 Boardof Directors consists of six members. We are not currently subject to any law, rule or regulation requiring that all or any portionof our Board of Directors include “independent” directors. Three of the members of the Board of Directors, Dale H.Conaway, D.V.M., Alan Hoberman and Henry Esber are “independent” as defined in Section 4200(a)(15) of NASDAQ StockMarket Rules.

Audit Committee. Our Board of Directorshas established an audit committee, whose members are initially Anders Utter, as Chairman, Henry Esber, Alan Hoberman and DaleConaway.

Nominating and Governance Committee. OurBoard of Directors has established a nominating and governance committee, whose initial members are Dale Conaway, Chairman, HenryEsber and Alan Hoberman.

Compensation Committee. The Board of Directorshas appointed Henry Esber, Chairman, Dale Conaway and Alan Hoberman to our compensation committee.

Indemnification Agreements

None. Our By-laws provide for the indemnificationof directors and officers. See “Indemnification of Directors and Officers.”

Director Independence

Four of the members of the board of directorsare “independent” as defined under the rules of the NASDAQ Stock Market.

CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

DESCRIPTION OF CAPITAL STOCK

We have authorized capital stock consistingof 300,000,000 shares of common stock, $.001 par value per share (“Common Stock”) and 50,000,000 shares of preferredstock, $.001 par value per share (“Preferred Stock”). As of September 30, 2018, we had 85,103,673 shares of commonstock issued and outstanding and no shares of Preferred Stock issued and outstanding.

COMMON STOCK

Holders of common stock are entitled toone vote for each share held on all matters submitted to a vote of shareholders. Directors are appointed by a plurality of thevotes present at any special or annual meeting of shareholders (by proxy or in person), and a majority of the votes present atany special or annual meeting of shareholders (by proxy or in person) shall determine all other matters. The holders of outstandingshares of common stock are entitled to receive dividends out of assets or funds legally available for the payment of dividendsat such times and in such amounts as the board from time to time may determine. There is no cumulative voting of the election ofdirectors then standing for election. The common stock is not entitled to pre-emptive rights and is not subject to conversion orredemption. Upon liquidation, dissolution or winding up of our company, the assets legally available for distribution to stockholdersare distributable ratably among the holders of the common stock after payment of liquidation preferences, if any, on any outstandingpayment of other claims of creditors. Each outstanding share of common stock is, and all shares of common stock to be outstandingupon completion of this Offering will be, duly and validly issued, fully paid and non-assessable.

PREFERRED STOCK

Shares of Preferred Stock may be issuedfrom time to time in one or more series, each of which shall have such distinctive designation or title as shall be determinedby our Board of Directors (“Board of Directors”) prior to the issuance of any shares thereof. Preferred Stock shallhave such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or otherspecial rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutionsproviding for the issue of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directorsprior to the issuance of any shares thereof. The number of authorized shares of Preferred Stock may be increased or decreased (butnot below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting powerof all the then outstanding shares of our capital stock entitled to vote generally in the election of the directors, voting togetheras a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any suchholders is required pursuant to any Preferred Stock Designation.

Additionally, while it is not possibleto state the actual effect of the issuance of any shares of Preferred Stock on the rights of holders of the common stock untilthe Board of Directors determines the specific rights of the holders of any shares of Preferred Stock, such rights may be superiorto those associated with our common stock, and may include:

Restricting dividendson the common stock;

Rights and preferencesincluding dividend and dissolution rights, which are superior to our common stock;

Diluting the votingpower of the common stock;

Impairing the liquidationrights of the common stock; or

Delaying or preventinga change in control of the Company without further action by the stockholders.

REGISTRATION RIGHTS

In connection with the Note Financing,we entered into registration rights agreements with Auctus. The agreement required us to file a registration statement with theSecurities and Exchange Commission in connection with shares underlying the Auctus Note and Warrant. We are filing in this registrationstatement to maintain the registered status of those shares underlying the Auctus Note and Warrant.

Provisions of the Company’s Charter or By-Laws whichwould delay, deter or prevent a change in control of the Company

There are no special provisions of theCompany’s Certificate of Incorporation or By-Laws which would specifically delay, deter or prevent a change in control ofthe Company. Additionally, the Company has 5,000,000 shares of preferred stock authorized and undesignated. Shares of preferredstock designated by our Board of Directors in the future may have voting powers superior to our common stock, and such preferencesand relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as adoptedby the Board of Directors. Such preferred stock, if authorized in the future, may contain provisions (including voting rights)which could delay, deter or prevent a change in control of the Company.

SHARES AVAILABLE FOR FUTURE SALE

If all of the 10,000,000 shares of commonstock being offered for sale in this offering are issued and sold, we will have 95,103,673 shares of common stock outstanding.Of those shares of common stock outstanding, only the shares registered and/or issued in this offering will be freely tradablewithout restriction or further registration under the Securities Act, except for any shares held by an “affiliate”of us, which will be subject to the resale limitations of Rule 144 promulgated under the Securities Act.

Rule 144 governs resale of “restrictedsecurities” for the account of any person (other than an issuer), and restricted and unrestricted securities for the accountof an “affiliate” of the issuer. Restricted securities generally include any securities acquired directly or indirectlyfrom an issuer or its affiliates which were not issued or sold in connection with a public offering registered under the SecuritiesAct. An affiliate of the issuer is any person who directly or indirectly controls, is controlled by, or is under common controlwith, the issuer. Affiliates of the Company may include its directors, executive officers, and persons directly or indirectly owning10% or more of the outstanding common stock. Under Rule 144, non-affiliates are able to sell restricted securities pursuant toRule 144, after six months, subject to certain conditions, including if the Company is current in its reporting obligations withthe Commission and remains current for an additional period of six months, and thereafter after one year, with no volume or reportingobligations.

Under Rule 144, affiliates are able tosell restricted securities pursuant to Rule 144 after six months, subject to certain conditions, including if the Company is currentin its reporting obligations with the Commission and remains current for an additional period of six months, as well as other requirementsdescribed below. Resales by the Company’s affiliates of restricted and unrestricted common stock are subject to volume limitation,aggregation, broker transaction, notice filing requirements, and requirements concerning publicly available information about theCompany (“Applicable Requirements”). The volume limitations provide that a person (or persons who must aggregate theirsales) cannot, within any three-month period, sell more than the greater of one percent of the then outstanding shares, or theaverage weekly reported trading volume during the four calendar weeks preceding each such sale.

PLAN OF DISTRIBUTION

We are registering 10,000,000 shares ofcommon stock which will be offered for sale in a self-underwritten offering to the public at a price of $1.00 per share. Thereis no minimum number of shares that we must sell in our direct offering, and therefore no minimum amount of proceeds will be raised.No arrangements have been made to place funds into an escrow or any similar account. Upon receipt, offering proceeds will be depositedinto our operating account and used to conduct our business and operations. We are offering the shares without any underwritingdiscounts or commissions. If all 10,000,000 shares are not sold within six months from the effective date of the registration statement,the balance of the shares will terminate, and no further shares will be sold.

