Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 11, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-35027 | |
Entity Registrant Name | BIOXYTRAN, INC. | |
Entity Central Index Key | 0001445815 | |
Entity Tax Identification Number | 26-2797630 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 75 2nd Avenue | |
Entity Address, Address Line Two | Ste 605 | |
Entity Address, City or Town | Needham | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02494 | |
City Area Code | 617 | |
Local Phone Number | 454-1199 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 130,595,578 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | |
Current assets: | |||
Cash | $ 153,801 | $ 295,401 | |
Total current assets | 153,801 | 295,401 | |
Intangibles, net | 79,732 | 75,535 | |
Total assets | 233,533 | 370,936 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 1,100,869 | 749,395 | |
Accounts payable related party | $ 975,227 | $ 709,727 | |
Other Liability, Current, Related and Nonrelated Party Status [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember | |
Un-issued shares liability | $ 1,810 | $ 960 | |
Un-issued shares liability related party | [1] | 51,150 | 38,400 |
Convertible notes payable, net of premium and discount | 2,165,000 | 2,165,000 | |
Total current liabilities | 4,294,056 | 3,663,482 | |
Total liabilities | 4,294,056 | 3,663,482 | |
Commitments and contingencies | |||
Stockholders’ deficit: | |||
Preferred stock, $0.001 par value; 50,000,000 shares authorized, nil issued and outstanding | |||
Common stock, $0.001 par value; 300,000,000 shares authorized; 123,502,235 and 123,252,235 issued and outstanding as at March 31, 2023 and December 31, 2022, respectively | 123,502 | 123,252 | |
Additional paid-in capital | 8,442,180 | 8,392,430 | |
Non-controlling interest | (623,522) | (590,628) | |
Accumulated deficit | (12,002,683) | (11,217,600) | |
Total stockholders’ deficit | (4,060,523) | (3,292,546) | |
Total liabilities and stockholders’ deficit | $ 233,533 | $ 370,936 | |
[1]There are currently 60,000 51,250 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 123,502,235 | 123,252,235 |
Common stock, shares outstanding | 123,502,235 | 123,252,235 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 139,004 | $ 240,125 |
General and administrative | 587,638 | 535,861 |
General and administrative related party | $ 10,000 | $ 20,720 |
Selling, General, and Administrative Expenses, Related and Nonrelated Party Status [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember |
Compensation expense | $ 13,600 | $ 22,400 |
Total operating expenses | 750,242 | 819,106 |
Loss from operations | (750,242) | (819,106) |
Other expenses: | ||
Interest expense | 67,221 | 52,035 |
Amortization of IP | 514 | 911 |
Amortization of debt discount | 91,334 | |
Total other expenses | 67,735 | 144,280 |
Net loss before provision for income taxes | (817,977) | (963,386) |
Provision for income taxes | ||
Net loss | (817,977) | (963,386) |
Net loss attributable to the non-controlling interest | 32,894 | 51,116 |
NET LOSS ATTRIBUTABLE TO BIOXYTRAN | $ (785,083) | $ (912,270) |
Loss per common share, basic and diluted | $ (0.01) | $ (0.01) |
Weighted average number of common shares outstanding, basic and diluted | 123,495,291 | 110,840,998 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Preferred Stock [Member] | Common Stock Including Additional Paid in Capital [Member] | Preferred Stock Including Additional Paid in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 110,841 | $ 5,881,876 | $ (8,753,668) | $ (397,256) | $ (3,158,207) | ||
Beginning balance, shares at Dec. 31, 2021 | 110,840,998 | ||||||
Issuance of Warrants | 42,250 | 42,250 | |||||
Net loss attributable to the non-controlling interest | (51,116) | (51,116) | |||||
Net loss | (912,270) | (912,270) | |||||
Ending balance, value at Mar. 31, 2022 | $ 110,841 | 5,924,126 | (9,665,938) | (448,372) | (4,079,343) | ||
Ending balance, shares at Mar. 31, 2022 | 110,840,998 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 110,841 | 5,881,876 | (8,753,668) | (397,256) | (3,158,207) | ||
Beginning balance, shares at Dec. 31, 2021 | 110,840,998 | ||||||
Ending balance, value at Dec. 31, 2022 | $ 123,252 | 8,392,430 | (11,217,600) | (590,628) | (3,292,546) | ||
Ending balance, shares at Dec. 31, 2022 | 123,252,235 | ||||||
Issuance of Warrants | |||||||
Net loss attributable to the non-controlling interest | (32,894) | (32,894) | |||||
Net loss | (785,083) | (785,083) | |||||
Stock transactions | $ 250 | 79,750 | 80,000 | ||||
Stock transactions, shares | 250,000 | ||||||
Stock subscription | (30,000) | (30,000) | |||||
Ending balance, value at Mar. 31, 2023 | $ 123,502 | $ 8,442,180 | $ (12,002,683) | $ (623,522) | $ (4,060,523) | ||
Ending balance, shares at Mar. 31, 2023 | 123,502,235 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (817,977) | $ (963,386) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Debt discount amortization, incl. issuance of warrants | 91,334 | ||
Amortization of IP | 514 | 911 | |
Stock-based compensation expense | 13,600 | 22,400 | |
Changes in operating assets and liabilities: | |||
Accounts payable and accrued expenses | 351,473 | (108,176) | |
Accounts payable related party | 265,500 | 265,506 | |
Other short-term debt | |||
Net cash used in operating activities | (186,890) | (691,411) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Investment in intangibles | (4,711) | (22,323) | |
Net cash used in investing activities | (4,711) | (22,323) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from stock transactions | 50,000 | ||
Proceeds from issuance of convertible notes payable | 1,380,960 | ||
Net cash provided by financing activities | 50,000 | 1,380,960 | |
Net increase (decrease) in cash | (141,600) | 667,226 | |
Cash, beginning of period | 295,401 | 72,358 | $ 72,358 |
Cash, end of period | 153,801 | 739,584 | $ 295,401 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
Interest paid | 52,425 | ||
Income taxes paid | |||
NON-CASH INVESTING & FINANCING ACTIVITIES: | |||
Issuance of warrants | 42,250 | ||
Debt discount on convertible note | $ 86,040 |
BACKGROUND AND ORGANIZATION
BACKGROUND AND ORGANIZATION | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BACKGROUND AND ORGANIZATION | NOTE 1 – BACKGROUND AND ORGANIZATION Business Operations Bioxytran, Inc. (the “Company”) is a clinical stage pharmaceutical company focused on the development, manufacture and commercialization of therapeutic drugs designed to address hypoxia in humans, which is a lack of oxygen to tissues, in a safe and efficient manner. Our Subsidiary, Pharmalectin, Inc. (the “Subsidiary”) is a clinical stage pharmaceutical company focused on the development, manufacture and commercialization of therapeutic drugs designed to address conditions related to Covid-19. Our Foreign Subsidiary, Pharmalectin (BVI), Inc. (the “Foreign Subsidiary”) is the owner and custodian of the Company’s Copyrights, Trade Marks and Patents. Organization Bioxytran, Inc. was organized on October 5, 2017 as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 0.0001 5,000,000 0.0001 300,000,000 0.001 50,000,000 0.001 Pharmalectin was organized on October 5, 2017 as a Delaware corporation, with a taxing structure for U.S. federal and state income tax as a C-Corporation with 95,000,000 0.0001 5,000,000 0.0001 30,000,000 19,650,000 15,000,000 4,650,000 4,500,000 Pharmalectin BVI was organized on March 17, 2021 as a British Virgin Islands (BVI) Business Corporation with a BVI corporate taxing structure with 50,000 1.00 50,000 Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”), including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited consolidated financial statements. While the information presented in the accompanying financial statements is unaudited, it includes all adjustments which are, in the opinion of the management, necessary to present fairly the financial position, results of operations and cash flows for the periods presented in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”). In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are statements prepared in accordance with US GAAP have been condensed or omitted. These financial statements should be read in conjunction with the Company’s December 31, 2022 audited financial statements and notes that can be expected for the year ending December 31, 2022. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Bioxytran, Inc. a Nevada Corporation, its majority owned subsidiary, Pharmalectin, Inc. of Delaware (collectively, the “Company”), as well as its wholly owned subsidiary, Pharmalectin (BVI), Inc of British Virgin Islands. All intercompany accounts have been eliminated upon consolidation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows. Cash For purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with an original maturity date of three months or less to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation, valuation of warrants, valuations in connection with convertible notes and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into Common Stock using the “treasury stock” and/or “if converted” methods as applicable. At March 31, 2023, we would, based on the market price of $ 0.425 17,802,900 482,030 476,000 2,314,377 The 2021 1-year notes (the “New Notes”), have an interest rate of 6 0.13 Stock Based Compensation The Company measures the cost of services received from employees and non-employees in exchange for an award of equity instruments based on the fair value of the award on the grant date pursuant ASC 718. Stock-based compensation expense is recorded by the Company over the requisite service period, or vesting period, in the same expense classifications in the statements of operations, as if such amounts were paid in cash. Accounting for subsidiary stock transactions The Company accounts for subsidiary stock transactions in accordance with Opinions of the Accounting Principles Board 09 (APBO No. 9). In paragraph 28, this pronouncement excluded all adjustments from transactions in a company’s own stock “. . . from the determination of net income or the results of operations under all circumstances.”. Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the three months ended March 31, 2023 the Company incurred $ 139,004 240,125 Intangibles – Goodwill and Other Valuation of intangibles are in accordance with ASC 350. Costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at award date, which varies depending on the pendency period of the application, generally approximating seventeen years. Capitalized patent costs, also referred to as patent prosecution costs, include internal legal labor, professional legal fees, government filing fees and translation fees related to expanding the Company’s patent portfolio. Costs associated with the maintenance and annuity fees of patents are accounted for as prepaid assets at the time of payment and amortized over the shorter of the maintenance period or remaining life of the related patent. Accrued Expenses As part of the process of preparing our condensed consolidated financial statements, we are required to estimate accrued expenses. This process involves identifying services that third parties have performed on our behalf and estimating the level of service performed and the associated cost incurred on these services as at each balance sheet date in our consolidated financial statements. Examples of estimated accrued expenses include professional service fees, such as those arising from the services of attorneys and accountants and accrued payroll expenses. In connection with these service fees, our estimates are most affected by our understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that we do not identify certain costs that have been incurred or we under- or over-estimate the level of services or costs of such services, our reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to our judgment. We make these judgments based upon the facts and circumstances known to us in accordance with accounting principles generally accepted in the U.S. Warrants The Company has issued Common Stock warrants in connection with the execution of certain equity and debt financings. The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of our common share price, remaining life of the warrant, and risk-free interest rates at each period end. Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed interim financial statements. |
GOING CONCERN AND MANAGEMENT_S
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS | NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As at March 31, 2023, the Company had cash of $ 153,801 4,140,255 12,002,683 During the three months ended March 31, 2023, the Company raised a net of $ 50,000 1,380,960 The Company intends to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable to the Company, or will be sufficient to enable the Company to fully complete its development activities or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. The Company’s management does not know the full extent or foresee the impact COVID-19 has had on our business or our operations or its ability to carry out our plans. We will continue to monitor and follow this situation closely. Accordingly, the accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The unaudited condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 - RELATED PARTY TRANSACTIONS The Company hold License Agreements (the “License/s” or “Agreement/s”) for a medical device (license obtained in 2019) and a compound (license obtained in 2021), with two affiliated companies where in the officers of the Company hold a majority interest. The products were developed prior to the establishment of Bioxytran. The yearly maintenance fee for each license amount to $ 5,000 5,000 20,720 |
INTANGIBLES
INTANGIBLES | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES | NOTE 5 - INTANGIBLES Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No Amortization of capitalized patent costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at the award date, which varies depending on the pendency period of the application, generally approximating twenty years. SCHEDULE OF INTANGIBLES Estimated Life (years) March 31, 2023 December 31, 2022 Capitalized patent costs 20 $ 83,890 $ 79,179 Accumulated amortization (4,158 ) 3,644 Intangible assets, net $ 79,732 $ 75,535 |
ACCOUNTS PAYABLES AND ACCRUED E
ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | NOTE 6 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES On March 31, 2023, there was $ 975,227 51,150 709,727 38,400 The following table represents the major components of accounts payables and accrued expenses and other current liabilities at March 31, 2023 and at December 31, 2022: SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES March 31, 2023 December 31, 2022 Accounts payable related party (1) $ 975,227 $ 709,727 Professional fees 656,963 393,085 Interest 149,377 134,581 Payroll taxes 45,887 40,182 Pension/401K 246,182 180,557 Other 2,460 990 Un-issued share liability, related party (2) 51,150 38,400 Un-issued share liability, consultant 1,810 960 Convertible note payable 2,165,000 2,165,000 Total $ 4,294,056 $ 3,663,482 (1) $ 391,900 to the CEO, $ 374,400 208,927 286,900 269,400 153,427 (2) There are currently 60,000 51,250 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 7 – CONVERTIBLE NOTES PAYABLE Private Placement, 2021 Notes Around April 29, 2021, we entered into nine (9) Securities Purchase Agreements (the “2021 SPA’s”), under which we agreed to sell convertible promissory notes (the “2021 Notes”), in an aggregate principal amount of $ 3,266,845 6 1,000,000 1,101,846 981,466 120,380 At any time after the issue date of the Notes, The Holders of the Notes, (the “2021 Holders”), have the option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the 2021 Notes into shares of our Common Stock at the Conversion Price. The “Conversion Price” will be the lesser of (i) $.13 per share or (ii) 85% of the closing price of Any Qualified Financing, which consists of any fundraising whereby the Company receives gross proceeds of not less than $500,000 The variable conversion rate component requires that the 2021 Notes to be valued at its stock redemption value (i.e., “if-converted” value) pursuant to ASC 480, Distinguishing Liabilities from Equity, with the excess over the undiscounted face value being deemed a premium to be added to the principal balance and accreted to additional paid-in capital over the life of the 2021 Notes. No such recording of a premium was required as the discounted “if-converted” rate of $ 0.13 The 2021 Holders are limited to holding a total of 4.99 The Common Stock underlying the 2021 Notes, when issued, will bear a restrictive legend and have a 180-day lock-up period. On June 4, 2021, 8,522,125 1,101,846 0.13 To avoid dilution of the company’s stock 7,591,261 SCHEDULE OF CONVERTIBLE CONVERSION OF ACCRUED INTEREST AND PRINCIPAL Name Principal Converted Accrued interest converted No. of shares issued Private Placement, 2021 Notes issued to Officers (1) $ 981,466 $ 5,398 7,591,261 Private Placement, 2021 Notes issued to consultants 120,380 662 930,864 $ 1,101,846 $ 6,060 8,522,125 (1) Net cash received for these notes were $ 1,380,960 86,040 If the remainder of the 2021 Notes are converted prior to us paying off such note, it would lead to substantial dilution to our shareholders as a result of the conversion discounted applicable to the 2021 Notes. There can be no assurance that there will be any funds available to pay of the 2021 Notes. If we fail to obtain such additional financing on a timely basis, the 2021 Holders may convert the 2021 Notes and sell the underlying shares, which may result in significant dilution to shareholders due to the conversion discount, as well as a significant decrease in our stock price. Convertible notes payable and interest payable consist of the following at March 31, 2023, and December 31, 2022: SCHEDULE OF CONVERTIBLE NOTES PAYABLE March 31, 2023 December 31, 2022 Principal balance ( 1 2 $ 2,165,000 $ 2,165,000 Interest Payable 149,377 134,581 Outstanding, net of debt discount and premium $ 2,314,377 $ 2,299,581 (1) Net cash received for these notes were $ 1,045,150 119,850 (2) $ 2 1 Private Placement, 2022 Notes converted into Common Stock In January, 