Filed 2026-03-26 · Period ending 2025-12-31 · 71,163 words · SEC EDGAR
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# BioRestorative Therapies, Inc. (BRTX) — 10-K **Filed:** 2026-03-26 **Period ending:** 2025-12-31 **Accession:** 0001493152-26-012925 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1505497/000149315226012925/) **Origin leaf:** 154f835e3d9a8c51a493257eb2b8b5d86675f9cf2845948c20fb6feb16d41422 **Words:** 71,163 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM 10-K** (Mark One) | | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | **FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025** | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | **FOR THE TRANSITION PERIOD FROM__________ TO__________** Commission File Number **001-37603** **BIORESTORATIVE THERAPIES, INC.** (Exact name of registrant as specified in its charter) | Nevada | | 30-1341024 | | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | | | 40 Marcus Drive, Suite 1, Melville, New York | | 11747 | | | (Address of principal executive offices) | | (Zip Code) | | **(631) 760-8100** (Registrants telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: | Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered | | | Common Stock $0.0001 par value | | BRTX | | Nasdaq Capital Market | | Securities registered pursuant to Section 12(g) of the Act: **None** (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. | Large accelerated filer | | Accelerated filer | | | Non-accelerated filer | | Smaller reporting company | | | | | Emerging growth company | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter. As of June 30, 2025, the aggregate market value of the registrants common stock held by non-affiliates of the registrant was $11,199,773 based on the closing sale price as reported on the Nasdaq Capital Market. APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No As of March 23, 2026, there were 25,478,170 shares of common stock outstanding. **DOCUMENTS INCORPORATED BY REFERENCE** None | | | **INDEX** | | | Page No. | | | Forward-Looking Statements | 3 | | | PART I | | 3 | | | Item 1. | Business. | 3 | | | Item 1A. | Risk Factors. | 36 | | | Item 1B. | Unresolved Staff Comments. | 70 | | | Item 1C. | Cybersecurity. | 70 | | | Item 2. | Properties. | 71 | | | Item 3. | Legal Proceedings. | 71 | | | Item 4. | Mine Safety Disclosures. | 71 | | | PART II | | 72 | | | Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 72 | | | Item 6. | [Reserved]. | 72 | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations. | 73 | | | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 80 | | | Item 8. | Financial Statements and Supplementary Data. | 80 | | | Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. | 80 | | | Item 9A. | Controls and Procedures. | 81 | | | Item 9B. | Other Information. | 83 | | | Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 83 | | | PART III | | 84 | | | Item 10. | Directors, Executive Officers and Corporate Governance. | 84 | | | Item 11. | Executive Compensation. | 88 | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 92 | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 94 | | | Item 14. | Principal Accountant Fees and Services. | 95 | | | PART IV | | 96 | | | Item 15. | Exhibits and Financial Statement Schedules. | 96 | | | Item 16. | Form 10-K Summary. | 100 | | | Signatures | 101 | | | 2 | | **PART I** **Forward-Looking Statements** This Annual Report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Annual Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words may, will, expect, believe, anticipate, project, plan, intend, estimate, and continue, and their opposites and similar expressions are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, that may influence the accuracy of the statements and the projections upon which the statements are based. Factors which may affect our results include, but are not limited to, the risks and uncertainties discussed in Item 1A of this Annual Report (Risk Factors). Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise. **Intellectual Property** This Annual Report includes references to our federally registered trademarks, *BioRestorative Therapies* and *Dragonfly* design, *BRTX-100*, *ThermoStem* and *BRTX*. The *Dragonfly*logo is also registered with the U.S. Copyright Office. This Annual Report also includes references to trademarks, trade names and service marks that are the property of other organizations. Solely for convenience, trademarks and trade names referred to in this Annual Report appear without the , SM or symbols, and copyrighted content appears without the use of the symbol , but the absence of use of these symbols does not reflect upon the validity or enforceability of the intellectual property owned by us or third parties. | ITEM 1. | BUSINESS. | | **(a) Business Development** As used in this Annual Report on Form 10-K, or the Annual Report, references to the Company, we, us, or our refer to BioRestorative Therapies, Inc. We were incorporated in Nevada on June 13, 1997. On August 15, 2011, we changed our name from Stem Cell Assurance, Inc. to BioRestorative Therapies, Inc. Effective January 1, 2015, we reincorporated in Delaware. Effective December 31, 2022, we reincorporated in Nevada. We develop therapeutic products using cell and tissue protocols, primarily involving adult stem cells. | 3 | | We are currently pursuing our *Disc/Spine Program* with our initial investigational therapeutic product being called *BRTX-100*. In March 2022, a United States patent issued in our *Disc/Spine Program*. We are conducting a Phase 2 clinical trial investigating the use of *BRTX-100* in the treatment of chronic lower back pain arising from degenerative disc disease. We have also obtained U.S. Food and Drug Administration, or the FDA, Investigational New Drug, or IND, clearance to evaluate *BRTX-100* in the treatment of chronic cervical discogenic pain. We have obtained an exclusive license to use technology for investigational adult stem cell treatment of disc and spine conditions, including protruding and bulging lumbar discs. The technology is an advanced stem cell injection procedure that may offer relief from lower back pain, buttock and leg pain, and numbness and tingling in the leg and foot. We are also developing our *ThermoStem Program*. This pre-clinical program involves the use of brown adipose (fat) in connection with the cell-based treatment of type 2 diabetes and obesity as well as hypertension, other metabolic disorders and cardiac deficiencies. Patents related to the *ThermoStem Program* have been issued in the United States and other jurisdictions. Further, we operate a commercial biocosmeceuticals business. Our current commercial product, formulated and manufactured using our cGMP ISO-7 certified clean room, is a cell-based secretome containing exosomes, proteins and growth factors. This proprietary biologic serum has been specifically engineered by us to reduce the appearance of fine lines and wrinkles and bring forth other areas of cosmetic effectiveness. We also intend to explore the potential of expanding our commercial offering to include a broader family of cell-based biologic aesthetic products and therapeutics via IND-enabling studies. **2025 Events** In February 2025, we announced that the FDA granted Fast Track designation to the *BRTX-100* program for the treatment of chronic lumbar disc disease, or cLDD. In February 2025, we announced new preliminary 26- and 52- week blinded data from the first 15 patients with cLDD enrolled in our ongoing Phase 2 clinical trial of *BRTX-100*. No serious adverse events were reported in any of the 15 subjects. In addition, there was no dose limiting toxicity at 26-52 weeks. Further, we announced certain positive preliminary data analyses. In February 2025, we announced that the FDA cleared our IND application for *BRTX-100* for the treatment of chronic cervical discogenic pain. In March 2025, a European patent related to our *ThermoStem Program*was issued. In March 2025, an Israeli patent related to our *ThermoStem Program* was issued. In May 2025, we announced that preliminary 26-, 52- and 104- week blinded data from the first 15 patients with cLDD enrolled in our ongoing Phase 2 clinical trial of *BRTX-100* was presented by our Vice President of Research and Development at the International Society for Cell and Gene Therapy 2025 Annual meeting. No serious adverse events were reported and there was no dose limiting toxicity at 26-104 weeks. | 4 | | In June 2025, we announced the hiring of Sandy Lipkins whose responsibilities focus on technology commercialization and business development. In June 2025, we announced that new preliminary blinded clinical data from 36 patients enrolled in our ongoing Phase 2 trial of *BRTX-100* for the treatment of cLDD was presented by our Vice President of Research and Development at the International Society for Stem Cell Research 2025 Annual Meeting. Over 74% of the subjects showed greater than 50% improvement in function by 52 weeks and over 72% of the subjects reported greater than 50% in reduction in pain by 52 weeks. No serious adverse events or dose limiting toxicities were reported between 26 and 104 weeks at the target dose. In June 2025, we announced that our Board of Directors authorized a stock repurchase program under which we may repurchase up to $2 million of our outstanding common stock over a one year period. To date, no shares have been repurchased. In September 2025, a Japanese patent related to our *ThermoStem Program* was issued. In October 2025, we issued 678,125 shares of our common stock in a registered direct public offering to several accredited and/or institutional investors. We received gross proceeds of $1,085,000 from the offering. Concurrently, pursuant to a private placement offering, we issued to the investors warrants to purchase up to 508,592 shares of our common stock. In connection with the offering, we issued placement agent warrants to purchase 35,062 shares of our common stock. The warrants and placement agent warrants have an exercise price of $2.75 per share and are exercisable commencing six months from the date of issuance until the five year anniversary of the date of issuance. In October 2025, we announced that we hired Crystal Romano as our Head of Global Commercial Operations. In November 2025, we announced that we were granted a Type B meeting with the FDA to discuss a potential accelerated biologics license application, or BLA, approval pathway for the Fast-Track-Designated *BRTX-100* program for the treatment of cLDD. The meeting took place in December 2025. Based upon the positive official summary of the meeting, we have initiated Phase 3 enabling activities with the goal of submitting a Phase 3 IND during 2026. In November 2025, a notice of allowance was issued for an Australian patent application related to our *ThermoStem Program*. This application is expected to issue as an Australian patent in the near future. **2026 Events** **** In February 2026, pursuant to a public offering, we issued 12,560,715 shares of our common stock, pre-funded warrants to purchase up to 1,725,000 shares of our common stock and warrants to purchase up to 14,285,715 shares of our common stock. We received gross proceeds of $5,000,000 from the offering. The pre-funded warrants had an exercise price of $0.0001 per share, were immediately exercisable and were exercisable until exercised in full. In February and March 2026, the 1,725,000 pre-funded warrants were exercised. The warrants have an exercise price of $0.35 per share, are immediately exercisable and expire five years after the date of issuance. In connection with the offering, we issued placement agent warrants to purchase 1,000,000 shares of our common stock. Such warrants have an exercise price of $0.4375 per share, are exercisable immediately and expire five years from the date of issuance. | 5 | | In February 2026, we announced that we had completed the enrollment of 99 patients in our Phase 2 clinical trial of *BRTX-100.* **(b) Business** **General** We develop therapeutic products, using cell and tissue protocols, primarily involving adult stem cells. As described below, our two core programs relate to the treatment of disc/spine disease and metabolic disorders. We also operate a commercial biocosmeceutical platform: | | | Disc/Spine Program (brtxDisc). Our lead cell therapy candidate, BRTX-100, is a product formulated from autologous (or a persons own) cultured mesenchymal stem cells, or MSCs, collected from the patients bone marrow. We intend that the product will be used for the non-surgical treatment of painful lumbosacral disc disorders or as a complimentary therapeutic to a surgical procedure. The BRTX-100 production process utilizes proprietary technology and involves collecting a patients bone marrow, isolating and culturing stem cells from the bone marrow and cryopreserving the cells. In an outpatient procedure, BRTX-100 is injected by a physician into the patients damaged disc. The treatment is intended for patients whose pain has not been alleviated by non-surgical procedures and who potentially face the prospect of surgery. We have commenced a Phase 2 clinical trial using BRTX-100 to treat chronic lower back pain arising from degenerative disc disease. We have also obtained FDA IND clearance to evaluate BRTX-100 in the treatment of chronic cervical discogenic pain. See Disc/Spine Program below. | | | | | | | | | | Metabolic Program (ThermoStem). We are developing cell-based therapy candidates to target obesity and metabolic disorders using brown adipose (fat) derived stem cells, or BADSC, to generate brown adipose tissue, or BAT, as well as exosomes secreted by BADSC. We refer to this as our ThermoStem Program. BAT is intended to mimic naturally occurring brown adipose depots that regulate metabolic homeostasis in humans. Initial preclinical research indicates that increased amounts of brown fat in animals may be responsible for additional caloric burning as well as reduced glucose and lipid levels. Researchers have found that people with higher levels of brown fat may have a reduced risk for obesity and diabetes. BADSC secreted exosomes may also impact weight loss. Patents related to the ThermoStem Program have been issued in the United States and other jurisdictions. See Metabolic Brown Adipose (Fat) Program below. | | | | | | | | | | BioCosmeceuticals: We operate a commercial biocosmeceutical platform. Our current commercial product, formulated and manufactured using our cGMP ISO-7 certified clean room, is a cell-based secretome containing exosomes, proteins and growth factors. This proprietary biologic serum has been specifically engineered by us to reduce the appearance of fine lines and wrinkles and bring forth other areas of cosmetic effectiveness. Moving forward, we also intend to explore the potential of expanding our commercial offering to include a broader family of cell-based biologic aesthetic products and therapeutics via IND-enabling studies, with the aim of pioneering FDA approvals in the emerging biocosmeceuticals space. | | | 6 | | We have also licensed an investigational curved needle device designed to deliver cells and/or other therapeutic products or material to the spine and discs (and other parts of the body). We anticipate that FDA approval or clearance will be necessary for this device prior to commercialization. We do not intend to utilize this device in connection with our Phase 2 clinical trial with regard to *BRTX-100*. See Curved Needle Device below. The patents and patent applications for the *Disc/Spine Program*, the *ThermoStem Program* and the curved needle device are described below under Technology; Research and Development. **Overview** Every human being has stem cells in his or her body. These cells exist from the early stages of human development until the end of a persons life. Throughout our lives, our body continues to produce stem cells that regenerate to produce differentiated cells that make up various aspects of the body such as skin, blood, muscle and nerves. These are generally referred to as adult (non-embryonic) stem cells. These cells are important for the purpose of medical therapies aiming to replace lost or damaged cells or tissues or to otherwise treat disorders. Regenerative cell therapy relies on replacing diseased, damaged or dysfunctional cells with healthy, functioning ones or repairing damaged or diseased tissue. A great range of cells can serve in cell therapy, including cells found in peripheral and umbilical cord blood, bone marrow and adipose (fat) tissue. Physicians have been using adult stem cells from bone marrow to treat various blood cancers for 70 years (the first successful bone marrow transplant was performed in 1956). Recently, physicians have begun to use stem cells to treat various other diseases. We intend to develop cell and tissue products and regenerative therapy protocols, primarily involving adult stem cells, to allow patients to undergo cellular-based treatments. We are concentrating initially on therapeutic areas in which risk to the patient is low, recovery is relatively easy, results can be demonstrated through sufficient clinical data, and patients and physicians will be comfortable with the procedure. We believe that there will be readily identifiable groups of patients who will benefit from these procedures. We also believe that these procedures will be significantly less expensive than the most common surgical procedure alternatives and will compare favorably, over the long-term, to conservative treatment costs which may persist for years. Accordingly, we have focused our initial developmental efforts on cellular-based therapeutic products and clinical development programs in selective areas of medicine for which the treatment protocol is minimally invasive. Such areas include the treatment of the disc and spine and metabolic-related disorders. Upon regulatory approval, we will seek to obtain third party reimbursement for our products and procedures; however; if we are not successful, patients may be required to pay for our products and procedures out of pocket in full and without the ability to be reimbursed by any governmental and other third party payers, which would adversely impact our prospects. | 7 | | We have undertaken research and development efforts in connection with the development of investigational therapeutic products and medical therapies using cell and tissue protocols, primarily involving adult stem cells. See Disc/Spine Program, Metabolic Brown Adipose (Fat) Program and Curved Needle Device below. As a result of these programs, we have seven United States patents, 18 foreign patents and one United States patent application related to research regarding our *ThermoStem Program.* We have also obtained licenses for two United States patent applications related to our *Disc/Spine Program,*one United States patent related to our *Disc/Spine Program,* and a license for one United States patent related to a curved needle device. We have established a research laboratory facility with current Good Manufacturing Practice, or cGMP, capabilities to produce clinical grade products and we will seek to further develop cellular-based treatments, products and protocols, stem cell-related intellectual property, or IP, and translational research applications. See Laboratory below. We have not generated any significant revenues to date. In February 2024, we received approximately $8,100,000 in gross proceeds pursuant to the exercise of warrants. During 2025, we received approximately $2,000,000 of gross proceeds pursuant to what is commonly is referred to as an at-the-market program with Rodman & Renshaw, LLC, or the 2024 ATM. We currently do not have the ability to raise any additional amounts under the 2024 ATM. In October 2025, we received approximately $1,100,000 in gross proceeds pursuant to a registered direct public offering of our common stock. In February 2026, we received $5,000,000 in gross proceeds pursuant to a public offering of our common stock and warrants. Our BRTX-100 program has been granted a fast track designation by the FDA which may result in a reduction in the length of time required to complete our Phase 2 clinical trial and consequently a reduction in the costs involved. However, notwithstanding the above, we believe that our current funds may not be sufficient for us to complete our Phase 2 clinical trial investigating the use of *BRTX*-*100* in the treatment of chronic lower back pain arising from degenerative disc disease, as further described in this section, continue our pre-clinical research and development efforts with respect to our *ThermoStem Program* and satisfy our current working capital needs through the end of the 12 month period following the date of the financial statements included in this Annual Report. In addition, the implementation of our business plan, as discussed below, will require the receipt of significant additional financing to fund our research and development efforts, including our contemplated Phase 3 clinical trial with regard to *BRTX-100* and our contemplated clinical trials relating to our *ThermoStem Program*, and otherwise fund our operations. We intend to seek to raise capital through our 2024 ATM and warrant exercises as well as through investment bankers and from biotech funds, strategic partners and other financial institutions. No assurance can be given that the amount of funding that we anticipate may be required for the above purposes is correct or that we will be able to accomplish our goals within the timeframes projected. In addition, no assurance can be given that we will be able to obtain any required financing on commercially reasonable terms or otherwise. If we are unable to obtain adequate funding, we may be required to significantly curtail or discontinue our proposed operations. | 8 | | **Disc/Spine Program** *General* Among the initiatives that we are currently pursuing is our *Disc/Spine Program*, with our initial product candidate being called *BRTX-100*. We have obtained an exclusive license (see *Exclusive License* below) that permits us to use technology for adult stem cell treatment of disc and spine conditions. The technology is an advanced stem cell culture and injection procedure into the intervertebral disc, or IVD, that may offer relief from lower back pain, buttock and leg pain, and numbness and tingling in the leg and foot. Lower back pain is the most common, most disabling, and most costly musculoskeletal ailment faced worldwide. According to a 2016 market report from Trinity Partners, a global life sciences consulting firm, of the 250 million American adults, nearly 25 million have chronic lower back pain of which approximately 12 million have been diagnosed with and treated for disc degeneration and approximately 5.6 million have pain caused by a protruding or injured disc. We believe that between 500,000 and one million invasive surgical procedures are performed each year to try to alleviate the pain associated with these lower back conditions and that such procedures cost approximately $40 billion. Clinical studies have documented that the source of the pain is most frequently damage to the IVD. This can occur when forces, whether a single load or repetitive microtrauma, exceed the IVDs inherent capacity to resist those loads. Aging, obesity, smoking, lifestyle, and certain genetic factors may predispose one to an IVD injury. Current surgical approaches to back pain are extremely invasive (often altering the spines biomechanics unfavorably and predisposing it to further disc degeneration) and are associated with unacceptably low success rates (with a second operation occurring 10% to 20% of the time). In addition, current surgical approaches are costly with spinal fusion surgery costing approximately $110,000, discectomy costing approximately $20,000 to $50,000 and disc replacement surgery costing approximately $80,000 to $150,000. Even conservative treatments can be costly, with oral medications costing between $1,000 and $2,000 per year, injection treatments costing approximately $8,000 per year and physical therapy costing approximately $20,000 annually. We anticipate that the cost of a single treatment using *BRTX-100* will compare favorably to conservative treatments which may continue for years and will be less expensive than the most common surgical procedures. While once thought to be benign, the natural history of lower back pain is often one of chronic recurrent episodes of pain leading to progressive disability. This is believed to be a direct result of the IVDs poor healing capacity after injury. The IVD is the largest avascular (having few or no blood vessels) structure in the body and is low in cellularity. Therefore, its inherent capacity to heal after injury is poor. The clinical rationale of *BRTX-100* is to deliver a high concentration of the patients own cultured MSCs into the site of pathology to promote healing and relieve pain. We have developed a mesenchymal stem cell product candidate, *BRTX-100,*derived from autologous (or a persons own) human bone marrow, cultured and formulated, in a proprietary method, specifically for introduction into a painful lumbar disc. The product candidate was developed utilizing in part the exclusive license described below under *Exclusive License*. As described below under *BRTX-100* and *Production and Delivery*, *BRTX-100* is a hypoxic (low oxygen) stem cell product developed through a culturing process. In order to enhance the survivability of our bone marrow-derived MSCs in the avascular environment of the damaged disc, *BRTX-100*is designed to expand under hypoxic conditions. This process is intended to result in a large cell count population with enhanced viability and therapeutic potential following injection into the injured disc. | 9 | | In February 2017, pursuant to an IND application, we received authorization from the FDA to commence a Phase 2 clinical trial investigating the use of *BRTX-100*, our lead cell therapy candidate, in the treatment of chronic lower back pain arising from degenerative disc disease. We are conducting our Phase 2 clinical trial as described below under *Clinical Trial*. We believe that, based upon our periodic reports to the FDA as to our clinical trial, the existing IND remains effective. In addition to developing *BRTX-100*, we may also seek to sublicense the technology to a strategic third party, who may assist in gaining FDA approval for a lumbar disc indication, or third parties for use in connection with cellular-based developmental programs with regard to disc and spine related conditions. We have established a laboratory, which includes a clean room facility, to perform the production of cell products (including *BRTX-100*) for use in our clinical trials, for third party cell products or for general research purposes. We may also use this laboratory to develop our pipeline of future products and expand our stem cell-related IP. See Laboratory and Technology; Research and Development below. In March 2022, a United States patent related to *BRTX-100* was issued. We have been granted exclusive license rights with respect to the patent. See *Exclusive License* below. *BRTX-100* Our lead product candidate*, BRTX-100,* is an autologous hypoxic (low oxygen) cultured mesenchymal stem cell product derived from a patients own bone marrow and formulated with a proprietary biomaterial carrier (platelet lysate) to increase potency, viability and survivability. We have designed the cryopreserved sterile cellular product candidate to be provided in vials for injection into painful lumbar discs. We anticipate the product candidate will be delivered using a standard 20 gauge 3.5 inch introducer needle and a 25 gauge 6 inch needle that will extend into the disc center upon delivery. Upon regulatory approval, we plan to provide training to medical practitioners with regard to the approved injection procedure. It is anticipated that the delivery of the product candidate will be a 30 minute procedure. Mesenchymal stem cells used in *BRTX-100*are similar to other MSCs under development by others; however, in order to enhance the survivability of our bone marrow-derived MSCs in the avascular environment of the damaged disc, *BRTX-100*is designed to expand under hypoxic conditions for a period of approximately three weeks. This process is intended to result in an approximate 40 million cell count population with enhanced viability and therapeutic potential following injection locally into injured spinal discs. Publications and scientific literature have indicated that MSCs preconditioned in a hypoxic environment show enhanced skeletal muscle regeneration properties and improved impacts upon circulation and vascular formation compared to MSCs cultured under normoxic (normal oxygen) conditions. | 10 | | In August 2018, the *Journal of Translational Medicine* published the results of our study evaluating the benefits of long-term hypoxic culturing of human bone marrow-derived MSCs. In September 2021, we were awarded a National Institutes of Health Small Business Technology Transfer (STTR) Phase 1 grant for $256,000 to evaluate the therapeutic effects on our hypoxic cultured bone marrow derived mesenchymal stem cells (*BRTX-100*) after encapsulation with a PEG-peptide hydrogel. The work was done in collaboration with Washington University of St. Louis. Since June 2022, we have entered into clinical trial agreements with 16 sites to conduct our Phase 2 clinical trial targeting chronic lumbar disc disease. See *Clinical Trial* below. *Production and Delivery* The production of our product candidate, *BRTX-100,*begins with the physician collecting bone marrow from the patient under local anesthesia. Peripheral blood is also collected from the patient. The physician will then send the patients bone marrow and blood samples to our laboratory (or a contract laboratory) for culturing and formulation. The hypoxic culturing process is intended to result in the selection of a cell population that is suitable for an improved possibility of survival in the internal disc environment. We anticipate that the cell culturing process and product formulation will take approximately three weeks, with an additional two weeks required for quality control testing required to meet product release criteria. We will then send the therapeutic cryopreserved stem cells (*BRTX-100*) in a sterile vial back to the physicians offices where it will undergo a controlled thaw prior to the procedure. The price structure for the procedure and our services has not been determined and no assurances can be given as to the effect that such price structure will have on the marketability of such procedure and services. The following illustrates the process: * | 11 | | Exclusive License* Pursuant to our license agreement with Regenerative Sciences, LLC, or Regenerative, that became effective in April 2012, or the Regenerative License Agreement, we have obtained, among other things, a worldwide (excluding Asia and Argentina), exclusive, royalty-bearing license from Regenerative to utilize or sublicense a certain method for culturing cells for use in our developmental program involving disc and spine conditions, including protruding or painful discs and the treatment of avascular zones. The investigational technology that has been licensed is an advanced stem cell culture and injection procedure that may offer relief from lower back pain, buttock and leg pain, and numbness and tingling in the leg and foot. Pursuant to the Regenerative License Agreement, we have also obtained a worldwide, exclusive, royalty-bearing license from Regenerative to utilize or sublicense a certain investigational curved needle device for the administration of specific cells and/or cell products to the disc and/or spine (and other parts of the body). It will be necessary to advance the design of this investigational device to facilitate the delivery of substances, including living cells, to specific locations within the body and minimize the potential for damage to nearby structures. The patents that are the subject of the Regenerative License Agreement have been assigned to Regenexx, LLC which we have been advised by Regenerative is an affiliate of Regenerative. *Animal Study* The efficacy and safety of our product candidate, *BRTX-100,* has been tested in a degenerative intervertebral rabbit disc model. In this study, 80 rabbits underwent surgery to create a puncture in the discs. Four weeks post-surgery, each rabbit had either contrast, a biomaterial carrier or *BRTX-100* injected into the discs. In order to study the biodistribution and efficacy of *BRTX-100*, the rabbits were evaluated at day 56 and day 120. The key safety findings of the animal study are as follows: | | | There was no evidence or observation of gross toxicity related to the administration of BRTX-100 at either time point. The clinical pathology across both groups and time points were within expected normal historical ranges and under the conditions of the test. No abnormalities (including fractures or overt signs of lumbar disc disease) were identified after review of the radiographic images taken at both endpoints for both groups. No toxicity or adverse finding was evident in the systemic tissues or the discs of animals receiving BRTX-100. | | | | | | | | | | There was no detectable presence of human cells (BRTX-100) observed at the day 56 interim time point. This is consistent with the proposed mechanism of action that BRTX-100 acts through a paracrine effect of secreted growth and immunomodulation factors. | | The key efficacy findings of the animal study are as follows: | | | BRTX-100 showed a statistically significant DHI (disc height increase) over the control group at day 120. | | | | | | | | | | BRTX-100 showed a statistically significant improvement in disc histology over the control group at day 120 as graded by a validated histology scale. BRTX-100 showed a significant improvement in the cellularity and matrix of the disc when compared to the control group at day 120. | | | 12 | | *Clinical Trial* Pursuant to an IND application we submitted to the FDA, we have obtained authorization to conduct a Phase 2 clinical trial investigating the use of *BRTX-100*, our lead cell therapy candidate, in the treatment of chronic lower back pain arising from degenerative disc disease. We are conducting our Phase 2 clinical trial as discussed below. The following describes the Phase 2 clinical trial authorized by the FDA: A Phase 2 Prospective, Double-Blinded, Placebo Controlled, Randomized Study | | | General | | | | | 99 patients; randomized 2:1, BRTX-100 to control, 40 million cells/dose | | | | | 10-20 clinical trial sites (we intend to utilize up to 16 clinical trial sites) | | | | | Primary efficacy endpoint at 12 months | | | | | Patient safety and efficacy follow up at 24 months | | | | | Included subjects must have only one symptomatic diseased disc | | | | | Included subjects must have current diagnosis of chronic lumbar disc disease typical pain with degeneration of a single disc confirmed by history, exam, radiography, or other acceptable means | | | | | Included subjects must have exhausted previous conservative non-operative therapies | | | | | Primary Efficacy Endpoint | | | | | Responder endpoint - percentage of patients that meet the improvement in function and reduction in pain threshold | | | | | Improvement in function defined as at least a 30% increase in function based on the Oswestry questionnaires (ODI) | | | | | Reduction of pain defined as at least a 30% decrease in pain as measured using the Visual Analogue Scale (VAS) | | | | | Additional or Secondary Endpoints | | | | | Clinical response at 12 months | | | | | Changes from baseline in pain as assessed with the VAS score and ODI at weeks 2, 12, 26, 52 and 104 | | | | | Changes from baseline in function as assessed with the ODI at weeks 2, 12, 26, 52 and 104 | | | | | Changes from baseline in function as assessed by Roland Morris Disability Questionnaire (RMDQ) at weeks 26, 52 and 104 | | | | | Changes from baseline function as assessed by Functional Rating Index (FRI) at weeks 12, 52 and 104 | | | | | Changes from baseline Quality of Life assessment (SF-12 questionnaire) scores at weeks 2, 12, 26, 52 and 104 | | | 13 | | In December 2021, we entered into a Master Service Agreement with Professional Research Consulting Inc. d/b/a PRC Clinical, a contract research organization, or CRO, specializing in clinical trial management, to conduct our Phase 2 clinical trial. In April 2023, we announced that we had completed enrollment for the safety run-in component of our Phase 2 clinical study of *BRTX-100*. In May 2023, we announced that we had signed a clinical trial agreement with Northwell Health, New York States largest health care provider and private employer, pursuant to which Northwell Health is participating in our Phase 2 clinical study of *BRTX-100*. In June 2023, we announced that the final subject in our *BRTX-100* Phase 2 clinical trial safety cohort had been dosed. In June 2023, we announced that the independent Data Safety Monitoring Board, which is overseeing our Phase 2 clinical trial, unanimously recommended the continuation of our study in accordance with the version of the protocol with no changes. In April 2024, we announced that the FDA cleared an important amendment to the protocol of our ongoing Phase 2 study investigating the use of *BRTX-100*. The protocol amendment removed saline injection in the control arm of the study and replaced it with a sham injection. In November 2024, we announced new preliminary 2652 week blinded data from the first 10 patients with cLDD enrolled in our ongoing Phase 2 clinical trial of *BRTX-100*. No serious adverse events were reported in any of the 10 safety run-in subjects. In addition, there was no dose limiting toxicity at 26-52 weeks. In February 2025, we announced new preliminary 2652 week blinded data from the first 15 patients with cLDD enrolled in our ongoing Phase 2 clinical trial of *BRTX-100*. No serious adverse events were reported in any of the 15 subjects. In addition, there was no dose limiting toxicity at 26-52 weeks. Further, we announced certain positive preliminary data analyses. In May 2025, we announced that preliminary 26-, 52- and 104- week blinded data from the first 15 patients with cLDD enrolled in our ongoing Phase 2 clinical trial of *BRTX-100* was presented by our Vice President of Research and Development at the International Society for Cell and Gene Therapy 2025 Annual meeting. No serious adverse events were reported and there was no dose limiting toxicity at 26-104 weeks. In June 2025, we announced that new preliminary blinded clinical data from 36 patients enrolled in our ongoing Phase 2 trial of *BRTX-100* for the treatment of cLDD was presented by our Vice President of Research and Development at the International Society for Stem Cell Research 2025 Annual Meeting. Over 74% of the subjects showed greater than 50% improvement in function by 52 weeks and over 72% of the subjects reported greater than 50% in reduction in pain by 52 weeks. No serious adverse events or dose limiting toxicities were reported between 26 and 104 weeks at the target dose. | 14 | | In November 2025, we announced that we were granted a Type B meeting with the FDA to discuss a potential accelerated biologics license application, or BLA, approval pathway for the Fast-Track-Designated *BRTX-100* program for the treatment of cLDD. The meeting took place in December 2025. Based upon the positive official summary of the meeting, we have initiated Phase 3 enabling activities with the goal of submitting a Phase 3 IND during 2026. In February 2026, we announced that we had completed the enrollment of 99 patients in our Phase 2 clinical trial of *BRTX-100.* The FDA approval process can be lengthy, expensive and uncertain and there is no guarantee that the clinical trial(s) will be completed or that the product will ultimately receive approval or clearance. As an alternative to undertaking any necessary clinical trials ourselves, we may explore the licensing of our rights with respect to our product candidate, *BRTX-100,* to a strategic partner. Such an arrangement could possibly eliminate or significantly reduce the need to raise the substantial capital needed to commence and complete the clinical trials and undertake the commercialization of *BRTX-100*and would provide licensing-related revenue to us in lieu of product sales revenue. No assurance can be given that any licensing agreement will be entered into, whether upon commercially reasonable terms or otherwise. | 15 | | *Similar Therapies* Human data from studies of therapies comparative to *BRTX-100* have shown reduced pain, increased function, and an absence of significant safety issues with a durable response, as shown below: * Impact on Public Health* The United States is the worlds leading consumer of hydrocodone (99%) and oxycodone (83%) and leads the world in per capital consumption of such drugs (twice as much as second ranked Canada). In 2020, 91,000 persons in the United States died from overdoses. Total annual healthcare and lost productivity costs in the United States related to pain, including headache, back pain and neck pain, are estimated to be $600 billion, which is twice the annual costs related to heart disease and greater than the combined annual costs related to cancer and diabetes. **Metabolic Brown Adipose (Fat) Program** Since June 2011, we have been engaging in pre-clinical research efforts with respect to an investigational platform technology utilizing brown adipose (fat) derived stem cells, or BADSCs, for therapeutic purposes. We have labeled this initiative our *ThermoStem Program*. | 16 | | Brown fat is a specialized adipose (fat) tissue found in the human body that plays a key role in the evolutionarily conserved mechanisms underlying thermogenesis (generation of non-shivering body heat) and energy homeostasis in mammals - long known to be present at high levels in hibernating mammals and human newborns. Recent studies have demonstrated that brown fat is present in the adult human body and may be correlated with the maintenance and regulation of healthy metabolism, thus potentially being involved in caloric regulation. The pre-clinical *ThermoStem Program* involves the use of a cell-based (brown adipose tissue construct) treatment for metabolic disease, such as type 2 diabetes, obesity, hypertension and other metabolic disorders, as well as cardiac deficiencies. The diseases, disorders and syndromes that may be targeted by our *ThermoStem Program* are as follows: * We have had initial success in transplanting the brown adipose tissue construct in animals, and we are currently exploring ways to deliver into humans. Even though present, BAT mass is very low in healthy adults and even lower in obese populations. Therefore, it may not be sufficient to either naturally impact whole body metabolism, or to be targeted by drugs intended to increase its activity in the majority of the population. Increasing BAT mass is crucial in order to benefit from its metabolic activity and this is what our ThermoStem Program* seeks to accomplish. We may also identify other naturally occurring biologics and chemically engineered molecules that may enhance brown adipose tissue performance and activity. Obesity, the abnormal accumulation of white fat tissue, leads to a number of metabolic disorders and is the driving force behind the rise of type 2 diabetes and cardiovascular diseases worldwide. Pharmacological efforts to alter metabolic homeostasis through modulating central control of appetite and satiety have had limited market penetration due to significant psychological and physiological safety concerns directly attributed to modulating these brain centers. Adipose tissue is one of the largest organs in the human body and plays a key role in central energy balance and lipid homeostasis. White and brown adipose tissues are found in mammals. White adipose tissues function is to store energy, whereas BAT specializes in energy expenditure. As discussed in a 2020 article published in the *International Journal of Molecular Sciences*, recent advancements in unraveling the mechanisms that control the induction, differentiation, proliferation, and thermogenic activity of BAT, along with the application of imaging technologies for human BAT visualization, have generated optimism that these advances may provide novel strategies for targeting BAT activation/thermogenesis, leading to efficacious and safe obesity targeted therapies. | 17 | | We are developing cell-based product candidates to target obesity and metabolic disorders using BADSCs. Our goal is to develop a bioengineered implantable brown adipose tissue construct intended to mimic ones naturally occurring in the human body. We have isolated and characterized a human multipotent stem cell population that resides within BAT depots. We have expanded these stem cells to clinically relevant numbers and successfully differentiated them into functional brown adipocytes. We intend to use adult stem cells that may be differentiated into progenitor or fully differentiated brown adipocytes, or a related cell type, which can be used therapeutically in patients. We are focusing on the development of treatment protocols that utilize allogeneic cells (i.e., stem cells from a genetically similar but not identical donor). In order to deliver these differentiated cells into target locations *in vivo*, we seeded BADSCs onto 3-dimensional biological scaffolds. Pre-clinical animal models of diet-induced obesity, that were transplanted with differentiated BADSCs supported by a biological scaffold, presented significant reductions in weight and blood glucose levels compared to scaffold only controls. We are identifying technology for *in vivo* delivery in small animal models. Having completed our proof of concept using our BAT in small animals, we are currently developing our next generation BAT. It is anticipated that this next version will contain a higher purity of BADSC and a greater percent of functional brown adipocytes, which is expected to increase the therapeutic effect compared to our first-generation product. In addition, we are exploring the delivery of the therapeutic using encapsulation technology, which will only allow for reciprocal exchange of small molecules between the host circulation and the BAT implant. We expect that encapsulation may present several advantages over our current biological scaffolds, including prevention of any immune response or implant rejection that might occur in an immunocompetent host and an increase in safety by preventing the implanted cells from invading the host tissues. We have developed promising data on the loading of human stem cell-derived tissue engineered brown fat into an encapsulation device to be used as a cell delivery system for our metabolic platform program for the treatment of type 2 diabetes, obesity, hyperlipidemia and hypertension. This advancement may lead to successful transplantation of brown fat in humans. We are evaluating the next generation of BAT constructs that will first be tested in small animal models. No assurance can be given that this delivery system will be effective *in vivo* in animals or humans. Our allogeneic brown adipose derived stem cell platform potentially provides a therapeutic and commercial model for the cell-based treatment of obesity and related metabolic disorders. | 18 | | In July 2024, a Japanese patent related to our *ThermoStem* program was issued to us. In March 2025, a European patent related to our *ThermoStem Program*was issued to us*.