Our offering price of $1.00 was decidedupon by our management and is not based upon earnings or operating history, does not reflect our actual value, and bears no relationto our earnings, assets, book value, net worth, or any other recognized criteria of value. No independent investment banking firmhas been retained to assist in determining the offering price for the shares. Such offering price was not based on the price ofthe issuance to our founders. Accordingly, the offering price should not be regarded as an indication of any future price of ourstock.

Our common stock is not currently listedor traded. There is currently no market for our shares of common stock. There can be no assurance that a market for our commonstock will be developed or will be sustained if it does develop. Therefore, purchasers of our shares registered hereunder may beunable to sell their securities. As a result, you may find it more difficult to dispose of, or obtain accurate quotes of our commonstock. Any purchaser of our securities should be in a financial position to bear the risks of losing their entire investment.

Shares in This Offering Will Be Sold for the Company’sAccount by our Officers and Directors

This is a self-underwritten offering withno minimum sale requirement. Our officers and directors will sell the Shares directly to the public, with no commission or otherremuneration payable to them for any Shares that are sold by them. We may subsequently engage brokers or dealers to assist us inselling the Shares, in which case we will be obligated to pay commissions to such brokers or dealers. Dr. Platt will register asthe issuer-agent in those states requiring such registration. In offering the securities on our behalf, he will rely on the safeharbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.

Rule 3a4-1 sets forth those conditionsunder which a person associated with an Issuer may participate in the offering of the Issuer’s securities and not be deemedto be a broker-dealer. Those conditions are as follows:

Our officers and directors meet the conditionsof paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that they (A) primarily perform, or intend primarily to perform atthe end of the offering, substantial duties for or on behalf of our Company, other than in connection with transactions in securities;and (B) are not a broker or dealer, or have been associated person of a broker or dealer, within the preceding twelve months; and(C) have not participated in selling and offering securities for any Issuer more than once every twelve months other than in relianceon Paragraphs (a)(4)(i) and (a)(4)(iii).

There are no current plans or arrangementsto enter into any contracts or agreements to sell the Shares with a broker or dealer. However, if we decide to hire brokers ordealers to assist us in selling Shares, we may enter into such agreements and pay commissions and expenses of up to 10% of allproceeds raised by brokers, dealers, finders or selling agents who may participate in this offering.

Our officers, directors, control personsand affiliates of same do not intend to purchase any shares in this offering.

Under the securities laws of certain states,the Shares may be sold in such states only through registered or licensed brokers or dealers or persons exempt from such registration.In addition, in certain states the Shares may not be sold unless the Shares have been registered or qualified for sale in suchstate or an exemption from registration or qualification is available and is complied with. We will only offer and sell the Sharesin those states where we register or qualify the Shares for sale or where an exemption from such registration or qualificationrequirement is available and we have complied with such exemption.

We intend to sell our shares in the Commonwealthof Massachusetts, New York, New Jersey, Florida, Pennsylvania, North Carolina and New Hampshire. However, we may expand the offeringinto additional states should the officers deem it appropriate to do so.

Terms of the Offering

The shares will be sold at the fixed priceof $1.00 per share until the completion of this offering. There is no minimum amount of subscription required per investor, andsubscriptions, once received, are irrevocable. This offering will commence on the effective date of this Prospectus and continuefor a period not to exceed 180 days (the “Expiration Date”).

Deposit of Offering Proceeds

This is a “best efforts” offeringand, as such, we will be able to spend any of the proceeds. The funds will be transferred to our business account for use in theimplementation of our business plans

Procedures and Requirements for Subscription

If you decide to subscribe for any sharesin this offering, you will be required to execute a Subscription Agreement and tender it, together with a check or certified fundsto us. Subscriptions, once received by the Company, are irrevocable. All checks for subscriptions should be made payable to theCompany. There is no minimum purchase requirement.

MARKET FOR COMMONEQUITY AND RELATED STOCKHOLDER MATTERS

Our common stockis quoted under the symbol “BIXT” on the OTC PINK operated by OTC Markets Group, Inc in view of the Company’sre-listing on the OTCQB exchange.  Only a limited market exists for our securities. There is no assurance that a regular tradingmarket will develop, or if developed, that it will be sustained. Therefore, a shareholder may be unable to resell his securitiesin our company.

The followingtables set forth the range of high and low bid prices for our common stock for the each of the periods indicated as reported bythe OTC PINK. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarilyrepresent actual transactions.

On November 19,2018, the last reported sale price of our common stock as reported on the OTC Pink was $0.75 per share.

Penny Stock

The SEC has adoptedrules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equitysecurities with a market price of less than $5.00, other than securities registered on certain national securities exchanges orquoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securitiesis 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 levelof risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’sor dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of suchduties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, includingbid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-freetelephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conductof 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-dealeralso must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for thepenny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to whichsuch 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, thepenny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealermust make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’swritten 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 disclosurerequirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficultyselling our securities.

Holders of Common Stock

As of the date of this prospectus, we haveapproximately 340 holders of record of common stock, with others holding shares in streetname. Our primary stockholders are Dr. David Platt, Ola Soderquist and Offer Binder, who own 43,891,974, 21,947,263, and8,781,969 shares respectively of our common stock, or an aggregate of 74,621,206 outstanding shares. The principal partner of theLaw Offices of R.J. Newman P.C., Robert Newman, our securities counsel holds 1,914,673 shares of our common stock.

Dividends

There have been no cashdividends declared on our common stock since our company was formed. Dividends are declared at the sole discretion of our Boardof Directors. Our intention is not to declare cash dividends and retain all cash for our operations.

ADDITIONAL INFORMATION

We have filed a registration statementon Form S-1 with the Securities and Exchange Commission for our common stock offered in this offering. This Prospectus does notcontain all of the information set forth in the registration statement. You should refer to the registration statement and itsexhibits for additional information. Whenever we make references in this Prospectus to any of our contracts, agreements or otherdocuments, the references are not necessarily complete and you should refer to the exhibits attached to the registration statementfor the copies of the actual contract, agreement or other document.

Our fiscal year ends on December 31. Weplan to furnish our shareholders annual reports containing audited financial statements and other appropriate reports, where applicable.In addition, we intend to become a reporting company and file annual, quarterly, and current reports, and other information withthe SEC, where applicable. You may read and copy any reports, statements, or other information we file at the SEC’s publicreference room at 100 F. Street, N.E., Washington D.C. 20549. You can request copies of these documents, upon payment of a duplicatingfee by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public referencerooms. Our SEC filings are also available to the public on the SEC’s Internet site at http\\www.sec.gov.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Indemnification. Our directors and officers are indemnifiedto the fullest extent permitted under Nevada law.