2022, we entered into thirty-four (34) Securities Purchase Agreements (the “2022 SPA’s”), with accredited investors, under which we agreed to sell the Notes, in an aggregate principal amount of $ 1,467,000 6 At any time after the issue date of the 2022 Notes the 2022 Holders have the option to convert all or any part of the outstanding and unpaid principal amount and accrued and unpaid interest of the Notes into shares of our Common Stock at the Conversion Price. The “Conversion Price” is set to $ 0.25 The 2022 Holders are limited to holding a total of 4.99 The notes principal and accrued interest were fully converted into 6,081,484 Name Principal Converted Accrued interest converted No. of shares issued Private Placement, 2022 Notes (1) $ 1,467,000 $ 53,371 6,081,484 $ 1,467,000 $ 53,371 6,081,484 (1) Net cash received for these notes were $ 1,380,960 86,040 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8 – STOCKHOLDERS’ EQUITY The Company is authorized to issue 300,000,000 50,000,000 Preferred stock As at March 31, 2023, no Common stock As at January 1, 2022, and at March 31, 2022 the Company had 110,840,998 As at January 1, 2023 there were 123,252,235 On January 4, 2023 the Company issued 93,750 30,000 0.32 On February 10, 2023 the Company issued 156,250 50,000 0.32 As at March 31, 2023, the Company has 123,502,235 Common Stock Warrants For the 3 months ended March 31, 2023 the Company did not issue any Warrants. For the 3 months ended March 31, 2022, in connection with the issuance of the convertible notes, the Company issued 264,060 5 0.25 0.16 42,250 The fair value of stock warrants granted for the 3 months ended March 31, 2022 was calculated with the following assumptions: SCHEDULE OF STOCK WARRANTS VALUATION ASSUMPTIONS March 31, 2022 Risk-free interest rate 1.53 % Expected dividend yield 0 % Volatility factor (monthly) 169.27 % Expected life of warrant 5 The following table summarizes the Company’s common stock warrant activity for the 3 months ended March 31, 2023 and 2022: SCHEDULE OF WARRANT ACTIVITY Number of Warrants * Weighted Average Exercise Price Weighted- Average Remaining Expected Term Outstanding as at January 1, 2022 272,000 $ 2.00 2.9 Granted 264,030 0.26 5.0 Exercised — — — Forfeited/Canceled — — — Outstanding as at March 31, 2022 536,030 1.14 3.7 Outstanding as at January 1, 2023 542,030 $ 0.42 4.1 Granted — — — Exercised — — — Forfeited/Canceled — — — Outstanding as at March 31, 2023 542,030 $ 1.14 3.8 * The warrant agreements issued in 2019 for a total of 50,000 1,130,114 0.09 1,050,114 The following table summarizes information about stock warrants that are vested or expected to vest at March 31, 2023: SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Exercisable Warrants Number of Warrants Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Number of Warrants Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value 492,030 0.26 4.1 $ 81,184 492,030 0.26 4.1 $ 81,184 50,000 $ 2.00 1.6 $ — 50,000 $ 2.00 1.6 $ — 542,030 $ 1.14 3.9 $ 81,184 542,030 $ 1.14 3.9 $ 81,184 There were no warrants issued for the three months ended at March 31, 2023. The following table sets forth the status of the Company’s non-vested warrants as at March 31, 2022: SCHEDULE OF NON-VESTED WARRANTS Number of Warrants Weighted-Average Grant-Date Non-vested as at January 1, 2022 — $ — Granted 264,030 0.25 Forfeited — — Vested — — Non-vested as at March 31, 2022 264,030 $ 0.25 |
STOCK OPTION PLAN AND STOCK-BAS
STOCK OPTION PLAN AND STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTION PLAN AND STOCK-BASED COMPENSATION | NOTE 9 – STOCK OPTION PLAN AND STOCK-BASED COMPENSATION On January 19, 2010, the Company adopted a stock option plan entitled “The 2010 Stock Plan” (2010 Plan) under which the Company may grant Options to Purchase Stock, Stock Awards or Stock Appreciation Rights up to 15 As at January 18, 2021, the 2010 plan was retired and depleted. On January 19, 2021, “The 2021 Stock Plan” (2021 Plan) with the same terms as the 2010 Plan. Shares Awarded and Issued under the 2010 Plan: On January 1, 2021 the Company granted 10,000 0.24 2,400 On January 15, 2021 the Company granted 3,189,200 0.24 227,800 765,408 SCHEDULE OF FAIR MARKET VALUE Number of Shares Fair Value per Share Weighted Average Market Value per Share Shares Issued as of January 1, 2022 18,706,909 0.003 1.49 0.088 Shares Issued — — — Shares Issued as of March 31, 2022 18,706,909 $ 0.003 1.49 $ 0.088 Shares Issued as of January 1, 2023 19,382,909 0.003 1.49 0.095 Shares Issued — — — Shares Issued as of March 31, 2023 19,382,909 $ 0.003 1.49 $ 0.095 For the three months ended March 31, 2023 and 2022, the Company recorded stock-based compensation expense of $ 13,600 22,400 Shares awarded, but not yet issued On January 10, 2022 the Company granted 40,000 6,400 0.16 On January 1, 2023 the Company granted 80,000 38,400 0.48 On January 1, 2023 the Company granted 2,000 960 0.48 On March 31, 2023 the Company granted 30,000 12,750 0.425 On March 31, 2023 the Company granted 2,000 850 0.425 Stock options granted and vested 2021 Plan: There were no stock options granted the three months ended March 31, 2023 and 2022. The following table summarizes the Company’s stock option activity for the three months ended March 31, 2023, and 2022: SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Options Exercise Price per Share Weighted Average Exercise Price per Share Outstanding as of January 1, 2022 668,000 $ 0.001 1.21 $ 0.55 Granted — — — Exercised — — — Options forfeited/cancelled — — — Outstanding as of March 31, 2022 668,000 $ 0.001 1.21 $ 0.55 Outstanding as of January 1, 2023 524,000 $ 0.001 0.95 $ 0.44 Granted — — — Exercised — — — Options forfeited/cancelled (48,000 ) 0.15 0.32 0.16 Outstanding as of March 31, 2023 476,000 $ 0.001 0.95 $ 0.47 The following table summarizes information about stock options that are vested or expected to vest at March 31, 2023: SCHEDULE OF STOCK OPTION VESTED Options Outstanding Exercisable Options Exercise Price Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value $ 0.001 90,000 $ 0.001 0.95 $ 38,160 90,000 $ 0.001 0.95 $ 38,160 0.05 3,000 0.05 0.75 1,125 3,000 0.05 0.75 1,125 0.15 45,000 0.15 0.58 12,375 45,000 0.15 0.58 12,375 0.18 45,000 0.18 0.83 11,025 45,000 0.18 0.83 11,025 0.19 45,000 0.19 1.33 10,575 45,000 0.19 1.33 10,575 0.20 48,000 0.20 1.05 10,800 48,000 0.20 1.05 10,800 0.95 200,000 0.95 1.26 — 200,000 0.95 1.26 — $ 0.001 1.21 476,000 $ 0.47 1.08 $ 84,060 476,000 $ 0.47 1.08 $ 84,060 There were no granted options granted, nor any options issued in the period ended March 31, 2023 and 2022: The weighted-average remaining estimated life for options exercisable at March 31, 2023 is 1.08 The aggregate intrinsic value for fully vested, exercisable options was $ 84,060 114,519 0 As at March 31, 2023 the Company has 19,850,071 |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTEREST | NOTE 10 – NON-CONTROLLING INTEREST SCHEDULE OF NON CONTROLLING INTEREST March 31, 2023 December 31, 2022 Net loss Subsidiary (139,004 ) (817,151 ) Net loss attributable to the non-controlling interest 32,894 193,372 Net loss affecting Bioxytran (106,110 ) (623,780 ) Accumulated losses (3,733,291 ) (3,594,287 ) Accumulated losses attributable to the non-controlling interest 784,472 751,578 Accumulated losses Bioxytran (2,948,819 ) (2,842,709 ) Net equity non-controlling interest (623,522 ) (590,628 ) As at March 31, 2023 and at December 31, 2022 there are 30,000,000 19,650,000 15,000,000 4,650,000 4,500,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – COMMITMENTS AND CONTINGENCIES Employment contracts Our Executive Officers have entered into employment contracts and confidentiality, non-disclosure and assignment of invention agreements. The most substantial provisions include; ● Compensation of three (3) times the employee’s annual salary upon the Termination Date and any target bonus earned, or if termination occurs within 12 months of a change in control, then the terminated employee shall receive two (2) times the employee’s annual salary and any target bonus earned. ● Continued coverage under any health, medical, dental or vision program or policy, in which they were eligible to participate at the time of employment termination, for 12 months. ● Provide outplacement services through one or more outside firms of the employee’s choosing up to an aggregate of $ 50,000 There are no other arrangements or plans in which we provide pension, retirement or similar benefits for any of Executive Officers or Directors. Litigation In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Legal fees for such matters are expensed as incurred and we accrue for adverse outcomes as they become probable and estimable. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS The Company has evaluated events from March 31, 2023 through the date the financial statements were issued. The events requiring disclosure for this period are as follows; Extension of Maturity of Convertible Notes On April 28 the Company extended the Maturity of a $ 1,000,000 On May 10, 2023 the Company extended the Maturity of three (3) convertible notes for a value of $ 1,165,000 to April 30, 2024 . The interest rate was renegotiated to 10%, from the former 6%, and the Company received the right to repurchase the note at 120% of face-value plus interest, after 60 days of the extension. For the brokerage of the deal, our Investment Banker was compensated with 800,000 5 0.20 0.4358 348,637 Common Stock Shares issued in private placement Cash Investment On April 18, 2023 the Company issued 78,125 25,000 0.32 Debt Restructure On April 14, 2023, the transactions set forth below were approved by the Company’s Board of Directors with an objective to reduce the Company’s debt at a price equal to the Company’s Private Placement Memorandum (“PPM”) currently in place, or $ 0.32 137,656 44,050 6,763,562 2,164,340 Shares Awarded under the 2021 Stock Plan: On April 18, 2023 the Company issued 80,000 38,400 0.48 On April 18, 2023 the Company issued 2,000 960 0.48 On April 18, 2023 the Company issued 30,000 12,750 0.425 On April 18, 2023 the Company issued 2,000 850 0.425 Management sees no further subsequent events requiring disclosure. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Cash | Cash For purposes of the Statement of Cash Flows, the Company considers all highly liquid debt instruments purchased with an original maturity date of three months or less to be cash equivalents. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation, valuation of warrants, valuations in connection with convertible notes and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. |
Net Loss per Common Share, basic and diluted | Net Loss per Common Share, basic and diluted The Company computes earnings (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Net loss per common share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into Common Stock using the “treasury stock” and/or “if converted” methods as applicable. At March 31, 2023, we would, based on the market price of $ 0.425 17,802,900 482,030 476,000 2,314,377 The 2021 1-year notes (the “New Notes”), have an interest rate of 6 0.13 |
Stock Based Compensation | Stock Based Compensation The Company measures the cost of services received from employees and non-employees in exchange for an award of equity instruments based on the fair value of the award on the grant date pursuant ASC 718. Stock-based compensation expense is recorded by the Company over the requisite service period, or vesting period, in the same expense classifications in the statements of operations, as if such amounts were paid in cash. |
Accounting for subsidiary stock transactions | Accounting for subsidiary stock transactions The Company accounts for subsidiary stock transactions in accordance with Opinions of the Accounting Principles Board 09 (APBO No. 9). In paragraph 28, this pronouncement excluded all adjustments from transactions in a company’s own stock “. . . from the determination of net income or the results of operations under all circumstances.”. |
Research and Development | Research and Development The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. For the three months ended March 31, 2023 the Company incurred $ 139,004 240,125 |
Intangibles – Goodwill and Other | Intangibles – Goodwill and Other Valuation of intangibles are in accordance with ASC 350. Costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at award date, which varies depending on the pendency period of the application, generally approximating seventeen years. Capitalized patent costs, also referred to as patent prosecution costs, include internal legal labor, professional legal fees, government filing fees and translation fees related to expanding the Company’s patent portfolio. Costs associated with the maintenance and annuity fees of patents are accounted for as prepaid assets at the time of payment and amortized over the shorter of the maintenance period or remaining life of the related patent. |
Accrued Expenses | Accrued Expenses As part of the process of preparing our condensed consolidated financial statements, we are required to estimate accrued expenses. This process involves identifying services that third parties have performed on our behalf and estimating the level of service performed and the associated cost incurred on these services as at each balance sheet date in our consolidated financial statements. Examples of estimated accrued expenses include professional service fees, such as those arising from the services of attorneys and accountants and accrued payroll expenses. In connection with these service fees, our estimates are most affected by our understanding of the status and timing of services provided relative to the actual services incurred by the service providers. In the event that we do not identify certain costs that have been incurred or we under- or over-estimate the level of services or costs of such services, our reported expenses for a reporting period could be understated or overstated. The date on which certain services commence, the level of services performed on or before a given date, and the cost of services are often subject to our judgment. We make these judgments based upon the facts and circumstances known to us in accordance with accounting principles generally accepted in the U.S. |
Warrants | Warrants The Company has issued Common Stock warrants in connection with the execution of certain equity and debt financings. The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of our common share price, remaining life of the warrant, and risk-free interest rates at each period end. |
Fair Value | Fair Value Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities, and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed. The Company follows Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”) and Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), which permits entities to choose to measure many financial instruments and certain other items at fair value. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2021. The adoption of ASU 2020-06 did not have an impact on the Company’s financial statements. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed interim financial statements. |
INTANGIBLES (Tables)
INTANGIBLES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLES | SCHEDULE OF INTANGIBLES Estimated Life (years) March 31, 2023 December 31, 2022 Capitalized patent costs 20 $ 83,890 $ 79,179 Accumulated amortization (4,158 ) 3,644 Intangible assets, net $ 79,732 $ 75,535 |
ACCOUNTS PAYABLES AND ACCRUED_2
ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | The following table represents the major components of accounts payables and accrued expenses and other current liabilities at March 31, 2023 and at December 31, 2022: SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES March 31, 2023 December 31, 2022 Accounts payable related party (1) $ 975,227 $ 709,727 Professional fees 656,963 393,085 Interest 149,377 134,581 Payroll taxes 45,887 40,182 Pension/401K 246,182 180,557 Other 2,460 990 Un-issued share liability, related party (2) 51,150 38,400 Un-issued share liability, consultant 1,810 960 Convertible note payable 2,165,000 2,165,000 Total $ 4,294,056 $ 3,663,482 (1) $ 391,900 to the CEO, $ 374,400 208,927 286,900 269,400 153,427 (2) There are currently 60,000 51,250 |
CONVERTIBLE NOTES PAYABLE (Tabl
CONVERTIBLE NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE CONVERSION OF ACCRUED INTEREST AND PRINCIPAL | SCHEDULE OF CONVERTIBLE CONVERSION OF ACCRUED INTEREST AND PRINCIPAL Name Principal Converted Accrued interest converted No. of shares issued Private Placement, 2021 Notes issued to Officers (1) $ 981,466 $ 5,398 7,591,261 Private Placement, 2021 Notes issued to consultants 120,380 662 930,864 $ 1,101,846 $ 6,060 8,522,125 (1) Net cash received for these notes were $ 1,380,960 86,040 |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | Convertible notes payable and interest payable consist of the following at March 31, 2023, and December 31, 2022: SCHEDULE OF CONVERTIBLE NOTES PAYABLE March 31, 2023 December 31, 2022 Principal balance ( 1 2 $ 2,165,000 $ 2,165,000 Interest Payable 149,377 134,581 Outstanding, net of debt discount and premium $ 2,314,377 $ 2,299,581 (1) Net cash received for these notes were $ 1,045,150 119,850 (2) $ 2 1 Name Principal Converted Accrued interest converted No. of shares issued Private Placement, 2022 Notes (1) $ 1,467,000 $ 53,371 6,081,484 $ 1,467,000 $ 53,371 6,081,484 (1) Net cash received for these notes were $ 1,380,960 86,040 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF STOCK WARRANTS VALUATION ASSUMPTIONS | The fair value of stock warrants granted for the 3 months ended March 31, 2022 was calculated with the following assumptions: SCHEDULE OF STOCK WARRANTS VALUATION ASSUMPTIONS March 31, 2022 Risk-free interest rate 1.53 % Expected dividend yield 0 % Volatility factor (monthly) 169.27 % Expected life of warrant 5 |
SCHEDULE OF WARRANT ACTIVITY | The following table summarizes the Company’s common stock warrant activity for the 3 months ended March 31, 2023 and 2022: SCHEDULE OF WARRANT ACTIVITY Number of Warrants * Weighted Average Exercise Price Weighted- Average Remaining Expected Term Outstanding as at January 1, 2022 272,000 $ 2.00 2.9 Granted 264,030 0.26 5.0 Exercised — — — Forfeited/Canceled — — — Outstanding as at March 31, 2022 536,030 1.14 3.7 Outstanding as at January 1, 2023 542,030 $ 0.42 4.1 Granted — — — Exercised — — — Forfeited/Canceled — — — Outstanding as at March 31, 2023 542,030 $ 1.14 3.8 * The warrant agreements issued in 2019 for a total of 50,000 1,130,114 0.09 1,050,114 |
SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS | The following table summarizes information about stock warrants that are vested or expected to vest at March 31, 2023: SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS Warrants Outstanding Exercisable Warrants Number of Warrants Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Number of Warrants Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value 492,030 0.26 4.1 $ 81,184 492,030 0.26 4.1 $ 81,184 50,000 $ 2.00 1.6 $ — 50,000 $ 2.00 1.6 $ — 542,030 $ 1.14 3.9 $ 81,184 542,030 $ 1.14 3.9 $ 81,184 |
SCHEDULE OF NON-VESTED WARRANTS | There were no warrants issued for the three months ended at March 31, 2023. The following table sets forth the status of the Company’s non-vested warrants as at March 31, 2022: SCHEDULE OF NON-VESTED WARRANTS Number of Warrants Weighted-Average Grant-Date Non-vested as at January 1, 2022 — $ — Granted 264,030 0.25 Forfeited — — Vested — — Non-vested as at March 31, 2022 264,030 $ 0.25 |
STOCK OPTION PLAN AND STOCK-B_2
STOCK OPTION PLAN AND STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF FAIR MARKET VALUE | SCHEDULE OF FAIR MARKET VALUE Number of Shares Fair Value per Share Weighted Average Market Value per Share Shares Issued as of January 1, 2022 18,706,909 0.003 1.49 0.088 Shares Issued — — — Shares Issued as of March 31, 2022 18,706,909 $ 0.003 1.49 $ 0.088 Shares Issued as of January 1, 2023 19,382,909 0.003 1.49 0.095 Shares Issued — — — Shares Issued as of March 31, 2023 19,382,909 $ 0.003 1.49 $ 0.095 |
SCHEDULE OF STOCK OPTIONS ACTIVITY | SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Options Exercise Price per Share Weighted Average Exercise Price per Share Outstanding as of January 1, 2022 668,000 $ 0.001 1.21 $ 0.55 Granted — — — Exercised — — — Options forfeited/cancelled — — — Outstanding as of March 31, 2022 668,000 $ 0.001 1.21 $ 0.55 Outstanding as of January 1, 2023 524,000 $ 0.001 0.95 $ 0.44 Granted — — — Exercised — — — Options forfeited/cancelled (48,000 ) 0.15 0.32 0.16 Outstanding as of March 31, 2023 476,000 $ 0.001 0.95 $ 0.47 |
SCHEDULE OF STOCK OPTION VESTED | The following table summarizes information about stock options that are vested or expected to vest at March 31, 2023: SCHEDULE OF STOCK OPTION VESTED Options Outstanding Exercisable Options Exercise Price Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Number of Options Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value $ 0.001 90,000 $ 0.001 0.95 $ 38,160 90,000 $ 0.001 0.95 $ 38,160 0.05 3,000 0.05 0.75 1,125 3,000 0.05 0.75 1,125 0.15 45,000 0.15 0.58 12,375 45,000 0.15 0.58 12,375 0.18 45,000 0.18 0.83 11,025 45,000 0.18 0.83 11,025 0.19 45,000 0.19 1.33 10,575 45,000 0.19 1.33 10,575 0.20 48,000 0.20 1.05 10,800 48,000 0.20 1.05 10,800 0.95 200,000 0.95 1.26 — 200,000 0.95 1.26 — $ 0.001 1.21 476,000 $ 0.47 1.08 $ 84,060 476,000 $ 0.47 1.08 $ 84,060 |
NON-CONTROLLING INTEREST (Table
NON-CONTROLLING INTEREST (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Noncontrolling Interest [Abstract] | |
SCHEDULE OF NON CONTROLLING INTEREST | SCHEDULE OF NON CONTROLLING INTEREST March 31, 2023 December 31, 2022 Net loss Subsidiary (139,004 ) (817,151 ) Net loss attributable to the non-controlling interest 32,894 193,372 Net loss affecting Bioxytran (106,110 ) (623,780 ) Accumulated losses (3,733,291 ) (3,594,287 ) Accumulated losses attributable to the non-controlling interest 784,472 751,578 Accumulated losses Bioxytran (2,948,819 ) (2,842,709 ) Net equity non-controlling interest (623,522 ) (590,628 ) |
BACKGROUND AND ORGANIZATION (De
BACKGROUND AND ORGANIZATION (Details Narrative) - $ / shares | Mar. 31, 2023 | Jan. 02, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Jan. 02, 2022 | Mar. 17, 2021 | Sep. 21, 2018 | Oct. 05, 2017 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||
Common stock, shares issued | 123,502,235 | 123,252,235 | 123,252,235 | 110,840,998 | 110,840,998 | |||
Common stock, shares outstanding | 123,502,235 | 123,252,235 | 123,252,235 | 110,840,998 | 110,840,998 | |||
Pharmalectin (BVI), Inc. [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Common stock, shares authorized | 50,000 | |||||||
Common stock, par value | $ 1 | |||||||
Common stock, shares outstanding | 50,000 | |||||||
Parent Company [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Common stock, shares authorized | 300,000,000 | 95,000,000 | ||||||
Common stock, par value | $ 0.001 | $ 0.0001 | ||||||
Common stock, shares authorized | 50,000,000 | 5,000,000 | ||||||
Preferred stock, par value | $ 0.001 | $ 0.0001 | ||||||
Common stock, shares outstanding | 15,000,000 | |||||||
Pharmalectin, Inc. [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Common stock, shares authorized | 95,000,000 | |||||||
Common stock, par value | $ 0.0001 | |||||||
Common stock, shares authorized | 5,000,000 | |||||||
Preferred stock, par value | $ 0.0001 | |||||||
Common stock, shares issued | 30,000,000 | 30,000,000 | ||||||
Common stock, shares outstanding | 19,650,000 | 19,650,000 | ||||||
Pharmalectin, Inc. [Member] | Parent Company [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Common stock, shares outstanding | 15,000,000 | 15,000,000 | ||||||
Pharmalectin, Inc. [Member] | Affiliate [Member] | ||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||||||||
Common stock, shares outstanding | 4,650,000 | |||||||
Options outstanding | 4,500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Aug. 31, 2022 | Aug. 31, 2022 | Jun. 04, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Feb. 10, 2023 | Jan. 04, 2023 | |
Short-Term Debt [Line Items] | |||||||
Market price | $ 0.32 | $ 0.32 | |||||
Common stock shares issued upon conversion of debt | 6,081,484 | 6,081,484 | 8,522,125 | ||||
Debt conversion price | $ 0.13 | ||||||
Research and development expenses | $ 139,004 | $ 240,125 | |||||
New Notes [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Market price | $ 0.425 | ||||||
Common stock shares issued upon conversion of debt | 17,802,900 | ||||||
Shares issued upon exercise of warrants | 482,030 | ||||||
Shares issued upon exercise of outstanding options | 476,000 | ||||||
Principal and unpaid interest | $ 2,314,377 | ||||||
Notes conversion description | The 2021 1-year notes (the “New Notes”), have an interest rate of 6% and are convertible at the lower of (i) a fixed price of $0.13, or (ii) 85% of the closing price of any Qualified Financing, which consist of any fundraising receiving gross proceeds of not less than $500,000 | ||||||
Debt Interest rate | 6% |
GOING CONCERN AND MANAGEMENT__2
GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash | $ 153,801 | $ 295,401 | |
Working capital | 4,140,255 | ||
Accumulated deficit | 12,002,683 | $ 11,217,600 | |
Proceeds from equity | 50,000 | ||
Proceeds from issuance of convertible debt | $ 1,380,960 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | ||
Reimbursement of legal and administrative costs | $ 20,720 | |
Two Affiliated Companies [Member] | ||
Related Party Transaction [Line Items] | ||
Maintanence costs of licene agreements of two affiliates each | $ 5,000 | |
Affiliated Entity One [Member] | ||
Related Party Transaction [Line Items] | ||
License fee | 5,000 | |
Affiliated Entity Two [Member] | ||
Related Party Transaction [Line Items] | ||
License fee | $ 5,000 |
SCHEDULE OF INTANGIBLES (Detail
SCHEDULE OF INTANGIBLES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Estimated Remaining Life (years) | 20 years | |
Capitalized patent costs | $ 83,890 | $ 79,179 |
Accumulated amortization | (4,158) | 3,644 |
Intangible assets, net | $ 79,732 | $ 75,535 |
INTANGIBLES (Details Narrative)
INTANGIBLES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment charges of intangibles | $ 0 | $ 0 |
SCHEDULE OF ACCOUNTS PAYABLES A
SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |||
Accounts payable related party | [1] | $ 975,227 | $ 709,727 |
Professional fees | 656,963 | 393,085 | |
Interest | 149,377 | 134,581 | |
Payroll taxes | 45,887 | 40,182 | |
Pension/401K | 246,182 | 180,557 | |
Other | 2,460 | 990 | |
Un-issued share liability, related party | [2] | 51,150 | 38,400 |
Un-issued share liability, consultant | 1,810 | 960 | |
Convertible note payable | 2,165,000 | 2,165,000 | |
Total current liabilities | $ 4,294,056 | $ 3,663,482 | |
[1]$ 391,900 to the CEO, $ 374,400 208,927 286,900 269,400 153,427 60,000 51,250 |
SCHEDULE OF ACCOUNTS PAYABLES_2
SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Four Board Members [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Number of common stock awarded not issued | 60,000 | |
Fair value of common stock awarded not issued | $ 51,250 | |
Chief Executive Officer [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Accrued salary | 391,900 | $ 286,900 |
Chief Financial Officer [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Accrued salary | 374,400 | 269,400 |