* This European patent was validated in France, Germany, Italy, Spain and the United Kingdom. In March 2025, an Israeli patent related to our *ThermoStem Program*was issued to us*.* In September 2025, a Japanese patent related to our *ThermoStem Program* was issued to us. In November 2025, a notice of allowance was issued for an Australian patent application related to our *ThermoStem Program*. This application is expected to issue as an Australian patent in the near future. See Technology; Research and Development below for a summary of our patents and patent applications with regard to our *ThermoStem Program*. We have completed proof of concept preclinical animal studies using our first generation brown adipose derived stem cells. We intend to undertake additional preclinical animal studies in order to optimize delivery and explore the feasibility of targeting additional indications. We anticipate that much of our development work in this area will take place at our laboratory facility, outside core facilities at academic, research or medical institutions, or contractors. See Laboratory below. **BioCosmeceuticals** We operate a commercial biocosmeceutical platform. Our current commercial product, formulated and manufactured using our cGMP ISO-7 certified clean room, is a cell-based secretome containing exosomes, proteins and growth factors. This proprietary biologic serum has been specifically engineered by us to reduce the appearance of fine lines and wrinkles and bring forth other areas of cosmetic effectiveness. Moving forward, we also intend to explore the potential of expanding our commercial offering to include a broader family of cell-based biologic aesthetic products and therapeutics via IND-enabling studies, with the aim of pioneering FDA approvals in the emerging biocosmeceuticals space. | 19 | | We market our biocosmeceutical products to distributors, medical spas and direct to consumers. In June 2025, we announced the hiring of Sandy Lipkins whose responsibilities focus on technology commercialization and business development. In October 2025, we announced that we hired Crystal Romano as our Head of Global Commercial Operations. **Curved Needle Device** Pursuant to the Regenerative License Agreement discussed under Disc/Spine Program-*Exclusive License* above, we have licensed and further developed an investigational curved needle device, or CND, that is a needle system with a curved inner cannula to allow access to difficult-to-locate regions for the delivery or removal of fluids and other substances. The investigational CND is intended to deliver stem cells and/or other therapeutic products or material to the interior of a human intervertebral disc, the spine region, or potentially other areas of the body. The device is designed to rely on the use of pre-curved nested cannulae that allow the cells or material to be deposited in the posterior and lateral aspects of the disc to which direct access is not possible due to outlying structures such as vertebra, spinal cord and spinal nerves. We anticipate that the use of the investigational CND will facilitate the delivery of substances, including living cells, to specific locations within the body and minimize the potential for damage to nearby structures. The investigational device may also have more general use applications. In August 2015, a United States patent for the CND was issued to the licensor, Regenerative. We anticipate that FDA approval or clearance will be necessary for the investigational CND prior to commercialization. We do not intend to utilize the CND in connection with our Phase 2 clinical trial with regard to *BRTX-100*. The FDA review and approval process can be lengthy, expensive and uncertain and there is no guarantee of ultimate approval or clearance. **Laboratory** We have established a laboratory in Melville, New York for research purposes and have built a cleanroom within the laboratory for the production of cell-based product candidates, such as *BRTX-100*, for use in a clinical trial, for third party cell products or for general research purposes. We have expanded our laboratory to include capabilities for the clinical production of our pipeline of clinical and investigational cell therapy candidates. Our expanded cGMP facility includes process development space, ISO 7 cleanrooms and state-of-the-art equipment. We have expanded our research and development operations to include clinical manufacturing, a necessary step for our Phase 2 clinical trial for *BRTX-100*. The new facility has been designed to provide cGMP manufacturing according to FDA and European Medicines Agency regulations and guidelines to support clinical grade cell production. In May 2023, we announced that we had received a license from the New York State Department of Health, or the NYSDOH, to act as a tissue bank for the processing of mesenchymal stem cells from autologous donors. In November 2024, we announced that we received a provisional license from the NYSDOH for the processing of allogeneic (non-autologous) donor tissue material for the isolation, expansion and cryopreservation of various cell types, including stem cells, for medical research. As we develop our business and our stem cell product candidates, and we obtain regulatory approval, we will seek to establish ourselves as a key provider of adult stem cells for therapies and expand to provide cells in other market areas for stem cell therapy. We may also use outside laboratories specializing in cell therapy services and manufacturing of cell products. | 20 | | **Technology; Research and Development** We intend to utilize our laboratory or a third party laboratory in connection with cellular research activities. We also intend to obtain cellular-based therapeutic technology licenses and increase our IP portfolio. We intend to seek to develop potential stem cell delivery systems or devices. The goal of these specialized delivery systems or devices is to deliver cells into specific areas of the body, control the rate, amount and types of cells used in a treatment, and populate these areas of the body with sufficient stem cells so that there is a successful therapeutic result. We also intend to perform research to develop certain stem cell optimization compounds, media designed to enhance cellular growth and regeneration for the purpose of improving pre-treatment and post-treatment outcomes. In our *Disc/Spine Program*, 14 patent applications have been filed with regard to technology that is the subject of the Regenerative License Agreement (see Disc/Spine Program-*Exclusive License* above). Regenerative has been issued a patent from one of these applications with regard to its curved needle therapeutic delivery device. This patent expires in March 2031. In addition, in March 2022, a United States patent related to *BRTX-*100 was issued. This patent expires in December 2029. Of the other 12 eleven applications that were filed, one application remains pending. The patents that are the subject of the Regenerative License Agreement have been assigned to Regenexx, LLC which we have been advised is an affiliate of Regenerative. In our *ThermoStem Program*, we have one pending United States patent application and seven United States patents within three patent families. Four of the patents expire in June 2032 and three of the patents expire in April 2034. With regard to the first patent family in the *ThermoStem Program,*patent applications have been filed in five foreign jurisdictions (of which four applications have been granted as foreign patents and one application has lapsed). The patents expire in June 2032. With regard to the second patent family in the *ThermoStem Program,* patent applications have been filed in four foreign jurisdictions (of which four applications have been granted as foreign patents). The patents expire in April 2034. With regard to the third patent family in the *ThermoStem Program*, patent applications have been filed in four foreign jurisdictions (of which four applications have been granted as foreign patents). The patents expire in April 2040. | 21 | | We have secured registrations in the U.S. Patent and Trademark Office for the following trademarks: | | | | | | | | BRTX-100 | | | | | THERMOSTEM | | | | | BRTX | | The *Dragonfly Logo* is also registered with the U.S. Copyright Office. We also have federal common law rights in the trademark *BioRestorative Therapies* and other trademarks and trade names used in the conduct of our business that are not registered. Our success will depend in large part on our ability to develop and protect our proprietary technology. We intend to rely on a combination of patent, trade secret and know-how, copyright and trademark laws, as well as confidentiality agreements, licensing agreements, non-compete agreements and other agreements, to establish and protect our proprietary rights. Our success will also depend upon our ability to avoid infringing upon the proprietary rights of others, for if we are judicially determined to have infringed such rights, we may be required to pay damages, alter our services, products or processes, obtain licenses or cease certain activities. During the years ended December 31, 2025 and 2024, we incurred $10,094,671 and $6,706,913, respectively, in research and development expenses. **Scientific Advisors** We have established a Scientific Advisory Board whose purpose is to provide advice and guidance in connection with scientific matters relating to our business. The Scientific Advisory Board has established a Disc Advisory Committee which focuses on matters relating to our *Disc/Spine Program*. Our Scientific Advisory Board members are Dr. Wayne Marasco (Chairman), Dr. Jason Lipetz, Dr. Wayne Olan, Dr. Joy Cavagnaro, Dr. Harvinder Sandhu and Dr. Christopher Plastaras. The Disc Advisory Committee members are Dr. Lipetz (Chairman), Dr. Olan, Dr. Sandhu and Dr. Plastaras. See Item 10 of this Annual Report (Directors, Executive Officers and Corporate Governance Scientific Advisory Board) for a listing of the principal positions for Drs. Marasco, Lipetz, Olan, Cavagnaro, Sandhu and Plastaras. **Competition** We will compete with many pharmaceutical, biotechnology and medical device companies, as well as other private and public stem cell companies involved in the development and commercialization of cell-based medical technologies and therapies. | 22 | | Regenerative medicine is rapidly progressing, in large part through the development of cell-based therapies or devices designed to isolate cells from human tissues. Most efforts involve cell sources, such as bone marrow, adipose tissue, embryonic and fetal tissue, umbilical cord and peripheral blood and skeletal muscle. Companies working in the area of regenerative medicine with regard to the disc and spine include, among others, Mesoblast, Fibrogenesis, DiscGenics and Isto Biologics. Companies that are developing products and therapies to combat obesity and diabetes include Novo Nordisk, Sanofi, Merck, Eli Lilly, Roche, Pfizer, Regeneron and Altimmune. The recent extensive use of both FDA-approved and compounded versions of glucagon-like peptide-1 (GLP-1) receptor agonist drug products, such as Wegovy and Ozempic (semaglutide), including the launch of FDA- approved oral Wegovy in January 2026, for the treatment of obesity has significantly increased the competition in the obesity market. Many of our competitors and potential competitors have substantially greater financial, technological, research and development, marketing and personnel resources than we do. We cannot, with any accuracy, forecast when or if these companies are likely to bring their products and therapies to market in competition with those that we are pursuing. The Biologics Price Competition and Innovation Act, or the BPCIA, sets forth an abbreviated pathway for the approval of biosimilar and interchangeable biological products that could be used by future competitors, if any, of our product candidates that are approved by the FDA as a biologic. For the FDA to approve a biosimilar product, it must find that there are no clinically meaningful differences between the reference product and the proposed biosimilar product. Interchangeability requires that a product is biosimilar to the reference product, and the product must be expected to produce the same clinical results as the reference product and, for products administered multiple times, the biologic and the reference biologic may be switched after one has been previously administered without increasing safety risks or risks of diminished efficacy relative to exclusive use of the reference biologic. Under the BPCIA, an application for a biosimilar product cannot be submitted to the FDA until four years following approval of the reference product, and it may not be approved by the FDA until 12 years after the original branded product is approved under a BLA. We believe that, if any of our product candidates are approved as a biological product under a BLA, it should qualify for the 12-year period of exclusivity. However, there is a risk that the FDA could permit biosimilar applicants to reference approved biologics other than our therapeutic candidates, thus circumventing our exclusivity and potentially creating the opportunity for competition sooner than anticipated. Additionally, this period of regulatory exclusivity does not apply to companies pursuing regulatory approval via their own traditional BLA, rather than via the abbreviated pathway. Moreover, it is possible that a biosimilar product could be approved as interchangeable with our product and therefore substitutable for our product by a healthcare professional under applicable state laws. We may also face competition from unapproved stem cell therapies performed by treatment centers that do not comply with FDA requirements. Despite FDAs successful enforcement against unapproved stem cell treatments in the federal courts (*United States v. Regenerative Sciences, LLC*(2014 D.C. Cir.), *United States v. U.S. Stem Cell Clinic LLC*(2021 11th Cir.) and *United States v. California Stem Cell Treatment Center, Inc.* (2024 9th Cir. *cert. denied*) thousands of clinics continue to offer unapproved stem cell therapies due to high demand, FDA enforcement limitations, and tactical rebranding to avoid FDA enforcement action. FDA lacks the resources to bring enforcement actions against thousands of individual small-office clinics simultaneously. Therefore, we could face competition from stem cell clinics that would not be required to undergo the costly and time-consuming FDA approval and compliance process. | 23 | | Set forth below is a comparison of *BRTX-100* to Mesoblasts adult stem cell biologic: * We believe that BRTX-100* has competitive advantages to Mesoblasts product for the following reasons: | | | The use of autologous cells results in low to no risk of rejection, greater safety profile (introduction of viral/genetic) and potentially a streamlined regulatory path | | | | | Hypoxic culturing creates increased cell proliferation, greater plasticity, increased paracrine effect and increased cell survival after application | | | | | Autologous platelet lysate provides growth factors that interact with the cells, allowing for better cell survival | | | | | Low to no risk of safety concerns related to immunological and zoonotic (animal to human) transmission | | | 24 | | **Customers** Upon regulatory approval, our cell product candidates are intended to be marketed to physicians, other health care professionals, hospitals, research institutions, pharmaceutical companies and the military. It is anticipated that physicians who are trained and skilled in performing spinal injections will be the physicians most likely to treat discs with injections of *BRTX-100* upon regulatory approval. These physicians would include interventional physiatrists (physical medicine physicians), pain management anesthesiologists, interventional radiologists and neurosurgeons. **Governmental Regulation** *U.S. Government Regulation* The health care industry is highly regulated in the United States. The federal government, through various departments and agencies, state and local governments, and private third-party accreditation organizations, regulate and monitor the health care industry, associated products, and operations. The FDA and comparable regulatory agencies in state and local jurisdictions and in foreign countries impose substantial requirements upon the clinical development, approval, manufacture, distribution and marketing of medical products, including drugs, biologics, and medical devices. These agencies and other federal, state and local entities regulate research and development activities and the testing, manufacture, quality control, safety, effectiveness, labeling, packaging, storage, distribution, record keeping, approval, post-approval monitoring, advertising, promotion, sampling and import and export of medical products. The following is a general overview of the laws and regulations pertaining to our business. *FDA Regulation of Stem Cell Treatment and Products* The FDA regulates the manufacture of human stem cell treatments and associated products under the authority of the Public Health Service Act, or PHSA, and the Federal Food, Drug, and Cosmetic Act, or FDCA. Stem cells can be regulated under the FDAs Human Cells, Tissues, and Cellular and Tissue-Based Products Regulations, or HCT/Ps, or may also be subject to the FDAs drug, biologic, or medical device regulations, each as discussed below. *Human Cells, Tissues, and Cellular and Tissue-Based Products Regulation* Under Section 361 of the PHSA, the FDA issued specific regulations governing the use of HCT/Ps in humans. Pursuant to Part 1271 of Title 21 of the Code of Federal Regulations, or CFR, or the HCT/P Regulations, the FDA established a unified registration and listing system for establishments that manufacture and process HCT/Ps. The regulations also include provisions pertaining to donor eligibility determinations; current good tissue practices covering all stages of production, including harvesting, processing, manufacture, storage, labeling, packaging, and distribution; and other procedures to prevent the introduction, transmission, and spread of communicable diseases. The HCT/P Regulations define HCT/Ps as articles containing or consisting of human cells or tissues that are intended for implantation, transplantation, infusion or transfer into a human recipient. The HCT/P Regulations strictly constrain the types of products that may be regulated solely as HCT/P. Factors considered include the degree of manipulation, whether the product is intended for a homologous function, whether the product has been combined with noncellular or non-tissue components, and the products effect or dependence on the bodys metabolic function. In those instances where cells, tissues, and cellular and tissue-based products have been only minimally manipulated, are intended strictly for homologous use, have not been combined with noncellular or nontissue substances, and do not depend on or have any effect on the bodys metabolism, the manufacturer is only required to register with the FDA, submit a list of manufactured products, and adopt and implement procedures for the control of communicable diseases. If one or more of the above factors has been exceeded, the product would be regulated as a drug, biological product, or medical device rather than an HCT/P. | 25 | | Because we are an enterprise in the early stages of operations and have not generated significant revenues from operations, it is difficult to anticipate the likely regulatory status of the array of products and services that we may offer. We believe that some of the adult autologous (self-derived) stem cells that will be used in our cellular therapy products and services, including the brown adipose (fat) tissue that we intend to use in our *ThermoStem Program*, may be regulated by the FDA as HCT/Ps under the HCT/P Regulations. However, the FDA may disagree with this position or conclude that some or all of our stem cell therapy products or services do not meet the applicable definitions and exemptions to the regulation. If we are not regulated solely under the HCT/P Regulations, we would need to expend significant resources to comply with the FDAs broad regulatory authority under the FDCA. Historically, the U.S. federal courts have upheld the FDAs authority to regulate stem cell products under the FDCA that do not comply with the FDAs interpretations of the HCT/P Regulations. In October 2025, the United States Supreme Court refused to hear an appeal of FDAs enforcement victory in *United States v. California Stem Cell Treatment Center, Inc.*, leaving in place the federal appellate court decision upholding FDAs regulation of stem cell treatments as biological products. If regulated solely under the FDAs HCT/P statutory and regulatory provisions, once our laboratory in the United States becomes operational, it will need to satisfy the following requirements, among others, to process and store stem cells: | | | registration and listing of HCT/Ps with the FDA; | | | | | donor eligibility determinations, including donor screening and donor testing requirements; | | | | | current good tissue practices, specifically including requirements for the facilities, environmental controls, equipment, supplies and reagents, recovery of HCT/Ps from the patient, processing, storage, labeling and document controls, and distribution and shipment of the HCT/Ps to the laboratory, storage, or other facility; | | | | | tracking and traceability of HCT/Ps and equipment, supplies, and reagents used in the manufacture of HCT/Ps; | | | | | adverse event reporting; | | | | | FDA inspection; and | | | | | abiding by any FDA order of retention, recall, destruction, and cessation of manufacturing of HCT/Ps. | | Non-reproductive HCT/Ps and non-peripheral blood stem/progenitor cells that are offered for import into the United States and regulated solely under Section 361 of the PHSA must also satisfy the requirements under 21 C.F.R. 1271.420. Section 1271.420 requires that the importer of record of HCT/Ps notify the FDA prior to, or at the time of, importation and provide sufficient information for the FDA to make an admissibility decision. In addition, the importer must hold the HCT/P intact and under conditions necessary to prevent transmission of communicable disease until an admissibility decision is made by the FDA. | 26 | | If the FDA determines that we have failed to comply with applicable regulatory requirements, it can impose a variety of enforcement actions including public warning letters, fines, consent decrees, orders of retention, recall or destruction of product, orders to cease manufacturing, and criminal prosecution. If any of these events were to occur, it could materially adversely affect us. To the extent that our cellular therapy activities are limited to developing products and services outside the United States, as described in detail below, the products and services would not be subject to FDA regulation, but will be subject to the applicable requirements of the foreign jurisdiction. We intend to comply with all applicable foreign governmental requirements. *Drug and Biological Product Regulation* An HCT/P product that does not meet the criteria for being solely regulated under Section 361 of the PHSA will be regulated as a drug, device or biological product under the FDCA and/or Section 351 of the PHSA, and applicable FDA regulations. The FDA has broad regulatory authority over drugs and biologics marketed for sale in the United States. The FDA regulates the research, clinical testing, manufacturing, safety, effectiveness, labeling, storage, recordkeeping, promotion, distribution, and production of drugs and biological products. The FDA also regulates the export of drugs and biological products manufactured in the United States to international markets in certain situations. The process required by the FDA before a drug or biologic may be marketed in the United States generally involves the following: completion of non-clinical laboratory tests, animal studies and formulation studies conducted according to Good Laboratory Practice, or GLP, or other applicable regulations; submission of an IND, which allows clinical trials to begin unless the FDA objects within 30 days; performance of adequate and well-controlled human clinical trials to establish the safety and efficacy of the proposed drug or biologic for its intended use or uses conducted in accordance with FDA regulations and Good Clinical Practices, or GCP, which are international ethical and scientific quality standards meant to ensure that the rights, safety and well-being of trial participants are protected and that the integrity of the data is maintained; registration of clinical trials of FDA-regulated products and certain clinical trial information; preparation and submission to the FDA of a new drug application, or NDA, in the case of a drug or BLA in the case of a biologic; review of the product by an FDA advisory committee, where appropriate or if applicable; satisfactory completion of pre-approval inspection of manufacturing facilities and clinical trial sites at which the product, or components thereof, are produced to assess compliance with cGMP requirements and of selected clinical trial sites to assess compliance with GCP requirements; and FDA approval of an NDA or BLA which must occur before a drug or biologic can be marketed or sold. | 27 | | Approval of an NDA requires a showing that the drug is safe and effective for its intended use and that the methods, facilities, and controls used for the manufacturing, processing, and packaging of the drug are adequate to preserve its identity, strength, quality, and purity. To obtain a BLA, a manufacturer must show that the proposed product is safe, pure, and potent and that the facility in which the product is manufactured, processed, packed, or held meets established quality control standards. For purposes of an NDA or BLA approval by the FDA, human clinical trials are typically conducted in the following phases (which may overlap): Phase 1: The investigational product is initially given to healthy human subjects or patients and tested for safety, dosage tolerance, absorption, metabolism, distribution and excretion. These trials may also provide early evidence on effectiveness. During Phase 1 clinical trials, sufficient information about the investigational products pharmacokinetics and pharmacologic effects may be obtained to permit the design of well-controlled and scientifically valid Phase 2 clinical trials. Phase 2: These clinical trials are conducted in a limited number of human subjects in the target population to identify possible adverse effects and safety risks, to determine the efficacy of the investigational product for specific targeted diseases and to determine dosage tolerance and dosage levels. Multiple Phase 2 clinical trials may be conducted by the sponsor to obtain information prior to beginning larger and more costly Phase 3 clinical trials. Phase 3: Phase 3 clinical trials are undertaken after Phase 2 clinical trials demonstrate that a dosage range of the investigational product appears effective and has a tolerable safety profile. The Phase 2 clinical trials must also provide sufficient information for the design of Phase 3 clinical trials. Phase 3 clinical trials are conducted to provide statistically significant evidence of clinical efficacy and to further test for safety risks in an expanded human subject population at multiple clinical trial sites. These clinical trials are intended to further evaluate dosage, effectiveness and safety, to establish the overall benefit-risk profile of the investigational product and to provide an adequate basis for product labeling and approval by the FDA. In most cases, the FDA requires two adequate and well-controlled Phase 3 clinical trials to demonstrate the efficacy of an investigational drug or biologic. All clinical trials must be conducted in accordance with FDA regulations, GCP requirements and their protocols in order for the data to be considered reliable for regulatory purposes. Progress reports detailing the results of the clinical trials must be submitted at least annually to the FDA and more frequently if serious adverse events occur. Phase 1, Phase 2 and Phase 3 clinical trials may not be completed successfully within any specified period, or at all. These government regulations may delay or prevent approval of product candidates for a considerable period of time and impose costly procedures upon our business operations. | 28 | | The FDA may require, or companies may pursue, additional clinical trials, referred to as Phase 4 clinical trials, after a product is approved. Such trials may be made a condition to be satisfied for continuing drug approval. The results of Phase 4 clinical trials can confirm the effectiveness of a product candidate and can provide important safety information. In addition, the FDA has authority to require sponsors to conduct post-marketing trials to specifically address safety issues identified by the agency. Under the Pediatric Research Equity Act, or PREA, certain NDAs and BLAs and certain supplements to an NDA or BLA must contain data to assess the safety and efficacy of the drug for the claimed indications in all relevant pediatric subpopulations and to support dosing and administration for each pediatric subpopulation for which the product is safe and effective. The FDA may grant deferrals for submission of pediatric data or full or partial waivers. A sponsor who is planning to submit a marketing application for a drug that includes a new active ingredient, new indication, new dosage form, new dosing regimen, or new route of administration submit an initial Pediatric Study Plan, or PSP, to the FDA within 60 days of an end-of-Phase 2 meeting or, if there is no such meeting, as early as practicable before the initiation of the Phase 3 or Phase 2/3 study. The initial PSP must include an outline of the pediatric study or studies that the sponsor plans to conduct, including study objectives and design, age groups, relevant endpoints and statistical approach, or a justification for not including such detailed information, and any request for a deferral of pediatric assessments or a full or partial waiver of the requirement to provide data from pediatric studies along with supporting information. The FDA and the sponsor must reach an agreement on the PSP. A sponsor can submit amendments to an agreed-upon initial PSP at any time if changes to the pediatric plan need to be considered based on data collected from preclinical studies, early phase clinical trials, and/or other clinical development programs. Changes to some of the conditions established in an approved application, including changes in indications, labeling, manufacturing processes or facilities, require submission and FDA approval of a new NDA or BLA, or an NDA or BLA supplement, before the change can be implemented. An NDA or BLA supplement for a new indication typically requires clinical data similar to that in the original application, and the FDA uses the same procedures and actions in reviewing NDA and BLA supplements as it does in reviewing NDAs and BLAs. Drug and biological products must also comply with applicable requirements, including monitoring and recordkeeping activities, manufacturing requirements, reporting to the applicable regulatory authorities of adverse experiences with the product, providing the regulatory authorities with updated safety and efficacy information, product sampling and distribution requirements, and complying with promotion and advertising requirements, which include, among others, standards for direct-to-consumer advertising, restrictions on promoting drugs for uses or in patient populations that are not described in the drugs approved labeling, or off-label use, limitations on industry-sponsored scientific and educational activities and requirements for promotional activities involving the internet. Although physicians may, in their independent professional medical judgment, prescribe legally available drugs for off-label uses, manufacturers typically may not market or promote such off-label uses. | 29 | | We have determined that, under the FDAs current interpretation of the applicable law, our *BRTX-100* product candidate will be regulated as a biological product under the PHSA. Therefore, we will need to expend significant resources to ensure regulatory compliance. There is no assurance as to whether or when we will receive FDA approval of the *BRTX-100*product candidate. The process of designing, conducting, compiling and submitting the non-clinical and clinical studies required for BLA approval is time-consuming, expensive and unpredictable. The process can take many years, depending on the product and the FDAs requirements. In addition, even if a product candidate receives regulatory approval, the approval may be limited to specific disease states, patient populations and dosages, or might contain significant limitations on use in the form of warnings, precautions or contraindications, or in the form of onerous risk management plans, restrictions on distribution or use, or post-marketing trial requirements. Further, even after regulatory approval is obtained, later discovery of previously unknown problems with a product may result in restrictions on the product, including safety labeling or imposition of a Risk Evaluation and Mitigation Strategy, or REMS, the requirement to conduct post-market studies or clinical trials or even complete withdrawal of the product from the market. Delay in obtaining, or failure to obtain, regulatory approval for our products, or obtaining approval but for significantly limited use, would harm our business. Further, we cannot predict what adverse governmental regulations may arise from future United States or foreign governmental action. If the FDA determines that we have failed to comply with applicable regulatory requirements, it can impose a variety of enforcement actions from public warning letters, fines, injunctions, consent decrees and civil penalties to suspension or delayed issuance of approvals, seizure of our products, total or partial shutdown of our production, withdrawal of approvals, and criminal prosecutions. If any of these events were to occur, it could materially adversely affect us. *FDA Expedited Review Programs* The FDA is authorized to expedite the review of NDAs and BLAs in several ways. Under the Fast Track program, the sponsor of a drug or biologic product candidate may request the FDA to designate the product for a specific indication as a Fast Track product concurrent with or after the filing of the IND. Drug and biologic products are eligible for Fast Track designation if they are intended to treat a serious or life-threatening condition and demonstrate the potential to address unmet medical needs for the condition. Fast Track designation applies to the combination of the product candidate and the specific indication for which it is being studied. In addition to other benefits, such as the ability to have greater interactions with the FDA, the FDA may initiate review of sections of a Fast Track NDA or BLA before the application is complete, a process known as rolling review. | 30 | | Any product submitted to the FDA for marketing, including under a Fast Track program, may also be eligible for the following other types of FDA programs intended to expedite development and review: Breakthrough therapy designation. To qualify for the breakthrough therapy program, product candidates must be intended to treat a serious or life-threatening disease or condition, and preliminary clinical evidence must indicate that such product candidates may demonstrate substantial improvement on one or more clinically significant endpoints over existing therapies. The FDA will seek to ensure the sponsor of a breakthrough therapy product candidate receives intensive guidance on an efficient drug development program, intensive involvement of senior managers and experienced staff on a proactive, collaborative and cross-disciplinary review, and rolling review. Priority review. A product candidate is eligible for priority review if it treats a serious condition and, if approved, it would be a significant improvement in the safety or effectiveness of the treatment, diagnosis or prevention of a serious condition compared to marketed products. The FDA aims to complete its review of priority review applications within six months as opposed to ten months for standard review. Accelerated approval. Drug or biologic products studied for their safety and effectiveness in treating serious or life-threatening illnesses and that provide meaningful therapeutic benefit over existing treatments may receive accelerated approval. Accelerated approval means that a product candidate may be approved on the basis of adequate and well-controlled clinical trials establishing that the product candidate has an effect on a surrogate endpoint that is reasonably likely to predict a clinical benefit, or on the basis of an effect on a clinical endpoint other than survival or irreversible morbidity or mortality or other clinical benefit, taking into account the severity, rarity and prevalence of the condition and the availability or lack of alternative treatments. As a condition of approval, the FDA may require that a sponsor of a drug or biologic product candidate receiving accelerated approval perform adequate and well-controlled post-marketing clinical trials. In addition, the FDA currently requires as a condition for accelerated approval pre-approval of promotional materials. As a result of the FDAs controversial use of the accelerated approval pathway for an Alzheimers drug (aducanumab), Congress revised the accelerated approval process as a part of the Food and Drug Omnibus Reform Act of 2022 to provide the FDA with additional authorities to enforce the post-approval study requirements and to withdraw approvals when those requirements are not met. Fast Track designation, breakthrough therapy designation, priority review and accelerated approval do not change the standards for approval but may expedite the development or approval process. Further, the FDA is authorized to accelerate review and approval of products designated as regenerative advanced therapies. A product is eligible for this designation if it is a regenerative medicine advanced therapy, or RMAT (which may include a cell therapy), that is intended to treat, modify, reverse or cure a serious or life-threatening disease or condition, and preliminary clinical evidence indicates that the drug has the potential to address unmet medical needs for such disease or condition. The benefits of a RMAT designation include early interactions with the FDA to expedite development and review, benefits available to breakthrough therapies, potential eligibility for priority review and accelerated approval based on surrogate or intermediate endpoints. | 31 | | *Medical Device Regulation* The FDA also has broad authority over the regulation of medical devices marketed for sale in the United States. The FDA regulates the research, clinical testing, manufacturing, safety, labeling, storage, recordkeeping, premarket clearance or approval, promotion, distribution, and production of medical devices. The FDA also regulates the export of medical devices manufactured in the United States to international markets. Under the FDCA, medical devices are classified into one of three classes, Class I, Class II, or Class III, depending upon the degree of risk associated with the medical device and the extent of control needed to ensure safety and effectiveness. Class I devices are subject to the lowest degree of regulatory scrutiny because they are considered low risk devices and need only comply with the FDAs General Controls. The General Controls include compliance with the registration, listing, adverse event reporting requirements, and applicable portions of the Quality System Regulation as well as the general misbranding and adulteration prohibitions. Class II devices are subject to the General Controls as well as certain Special Controls such as 510(k) premarket notification. Class III devices are subject to the highest degree of regulatory scrutiny and typically include life supporting and life sustaining devices and implants. They are subject to the General Controls and Special Controls that include a premarket approval application, or PMA. New devices are automatically regulated as Class III devices unless they are shown to be low risk, in which case they may be subject to de novo review to be moved to Class I or Class II. Clinical research of an investigational device is subject to the FDAs Investigational Device Exemption, or IDE, regulations. Nonsignificant risk devices are subject to abbreviated requirements that do not require a submission to the FDA but must have Institutional Review Board (IRB) approval and comply with other requirements pertaining to informed consent, labeling, recordkeeping, reporting, and monitoring. Significant risk devices require the submission of an IDE application to the FDA and the FDAs approval of the IDE application. The FDA premarket clearance and approval process can be lengthy, expensive and uncertain. It generally takes three to twelve months from submission to obtain 510(k) premarket clearance, although it may take longer. Approval of a PMA could take one to four years, or more, from the time the application is submitted and there is no guarantee of ultimate clearance or approval. Securing FDA clearances and approvals may require the submission of extensive clinical data and supporting information to the FDA. Additionally, the FDA actively enforces regulations prohibiting marketing and promotion of devices for indications or uses that have not been cleared or approved by the FDA. In addition, modifications or enhancements of products that could affect the safety or effectiveness or effect a major change in the intended use of a device that was either cleared through the 510(k) process or approved through the PMA process may require further FDA review through new 510(k) or PMA submissions. In the event we develop processes, products or services which qualify as medical devices subject to FDA regulation, we intend to comply with such regulations. If the FDA determines that our products are regulated as medical devices and we have failed to comply with applicable regulatory requirements, it can impose a variety of enforcement actions from public warning letters, application integrity proceedings, fines, injunctions, consent decrees and civil penalties to suspension or delayed issuance of approvals, seizure of our products, total or partial shutdown of our production, withdrawal of approvals, and criminal prosecutions. If any of these events were to occur, it could materially adversely affect us. | 32 | | *Current Good Manufacturing Practices and other FDA Regulations of Cellular Therapy Products* Products that fall outside of the HCT/P regulations and are regulated as drugs, biological products, or devices must comply with applicable cGMP regulations. These cGMPs and related quality standards are designed to ensure the products that are processed at a facility meet the FDAs applicable requirements for identity, strength, quality, sterility, purity, and safety. In the event that our domestic United States operations are subject to the FDAs drug, biological product, or device regulations, we intend to comply with the applicable cGMPs and quality regulations. If the FDA determines that we have failed to comply with applicable regulatory requirements, it can impose a variety of enforcement actions from public warning letters, fines, injunctions, consent decrees and civil penalties to suspension or delayed issuance of approvals, seizure of our products, total or partial shutdown of our production, withdrawal of approvals, and criminal prosecutions. If any of these events were to occur, it could materially adversely affect us. *Promotion of Foreign-Based Cellular Therapy Treatment Medical Tourism* We may establish, or license technology to third parties in connection with their establishment of, adult stem cell therapy facilities outside the United States. We also intend to work with hospitals and physicians to make the stem cell-based therapies available for patients who travel outside the United States for treatment. Medical tourism is defined as the practice of traveling across international