Insurance. The Company maypurchase and maintain insurance on behalf of any person who is or was a director, officer or employee of the Company, or is orwas serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture,trust or other enterprise against liability asserted against him and incurred by him in any such capacity, or arising out of hisstatus as such, whether or not the Company would have the power to indemnify him against liability under the provisions of thissection. The Company currently maintains such insurance.

Settlement by the Company.The right of any person to be indemnified is subject always to the right of the Company by its Board of Directors, in lieu of suchindemnity, to settle any such claim, action, suit or proceeding at the expense of the Company by the payment of the amount of suchsettlement and the costs and expenses incurred in connection therewith.

DISCLOSURE OF COMMISSION POSITION ONINDEMNIFICATION

FOR SECURITIES ACT LIABILITIES.

Insofar as indemnification for liabilitiesarising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the followingprovisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnificationis against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnificationagainst such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling personin the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connectionwith the shares being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent,submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressedin the Act and will be governed by the final adjudication of such issue.

Insofar as indemnification for liabilitiesarising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant tothe foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission,such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

In the event that a claim for indemnificationagainst such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in asuccessful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connectionwith the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controllingprecedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policyas expressed in the Securities Act and will be governed by the final adjudication of such issue.

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

LEGAL MATTERS

Certain legal matters with respect to theissuance of shares of common stock offered hereby will be passed upon by Law Office of R.J. Newman, Briarcliff Manor, New York.

EXPERTS

The financial statements of the Companyfrom inception to September 30, 2018, appearing in this Prospectus and Registration Statement have been audited by Pinnacle AccountancyGroup of Utah, Farmington, Utah, an independent registered public accounting firm, as stated in their report appearing elsewhereherein, (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the Company’s abilityto continue as a going concern) and are included in reliance upon such report and upon the authority of such firm as experts inaccounting and auditing.

INTERESTS OFNAMED EXPERTS AND COUNSEL

The principalpartner of the Law Offices of R.J. Newman P.C., Robert Newman, our securities counsel holds 1,914,673 shares of our common stock.No other expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having givenan opinion upon the validity of the securities being registered or upon other legal matters in connection with the registrationor offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering,a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connectedwith the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director,officer, or employee.

FINANCIAL STATEMENTS

The Financial Statements required by Article8 of Regulation S-X are stated in U.S. dollars and are prepared in accordance with Accounting Principles Generally Accepted inthe United States of America (“US GAAP”). The following financial statements pertaining to Bioxytran, Inc. are filedas part of this Prospectus.

BIOXYTRAN, INC.

FINANCIAL STATEMENTS

FOR THE PERIOD OF OCTOBER 5, 2017 (DATEOF INCEPTION) TO DECEMBER 31, 2017

(audited)

TABLE OF CONTENTS

Except asotherwise required by the context, all references in this report to “we,” “us,” “our,” “BIXT,”or “Company” refer to the consolidated operations of Bioxytran, Inc.

CONSENT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM

To Whom It May Concern:

We hereby consent to the use in the RegistrationStatement of Bioxytran, Inc., on Form S-1 to be filed on November 29, 2018, of our Report of Independent Registered Public AccountingFirm, dated October 26, 2018, on the balance sheet of Bioxytran, Inc., as of December 31, 2017 and for the period from October5, 2017 (date of inception) to December 31, 2017 and the related statement of operations, stockholders’ equity (deficit) and cashflows for the year then ended December 31, 2017, which appear in such Registration Statement.

We also consent to the references to usunder the headings “Experts” in such Registration Statement.

/s/ Pinnacle Accountancy Group of Utah

Pinnacle Accountancy Group of Utah

Farmington, Utah

November 29, 2018

REPORT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM

To the Board of Directors and Shareholders

Bioxytran, Inc.

233 Needham Street, Suite 300

Newton, MA 02464

Opinion on the Financial Statements

We have audited the accompanying balancesheet of Bioxytran, Inc., (the “Company”) as of December 31, 2017 and the related statements of operations, stockholders’equity (deficit) and cash flows for the period of inception on October 5, 2017 to December 31, 2017, and the related notes (collectivelyreferred to as the “financial statements”). In our opinion, the financial statements present fairly, in all materialrespects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows forthe period then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibilityof 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 applicablerules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance withthe standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whetherthe 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 audit, we are requiredto obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on theeffectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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

Emphasis of Matter

The accompanying financial statements havebeen prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and has nooperations which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard tothese matters are described in Note 4. The financial statements do not include any adjustments that might result from the outcomeof this uncertainty.

/s/ Pinnacle Accountancy Group of Utah,PLLC

Pinnacle Accountancy Group of Utah, PLLC

Farmington, Utah

October 26, 2018

We have served as the Company’s auditorssince 2018.

BIOXYTRAN, INC.

BALANCE SHEET

DECEMBER 31, 2017

The Company was incorporated on October5, 2017.

Therefore, there is no comparative information presented related to the year ended December 31, 2016.

See the accompanying notes to these auditedfinancial statements.

BIOXYTRAN, INC.

STATEMENT OF OPERATIONS

FOR THE PERIOD OF OCTOBER 5, 2017 (DATEOF INCEPTION) TO DECEMBER 31, 2017

The Company was incorporated on October5, 2017.

Therefore, there is no comparative information presented related to the year ended December 31, 2016.

See the accompanying notes to these auditedfinancial statements.

BIOXYTRAN, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’EQUITY (DEFICIT)

FOR THE PERIOD OF OCTOBER 5, 2017 (DATEOF INCEPTION) TO DECEMBER 31, 2017

The Company was incorporated on October5, 2017.

Therefore, there is no comparative information presented related to the year ended December 31, 2016.

See the accompanying notes to these auditedfinancial statements.

BIOXYTRAN, INC.

STATEMENT OF CASH FLOWS

FOR THE PERIOD OF OCTOBER 5, 2017 (DATEOF INCEPTION) TO DECEMBER 31, 2017 

The Company was incorporated on October5, 2017.

Therefore, there is no comparative information presented related to the year ended December 31, 2016.

See the accompanying notes to these auditedfinancial statements.

BIOXYTRAN, INC.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD OF OCTOBER 5, 2017 (DATEOF INCEPTION) TO DECEMBER 31, 2017

(AUDITED)

NOTE1 – BACKGROUND AND ORGANIZATION

BusinessOperations

Bioxytran,Inc. (the “Company”) is an early-stage pharmaceutical company focused on the development, manufacture and commercializationof 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 bodytissue. Necrosis cannot be reversed. Our lead drug candidate, code named BXT-25, is an oxygen-carrying small molecule consistingof bovine hemoglobin stabilized with a co-polymer with intended applications to include treatment of hypoxic conditions in thebrain resulting from stroke, and hypoxic conditions in wounds to prevent necrosis and to promote healing. The Company’s initialfocus is the treatment of hypoxic conditions in the brain resulting from stroke, and hypoxic conditions in wounds to prevent necrosisand to promote healing. We believe that ours is a novel approach that will result in the creation of safe drug alternatives toexisting therapies for effectively addressing hypoxic conditions in humans. Our drug development efforts are guided by specialistsin co-polymer chemistry and other disciplines, and we intend to supplement our efforts with input from a scientific and medicaladvisory board whose members are leading physicians.