Chief Communications Officer [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Accrued salary | $ 208,927 | $ 153,427 |
ACCOUNTS PAYABLES AND ACCRUED_3
ACCOUNTS PAYABLES AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |||
Accounts payable to related parties | [1] | $ 975,227 | $ 709,727 |
Un-issued shares liability related party | [2] | $ 51,150 | $ 38,400 |
[1]$ 391,900 to the CEO, $ 374,400 208,927 286,900 269,400 153,427 60,000 51,250 |
SCHEDULE OF CONVERTIBLE CONVERS
SCHEDULE OF CONVERTIBLE CONVERSION OF ACCRUED INTEREST AND PRINCIPAL (Details) - USD ($) | Aug. 31, 2022 | Aug. 31, 2022 | Jun. 04, 2021 | |
Short-Term Debt [Line Items] | ||||
Principal Converted | $ 1,467,000 | $ 1,101,846 | ||
Accrued interest converted | $ 53,371 | $ 6,060 | ||
Shares issued | 6,081,484 | 6,081,484 | 8,522,125 | |
Private Placement [Member] | 2021 Notes [Member] | Officer [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal Converted | [1] | $ 981,466 | ||
Accrued interest converted | [1] | $ 5,398 | ||
Shares issued | [1] | 7,591,261 | ||
Private Placement [Member] | 2021 Notes [Member] | Consultants [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal Converted | $ 120,380 | |||
Accrued interest converted | $ 662 | |||
Shares issued | 930,864 | |||
Private Placement [Member] | 2022 Notes [Member] | ||||
Short-Term Debt [Line Items] | ||||
Principal Converted | [2] | $ 1,467,000 | ||
Accrued interest converted | [2] | $ 53,371 | ||
Shares issued | [2] | 6,081,484 | ||
[1]Net cash received for these notes were $ 1,380,960 86,040 1,380,960 86,040 |
SCHEDULE OF CONVERTIBLE CONVE_2
SCHEDULE OF CONVERTIBLE CONVERSION OF ACCRUED INTEREST AND PRINCIPAL (Details) (Parenthetical) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | |||
Face value | [1],[2] | $ 2,165,000 | $ 2,165,000 |
Note Sold in Exchange for Cash [Member] | WallachBeth Capital, LLC [Member] | |||
Short-Term Debt [Line Items] | |||
Face value | 1,380,960 | ||
Debt discount | $ 86,040 | ||
[1]$ 2 1 1,045,150 119,850 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |||
Principal balance | [1],[2] | $ 2,165,000 | $ 2,165,000 |
Interest payable | 149,377 | 134,581 | |
Debt discount and premium | $ 2,314,377 | $ 2,299,581 | |
[1]$ 2 1 1,045,150 119,850 |
SCHEDULE OF OUTSTANDING CONVERT
SCHEDULE OF OUTSTANDING CONVERTIBLE NOTES (Details) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Aug. 31, 2022 | ||
Short-Term Debt [Line Items] | |||||
Cash received | $ 1,380,960 | ||||
Principal accrued interest settled | 2,000,000 | ||||
Reissue of note for settlement | 1,000,000 | ||||
Face value | [1],[2] | 2,165,000 | $ 2,165,000 | ||
Note Sold in Exchange for Cash [Member] | WallachBeth Capital, LLC [Member] | |||||
Short-Term Debt [Line Items] | |||||
Cash received | 1,045,150 | 1,045,150 | |||
Debt discount | $ 119,850 | $ 119,850 | |||
Face value | $ 1,380,960 | ||||
Debt discount | $ 86,040 | ||||
[1]$ 2 1 1,045,150 119,850 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | ||||||||
Aug. 31, 2022 | Aug. 31, 2022 | Nov. 20, 2021 | Jun. 04, 2021 | Apr. 29, 2021 | Jan. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | ||
Short-Term Debt [Line Items] | |||||||||
Aggregate principal amount | [1],[2] | $ 2,165,000 | $ 2,165,000 | ||||||
Shares issued | 6,081,484 | 6,081,484 | 8,522,125 | ||||||
Shares issued for conversion of debt, value | $ 1,467,000 | $ 1,101,846 | |||||||
Debt conversion price | $ 0.13 | ||||||||
Five Convertible Notes [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Shares issued | 8,522,125 | ||||||||
Shares issued for conversion of debt, value | $ 1,101,846 | ||||||||
Debt conversion price | $ 0.13 | ||||||||
Shares returned to treasury, shares | 7,591,261 | ||||||||
Nine Securities Purchase Agreements [Member] | 2021 Notes [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Shares price | $ 0.13 | ||||||||
Nine Securities Purchase Agreements [Member] | Convertible Notes Payable [Member] | 2021 Notes [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Aggregate principal amount | $ 3,266,845 | ||||||||
Interest rate | 6% | ||||||||
Proceeds from notes payable | $ 1,000,000 | ||||||||
Shares issued in compensation, shares | 1,101,846 | ||||||||
Note conversion description | The “Conversion Price” will be the lesser of (i) $.13 per share or (ii) 85% of the closing price of Any Qualified Financing, which consists of any fundraising whereby the Company receives gross proceeds of not less than $500,000 | ||||||||
Issued and outstanding common stock, percentage | 4.99% | ||||||||
Nine Securities Purchase Agreements [Member] | Convertible Notes Payable [Member] | 2021 Notes [Member] | Three Officers [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Payments of notes payable | $ 981,466 | ||||||||
Nine Securities Purchase Agreements [Member] | Convertible Notes Payable [Member] | 2021 Notes [Member] | Two Consultants [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Payments of notes payable | $ 120,380 | ||||||||
Thirty Four Securities Purchase Agreement [Member] | 2022 Notes [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Aggregate principal amount | $ 1,467,000 | ||||||||
Interest rate | 6% | ||||||||
Thirty Four Securities Purchase Agreement [Member] | Convertible Notes Payable [Member] | 2022 Notes [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Issued and outstanding common stock, percentage | 4.99% | ||||||||
Debt conversion price | $ 0.25 | ||||||||
[1]$ 2 1 1,045,150 119,850 |
SCHEDULE OF STOCK WARRANTS VALU
SCHEDULE OF STOCK WARRANTS VALUATION ASSUMPTIONS (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Risk-free interest rate | 1.53% |
Expected dividend yield | 0% |
Volatility factor (monthly) | 169.27% |
Expected life of warrant | 5 years |
SCHEDULE OF WARRANT ACTIVITY (D
SCHEDULE OF WARRANT ACTIVITY (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Equity [Abstract] | |||
Number of warrants oustanding, Beginning balance | [1] | 542,030 | 272,000 |
Weighted Average Exercise Price, Balance | $ 0.42 | $ 2 | |
Weighted average remaining contractual term, Beginning balance | 4 years 1 month 6 days | 2 years 10 months 24 days | |
Number of Warrants, Granted | [1] | 264,030 | |
Weighted Average Exercise Price, Granted | $ 0.26 | ||
Weighted- Average Remaining Expected Term, Granted | 5 years | ||
Number of Warrants, Exercised | [1] | ||
Weighted Average Exercise Price, Exercised | |||
Number of Warrants, Forfeited/Cancelled | [1] | ||
Weighted Average Exercise Price, Forfeited/Cancelled | |||
Number of warrants oustanding, Ending balance | [1] | 542,030 | 536,030 |
Weighted average exercise price, Ending balance | $ 1.14 | $ 1.14 | |
Weighted average remaining contractual term, Ending balance | 3 years 9 months 18 days | 3 years 8 months 12 days | |
[1]The warrant agreements issued in 2019 for a total of 50,000 1,130,114 0.09 1,050,114 |
SCHEDULE OF WARRANT ACTIVITY _2
SCHEDULE OF WARRANT ACTIVITY (Details) (Parenthetical) - Warrant Agreements [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Warrant issued | 50,000 | |
Warrant exercised, shares issued | 1,130,114 | |
Warrant exercise price | $ 0.09 | |
Warrant cashless exercised, shares issued | 1,050,114 |
SCHEDULE OF WARRANT OUTSTANDING
SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE WARRANTS (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrants Outstanding, Number of Warrants | [1] | 542,030 | 536,030 | 542,030 | 272,000 |
Warrants Outstanding, Weighted Average Exercise Price Per Share | $ 1.14 | $ 1.14 | $ 0.42 | $ 2 | |
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 1 month 6 days | 2 years 10 months 24 days | |||
Warrant One [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrants Outstanding, Number of Warrants | 492,030 | ||||
Warrants Outstanding, Weighted Average Exercise Price Per Share | $ 0.26 | ||||
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 1 month 6 days | ||||
Warrants Outstanding, Aggregate Intrinsic Value | $ 81,184 | ||||
Warrants Exercisable, Number of Warrants | 492,030 | ||||
Warrants Exercisable, Weighted Average Exercise Price Per Share | $ 0.26 | ||||
Warrants Exercisable, Weighted Average Remaining Contractual Life (Years) | 4 years 1 month 6 days | ||||
Warrants Exercisable, Aggregate Intrinsic Value | $ 81,184 | ||||
Warrant Two [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrants Outstanding, Number of Warrants | 50,000 | ||||
Warrants Outstanding, Weighted Average Exercise Price Per Share | $ 2 | ||||
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 1 year 7 months 6 days | ||||
Warrants Exercisable, Number of Warrants | 50,000 | ||||
Warrants Exercisable, Weighted Average Exercise Price Per Share | $ 2 | ||||
Warrants Exercisable, Weighted Average Remaining Contractual Life (Years) | 1 year 7 months 6 days | ||||
Warrant [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrants Outstanding, Number of Warrants | 542,030 | ||||
Warrants Outstanding, Weighted Average Exercise Price Per Share | $ 1.14 | ||||
Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years 10 months 24 days | ||||
Warrants Outstanding, Aggregate Intrinsic Value | $ 81,184 | ||||