borders to obtain health care. The Federal Trade Commission, or the FTC, has the authority to regulate and police advertising of medical treatments, procedures, and regimens in the United States under the Federal Trade Commission Act, or the FTCA. The FTC has regulatory authority to prevent unfair and deceptive practices and false advertising. Specifically, the FTC requires advertisers and promoters to have a reasonable basis to substantiate and support claims. The FTC has many enforcement powers, one of which is the power to order disgorgement by promoters deemed in violation of the FTCA of any profits made from the promoted business and can order injunctions from further violative promotion. Advertising that we may utilize in connection with our medical tourism operations will be subject to FTC regulatory authority, and we intend to comply with such regulatory rgime. Similar laws and requirements are likely to exist in other countries and we intend to comply with such requirements. *Federal Regulation of Clinical Laboratories* The federal Clinical Laboratory Improvement Amendments, or CLIA, provides the Centers for Medicare and Medicaid Services, or CMS, authority over all laboratory testing, except research, that is performed on humans in the United States. The Division of Laboratory Services, within the Survey and Certification Group, under the Center for Medicaid and State Operations, or CMSO, has the responsibility for implementing the CLIA program. | 33 | | The CLIA program is designed to establish quality laboratory testing by ensuring the accuracy, reliability, and timeliness of patient test results. Under CLIA, a laboratory is a facility that does laboratory testing on specimens derived from humans and used to provide information for the diagnosis, prevention, treatment of disease, or impairment of, or assessment of health. Laboratories that handle stem cells and other biologic matter are, therefore, included under the CLIA program. Under the CLIA program, laboratories must be certified by the government, satisfy governmental quality and personnel standards, undergo proficiency testing, be subject to inspections, and pay fees. To the extent that our business activities require CLIA certification, we intend to obtain and maintain such certification. If we are subject to CLIA, the failure to comply with CLIA standards could result in suspension, revocation, or limitation of a laboratorys CLIA certificate. In addition, fines or criminal penalties could also be levied. If any of these events were to occur, it could impact our business operations. *Health Insurance Portability and Accountability ActProtection of Patient Health Information* We may be subject to data privacy and security regulation by both the federal government and the states in which we conduct our business. The Health Insurance Portability Act of 1996, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and their respective implementing regulations imposes specified requirements relating to the privacy, security and transmission of individually identifiable health information on certain types of individuals and organizations. In addition, certain state laws govern the privacy and security of health information in certain circumstances, many of which differ from each other and from HIPAA in significant ways and may not have the same effect, thus complicating compliance efforts. Further, we may need to also comply with additional federal or state privacy laws and regulations that may apply to certain diagnoses, such as HIV/AIDS, to the extent that they apply to us. The Department of Health and Human Services, or HHS, through its Office for Civil Rights, investigates breach reports and determines whether administrative or technical modifications are required and whether civil or criminal sanctions should be imposed. Companies failing to comply with HIPAA and the implementing regulations may also be subject to civil money penalties or in the case of knowing violations, potential criminal penalties, including monetary fines, imprisonment, or both. In some cases, the State Attorneys General may seek enforcement and appropriate sanctions in federal court. *Other Applicable U.S. Laws* In addition to the above-described regulation by United States federal and state government, the following are other federal and state laws and regulations that could directly or indirectly affect our ability to operate the business: | | | state and local licensure, registration, and regulation of the development of pharmaceuticals and biologics; | | | | | state and local licensure of medical professionals; | | | | | state statutes and regulations related to the corporate practice of medicine; | | | 34 | | | | | laws and regulations administered by U.S. Customs and Border Protection related to the importation of biological material into the United States; | | | | | other laws and regulations administered by the FDA; | | | | | other laws and regulations administered by HHS; | | | | | state and local laws and regulations governing human subject research and clinical trials; | | | | | the federal physician self-referral prohibition, also known as Stark Law, and any state equivalents to Stark Law; | | | | | the federal False Claims Act, or FCA; | | | | | the federal Anti-Kickback Statute, or AKS, and any state equivalent statutes and regulations; | | | | | federal and state coverage and reimbursement laws and regulations; | | | | | state and local laws and regulations for the disposal and handling of medical waste and biohazardous material; | | | | | Occupational Safety and Health Administration, or OSHA, regulations and requirements; | | | | | the Intermediate Sanctions rules of the IRS providing for potential financial sanctions with respect to excess benefit transactions with tax-exempt organizations; | | | | | the Physician Payments Sunshine Act (in the event that our products are classified as drugs, biologics, devices or medical supplies and are reimbursed by Medicare, Medicaid or the Childrens Health Insurance Program); | | | | | state and other federal laws addressing the privacy of health information; and | | | | | state and foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payer, including commercial insurers, state laws that require pharmaceutical companies to comply with the pharmaceutical industrys voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare professionals and other potential referral sources, state laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare professionals or marketing expenditures, and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts. | | Violation of any of the laws described above or any other governmental laws and regulations may result in penalties, including civil and criminal penalties, damages, fines, the curtailment or restructuring of operations, the exclusion from participation in federal and state healthcare programs and imprisonment. Furthermore, efforts to ensure that business activities and business arrangements comply with applicable healthcare laws and regulations can be costly for manufacturers of branded prescription products. *Foreign Government Regulation* In general, we will need to comply with the government regulations of each individual country in which our therapy centers are located and products are to be distributed and sold. These regulations vary in complexity and can be as stringent, and on occasion even more stringent, than FDA regulations in the United States. Due to the fact that there are new and emerging cell therapy regulations that have recently been drafted and/or implemented in various countries around the world, the application and subsequent implementation of these new and emerging regulations have little to no precedence. Therefore, the level of complexity and stringency is not always precisely understood for each country, creating greater uncertainty for the international regulatory process. Furthermore, government regulations can change with little to no notice and may result in up-regulation of our product(s), thereby creating a greater regulatory burden for our cell processing technology products. We have not yet thoroughly explored the applicable laws and regulations that we will need to comply with in foreign jurisdictions. It is possible that we may not be permitted to expand our business into one or more foreign jurisdictions. | 35 | | We do not have any definitive plans or arrangements with respect to the establishment by us of stem cell therapy clinics in any country. We intend to explore any such opportunities as they arise. **Offices** Our principal executive offices are located at 40 Marcus Drive, Suite One, Melville, New York, and our telephone number is (631) 760-8100. Our website is www.biorestorative.com. Our internet website and the information contained therein or connected thereto are not intended to be incorporated by reference into this Annual Report. **Employees** We currently have 14 employees, 13 of whom are full-time employees. We believe that our employee relations are good. | ITEM 1A. | RISK FACTORS. | | The risk factors listed in this section provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Readers should be aware that the occurrence of any of the events described in these risk factors could have a material adverse effect on our business, results of operations and financial condition. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Preceding the full risk factors is a list of certain of the risk factors that follow. Reference is made to the complete risk factors for a full description of the risks involved. **Risks Related to Our Business Generally** | | | We have a limited operating history; we have incurred substantial losses since inception; we expect to continue to incur losses for the near term; there is substantial doubt about our ability to continue as a going concern within the next twelve months from the date of this filing; the report of our independent registered public accounting firm contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern. | | | | | We will need to obtain a significant amount of financing to complete our clinical trials and implement our business plan. | | | | | We will need to enter into agreements in order to implement our business strategy. | | | | | We depend on our executive officers and on our ability to attract and retain additional qualified personnel. | | | | | In the event that we are unable to utilize our current premises and need to relocate, we will be required to comply with regulatory requirements as to the operation of our laboratory, which could have had a material adverse effect on the conduct of our clinical trials and on our business. | | | 36 | | **Risks Related to Our Cell Therapy Product Development Efforts** | | | Our future success is significantly dependent on the timely and successful development and commercialization of BRTX-100, our lead product candidate for the treatment of chronic lumbar disc disease; if we encounter delays or difficulties in the development of this product candidate, as well as any other product candidates, our business prospects would be significantly harmed. | | | | | We may experience delays and other difficulties in enrolling a sufficient number of patients in our clinical trials which could delay or prevent the receipt of necessary regulatory approvals. | | | | | The development of our cell therapy product candidates is subject to uncertainty because autologous cell therapy is inherently variable. | | | | | Any disruption to our access to the media (including cell culture media) and reagents we are using in the clinical development of our cell therapy product candidates could adversely affect our ability to perform clinical trials and seek future regulatory submissions. | | | | | Our clinical trials may fail to demonstrate adequately the safety and efficacy of our product candidates, which would prevent or delay regulatory approval and commercialization. | | | | | Even if we complete the necessary clinical trials, we cannot predict when, or if, we will obtain regulatory approval to commercialize a product candidate, and the approval may be for a narrower indication than we seek. | | | | | We may never obtain FDA approval for any of our product candidates in the United States and, even if we do, we may never obtain approval for or commercialize any of our product candidates in any foreign jurisdiction, which would limit our ability to realize our full market potential. | | | | | We presently lack manufacturing capabilities to produce our product candidates at commercial scale quantities and do not have an alternate manufacturing supply at this time, which could negatively impact our ability to meet any future demand for the products. | | | | | The commercial potential and profitability of our products are unknown and subject to significant risk and uncertainty. | | | | | We may have difficulties in sourcing brown adipose (fat) tissue. | | | | | If safety problems are encountered by us or others developing new stem cell-based therapies, our stem cell initiatives could be materially and adversely affected. | | | | | We are vulnerable to competition and technological change, and also to physicians inertia. | | | | | We have limited experience in the development and marketing of cell therapies and may be unsuccessful in our efforts to establish a profitable business. | | | 37 | | | | | Our cell therapy business is based on novel technologies that are inherently expensive, risky and may not be understood by or accepted in the marketplace, which could adversely affect our future value. | | | | | Our cell therapy product candidates for which we intend to seek approval as biologic products may face competition sooner than anticipated. | | | | | We may be subject to significant product liability claims and litigation, including potential exposure from the use of our product candidates in human subjects, and our insurance may be inadequate to cover claims that may arise. | | | | | Our internal computer systems, or those that are expected to be used by our clinical investigators, clinical research organizations or other contractors or consultants, may fail or suffer security breaches, which could result in a material disruption of development programs for our product candidates. | | | | | Our inability to obtain reimbursement for our products and services from private and governmental insurers could negatively impact demand for our products and services. | | | | | Our activity as a contract manufacturer of biologic-based cosmetics could result in FDA enforcement for reasons outside of our control, which could disrupt the development of our own product candidates or harm our reputation. | | **Risks Related to Our Intellectual Property** | | | We may not be able to protect our proprietary rights. | | | | | Changes to United States patent law may have a material adverse effect on our intellectual property rights. | | | | | In certain countries, patent holders may be required to grant compulsory licenses, which would likely have a significant and detrimental effect on any future revenues in such country. | | **Risks Related to Government Regulation** | | | Even if we obtain regulatory approval for a product candidate, our products will remain subject to regulatory oversight. | | | | | We may be subject, directly or indirectly, to federal and state healthcare fraud and abuse laws, false claims laws and health information privacy and security laws. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties. | | | | | The failure to receive regulatory approvals for our cell therapy product candidates would likely have a material and adverse effect on our business and prospects. | | | | | If we are unable to conduct clinical studies in accordance with regulations and accepted standards, we may be delayed in receiving, or may never receive, regulatory approvals of our product candidates from the FDA and other regulatory authorities. | | | | | Health care companies have been the subjects of federal and state investigations, and we could become subject to investigations in the future. | | | | | It is uncertain to what extent the government, private health insurers and third-party payors will approve coverage or provide reimbursement for the therapies and products to which our services relate. Availability for such reimbursement may be further limited by reductions in Medicare, Medicaid and other federal healthcare program funding in the United States. | | | | | Competitor companies or hospitals in the EU may be able to take advantage of EU rules permitting sales of unlicensed medicines for individual patients to sell competing products without a marketing authorization. | | | 38 | | **Risks Related to Our Common Stock** | | | We pay no dividends. | | | | | Stockholders who hold unregistered shares of our common stock are subject to resale restrictions pursuant to Rule 144 due to our former status as a shell company. | | | | | Material weaknesses in our internal control over financial reporting may cause us to fail to timely and accurately report our financial results or result in a material misstatement of our consolidated financial statements. | | | | | There may be significant future issuances or resales of our common stock which may materially and adversely dilute stockholders ownership interest and affect the market price of our securities. | | | | | Our common stock is classified as a penny stock; the restrictions of the penny stock regulations of the SEC may result in less liquidity for our common stock. | | | | | Anti-takeover provisions and the regulations to which we may be subject may make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to our securityholders. | | **Risks Associated with Our Nasdaq Listing** | | | We cannot assure you that we will be able to continue to comply with the minimum bid price requirement of Nasdaq. | | | | | The market price of our common stock may not attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our common stock may not improve. | | **Risks Related to Our Business Generally** **We have a limited operating history; we have incurred substantial losses since inception; we expect to continue to incur losses for the near term; there is substantial doubt about our ability to continue as a going concern within the next twelve months from the date of this filing; the report of our independent registered public accounting firm contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern.** We have a limited operating history. Since our inception, we have incurred net losses. As of December 31, 2025, our accumulated deficit was $169,920,690. Our consolidated financial statements as of December 31, 2025 and 2024 and for the years then ended which are included in this Annual Report following Item 16 (Form 10-K Summary) have been prepared on the basis that we will continue as a going concern, which contemplates realization of assets and satisfying liabilities in the normal course of business. For the year ended December 31, 2025, we had a net loss of $14.2 million and a negative cash flows from operations of $10.8 million and as of December 31, 2025, we had a working capital deficit of $0.6 million. We anticipate that we will continue to incur net losses and negative cash flows from operations as we execute our development plans for 2026 and beyond, as well as other potential strategic and business development initiatives. These conditions raise substantial doubt about our ability to continue as a going concern for at least twelve months after the issuance date of the financial statements included herein. Our current funds will not be sufficient to fund our development efforts for the twelve months following the issuance date of such financial statements or enable us to fully complete our development activities or attain profitable operations. If we are unable to obtain such needed additional financing on a timely basis, we may have to curtail our development, marketing and promotional activities, which would have a material adverse effect on our business, financial condition and results of operations, and ultimately we could be forced to discontinue our operations and liquidate. The report of our independent registered public accounting firm with respect to our financial statements as of December 31, 2025 and for the year then ended indicates that our financial statements have been prepared assuming that we will continue as a going concern. The report states that, as of December 31, 2025 there is substantial doubt about our ability to continue as a going concern within one year after the issuance date of such financial statements. Our plans in regard to these matters are described in footnote 1 to such financial statements. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. | 39 | | **We will need to obtain a significant amount of financing to complete our clinical trials and implement our business plan.** Since our inception, we have not generated revenues from our operations and have funded our operations through the sale of our equity securities and debt securities. The implementation of our business plan, as discussed in this Annual Report under Item 1 (Business), will require the receipt of sufficient equity and/or debt financing to purchase necessary equipment, technology and materials, fund our clinical trials and other research and development efforts and otherwise fund our operations. We will require significant additional funding to complete our clinical trials using *BRTX-100*. We will also require a substantial amount of additional funding to implement our other programs described in this Annual Report under Item 1 (Business), including our metabolic *ThermoStem Program,*and fund general operations. No assurance can be given that the amount of funding that we anticipate may be required for such purposes is correct or that we will be able to accomplish our goals within the timeframes projected. In addition, no assurance can be given that we will be able to obtain any required financing on commercially reasonable terms or otherwise. In the event we do not obtain the financing required for the above purposes, we may have to curtail our development, marketing and promotional activities, which would have a material adverse effect on our business, financial condition and results of operations, and ultimately we could be forced to discontinue our operations and liquidate. **Our business strategy is high risk.** We are focusing our resources and efforts primarily on the development of cellular-based products and services which will require extensive cash for research, development and commercialization activities. This is a high-risk strategy because there is no assurance that our products and services, including our *Disc/Spine Program* and our *ThermoStem* metabolic brown fat research initiative, will ever become commercially viable (commercial risk), that we will prevent other companies from depriving us of market share and profit margins by offering services and products based on our inventions and developments (legal risk), that we will successfully manage a company in a new area of business, regenerative medicine, and on a different scale than we have operated in the past (operational risk), that we will be able to achieve the desired therapeutic results using stem and regenerative cells (scientific risk), or that our cash resources will be adequate to develop our products and services until we become profitable, if ever (financial risk). We are using our cash in one of the riskiest industries in the economy (strategic risk). This may make our securities an unsuitable investment for many investors. **We will need to enter into agreements in order to implement our business strategy.** Except for a certain license agreement with Regenerative Sciences, LLC and agreements relating to the conduct of our Phase 2 clinical trial, we do not have any material agreements or understandings in place with respect to the implementation of our business strategy. No assurances can be given that we will be able to enter into any necessary agreements with respect to the development of our business. Our inability to enter into any such agreements would have a material adverse effect on our results of operations and financial condition. | 40 | | **We depend on our executive officers and on our ability to attract and retain additional qualified personnel.** Our performance is substantially dependent on the performance of Lance Alstodt, our Chief Executive Officer. We rely upon him for strategic business decisions and guidance. We are also dependent on the performance of Francisco Silva, our Vice President of Research and Development. The employment agreement for each of Messrs. Alstodt and Silva expired in March 2026 and has not yet been extended. We do not have any key-man insurance policies on the lives of either of our executive officers. We believe that our future success in developing marketable products and services and achieving a competitive position will depend in large part upon whether we can attract and retain additional qualified management and scientific personnel. Competition for such personnel is intense, and there can be no assurance that we will be able to attract and retain such personnel. The loss of the services of Mr. Alstodt and/or Mr. Silva or the inability to attract and retain additional personnel and develop expertise as needed would have a substantial negative effect on our results of operations and financial condition. **In the event that we are unable to utilize our current premises and need to relocate, we will be required to comply with regulatory requirements as to the operation of our laboratory, which could have had a material adverse effect on the conduct of our clinical trials and on our business.** ** We are utilizing our laboratory, which includes a cGMP ISO-7 certified clean room, to provide the cell processing services necessary for the clinical production of *BRTX-100*for our Phase 2 disc clinical trial and to manufacture our commercial product. In the event that we are required to relocate our premises, whether due to a casualty event or otherwise, we will be required to comply with regulatory requirements as to the operation of our laboratory which could have a material adverse effect on the conduct of our clinical trials and on our business. **Risks Related to Our Cell Therapy Product Development Efforts** **Our future success is significantly dependent on the timely and successful development and commercialization of BRTX-100, our lead product candidate for the treatment of chronic lumbar disc disease; if we encounter delays or difficulties in the development of this product candidate, as well as any other product candidates, our business prospects would be significantly harmed.** We are dependent upon the successful development, approval and commercialization of our product candidates. Before we are able to seek regulatory approval of our product candidates, we must conduct and complete extensive clinical trials to demonstrate their safety and efficacy in humans. We are currently conducting a Phase 2 clinical trial using *BRTX-100* to treat chronic lower back pain due to degenerative disc disease related to protruding/bulging discs. | 41 | | Clinical testing is expensive, difficult to design and implement, and can take many years to complete. Importantly, a failure of one or more of these or any other clinical trials can occur at any stage of testing. We may experience numerous unforeseen events during, or as a result of, clinical trials that could delay or prevent our ability to complete our clinical studies, receive regulatory approval or commercialize our cell therapy product candidates, including the following: | | | suspensions, delays or changes in the design, initiation, enrollment, implementation or completion of required clinical trials; adverse changes in our financial position or significant and unexpected increases in the cost of our clinical development program; changes or uncertainties in, or additions to, the regulatory approval process that require us to alter our current development strategy; clinical trial results that are negative, inconclusive or less than desired as to safety and/or efficacy, which could result in the need for additional clinical studies or the termination of the products development; delays in our ability to manufacture the product in quantities or in a form that is suitable for any required clinical trials; | | | | | intellectual property constraints that prevent us from making, using, or commercializing any of our cell therapy product candidates; | | | | | the supply or quality of our product candidates or other materials necessary to conduct clinical trials of these product candidates may be insufficient or inadequate; the inability to generate sufficient pre-clinical, toxicology, or other in vivo or in vitro data, to support the initiation of clinical studies; | | | | | delays in reaching agreement on acceptable terms with prospective clinical study sites, the terms of which can be subject to extensive negotiation and may vary significantly among different clinical study sites; | | | | | delays in obtaining required Institutional Review Board, or IRB, approval at each clinical study site; | | | | | imposition of a temporary or permanent clinical hold by regulatory agencies for a number of reasons, including after review of an IND application or amendment, or equivalent application or amendment; as a result of a new safety finding that presents unreasonable risk to clinical trial participants; a negative finding from an inspection of our clinical study operations or study sites; developments on trials conducted by competitors or approved products post-market for related technology that raise FDA concerns about risk to patients of the technology broadly; or if the FDA finds that the investigational protocol or plan is clearly deficient to meet its stated objectives; | | | | | difficulty collaborating with patient groups and investigators; | | | | | failure by our CRO, other third parties, or us to adhere to clinical study requirements; | | | | | failure to perform in accordance with the FDAs current Good Clinical Practices, or GCP, requirements, or applicable regulatory guidelines in other countries; | | | | | delays in having patients qualify for or complete participation in a study or return for post-treatment follow-up; | | | | | patients dropping out of a study; | | | | | occurrence of adverse events associated with the product candidate that are viewed to outweigh its potential benefits; | | | | | changes in the standard of care on which a clinical development plan was based, which may require new or additional trials; | | | | | transfer of manufacturing processes from any academic collaborators to larger-scale facilities operated by either a contract manufacturing organization, or CMO, or by us, and delays or failure by our CMOs or us to make any necessary changes to such manufacturing process; | | | | | delays in our clinical trials caused by health emergencies; | | | | | delays in manufacturing, testing, releasing, validating, or importing/exporting sufficient stable quantities of our product candidates for use in clinical studies or the inability to do any of the foregoing; | | | | | the FDA not accepting clinical data from trials that are conducted at clinical sites in countries where the standard of care is potentially different from the United States; and | | | | | failure to raise sufficient funds to complete our clinical trials. | | | 42 | | Any inability to successfully complete pre-clinical and clinical development could result in additional costs to us or impair our ability to generate revenue. In addition, if we make manufacturing or formulation changes to our product candidates, we may be required, or we may elect, to conduct additional studies to bridge our modified product candidates to earlier versions. Clinical study delays could also shorten any periods during which our products have patent protection and may allow our competitors to bring products to market before we do, which could impair our ability to successfully commercialize our product candidates and may harm our business and results of operations. Even if we are able to successfully complete our clinical development program for our product candidates, and ultimately receive regulatory approval to market one or more of the products, we may, among other things: | | | obtain approval for indications that are not as broad as the indications we sought; | | | | | have the product removed from the market after obtaining marketing approval; | | | | | encounter issues with respect to the manufacturing of commercial supplies; | | | | | be subject to additional post-marketing testing requirements; and/or | | | | | be subject to restrictions on how the product is distributed or used. | | We anticipate that we will not be able to commercialize our *BRTX-100* product candidate for at least five years; however, due to the unknowns relating to the FDA regulatory process, such time period may be longer or shorter. **We may experience delays and other difficulties in enrolling a sufficient number of patients in our clinical trials which could delay or prevent the receipt of necessary regulatory approvals.** We may not be able to initiate or complete as planned any clinical trials if we are unable to identify and enroll a sufficient number of eligible patients to participate in the clinical trials required by the FDA or other regulatory authorities. We also may be unable to engage a sufficient number of clinical trial sites to conduct our trials. We may face challenges in enrolling patients to participate in our clinical trials due to the novelty of our cell-based therapies, the size of the patient populations and the eligibility criteria for enrollment in the trial. In addition, some patients may have concerns regarding cell therapy that may negatively affect their perception of therapies under development and their decision to enroll in the trials. Furthermore, patients suffering from diseases within target indications may enroll in competing clinical trials, which could negatively affect our ability to complete enrollment of our trials. Enrollment challenges in clinical trials often result in increased development costs for a product candidate, significant delays and potentially the abandonment of the clinical trial. | 43 | | **We may have other delays in completing our clinical trials and we may not complete them at all.** Since we lack significant experience in completing clinical trials and bringing a drug through commercialization, we have hired outside consultants with such experience. Clinical trials for *BRTX-100*and other product candidates in development may be delayed or terminated as a result of many factors, including the following: | | | patients failing to complete clinical trials due to dissatisfaction with the treatment, side effects, or other reasons; | | | | | failure by regulators to authorize us to commence a clinical trial; | | | | | suspension or termination by regulators of clinical research for many reasons, including concerns about patient safety, the failure of study sites and/or investigators in our clinical research program to comply with GCP requirements, or our failure, or the failure of our contract manufacturers, to comply with current cGMP requirements; | | | | | delays or failure to obtain clinical supply for our products necessary to conduct clinical trials from contract manufacturers; | | | | | treatment candidates demonstrating a lack of efficacy during clinical trials; | | | | | treatment candidates demonstrating significant safety signals; and/or | | | | | inability to continue to fund clinical trials or to find a partner to fund the clinical trials. | | Any delay or failure to complete clinical trials and obtain FDA approval for our product candidates could have a material adverse effect on our cost to develop and commercialize, and our ability to generate revenue from, a particular product candidate. **The development of our cell therapy product candidates is subject to uncertainty because autologous cell therapy is inherently variable.** When manufacturing an autologous cell therapy, the number and composition of the cell population varies from patient to patient. Such variability in the number and composition of these cells could adversely affect our ability to manufacture autologous cell therapies in a cost-effective or profitable manner and meet acceptable product release specifications for use in a clinical trial or, if approved, for commercial sale. As a consequence, the development and regulatory approval process for autologous cell therapy products could be delayed or may never be completed. **Any disruption to our access to the media (including cell culture media) and reagents we are using in the clinical development of our cell therapy product candidates could adversely affect our ability to perform clinical trials and seek future regulatory submissions.** Certain media (including cell culture media) and reagents, as well as devices, materials and systems, that we intend to use in our clinical trials, and that we may need or use in commercial production, are provided by unaffiliated third parties. Any lack of continued availability of these media, reagents, devices, materials and systems for any reason would have a material adverse effect on our ability to complete these studies and could adversely impact our ability to achieve commercial manufacture of our planned therapeutic products. Although other available sources for these media, reagents, devices, materials and systems may exist in the marketplace, we have not evaluated their cost, effectiveness, or intellectual property foundation and therefore cannot guarantee the suitability or availability of such other potential sources. | 44 | | **Products that appear promising in research and development may be delayed or may fail to reach later stages of clinical development.** The successful development of cellular based products is highly uncertain. Product candidates that appear promising in preclinical and early research and development may be delayed or fail to reach later stages of development. Decisions regarding the further development of product candidates must be made with limited and incomplete data, which makes it difficult to ensure or even accurately predict whether the allocation of limited resources and the expenditure of additional capital on specific product candidates will result in desired outcomes. Pre-clinical and clinical data can be interpreted in different ways, and negative or inconclusive results or adverse events during a clinical trial could delay, limit or prevent the development of a product candidate. Positive preclinical data may not continue or occur for future subjects in our clinical studies and may not be repeated or observed in ongoing or future studies involving our product candidates. Furthermore, our product candidates may also fail to show the desired safety and efficacy in later stages of clinical development despite having successfully advanced through initial clinical studies. In addition, regulatory delays or rejections may be encountered as a result of many factors, including changes in regulatory policy during the period of product development. **Our clinical trials may fail to demonstrate adequately the safety and efficacy of our product candidates, which would prevent or delay regulatory approval and commercialization.** The clinical trials of our product candidates are, and the manufacturing and marketing of our products will be, subject to extensive and rigorous review and regulation by numerous government authorities in the United States and in other countries where we intend to test and market our product candidates. Before obtaining regulatory approvals for the commercial sale of any of our product candidates, we must demonstrate through lengthy, complex and expensive preclinical testing and clinical trials that our product candidates are both safe and effective for use in each target indication. In particular, because some of our product candidates are subject to regulation as biological drug products, we will need to demonstrate that those products are safe, pure, and potent for use in their target indications. Each product candidate must demonstrate an adequate risk versus benefit profile in its intended patient population and for its intended use. The risk/benefit profile required for product licensure will vary depending on these factors and may include decrease or elimination of pain, adequate duration of response, a delay in the progression of the disease, an improvement in function and/or decrease in disability. In addition, even if such trials are successfully completed, we cannot guarantee that the FDA will interpret the results as we do or that the FDA will apply the policies and standards that we expect due to rapid and unpredictable regulatory policy changes associated with the Trump Administration, and more trials could be required before we submit our product candidates for approval. To the extent that the results of the trials are not satisfactory to the FDA for support of a marketing application, we may be required to expend significant resources, which may not be available to us, to conduct additional trials in support of potential approval of our product candidates. | 45 | | **Even if we complete the necessary clinical trials, we cannot predict when, or if, we will obtain regulatory approval to commercialize a product candidate, and the approval may be for a narrower indication than we seek.** We cannot commercialize a product candidate until the appropriate regulatory authorities have reviewed and approved the product candidate. Even if our product candidates meet their safety and efficacy endpoints in clinical trials, the regulatory authorities may not complete their review processes in a timely manner, or we may not be able to obtain regulatory approval. Additional delays may result if an FDA Advisory Committee or other regulatory authority recommends non-approval or restrictions or conditions on approval. In addition, we may experience delays or rejections based upon additional government regulation from future legislation or administrative action, or changes in regulatory authority policy during the period of product development, clinical trials and the review process. For example, executive orders and other government cost-saving measures may result in reductions in the number of FDA personnel available to review our applications or conduct necessary pre-approval inspections of our manufacturing sites resulting in delays in the approvals of our product candidates. Regulatory authorities also may approve a product candidate for more limited indications than requested or they may impose significant limitations in the form of narrow indications, contraindications or a Risk Evaluation and Mitigation Strategy, or REMS. These regulatory authorities may require warnings or precautions with respect to conditions of use or they may grant approval subject to the performance of costly post-marketing clinical trials. In addition, regulatory authorities may not approve the labeling claims or allow the promotional claims that are necessary or desirable for the successful commercialization of our product candidates. Any of the foregoing scenarios could materially harm the commercial prospects for our product candidates and materially and adversely affect our business, financial condition, results of operations and prospects. **We may never obtain FDA approval for any of our product candidates in the United States and, even if we do, we may never obtain approval for or commercialize any of our product candidates in any foreign jurisdiction, which would limit our ability to realize our full market potential.** In order to eventually market any of our product candidates in any particular foreign jurisdiction, we must establish and comply with numerous and varying regulatory requirements regarding safety and efficacy on a jurisdiction-by-jurisdiction basis. Approval by the FDA in the United States, if obtained, does not ensure approval by regulatory authorities in other countries or jurisdictions. In addition, preclinical studies and clinical trials conducted in one country may not be accepted by regulatory authorities in other countries, and regulatory approval in one country does not guarantee regulatory approval in any other country. Approval processes vary among countries and can involve additional product testing and validation and additional administrative review periods. Seeking foreign regulatory approval could result in difficulties and costs for us and require additional preclinical studies or clinical trials which could be costly and time consuming. Regulatory requirements can vary widely from country to country and could delay or prevent the introduction of our product candidates in those countries. The foreign regulatory approval process involves similar risks to those associated with FDA approval. We do not have any product candidates approved for sale in any jurisdiction, including international markets, nor have we attempted to obtain such approval. If we fail to comply with regulatory requirements in international markets or to obtain and maintain required approvals, or if regulatory approvals in international markets are delayed, our target market will be reduced and our ability to realize the full market potential of our products may be unrealized. | 46 | | **We presently lack manufacturing capabilities to produce our product candidates at commercial scale quantities and do not have an alternate manufacturing supply at this time, which could negatively impact our ability to meet any future demand for the products.