Organization,Reincorporation, and Merger with U.S. Rare Earth Minerals, Inc.

TheCompany was organized on October 5, 2017, as a Delaware corporation with a taxing structure for U.S. federal and state income taxas a C-Corporation with 95,000,000 authorized common shares with a par value of $0.0001, and 5,000,000 preferred shares with apar value of $0.0001. As of December 31, 2017, 15,000,000 common shares are issued and outstanding.

OnSeptember 17, 2018, the Company announced an Agreement and Plan of Merger and Reorganization among Bioxytran, Inc., U.S. Rare EarthMinerals, Inc. (“USMN”) and Bioxy Acquisition Corp. (the “Merger”). The Merger closed on September 21,2018. After the consummation of the Merger, the Company is a wholly-owned subsidiary of USMN, and USMN (to be renamed Bioxytran,Inc.) is the continuing registrant and reporting company. Each outstanding share of the Company’s common stock was convertedinto 5.10580 shares of USMN common stock. Immediately after the Merger, the Company’s former shareholders own a majorityof the voting common stock of the combined company and control the combined company’s board of directors, and the Company’sofficers are now the officers of the combined company. The Merger has been accounted for as a reverse acquisition, with the Companyas the accounting acquirer. The Company’s accompanying historical financial statements will replace USMN’s historicalfinancial statements in future filings with the U.S. Securities and Exchange Commission (“SEC”).

BIOXYTRAN, INC.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD OF OCTOBER 5, 2017 (DATEOF INCEPTION) TO DECEMBER 31, 2017

(AUDITED)

NOTE 2. FORMATION AND BUSINESS OF THE COMPANY

Basis of Presentation and Organization

Bioxytran, Inc. was incorporated in thestate of Delaware on October 5, 2017. As used in these Notes to the Financial Statements, the terms the “Company,”“we,” “us,” “our” and similar terms refer to Bioxytran, Inc.

Bioxytran,Inc. (the “Company”) is an early-stage pharmaceutical company focused on the development, manufacture and commercializationof therapeutic drugs designed to address hypoxia in humans. The Company’s efforts are principally devoted to developing productsas alterative solutions to red blood cell transfusions, as well as for use in the treatment of other critical-care conditions.The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financialstatements. Such financial statements and accompanying notes are the representations of the Company’s management, who areresponsible for their integrity and objectivity. These accounting policies conform to accounting principles generally acceptedin the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparingthe accompanying financial statements. The Company has not earned any revenue from operations since inception. The Company choseDecember 31^st as its fiscal year end.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES

A summary of the significant accountingpolicies 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 statementsin 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 duringthe reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation and thevaluation allowance related to deferred tax assets. Actual results may differ from these estimates.

Net Loss per Common Share, basic anddiluted

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

There are no potential dilutive items outstanding as of December31, 2017

Stock Based Compensation

The Company measures the cost of servicesreceived in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, thefair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measuredon vesting dates and financial reporting dates until the service period is complete. The fair value amount is then recognized overthe period during which services are required to be provided in exchange for the award, usually the vesting period. Stock-basedcompensation expense is recorded by the Company in the same expense classifications in the statements of operations, as if suchamounts were paid in cash. As of December 31, 2017, there were no outstanding stock options.

BIOXYTRAN, INC.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD OF OCTOBER 5, 2017 (DATEOF INCEPTION) TO DECEMBER 31, 2017

(AUDITED)

Income Taxes

The Company accounts for income taxes underthe asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequencesattributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respectivetax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporarydifferences are expected to be recovered or be settled. The effect on deferred tax assets and liabilities of a change in tax ratesis recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likelythan not that some portion of the gross deferred tax asset will not be realized. The Company records interest and penalties relatedto income taxes as a component of provision for income taxes. The Company did not recognize any interest and penalty expense forthe period ended December 31, 2017.

On December 22, 2017, the Tax Cuts andJobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reducedcorporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilitiesto 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 changewas signed into law. Accordingly, the Company adjusted its deferred tax assets and liabilities at December 31, 2017, using thenew corporate tax rate of 21 percent. See Note 7.

Research and Development

The Company accounts for research and developmentcosts 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 anddevelopment costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work hasbeen performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored researchand development costs related to both present and future products are expensed in the period incurred. From October 5, 2017 (dateof inception) through December 31, 2017, the Company did not incur significant research and development expenses.

Fair Value

Accounting Standards Codification subtopic825-10, 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 reflectedin the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financialassets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statementstogether with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and creditrisk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwiseonly available information pertinent to fair value has been disclosed.

The Company follows Accounting StandardsCodification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codificationsubtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instrumentsand 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 notexpected to a have a material impact on the Company’s financial position, results of operations or cash flows.

BIOXYTRAN, INC.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD OF OCTOBER 5, 2017 (DATEOF INCEPTION) TO DECEMBER 31, 2017

(AUDITED)

NOTE 4 – GOING CONCERN AND MANAGEMENT’SLIQUIDITY PLANS

As of December31, 2017, the Company had cash of $110 and a negative working capital of $1,309. From October 5, 2017 (date of inception) throughDecember 31, 2017, the Company has not yet generated any revenues, and has incurred net losses of $2,809. These conditions raisesubstantial doubt about the Company’s ability to continue as a going concern.

From October 5,2017 (date of inception) through December 31, 2017, the Company did not raise any funds from third-party investors, and has beenfully funded from related party loans. The Company is aware that its current cash on hand will no longer be able to fund its projectedoperating requirements and is pursuing alternative opportunities to funding.

The Company’sprimary source of operating funds since inception has been advances by related parties. The Company intends to raise additionalcapital through private placements of debt and equity securities, but there can be no assurance that these funds will be availableon terms acceptable to the Company or will be sufficient to enable the Company to fully complete its development activities orsustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a planto further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raisedto support further operations. There can be no assurance that such a plan will be successful.

The accompanyingfinancial statements have been prepared in conformity with accounting principles generally accepted in the United States of America(“GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfactionof liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statementsdo not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustmentthat might result from the outcome of this uncertainty.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company has Accounts Payables fromrelated parties in the aggregate amount of $1,419 for working capital purposes.

NOTE 6 – STOCKHOLDERS’ EQUITY

Preferred stock

The Company is authorized to issue 5,000,000shares of $0.0001 par value preferred stock. As of December 31, 2017, no shares have been designated or issued.

Common stock

The Company is authorized to issue 95,000,000shares of $0.001 par value common stock. As of December 31, 2017, the Company has 15,000,000 shares issued and outstanding.

Upon inception in October 2017, the Company issued 15,000,000founder shares of its common stock at par value to its officers and directors in the form of stock compensation with a fair valueof $1,500.