Warrants Exercisable, Number of Warrants | 542,030 | ||||
Warrants Exercisable, Weighted Average Exercise Price Per Share | $ 1.14 | ||||
Warrants Exercisable, Weighted Average Remaining Contractual Life (Years) | 3 years 10 months 24 days | ||||
Warrants Exercisable, Aggregate Intrinsic Value | $ 81,184 | ||||
[1]The warrant agreements issued in 2019 for a total of 50,000 1,130,114 0.09 1,050,114 |
SCHEDULE OF NON-VESTED WARRANTS
SCHEDULE OF NON-VESTED WARRANTS (Details) | 3 Months Ended |
Mar. 31, 2022 $ / shares shares | |
Equity [Abstract] | |
Number of Warrants Non-vested, Beginning | shares | |
Weighted- Average Grant-Date Fair Value per share Non-vested, Beginning | $ / shares | |
Number of Warrants Non-vested, Granted | shares | 264,030 |
Weighted- Average Grant-Date Fair Value per share Non-vested, Granted | $ / shares | $ 0.25 |
Number of Warrants Non-vested, Forfeited | shares | |
Weighted- Average Grant-Date Fair Value per share Non-vested, Forfeited | $ / shares | |
Number of Warrants Non-vested, Vested | shares | |
Weighted- Average Grant-Date Fair Value per share Non-vested, Vested | $ / shares | |
Number of Warrants Non-vested, Ending | shares | 264,030 |
Weighted- Average Grant-Date Fair Value per share Non-vested, Ending | $ / shares | $ 0.25 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Feb. 10, 2023 | Jan. 04, 2023 | Mar. 31, 2023 | Jan. 02, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Jan. 02, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | |||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | |||||
Preferred Stock, Shares Issued | |||||||
Common stock, shares issued | 123,502,235 | 123,252,235 | 123,252,235 | 110,840,998 | 110,840,998 | ||
Common stock, shares outstanding | 123,502,235 | 123,252,235 | 123,252,235 | 110,840,998 | 110,840,998 | ||
New issues, shares | 156,250 | 93,750 | |||||
Stock issued value | $ 50,000 | $ 30,000 | |||||
Share price | $ 0.32 | $ 0.32 | |||||
Common Stock Warrants [Member] | Convertible Notes Payable [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Share price | $ 0.16 | ||||||
Number of warrants issued | 264,060 | ||||||
Warrant term | 5 years | ||||||
Warrant exercise price | $ 0.25 | ||||||
Fair value of warrants issued | $ 42,250 |
SCHEDULE OF FAIR MARKET VALUE (
SCHEDULE OF FAIR MARKET VALUE (Details) - Stock Awards Plan [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of shares issued, beginning balance | 19,382,909 | 18,706,909 |
Weighted average market value per share, beginning balance | $ 0.095 | $ 0.088 |
Number of shares, shares issued | ||
Weighted average market value per share, shares issued | ||
Number of shares issued, ending balance | 19,382,909 | |
Weighted average market value per share, ending balance | $ 0.095 | |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value per share, beginning balance | 0.003 | 0.003 |
Fair value per share, ending balance | 0.003 | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value per share, beginning balance | 1.49 | $ 1.49 |
Fair value per share, ending balance | $ 1.49 |
SCHEDULE OF STOCK OPTIONS ACTIV
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of outstanding, begining balance | 524,000 | 668,000 |
Weighted exercise price per share, beginning balance | $ 0.44 | $ 0.55 |
Number of outstanding, granted | ||
Weighted exercise price per share, granted | ||
Number of outstanding, exercised | ||
Weighted exercise price per share, exercised | ||
Number of outstanding, forfeited/cancelled | 48,000 | |
Weighted exercise price per share, forfeited/cancelled | $ 0.16 | |
Number of outstanding, ending balance | 476,000 | 668,000 |
Weighted exercise price per share, ending balance | $ 0.47 | $ 0.55 |
Number of outstanding, forfeited/cancelled | (48,000) | |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise Price per share, beginning balance | $ 0.001 | $ 0.001 |
Exercise Price per share,ending balance | 0.001 | 0.001 |
Exercise Price per share, forfeited | 0.15 | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise Price per share, beginning balance | 0.95 | 1.21 |
Exercise Price per share,ending balance | 0.95 | $ 1.21 |
Exercise Price per share, forfeited | $ 0.32 |
SCHEDULE OF STOCK OPTION VESTED
SCHEDULE OF STOCK OPTION VESTED (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price, Upper Range | $ 1.21 | |
Options Outstanding Number of options | 476,000 | |
Options Outstanding Weighted average exercise price per share | $ 0.47 | |
Options Outstanding Weighted average remaining contractual life years | 1 year 29 days | |
Options Outstanding Aggregate Intrinsic value | $ 84,060 | |
Exercisable Options Number of options | 476,000 | |
Exercisable Options Weighted average exercise price per share | $ 0.47 | |
Exercisable Options Weighted average remaining contractual life years | 1 year 29 days | |
Exercisable Options Aggregate Intrinsic value | $ 84,060 | $ 114,519 |
Exercise Price, Lower Range | $ 0.001 | |
Exercise Price One [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price, Upper Range | $ 0.001 | |
Options Outstanding Number of options | 90,000 | |
Options Outstanding Weighted average exercise price per share | $ 0.001 | |
Options Outstanding Weighted average remaining contractual life years | 11 months 12 days | |
Options Outstanding Aggregate Intrinsic value | $ 38,160 | |
Exercisable Options Number of options | 90,000 | |
Exercisable Options Weighted average exercise price per share | $ 0.001 | |
Exercisable Options Weighted average remaining contractual life years | 11 months 12 days | |
Exercisable Options Aggregate Intrinsic value | $ 38,160 | |
Exercise Price Two [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price, Upper Range | $ 0.05 | |
Options Outstanding Number of options | 3,000 | |
Options Outstanding Weighted average exercise price per share | $ 0.05 | |
Options Outstanding Weighted average remaining contractual life years | 9 months | |
Options Outstanding Aggregate Intrinsic value | $ 1,125 | |
Exercisable Options Number of options | 3,000 | |
Exercisable Options Weighted average exercise price per share | $ 0.05 | |
Exercisable Options Weighted average remaining contractual life years | 9 months | |
Exercisable Options Aggregate Intrinsic value | $ 1,125 | |
Exercise Price Three [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price, Upper Range | $ 0.15 | |
Options Outstanding Number of options | 45,000 | |
Options Outstanding Weighted average exercise price per share | $ 0.15 | |
Options Outstanding Weighted average remaining contractual life years | 6 months 29 days | |
Options Outstanding Aggregate Intrinsic value | $ 12,375 | |
Exercisable Options Number of options | 45,000 | |
Exercisable Options Weighted average exercise price per share | $ 0.15 | |
Exercisable Options Weighted average remaining contractual life years | 6 months 29 days | |
Exercisable Options Aggregate Intrinsic value | $ 12,375 | |
Exercise Price Four [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price, Upper Range | $ 0.18 | |
Options Outstanding Number of options | 45,000 | |
Options Outstanding Weighted average exercise price per share | $ 0.18 | |
Options Outstanding Weighted average remaining contractual life years | 9 months 29 days | |
Options Outstanding Aggregate Intrinsic value | $ 11,025 | |
Exercisable Options Number of options | 45,000 | |
Exercisable Options Weighted average exercise price per share | $ 0.18 | |
Exercisable Options Weighted average remaining contractual life years | 9 months 29 days | |
Exercisable Options Aggregate Intrinsic value | $ 11,025 | |
Exercise Price Five [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price, Upper Range | $ 0.19 | |
Options Outstanding Number of options | 45,000 | |
Options Outstanding Weighted average exercise price per share | $ 0.19 | |
Options Outstanding Weighted average remaining contractual life years | 1 year 3 months 29 days | |
Options Outstanding Aggregate Intrinsic value | $ 10,575 | |
Exercisable Options Number of options | 45,000 | |
Exercisable Options Weighted average exercise price per share | $ 0.19 | |
Exercisable Options Weighted average remaining contractual life years | 1 year 3 months 29 days | |
Exercisable Options Aggregate Intrinsic value | $ 10,575 | |
Exercise Price Six [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price, Upper Range | $ 0.20 | |
Options Outstanding Number of options | 48,000 | |
Options Outstanding Weighted average exercise price per share | $ 0.20 | |
Options Outstanding Weighted average remaining contractual life years | 1 year 18 days | |
Options Outstanding Aggregate Intrinsic value | $ 10,800 | |
Exercisable Options Number of options | 48,000 | |
Exercisable Options Weighted average exercise price per share | $ 0.20 | |
Exercisable Options Weighted average remaining contractual life years | 1 year 18 days | |
Exercisable Options Aggregate Intrinsic value | $ 10,800 | |
Exercise Price Seven [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Price, Upper Range | $ 0.95 | |
Options Outstanding Number of options | 200,000 | |
Options Outstanding Weighted average exercise price per share | $ 0.95 | |
Options Outstanding Weighted average remaining contractual life years | 1 year 3 months 3 days | |