** We have utilized our laboratory to provide the cell processing services necessary for clinical production of *BRTX-100*for our Phase 2 disc clinical trial. We believe that we have sufficient laboratory capacity to provide such services with regard to the balance of the Phase 2 trial; however, we would need to significantly expand our manufacturing capabilities to provide such cell processing services to meet potential commercial demand for *BRTX-100* and any other of our product candidates, if approved, as well as any of our other product candidates that might attain regulatory approval. Such expansion would require additional regulatory approvals. Even if we increase our manufacturing capabilities, it is possible that we may still lack sufficient capacity to meet demand. Ultimately, if we are unable to supply our products to meet commercial demand, whether because of processing constraints or other disruptions, delays or difficulties that we experience, sales of the products and their long-term commercial prospects could be significantly damaged. We may seek to utilize a third-party manufacturer for *BRTX-100* or any of our other product candidates; however, we do not have any arrangements in place with a third-party manufacturer. If our facilities at which these product candidates would be manufactured or our equipment were significantly damaged or destroyed, or if there were other disruptions, delays or difficulties affecting manufacturing capacity, our planned and future clinical studies and commercial production for these product candidates would likely be significantly disrupted and delayed. It would be both time consuming and expensive to replace this capacity with third parties, particularly since any new facility would need to comply with the regulatory requirements. Ultimately, if we are unable to supply our cell therapy product candidates to meet commercial demand (assuming commercial approval is obtained), whether because of processing constraints or other disruptions, delays or difficulties that we experience, our production costs could dramatically increase and sales of the product and its long-term commercial prospects could be significantly damaged. **The commercial potential and profitability of our products are unknown and subject to significant risk and uncertainty.** Even if we successfully develop and obtain regulatory approval for our cell therapy product candidates, the market may not understand or accept the products, which could adversely affect both the timing and level of future sales. Ultimately, the degree of market acceptance of our product candidates (or any of our future product candidates) will depend on a number of factors, including: | | | the clinical effectiveness, safety and convenience of the product particularly in relation to alternative treatments; | | | | | our ability to distinguish our products (which involve adult cells) from any ethical and political controversies associated with stem cell products derived from human embryonic or fetal tissue; and | | | | | the cost of the product, the reimbursement policies of government and third-party payors and our ability to obtain sufficient third-party coverage or reimbursement. | | | 47 | | Even if we are successful in achieving sales of our product candidates, it is not clear to what extent, if any, the products will be profitable. The costs of goods associated with production of cell therapy products are significant. In addition, some changes in manufacturing processes or procedures generally require FDA or foreign regulatory authority review and approval prior to implementation. We may need to conduct additional pre-clinical studies and clinical trials to support approval of any such changes. Furthermore, this review process could be costly and time-consuming and could delay or prevent the commercialization of product candidates. **We may have difficulties in sourcing brown adipose (fat) tissue.** We use brown adipose (fat) tissue to identify and characterize brown adipose derived stem cells for use in our pre-clinical *ThermoStem Program.*There is no certainty that we will be able to continue to collect brown adipose samples through any relationships that we have, have had or may establish with potential sources of brown adipose tissue. The inability to procure brown fat tissue would have a material adverse effect upon our ability to advance our *ThermoStem Program.* **If safety problems are encountered by us or others developing new stem cell-based therapies, our stem cell initiatives could be materially and adversely affected.** The use of stem cells for therapeutic indications is still in the very early stages of development. If an adverse event occurs during clinical trials related to one of our proposed products and/or services or those of others, the FDA and other regulatory authorities may halt clinical trials or require additional studies. The occurrence of any of these events would delay, and increase the cost of, our development efforts and may render the commercialization of our proposed products and/or services impractical or impossible. **We are vulnerable to competition and technological change, and also to physicians inertia.** We will compete with many domestic and foreign companies in developing our technology and products, including biotechnology, medical device and pharmaceutical companies. Many current and potential competitors have substantially greater financial, technological, research and development, marketing, and personnel resources. There is no assurance that our competitors will not succeed in developing alternative products and/or services that are more effective, easier to use, or more economical than those which we may develop, or that would render our products and/or services obsolete and non-competitive. In general, we may not be able to prevent others from developing and marketing competitive products and/or services similar to ours or which perform similar functions or which are marketed before ours. Competitors may have greater experience in developing products, therapies or devices, conducting clinical trials, obtaining regulatory clearances or approvals, manufacturing and commercialization. It is possible that competitors may obtain patent protection, approval or clearance from the FDA or achieve commercialization earlier than we can, any of which could have a substantial negative effect on our business. | 48 | | We will compete against cell-based therapies derived from alternate sources, such as bone marrow, adipose tissue, umbilical cord blood and potentially embryos. Doctors historically are slow to adopt new technologies like ours, whatever the merits, when older technologies continue to be supported by established providers. Overcoming such inertia often requires very significant marketing expenditures or definitive product performance and/or pricing superiority. We expect that physicians inertia and skepticism will also be a significant barrier as we attempt to gain market penetration with our future products and services. We may need to finance lengthy time-consuming clinical studies (so as to provide convincing evidence of the medical benefit) in order to overcome this inertia and skepticism. The recent extensive use of both FDA-approved and compounded version of glucagon-like peptide-1 (GLP-1) receptor agonist drug products, such as Wegovy and Ozempic (semaglutide), including the launch of FDA-approved oral Wegovy in January 2026, for the treatment of obesity has significantly increased the competition in the obesity market. **We may form or seek collaborations or strategic alliances or enter into additional licensing arrangements in the future, and we may not realize the benefits of such alliances or licensing arrangements.** We may form or seek strategic alliances, create joint ventures or collaborations, or enter into additional licensing arrangements with third parties that we believe will complement or augment our development and commercialization efforts with respect to our product candidates and any future product candidates that we may develop. Any of these relationships may require us to incur non-recurring and other charges, increase our near and long-term expenditures, issue securities that dilute the shares of our existing stockholders, or disrupt our management and business. In addition, we face significant competition in seeking appropriate strategic partners and the negotiation process is time-consuming and complex. Moreover, we may not be successful in our efforts to establish a strategic partnership or other alternative arrangements for our product candidates because they may be deemed to be at too early of a stage of development for collaborative effort and third parties may not view our product candidates as having the requisite potential to demonstrate safety and efficacy. To date, such efforts have not been successful. Further, collaborations involving our product candidates, such as our collaborations with third-party research institutions, are subject to numerous risks, which may include the following: | | collaborators have significant discretion in determining the efforts and resources that they will apply to a collaboration; | | | 49 | | | | collaborators may not pursue development and commercialization of our product candidates or may elect not to continue or renew development or commercialization programs based on clinical trial results, changes in their strategic focus due to the acquisition of competitive products, availability of funding, or other external factors, such as a business combination that diverts resources or creates competing priorities; | | | | collaborators may delay clinical trials, provide insufficient funding for a clinical trial, stop a clinical trial, abandon a product candidate, repeat or conduct new clinical trials, or require a new formulation of a product candidate for clinical testing; | | | | collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with our products or product candidates; | | | | a collaborator with marketing and distribution rights to one or more products may not commit sufficient resources to their marketing and distribution; | | | | collaborators may not properly maintain or defend our intellectual property rights or may use our intellectual property or proprietary information in a way that gives rise to actual or threatened litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us to potential liability; | | | | disputes may arise between us and a collaborator that cause the delay or termination of the research, development or commercialization of our product candidates, or that result in costly litigation or arbitration that diverts management attention and resources; | | | | collaborations may be terminated and, if terminated, may result in a need for additional capital to pursue further development or commercialization of the applicable product candidates; and | | | | collaborators may own or co-own intellectual property covering our products that results from our collaborating with them, and in such cases, we would not have the exclusive right to commercialize such intellectual property. | | As a result, if we enter into collaboration agreements and strategic partnerships or license our products or businesses, we may not be able to realize the benefit of such transactions if we are unable to successfully integrate them with our existing operations and company culture, which could delay our timelines or otherwise adversely affect our business. We also cannot be certain that, following a strategic transaction or license, we will achieve the revenue or specific net income that justifies such transaction. Any delays in entering into new collaborations or strategic partnership agreements related to our product candidates could delay the development and commercialization of our product candidates in certain geographies for certain indications, which would harm our business prospects, financial condition, and results of operations. **We have limited experience in the development and marketing of cell therapies and may be unsuccessful in our efforts to establish a profitable business.** Our business plan has been focused historically on capturing a piece of the burgeoning field of cell therapy. We have limited experience in the areas of cell therapy product development and marketing, and in the related regulatory issues and processes. Although we have recruited a team that has experience with designing and conducting clinical trials and have hired FDA consultants, as a company, we have limited experience in conducting clinical trials and no experience in conducting clinical trials through to regulatory approval of any product candidate. In part because of this lack of experience, we cannot be certain that planned clinical trials will begin or be completed on time, if at all. We cannot assure that we will successfully achieve our clinical development goals or fulfill our plans to capture a piece of the cell therapy market. | 50 | | **Our cell therapy business is based on novel technologies that are inherently expensive, risky and may not be understood by or accepted in the marketplace, which could adversely affect our future value.** The clinical development, commercialization and marketing of cell and tissue-based therapies are at an early-stage, substantially research-oriented, and financially speculative. To date, very few companies have been successful in their efforts to develop and commercialize a cell therapy product. In general, cell-based or tissue-based products may be susceptible to various risks, including undesirable and unintended side effects, unintended immune system responses, inadequate therapeutic efficacy, or other characteristics that may prevent or limit their approval or commercial use. In addition, *BRTX-100* is a cell-based candidate that is produced by using a patients own stem cells derived from bone marrow. Regulatory approval of novel product candidates such as *BRTX-100*, which is manufactured using novel manufacturing processes, can be more complex and expensive and take longer than other, more well-known or extensively studied pharmaceutical or biopharmaceutical products, due to the FDAs lack of experience with them. To our knowledge, the FDA has not yet approved a disc related stem cell therapy product. This lack of experience may lengthen the regulatory review process, require us to conduct additional studies or clinical trials, which would increase our development costs, lead to changes in regulatory positions and interpretations, delay or prevent approval and commercialization of these product candidates or lead to significant post-approval limitations or restrictions. Furthermore, the number of people who may use cell or tissue-based therapies is difficult to forecast with accuracy. Our future success is dependent on the establishment of a large global market for cell- and tissue-based therapies and our ability to capture a share of this market with our product candidates. **Our cell therapy product candidates for which we intend to seek approval as biologic products may face competition sooner than anticipated.** The enactment of the Biologics Price Competition and Innovation Act of 2009, or BPCIA, created an abbreviated regulatory pathway for the approval of products demonstrated to be biosimilar, or highly similar, to or interchangeable with an FDA-approved innovator (original) biologic product. The abbreviated regulatory pathway establishes legal authority for the FDA to review and approve biosimilar biologics, including the possible designation of a biosimilar as interchangeable based on its similarity to an existing reference product. Under the BPCIA, an application for a biosimilar product cannot be approved by the FDA until 12 years after the original branded product is approved under a BLA. The FDA has developed considerable experience with the biosimilar and interchangeable biosimilar processes since the enactment of the BPCIA in 2009. Should any of our product candidates be approved via the BLA pathway, we expect that biosimilar applicants will seek approval of biosimilar, and/or interchangeable, versions of our product that could result in lower prices for our products. We believe that, if any of our product candidates are approved as a biological product under a BLA, it should qualify for the 12-year period of exclusivity. However, there is a risk that the FDA could approve biosimilar applicants for other reference products that no longer have such exclusivity, thus potentially creating the opportunity for greater competition sooner than anticipated. | 51 | | We may also face competition from unapproved stem cell therapies performed by treatment centers that do not comply with FDA requirements. Despite FDAs successful enforcement against unapproved stem cell treatments in the federal courts (*United States v. Regenerative Sciences, LLC*(2014 D.C. Cir.), *United States v. U.S. Stem Cell Clinic LLC*(2021 11th Cir.) and *United States v. California Stem Cell Treatment Center, Inc.* (2024 9th Cir. *cert. denied*) thousands of clinics continue to offer unapproved stem cell therapies due to high demand, FDA enforcement limitations, and tactical rebranding to avoid FDA enforcement action. FDA lacks the resources to bring enforcement actions against thousands of individual small-office clinics simultaneously. Therefore, we could face competition from stem cell clinics that would not be required to undergo the costly and time-consuming FDA approval and compliance process. **The FDAs regulation of regenerative medicine products remains unpredictable and we are not certain what impact this will have on the potential approval of our products.** The FDAs regulation of therapies derived from stem cell products and technologies is evolving and may continue to evolve. In December 2016, the 21st Century Cures Act, or the Cures Act, was signed into law in the United States to advance access to medical innovations. Among other things, the Cures Act established a new FDA regenerative medicine advanced therapy, or RMAT, designation. This designation offers a variety of benefits to product candidates, including enhanced FDA support during clinical development, priority review on application filing, accelerated approval based on potential surrogate endpoints, and the potential use of patient registry data and other forms of real world evidence for post-approval confirmatory studies. There is no certainty that any of our product candidates will receive RMAT designation or any other type of expedited review program designation from the FDA. In any event, the receipt of an FDA RMAT designation or other expedited review program designation may not result in a faster development process, review or approval compared to products considered for approval under conventional FDA procedures and does not assure ultimate approval by the FDA. **We may be subject to significant product liability claims and litigation, including potential exposure from the use of our product candidates in human subjects, and our insurance may be inadequate to cover claims that may arise.** Our business exposes us to potential product liability risks inherent in the testing, processing and marketing of cell therapy products. Such liability claims may be expensive to defend and result in large judgments against us. We face an inherent risk of product liability exposure related to the testing of our current and any future product candidates in human clinical trials and will face an even greater risk with respect to any commercial sales of our products should they be approved. No product candidate has been widely used over an extended period of time, and therefore safety data is limited. Cell therapy companies derive the raw materials for manufacturing of product candidates from human cell sources, and therefore the manufacturing process and handling requirements are extensive, which increases the risk of quality failures and subsequent product liability claims. We will need to maintain insurance coverage adequate to cover our clinical trials and increase that coverage before commercializing product candidates, if ever. At any time during our clinical trials or after commercialization, if that occurs, we may not be able to obtain or maintain product liability insurance on acceptable terms with adequate coverage or at all, or if claims against us substantially exceed our coverage, then our financial position could be significantly impaired. | 52 | | Whether or not we are ultimately successful in any product liability litigation that may arise, such litigation could consume substantial amounts of our financial and managerial resources, result in decreased demand for our products and injure our reputation. We seek to maintain errors and omissions, directors and officers, workers compensation and other insurance at levels we believe to be appropriate to our business activities. If, however, we were subject to a claim in excess of this coverage or to a claim not covered by our insurance and the claim succeeded, we would be required to pay the claim from our own limited resources, which could have a material adverse effect on our financial condition, results of operations and business. Additionally, liability or alleged liability could harm our business by diverting the attention and resources of our management and damaging our reputation. **Our internal computer systems, or those that are expected to be used by our clinical investigators, clinical research organizations or other contractors or consultants, may fail or suffer security breaches, which could result in a material disruption of development programs for our product candidates.** We rely on information technology systems to keep financial records, maintain laboratory and corporate records, communicate with staff and external parties and operate other critical functions. Any significant degradation or failure of these computer systems could cause us to inaccurately calculate or lose data. Despite the implementation of security measures, these internal computer systems and those used by our clinical investigators, clinical research organizations, and other contractors and consultants are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war, and telecommunication and electrical failures. The techniques that could be used by criminal elements or foreign governments to attack these computer systems are sophisticated, change frequently and may originate from less regulated and remote areas of the world. While we have not experienced any such system failure, theft of information, accident or security breach to date, if such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our clinical development activities. For example, the loss of clinical trial data from historical or future clinical trials could result in delays in regulatory approval efforts and significantly increase costs to recover or reproduce the data. To the extent that any disruption, theft of information, or security breach were to result in a loss of or damage to data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and the clinical development and future development of our product candidates could be delayed. **To operate and sell in international markets carries great risk.** We intend to market our products and services both domestically and in foreign markets. A number of risks are inherent in international transactions. In order for us to market our products and services in non-U.S. jurisdictions, we need to obtain and maintain required regulatory approvals or clearances in these countries and must comply with the country specific regulations regarding safety, manufacturing processes and quality. These regulations, including the requirements for approvals or clearances to market, may differ from the FDA regulatory scheme. International operations and sales also may be limited or disrupted by political instability, price controls, trade restrictions and changes in tariffs. Additionally, fluctuations in currency exchange rates may adversely affect demand for our services and products by increasing the price of our products and services in the currency of the countries in which the products and services are offered. | 53 | | There can be no assurance that we will obtain regulatory approvals or clearances in all of the countries where we intend to market our products and services, that we will not incur significant costs in obtaining or maintaining foreign regulatory approvals or clearances, or that we will be able to successfully commercialize our products and services in various foreign markets. Delays in receipt of approvals or clearances to market our products and services in foreign countries, failure to receive such approvals or clearances or the future loss of previously received approvals or clearances could have a substantial negative effect on our results of operations and financial condition. **Our inability to obtain reimbursement for our products and services from private and governmental insurers could negatively impact demand for our products and services.** Market acceptance and sales of our product candidates may depend on coverage and reimbursement policies and health care reform measures. Decisions about formulary coverage as well as levels at which government authorities and third-party payors, such as private health insurers and health maintenance organizations, reimburse patients for the price they pay for our product candidates, as well as levels at which these payors pay directly for our product candidates, where applicable, could affect whether we are able to successfully commercialize these products. We cannot guarantee that reimbursement will be available for any of our product candidates. We also cannot guarantee that coverage or reimbursement amounts will not reduce the demand for, or the price of, our product candidates. If coverage and reimbursement are not available or are available only at limited levels, we may not be able to successfully commercialize our products. The Patient Protection and Affordable Care Act, or PPACA, as well as the Inflation Reduction Act, passed in August 2022, and other health reforms include measures that would limit or prohibit payments for certain medical treatments or subject the pricing of drugs and biologics to government control. In addition, in many foreign countries, particularly the countries of the European Union, or the EU, the pricing of drugs and biologics is subject to government control. If our products are or become subject to government regulation that limits or prohibits payment for our products, or that subjects the price of our products to government control, we may not be able to generate revenue, attain profitability or commercialize our products. In addition, third-party payors are increasingly limiting both coverage and the level of reimbursement of new drugs and biologics. They may also impose strict prior authorization requirements and/or refuse to provide any coverage of uses of approved products for medical indications other than those for which the FDA has granted market approvals. As a result, significant uncertainty exists as to whether and how much third-party payors will reimburse patients for their use of newly-approved drugs and biologics. If we are unable to obtain adequate levels of reimbursement for our product candidates, our ability to successfully market and sell our product candidates will be harmed. | 54 | | **Our activity as a contract manufacturer of biologic-based cosmetics could result in FDA enforcement for reasons outside of our control, which could disrupt the development of our own product candidates or harm our reputation.** **** We manufactured a commercial product as a contract manufacturer for a third-party company. While we believe the product we manufactured for the third party was intended for cosmetic uses, we (as the contract manufacturer) did not ultimately have control over how the product was marketed. It is possible that the FDA could determine, based on how the product was marketed (among other considerations), that it was intended for unapproved therapeutic use(s), which could result in the temporary or permanent suspension of manufacturing and/or commercialization of the product and/or a wide range of enforcement actions, such as warning letters, recall, dear doctor letters, and others. If the FDA takes enforcement action against the third party or us in connection with this product, or against others for whom we may serve in the future as a contract manufacturer, it could have an adverse impact on our operations and/or harm our reputation as a biologics company. **Risks Related to Our Intellectual Property** **We may not be able to protect our proprietary rights.** Our commercial success will depend in large part upon our ability to protect our proprietary rights. There is no assurance, for example, that any additional patents will be issued based on our or our licensors pending applications or, if issued, that such patents will not become the subject of a re-examination, will provide us with competitive advantages, will not be challenged by any third parties, or that the patents of others will not prevent the commercialization of products and services incorporating our technology. Furthermore, there can be no guarantee that others will not independently develop similar products and services, duplicate any of our products and services, or design around any patents we obtain. Our commercial success will also depend upon our ability to avoid infringing patents issued to others. If we were judicially determined to be infringing on any third-party patent, we could be required to pay damages, alter our products, services or processes, obtain licenses, or cease certain activities. If we are required in the future to obtain any licenses from third parties for some of our products and/or services, there can be no guarantee that we would be able to do so on commercially favorable terms, if at all. United States and foreign patent applications are not immediately made public, so we might be surprised by the grant to someone else of a patent on a technology we are actively using. Although we conducted a freedom to operate, or FTO, search years ago on the licensed technology associated with our *Disc/Spine Program*, modifications made, and/or further developments that may be made, to that technology may not be covered by the initial FTO. No FTO has been undertaken with respect to our *ThermoStem*brown fat initiative. Litigation, which would result in substantial costs to us and the diversion of effort on our part, may be necessary to enforce or confirm the ownership of any patents issued or licensed to us, or to determine the scope and validity of third-party proprietary rights. If our competitors claim technology also claimed by us and prepare and file patent applications in the United States, we may have to participate in interference proceedings declared by the U.S. Patent and Trademark Office, or the Patent Office, or a foreign patent office to determine priority of invention, which could result in substantial costs and diversion of effort, even if the eventual outcome is favorable to us. Any such litigation or interference proceeding, regardless of outcome, could be expensive and time-consuming. | 55 | | Successful challenges to our patents through oppositions, re-examination proceedings or interference proceedings could result in a loss of patent rights in the relevant jurisdiction. If we are unsuccessful in actions we bring against the patents of other parties, and it is determined that we infringe upon the patents of third parties, we may be subject to litigation, or otherwise prevented from commercializing potential products and/or services in the relevant jurisdiction, or may be required to obtain licenses to those patents or develop or obtain alternative technologies, any of which could harm our business. Furthermore, if such challenges to our patent rights are not resolved in our favor, we could be delayed or prevented from entering into new collaborations or from commercializing certain products and/or services, which could adversely affect our business and results of operations. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential or sensitive information could be compromised by disclosure in the event of litigation. In addition, during the course of litigation there could be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock. In addition to patents, we rely on unpatented trade secrets and proprietary technological expertise. Some of our intended future cell-related therapeutic products and/or services may fit into this category. We also rely, in part, on confidentiality agreements with our partners, employees, advisors, vendors, and consultants to protect our trade secrets and proprietary technological expertise. There can be no guarantee that these agreements will not be breached, or that we will have adequate remedies for any breach, or that our unpatented trade secrets and proprietary technological expertise will not otherwise become known or be independently discovered by competitors. Failure to obtain or maintain patent protection, failure to protect trade secrets, third-party claims against our patents, trade secrets, or proprietary rights or our involvement in disputes over our patents, trade secrets, or proprietary rights, including involvement in litigation, could divert our efforts and attention from other aspects of our business and have a substantial negative effect on our results of operations and financial condition. **We may not be able to protect our intellectual property in countries outside of the United States.** Intellectual property law outside the United States is uncertain and, in many countries, is currently undergoing review and revisions. The laws of some countries do not protect our patent and other intellectual property rights to the same extent as United States laws. Third parties may attempt to oppose the issuance of patents to us in foreign countries by initiating opposition proceedings. Opposition proceedings against any of our patent filings in a foreign country could have an adverse effect on our corresponding patents that are issued or pending in the United States. It may be necessary or useful for us to participate in proceedings to determine the validity of our patents or our competitors patents that have been issued in countries other than the United States. This could result in substantial costs, divert our efforts and attention from other aspects of our business, and could have a material adverse effect on our results of operations and financial condition. | 56 | | **Changes to United States patent law may have a material adverse effect on our intellectual property rights.** The Leahy-Smith America Invents Act, or AIA, which was signed into law in 2011, significantly changes United States patent law. It may take some time to establish what the law means, since it is just being interpreted by the lower courts, Federal Circuit Courts of Appeal, and the Supreme Court. The effects of these decisions are still not known. The first major change is that AIA switches the United States patent system from a first to invent system to a first to file system. Now that the first to file system is in effect, there is a risk that another company may independently develop identical or similar patents at approximately the same time, and be awarded the patents instead of us. Further, for the second major change, AIA abolished interference proceedings, and establishes derivation proceedings to replace interference proceedings in all cases in which the time period for instituting an interference proceeding has not lapsed where an inventor named in an earlier application derived the claimed invention from a named inventor. Now that the derivation proceedings are in effect, there is a risk that the inventorship of any pending patent application can be challenged for reasons of derivation. The third major change is that AIA established post-grant opposition proceedings that will apply only to patent applications filed after first to file became effective. Post-grant opposition will enable a person who is not the patent owner to initiate proceedings in the Patent Office within nine months after the grant of a patent that can result in cancellation of a patent as invalid. In addition to AIA, recent court decisions have created uncertainty with regard to our ability to obtain and maintain patents. Therefore there is a risk that any of our patents once granted may be subject to post-grant opposition, which will increase uncertainty on the validity of any newly granted patent or may ultimately result in cancellation of the patent. In addition, the Supreme Court has recently taken more limiting positions as to what constitutes patentable subject matter. As a result, many patents covering what were previously patentable inventions are now determined to cover inventions which are deemed non-statutory subject matter and are now invalid. As a result of this and subsequent opinions by the Court of Appeals for the Federal Circuit, the Patent Office is now applying more stringent limitations to claims in patent applications and is refusing to grant patents in areas of technology where patents were previously deemed available. Therefore there is a risk that we will be unable to acquire patents to cover our products and if such patents are granted they may subsequently be found to be invalid. **In certain countries, patent holders may be required to grant compulsory licenses, which would likely have a significant and detrimental effect on any future revenues in such country.** Many countries, including some countries in Europe, have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, most countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may be limited to monetary relief and may be unable to enjoin infringement, which could materially diminish the value of the patent. Compulsory licensing of life-saving products is also becoming increasingly common in developing countries, either through direct legislation or international initiatives. Such compulsory licenses could be extended to our product candidates, which may limit our potential revenue opportunities, including with respect to any future revenues that may result from our product candidates. | 57 | | **Risks Related to Government Regulation** **Even if we obtain regulatory approval for a product candidate, our products will remain subject to regulatory oversight.** Our product candidates for which we obtain regulatory approval will be subject to ongoing regulatory requirements for manufacturing, labeling, packaging, storage, advertising, promotion, record-keeping and submission of safety and other post-market information. Any regulatory approvals that we receive for our product candidates also may be subject to a REMS or the specific obligations imposed as a condition for marketing authorization by equivalent authorities in a foreign jurisdiction, limitations on the approved indicated uses for which the product may be marketed or to the conditions of approval, or contain requirements for potentially costly post-marketing testing, including Phase 4 clinical trials, and surveillance to monitor the quality, safety and efficacy of the product. For example, in the United States, the holder of an approved new drug application, or NDA, or BLA is obligated to monitor and report adverse events and any failure of a product to meet the specifications in the NDA or BLA. The holder of an approved NDA or BLA also must submit new or supplemental applications and obtain FDA approval for certain changes to the approved product, product labeling or manufacturing process. Advertising and promotional materials must comply with the Federal Food, Drug and Cosmetic Act, or FDCA, and implementing regulations and are subject to FDA oversight and post-marketing reporting obligations, in addition to other potentially applicable federal and state laws. In addition, product manufacturers and their facilities may be subject to payment of application and program fees and are subject to continual review and periodic inspections by the FDA and other regulatory authorities for compliance with cGMP requirements and adherence to commitments made in the NDA, BLA or foreign marketing application. If we or a regulatory authority discover previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured, or if a regulatory authority disagrees with the promotion, marketing or labeling of our product, a regulatory authority may impose restrictions relative to that product, the manufacturing facility or us, including requiring recall or withdrawal of the product from the market or suspension of manufacturing. If we fail to comply with applicable regulatory requirements for any product candidate following approval, a regulatory authority may: | | issue a warning or untitled letter asserting that we are in violation of the law; | | | | | | | | seek an injunction or impose administrative, civil or criminal penalties or monetary fines; | | | | | | | | suspend or withdraw regulatory approval; | | | 58 | | | | suspend any ongoing clinical trials; | | | | | | | | refuse to approve a pending BLA or comparable foreign marketing application (or any supplements thereto) submitted by us or our strategic partners; | | | | | | | | restrict the marketing or manufacturing of the product; | | | | | | | | seize or detain the product or otherwise demand or require the withdrawal or recall of the product from the market; | | | | | | | | refuse to permit the import or export of products; | | | | | | | | request and publicize a voluntary recall of the product; or | | | | | | | | refuse to allow us to enter into supply contracts, including government contracts. | | Any government enforcement action or investigation of alleged violations of law could require us to expend significant time and resources in response and could generate negative publicity. The occurrence of any event or penalty described above may inhibit our ability to commercialize our product candidates and adversely affect our business, financial condition, results of operations and prospects. **We may be subject, directly or indirectly, to federal and state healthcare fraud and abuse laws, false claims laws and health information privacy and security laws. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties.** In the United States, the research, manufacturing, distribution, sale, and promotion of drugs and biologic products are subject to regulation by various federal, state, and local authorities, including the FDA, the Centers for Medicare and Medicaid Services, or CMS, other divisions the Department of Health and Human Services, or HHS (e.g., the Office of Inspector General), the United States Department of Justice offices of the United States Attorney, the Federal Trade Commission and state and local governments. Our operations are directly, or indirectly through our prescribers, customers and purchasers, subject to various federal and state fraud and abuse laws and regulations, including the federal Anti-Kickback Statute, or AKS, the federal civil and criminal False Claims Act, or FCA, the Physician Payments Sunshine Act and regulations and equivalent provisions in other countries. In addition, we may be subject to patient privacy laws by both the federal government and the states in which we conduct our business. State and federal regulatory and enforcement agencies continue actively to investigate violations of health care laws and regulations, and the United States Congress continues to strengthen the arsenal of enforcement tools. For example, the Bipartisan Budget Act of 2018 increased the criminal and civil penalties that can be imposed for violating certain federal health care laws, including the AKS. Enforcement agencies also continue to pursue novel theories of liability under these laws. Government agencies have recently increased regulatory scrutiny and enforcement activity with respect to programs supported or sponsored by pharmaceutical companies, including reimbursement and co-pay support, funding of independent charitable foundations and other programs that offer benefits for patients. Several investigations into these programs have resulted in significant civil and criminal settlements. | 59 | | Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of our business activities could be subject to challenge under one or more of such laws. If our operations are found to be in violation of any of the laws described above or any other government regulations that apply to us, we may be subject to penalties, including civil and criminal penalties, damages, fines, exclusion from participation in government health care programs, such as Medicare and Medicaid, imprisonment and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations. Even if we are not determined to have violated these laws, government investigations into these issues typically require the expenditure of significant resources and generate negative publicity, which could harm our financial condition and divert the attention of our management from operating our business. Further, in the event we determine to operate in foreign jurisdictions, including conducting clinical trials, we will need to comply with the United States Foreign Corrupt Practices Act of 1977, or the FCPA. The FCPA prohibits a corporation, including its subsidiaries, third-party contractors, distributors, consultants and employees, from corruptly making or offering to make payments to foreign officials for the purpose of obtaining or enhancing business. Under the law, foreign officials include employees of health systems operated by government entities. The FCPA also establishes specific record-keeping and internal accounting controls. Violations of the FCPA can result in the imposition of civil penalties or criminal prosecution. Failure to comply with the FCPA will adversely affect our business. In addition to the FCPA, we will also need to comply with the foreign government laws and regulations of each individual country in which any therapy centers that we may establish are located and products are to be distributed and sold. These regulations vary in complexity and can be as stringent, and on occasion even more stringent, than FDA regulations in the United States. Due to the fact that there are new and emerging stem cell and cell therapy regulations that have recently been drafted and/or implemented in various countries around the world, the application and subsequent implementation of these new and emerging regulations have little to no precedence. Therefore, the level of complexity and stringency is not always precisely understood today for each country, creating greater uncertainty for the international regulatory process. Furthermore, there can be no guarantee that laws and regulations will not be implemented, amended and/or reinterpreted in a way that will negatively affect our business. Likewise, there can be no assurance that we will be able, or will have the resources, to maintain compliance with all such healthcare laws and regulations. Failure to comply with such healthcare laws and regulations, as well as the costs associated with such compliance or with enforcement of such healthcare laws and regulations, may have a material adverse effect on our operations or may require restructuring of our operations or impair our ability to operate profitably. | 60 | | **Our current and future employees, consultants and advisors and our future principal investigators, medical institutions and commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements.** We are exposed to the risk of fraud or other misconduct by our current and future employees, consultants, advisors, principal investigators, medical institutions and commercial partners, including contract laboratories, and CROs. Misconduct by these parties could include intentional failures to comply with FDA regulations or the regulations applicable in other jurisdictions, provide accurate information to the FDA and other regulatory authorities, comply with healthcare fraud and abuse laws and regulations in the United States and abroad, report financial information or data accurately or disclose unauthorized activities to us. We currently do not and in the future may not independently conduct all aspects of our product candidate research and preclinical and clinical testing and product candidate manufacturing. If we rely on third parties, including CROs, medical institutions, and contract laboratories to monitor and manage data for our ongoing preclinical and clinical programs, we will still maintain responsibility for ensuring their activities are conducted in accordance with the applicable study protocol, legal, regulatory and scientific standards. We and our third-party vendors will be required to comply with current cGMP, GCP, and Good Laboratory Practice, or GLP, requirements, which are a collection of laws and regulations enforced by the FDA, the EU and comparable foreign authorities for all of our product candidates in clinical development. In addition, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Such misconduct also could involve the improper use of information obtained in the course of clinical trials or interactions with the FDA or other regulatory authorities, which could result in regulatory sanctions and cause serious harm to our reputation. The precautions we take to detect and prevent employee and third-party misconduct may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from government investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, financial condition, results of operations and prospects, including the imposition of significant fines or other sanctions. **The failure to receive regulatory approvals for our cell therapy product candidates would likely have a material and adverse effect on our business and prospects.** To date, we have not received regulatory approval to market any of our product candidates in any jurisdiction. If we seek approval of any of our cell therapy product candidates, we will be required to submit to the FDA and potentially other regulatory authorities extensive pre-clinical and clinical data supporting its safety and efficacy, as well as information about the manufacturing process and to undergo inspection of our manufacturing facility or other contract manufacturing facilities, if utilized, among other things. The process of obtaining FDA and other regulatory approvals is expensive, generally takes many years and is subject to numerous risks and uncertainties, particularly with complex and/or novel product candidates such as our cell-based product candidates. Changes in regulatory approval requirements, policies, or court decisions may cause delays in the approval or rejection of an application, make it easier for our competitors to gain regulatory approval to enter the marketplace, or allow competitors to enter the market without having to obtain FDA approval. Executive orders and other government cost-saving measures may result in reductions in the number of FDA personnel available to review our applications or conduct necessary pre-approval inspections of our manufacturing sites resulting in delays in the approvals of our product candidates. Ultimately, the FDA and other regulatory agencies have substantial discretion in the approval process and may refuse to accept any application or may decide that our product candidate data are insufficient for approval without the submission of additional preclinical, clinical or other studies. In addition, varying agency interpretations of the data obtained from preclinical and clinical testing could delay, limit or prevent regulatory approval of a product candidate. Any difficulties or failures that we encounter in securing regulatory approval for our product candidates would likely have a substantial adverse impact on our ability to generate product sales, and could make any search for a collaborative partner more difficult. Similarly, any regulatory approval we ultimately obtain may be limited or subject to restrictions or post-approval commitments that render the approved product not commercially viable. | 61 | | **If we are unable to conduct clinical studies in accordance with regulations and accepted standards, we may be delayed in receiving, or may never receive, regulatory approvals of our product candidates from the FDA and other regulatory authorities.** To obtain marketing approvals for our product candidates in the United States and abroad, we must, among other requirements, complete adequate and well-controlled clinical trials sufficient to demonstrate to the FDA and other regulatory bodies that the product candidate is safe and effective for each indication for which approval is sought. If the FDA finds that patients enrolled in the trial are or would be exposed to an unreasonable and significant risk of illness or injury, due to, among other things, occurrence of a serious adverse event in an ongoing clinical trial, the FDA can place one or more of our clinical trials on hold. If safety concerns develop, we may, or the FDA or an institutional review board may require us to, stop the affected trials before completion. The completion of our clinical trials also may be delayed or terminated for a number of other reasons, including if: | | third-party clinical investigators do not perform the clinical trials on the anticipated schedule or consistent with the clinical trial protocol, good clinical practices required by the FDA and other regulatory requirements, or other third parties do not perform data collection and analysis in a timely or accurate manner; | | | | | | | | inspections of clinical trial sites by the FDA or other regulatory authorities reveal violations that require us to undertake corrective action, suspend or terminate one or more sites, or prohibit use of some or all of the data in support of marketing applications; or | | | | | | | | the FDA or one or more institutional review boards suspends or terminates the trial at an investigational site, or precludes enrollment of additional subjects. | | Our development costs will increase if there are material delays in our clinical trials, or if we are required to modify, suspend, terminate or repeat a clinical trial. If we are unable to conduct our clinical trials properly, we may never receive regulatory approval to market our product candidates. | 62 | | **Health care companies have been the subjects of federal and state investigations, and we could become subject to investigations in the future.** Both federal and state government agencies have heightened civil and criminal enforcement efforts. There are numerous ongoing investigations of health care companies, as well as their executives and managers. In addition, amendments to the federal FCA, including under healthcare reform legislation, have made it easier for private parties to bring *qui tam* (or whistleblower) lawsuits against companies under which the whistleblower may be entitled to receive a percentage of any money paid to the government. The FCA provides, in part, that an action can be brought against any person or entity that has knowingly presented, or caused to be presented, a false or fraudulent request for payment from the federal government, or who has made a false statement or used a false record to get a claim approved. The government has taken the position that claims presented in violation of the federal AKS, Stark Law or other healthcare-related laws, including laws enforced by the FDA, may be considered a violation of the FCA. Penalties include substantial fines for each false claim, plus three times the amount of damages that the federal government sustained because of the act of that person or entity and/or exclusion from the Medicare and Medicaid programs. In addition, a majority of states have adopted similar state whistleblower and false claims provisions. We are not aware of any government investigations involving any of our facilities or management. While we believe that we are in compliance with applicable governmental healthcare laws and regulations, any future investigations of our business or executives could cause us to incur substantial costs, and result in significant liabilities or penalties, as well as damage to our reputation. **It is uncertain to what extent the government, private health insurers and third-party payors will approve coverage or provide reimbursement for the therapies and products to which our services relate. Availability for such reimbursement may be further limited by reductions in Medicare, Medicaid and other federal healthcare program funding in the United States.** To the extent that health care providers cannot obtain coverage or reimbursement for our products and therapies, they may elect not to provide such products and therapies to their patients and, thus, may not need our services. Further, as cost containment pressures are increasing in the health care industry, government and private payors may adopt strategies designed to limit the amount of reimbursement paid to health care providers. Similarly, the trend toward managed health care and bundled pricing for health care services in the United States, could significantly influence the purchase of healthcare products and services, resulting in lower prices and reduced demand for our therapeutic products under development. We may directly or indirectly receive revenues from federal health care programs, such as Medicare. Federal health care programs are subject to changes in coverage and reimbursement rules and procedures, including retroactive rate adjustments. These contingencies could materially decrease the range of services covered by such programs or the reimbursement rates paid directly or indirectly for our products and services. To the extent that any health care reform favors the reimbursement of other therapies over our therapeutic products under development, such reform could affect our ability to sell our services, which may have a material adverse effect on our revenues. | 63 | | The limitation on reimbursement available from private and government payors may reduce the demand for, or the price of, our products and services, which could have a material adverse effect on our revenues. Additional legislation or regulation relating to the health care industry or third-party coverage and reimbursement may be enacted in the future which could adversely affect the revenues generated from the sale of our products and services. Furthermore, there has been a trend in recent years towards reductions in overall funding for Medicare, Medicaid and other federal health care programs. The reduced funding of governmental programs could have a negative impact on the demand for our services to the extent it relates to products and services which are reimbursed by government and private payors. **Unintended consequences of healthcare reform in the United States may adversely affect our business.** The healthcare industry is undergoing fundamental changes resulting from political, economic and regulatory influences. In the United States, the PPACA was signed into law in 2010 under the Obama administration. By implementing comprehensive reforms, the law seeks to, among other things, increase access to healthcare for the uninsured and control the escalation of healthcare expenditures within the economy. In addition, other legislative changes have been adopted since the PPACA was enacted. These changes include aggregate reductions in Medicare payments to providers of 2% per fiscal year, which went into effect in April 2013 and, following passage of the Bipartisan Budget Act of 2018, will remain in effect through 2030 unless additional Congressional action is taken. In January 2013, President Obama signed into law the American Taxpayer Relief Act of 2012, which, among other things, further reduced Medicare payments to several types of providers and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. Congress has since considered additional reductions in Medicare reimbursement for drugs and devices as part of legislation to reduce the budget deficit. Similar legislation could be enacted in the future. The Medicare regulations and interpretive determinations that determine how drugs, devices and services are covered and reimbursed also are subject to change. These laws, regulations, and interpretive determinations may result in additional reductions in Medicare and other health care funding, which could impact our business. In August 2022, President Biden signed the Inflation Reduction Act, or the IRA, which provides for (i) the government to set or negotiate prices for select high-cost Medicare Part D (beginning in 2026) and Medicare Part B drugs (beginning in 2028) that are more than nine years (for small-molecule drugs) or 13 years (for biological products) from their FDA approval, (ii) manufacturers to pay a rebate for Medicare Part B and Part D drugs when prices increase faster than inflation beginning in 2022 for Medicare Part D and 2023 for Medicare Part B drugs, and (iii) Medicare Part D redesign which replaces the current coverage gap provisions and establishes a $2,000 cap for out-of-pocket limits costs for Medicare beneficiaries beginning in 2025, with manufacturers being responsible for 10% of costs up to the $2,000 cap and 20% after that cap is reached. Implementation of the IRA is expected to be carried out through upcoming actions by regulatory authorities, the outcome of which is uncertain. | 64 | | Healthcare reform measures that may be adopted in the future, may result in more rigorous coverage criteria and decreased reimbursement. The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability or commercialize our product candidates. It is difficult to predict how enforcement initiatives under the PPACA, the IRA, and/or additional legislation or regulation enacted in the future may impact our business. If the PPACA, the IRA, and/or additional legislation or regulation enacted in the future cause such unintended consequences or indirect impact, they could have a material adverse effect on our business, financial condition and results of operations. **Competitor companies or hospitals in the EU may be able to take advantage of EU rules permitting sales of unlicensed medicines for individual patients to sell competing products without a marketing authorization.** The EU medicines rules allow individual member states to permit the supply of a medicinal product without a marketing authorization to fulfill special needs, where the product is supplied in response to a bona fide unsolicited order, formulated in accordance with the specifications of a healthcare professional and for use by an individual patient under his direct personal responsibility. This may, in certain countries, also apply to products manufactured in a country outside the EU and imported to treat specific patients or small groups of patients. In addition, advanced therapy medicinal products do not need a marketing authorization if they are prepared on a non-routine basis and are used within the same EU member state in a hospital in accordance with a medical prescription for an individual patient. These exemptions could allow our competitors to make sales in the EU without having obtained a marketing authorization and without undergoing the expense of clinical trials, especially if those competitors have cell processing facilities in the relevant EU member state. Similarly, certain hospitals may be able to compete with us on the basis of these rules. **Risks Related to Our Common Stock** **We pay no dividends.** We have never paid cash dividends in the past, and currently do not intend to pay any cash dividends in the foreseeable future. We intend to retain earnings, if any, to finance the development and expansion of our business. Our future dividend policy will be subject to the discretion of our Board of Directors and will be contingent upon future earnings, if any, our financial condition, capital requirements, general business conditions, and other factors. Therefore, we can give no assurance that any dividends of any kind will ever be paid to holders of our common stock. | 65 | | **There is no assurance that an active trading market for our common stock will be sustained.** Our common stock is listed on Nasdaq. However, no assurance can be given that an active market for our common stock will be sustained. In addition, although there have been market makers in our common stock, we cannot assure that these market makers will continue to make a market in our securities or that other factors outside of our control will not cause them to stop market making in our securities. Making a market in securities involves maintaining bid and ask quotations and being able to effect transactions in reasonable quantities at those quoted prices, subject to various securities laws and other regulatory requirements. Furthermore, the development and maintenance of a public trading market depends upon the existence of willing buyers and sellers, the presence of which is not within our control or that of any market maker. Market makers are not required to maintain a continuous two-sided market, are required to honor firm quotations for only a limited number of securities, and are free to withdraw firm quotations at any time. Even with a market maker, factors such as our past losses from operations and the small size of our company mean that there can be no assurance of an active and liquid market for our securities developing in the foreseeable future. Even if there is a market for our securities, we cannot assure that securityholders will be able to resell their securities at any price. See Risks Associated with Our Nasdaq Listing. **Stockholders who hold unregistered shares of our common stock are subject to resale restrictions pursuant to Rule 144 due to our former status as a shell company.** We previously were a shell company pursuant to Rule 144, promulgated under the Securities Act, or Rule 144, and, as such, sales of our securities pursuant to Rule 144 cannot be made unless, among other things, we continue to remain subject to Section 13 or 15(d) of the Exchange Act, and we file all of our required periodic reports with the SEC under the Exchange Act. Because our unregistered securities cannot be sold pursuant to Rule 144 unless we continue to meet such requirements, any unregistered securities we sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose, will have no liquidity unless we continue to comply with such requirements. As a result, it may be more difficult for us to obtain financing to fund our operations and pay our consultants and employees with our securities instead of cash. **We have incurred, and will continue to incur, increased costs as a result of being an SEC reporting company.** The Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, as well as a variety of related rules implemented by the SEC, have required changes in corporate governance practices and generally increased the disclosure requirements of public companies. As a reporting company, we incur significant legal, accounting and other expenses in connection with our public disclosure and other obligations. Based upon SEC regulations currently in effect, we are required to establish, evaluate and report on our internal control over financial reporting. We believe that compliance with the myriad of rules and regulations applicable to reporting companies and related compliance issues will continue to require a significant amount of time and attention from our management. **Material weaknesses in our internal control over financial reporting have caused and may cause us to fail to timely and accurately report our financial results or result in a material misstatement of our consolidated financial statements.** We identified control deficiencies in the design and operation of our internal control over financial reporting that constituted material weaknesses, as further described in Item 9A of this Annual Report (Controls and Procedures). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis. Our material weaknesses related to the following control deficiencies: | | Lack of adherence to formal policies and procedures; | | | 66 | | | | Lack of risk assessment procedures on internal controls to detect financial reporting risks on a timely manner; | | | | | | | | Lack of design and implementation of effective controls to achieve complete and accurate financial reporting and disclosures, including documented controls over the preparation and review of journal entries, account reconciliations and income taxes. | | The deficiencies described above resulted in a past misstatement and, if not remedied, could result in a misstatement of one or more account balances or disclosures in our annual or interim consolidated financial statements that would not be prevented or detected, and, accordingly, we determined that these control deficiencies constituted material weaknesses. To address our material weaknesses, we have engaged an external financial consulting firm to assist us with implementing enhancements and controls within our accounting systems, and further evolving our accounting and quarterly and annual close processes. We will not be able to remediate these control deficiencies until these steps have been completed and have been operating effectively for a sufficient period of time and Management has concluded, through testing, that the controls are operating effectively. The redesign and implementation of improvements to our accounting and proprietary systems and controls may be costly and time consuming and the cost to remediate may impair our results of operations in the future. If we fail to remediate our material weakness, identify future material weaknesses in our internal control over financial reporting or fail to meet the demands that have been placed upon us as a public company, including the requirements of the Sarbanes-Oxley Act, we may be unable to accurately report our financial results or report them within the timeframes required by law or stock exchange regulations. Failure to comply with Section 404 of the Sarbanes-Oxley Act could also potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. If additional material weaknesses exist or are discovered in the future, and we are unable to remediate any such material weakness, our reputation, results of operations and financial condition could suffer. **Our stock price may fluctuate significantly and be highly volatile and this may make it difficult for a securityholder to resell our securities at the volume, prices and times the securityholder finds attractive.** The market price of our common stock may be subject to significant fluctuations and be highly volatile, which may make it difficult for a securityholder to resell our securities at the volume, prices and times the securityholder finds attractive. There are many factors that will impact our stock price and trading volume, including, but not limited to, the factors listed above under Risks Related to Our Business Generally, Risks Related to Our Cell Therapy Product Development Efforts, Risks Related to Our Intellectual Property, Risks Related to Government Regulation, Risks Related to Our Common Stock and Risks Associated with Our Nasdaq Listing. | 67 | | Stock markets, in general, experience significant price and volume volatility, and the market price of our securities may continue to be subject to such market fluctuations that may be unrelated to our operating performance and prospects. Increased market volatility and fluctuations could result in a substantial decline in the market price of our securities. **There may be significant future issuances or resales of our common stock which may materially and adversely dilute stockholders ownership interest and affect the market price of our securities.** We currently have authorization to issue up to 75,000,000 shares of common stock of which, as of March 23, 2026, 25,478,170 shares were issued and outstanding. Until May 2026, we will be restricted from issuing additional shares of our common stock in the future, including securities convertible into, or exchangeable or exercisable for, shares of our common stock, subject to certain exceptions. Beginning in May 2026, we will no longer be so restricted. Pursuant to our November 2021 public offering of securities, we issued warrants for the purchase of an aggregate of 2,645,000 shares of common stock (of which warrants for the purchase of an aggregate of 1,675,000 shares of common stock have been exercised and warrants for the purchase of 970,000 shares of common stock remain outstanding) as well as underwriter warrants for the purchase of 235,970 shares of common stock. We have an effective registration statement on Form S-3 under the Securities Act registering the issuance of such shares. The shares issuable pursuant to the registration statement on Form S-3 will be freely tradable in the public market, except for shares held by affiliates. In addition, in connection with the public offering and pursuant to exchange agreements entered into with holders of convertible notes and warrants, we issued an aggregate of 313,789 shares of common stock and warrants for the purchase of an aggregate of 1,856,938 shares of common stock (of which warrants for the purchase of an aggregate of 1,676,580 shares of common stock have been exercised). The shares of common stock issued to such holders are eligible for resale in the open market (subject to Rule 144 volume limitations applicable to affiliates), potentially causing sales in the market to increase and our stock price to decline. We have registered the resale of the shares of common stock issuable upon exercise of such warrants. In addition, in February 2024, in connection with certain warrant exercises, we issued warrants for the purchase of an aggregate of 2,513,686 shares of common stock. We have registered the resale of the shares of common stock underlying such warrants. We also have effective registration statements on Form S-8 under the Securities Act registering an aggregate of 9,850,000 shares of our common stock issuable under our 2021 Stock Incentive Plan, or the 2021 Plan (of which 349,046 shares have been issued). As of March 23, 2026, options to purchase 5,229,325 shares of our common stock were outstanding under the 2021 Plan and 4,271,629 shares of our common stock were available for grant under the 2021 Plan. The shares issued and issuable pursuant to the registration statements on Form S-8 will be freely tradable in the public market, except for shares held by affiliates. We may include a resale prospectus in a registration statement on Form S-8 with regard to the 2021 Plan covering the resale of the shares issuable to Messrs. Alstodt and Silva (and other affiliates) upon their exercise of options held by them and shares issued to them upon the vesting of restricted stock units, or RSUs, issued to them. The resale of such shares will be currently subject to the volume limitations imposed by Rule 144. | 68 | | We also have an effective registration statement on Form S-1 with regard to the resale of up to 508,592 shares of our common stock issuable upon the exercise of warrants. Pursuant to our February 2026 public offering of securities, we issued warrants for the purchase of an aggregate of 14,285,715 shares of common stock, pre-funded warrants for the purchase of an aggregate of 1,725,000 shares of common stock (all of which have been exercised) and placement agent warrants for the purchase of 1,000,000 shares of common stock. We have an effective registration statement on Form S-1 under the Securities Act registering the issuance of such shares. The shares issuable pursuant to the registration statement on Form S-1 will be freely tradable in the public market, except for shares held by affiliates. As of March 23, 2026, there were outstanding in the aggregate (i) warrants to purchase up to 19,780,753 shares of our common stock at a weighted average exercise price of $1.39 per share; and (ii) options to purchase up to 5,229,325 shares of our common stock at a weighted average exercise price of $2.58 per share. The issuance of shares of common stock upon the exercise of the above warrants and options would dilute the ownership of our stockholders. The sale of a substantial number of shares of our common stock or securities convertible into, or exchangeable or exercisable for, shares of our common stock, whether directly by us in future offerings or by our existing securityholders in the secondary market, the perception that such issuances or resales could occur or the availability for future issuances or resale of shares of our common stock or securities convertible into, or exchangeable or exercisable for, shares of our common stock could materially and adversely affect the market price of our securities and our ability to raise capital through future offerings of equity or equity-related securities on attractive terms or at all. In addition, our Board of Directors is authorized to designate and issue 18,456,842 shares of preferred stock without further stockholder approval, containing such rights and preferences as our Board of Directors shall determine. We may also issue other equity and equity-related securities that are senior to our common stock in the future for a number of reasons, including, without limitation, to support operations and growth, and to comply with any future changes in regulatory standards. **Our common stock is classified as a penny stock; the restrictions of the penny stock regulations of the SEC may result in less liquidity for our common stock.** The SEC has adopted regulations which define a penny stock to be any equity security that has a market price (as therein defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Unless exempt, the rules require the delivery, prior to any transaction involving a penny stock by a retail customer, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about commissions payable to both the broker/dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The market price for shares of our common stock is currently below $5.00 and we do not satisfy any of the exceptions to the SECs definition of penny stock. Accordingly, our common stock is currently classified as a penny stock. As a result of the penny stock restrictions, brokers or potential investors may be reluctant to trade in our securities, which may result in less liquidity for our shares. | 69 | | **Anti-takeover provisions and the regulations to which we may be subject may make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to our securityholders.** We are incorporated in Nevada. Anti-takeover provisions in Nevada law and our articles of incorporation and bylaws could make it more difficult for a third party to acquire control of us and may prevent stockholders from receiving a premium for their securities. Our certificate of incorporation provides that our Board of Directors may issue up to 20,000,000 shares of preferred stock (less the 1,398,158 shares of preferred stock previously issued), in one or more series, without stockholder approval and with such terms, preferences, rights and privileges as the Board of Directors may deem appropriate. No shares of preferred stock are currently issued and outstanding. These provisions and other factors may hinder or prevent a change in control, even if the change in control would be perceived as beneficial to, or sought by, our other stockholders. **Risks Associated with Our Nasdaq Listing** **We cannot assure you that we will be able to comply with the minimum bid price requirement of Nasdaq**. Although the market price of our common stock satisfied the initial listing minimum bid price requirement for Nasdaq, there can be no assurance that the market price of our common stock will increase to, or remain at, the $1.00 per share level required for continuing compliance with that requirement. There are many factors, such as negative financial or operational results, that could adversely affect the market price of our common stock and jeopardize our ability to maintain Nasdaqs minimum bid price requirement. On March 23, 2026, the last reported sale price of our common stock was $0.33 per share. **The market price of our common stock may not attract new investors, including institutional investors, and may not satisfy the investing requirements of those investors. Consequently, the trading liquidity of our common stock may not improve**. Although we believe that our Nasdaq listing has helped generate greater and broader investor interest, including institutional investors, there can be no assurances in that regard. In addition, there can be no assurance that the market price of our common stock will satisfy the investing requirements of those investors. As a result, the trading liquidity of our common stock may not necessarily improve. **Our failure to meet the continued listing standards of Nasdaq could result in a delisting of our common stock.** On March 26, 2026, we received a notice from Nasdaq notifying us that, because the closing bid price for our shares of common stock was less than $1.00 per share for 30 consecutive business days, we were no longer in compliance with the minimum bid price requirement for continued listing on Nasdaq. Rule 5550(a)(2) of Nasdaqs Marketplace Rules, or the Nasdaq Rules, requires listed securities to maintain a minimum bid price of $1.00 per share, and Rule 5810(c)(3)(A) of the Nasdaq Rules provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Pursuant to Rule 5810(c)(3)(A) of the Nasdaq Rules, we have been provided an initial compliance period of 180 calendar days, or until September 22, 2026, to regain compliance with the minimum bid price requirement. If we do not regain compliance with the minimum bid price requirement by September 22, 2026, we may be afforded a second 180 calendar day grace period. To qualify, we would be required to meet the continued listing requirements for market value of publicly held shares and all other standards for initial listing on the Nasdaq Capital Market, with the exception of the minimum bid price requirement. In addition, we would be required to provide written notice of our intention to cure the minimum bid price deficiency during this second 180-day compliance period by effecting a reverse stock split, if necessary. If it appears to the staff of Nasdaq that we will not be able to cure the deficiency in connection with the minimum bid price requirement, or if we are otherwise not eligible for the additional compliance period, and we do not regain compliance by September 22, 2026 for the minimum bid price requirement, Nasdaq will provide written notification to us that our shares of common stock are subject to delisting. At that time, we may appeal the delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Rules. Delisting from the Nasdaq Capital Market may adversely affect our ability to raise additional financing through the public or private sale of equity securities, may significantly affect the ability of investors to trade our securities and may negatively affect the value and liquidity of our common stock. Delisting also could have other negative results, including the potential loss of institutional investors or interest in business development opportunities. | ITEM 1B. | UNRESOLVED STAFF COMMENTS. | | Not applicable. | ITEM 1C. | CYBERSECURITY. | | We recognize the critical importance of cybersecurity in safeguarding sensitive information, maintaining operational resilience, and protecting stakeholders interests. | 70 | | **Information Technology and Cybersecurity Governance** Our corporate IT infrastructure, communication networks, and related systems are essential operational components. These systems manage product development, internal and external communications, accounting functions, data storage, and other critical operations. Our business depends on secure handling of proprietary, confidential, and sensitive data. Our Chief Financial Officer oversees information security efforts in conjunction with a third-party IT services company and reports material cybersecurity matters to the Chief Executive Officer and Board of Directors. **Risk Management and Strategy** We recognize the importance of assessing, identifying, and managing cybersecurity risks. These include operational vulnerabilities, intellectual property theft, fraud, extortion, potential harm to stakeholders, regulatory compliance issues, and associated legal, financial, and reputational consequences. In partnership with external consultants, we maintain comprehensive information security processes to identify and mitigate material cybersecurity risks. Our protective measures include: | | Technical, physical, and organizational safeguards | | | | Disaster recovery and business continuity planning | | | | Data encryption and network security controls | | | | Access restrictions and physical security measures | | | | Comprehensive asset management | | | | Continuous systems monitoring | | | | Employee security training | | Our assessment to date shows that cybersecurity incidents and vulnerabilities have not materially impacted our business operations, financial performance, or strategic direction. Our ongoing monitoring and evaluation have not identified any cybersecurity risks that are expected to significantly affect our operational capabilities, financial condition, or business objectives in the foreseeable future. | ITEM 2. | PROPERTIES. | | Our principal executive offices and laboratory are located at 40 Marcus Drive, Suite One, Melville, New York. We occupy 6,800 square feet of space at the premises pursuant to a lease that expired in December 2024. The lease provided for a current annual base rental of $173,060. We currently occupy the premises on a month-to-month basis at a monthly rental of $14,422 and are negotiating an extension of the term of the lease. Our premises are suitable and adequate for our current operations. | ITEM 3. | LEGAL PROCEEDINGS. | | None. | ITEM 4. | MINE SAFETY DISCLOSURES. | | Not applicable. | 71 | | **** **PART II** | ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. | | **Market Information** Transactions in our common stock are currently reported under the symbol BRTX on the Nasdaq Capital Market. **Holders** As of March 23, 2026, there were 343 record holders of our shares of common stock. **Dividends** Not applicable. **Recent Sales of Unregistered Securities** | | | | | | Warrants | | | | | | | | | | Date Issued | | Common Stock | | | Shares | | | Exercise Price | | | Term (Years) | | | Purchaser(s) | | | Consideration (1) | | | | 10/8/25 | | | - | | | | 508,592 | | | $ | 2.75 | | | | 5 | | | | (2 | ) | | $ | 361,409 | (3) | | | 10/8/25 | | | - | | | | 35,062 | | | $ | 2.75 | | | | 5 | | | | (4 | ) | | $ | 38,761 | (5) | | (1) The value of the non-cash consideration was estimated to be the fair value of our restricted common stock. Since our shares are thinly traded in the open market, the fair value of our equity instruments was estimated by management based on observations of the cash sales prices of both restricted shares and freely tradable shares. (2) Accredited investor. (3) The warrants were issued pursuant to a private placement concurrently with the sale of an aggregate of 678,125 shares of common stock in a registered direct offering for aggregate gross proceeds of approximately $1.1 million. (4) Placement Agent. (5) Issued as compensation to the placement agent in connection with the sale of common stock and warrants. **Issuer Purchases of Equity Securities** None. | ITEM 6. | [RESERVED] | | | 72 | | | ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. | | The following discussion and analysis of the consolidated results of operations and financial condition of BioRestorative Therapies, Inc. as of December 31, 2025 and 2024 and for the years ended December 31, 2025 and 2024 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Annual Report following Item 16 (Form 10-K Summary). References in this Managements Discussion and Analysis of Financial Condition and Results of Operations to us, we, our, and similar terms refer to BioRestorative Therapies, Inc. This Annual Report contains forward-looking statements as that term is defined in the federal securities laws. The events described in forward-looking statements contained in this Annual Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions that may be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words may, will, expect, believe, anticipate, project, plan, intend, estimate, and continue, and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Reference is made to Item 1A of this Annual Report (Risk Factors) for a discussion of some of the uncertainties, risks and assumptions associated with these statements. **Overview** We develop therapeutic products and medical therapies using cell and tissue protocols, primarily involving adult stem cells. We are currently pursuing our *Disc/Spine Program* with our initial investigational therapeutic product being called *BRTX-100*. In March 2022, a United States patent issued in our *Disc/Spine Program*. We are conducting a Phase 2 clinical trial investigating the use of *BRTX-100* in the treatment of chronic lower back pain arising from degenerative disc disease. We have obtained an exclusive license to use technology for investigational adult stem cell treatment of disc and spine conditions, including protruding and bulging lumbar discs. The technology is an advanced stem cell injection procedure that may offer relief from lower back pain, buttock and leg pain, and numbness and tingling in the leg and foot. We are also developing our *ThermoStem Program*. This pre-clinical program involves the use of brown adipose (fat) in connection with the cell-based treatment of type 2 diabetes and obesity as well as hypertension, other metabolic disorders and cardiac deficiencies. United States patents related to the *ThermoStem Program* were issued in September 2015, January 2019, March 2020, March 2021, July 2021, June 2023 and December 2023; Australian patents related to the *ThermoStem Program* were issued in April 2017, October 2019 and August 2021; Japanese patents related to the *ThermoStem Program* were issued in December 2017, June 2021, February 2022 June 2023, July 2024 and September 2025; Israeli patents related to our *ThermoStem Program* were issued in October 2019, May 2020, March 2022 and March 2025; and European patents related to the *ThermoStem Program*were issued in April 2020, January 2021, July 2023 and March 2025. | 73 | | We operate a commercial biocosmeceutical platform. Our current commercial product, formulated and manufactured using our cGMP ISO-7 certified clean room, is a cell-based secretome containing exosomes, proteins and growth factors. This proprietary biologic serum has been specifically engineered by us to reduce the appearance of fine lines and wrinkles and bring forth other areas of cosmetic effectiveness. Moving forward, we also intend to explore the potential of expanding our commercial offering to include a broader family of cell-based biologic aesthetic products and therapeutics via IND-enabling studies, with the aim of pioneering FDA approvals in the emerging biocosmeceuticals space. We have also licensed a patented curved needle device that is a needle system designed to deliver cells and/or other therapeutic products or materials to the spine and discs or other potential sites. We anticipate that FDA approval or clearance will be necessary for this device prior to commercialization. We do not intend to utilize this device in connection with our Phase 2 clinical trial with regard to *BRTX-100*. Our offices are located in Melville, New York where we have established a laboratory facility in order to increase our capabilities for the further development of possible cellular-based treatments, products and protocols, stem cell-related intellectual property and translational research applications. As of December 31, 2025, our accumulated deficit was $169,920,690. We have historically only generated a modest amount of revenue, and our losses have principally been operating expenses incurred in research and development, marketing and promotional activities in order to commercialize our products and services, plus costs associated with meeting the requirements of being a public company. We expect to continue to incur substantial costs for these activities over at least the next year. In November 2024, we entered into an At The Market Offering Agreement with Rodman & Renshaw, LLC, or Rodman, under which we had the ability to issue and sell shares of our common stock, from time to time, through Rodman, up to an aggregate offering price of approximately $3,614,000 in an ATM program. During the year ended December 31, 2025, we sold 965,424 shares of our common stock under the ATM program with Rodman at a weighted-average gross price of approximately $2.08 per share and raised approximately $2.0 million of gross proceeds. We received net proceeds of approximately $1.8 million. We currently may not sell any shares of common stock under the ATM program with Rodman. In October 2025, we sold 678,125 shares of our common stock in a registered direct offering. We received net proceeds of approximately $0.9 million from the offering. In February 2026, we sold 12,560,715 shares of our common stock, pre-funded warrants to purchase 1,725,000 shares of our common stock (which have been exercised in full) and warrants for the purchase of 14,285,715 shares of our common stock in a public offering. We received net proceeds of approximately $4.5 million from the offering. | 74 | | For the year ended December 31, 2025, we had a net loss of $14.2 million and negative cash flows from operations of $10.8 million and, as of December 31, 2025, we had a working capital deficit of $0.6 million. We anticipate that we will continue to incur net losses and negative cash flows from operations as we execute our development plans for 2026 and beyond, as well as other potential strategic and business development initiatives. These conditions raise substantial doubt about our ability to continue as a going concern for at least twelve months after the issuance date of the financial statements included in this Annual Report. We will require significant additional funding to complete our clinical trials using *BRTX-100.