BIOXYTRAN, INC.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD OF OCTOBER 5, 2017 (DATEOF INCEPTION) TO DECEMBER 31, 2017

(AUDITED)

NOTE 7 – INCOME TAXES

Provision forIncome Taxes

During the year ended December 31, 2017,no provision for income taxes was recorded, as the Company generated net operating losses. The Company is a Delaware C-Corporation,but since it does not do business in Delaware, the Company is not subject to state and local corporate income taxes pursuant toDelaware tax law.

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

The income tax benefitconsists of the following:

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

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

At December 31, 2017,the Company had approximately $2,809 of federal net operating losses that may be available to offset future taxable income. Thenet operating loss carry forwards, if not utilized, will begin to expire in 2037 for federal purposes.

BIOXYTRAN, INC.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD OF OCTOBER 5, 2017 (DATEOF INCEPTION) TO DECEMBER 31, 2017

(AUDITED)

Pursuant to the Internal Revenue Code Section382 (“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. Section382 imposes limitations on a corporation’s ability to utilize carryforwards if it experiences an ownership change. An ownershipchange may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than50 percentage points over a three-year period. In the event of an ownership change, utilization of the carryforwards would be subjectto an annual limitation under Section 382 determined by multiplying the value of its stock at the time of the ownership changeby the applicable long-term tax-exempt rate. Any unused annual limitation may be carried over to later years. The imposition ofthis limitation on its ability to use the carryforwards to offset future taxable income could cause the Company to pay U.S. federalincome taxes earlier than if such limitation were not in effect and could cause such carryforwards to expire unused, reducing oreliminating the benefit of such carryforwards. The Company has not completed a Section 382 study to determine if there have beenone 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.

The Company provided a full valuation allowancefor deferred tax assets generated since, based on the weight of available evidence; it is more likely than not that these benefitswill not be realized. During the period ended December 31, 2017, the Company did not apply any valuation allowance. Managementreevaluates the positive and negative evidence at each reporting period.

On December 22, 2017, the U.S. governmentenacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Actestablishes new tax laws that affect 2018 and future years, including a reduction in the U.S. federal corporate income tax rateto 21%, effective January 1, 2018.

The Company applies the provisions of ASC740-10, Income Taxes. The Company has not recognized any liability for unrecognized tax benefits and does not believe there isany uncertainty with respect to its tax position. The Company’s policy with respect to unrecognized tax benefits is to recognizeinterest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

The Company files tax returns as prescribedby the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examinationby federal and state jurisdictions, where applicable. There are currently no pending income tax examinations. The Company’stax years are still open under statute from 2017 to the present. The Company’s policy is to record interest and penaltiesrelated to income taxes as part of its income tax provision.

BIOXYTRAN, INC.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD OF OCTOBER 5, 2017 (DATEOF INCEPTION) TO DECEMBER 31, 2017

(AUDITED)

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Employment contracts

The Company’s executive officershave entered into employment contracts and confidentiality, non-disclosure and assignment of invention agreements. The employmentagreements do not provide for the payment of any compensation to our executive officers.

Litigation

In the normal course of business, the Companymay be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subjectto many uncertainties, and outcomes are not predictable with assurance. Legal fees for such matters are expensed as incurred andwe accrue for adverse outcomes as they become probable and estimable. During the period of October 5, 2017 (inception) to December31, 2017 and through the issuance of these financial statements, the Company was not involved in any legal proceedings. 

NOTE 9 – SUBSEQUENT EVENTS

In preparing the financial statements,the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statementswere available to be issued.

OnSeptember 17, 2018, the Company announced an Agreement and Plan of Merger and Reorganization among Bioxytran, Inc., U.S. Rare EarthMinerals, Inc. (“USMN”) and Bioxy Acquisition Corp. (the “Merger”). The Merger closed on September 21,2018. See also Note 1.

BIOXYTRAN, INC. (formerly U.S. Rare EarthMinerals, Inc.)
TABLE OF CONTENTS

BIOXYTRAN, INC. (formerly U.S. Rare EarthMinerals, Inc.)

UNAUDITED CONDENSED CONSOLIDATED BALANCESHEETS

SEPTEMBER 30, 2018 AND DECEMBER 31, 2017

See the accompanying notes to these unauditedcondensed consolidated financial statements

BIOXYTRAN, INC. (formerly U.S. Rare EarthMinerals, Inc.)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER30, 2018

U.S. Rare Earth Minerals, Inc. reverse-mergedwith Bioxytran, Inc. on September 21, 2018, and Bioxytran, Inc wasn’t incorporated until October 5, 2017. Therefore, thereis no comparative information presented for the nine months ended September 30, 2017.

See the accompanying notes to these unauditedcondensed consolidated financial statements

BIOXYTRAN, INC. (formerly U.S. Rare EarthMinerals, Inc.)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTOF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30,2018

U.S. Rare Earth Minerals, Inc. reverse-mergedwith Bioxytran, Inc. on September 21, 2018, and Bioxytran, Inc wasn’t incorporated until October 5, 2017. Therefore, thereis no comparative information presented for the nine months ended September 30, 2017.

See the accompanying notes to these unauditedcondensed consolidated financial statements

BIOXYTRAN, INC. (formerly U.S. Rare EarthMinerals, Inc.)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

AS AT SEPTEMBER 30, 2018

NOTE 1 – BACKGROUND AND ORGANIZATION

Business Operations

Bioxytran, Inc. (the “Company”,formerly U.S. Rare Earth Minerals, Inc.) is an early-stage pharmaceutical company focused on the development, manufacture and commercializationof 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 bodytissue. Necrosis cannot be reversed. Our lead drug candidate, code named BXT-25, is an oxygen-carrying small molecule consistingof bovine hemoglobin stabilized with a co-polymer with intended applications to include treatment of hypoxic conditions in thebrain resulting from stroke, and hypoxic conditions in wounds to prevent necrosis and to promote healing. The Company’s initialfocus is the treatment of hypoxic conditions in the brain resulting from stroke, and hypoxic conditions in wounds to prevent necrosisand to promote healing. We believe that ours is a novel approach that will result in the creation of safe drug alternatives toexisting therapies for effectively addressing hypoxic conditions in humans. Our drug development efforts are guided by specialistsin co-polymer chemistry and other disciplines, and we intend to supplement our efforts with input from a scientific and medicaladvisory board whose members are leading physicians.

Organization, Reincorporation, and Mergerwith U.S. Rare Earth Minerals, Inc.

Bioxytan, Inc., was organized on October5, 2017, as a Delaware corporation with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000authorized common shares with a par value of $0.0001, and 5,000,000 preferred shares with a par value of $0.0001.