Options Outstanding Aggregate Intrinsic value | ||
Exercisable Options Number of options | 200,000 | |
Exercisable Options Weighted average exercise price per share | $ 0.95 | |
Exercisable Options Weighted average remaining contractual life years | 1 year 3 months 3 days | |
Exercisable Options Aggregate Intrinsic value |
STOCK OPTION PLAN AND STOCK-B_3
STOCK OPTION PLAN AND STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | ||||||||
Mar. 31, 2023 | Jan. 01, 2023 | Jan. 10, 2022 | Jan. 15, 2021 | Jan. 02, 2021 | Jan. 19, 2010 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Common stock granted exercise price | $ 0.25 | ||||||||
Options exercisable, weighted-average remaining estimated life | 1 year 29 days | ||||||||
Options exercisable, intrinsic value | $ 84,060 | $ 84,060 | $ 114,519 | ||||||
Stock option exercises | $ 0 | $ 0 | |||||||
Four Board Members [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of stock options grants in period gross | 60,000 | ||||||||
2010 Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Stock awards stock appreciation rights percentage | 15% | ||||||||
Stock Plan Twenty Ten [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of stock options grants in period gross | 3,189,200 | ||||||||
Common stock granted exercise price | $ 0.24 | ||||||||
Number of stock granted, value | $ 765,408 | ||||||||
Stock Plan Twenty Ten [Member] | Medical Advisory Board [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of stock options grants in period gross | 10,000 | ||||||||
Common stock granted exercise price | $ 0.24 | ||||||||
Number of stock granted, value | $ 2,400 | ||||||||
Stock Plan Twenty Ten [Member] | Fourteen Board Manager And Medical Advisory Board Member And Consultant [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of stock options grants in period gross | 227,800 | ||||||||
2021 Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share based compensation | $ 13,600 | $ 22,400 | |||||||
Number of shares available for grant | 19,850,071 | 19,850,071 | |||||||
2021 Plan [Member] | Four Board Members [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of stock options grants in period gross | 30,000 | 80,000 | 40,000 | ||||||
Common stock granted exercise price | $ 0.425 | $ 0.48 | $ 0.16 | ||||||
Number of stock granted, value | $ 12,750 | $ 38,400 | $ 6,400 | ||||||
2021 Plan [Member] | Advisory Board Members [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Number of stock options grants in period gross | 2,000 | 2,000 | |||||||
Common stock granted exercise price | $ 0.425 | $ 0.48 | |||||||
Number of stock granted, value | $ 850 | $ 960 |
SCHEDULE OF NON CONTROLLING INT
SCHEDULE OF NON CONTROLLING INTEREST (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Net loss attributable to the non-controlling interest | $ (32,894) | $ (51,116) | |
Subsidiaries [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Net loss Subsidiary | (139,004) | $ (817,151) | |
Net loss attributable to the non-controlling interest | 32,894 | 193,372 | |
Net loss affecting Bioxytran | (106,110) | (623,780) | |
Accumulated losses | (3,733,291) | (3,594,287) | |
Accumulated losses attributable to the non-controlling interest | 784,472 | 751,578 | |
Accumulated losses Bioxytran | (2,948,819) | (2,842,709) | |
Net equity non-controlling interest | $ (623,522) | $ (590,628) |
NON-CONTROLLING INTEREST (Detai
NON-CONTROLLING INTEREST (Details Narrative) - shares | Mar. 31, 2023 | Jan. 02, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Jan. 02, 2022 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Common stock, shares issued | 123,502,235 | 123,252,235 | 123,252,235 | 110,840,998 | 110,840,998 |
Common stock, shares outstanding | 123,502,235 | 123,252,235 | 123,252,235 | 110,840,998 | 110,840,998 |
Pharmalectin, Inc. [Member] | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Common stock, shares issued | 30,000,000 | 30,000,000 | |||
Common stock, shares outstanding | 19,650,000 | 19,650,000 | |||
Pharmalectin, Inc. [Member] | Parent Company [Member] | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Common stock, shares outstanding | 15,000,000 | 15,000,000 | |||
Pharmalectin, Inc. [Member] | Affiliate [Member] | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Common stock, shares outstanding | 4,650,000 | ||||
Options outstanding | 4,500,000 | ||||
Parent Company [Member] | |||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||
Common stock, shares outstanding | 15,000,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Mar. 31, 2023 USD ($) |
Employment Agreements [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Payment of severance upon termination | $ 50,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 3 Months Ended | |||||||||||
May 10, 2023 USD ($) $ / shares shares | Apr. 18, 2023 USD ($) $ / shares shares | Apr. 14, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) shares | Feb. 10, 2023 USD ($) $ / shares shares | Jan. 04, 2023 USD ($) $ / shares shares | Jan. 01, 2023 shares | Jan. 10, 2022 shares | Mar. 31, 2023 USD ($) shares | Apr. 28, 2023 USD ($) | Dec. 31, 2022 USD ($) | ||
Subsequent Event [Line Items] | ||||||||||||
Aggregate principal amount | $ | [1],[2] | $ 2,165,000 | $ 2,165,000 | $ 2,165,000 | ||||||||
Number of common stock shares issued | 156,250 | 93,750 | ||||||||||
Stock issued value | $ | $ 50,000 | $ 30,000 | ||||||||||
Share price | $ / shares | $ 0.32 | $ 0.32 | ||||||||||
Four Board Members [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of common stock awarded not issued | 60,000 | |||||||||||
Four Board Members [Member] | 2021 Plan [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of common stock awarded not issued | 30,000 | 80,000 | 40,000 | |||||||||
Advisory Board Members [Member] | 2021 Plan [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of common stock awarded not issued | 2,000 | 2,000 | ||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Warrants exercisable | 800,000 | |||||||||||
Warrants exercisable term | 5 years | |||||||||||
Warrants fair value | $ | $ 348,637 | |||||||||||
Subsequent Event [Member] | Four Board Members [Member] | 2021 Plan [Member] | Fourth Quarter of 2022 [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Share price | $ / shares | $ 0.48 | |||||||||||
Number of common stock awarded not issued | 80,000 | |||||||||||
Number of common stock shares awarded, value | $ | $ 38,400 | |||||||||||
Subsequent Event [Member] | Advisory Board Members [Member] | 2021 Plan [Member] | Fourth Quarter of 2022 [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Share price | $ / shares | $ 0.48 | |||||||||||
Number of common stock awarded not issued | 2,000 | |||||||||||
Number of common stock shares awarded, value | $ | $ 960 | |||||||||||
Subsequent Event [Member] | Advisory Board Members [Member] | 2021 Plan [Member] | First Quarter of 2023 [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Share price | $ / shares | $ 0.425 | |||||||||||
Number of common stock awarded not issued | 2,000 | |||||||||||
Number of common stock shares awarded, value | $ | $ 850 | |||||||||||
Subsequent Event [Member] | Three Board Members [Member] | 2021 Plan [Member] | First Quarter of 2023 [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Share price | $ / shares | $ 0.425 | |||||||||||
Number of common stock awarded not issued | 30,000 | |||||||||||
Number of common stock shares awarded, value | $ | $ 12,750 | |||||||||||
Subsequent Event [Member] | Private Placement [Member] | Boardof Directors [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Share price | $ / shares | $ 0.32 | |||||||||||
Subsequent Event [Member] | Private Placement [Member] | Supplier Invoice [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of common stock shares issued | 137,656 | |||||||||||
Stock issued value | $ | $ 44,050 | |||||||||||
Subsequent Event [Member] | Private Placement [Member] | Officers [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of common stock shares issued | 6,763,562 | |||||||||||
Stock issued value | $ | $ 2,164,340 | |||||||||||
Subsequent Event [Member] | Private Placement [Member] | Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of common stock shares issued | 78,125 | |||||||||||
Stock issued value | $ | $ 25,000 | |||||||||||
Share price | $ / shares | $ 0.32 | |||||||||||
Subsequent Event [Member] | Measurement Input, Exercise Price [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Warrants, measurement input | $ / shares | 0.20 | |||||||||||
Subsequent Event [Member] | Measurement Input, Share Price [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Warrants, measurement input | $ / shares | 0.4358 | |||||||||||
Convertible Notes Payable [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Aggregate principal amount | $ | $ 1,165,000 | $ 1,000,000 | ||||||||||
Debt Instrument, Maturity Date | Apr. 30, 2024 | |||||||||||
Debt Instrument, Interest Rate Terms | The interest rate was renegotiated to 10%, from the former 6%, and the Company received the right to repurchase the note at 120% of face-value plus interest, after 60 days of the extension. | |||||||||||
[1]$ 2 1 1,045,150 119,850 |