On September 17, 2018, the Company announcedan Agreement and Plan of Merger and Reorganization among Bioxytran, Inc., U.S. Rare Earth Minerals, Inc. (“USMN”) andBioxy Acquisition Corp. (the “Merger”). The Merger closed on September 21, 2018 (the “Acquisition Date”).After the consummation of the Merger, the Company is a wholly-owned subsidiary of USMN, and USMN (to be renamed Bioxytran, Inc.)is the continuing registrant and reporting company. Each outstanding share of the Company’s common stock was converted into5.10580 shares of USMN common stock. Immediately after the Merger, the Company’s former shareholders own a majority of thevoting common stock of the combined company and control the combined company’s board of directors, and the Company’sofficers are now the officers of the combined company. The Merger was accounted for as a reverse acquisition, with the Companyas the accounting acquirer. The Company’s accompanying historical financial statements will replace USMN’s historicalfinancial statements when presentation of financial statements prior to the Acquisition Date is required in future filings withthe U.S. Securities and Exchange Commission (“SEC”). The operations and results of USMN are consolidated with the Companyfrom the Acquisition Date forward. The combined company has elected to continue using December 31 as its year-end.

NOTE 2 - BASIS OF PRESENTATION

The accompanying unaudited condensed financialstatements have been prepared by Bioxytran, Inc. (the “Company”) pursuant to the rules and regulations of the Securitiesand Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordancewith U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations.The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments,which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believesthe disclosures and information presented are adequate to make the information not misleading, it is suggested that these interimfinancial statements be read in conjunction with the Company’s audited financial statements for the year ended December 31,2017. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results tobe expected for the year ending December 31, 2018.

NOTE 3 - CRITICAL ACCOUNTING POLICIES

In presenting our financial statementsin conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect theamounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherentlyuncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, theycannot 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 theestimates and assumptions we used when preparing our financial statements were the most appropriate at that time. Presented beloware 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 resultsof the majority of our recurring operations are recorded in our financial statements using accounting policies that are not particularlysubjective, nor complex.

Revenue Recognition

Effective January 1, 2018, the Companyadopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company intends to recognize revenue from productsales by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in thecontract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract;and (5) recognize revenue when each performance obligation is satisfied. No revenues were earned in comparative periods presented,during which time they would have been reported under ASC 605 — Revenue Recognition.

There was no impact on the Company’sfinancial statements as a result of adopting ASC 606 for the three and nine months ended September 30, 2018.

Stock Based Compensation

The Company has share-based compensationplans under which non-employees, consultants and suppliers may be granted restricted stock, as well as options to purchase sharesof Company common stock at the fair market value at the time of grant. Stock-based compensation cost is measured by the Companyat the grant date, based on the fair value of the award over the requisite service period. For options issued to employees, theCompany recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit. Grants ofstock options and stock to non-employees and other parties are accounted for in accordance with ASC 505.

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-basedpayment awards using a fair-value method and recording of such expense in the consolidated financial statements over the requisiteservice period. The fair value concepts have not changed significantly in ASC 718; however, in adopting this standard, companiesmust choose among alternative valuation models and amortization assumptions. After assessing alternative valuation models and amortizationassumptions, the Company will continue using both the Black-Scholes valuation model and straight-line amortization of compensationexpense over the requisite service period for each separately vesting portion of the grant.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangementsthat have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

NOTE 4 – GOING CONCERN AND MANAGEMENT’SLIQUIDITY PLANS

As of September30, 2018, the Company had cash of $2,831 and a negative working capital of $49,778. From October 5, 2017 (date of inception) throughSeptember 30, 2018, the Company has not yet generated any revenues, and has incurred cumulative net losses of $134,882. These conditionsraise substantial doubt about the Company’s ability to continue as a going concern.

From October 5,2017 (date of inception) through September 30, 2018, the Company has not raised any cash proceeds from the issuance of debt orcommon stock. The Company is aware that its current cash on hand will not be sufficient to fund its projected operating requirementsthrough the month of September 2019 and is pursuing alternative opportunities to funding.

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

Accordingly, theaccompanying financial statements have been prepared in conformity with accounting principles generally accepted in the UnitedStates of America (“GAAP”), which contemplate continuation of the Company as a going concern and the realization ofassets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presentedin the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements donot include any adjustment that might result from the outcome of this uncertainty.

NOTE 5 – STOCKHOLDERS’ EQUITY

Ata Board of Director’s Meeting on July 30, 2018, the Company authorized a reverse split that resulted in a reduction of thenumber of outstanding and issued shares of both common and preferred stock so that after the split became effective, the sharesof both common and preferred stock were reduced to 1 share for each 30 shares currently issued and outstanding. The effect on theBalance Sheet is a transfer of value from stock value at par to Additional Paid-in Capital (APIC). Asa result of the one (1) for thirty (30) reverse stock split, the Company will continue to be authorized to issue 300,000,000 sharesof Common Stock. The impact of the reverse stock split has been retroactively applied to all periods presented, and all referencesto common and preferred stock in the footnotes are assumed to be post-split unless otherwise indicated.

Preferred stock

As of July 30, 2018, and prior to the reversestock split, there were 440,500 outstanding shares of the Company’s Preferred Stock. After the reverse stock split that waseffective on August 13, 2018, the Company’s outstanding shares of preferred stock was 14,683 and the authorized preferredstock of 50,000,000 shares remained unchanged.

On September 20, 2018 the total of 9,999shares of Preferred Stock were returned to treasury as a result of a Merger, (please see 8-K statement filed on September 24, 2018and its financial amendment 8-K/A filed on October 29, 2018, for more detailed information about the merger and asset purchaseagreement).

The change of control of ownership resultedin the mandatory conversion of all of the outstanding shares of the Company’s Class A 6% Cumulative Convertible Voting PreferredStock, par value $.001 per share (“Preferred Stock”), with 5 shares of common stock, par value $.001 per share (the“Common Stock”) of the Company, being issued for each outstanding share of Preferred Stock, as well as combined accruedinterest.

As of September 30, 2018, no preferredshares have been designated nor issued.

Common stock

As of July 30, 2018, and prior to the reversestock split, there were 111,336,350 shares of Common Stock outstanding. As a result of the reverse stock split that was effectiveon August 13, 2018, there were approximately 3,711,204 shares of Common Stock outstanding. A total of 30,000 shares, included inthe above count, had on July 30, 2018 been issued as a settlement of accounts payable for a related party.

On September 21, 2018, the Company completeda series of transactions as a result of a Merger, (please see 8-K statement filed on September 24, 2018 and its financial amendment8-K/A filed on October 29, 2018, for more detailed information about the merger and asset purchase agreement

As consideration for the Merger, the stockholdersof Bioxytran were issued 76,586,937 shares of common stock of the Company. The Merger was structured as a tax-free reorganization.

A 6% secured promissory note in the principalamount of $110,000, including all interest had been in default since August 23, 2013. The Note was secured by substantially allof the assets of the Company. As consideration for the satisfaction of the obligation and as a condition to the Settlement, theCompany agreed to divest substantially all of its assets and remaining liabilities to an affiliate of the creditor and former majoritystockholder of the Company. The creditor agreed to release all liens upon the completion of the asset sale. Included in the Settlementa former majority stockholder of the Company received 4,455,856 shares of common stock, while the former Directors and Officersreceived 850,732 shares of common Stock.

An additional 30,500 shares of common stockwere issued as a result of a mandatory conversion of 4,681 shares preferred stock, convertible 5:1 while, 7,095 shares of commonstock were issued in form of accrued 6% annual combined interest on the preferred stock. An additional 9,999 shares of preferredstock were returned to treasury.

As of September 30, 2018, and after completionof the above transactions, the Company has 85,103,673 shares of Common Stock issued and outstanding.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

Employment contracts

The Company’s executive officershave entered into employment contracts and confidentiality, non-disclosure and assignment of invention agreements. The employmentagreements do not provide for the payment of any compensation to our executive officers.

Litigation

In the normal course of business, the Companymay be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subjectto many uncertainties, and outcomes are not predictable with assurance. Legal fees for such matters are expensed as incurred andwe accrue for adverse outcomes as they become probable and estimable. During the period of these quarterly statements from December31, 2017 to September 30, 2018, and through the issuance of these financial statements, the Company was not involved in any legalproceedings.

NOTE 6 – SUBSEQUENT EVENTS

In preparing the financial statements,the Company has evaluated events and transactions for potential recognition or disclosure through the date the financial statementswere available to be issued.

On October 3, 2018, the Company made a14F-1 filing with the SEC, announcing that on September 21, 2018 there was a change of control of the majority ownership of theCompany with the Dr. David Platt, the new Chairman, President and Chief Executive Officer, and Mr. Ola Soderquist, Chief FinancialOfficer, holding together approximately 77% of the issued and outstanding common stock of the Company, as well of an upcomingchange of the Board of Directors. The information statement has also been posted on the Company’s web-site (http://www.bioxytraninc.com/info14f-12018/)and mailed out to the shareholders on October 15, 2018. On October 26, 2018 the Company announced through issuance of an 8-K filingthat the changes of control and ownership have entered into effect.

On October 3, 2018, the Company made aPRE 14C filing with the SEC, followed with a DEF 14C filing on October 15. The purpose of the filing is for the shareholders toratify the asset sale as described under Note 1 and Note 4 as well as in the 14F-1 filing in the above. Further, the filing informsshareholders about the name change to BIOXYTRAN, INC. The information statement has also been posted on the Company’s web-site(http://www.bioxytraninc.com/info14c2018/) and mailed out to the shareholders on October 15, 2018. On November 7, 2018 the Companyannounced through issuance of an 8-K filing that the Company officially changed its name from U.S. Rare Earth Minerals, Inc. intoBioxytran, Inc. In connection with its name change, on November 7, 2018, Bioxytran’s shares of common stock began tradingon the OTC Markets (Pink) under its new ticker symbol “BIXT,” and ceased trading under the ticker symbol “USMN”.The new CUSIP number for Bioxytran, Inc.’s shares of common stock is 09075D 102.

On October 24, 2018 the Company enteredinto a convertible loan Agreement with Auctus Fund, LLC, a Delaware limited liability company, thereby securing a $250,000 loanfor preparing the Company’s S/1 and an additional $250,000 once the S/1 is filed in order to proceed with the Company’ssecondary offering, see the next paragraph here below. All details about this loan agreement have earlier been released in an 8-K,filed with the SEC on October 30, 2018.

On November 2, 2018 the Company announcedthe retirement of the entire former Board of Directors and the election of a new Board of Directors, see item 6 under Part II -Other Information, here below for more detailed information about the new Directors. The board voted to compensate each of Dr.Platt and Mr. Soderquist in form of a monthly salary of $6,000, as of October 1, 2018, while the Company’s non-employee Directorswill be compensated with 1,000 shares per board meeting as of November 2018. Further, the Board of Directors also voted on theissuance of a secondary offering, where an initial Form S-1 will be prepared and submitted to the SEC at the earliest convenientdate. On November 7, 2018 the Company announced through issuance of an 8-K filing that a new Board of Directors had been elected.

Through and including __________, 2018, (the 25^th day after the date of this prospectus), all dealers effecting transactions in the common stock,whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in additionto a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment orsubscription.

10,000,000 Shares

Bioxytran, Inc.

Common Stock

P R O S P E C T U S

[ Selling Stockholder ResaleProspectus]

The information in this prospectusis not complete and may be changed. We may not sell these securities until the registration statement filed with the Securitiesand Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offerto buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated November__ , 2018

Preliminary Prospectus

Bioxytran, Inc.

25,708,333 Shares of Common Stock

This prospectus relates to the registrationand resale of up to shares of our common stock, par value $0.001 per share, by the selling stockholder Auctus Fund, LLC (the “SellingStockholder”). The shares of common stock offered under this prospectus by the Selling Stockholder are issuable, or may inthe future become issuable, in connection with the conversion of convertible promissory note sold to the Selling Stockholders pursuantto securities purchase agreements between the Selling Stockholder and us and a warrant to purchase our common stock (the “NoteFinancing”).

We will pay all expenses of registeringthe shares of common stock. We will not receive any proceeds from the sale of the common stock by the Selling Stockholders.

Our common stock iscurrently listed on the OTC Markets under the symbol “BIXT.” On November __, 2018, the last reported sale price ofour common stock as reported on the OTC was $0._____ per share. ; however, we have a limitedtrading market for our stock and there is no assurance that a trading market will develop, or, if developed, that it will be sustained.Consequently, a purchaser of our Common Stock may find it difficult to resell the securities offered herein should the purchaserdesire to do so.

The Selling Stockholder may sell the sharesof common stock described in this prospectus in a number of different ways and at varying prices. We provide more information abouthow the Selling Stockholders may sell its respective shares of common stock in the section of this prospectus entitled “Planof Distribution.”

The Selling Stockholder may be deemed tobe an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”),in connection with the resale of the common stock offered pursuant to this prospectus.

On _______________, 2018, a registrationstatement under the Securities Act with respect to our self- underwritten public offering on a “best efforts” basisof 10,000,000 shares of our common stock was declared effective by the Securities and Exchange Commission. To date, we have receivedapproximately $___million in net proceeds from the offering after payment of estimated expenses of the offering.

This investment involves a high degreeof risk. You should purchase shares of common stock only if you can afford a complete loss. See “Risk Factors” beginningon page 52 to read about factors you should consider before investing in shares of our common stock.

NEITHER THE SECURITIES AND EXCHANGECOMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUSIS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS ______________

TABLE OF CONTENTS

RISK FACTORS

An investment inour common stock involves substantial risks, including the risks described below. You should carefully consider the risks describedbelow before purchasing our common stock. The risks highlighted here are not the only ones that we may face. For example, additionalrisks presently unknown to us or that we currently consider immaterial or unlikely to occur could also impair our operations. Ifany of the risks or uncertainties described below or any such additional risks and uncertainties actually occur, our business,prospects, financial condition or results of operations could be negatively affected, and you might lose all or part of your investment.

Risks Related to Our Business

Our plan relies uponour ability to obtain additional sources of capital and financing. If the amount of capital we are able to raise from financingactivities, together with our revenues from operations, is not sufficient to satisfy our capital needs, we may be required to ceaseoperations.

To become and remainprofitable, we must succeed in developing and commercializing products that generate significant income. This will require us tobe successful in a range of challenging activities, including completing preclinical testing and clinical trials of our drug candidates,discovering additional drug candidates, obtaining regulatory approval for these drug candidates, manufacturing, marketing and sellingany products for which we may obtain regulatory approval, and establishing and managing our collaborations at various stages ofeach candidate’s development. We are only in the preliminary stages of these activities. We may never succeed in these activitiesand, even if we do, may never generate income that is significant enough to achieve profitability.

Because of the numerousrisks and uncertainties associated with pharmaceutical product development, we are unable to accurately predict the timing or amountof increased expenses or when, or if, we will be able to achieve profitability. If we are required by the U.S. Food and Drug Administration,or FDA, or the European Medicines Agency, or EMA, to perform studies in addition to those currently expected, or if there are anydelays in completing our clinical trials or the development of any of our drug candidates, our expenses could increase, and revenuecould be further delayed.

Even if we do achieveprofitability, we may not be able to sustain or increase profitability on a quarterly or annual basis. Our failure to become andremain profitable would depress the value of our company and could impair our ability to raise capital, expand our business, maintainthe research and development efforts that will be initially funded by the proceeds of this offering, diversify our product offeringsor even continue our operations. A decline in the value of our company could also cause you to lose all or part of your investment.

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

Asof September 30, 2018, we have incurred losses of $134,882 and, as of September 30, 2018, had approximately $2,831 of cash on hand.The report of our independent registered public accountants as of and for period ending September 30, 2018, contained an explanatoryparagraph regarding substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concernis dependent upon our ability to generate revenue and raise capital from financing transactions. Management anticipates that ourcash resources are not sufficient to continue operations until additional cash investments are secured. The future of the Companyis dependent upon its ability to obtain financing and upon future profitable operations from the development of its new businessopportunities. There can be no assurance that we will be successful in accomplishing its objectives. Without such additional capital,we may be required to curtail or cease operations.

We have a limited operating history,which makes it difficult to evaluate our current business and future prospects.

We are a company withlimited operating history, and our operations are subject to all of the risks inherent in establishing a new business enterprise.The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequentlyencountered in connection with the formation of a new business, the development of new technologies or those subject to clinicaltesting, and the competitive and regulatory environment in which we will operate. We may never obtain FDA or EMA approval of ourproducts in development and, even if we do so and are also able to commercialize our products, we may never generate revenue sufficientto become profitable. Our failure to generate revenue and profit would likely cause our securities to decrease in value or becomeworthless.

We will require additional financingto implement our business plan, which may not be available on favorable terms or at all, and we may have to accept financing termsthat would place restrictions on us.

We anticipate that ourcash resources are sufficient to fund our planned operations through the end of March, 2019, if we succeed in raising $2,350,000or more in this offering. We will need to continue to conduct significant research, development, testing and regulatory complianceactivities for BXT-25, together with projected general and administrative expenses, we expect will result in operating losses forthe foreseeable future. We may not be able to obtain equity or debt financing on acceptable terms or at all to implement our growthstrategy. As a result, adequate capital may not be available to finance our current development plan, take advantage of businessopportunities or respond to competitive pressures. If we are unable to raise additional funds, we may be forced to curtail or evenabandon our business plan.

Until such time, ifever, as we can generate substantial product income, we expect to finance our cash needs through a combination of equity offerings,debt financings and license and collaboration agreements. To the extent that we raise additional capital through the sale of equityor convertible debt securities, the ownership interest of existing stockholders will be diluted, and the terms of these securitiesmay include liquidation or other preferences that adversely affect the rights of common stockholders. In addition, the terms ofany future financings may impose restrictions on our right to declare dividends or on the manner in which we conduct our business.Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restrictingour ability to take specific actions, such as incurring additional debt, making capital expenditures, declaring dividends, or makingacquisitions or significant asset sales.

If we raise additionalfunds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we mayhave to relinquish valuable rights to our technologies, future revenue streams, research programs or drug candidates or grant licenseson terms that may not be favorable to us and/or that may reduce the value of our common stock.

Our products are based on novel,unproven technologies.

Our drug candidatesin development are based on novel, unproven technologies using proprietary co-polymer compounds in combination with similar FDAapproved drug for veterinary use. Co-polymers are difficult to synthesize, and we may not be able to synthesize co-polymer thatwill be usable as delivery vehicles for the anti-hypoxia drugs we are working with or other therapeutics we intend to develop.Clinical trials are expensive, time-consuming and may not be successful. They involve the testing of potential therapeutic agents,or effective treatments, in humans, typically in three phases, to determine the safety and efficacy of the products necessary foran approved drug. Many products in human clinical trials fail to demonstrate the desired safety and efficacy characteristics. Evenif our products progress successfully through initial or subsequent human testing, they may fail in later stages of development.We may engage others to conduct our clinical trials, including clinical research organizations and, possibly, government-sponsoredagencies. These trials may not start or be completed as we forecast or may not achieve desired results.

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

Our drug candidatesare unproven, and their risk of failure is high. It is impossible to predict when or if our current or any future drug candidateswill receive regulatory approval or prove effective and safe in humans. Before obtaining marketing approval from regulatory authoritiesfor the sale of any drug candidate, we must conduct extensive clinical trials and, in the case of BXT-25 and BXT-252, first completepreclinical development, to demonstrate the safety and efficacy of our drug candidates in humans. Clinical testing is expensive,difficult to design and implement, can take many years to complete and is uncertain as to outcome. A failed clinical trial canoccur at any stage of testing. The outcome of preclinical testing and early clinical trials may not be predictive of the successof later clinical trials, and interim results of a clinical trial do not necessarily predict final results. Moreover, preclinicaland clinical data are often susceptible to varying interpretations and analyses, and many companies that have believed their drugcandidates performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain marketing approvalof their products.

We may experience numerousunforeseen events during, or as a result of, clinical trials that could delay or prevent our ability to receive marketing approvalor commercialize our drug candidates, including:

If we are required toconduct additional clinical trials or other testing of our drug candidates beyond those that we currently contemplate, if we areunable to successfully complete clinical trials of our drug candidates or other testing, if the results of these trials or testsare not positive or are only modestly positive or if there are safety concerns, we may:

We plan to initiatepre-clinical studies of BXT-25. However, we cannot provide any assurance that we will successfully initiate or complete those plannedtrials and be able to initiate any other clinical trials for BXT-25 or any of our future drug candidates. The results of our clinicaltrials could yield negative or ambiguous results. Such results could adversely affect future development plans, collaborationsand our stock price.