*We will require a substantial amount of additional funding to implement our other programs as discussed in this Annual Report under the caption Item 1 (Business), including our metabolic *ThermoStem Program*, and fund general operations. No assurance can be given that the amount of funding that we anticipate may be required for such purposes is correct or that we will be able to accomplish our goals within the timeframes projected. In addition, no assurance can be given that we will be able to obtain any required financing on commercially reasonable terms or otherwise. **Consolidated Results of Operations** **Year Ended December 31, 2025 Compared with Year Ended December 31, 2024** The following table presents selected items in our consolidated statements of operations for the years ended December 31, 2025 and 2024, respectively: | | | For the Years Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Revenues | | $ | 359,700 | | | $ | 401,000 | | | | Cost of goods sold | | | 23,844 | | | | 28,072 | | | | Gross profit | | | 335,856 | | | | 372,928 | | | | | | | | | | | | | | | Operating Expenses: | | | | | | | | | | | Research and development | | | 10,094,671 | | | | 6,706,913 | | | | General and administrative | | | 5,888,317 | | | | 5,221,209 | | | | Total Operating Expenses | | | 15,982,988 | | | | 11,928,122 | | | | Loss From Operations | | | (15,647,132 | ) | | | (11,555,194 | ) | | | | | | | | | | | | | | Other Income (Expense): | | | | | | | | | | | Interest income, net | | | 266,207 | | | | 616,077 | | | | Other income | | | 17,448 | | | | 150,850 | | | | Gain on exchange of warrants | | | - | | | | 1,711,698 | | | | Change in fair value of warrant liabilities | | | 1,121,502 | | | | 97,188 | | | | Total Other Income | | | 1,405,157 | | | | 2,575,813 | | | | Net Loss | | $ | (14,241,975 | ) | | $ | (8,979,381 | ) | | | 75 | | **Revenues** For the years ended December 31, 2025 and 2024, we generated $59,700 and $101,000, respectively, of royalty revenue in connection with our sublicense agreement with the stem cell treatment company. The decrease was primarily due to a decrease in disc procedures. For each of the years ended December 31, 2025 and 2024, we generated $300,000 of cosmetic product sales revenue in connection with our supply agreement with Cartessa Aesthetics, LLC. **Research and development** Research and development expenses include cash and non-cash compensation of (a) our Vice President of Research and Development; (b) our Scientific Advisory Board members; and (c) laboratory staff and costs related to our brown fat and disc/spine initiatives. Research and development expenses are expensed as they are incurred. For the year ended December 31, 2025, research and development expenses increased by $3,387,758, or 51%, to $10,094,671 compared to $6,706,913 for the year ended December 31, 2024. The increase was primarily the result of an increase in recruitment and other costs for our Phase 2 clinical trial of $2,682,474, an increase of general lab supplies expense of $485,166, and an increase in stock-based compensation expense of $165,849, partially offset by a decrease in bonus expense of $33,996 and a decrease in headcount costs of $9,851. We expect that our research and development expenses will continue to increase with the continuation of the aforementioned initiatives. **General and administrative** General and administrative expenses consist primarily of salaries, bonuses, payroll taxes and stock-based compensation to employees (excluding any cash or non-cash compensation of our Vice President of Research and Development and our laboratory staff), as well as corporate expenses such as legal and professional fees, investor relations and occupancy related expenses. For the year ended December 31, 2025, general and administrative expenses increased by $667,108, or 13%, to $5,888,317 from $5,221,209 for the year ended December 31, 2024. The increase was primarily driven by an increase in stock-based compensation expense of $347,212, an increase in headcount costs of $212,274, an increase in consulting expense of $130,453, and an increase in professional fees of $31,241. We expect that our general and administrative expenses related to operations will continue to increase as we expand our staff, develop our infrastructure and incur additional costs to support the growth of our business. **Interest income, net** For the year ended December 31, 2025, interest income, net of interest expense decreased $349,870, or 57%, to $266,207 from $616,077 for the year ended December 31, 2024. The change was primarily due to a decrease in interest income from the investments held in marketable securities due to a lower average balance of the marketable securities during 2025 as compared to 2024. | 76 | | **Other income** **** For the year ended December 31, 2025, other income decreased $133,402, or 88%, to $17,448 from $150,850 for the year ended December 31, 2024. The change was primarily due to a one-time payment received in the 2024 period in connection with the development of our biocosmeceuticals product line. **Gain on Exchange of Warrants** **** For the year ended December 31, 2024, we recognized a gain on exchange of warrants of $1,711,698 related to the issuance of warrants and common stock in exchange for the cancellation of existing warrants. There was no gain on exchange of warrants for the year ended December 31, 2025. **Change in fair value of warrant liabilities** **** For the year ended December 31, 2025, we recognized a gain on the change in fair value of warrant liabilities of $1,121,502 related to the reduction in the fair value of the warrants that are accounted for as warrant liabilities. For the year ended December 31, 2024, we recognized a gain on the change in fair value of warrant liabilities of $97,188 related to the reduction in the fair value of the warrants that are accounted for as warrant liabilities. **Liquidity and Capital Resources** **Liquidity** We measure our liquidity in a number of ways, including the following: | | | December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Cash and cash equivalents | | $ | 1,511,188 | | | $ | 547,890 | | | | Investments held in marketable securities | | $ | 1,441,734 | | | $ | 10,184,701 | | | | Working capital (deficit) | | $ | (586,029 | ) | | $ | 7,395,815 | | | | 77 | | Working capital decreased by $7,981,844 primarily due to $10,788,963 of cash used to fund our operations and a $8,742,967 decrease in marketable securities, offset by $8,897,470 of cash provided by investing activities and $2,854,791 of cash provided by financing activities. **Availability of Additional Funds** For the year ended December 31, 2025, we had a net loss of $14.2 million and negative cash flows from operations of $10.8 million and, as of December 31, 2025, we had a working capital deficit of $0.6 million. We anticipate that we will continue to incur net losses and negative cash flows from operations as we execute our development plans for 2026 and beyond, as well as other potential strategic and business development initiatives. Based on these conditions, we believe we do not have sufficient cash for at least twelve months after the issuance date of the financial statements included in this Annual Report which raises substantial doubt about our ability to continue as a going concern. Our operating needs include the planned costs to operate our business, including amounts required to fund our clinical trials, working capital and capital expenditures. Our future capital requirements and the adequacy of our available funds will depend on many factors, including our ability to successfully commercialize our products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement our product and service offerings. We may be unable to raise sufficient additional capital when we need it or raise capital on favorable terms. Future financing may require us to pledge certain assets and enter into covenants that could restrict certain business activities or our ability to incur further indebtedness and may contain other terms that are not favorable to our stockholders or us. If we are unable to obtain adequate funds on reasonable terms, we may be required to significantly curtail or discontinue operations or obtain funds by entering into financing agreements on unattractive terms. **Public Offerings** In October 2025, we sold 678,125 shares of our common stock in a registered direct offering. We received net proceeds of approximately $0.9 million from the offering. In February 2026, we sold 12,560,715 shares of our common stock, pre-funded warrants to purchase 1,725,000 shares of our common stock (all of which have been exercised) and warrants for the purchase of 14,285,715 shares of our common stock in a public offering. We received net proceeds of approximately $4.5 million from the offering. **** **** | 78 | | **** **Cash Flows** During the years ended December 31, 2025 and 2024, our sources and uses of cash were as follows: | | | Year Ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Net Cash Used In Operating Activities | | $ | (10,788,963 | ) | | $ | (8,230,346 | ) | | | Net Cash Provided By Investing Activities | | $ | 8,897,470 | | | $ | 514,529 | | | | Net Cash Provided By Financing Activities | | $ | 2,854,791 | | | $ | 7,379,330 | | | | Net Increase (Decrease) in Cash | | $ | 963,298 | | | $ | (336,487 | ) | | **Net Cash Used in Operating Activities** Net cash used in operating activities was $10,788,963 for the year ended December 31, 2025, primarily due to cash used to fund the net loss of $14,241,975, partially offset by net non-cash expenses of $2,143,536 and $1,309,476 of cash provided by changes in our operating assets and liabilities. Net cash used in operating activities was $8,230,346 for the year ended December 31, 2024, primarily due to cash used to fund the net loss of $8,979,381 partially offset by net non-cash expenses of $720,382 and $28,653 of cash provided by changes in operating assets and liabilities. **** **Net Cash Provided by Investing Activities** Net cash provided by investing activities was $8,897,470 for the year ended December 31, 2025 primarily due to the sale of marketable securities which provided $11,692,686 of cash, offset by the purchase of marketable securities which used $2,679,147 of cash and purchases of equipment which used $116,069 of cash. Net cash provided by investing activities was $514,529 for the year ended December 31, 2024 primarily due to the sale of marketable securities which provided $21,508,641 of cash, offset by the purchase of marketable securities which used $20,887,923 of cash and purchases of equipment which used $106,189 of cash. **Net Cash Provided by Financing Activities** Net cash provided by financing activities was $2,854,791 for the year ended December 31, 2025 due to net proceeds of $2,918,297 received in connection with the issuance of common stock pursuant to the 2024 ATM offering and an October 2025 registered direct offering and $41,165 due to the exercise of stock options, partially offset by the payment of deferred offering costs of $99,973 and repayment of financed insurance premiums of $4,698, compared to $7,379,330 net cash provided by financing activities for the year ended December 31, 2024 due to net proceeds of $7,528,027 received in connection with the exercise and issuance of warrants, partially offset by the payment of deferred offering costs of $148,697. **** **Effects of Inflation** We do not believe that inflation had a material impact on our business, revenues or operating results during the periods presented. | 79 | | **Critical Accounting Estimates** We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles, or GAAP, which require our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis. We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or the use of different estimates that we reasonably could have used in the current period would have a material impact on our financial condition or results of operations. There are items within our financial statements that require estimation but are not deemed critical, as defined above. **** **Recently Issued Accounting Pronouncements** See Note 2 to our consolidated financial statements for the years ended December 31, 2025 and 2024 included elsewhere in this Annual Report following Item 16 (Form 10-K Summary). **Off-Balance Sheet Arrangements** We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. | ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. | | Not applicable. | ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. | | The financial statements required by this Item 8 of this Annual Report are included in this Annual Report following Item 16 (Form 10-K Summary). As a smaller reporting company, we are not required to provide supplementary financial information. | ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. | | None. | 80 | | | ITEM 9A. | CONTROLS AND PROCEDURES. | | **Evaluation of Disclosure Controls and Procedures** We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we are required to perform an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Exchange Act, as of December 31, 2025. Management has completed such evaluation and has concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is appropriate to allow timely decisions regarding required disclosures. As a result of the material weakness in internal controls over financial reporting described below, we concluded that our disclosure controls and procedures as of December 31, 2025 were not effective. **Managements Annual Report on Internal Control Over Financial Reporting** Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of our principal executive officer and principal financial officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. | 81 | | **Material Weaknesses in Internal Control over Financial Reporting** Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the framework established in Internal ControlIntegrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that our internal control over financial reporting as of December 31, 2025 was not effective. A material weakness, as defined in the standards established by the Sarbanes-Oxley is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The ineffectiveness of our internal control over financial reporting was due to the following material weaknesses: | | Lack of adherence to formal policies and procedures; | | | | | | | | Lack of risk assessment procedures on internal controls to detect financial reporting risks in a timely manner; | | | | | | | | Lack of design and implementation of effective controls to achieve complete and accurate financial reporting and disclosures, including documented controls over the preparation and review of journal entries, account reconciliations and income taxes. | | **Managements Plan to Remediate the Material Weaknesses** Management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weaknesses are remediated, such that these controls are designed, implemented, and are operating effectively. The remediation actions include: | | Management personnel, including our Chief Financial Officer, are overseeing the financial reporting process and implementation of enhanced controls and governance; | | | | | | | | Engagement of external financial consulting firm with expertise in accounting for significant and complex non-routine transactions to continue to enhance financial reporting, financial operations and internal controls; and | | | | | | | | Documentation of key procedures and controls using a risk-based approach. | | Management is committed to maintaining a strong internal controls environment and implementing measures designed to help ensure that control deficiencies contributing to the material weakness are remediated as soon as possible. We have documented key procedures and controls using a risk-based approach and have, therefore, made progress toward remediation. We continue to implement our remediation plan, which includes continued engagement of an external financial consulting firm to enhance financial reporting and operations as well as design and implementation of controls. We will consider the material weakness remediated after the applicable controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are operating effectively. | 82 | | We will continue to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and we are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission, or the SEC, that exempt smaller reporting companies from this requirement. **Changes in Internal Control Over Financial Reporting** Other than described above, there have been no changes in our internal control over financial reporting that occurred during our fourth quarter of 2025 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. | ITEM 9B. | OTHER INFORMATION. | | **Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing***.* On March 26, 2026, we received a notice from Nasdaq indicating that we have failed to comply with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2). Nasdaq Listing Rule 5550(a)(2) requires that companies listed on Nasdaq maintain a minimum closing bid price of at least $1.00 per share. Under Nasdaq Listing Rule 5810(c)(3)(A), we have a 180 calendar day grace period, or until September 22, 2026, to regain compliance by meeting the continued listing standard. The continued listing standard will be met if our common stock has a minimum closing bid price of at least $1.00 per share for a minimum of ten consecutive business days during the 180 calendar day grace period. If we are not in compliance by September 22, 2026, we may be afforded a second 180 calendar day period to regain compliance. To qualify, we would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, except for the minimum bid price requirement. In addition, we would be required to notify Nasdaq of our intention to cure the minimum bid price deficiency during the second compliance period by effecting a reverse stock split, if necessary. If we do not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that our common stock will be subject to delisting. At that time, we may appeal the Nasdaq Staffs determination to a Nasdaq Hearings Panel. We intend to monitor the closing bid price of our common stock and consider our available options to resolve the noncompliance with the minimum bid price requirement, including effecting a reverse split of our common stock. There can be no assurance that we will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with the other Nasdaq listing criteria. | ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. | | Not applicable. | 83 | | **** **PART III** | ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. | | **Directors and Executive Officers** Information regarding our directors and executive officers is set forth below. Each of our officers devotes his full business time in providing services on our behalf. | Name | | Age | | Positions Held | | | Lance Alstodt | | 55 | | Chief Executive Officer, President and Chairman of the Board | | | Francisco Silva | | 51 | | Vice President of Research and Development, Secretary and Director | | | Robert E. Kristal | | 59 | | Chief Financial Officer | | | Nickolay Kukekov, Ph.D. | | 52 | | Director, Compensation Committee Chair | | | Patrick F. Williams | | 53 | | Director, Audit Committee Chair | | | David Rosa | | 62 | | Director, Nominating Committee Chair | | **Lance Alstodt** Lance Alstodt has served as our Chief Executive Officer, President and Chairman of the Board since November 2020. He served as our Executive Vice President and Chief Strategy Officer from October 2018 to February 2020. Since 2013, Mr. Alstodt has served as Chief Executive Officer of MedVest Consulting Corporation, an advisory and capital firm that focuses exclusively on the healthcare industry. Prior to MedVest, he was an investment banker with over 23 years of experience with respect to healthcare investment banking, including mergers and acquisitions. From 2011 to 2013, Mr. Alstodt was a Managing Director at Leerink Partners where he helped lead its medical technology sector. From 2009 to 2011, he was a Managing Director and Head of Medical Technology at Oppenheimer & Co. From 2000 to 2009, Mr. Alstodt was a Managing Director in the Healthcare Group and Global Mergers and Acquisitions Group at Bank of America Merrill Lynch. He previously spent seven years as a Vice President in the Global Mergers and Acquisitions Group at J.P. Morgan Chase, where he worked extensively on acquisitions, leveraged buyouts, private and public financings, exclusive sales and general advisory assignments. Mr. Alstodt received a degree in Economics from the State University of New York at Albany, with a secondary concentration in Finance and Marketing. We believe that Mr. Alstodts executive-level management experience with us and other healthcare businesses and his extensive experience in the investment banking field relating to the healthcare sector give him the qualifications to serve as one of our directors. **Francisco Silva** Francisco Silva has served as our Vice President of Research and Development since March 2013, having also previously served in such position from April 2011 until March 2012. Mr. Silva was elected our Secretary and a director in November 2020. He served as our Research Scientist from March 2012 to June 2012 and as our Chief Scientist from June 2012 to March 2013. From 2007 to 2011, Mr. Silva served as Chief Executive Officer of DV Biologics LLC, and as President of DaVinci Biosciences, LLC, companies engaged in the commercialization of human based biologics for both research and therapeutic applications. From 2003 to 2007, Mr. Silva served as Vice President of Research and Development for PrimeGen Biotech LLC, a company engaged in the development of cell based platforms. From 2002 to 2003, he was a Research Scientist with PrimeGen Biotech and was responsible for the development of experimental designs that focused on germ line reprogramming stem cell platforms. Mr. Silva has taught courses in biology, anatomy and advanced tissue culture at California State Polytechnic University. He has obtained a number of patents relating to stem cells and has had numerous articles published with regard to stem cell research. Mr. Silva graduated from California State Polytechnic University with a degree in Biology. He also obtained a Graduate Presidential Fellowship and MBRS Fellowship from California State Polytechnic University. We believe that Mr. Silvas executive-level management experience with us since April 2011 and his extensive knowledge of the science related to our business give him the qualifications to serve as one of our directors. | 84 | | **Robert E. Kristal** Robert E. Kristal has served as our Chief Financial Officer since November 2021. Mr. Kristal is an experienced Wall Street and Bay Street professional who has served in various management roles within multiple business lines of investment banks. From 2016 to 2020, he was Head of Equity Research at H.C. Wainwright. Mr. Kristal provided investment banking and merchant banking services from 2013 to 2016 at H.C. Wainwright and T.R. Winston. He is a Charted Financial Analyst. Mr. Kristal received a Bachelor of Arts degree in Economics from Wilfrid Laurier University and a Bachelor of Commerce (Honors) degree in Finance from the University of Windsor. **Nickolay Kukekov, Ph.D.** Nickolay Kukekov, Ph.D. has served as one of our directors since March 2021 and Chair of our Boards Compensation Committee since November 2021. For more than the past fifteen years, Dr. Kukekov has held a number of healthcare investment banking positions. He has served as Senior Managing Director of Paulson Investment Company, LLC since 2020. From 2012 to 2020, Dr. Kukekov was a founding partner of Highline Research Advisors LLC. He served as a Managing Director of Summer Street Research Partners from 2010 to 2012. From 2007 to 2009, Dr. Kukekov was a Managing Director of Paramount Capital. He served as a Vice President of Rodman & Renshaw from 2006 to 2007. He serves as a director of Brain Scientific, Inc. and Omnia Wellness Inc. whose shares are publicly traded. Dr. Kukekov received a Bachelor of Arts degree in molecular, cellular and developmental biology from the University of Colorado at Boulder and a Ph.D. in neuroscience from Columbia University College of Physicians and Surgeons. We believe that Dr. Kukekovs extensive experience in the investment banking field relating to the healthcare sector and his strong background in regenerative medicine give him the qualifications to serve as one of our directors. **Patrick F. Williams** Patrick F. Williams has served as one of our directors and Chair of our Boards Audit Committee since November 2021. Mr. Williams has more than 25 years of experience across medical device, consumer product goods and technology sectors. Appointed as Chief Financial Officer of NeuroPace Inc., or NeuroPace, in June 2025, Mr. Williams is responsible for optimizing the financial performance of NeuroPace and ensuring the scalability of various functions to support high growth expansion. Mr. Williams served as Chief Financial Officer of STAAR Surgical Company from July 2020 to March 2025. From 2016 to 2019, he served as the Chief Financial Officer of Sientra, Inc. before transitioning to General Manager for its miraDry business unit. From 2012 to 2016, Mr. Williams served as Chief Financial Officer of ZELTIQ Aesthetics, Inc., a publicly-traded medical device company that was acquired by Allergan. Previously, he served as Vice President in finance, strategy and investor relations roles from 2007 to 2012 at NuVasive, Inc., a San-Diego based medical device company servicing the spine sector. He has also held finance roles with Callaway Golf and Kyocera Wireless. Mr. Williams received an MBA in Finance and Management from San Diego State University and a Bachelor of Arts in Economics from the University of California, San Diego. We believe that Mr. Williams executive-level management experience with healthcare-related businesses, including his financial management expertise, give him the qualifications to serve as one of our directors. | 85 | | **David Rosa** David Rosa has served as one of our directors and Chair of our Boards Nominating Committee since November 2021. Mr. Rosa has served as the Chief Executive Officer, President and a director of NeuroOne Medical Technologies Corporation, or NeuroOne (Nasdaq: NMTC), since July 2017 and served as Chief Executive Officer and a director of NeuroOne, Inc., formerly its wholly-owned subsidiary, from October 2016 until December 2019, when NeuroOne, Inc. merged with and into NeuroOne. NeuroOne is committed to providing minimally invasive and hi-definition solutions for EEG recording, brain stimulation and ablation solutions for patients suffering from epilepsy, Parkinsons disease, dystonia, essential tremors, chronic pain due to failed back surgeries and other related neurological disorders that may improve patient outcomes and reduce procedural costs. From November 2009 to November 2015, Mr. Rosa served as the Chief Executive Officer and President of Sunshine Heart, Inc., n/k/a CHF Solutions, Inc. (Nasdaq: CHFS), a publicly-held early-stage medical device company. From 2008 to November 2009, he served as Chief Executive Officer of Milksmart, Inc., a company that specializes in medical devices for animals. From 2004 to 2008, Mr. Rosa served as the Vice President of Global Marketing for Cardiac Surgery and Cardiology at St. Jude Medical, Inc. He serves as a director on the board of directors of Biotricity Inc. (Nasdaq:BTCY) and Healthcare Triangle, Inc. (Nasdaq:HCTI). Mr. Rosa previously served as Chairman of Neuro Event Labs, a privately-held company in Finland, and is an Advisory Board member of SYNAPS Dx, a privately-held company in Bethesda, Maryland. We believe that Mr. Rosas senior leadership experience in the medical device industry and his strong technical, strategic, and operational expertise give him the qualifications to serve as one of our directors. **Scientific Advisory Board** The following persons are the members of our Scientific Advisory Board: | Name | | Principal Positions | | | | | | | | Wayne Marasco, M.D., Ph.D. Chairman | | Professor, Department of Cancer Immunology & AIDS, Dana-Farber Cancer Institute; Professor of Medicine, Harvard Medical School; Principal Faculty Member, Harvard Stem Cell Institute | | | | | | | | Jason Lipetz, M.D. Chairman, Disc Advisory Committee | | Founder, Long Island Spine Rehabilitation Medicine; Chief of Spine Medicine, Northwell Health Spine Center; Clinical Assistant Professor, Department of Physical Medicine and Rehabilitation, Zucker School of Medicine at Hofstra/Northwell | | | | | | | | Wayne J. Olan, M.D. | | Director, Interventional and Endovascular Neurosurgery; Associate Professor, Neurosurgery and Radiology, George Washington University Medical Center; Consulting Physician, Department of Radiology, National Institutes of Health | | | | | | | | Joy Cavagnaro, Ph.D., DABT, RAC | | President and Founder, Access BIO, L.C.; Fellow, Academy of Toxicological Sciences and the Regulatory Professional Society; Formerly Senior Pharmacologist and Director of Quality Assurance, Food and Drug Administrations Center for Biologics Evaluation and Research | | | | | | | | Harvinder Sandhu, M.D. | | Orthopedic Spine Surgeon, Hospital for Special Surgery; Formerly Chief of Spinal Surgery Service, UCLA Medical Center | | | | | | | | Christopher Plastaras, M.D. | | Clinical Director of Musculoskeletal Spine and Sports Rehabilitation Medicine and Physiatrist, MossRehab; Formerly Director of The Penn Spine and Rehabilitation Center; Formerly Director of Spine, Sports and Musculoskeletal Medicine Fellowship, University of Pennsylvania | | | 86 | | **Family Relationships** There are no family relationships among any of our executive officers, directors and Scientific Advisory Board members. **Term of Office** We have a classified Board of Directors. The directors will hold office until the respective annual meetings of stockholders indicated below and until their respective successors are elected and qualified or until their earlier resignation or removal. | Name | | Class | | Term Expires | | | | | | | | | | Lance Alstodt | | III | | 2026 | | | Francisco Silva | | II | | 2028 | | | Nickolay Kukekov | | I | | 2027 | | | Patrick F. Williams | | III | | 2026 | | | David Rosa | | II | | 2028 | | Each executive officer will hold office until the initial meeting of the Board of Directors following the next annual meeting of stockholders and until his successor is elected and qualified or until his or her earlier resignation or removal. **Audit Committee** The Audit Committee of the Board of Directors is responsible for overseeing our accounting and financial reporting processes and the audits of our financial statements. The members of the Audit Committee are Mr. Williams (Chair), Dr. Kukekov and Mr. Rosa. **Audit Committee Financial Expert** Our Board has determined that Mr. Williams qualifies as an audit committee financial expert, as that term is defined in Item 407(d)(5) of Regulation S-K. **Delinquent Section 16(a) Beneficial Ownership Reports** Section 16 of the Exchange Act requires that reports of beneficial ownership of common stock and changes in such ownership be filed with the SEC by Section 16 reporting persons, including directors, certain officers, holders of more than 10% of the outstanding common stock and certain trusts of which reporting persons are trustees. We are required to disclose in this Annual Report each reporting person whom we know to have failed to file any required reports under Section 16 on a timely basis during the fiscal year ended December 31, 2025. To our knowledge, based solely on a review of copies of Forms 3, 4 and 5 filed with the SEC, during the fiscal year ended December 31, 2025, our officers, directors and 10% stockholders complied with all Section 16(a) filing requirements applicable to them, except that each of Messrs. Alstodt and Silva filed a Form 4 late (reporting one transaction). **Code of Ethics for Senior Financial Officers** Our Board of Directors has adopted a Code of Ethics for our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the Code of Ethics is posted on our website, www.biorestorative.com. We intend to satisfy the disclosure requirement under Item 5.05(c) of Form 8-K regarding an amendment to, or a waiver from, our Code of Ethics by posting such information on our website, www.biorestorative.com. **Insider Trading Policy** We have adopted an insider trading policy governing the purchase, sale and/or other disposition of our companys securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes. A copy of our insider trading policy is filed as an exhibit to this Annual Report on Form 10-K. In addition, from time to time, we may engage in transactions in our companys securities. It is our intent to comply with applicable laws and regulations relating to insider trading. | 87 | | | ITEM 11. | EXECUTIVE COMPENSATION. | | **Summary Compensation Table** The following Summary Compensation Table sets forth all compensation earned in all capacities during the fiscal years ended December 31, 2025 and 2024 by (i) our principal executive officer, and (ii) our two most highly compensated executive officers, other than our principal executive officer, who were serving as an executive officer as of December 31, 2025 and whose total compensation for the 2025 fiscal year, as determined by Regulation S-K, Item 402, exceeded $100,000 (the individuals falling within categories (i) and (ii) are collectively referred to as the Named Executive Officers): | Name and Principal Position | | Year | | | Salary | | | Bonus | | | Stock Awards(1) | | | Option Awards(1) | | | All Other Compensation | | | Total | | | | Lance Alstodt | | | 2025 | | | $ | 596,666 | | | $ | - | (2) | | $ | - | | | $ | 1,512,500 | | | $ | - | | | $ | 2,109,167 | | | | Chief Executive Officer | | | 2024 | | | $ | 539,583 | | | $ | 275,000 | (3) | | $ | - | | | $ | 500,000 | | | $ | - | | | $ | 1,314,583 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Francisco Silva | | | 2025 | | | $ | 566,666 | | | $ | - | (2) | | | - | | | $ | 1,468,750 | | | | - | | | $ | 2,035,416 | | | | VP, Research and Development | | | 2024 | | | $ | 514,583 | | | $ | 262,500 | (3) | | $ | - | | | $ | 450,000 | | | $ | - | | | $ | 1,227,083 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert Kristal | | | 2025 | | | $ | 343,750 | | | $ | - | (2) | | $ | - | | | $ | 318,000 | | | $ | - | | | $ | 661,750 | | | | Chief Financial Officer | | | 2024 | | | $ | 293,752 | | | $ | 90,000 | (3) | | $ | - | | | $ | 300,000 | | | $ | - | | | $ | 683,752 | | | | (1) | Amounts reflect the aggregate grant date fair value of grants made in the fiscal year computed in accordance with stock-based accounting rules (FASB ASC Topic 718-Stock Compensation). Assumptions used in the calculations of these amounts are included in Note 6 to our consolidated financial statements included in this Annual Report. | | | (2) | No determination has yet been made as to the amount of the discretionary bonus in consideration of 2025 services. | | | (3) | The 2024 Bonus amount represents a discretionary bonus in consideration of 2024 services which was paid in 2025. | | | 88 | | **Outstanding Equity Awards at Fiscal Year-End** The following table provides information on outstanding equity awards as of December 31, 2025 to the Named Executive Officers: | | | Option Awards | | | Stock Awards | | | | Name | | Number of securities underlying unexercised options exercisable | | | Number of securities underlying unexercised options unexercisable | | | Equity incentive plan awards: Number of securities underlying unexercised unearned options | | | Option exercise price | | | Option expiration date | | | Number of shares or units of stock that have not vested | | | Market value of shares of units that have not vested | | | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested | | | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested | | | | Lance Alstodt | | | 293,479 | | | | - | | | | - | | | $ | 5.08 | | | | 3/18/31 | | | | - | | | $ | - | | | | - | | | | | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Lance Alstodt | | | 42,059 | | | | - | | | | - | | | $ | 5.08 | | | | 11/4/31 | | | | - | | | $ | - | | | | - | | | | | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Lance Alstodt | | | 106,762 | | | | - | | | | - | | | $ | 2.91 | | | | 2/17/33 | | | | - | | | $ | - | | | | - | | | | | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Lance Alstodt | | | 328,947 | | | | 109,649 | (1) | | | - | | | $ | 1.45 | | | | 2/13/34 | | | | - | | | $ | - | | | | - | | | | | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Lance Alstodt | | | 395,943 | | | | 395,942 | (2) | | | - | | | $ | 2.46 | | | | 2/14/35 | | | | - | | | $ | - | | | | - | | | | | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Francisco Silva | | | 15 | | | | - | | | | | | | $ | 3,000 | | | | 6/10/26 | | | | - | | | $ | - | | | | - | | | | | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Francisco Silva | | | 20 | | | | - | | | | | | | $ | 3,000 | | | | 7/12/27 | | | | - | | | $ | - | | | | - | | | | | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Francisco Silva | | | 25 | | | | - | | | | | | | $ | 3,000 | | | | 10/29/28 | | | | - | | | $ | - | | | | - | | | | | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Francisco Silva | | | 293,479 | | | | - | | | | - | | | $ | 5.08 | | | | 3/18/31 | | | | - | | | $ | - | | | | - | | | | | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Francisco Silva | | | 42,059 | | | | - | | | | - | | | $ | 5.08 | | | | 11/4/31 | | | | - | | | $ | - | | | | - | | | | | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Francisco Silva | | | 106,762 | | | | - | | | | - | | | $ | 2.91 | | | | 2/17/33 | | | | - | | | $ | - | | | | - | | | | | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Francisco Silva | | | 296,053 | | | | 98,684 | (1) | | | - | | | $ | 1.45 | | | | 2/13/34 | | | | - | | | $ | - | | | | - | | | | | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Francisco Silva | | | 384,490 | | | | 384,489 | (2) | | | - | | | $ | 2.46 | | | | 2/14/35 | | | | - | | | $ | - | | | | - | | | | | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert Kristal | | | 10,490 | | | | - | | | | - | | | $ | 5.08 | | | | 11/4/31 | | | | - | | | $ | - | | | | - | | | | | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert Kristal | | | 88,968 | | | | - | | | | - | | | $ | 2.91 | | | | 2/17/33 | | | | - | | | $ | - | | | | - | | | | | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert Kristal | | | 197,369 | | | | 65,789 | (1) | | | - | | | $ | 1.45 | | | | 2/13/34 | | | | - | | | $ | - | | | | - | | | | | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert Kristal | | | 83,246 | | | | 83,246 | (2) | | | - | | | $ | 2.46 | | | | 2/14/35 | | | | - | | | $ | - | | | | - | | | | | | | $ | - | | | | (1) | Option becomes exercisable in four nearly equal quarterly installments beginning on February 13, 2025. | | | | | | | (2) | Option becomes exercisable in eight nearly equal quarterly installments beginning on February 14, 2026. | | | 89 | | **Employment Agreements** *Lance Alstodt* Effective November 16, 2020, Mr. Alstodt was elected our Chief Executive Officer, President and Chairman of the Board. On March 18, 2021, we entered into an employment agreement with Mr. Alstodt which provided for a term ending on March 18, 2026. The agreement expired on such date. Pursuant to the employment agreement, at the time of its expiration, Mr. Alstodt was entitled to receive an annual salary of $600,000 (giving effect to a $150,000 performance salary increase received in November 2021 and $50,000 annual increases in salary pursuant to his employment agreement). *Francisco Silva* On March 18, 2021, we and Mr. Silva entered into an employment agreement which provided for a term ending on March 18, 2026. The agreement expired on such date. Pursuant to the employment agreement, at the time of its expiration, Mr. Silva was entitled to receive an annual salary of $575,000 (giving effect to a $150,000 performance salary increase received in November 2021 and $50,000 annual increases in salary pursuant to his employment agreement). | 90 | | **Director Compensation** The following table sets forth certain information concerning the compensation of our non-employee directors for the fiscal year ended December 31, 2025: | Name | | Fees Earned or Paid in Cash | | | Stock Awards | | | Option Awards | | | Non-Equity Incentive Plan Compensation | | | Nonqualified Deferred Compensation Earnings | | | All Other Compensation | | | Total | | | | Nickolay Kukekov | | $ | 35,000 | | | $ | - | | | $ | 100,001 | (1) | | $ | - | | | $ | - | | | $ | - | | | $ | 135,001 | | | | Patrick F. Williams | | $ | 35,000 | | | $ | - | | | $ | 100,001 | (2) | | $ | - | | | $ | - | | | $ | - | | | $ | 135,001 | | | | David Rosa | | $ | 35,000 | | | $ | - | | | $ | 100,001 | (3) | | $ | - | | | $ | - | | | $ | - | | | $ | 135,001 | | | | (1) | As of December 31, 2025, Dr. Kukekov held options for the purchase of 189,542 shares of common stock. | | | | | | | (2) | As of December 31, 2025, Mr. Williams held options for the purchase of 174,796 shares of common stock. | | | | | | | (3) | As of December 31, 2025, Mr. Rosa held options for the purchase of 174,796 shares of common stock. | | Dr. Kukekov and Messrs. Williams and Rosa, our non-employee directors, as compensation for their services as a director, are entitled to receive per annum $35,000 in cash and $100,000 in option grants. **Equity Award Grant Practices** Equity awards are discretionary and are generally granted to our named executive officers in the second or third week of February each year. In certain circumstances, including the hiring or promotion of an officer, the Compensation Committee may approve grants to be effective at other times. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2025, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. | 91 | | | ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. | | **Principal Stockholders** The following table sets forth certain information regarding the beneficial ownership of our common stock, as of March 23, 2026, known by us, through transfer agent records and reports filed with the SEC, to be held by: (i) each person who beneficially owns 5% or more of the shares of common stock then outstanding; (ii) each of our directors; (iii) each of our Named Executive Officers (as defined above); and (iv) all of our directors and executive officers as a group. The information in this table reflects beneficial ownership as defined in Rule 13d-3 of the Exchange Act. To our knowledge, and unless otherwise indicated, each stockholder has sole voting power and investment power over the shares listed as beneficially owned by such stockholder, subject to community property laws where applicable. Percentage ownership is based on 25,478,170 shares of common stock. | Name and Address of Beneficial Owner | | Number of Shares of Common Stock Beneficially Owned | | | Approximate Percent of Class | | | | Directors and Executive Officers | | | | | | | | | | | Lance Alstodt(1) | | | 1,520,217 | (2) | | | 5.7 | % | | | Francisco Silva(1) | | | 1,463,606 | (3) | | | 5.5 | % | | | Robert Kristal(1) | | | 441,773 | (4) | | | 1.7 | % | | | Nickolay Kukekov | | | 189,542 | (5) | | | * | | | | Patrick F. Williams | | | 174,796 | (5) | | | * | | | | David Rosa | | | 174,796 | (5) | | | * | | | | All directors and executive officers as a group (6 persons) | | | 3,964,730 | (6) | | | 13.6 | % | | | Certain Beneficial Owners | | | | | | | | | | | Alta Partners LLC (7) | | | 1,787,163 | (8) | | | 7.0 | % | | | Auctus Fund, LLC(9) | | | | | | | | | | | Auctus Fund Management LLC(9) | | | | | | | | | | | Alfred Sollami(9) | | | | | | | | | | | Louis Posner(9) | | | 2,670,211 | (10) | | | 9.99 | % | | | * | Less than 1% | | | | | | | (1) | Address is c/o BioRestorative Therapies, Inc., 40 Marcus Drive, Suite One, Melville, New York 11747. | | | | | | | (2) | Includes 1,332,720 shares of common stock issuable upon the exercise of options and warrants that are exercisable currently or within 60 days. | | | | | | | (3) | Includes 1,280,086 shares of common stock issuable upon the exercise of options and warrants that are exercisable currently or within 60 days and 12,136 shares of common stock held by Mr. Silva in a retirement account. | | | | | | | (4) | Includes 433,779 shares of common stock issuable upon the exercise of options that are exercisable currently or within 60 days. | | | 92 | | | (5) | Represents shares of common stock issuable upon the exercise of options that are exercisable currently or within 60 days. | | | | | | | (6) | Includes 3,585,719 shares of common stock issuable upon the exercise of options and warrants that are exercisable currently or within 60 days. | | | | | | | (7) | Address is 1205 Franklin Avenue, Garden City, New York | | | | | | | (8) | Based upon Schedule 13G filed with the SEC. Excludes shares underlying warrants which are not exercisable. | | | | | | | (9) | Address is 545 Boylston Street, 2nd Floor, Boston, Massachusetts 02116. | | | | | | | (10) | Based upon Amendment No. 6 to Schedule 13G filed with the SEC, other filings made with the SEC and otherwise known to us. Auctus holds warrants for the purchase of up to 3,042,256 shares of our common stock. However, such warrants are not exercisable for the purchase of our common stock, to the extent Auctus would beneficially own, after such exercise, more than 9.99% (or, with respect to certain of the warrants, 4.99%) of our outstanding shares of common stock. Auctus has advised that, as of March 23, 2026, it owned 1,419,536 shares of common stock, which represented approximately 5.6% of the then 25,478,170 outstanding shares of common stock. Based upon the foregoing, as of March 23, 2026, Auctus warrants were exercisable for the purchase of 1,250,675 shares of common stock. Without the beneficial limitation discussed above, Auctus would have beneficial ownership of 4,461,792 shares of common stock. | | **Securities Authorized for Issuance Under Equity Compensation Plans** The following table sets forth information as of December 31, 2025 with respect to compensation plans (including individual compensation arrangements) under which our common stock are authorized for issuance, aggregated as follows: | | All compensation plans previously approved by security holders; and | | | | All compensation plans not previously approved by security holders. | | | 93 | | **EQUITY COMPENSATION PLAN INFORMATION** | | | Number of securities to be issued upon exercise of outstanding options (a) | | | Weighted-average exercise price of outstanding options (b) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | | | | | | | | | | | | | | | Equity compensation plans approved by security holders | | | 5,266,600 | | | $ | 2.57 | | | | 4,234,354 | | | | Total | | | 5,266,600 | | | $ | 2.57 | | | | 4,234,354 | | | | ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. | | **Director Independence** **Board of Directors** Our Board of Directors is comprised of Lance Alstodt (Chair), Francisco Silva, Nickolay Kukekov, Patrick F. Williams and David Rosa. Each of Dr. Kukekov, Mr. Williams and Mr. Rosa is an independent director based on the definition of independence in Listing Rule 5605(a)(2) of The Nasdaq Stock Market. **Audit Committee** Mr. Williams (Chair), Dr. Kukekov and Mr. Rosa are the members of our Boards Audit Committee. Each of Mr. Williams, Dr. Kukekov and Mr. Rosa is an independent director based on the definition of independence in Listing Rule 5605(a)(2) of The Nasdaq Stock Market and Rule 10A-3(b)(1) under the Exchange Act. Our Board of Directors has determined that Mr. Williams qualifies as an audit committee financial expert, as that term is defined in Item 407(d)(5) of Regulation S-K. **Nominating Committee** Mr. Rosa (Chair), Dr. Kukekov and Mr. Williams are the members of our Boards Nominating Committee. Each of Mr. Rosa, Dr. Kukekov and Mr. Williams is an independent director based on the definition of independence in Listing Rule 5605(a)(2) of The Nasdaq Stock Market. **Compensation Committee** Dr. Kukekov (Chair), Mr. Williams and Mr. Rosa are the members of our Boards Compensation Committee. Each of Dr. Kukekov, Mr. Williams and Mr. Rosa is an independent director based on the definition of independence in Listing Rule 5605(a)(2) of The Nasdaq Stock Market. | 94 | | | ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. | | CBIZ CPAs P.C. served as our independent registered public accountants for the year ended December 31, 2025. Marcum LLP served as our independent registered public accountants for the year ended December 31, 2024. The following is a summary of the fees billed or expected to be billed to us by CBIZ CPAs P.C. and Marcum LLP, our independent registered public accountants, for professional services rendered with respect to the fiscal years ended December 31, 2025 and 2024, respectively: | | | 2025 | | | 2024 | | | | | | CBIZ CPAs P.C. | | | Marcum LLP | | | | | | | | | | | | | Audit Fees (1) | | $ | 220,000 | | | $ | 173,000 | | | | Audit-Related Fees (2) | | | - | | | | - | | | | Tax Fees (3) | | | - | | | | - | | | | All Other Fees (4) | | | - | | | | - | | | | | | $ | 220,000 | | | $ | 173,000 | | | | (1) | Audit Fees consist of fees billed and expected to be billed for professional services rendered for the audit of the Companys annual financial statements, review of the interim financial statements included in quarterly reports, and services that are normally provided by the Companys independent registered public accounting firm in connection with statutory and regulatory filings, including registration statements filed with the Securities and Exchange Commission. | | | | | | | (2) | Audit-Related Fees consist of fees for services that are traditionally performed by the independent registered public accounting firm, including fees billed or accrued primarily for employee benefit plan audits and other attestation services. | | | | | | | (3) | Tax Fees consist of fees billed for professional services related to preparation of our U.S. federal and state income tax returns and tax advice. | | | | | | | (4) | All Other Fees consist of fees billed for products and services provided by our independent registered public accountants, other than those disclosed above. | | The Audit Committee is responsible for the appointment, compensation and oversight of the work of the independent registered public accountants, and approves in advance any services to be performed by the independent registered public accountants, whether audit-related or not. The Audit Committee reviews each proposed engagement to determine whether the provision of services is compatible with maintaining the independence of the independent registered public accountants. The fees shown above were pre-approved either by our Board or our Audit Committee. | 95 | | **** **PART IV** | ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. | | | Exhibit No. | | | | | | | | | | 3.1 | | Amended and Restated Articles of Incorporation, incorporated by reference to the registrants Current Report on Form 8-K for an event dated December 29, 2022, wherein such document is identified as Exhibit 3.3 | | | 3.2 | | Certificate of Designations of Series B Preferred Stock, incorporated by reference to the registrants Current Report on Form 8-K for an event dated December 29, 2022, wherein such document is identified as Exhibit 3.4 | | | 3.3 | | Bylaws, incorporated by reference to the registrants Current Report on Form 8-K for an event dated December 29, 2022, wherein such document is identified as Exhibit 3.5 | | | 4.1 | | Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934, incorporated by reference to the registrants Amendment No. 2 to Annual Report on Form 10-K/A for the year ended December 31, 2023, wherein such document is identified as Exhibit 4.1 | | | 10.1 | | License Agreement, dated as of January 27, 2012, between Regenerative Sciences, LLC and BioRestorative Therapies, Inc. (License Agreement), incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2011, wherein such document is identified as Exhibit 10.44 | | | 10.2 | | Amendment to License Agreement, dated March 21, 2012, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2011, wherein such document is identified as Exhibit 10.45 | | | 10.3 | | Amendment to License Agreement, dated November 30, 2015, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2015, wherein such document is identified as Exhibit 10.20 | | | 10.4 | | Letter agreement, dated November 21, 2022, by and among BioRestorative Therapies, Inc., Regenerative Sciences, LLC and Regenexx, LLC with regard to License Agreement, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2022, wherein such document is identified as Exhibit 10.4 | | | 10.5 | | Lease, dated as of August 25, 2014, between BioRestorative Therapies, Inc. and 50 Republic Road, LLC, incorporated by reference to the registrants Current Report on Form 8-K for an event dated August 25, 2014, wherein such document is identified as Exhibit 99.1 | | | 10.6 | | Lease Amendment, dated as of June 4, 2019, between 50 Republic Road, LLC and BioRestorative Therapies, Inc., incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2019, wherein such document is identified as Exhibit 10.37 | | | 10.7 | | BioRestorative Therapies, Inc. 2021 Stock Incentive Plan, as amended* | | | 10.8 | | Executive Employment Agreement, dated as of March 18, 2021, by and between BioRestorative Therapies, Inc. and Lance Alstodt, incorporated by reference to the registrants Current Report on Form 8-K for an event dated March 18, 2021, wherein such document is identified as Exhibit 99.2 | | | 96 | | | 10.9 | | Executive Employment Agreement, dated as of March 18, 2021, by and between BioRestorative Therapies, Inc. and Francisco Silva, incorporated by reference to the registrants Current Report on Form 8-K for an event dated March 18, 2021, wherein such document is identified as Exhibit 99.3 | | | 10.10 | | Non-Qualified Stock Option Award Agreement, dated as of March 18, 2021, between BioRestorative Therapies, Inc. and Lance Alstodt, incorporated by reference to the registrants Current Report on Form 8-K for an event dated March 18, 2021, wherein such document is identified as Exhibit 99.4 | | | 10.11 | | Non-Qualified Stock Option Award Agreement, dated as of March 18, 2021, between BioRestorative Therapies, Inc. and Francisco Silva, incorporated by reference to the registrants Current Report on Form 8-K for an event dated March 18, 2021, wherein such document is identified as Exhibit 99.5 | | | 10.12 | | Non-Qualified Stock Option Award Agreement, dated as of November 4, 2021, between BioRestorative Therapies, Inc. and Lance Alstodt, incorporated by reference to the registrants Current Report on Form 8-K for an event dated November 4, 2021, wherein such document is identified as Exhibit 99.1 | | | 10.13 | | Non-Qualified Stock Option Award Agreement, dated as of November 4, 2021, between BioRestorative Therapies, Inc. and Francisco Silva, incorporated by reference to the registrants Current Report on Form 8-K for an event dated November 4, wherein such document is identified as Exhibit 99.2 | | | 10.14 | | Non-Qualified Stock Option Award Agreement, dated as of November 4, 2021, between BioRestorative Therapies, Inc. and Nickolay Kukekov, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.15 | | | 10.15 | | Non-Qualified Stock Option Award Agreement, dated as of November 4, 2021, between BioRestorative Therapies, Inc. and Patrick F. Williams, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.16 | | | 10.16 | | Non-Qualified Stock Option Award Agreement, dated as of November 4, 2021, between BioRestorative Therapies, Inc. and David Rosa, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.17 | | | 10.17 | | Amendment No. 1 to Non-Qualified Stock Option Award Agreement, dated as of November 4, 2021, between BioRestorative Therapies, Inc. and Lance Alstodt, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.18 | | | 10.18 | | Amendment No. 1 to Non-Qualified Stock Option Award Agreement, dated as of November 4, 2021, between BioRestorative Therapies, Inc. and Francisco Silva, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.19 | | | 10.19 | | Common Stock Purchase Warrant, dated November 9, 2021, issued by BioRestorative Therapies, Inc. pursuant to public offering, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.20 | | | 97 | | | 10.20 | | Common Stock Purchase Warrant, dated November 9, 2021, issued by BioRestorative Therapies, Inc. to Auctus Fund, LLC, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.21 | | | 10.21 | | Amendment No. 2 to Non-Qualified Stock Option Award Agreement, dated as of December 10, 2021, between BioRestorative Therapies, Inc. and Lance Alstodt, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.22 | | | 10.22 | | Amendment No. 2 to Non-Qualified Stock Option Award Agreement, dated as of December 10, 2021, between BioRestorative Therapies, Inc. and Francisco Silva, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.23 | | | 10.23 | | Amendment No. 1 to Non-Qualified Stock Option Award Agreement, dated as of December 10, 2021, between BioRestorative Therapies, Inc. and Nickolay Kukekov, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.24 | | | 10.24 | | Amendment No. 1 to Non-Qualified Stock Option Award Agreement, dated as of December 10, 2021, between BioRestorative Therapies, Inc. and Patrick F. Williams, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.25 | | | 10.25 | | Amendment No. 1 to Non-Qualified Stock Option Award Agreement, dated as of December 10, 2021, between BioRestorative Therapies, Inc. and David Rosa, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2021, wherein such document is identified as Exhibit 10.26 | | | 10.26 | | Incentive Stock Option Award Agreement, dated as of February 17, 2023, between BioRestorative Therapies, Inc. and Lance Alstodt, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2022, wherein such document is identified as Exhibit 10.28 | | | 10.27 | | Incentive Stock Option Award Agreement, dated as of February 17, 2023, between BioRestorative Therapies, Inc. and Francisco Silva, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2022, wherein such document is identified as Exhibit 10.29 | | | 10.28 | | Incentive Stock Option Award Agreement, dated as of February 17, 2023, between BioRestorative Therapies, Inc. and Robert Kristal, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2022, wherein such document is identified as Exhibit 10.30 | | | 10.29 | | Non-Qualified Stock Option Award Agreement, dated as of February 17, 2023, between BioRestorative Therapies, Inc. and Nickolay Kukekov, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2022, wherein such document is identified as Exhibit 10.32 | | | 10.30 | | Non-Qualified Stock Option Award Agreement, dated as of February 17, 2023, between BioRestorative Therapies, Inc. and Patrick F. Williams, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2022, wherein such document is identified as Exhibit 10.33 | | | 98 | | | 10.31 | | Non-Qualified Stock Option Award Agreement, dated as of February 17, 2023, between BioRestorative Therapies, Inc. and David Rosa, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2022, wherein such document is identified as Exhibit 10.34 | | | 10.32 | | Incentive Stock Option Award Agreement, dated as of February 13, 2024, between BioRestorative Therapies, Inc. and Lance Alstodt, incorporated by reference to the registrants Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2023, wherein such document is identified as Exhibit 10.36 | | | 10.33 | | Incentive Stock Option Award Agreement, dated as of February 13, 2024, between BioRestorative Therapies, Inc. and Francisco Silva, incorporated by reference to the registrants Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2023, wherein such document is identified as Exhibit 10.37 | | | 10.34 | | Incentive Stock Option Award Agreement, dated as of February 13, 2024, between BioRestorative Therapies, Inc. and Robert Kristal, incorporated by reference to the registrants Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2023, wherein such document is identified as Exhibit 10.38 | | | 10.35 | | Non-Qualified Stock Option Award Agreement, dated as of February 13, 2024, between BioRestorative Therapies, Inc. and Nickolay Kukekov, incorporated by reference to the registrants Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2023, wherein such document is identified as Exhibit 10.40 | | | 10.36 | | Non-Qualified Stock Option Award Agreement, dated as of February 13, 2024, between BioRestorative Therapies, Inc. and Patrick F. Williams, incorporated by reference to the registrants Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2023, wherein such document is identified as Exhibit 10.41 | | | 10.37 | | Non-Qualified Stock Option Award Agreement, dated as of February 13, 2024, between BioRestorative Therapies, Inc. and David Rosa, incorporated by reference to the registrants Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2023, wherein such document is identified as Exhibit 10.42 | | | 10.38 | | At the Market Offering Agreement, dated as of November 6, 2024, by and between BioRestorative Therapies, Inc. and Rodman & Renshaw, LLC, incorporated by reference to the registrants Current Report on Form 8-K for an event dated November 1, 2024, wherein such document is identified as Exhibit 1.1 | | | 10.39 | | Incentive Stock Option Award Agreement, dated as of February 14, 2025, between BioRestorative Therapies, Inc. and Lance Alstodt, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2024, wherein such document is identified as Exhibit 10.40 | | | 10.40 | | Incentive Stock Option Award Agreement, dated as of February 14, 2025, between BioRestorative Therapies, Inc. and Francisco Silva, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2024, wherein such document is identified as Exhibit 10.41 | | | 10.41 | | Incentive Stock Option Award Agreement, dated as of February 14, 2025, between BioRestorative Therapies, Inc. and Robert Kristal, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2024, wherein such document is identified as Exhibit 10.42 | | | 10.42 | | Non-Qualified Stock Option Award Agreement, dated as of February 14, 2025, between BioRestorative Therapies, Inc. and Nickolay Kukekov, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2024, wherein such document is identified as Exhibit 10.43 | | | 99 | | | 10.43 | | Non-Qualified Stock Option Award Agreement, dated as of February 14, 2025 between BioRestorative Therapies, Inc. and Patrick F. Williams, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2024, wherein such document is identified as Exhibit 10.44 | | | 10.44 | | Non-Qualified Stock Option Award Agreement, dated as of February 14, 2025, between BioRestorative Therapies, Inc. and David Rosa, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2024, wherein such document is identified as Exhibit 10.45 | | | 10.45 | | Form of Common Stock Purchase Warrant, dated February 8, 2024, issued by BioRestorative Therapies, Inc., incorporated by reference to the registrants Current Report on Form 8-K for an event dated February 6, 2024, wherein such document is identified as Exhibit 10.3 | | | 10.46 | | Common Stock Purchase Warrant, dated February 8, 2024, issued by BioRestorative Therapies, Inc. to Auctus Fund, LLC, incorporated by reference to the registrants Current Report on Form 8-K for an event dated February 6, 2024, wherein such document is identified as Exhibit 10.4 | | | 10.47 | | Form of Common Stock Purchase Warrant, dated October 8, 2025, issued by BioRestorative Therapies, Inc., incorporated by reference to the registrants Current Report on Form 8-K for an event dated October 6, 2025, wherein such document is identified as Exhibit 4.1 | | | 10.48 | | Form of Common Stock Warrant, issued by BioRestorative Therapies, Inc., incorporated by reference to the registrants Form S-1 Registration Statement, File No. 333-293322, filed with the SEC on February 9, 2026, wherein such document is identified as Exhibit 4.2 | | | 10.49 | | Form of Pre-Funded Warrant, issued by BioRestorative Therapies, Inc., incorporated by reference to the registrants Form S-1 Registration Statement, File No. 333-293322, filed with the SEC on February 9, 2026, wherein such document is identified as Exhibit 4.3 | | | 10.50 | | Form of Placement Agent Warrant, issued by BioRestorative Therapies, Inc., incorporated by reference to the registrants Form S-1 Registration Statement, File No. 333-293322, filed with the SEC on February 9, 2026, wherein such document is identified as Exhibit 4.4 | | | 10.51 | | Form of Securities Purchase Agreement, incorporated by reference to the registrants Form S-1 Registration Statement, File No. 333-293322, filed with the SEC on February 9, 2026, wherein such document is identified as Exhibit 10.50 | | | 10.52 | | Placement Agency Agreement, dated February 11, 2026, by and between the registrant and Rodman & Renshaw LLC, incorporated by reference to the registrants Current Report on Form 8-K for an event dated February 11, 2026, wherein such document is identified as Exhibit 10.2 | | | 14 | | Code of Ethics, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2011, wherein such document is identified as Exhibit 14 | | | 19 | | Insider Trading Policy, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2024, wherein such document is identified as Exhibit 19 | | | 21 | | Subsidiaries, incorporated by reference to the registrants Annual Report on Form 10-K for the year ended December 31, 2018, wherein such document is identified as Exhibit 21 | | | 23.1 | | Independent Registered Public Accounting Firms Consent (CBIZ CPAs P.C.)* | | | 23.2 | | Independent Registered Public Accounting Firms Consent (Marcum LLP)* | | | 31.1 | | Principal Executive Officer Certification* | | | 31.2 | | Principal Financial Officer Certification* | | | 32 | | Section 1350 Certification** | | | 97 | | Clawback Policy, incorporated by reference to the registrants Annual Report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2023, wherein such document is identified as Exhibit 97 | | | 101.INS | | Inline XBRL Instance Document * | | | 101.SCH | | Inline XBRL Schema Document * | | | 101.CAL | | Inline XBRL Calculation Linkbase Document* | | | 101.DEF | | Inline XBRL Definition Linkbase Document* | | | 101.LAB | | Inline XBRL Label Linkbase Document* | | | 101.PRE | | Inline XBRL Presentation Linkbase Document* | | | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | * Filed herewith ** Furnished herewith | ITEM 16. | FORM 10-K SUMMARY. | | Not applicable | 100 | | **** **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | | BIORESTORATIVE THERAPIES, INC. | | | | | | | Dated: March 26, 2026 | By: | | | | | | Lance Alstodt | | | | | Chief Executive Officer | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | Signature | | Capacity | | Date | | | | | | | | | | /s/ Lance Alstodt | | Chief Executive Officer, President, Chairman of the Board and Director | | March 26, 2026 | | | Lance Alstodt | | (Principal Executive Officer) | | | | | | | | | | | | /s/ Francisco Silva | | Vice President, Research and Development and Director | | March 26, 2026 | | | Francisco Silva | | | | | | | | | | | | | | /s/ Robert E. Kristal | | Chief Financial Officer | | March 26, 2026 | | | Robert E. Kristal | | (Principal Financial Officer and Principal Accounting Officer) | | | | | | | | | | | | /s/ Nickolay Kukekov | | Director | | March 26, 2026 | | | Nickolay Kukekov | | | | | | | | | | | | | | /s/ Patrick F. Williams | | Director | | March 26, 2026 | | | Patrick F. Williams | | | | | | | | | | | | | | /s/ David Rosa | | Director | | March 26, 2026 | | | David Rosa | | | | | | | 101 | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA **BIORESTORATIVE THERAPIES, INC.** **INDEX TO CONSOLIDATED FINANCIAL STATEMENTS** | | Page | | | | | | | Report of Independent Registered Public Accounting Firm (CBIZ CPAs P.C. PCAOB ID 199) | F-2 | | | | | | | Report of Independent Registered Public Accounting Firm (Marcum LLP PCAOB ID 688) | F-3 | | | | | | | Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-4 | | | | | | | Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 | F-5 | | | | | | | Consolidated Statements of Changes in Stockholders Equity for the Years Ended December 31, 2025 and 2024 | F-6 | | | | | | | Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 | F-7 | | | | | | | Notes to Consolidated Financial Statements | F-8 | | | F-1 | | **** **Report of Independent Registered Public Accounting Firm** **** To the Stockholders and Board of Directors of BioRestorative Therapies, Inc. **Opinion on the Financial Statements** **** We have audited the accompanying consolidated balance sheet of BioRestorative Therapies, Inc. (the Company) as of December 31, 2025, the related consolidated statements of operations, changes in stockholders equity and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. **Explanatory Paragraph Going Concern** The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. **** **Basis for Opinion** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. **Critical Audit Matters** Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ CBIZ CPAs P.C. CBIZ CPAs P.C. We have served as the Companys auditor since 2020 (such date takes into account the acquisition of the attest business of Marcum llp by CBIZ CPAs P.C. effective November 1, 2024). **** Marlton, New Jersey March 26, 2026 | F-2 | | ******Report of Independent Registered Public Accounting Firm** **** To the Stockholders and Board of Directors of BioRestorative Therapies, Inc. **Opinion on the Financial Statements** **** We have audited the accompanying consolidated balance sheet of BioRestorative Therapies, Inc. (the Company) as of December 31, 2024, the related consolidated statements of operations, changes in stockholders equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. **Explanatory Paragraph Going Concern** The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has incurred significant losses and negative cash flows from operations, and need to raise additional funds to meet its obligations and sustain its operations These conditions raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. **** **Basis for Opinion** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Marcum LLP Marcum LLP We have served as the Companys auditor from 2020 to 2025. **** Marlton, New Jersy March 27, 2025 | F-3 | | **** **BIORESTORATIVE THERAPIES, INC.** **CONSOLIDATED BALANCE SHEETS** | | | 2025 | | | 2024 | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Assets | | | | | | | | | | | | | | | | | | | | | | Current Assets: | | | | | | | | | | | Cash and cash equivalents | | $ | 1,511,188 | | | $ | 547,890 | | | | Investments held in marketable securities | | | 1,441,734 | | | | 10,184,701 | | | | Accounts receivable | | | 15,500 | | | | 188,400 | | | | Prepaid expenses and other current assets | | | 168,440 | | | | 223,230 | | | | Total Current Assets | | | 3,136,862 | | | | 11,144,221 | | | | Deferred offering costs | | | 49,808 | | | | 148,697 | | | | Property and equipment, net | | | 358,767 | | | | 362,936 | | | | Intangible assets, net | | | 534,198 | | | | 623,945 | | | | | | | | | | | | | | | Total Assets | | $ | 4,079,635 | | | $ | 12,279,799 | | | | | | | | | | | | | | | Liabilities and Stockholders Equity | | | | | | | | | | | | | | | | | | | | | | Current Liabilities: | | | | | | | | | | | Accounts payable | | $ | 1,341,495 | | | $ | 483,070 | | | | Accrued expenses and other current liabilities | | | 982,047 | | | | 744,485 | | | | Warrant liabilities | | | 1,399,349 | | | | 2,520,851 | | | | Total Current Liabilities | | | 3,722,891 | | | | 3,748,406 | | | | | | | | | | | | | | | Commitments and contingencies | | | - | | | | - | | | | | | | | | | | | | | | Stockholders Equity: | | | | | | | | | | | Preferred stock, $0.01 par value; 20,000,000 shares authorized; | | | | | | | | | | | Series B Convertible Preferred Stock; 1,543,158 shares designated, 1,398,158 shares issued and outstanding at December 31, 2025 and 2024 | | | 13,982 | | | | 13,982 | | | | Common stock, $0.0001 par value; 75,000,000 shares authorized; 8,876,242 and 6,919,919 shares issued and outstanding at December 31, 2025 and 2024, respectively | | | 887 | | | | 692 | | | | Additional paid-in capital | | | 170,262,565 | | | | 164,195,434 | | | | Accumulated deficit | | | (169,920,690 | ) | | | (155,678,715 | ) | | | | | | | | | | | | | | Total Stockholders Equity | | | 356,744 | | | | 8,531,393 | | | | | | | | | | | | | | | Total Liabilities and Stockholders Equity | | $ | 4,079,635 | | | $ | 12,279,799 | | | The accompanying notes are an integral part of these consolidated financial statements. **** | F-4 | | **** **BIORESTORATIVE THERAPIES, INC.** **CONSOLIDATED STATEMENTS OF OPERATIONS** | | | 2025 | | | 2024 | | | | | | For the Years Ended December 31, | | | | | | | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Revenues | | $ | 359,700 | | | $ | 401,000 | | | | Cost of goods sold | | | 23,844 | | | | 28,072 | | | | Gross profit | | | 335,856 | | | | 372,928 | | | | | | | | | | | | | | | Operating Expenses: | | | | | | | | | | | Research and development | | | 10,094,671 | | | | 6,706,913 | | | | General and administrative | | | 5,888,317 | | | | 5,221,209 | | | | Total Operating Expenses | | | 15,982,988 | | | | 11,928,122 | | | | Loss From Operations | | | (15,647,132 | ) | | | (11,555,194 | ) | | | | | | | | | | | | | | Other Income (Expense): | | | | | | | | | | | Interest income, net | | | 266,207 | | | | 616,077 | | | | Other income | | | 17,448 | | | | 150,850 | | | | Gain on exchange of warrants | | | - | | | | 1,711,698 | | | | Change in fair value of warrant liabilities | | | 1,121,502 | | | | 97,188 | | | | Total Other Income | | | 1,405,157 | | | | 2,575,813 | | | | Net Loss | | $ | (14,241,975 | ) | | $ | (8,979,381 | ) | | | | | | | | | | | | | Net Loss Per Share - Basic and Diluted | | $ | (1.58 | ) | | $ | (1.16 | ) | | | Weighted Average Common Shares Outstanding - | | | | | | | | | | | Basic and Diluted | | | 8,993,115 | | | | 7,763,932 | | | The accompanying notes are an integral part of these consolidated financial statements. **** | F-5 | | **BIORESTORATIVE THERAPIES, INC.** **CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY** **FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024** | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Deficit | | | Total | | | | | | Series B Convertible | | | | | | | | | Additional | | | | | | | | | | | | Preferred Stock | | | Common Stock | | | Paid-In | | | Accumulated | | | | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Deficit | | | Total | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance - January 1, 2024 | | | 1,398,158 | | | $ | 13,982 | | | | 4,706,917 | | | $ | 471 | | | $ | 156,689,256 | | | $ | (146,699,334 | ) | | $ | 10,004,375 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common stock issued in connection with warrant exchange [1] | | | - | | | | - | | | | 2,000,000 | | | | 200 | | | | 4,742,043 | | | | - | | | | 4,742,243 | | | | Return and cancellation of shares in lieu of payroll tax withholding | | | - | | | | - | | | | (34,825 | ) | | | (4 | ) | | | (48,406 | ) | | | - | | | | (48,410 | ) | | | Common stock issued in connection with abeyance shares | | | - | | | | - | | | | 150,000 | | | | 15 | | | | (15 | ) | | | - | | | | - | | | | Stock-based compensation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Restricted share units | | | - | | | | - | | | | 97,827 | | | | 10 | | | | 985,028 | | | | - | | | | 985,038 | | | | Options | | | - | | | | - | | | | - | | | | - | | | | 1,827,528 | | | | - | | | | 1,827,528 | | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (8,979,381 | ) | | | (8,979,381 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance - December 31, 2024 | | | 1,398,158 | | | $ | 13,982 | | | | 6,919,919 | | | $ | 692 | | | $ | 164,195,434 | | | $ | (155,678,715 | ) | | $ | 8,531,393 | | | | Balance | | | 1,398,158 | | | $ | 13,982 | | | | 6,919,919 | | | $ | 692 | | | $ | 164,195,434 | | | $ | (155,678,715 | ) | | $ | 8,531,393 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Exercise of stock options | | | - | | | | - | | | | 29,249 | | | | 3 | | | | 41,162 | | | | - | | | | 41,165 | | | | Issuance and sale of common stock, net of issuance costs [2] | | | - | | | | - | | | | 1,643,549 | | | | 164 | | | | 2,700,371 | | | | - | | | | 2,700,535 | | | | Common stock issued in connection with abeyance shares | | | - | | | | - | | | | 283,525 | | | | 28 | | | | (28 | ) | | | - | | | | - | | | | Stock-based compensation: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Options | | | - | | | | - | | | | - | | | | - | | | | 3,325,626 | | | | - | | | | 3,325,626 | | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | (14,241,975 | ) | | | (14,241,975 | ) | | | Balance - December 31, 2025 | | | 1,398,158 | | | $ | 13,982 | | | | 8,876,242 | | | $ | 887 | | | $ | 170,262,565 | | | $ | (169,920,690 | ) | | $ | 356,744 | | | | Balance | | | 1,398,158 | | | $ | 13,982 | | | | 8,876,242 | | | $ | 887 | | | $ | 170,262,565 | | | $ | (169,920,690 | ) | | $ | 356,744 | | | | [1] | Represents the aggregate fair value of 3,351,580 shares of common stock, which includes 2,000,000 shares that were issued at the time of the warrant exchange and 1,351,580 shares that were held in abeyance at the time of the warrant exchange. See Note 6 - Stockholders Equity and Note 9 - Fair Value Measurement for additional details. | | | [2] | Represents the gross proceeds of $3,096,250, less issuance costs of $395,715, resulting in net proceeds of $2,700,535. See Note 6 - Stockholders Equity for additional details. | | The accompanying notes are an integral part of these consolidated financial statements. | F-6 | | **BIORESTORATIVE THERAPIES, INC.** **CONSOLIDATED STATEMENTS OF CASH FLOWS** **** | | | 2025 | | | 2024 | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Cash Flows From Operating Activities: | | | | | | | | | | | Net loss | | $ | (14,241,975 | ) | | $ | (8,979,381 | ) | | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | Depreciation and amortization | | | 209,985 | | | | 189,056 | | | | Dividend and interest income | | | (270,573 | ) | | | (623,801 | ) | | | Stock-based compensation | | | 3,325,626 | | | | 2,812,566 | | | | Non-cash lease expense | | | - | | | | 151,447 | | | | Gain on exchange of warrants | | | - | | | | (1,711,698 | ) | | | Change in fair value of warrant liabilities | | | (1,121,502 | ) | | | (97,188 | ) | | | Changes in operating assets and liabilities: | | | | | | | | | | | Accounts receivable | | | 172,900 | | | | (169,100 | ) | | | Prepaid expenses and other current assets | | | 101,770 | | | | 33,591 | | | | Accounts payable | | | 839,525 | | | | 293,680 | | | | Accrued expenses and other current liabilities | | | 195,281 | | | | 32,799 | | | | Lease Liability | | | - | | | | (162,317 | ) | | | | | | | | | | | | | | Net Cash Used In Operating Activities | | | (10,788,963 | ) | | | (8,230,346 | ) | | | | | | | | | | | | | | Cash Flows From Investing Activities: | | | | | | | | | | | Sale of marketable securities | | | 11,692,686 | | | | 21,508,641 | | | | Purchase of marketable securities | | | (2,679,147 | ) | | | (20,887,923 | ) | | | Purchases of equipment | | | (116,069 | ) | | | (106,189 | ) | | | | | | | | | | | | | | Net Cash Provided By Investing Activities | | | 8,897,470 | | | | 514,529 | | | | | | | | | | | | | | | Cash Flows From Financing Activities: | | | | | | | | | | | Proceeds from issuance of common stock for cash | | | 3,096,250 | | | | - | | | | Payment of issuance costs | | | (177,953 | ) | | | - | | | | Exercise of stock options | | | 41,165 | | | | - | | | | Proceeds from exchange and issuance of warrants, net | | | - | | | | 7,528,027 | | | | Payment of deferred offering costs | | | (99,973 | ) | | | (148,697 | ) | | | Repayment of financed insurance premiums | | | (4,698 | ) | | | - | | | | | | | | | | | | | | | Net Cash Provided By Financing Activities | | | 2,854,791 | | | | 7,379,330 | | | | | | | | | | | | | | | Net Increase (Decrease) In Cash and Cash Equivalents | | | 963,298 | | | | (336,487 | ) | | | | | | | | | | | | | | Cash and Cash Equivalents - Beginning of the Year | | | 547,890 | | | | 884,377 | | | | | | | | | | | | | | | Cash and Cash Equivalents - End of the Year | | $ | 1,511,188 | | | $ | 547,890 | | | | | | | | | | | | | | | Supplemental Disclosures of Cash Flow Information: | | | | | | | | | | | Cash paid during the year for: | | | | | | | | | | | Interest | | $ | - | | | $ | - | | | | Income taxes | | $ | - | | $ | - | | | | | | | | | | | | | | | Non-cash investing and financing activities: | | | | | | | | | | | Return and cancellation of shares in lieu of payroll tax withholding | | $ | - | | | $ | 48,410 | | | | Issuance of common stock held in abeyance | | $ | 28 | | | $ | 15 | | | | Reclassification of deferred offering costs | | $ | 217,762 | | | $ | - | | | | Deferred offering costs included in accounts payable | | $ | 18,900 | | | $ | - | | | | Financing of insurance premiums | | $ | 46,980 | | | $ | - | | | The accompanying notes are an integral part of these consolidated financial statements. | F-7 | | **** **BIORESTORATIVE THERAPIES, INC.** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** NOTE 1 - ORGANIZATION, LIQUIDITY, GOING CONCERN AND BUSINESS OPERATIONS *Corporate History* BioRestorative Therapies, Inc. has one wholly-owned subsidiary, Stem Pearls, LLC (Stem Pearls). BioRestorative Therapies, Inc. and its subsidiary are referred to collectively as BRT or the Company. On December 23, 2022, the Company reincorporated from Delaware to Nevada by filing Articles of Incorporation with the state of Nevada. The reincorporation was structured as a statutory merger. *Liquidity and Going Concern* The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and satisfying liabilities in the normal course of business. For the year ended December 31, 2025, the Company had a net loss of $14.2 million and negative cash flows from operations of $10.8 million. As of December 31, 2025, the Company had a working capital deficit of $0.6 million. The Company anticipates that it will continue to incur net losses and negative cash flows from operations as it executes its development plans for 2026 and beyond, as well as other potential strategic and business development initiatives. These conditions raise substantial doubt about the Companys ability to continue as a going concern for at least twelve months after the issuance date of these financial statements. The Company has previously funded, and plans to continue funding, these losses primarily through current cash on hand, investments in marketable securities and additional infusions of cash from equity and debt financing. During the year ended December 31, 2025, the Company sold 965,424 shares of its Common Stock under its at-the-market offering agreement with Rodman & Renshaw LLC (Rodman) and raised approximately $2.0 million of gross proceeds. On October 8, 2025, the Company closed on the sale of an aggregate of 678,125 shares of its Common Stock in a registered direct offering for aggregate gross proceeds of approximately $1.1 million. Concurrently, the Company issued to the investors warrants to purchase an aggregate of 508,592 shares of its Common Stock and to the placement agent warrants to purchase 35,062 shares of our Common Stock. On February 13, 2026, the Company closed on a public offering. See Note 10 - Subsequent Events for further details. The Companys current funds will not be sufficient to enable the Company to fund its development efforts for at least twelve months after the issuance of these financial statements or to fully complete its development activities or attain profitable operations. If the Company is unable to obtain such needed additional financing on a timely basis, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Companys business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP), which contemplate 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 consolidated financial statements do not necessarily purport to represent realizable or settlement values. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. *Nasdaq Listing Requirements* On March 26, 2026, the Company received a notice from The Nasdaq Stock Market LLC (Nasdaq) notifying the Company that, because the closing bid price for the Companys shares of Common Stock was less than $1.00 per share for 30 consecutive business days, the Company was no longer in compliance with the minimum bid price requirement for continued listing on Nasdaq. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until September 22, 2026, to regain compliance with the minimum bid price requirement. To regain compliance, the Companys Common Stock must have a minimum closing bid price of at least $1.00 per share for a minimum of ten consecutive business days during the 180 calendar day grace period. If the Company does not regain compliance by September 22, 2026, the Company may be afforded a second 180 calendar day grace period. To qualify, the Company would be required to meet the continued listing requirements for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price requirement. In addition, the Company would be required to provide written notice to Nasdaq of its intention to cure the minimum bid price deficiency during the second compliance period by effecting a reverse stock split, if necessary. If the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Companys Common Stock will be subject to delisting. At that time, the Company may appeal the Nasdaq Staffs determination to a Nasdaq Hearings Panel. Delisting from the Nasdaq Capital Market may adversely affect the Companys ability to raise additional financing through the public or private sale of equity securities, may significantly affect the ability of investors to trade the Companys securities and may negatively affect the value and liquidity of the Companys Common Stock. The Company intends to monitor the closing bid price of its Common Stock and consider its available options to resolve the noncompliance with the minimum bid price requirement, including effecting a reverse split of its Common Stock. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with the other Nasdaq listing criteria. *Business Operations* BRT develops therapeutic products and medical therapies using cell and tissue protocols, primarily involving adult stem cells. BRTs website is at www.biorestorative.com. The information contained in the website or connected thereto is not intended to be incorporated by reference into this Annual Report. BRT is currently developing a Disc/Spine Program referred to as brtxDISC. Its lead cell therapy candidate, BRTX-100, is a product formulated from autologous (or a persons own) cultured mesenchymal stem cells collected from the patients bone marrow. The product is intended to be used for the non-surgical treatment of painful lumbosacral disc disorders or as a complimentary therapeutic to a surgical procedure. BRT is also engaging in research efforts with respect to a platform technology utilizing brown adipose (fat) for therapeutic purposes to treat type 2 diabetes, obesity and other metabolic disorders and has labeled this initiative its ThermoStem Program. In addition, in continuation of BRTs mission of developing and commercializing cell-based biologics, it is seeking to develop a biologics-based cosmetic products business. Pursuant to such business, BRT formulates, manufactures and sells products designed for cosmetic and aesthetic uses. Further, BRT has licensed a patented curved needle device that is a needle system designed to deliver cells and/or other therapeutic products or material to the spine and discs or other potential sites. | F-8 | | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES *Reclassifications* Certain prior period statements of operations amounts have been reclassified to conform to the Companys fiscal 2025 presentation. The reclassifications result from the implementation of a proportional allocation methodology for stock-based compensation expense to each stock option holders respective department within the Company rather than being reported solely within general and administrative expense. These reclassifications have no impact on the Companys previously reported net loss. *Basis of Presentation* The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP. The summary of significant accounting policies presented below is designed to assist in understanding the Companys consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of Companys management, who is responsible for their integrity and objectivity. *Principles of Consolidation* The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Stem Pearls. All intercompany accounts and transactions have been eliminated in consolidation. *Use of Estimates* The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the financial statements. The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that it believes to be reasonable. The Companys significant estimates and judgements involve stock-based compensation and derivatives liabilities. As future events and their effects cannot be determined with precision, actual results could differ from these estimates which may cause the Companys future results to be affected. *Segment Reporting* Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision-maker (CODM), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company has one operating and reporting segment (BioRestorative Therapies, Inc.) which develops therapeutic products and medical therapies using cell and tissue protocols, primarily involving adult stem cells. The Companys Chief Executive Officer serves as the CODM and reviews financial information presented on a consolidated basis to make operational decisions and evaluate financial performance. The CODM reviews profit and loss information on a consolidated basis, as presented in the statement of operations. Disaggregated expense data beyond what is included in the consolidated statements of operations is not provided to the CODM. Since the Companys operations consist of a single reporting segment, the segment assets are presented on the accompanying consolidated balance sheet as total assets. | F-9 | | *Revenue Recognition* The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606). The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The Company recognizes revenue primarily from the following different types of contracts: | | | Product sales - Revenue is recognized at the point in time the customer obtains control of the goods and the Company satisfies its performance obligation. | | | | | Royalty revenue - Revenue is recognized as a usage-based royalty from customers usage of intellectual property pursuant to a license agreement at the point in time in which the underlying sale occurs. | | The Company recognizes bill-and-hold revenue from its sale of cosmetic units warehoused at a Company location for a specified period of time in accordance with directions received from the Companys customer. Even though the units are held at a Company location, a sale is recognized at the point in time when the customer obtains control of the product. Control is transferred to the customer in a bill-and-hold arrangement when: (i) customer acceptance specifications have been met, (ii) legal title has transferred, (iii) the customer has a present obligation to pay for the product and (iv) the risks and rewards of ownership have transferred to the customer. Additionally, all of the following bill-and-hold criteria have to be met in order for control to be transferred to the customer: | | | the reason for the bill-and-hold arrangement is substantive | | | | | the customer has requested the product be warehoused | | | | | the product has been identified as separately belonging to the customer | | | | | the product is currently ready for physical transfer to the customer | | | | | the Company does not have the ability to use the product or direct it to another customer. | | The following table summarizes the Companys revenue recognized in its consolidated statements of operations: SCHEDULE OF REVENUE RECOGNIZED | | | | | | | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Product revenue | | $ | 300,000 | | | $ | 300,000 | | | | Royalty revenue | | | 59,700 | | | | 101,000 | | | | Revenues | | $ | 359,700 | | | $ | 401,000 | | | **** *Cash and Cash Equivalents* Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution. The Company maintains deposits in its accounts that hold cash and cash equivalents in excess of the Federal Depository Insurance Corporation (FDIC) coverage of $250,000 per banking institution. The Company had deposits in excess of FDIC coverage of $1,180,853 and $252,801 as of December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company has not experienced losses on this account. *Investments Held in Marketable Securities* As of December 31, 2025 and 2024, investments held in marketable securities consists of U.S. Treasury securities held in a trust account. The Companys investments held in the trust account are presented on the consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in interest income in the accompanying consolidated statements of operations. U.S. Treasury bills held in the trust account are short-term in nature and are carried at fair value. As of December 31, 2025, the Company has not experienced losses on these investments. The following tables summarize the Companys investments held in marketable securities: SCHEDULE OF INVESTMENTS HELD IN MARKETABLE SECURITIES | | | Amortized Cost | | | Gross Unrealized Gains | | | Gross Unrealized Losses | | | Fair Value | | | | | | As of December 31, 2025 | | | | | | Amortized Cost | | | Gross Unrealized Gains | | | Gross Unrealized Losses | | | Fair Value | | | | U.S. Treasury notes | | $ | 1,421,503 | | | $ | 8,177 | | | $ | - | | | $ | 1,429,680 | | | | U.S. Treasury bills | | | 6,835,589 | | | | - | | | | - | | | | 6,835,589 | | | | Accrued interest | | | - | | | | - | | | | - | | | | 12,054 | | | | Investments held in marketable securities | | $ | 1,421,503 | | | $ | 8,177 | | | $ | - | | | $ | 1,441,734 | | | | | | Amortized Cost | | | Gross Unrealized Gains | | | Gross Unrealized Losses | | | Fair Value | | | | | | As of December 31, 2024 | | | | | | Amortized Cost | | | Gross Unrealized Gains | | | Gross Unrealized Losses | | | Fair Value | | | | U.S. Treasury notes and bonds | | $ | 3,145,071 | | | $ | 806 | | | $ | (4,774 | ) | | $ | 3,141,103 | | | | U.S. Treasury bills | | | 6,835,589 | | | | - | | | | - | | | | 6,835,589 | | | | Accrued interest | | | - | | | | - | | | | - | | | | 208,009 | | | | Investments held in marketable securities | | $ | 9,980,660 | | | $ | 806 | | | $ | (4,774 | ) | | $ | 10,184,701 | | | *Customer and Revenue Concentrations* All of the Companys royalty revenue was derived from one customer. Additionally, all of the Companys product sales revenue was derived from a different single customer. *Accounts Receivable* Accounts receivable are carried at their contractual amounts, less an estimate for credit losses. As of December 31, 2025 and 2024, no allowances for credit losses were determined to be necessary. Management estimates the allowance for credit losses based on existing economic conditions, the financial conditions of the customers, and the amount and age of past due accounts. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for credit losses only after all collection attempts have been exhausted. | F-10 | | *Deferred Contract Costs* The Company defers costs associated with fulfilling its contracts if those costs meet all of the following criteria: (i) the costs relate directly to a contract, (ii) the costs generate or enhance resources of the Company that will be used in satisfying performance obligations in the future, and (iii) the costs are expected to be recovered. Deferred contract costs are recognized as cost of revenues in the period when the related revenue is recognized. Deferred contract costs consist of consumables and labor costs and are included in prepaid and other current assets in the consolidated balance sheets. The Company had $9,517 and $10,250 deferred contract costs as of December 31, 2025 and 2024, respectively. *Deferred Offering Costs* Deferred offering costs, which primarily consist of direct, incremental professional fees incurred in connection with a financing, are capitalized as non-current assets on the balance sheet. Upon consummation of a financing, the deferred offering costs would be offset against the offering proceeds. If the completion of a contemplated financing was no longer probable, the related deferred offering costs would be charged to general and administrative expense in the consolidated financial statements. The Company had $49,808 and $148,697 of deferred offering costs as of December 31, 2025 and 2024, respectively. *Property and Equipment* Property and equipment are recorded at cost. Depreciation is computed using straight-line method over the estimated useful lives of the related assets, generally three3 to ten years. Expenditures that enhance the useful lives of the assets are capitalized and depreciated. Computer equipment costs are capitalized, as incurred, and depreciated on a straight-line basis over a range of 3 years. Medical equipment costs are capitalized and depreciated over 5 years, while furniture and fixtures are depreciated over 4 years. Office equipment is depreciated over a period of 3 to 5 years, and manufacturing equipment over 4 to 5 years. Leasehold improvements are amortized over the lesser of (i) the useful life of the asset, or (ii) the remaining lease term. Maintenance and repairs are charged to expense as incurred. The Company capitalizes cost attributable to the betterment of property and equipment when such betterment extends the useful life of the assets. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. *Intangible Assets* The Company records its intangible assets at cost in accordance with ASC 350, *Intangibles - Goodwill and Other*. Definite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. ** *Impairment of Long-Lived Assets* The Company reviews long-lived assets, including definite-lived intangible assets and right-of-use assets from operating leases, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. For the years ended December 31, 2025 and 2024, the Company determined that there was no impairment charge for its long-lived assets. | F-11 | | *Warrant and Option Valuation* The Company has computed the fair value of warrants and options granted using the Black-Scholes option pricing model. The expected term used for warrants and options issued to non-employees is the contractual life and the expected term used for options issued to employees and directors is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the simplified method to develop an estimate of the expected term of plain vanilla employee option grants. The Company is utilizing an expected volatility figure based on a review of Companys historical volatility, over a period equivalent to the expected life of the instrument being valued, when sufficient trading history exists. In instances where the Company has insufficient trading history, the expected volatility is based on a blend of the Companys available historical volatility and the historical volatility of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. ** *Derivative Financial Instruments* The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. ** *Fair Value of Financial Instruments* Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and is measured using inputs in one of the following three categories: Level 1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation of these items does not entail a significant amount of judgment. Level 2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities. Level 3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. The Company considers cash and cash equivalents, investments held in marketable securities, accounts receivable, accounts payable and warrant liabilities to meet the definition of financial instruments. As of December 31, 2025 and 2024, the carrying amount of cash and cash equivalents, investments held in marketable securities, accounts receivable, and accounts payable approximate their fair value due to the relatively short period of time between their origination and their expected realization or payment. The warrant liabilities are measured at fair value (see Note 9 Fair Value Measurement for additional details). During the years ended December 31, 2025 and 2024, the Company recognized aggregate dividend and interest income of $270,573 and $623,801 respectively, on its marketable securities, which was included within other income on its consolidated statements of operations. *Net Loss per Common Share* Net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the year. All outstanding options and warrants are considered potential Common Stock. The Company has 918,055 shares held in abeyance included in basic loss per share given that they were issuable for no additional consideration (see Note 6 Stockholders Equity for additional details). The dilutive effect, if any, of stock options and warrants are calculated using the treasury stock method. All outstanding convertible preferred stock is considered Common Stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of Common Stock equivalents is anti-dilutive with respect to losses, options, warrants, restricted stock units (RSUs) and convertible preferred stock have been excluded from the Companys computation of diluted net loss per common share for the years ended December 31, 2025 and 2024. | F-12 | | The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Companys net loss position even though the exercise or conversion price could be less than the average market price of the common shares: SCHEDULE OF WEIGHTED AVERAGE DILUTIVE COMMON SHARES | | | For the Years Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Stock options | | | 5,266,600 | | | | 3,263,467 | | | | Warrants | | | 4,495,038 | | | | 3,951,634 | | | | Convertible Preferred Stock | | | 1,398,158 | | | | 1,398,158 | | | | | | | 11,159,796 | | | | 8,613,259 | | | **** *Stock-Based Compensation* The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date and then is recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period, on a straight-line basis. The Company computes the fair value of equity-classified warrants and options granted using the Black-Scholes option pricing model. Option forfeitures are recorded as incurred as a reduction of amounts previously expensed. *Income Taxes* Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company utilizes ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is more likely-than-not that a deferred tax asset will not be realized. For uncertain tax positions that meet a more likely than not threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Companys practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations. *Leases* The Company determines whether an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU) assets and operating lease liabilities in our consolidated balance sheets. ROU assets represent the Companys right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Companys leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The Companys lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise the option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. | F-13 | | *Recently Adopted Accounting Pronouncements* In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which enhances the transparency and decision usefulness of income tax disclosures. Adjustments to the annual disclosure of income taxes include: (1) A tabular rate reconciliation comprised of eight specific categories, (2) Incomes taxes paid, disaggregated between significant national, state, and foreign jurisdictions, (3) Eliminates requirements to disclose the nature and estimate of reasonably possible changes to unrecognized tax benefits in the next 12 months or that an estimated range cannot be made, and (4) Adds a requirement to disclose income (or loss) from continuing operations before income tax expense (or benefit) by national and foreign, and income tax expense (or benefit) from continuing operations disaggregated between national, state and foreign. ASU 2023-09 is effective for public business entities for fiscal years beginning on or after December 15, 2024 with early adoption permitted. The amendments in ASU 2023-09 were adopted by the Company on a prospective basis. There was no material impact to the Companys financial statements as a result of adopting ASU 2023-09. ** *Recently Issued Accounting Pronouncements* In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, (ASU 2024-03), which is intended to require more detailed disclosures about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented on the face of the income statement. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of ASU 2024-03 or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the potential impact of this update on its consolidated financial statements and related disclosures. In July 2025, the FASB released ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. (ASU 2025-05). ASU 2025-05 amends ASC Subtopic 326-20 to provide a practical expedient for all entities and an accounting policy election for all entities, other than public business entities, that elect the practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. ASU 2025-05 addresses concerns from stakeholders that estimating expected credit losses can be costly and complex for such transactions. ASU 2025-05 is effective for all business entities for annual periods beginning after December 15, 2025, with early adoption permitted. The Company is currently assessing the impact of this update on the Companys financial statements. **** | F-14 | | **** NOTE 3 - PROPERTY AND EQUIPMENT Property and equipment consists of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT | | | | | | | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Medical equipment | | $ | 352,133 | | | $ | 352,133 | | | | Furniture and fixtures | | | 123,486 | | | | 123,486 | | | | Computer software and equipment | | | 136,205 | | | | 136,205 | | | | Office equipment | | | 18,779 | | | | 18,779 | | | | Manufacturing equipment | | | 553,362 | | | | 501,421 | | | | Leasehold improvements | | | 342,048 | | | | 342,048 | | | | Asset under construction | | | 64,128 | | | | - | | | | Property plant and equipment gross | | | 1,590,141 | | | | 1,474,072 | | | | Less: accumulated depreciation | | | (1,231,374 | ) | | | (1,111,136 | ) | | | Property and equipment, net | | $ | 358,767 | | | $ | 362,936 | | | **** Total depreciation expense for the years ended December 31, 2025 and 2024 was $120,238 and $99,309, respectively. Depreciation expense is reflected in general and administrative expenses and research and development expenses in the consolidated statements of operations. **** NOTE 4 - INTANGIBLE ASSETS The Company is a party to a license agreement with the stem cell treatment company (the SCTC) (as amended) (the SCTC Agreement). Pursuant to the SCTC Agreement, the Company obtained, among other things, a worldwide (excluding Asia and Argentina), exclusive, royalty-bearing license from the SCTC to utilize or sublicense a certain method for culturing cells and a worldwide, exclusive, royalty-bearing license from the SCTC to utilize or sublicense a certain medical device patent for the administration of specific cells and/or cell products to the disc and/or spine (and other parts of the body). In February 2017, the Company received authorization from the Food and Drug Administration (the FDA) to proceed with a Phase 2 clinical trial. In February 2022, the Company announced that the United States Patent and Trademark Office issued a notice of allowance for a patent application relating to the Companys BRTX-100 clinical program. This patent was issued in March 2022. Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS | | | Patents and Trademarks | | | Licenses | | | Accumulated Amortization | | | Total | | | | Balance as of January 1, 2024 | | $ | 3,676 | | | $ | 1,593,530 | | | $ | (883,514 | ) | | $ | 713,692 | | | | Amortization expense | | | - | | | | - | | | | (89,747 | ) | | | (89,747 | ) | | | Balance as of December 31, 2024 | | | 3,676 | | | | 1,593,530 | | | | (973,261 | ) | | | 623,945 | | | | Amortization expense | | | - | | | | - | | | | (89,747 | ) | | | (89,747 | ) | | | Balance as of December 31, 2025 | | $ | 3,676 | | | $ | 1,593,530 | | | $ | (1,063,008 | ) | | $ | 534,198 | | | | Weighted average remaining amortization period at December 31, 2025 (in years) | | | - | | | | 9.8 | | | | | | | | | | | | F-15 | | Amortization of intangible assets consists of the following: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS AMORTIZATION EXPENSES | | | Patents and Trademarks | | | Licenses | | | Accumulated Amortization | | | | Balance as of January 1, 2024 | | $ | 3,676 | | | $ | 879,838 | | | $ | 883,514 | | | | Amortization expense | | | - | | | | 89,747 | | | | 89,747 | | | | Balance as of December 31, 2024 | | | 3,676 | | | | 969,585 | | | | 973,261 | | | | Amortization expense | | | - | | | | 89,747 | | | | 89,747 | | | | Balance as of December 31, 2025 | | $ | 3,676 | | | $ | 1,059,332 | | | $ | 1,063,008 | | | Amortization expense for the next five years is as follows: SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS FUTURE AMORTIZATION EXPENSES | For the Years Ending December 31, | | Total | | | | 2026 | | $ | 89,747 | | | | 2027 | | | 89,747 | | | | 2028 | | | 89,747 | | | | 2029 | | | 82,920 | | | | 2030 | | | 14,603 | | | | Thereafter | | | 167,434 | | | | Total | | $ | 534,198 | | | **** NOTE 5 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | | | 2025 | | | 2024 | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Accrued bonuses | | $ | 713,500 | | | $ | 704,000 | | | | Insurance financing arrangement | | | 42,282 | | | | - | | | | Accrued credit card payable | | | 143,073 | | | | 25,485 | | | | Accrued consulting fees | | | 55,829 | | | | - | | | | Other accrued expenses | | | 27,363 | | | | 15,000 | | | | Total accrued expenses and other current liabilities | | $ | 982,047 | | | $ | 744,485 | | | Note 6 - STOCKHOLDERS EQUITY **** *Series B Preferred Stock* Effective September 8, 2022, the Company issued 1,543,158 shares of Series B Preferred Stock (Series B) to Auctus Fund, LLC (Auctus). The Series B has a liquidation preference of $0.001 per share and the limitation on beneficial ownership of Common Stock of the Company upon a conversion of the Series B into Common Stock, and the limitation on the number of votes attributable to the Series B, is 9.99% of the then outstanding Common Stock of the Company. The Company is required, at all times, to reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the full conversion of the Series B. The Series B is not subject to redemption by the Company or any Series B holder. See Note 10 Subsequent Events for additional details regarding the conversion of Series B into Common Stock. **Dividends** Series B holders shall be entitled to receive, when and as declared by the Board of Directors, dividends on a pari passu basis with the holders of the shares of Common Stock based upon the number of shares of Common Stock into which the Series B is then convertible. | F-16 | | **Voting Rights** Series B holders shall be entitled to vote on all matters presented to the stockholders of the Company for a vote at a meeting of stockholders of the Company or a written consent in lieu of a meeting of stockholders of the Company, and shall be entitled to such number of votes for each share of Series B entitled to vote at such meetings or pursuant to such consent, voting together with the holders of shares of Common Stock and other shares of preferred stock who are entitled to vote, and not as a separate class, except as required by law. The number of votes to which the Series B holders shall be entitled to vote for each share of Series B shall equal the number of shares of Common Stock into which such Series B is then convertible; provided, however, that in no event shall a Series B holder be entitled to vote more than 9.99% of the then outstanding shares of Common Stock. **Conversion** Optional Conversion - Each share of Series B shall be convertible, at any time and from time to time, at the option of the Series B holder, into one share of Common Stock; provided, however, that in no event shall a Series B holder be entitled to convert any shares of Series B to the extent that such conversion would result in beneficial ownership by such Series B holder of more than 9.99% of the outstanding shares of Common Stock. Automatic Conversion - From time to time, in the event that an event occurs which has the effect of reducing a Series B holders beneficial ownership of shares of Common Stock to less than 9.5% of the then publicly disclosed outstanding shares of Common Stock, then, within five business days, the Series B holder is required to provide notice to the Company to such effect, which notice shall state the number of shares of Common Stock beneficially owned by the Series B holder and shall provide reasonable detail with regard thereto, including the number of derivative securities compromising a portion of such beneficial share amount. Such notice shall have the effect of a notice of conversion with respect to the conversion of such number of shares of Series B as would increase the Series B holders beneficial ownership of Common Stock to 9.99% of the then publicly disclosed outstanding shares of Common Stock. No Series B was converted during fiscal years ended December 31, 2025 and 2024. As of December 31, 2025, 1,398,158 shares of Series B remained outstanding. See Note 10 Subsequent Events for additional details regarding the conversion of Series B into Common Stock. *2021 Stock Incentive Plan* On March 18, 2021, the Companys Board of Directors adopted the BioRestorative Therapies, Inc. 2021 Stock Incentive Plan (the 2021 Plan). The 2021 Plan was approved by the Companys stockholders on August 17, 2021. Under the 2021 Plan, the number of shares of Common Stock authorized for issuance pursuant to the grant of stock options, restricted stock units, restricted stock, stock appreciation rights and other incentive awards was 3,850,000 as of December 31, 2023. On July 23, 2024, the Companys Board of Directors approved an amendment to the Companys 2021 Plan to increase the number of shares of Common Stock authorized to be issued under the 2021 Plan from 3,850,000 to 6,850,000. Such amendment was approved by the Companys stockholders on September 19, 2024. On July 17, 2025, the Companys Board of Directors approved an amendment to the Companys 2021 Plan to further increase the number of shares of Common Stock authorized to be issued under the 2021 Plan from 6,850,000 to 9,850,000. Such amendment was approved by the Companys stockholders on September 18, 2025. *Sales of Common Stock* In November 2024, the Company entered into an At The Market Offering Agreement with Rodman, under which the Company has the ability to issue and sell shares of its Common Stock, from time to time, through Rodman, in an at-the-market program (Rodman ATM). In November 2024, the Company filed a prospectus supplement with the Securities and Exchange Commission (the SEC) which provides for an aggregate offering price under the Rodman ATM of approximately $3,614,000. During the year ended December 31, 2025, the Company sold 965,424 shares of its Common Stock under the Rodman ATM, generating gross proceeds of $2,011,250. For the year ended December 31, 2025, the total commissions and related legal and accounting fees incurred, inclusive of previously capitalized offering costs, were $221,502, resulting in net proceeds of $1,789,749. As of March 26, 2026, the Company cannot sell any additional shares of Common Stock under the ATM program with Rodman. | F-17 | | On October 6, 2025, the Company entered into subscription agreements (the Subscription Agreements) with several investors (the Purchasers) pursuant to which the Company sold and issued to the Purchasers an aggregate of 678,125 shares of the Companys Common Stock in a registered direct offering at an offering price of $1.60 per share (the Registered Offering) for aggregate gross proceeds of $1,085,000. The Registered Offering closed on October 8, 2025. In connection with the Registered Offering, the Company entered into an engagement letter, dated August 11, 2025, with Alere Financial Partners (a division of Cova Capital Partners, LLC) (Alere), pursuant to which the Company agreed to pay Alere a cash fee equal to 6% of the gross proceeds of the offering from investors introduced to the Company by Alere (the Alere Investors) (4% for other investors). The Company also agreed to reimburse Alere approximately $8,300 for out-of-pocket expenses for legal fees and other expenses. For the year ended December 31, 2025, total commissions and related legal and accounting fees incurred in connection with the Registered Offering were $174,213, resulting in net proceeds of $910,787. On February 13, 2026, the Company sold shares of its Common Stock and warrants in a public offering through Rodman (the Rodman Offering), generating gross proceeds of $5,000,000. See Note 10 Subsequent Events for further details. *Common Stock Repurchase Program* On June 16, 2025, the Companys Board of Directors authorized a Common Stock repurchase program under which the Company may repurchase up to $2,000,000 of its outstanding Common Stock through June 16, 2026. No repurchases have been made as of December 31, 2025. *Common Stock Issuances* During the year ended December 31, 2025, the Company issued 29,249 shares of Common Stock related to the exercise of an option at an exercise price of $1.45 per share, which resulted in gross cash proceeds to the Company of $41,165. *Warrant Exercise and Issuance* ** On February 6, 2024, the Company entered into agreements with certain holders of its existing warrants exercisable for an aggregate of 3,351,580 shares of its Common Stock (collectively, the Existing Warrants), to exercise their warrants at a reduced exercise price of $2.33 per share, in exchange for the issuance of new warrants (the New Warrants) as described below (the Warrant Exercise and Issuance). The aggregate gross proceeds from the exercise of the Existing Warrants and the payment of the New Warrants, as described below, was approximately $8.1 million, before deducting cash issuance costs in the amount of $595,364. The reduction of the exercise price of the Existing Warrants and the issuance of the New Warrants was structured as an at-market transaction under Nasdaq rules. Of the 3,351,580 shares of Common Stock issuable upon the exercise of the Existing Warrants, through December 31, 2025, the Company had issued an aggregate of 2,433,525 shares of Common Stock. The remaining 918,055 shares of Common Stock as of December 31, 2025, which were issuable to Auctus Fund, LLC (Auctus), were being held in abeyance due to Auctus maximum beneficial ownership limitation (the Abeyance Shares). The Abeyance Shares have been fully paid for and were issuable upon notice from Auctus to the Company. During the years ended December 31, 2025 and 2024, the Company issued 283,525 and 475,000 shares of Common Stock, respectively, to Auctus in partial satisfaction of the Abeyance Shares. Subsequent to December 31, 2025, the Company issued the remainder of the Abeyance Shares. See Note 10 Subsequent Events for additional information regarding the Abeyance Shares. In consideration for the immediate exercise of the Existing Warrants for cash and the payment of $0.125 per share underlying the New Warrants, the exercising holders received the New Warrants to purchase shares of Common Stock in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act). The New Warrants are exercisable for a period of five years into an aggregate of 2,513,686 shares of Common Stock at an exercise price of $2.43 per share. The securities offered in the private placement were not registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. As part of the transaction, the Company agreed to file a resale registration statement with the SEC to register the resale of the shares of Common Stock underlying the New Warrants issued in the private placement. Such resale registration statement was filed and was declared effective by the SEC on April 18, 2024. | F-18 | | In connection with the transaction described above, the Company entered into a financial advisory services agreement, dated February 5, 2024, with Roth Capital Partners, LLC (Roth), pursuant to which the Company has paid Roth a cash fee of approximately $528,000 for its services, in addition to reimbursement for certain expenses. During the year ended December 31, 2024, the Company incurred an aggregate of $595,364 of cash issuance costs related to the Warrant Exercise and Issuance. Prior to the Warrant Exercise and Issuance, the Existing Warrants were classified as derivative liabilities. Additionally, the Company analyzed the form of the New Warrants and determined that they should be classified as derivative liabilities in accordance with ASC 815-40, Derivatives and Hedging Contracts in Entitys Own Equity. Under the New Warrants, the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the New Warrants and not result in a change of control of the Company. As a result, such New Warrants do not meet the criteria for equity treatment. Additionally, certain New Warrants contain adjustments to the settlement amount based on a variable that is not an input to the fair value of a fixed-for-fixed option as defined under ASC 815-40 and, accordingly, such New Warrants are not considered indexed to the Companys own stock and are not eligible for an exception from derivative accounting. See Note 9 Fair Value Measurement for details regarding the valuation of the Existing Warrants and New Warrants. The Company determined the Warrant Exercise and Issuance to be an exchange by investors of Existing Warrants with an aggregate fair value of $1,115,334 along with aggregate cash consideration of $8,123,392 (consisting of $7,809,181 paid to exercise the Existing Warrants and $314,211 paid for the New Warrants) for an aggregate of 3,351,580 shares of Common Stock with an aggregate fair value of $4,742,244, New Warrants with an aggregate fair value of $2,189,420 and aggregate cash issuance costs of $595,364 and, accordingly, the Company recorded a gain on exchange of warrants of $1,711,698 during the year ended December 31, 2024. ** *Alere Warrants* Pursuant to the Subscription Agreements, in a concurrent private placement offering (the Private Placement) with the Registered Offering, the Company issued to the Purchasers unregistered warrants to purchase up to an aggregate of 508,592 shares of the Companys Common Stock which are exercisable commencing six months from the date of issuance until the five year anniversary of the date of issuance at an exercise price of $2.75 per share (the Alere Private Placement Warrants). The Private Placement closed on October 8, 2025. In addition, the Company agreed to issue to Alere, at the closing of the offering, a warrant to purchase 35,062 shares of the Companys Common Stock (the Alere Warrant). The Alere Warrant is exercisable commencing six months from the date of issuance until the five year anniversary of the date of issuance. ** *Rodman Warrants* On February 9, 2026, in connection with the Rodman Offering, the Company issued to the investors Common Stock Warrants and Pre-Funded Warrants (as defined in Note 10 Subsequent Events) and issued Rodman Warrants (as defined in Note 10 Subsequent Events). ** ** *Warrant Activity Summary* A summary of the warrant activity during the year ended December 31, 2025 is presented below: SCHEDULE OF WARRANT ACTIVITY | | | | | | | | | Weighted | | | | | | | | | Weighted | | | Average | | | | | | | | | Average | | | Remaining | | | | | | Number of | | | Exercise | | | Life | | | | | | Warrants | | | Price | | | In Years | | | | Outstanding, January 1, 2025 | | | 3,951,634 | | | $ | 5.22 | | | | | | | | Granted | | | 543,654 | | | | 2.75 | | | | | | | | Expired | | | (250 | ) | | | 60.00 | | | | | | | | Outstanding, December 31, 2025 | | | 4,495,038 | | | $ | 4.94 | | | | 2.60 | | | | | | | | | | | | | | | | | | | Exercisable, December 31, 2025 | | | 4,495,038 | | | $ | 4.94 | | | | 2.60 | | | | F-19 | | The following table presents information related to Common Stock warrants at December 31, 2025: SCHEDULE OF STOCK WARRANTS | Warrants Outstanding | | | Warrants Exercisable | | | | | | | | | | Weighted | | | | | | | | | | Outstanding | | | Average | | | Exercisable | | | | Exercise | | | Number of | | | Remaining Life | | | Number of | | | | Price | | | Warrants | | | In Years | | | Warrants | | | | | | | | | | | | | | | | | $ | 2.43 | | | | 2,513,686 | | | | 3.1 | | | | 2,513,686 | | | | $ | 2.75 | | | | 543,654 | | | | 4.8 | | | | 543,654 | | | | $ | 2.92 | | | | 51,370 | | | | 1.9 | | | | 51,370 | | | | $ | 10.00 | | | | 1,150,358 | | | | 0.9 | | | | 1,150,358 | | | | $ | 12.50 | | | | 235,970 | | | | 0.9 | | | | 235,970 | | | | | | | | | 4,495,038 | | | | | | | | 4,495,038 | | | In applying the Black-Scholes option pricing model to warrants granted, the Company used the following assumptions: SCHEDULE OF STOCK OPTION GRANTED ASSUMPTIONS | | | October 8, 2025 | | | | Risk free interest rate | | | 3.72% | | | | Expected term (years) | | | 5.00 | | | | Expected volatility | | | 95.36% | | | | Expected dividends | | | 0.00% | | The weighted average estimated fair value of the warrants granted during the years ended December 31, 2025 and 2024 was $0.66 and $0.87 per warrant, respectively. See Note 9 Fair Value Measurement for details regarding the fair value estimates of the warrants that are classified as derivative liabilities. Stock Options On February 14, 2025, the Company granted ten-year options to purchase an aggregate of 2,152,908 shares of the Companys Common Stock at an exercise price of $2.46 per share to employees, the Companys board of directors and a member of the Companys Scientific Advisory Board. The options had an aggregate grant date fair value of $4,044,250 and vest as follows: (i) options to purchase an aggregate 323,459 shares of Common Stock vest monthly over one year, and (ii) options to purchase an aggregate of 1,829,449 shares of Common Stock vest to the extent of 50% immediately with the remainder vesting quarterly over two years commencing one year from the date of grant. The Company is recognizing the grant date fair value of the options on a straight-line basis over the vesting period. On June 5, 2025, the Company granted a ten-year option to purchase 25,000 shares of the Companys Common Stock at an exercise price of $1.78 per share to an employee. The option had a grant date fair value of $34,250 and vests to the extent of 50% immediately with the remainder vesting quarterly over two years commencing one year from the date of grant. The Company is recognizing the grant date fair value of the option on a straight-line basis over the vesting period. On October 13, 2025, the Company granted a ten-year option to purchase 25,000 shares of the Companys Common Stock at an exercise price of $1.62 per share to an employee. The option had a grant date fair value of $30,750 and vests as follows: (i) 50% immediately, and (ii) the remainder quarterly over two years commencing one year from the date of grant. The Company is recognizing the grant date fair value of the option on a straight-line basis over vesting period. | F-20 | | A summary of the option activity during the year ended December 31, 2025 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY | | | | | | | | | Weighted | | | | | | | | | | | | Weighted | | | Average | | | | | | | | | | | | Average | | | Remaining | | | | | | | | | Number of | | | Exercise | | | Life | | | Intrinsic | | | | | | Options | | | Price | | | In Years | | | Value | | | | Outstanding, January 1, 2025 | | | 3,263,467 | | | $ | 2.63 | | | | | | | | | | | | Granted | | | 2,202,908 | | | | 2.44 | | | | | | | | | | | | Exercised | | | (29,249 | ) | | | 1.45 | | | | | | | | | | | | Forfeited | | | (170,526 | ) | | | 2.20 | | | | | | | | | | | | Outstanding, December 31, 2025 | | | 5,266,600 | | | $ | 2.57 | | | | 7.5 | | | $ | - | | | | | | | | | | | | | | | | | | | | | | | Exercisable, December 31, 2025 | | | 3,993,082 | | | $ | 2.69 | | | | 7.1 | | | $ | - | | | The following table presents information related to stock options at December 31, 2025: SCHEDULE OF INFORMATION RELATED TO STOCK OPTIONS | Options Outstanding | | | Options Exercisable | | | | | | | | | | Weighted | | | | | | | | | | Outstanding | | | Average | | | Exercisable | | | | Exercise | | | Number of | | | Remaining Life | | | Number of | | | | Price | | | Options | | | In Years | | | Options | | | | | | | | | | | | | | | | | $ | 1.45 | | | | 1,705,824 | | | | 7.1 | | | | 1,414,156 | | | | $ | 1.62 | | | | 25,000 | | | | 9.8 | | | | 12,500 | | | | $ | 1.78 | | | | 25,000 | | | | 9.4 | | | | 12,500 | | | | $ | 2.46 | | | | 2,141,129 | | | | 9.1 | | | | 1,184,279 | | | | $ | 2.91 | | | | 565,049 | | | | 5.7 | | | | 565,049 | | | | $ | 5.08 | | | | 804,598 | | | | 4.9 | | | | 804,598 | | | | | | | | | 5,266,600 | | | | | | | | 3,993,082 | | | In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions: SCHEDULE OF STOCK OPTION GRANTED ASSUMPTIONS | | | For the Years Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Risk free interest rate | | | 3.68 - 4.40% | | | | 4.14 - 4.30% | | | | Expected term (years) | | | 5.27 - 5.38 | | | | 2.77 - 5.38 | | | | Expected volatility | | | 95.96 - 99.32% | | | | 101 - 102% | | | | Expected dividends | | | 0.00% | | | | 0.00% | | The weighted average grant date fair value of the stock options granted during the years ended December 31, 2025 and 2024 was $1.89 and $1.45, respectively. Stock-Based Compensation Expense The following table presents information related to stock-based compensation expense: SCHEDULE OF STOCK OPTION EXPENSE | | | | | | | | | | | | | | | | | | For the Years Ended | | | Unrecognized at | | | Weighted Average Remaining Amortization | | | | | | December 31, | | | December 31, | | | Period | | | | | | 2025 | | | 2024 | | | 2025 | | | (Years) | | | | Research and development | | $ | 1,524,053 | | | $ | 1,358,204 | | | | | | | | | | | | General and administrative | | | 1,801,573 | | | | 1,454,362 | | | | | | | | | | | | Total | | $ | 3,325,626 | | | $ | 2,812,566 | | | $ | 1,492,747 | | | | 1.65 | | | | Stock-based compensation expense | | $ | 3,325,626 | | | $ | 2,812,566 | | | $ | 1,492,747 | | | | 1.65 | | | **** | F-21 | | NOTE 7 - INCOME TAXES **** The following table summarizes net loss before income taxes: SCHEDULE OF NET LOSS BEFORE INCOME TAXES | | | 2025 | | | 2024 | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Domestic | | $ | (14,200,500 | ) | | $ | (8,979,400 | ) | | | Foreign | | | - | | | | - | | | | Net loss before income tax | | $ | (14,200,500 | ) | | $ | (8,979,400 | ) | | The income tax provision (benefit) as of December 31, 2025 and 2024 consists of the following: SCHEDULE OF INCOME TAX PROVISION (BENEFIT) | | | | | | | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Federal: | | | | | | | | | | | Current | | $ | - | | | $ | - | | | | Deferred | | | 2,894,800 | | | | 3,567,000 | | | | | | | | | | | | | | | State & Local: | | | | | | | | | | | Current | | | - | | | | - | | | | Deferred | | | 3,955,300 | | | | (1,161,100 | ) | | | Total | | | 6,850,100 | | | | 2,405,900 | | | | Change in valuation allowance | | | (6,850,100 | ) | | | (2,405,900 | ) | | | Income tax provision (benefit) | | $ | - | | | $ | - | | | The Company did not pay any income taxes during the years ended December 31, 2025 and 2024. A reconciliation of the statutory federal income tax benefit to actual tax benefit for the year ended December 31, 2025 is as follows: SCHEDULE OF STATUTORY FEDERAL INCOME TAX RATE | | | Amount | | | Percent | | | | | | December 31, 2025 | | | | | | Amount | | | Percent | | | | Federal income tax (benefit) expense at statutory rate | | $ | (2,982,100 | ) | | | 21.0 | % | | | State and local income taxes, net of federal benefit of state | | | - | | | | 0.0 | % | | | Foreign Jursidiction | | | - | | | | 0.0 | % | | | Total Effect of Cross-Border Tax Laws | | | - | | | | 0.0 | % | | | Tax Credits (Federal) | | | - | | | | 0.0 | % | | | Valuation Allowance (Federal) | | | (2,894,800 | ) | | | 20.4 | % | | | Non-Deductible or Non-Taxable Items: | | | | | | | | FV Adjustment | | | (235,500 | ) | | | 1.6 | % | | | Stock Compensation | | | 6,162,400 | | | | -43.4 | % | | | Other | | | 2,100 | | | | 0.0 | % | | | Unrecognized Tax Benefits | | | - | | | | 0.0 | % | | | Other adjustment | | | (52,100 | ) | | | 0.4 | % | | | Effective income tax rate | | $ | - | | | | 0.0 | % | | A reconciliation of the statutory federal income tax benefit to actual tax benefit for the year ended December 31, 2024 is as follows: | | | December 31, 2024 | | | | Federal statutory rate | | | 21.0 | % | | | State tax, net of valuation allowance | | | 0.0 | % | | | Permanent differences | | | 1.0 | % | | | Tax return to provision adjustment | | | 0.4 | % | | | Change in federal valuation allowance | | | 39.7 | % | | | Adjustment for stock-based compensation | | | -62.1 | % | | | Effective tax rate | | | 0.0 | % | | | F-22 | | The Companys net deferred tax assets, liabilities and valuation allowance as of December 31, 2025 and 2024 are summarized as follows: SCHEDULE OF NET DEFERRED TAX ASSETS AND LIABILITIES | | | | | | | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Deferred Tax Assets: | | | | | | | | | | | Net operating loss carryforwards | | $ | 19,531,900 | | | $ | 18,004,100 | | | | Stock-based compensation | | | 1,288,200 | | | | 8,695,100 | | | | Research and development costs | | | 1,391,500 | | | | 2,694,200 | | | | Research and development credits | | | 330,000 | | | | 330,000 | | | | Accrued compensation | | | 188,800 | | | | - | | | | Other | | | 600 | | | | 600 | | | | Total Deferred Tax Assets | | | 22,731,000 | | | | 29,724,000 | | | | | | | | | | | | | | | Deferred Tax Liabilities: | | | | | | | | | | | Depreciation | | | (80,000 | ) | | | (153,200 | ) | | | Intangible assets | | | (29,400 | ) | | | (41,700 | ) | | | Other | | | (37,600 | ) | | | (95,000 | ) | | | Total Deferred Liabilities | | | (147,000 | ) | | | (289,900 | ) | | | | | | | | | | | | | | Net Deferred Tax Asset | | | 22,584,000 | | | | 29,434,100 | | | | | | | | | | | | | | | Less: valuation allowance | | $ | (22,584,000 | ) | | $ | (29,434,100 | ) | | | | | | | | | | | | | | Deferred Tax Asset, Net of Valuation Allowance | | $ | - | | | $ | - | | | | | | | | | | | | | | | Change in valuation allowance | | $ | 6,850,100 | | | $ | 2,405,900 | | | The Company identified its federal and New York tax returns as its major tax jurisdictions. The Company is no longer subject to income tax income examinations by these tax authorities for taxable years ended December 31, 2021, and prior. The Company believes its income tax filing positions and deductions will be sustained on audit, and it does not anticipate any adjustments that would result in a material change to its financial position. Therefore, no liabilities for uncertain tax positions have been recorded. **** At December 31, 2025, the Company had approximately $84,100,000 and $34,400,000 respectively, of federal and state net operating losses (NOL) that may be available to offset future taxable income. As a result of the Tax Cuts and Jobs Act of 2017 (the Tax Act), certain future carryforwards do not expire. Of the federal amount, $7,800,000 have a limited carryforward period and will begin to expire in 2029, the remaining $76,300,000 will have an indefinite carryforward period. Of the state post-apportioned amount, $7,400,000 have a limited carryforward period and will begin to expire in 2029; the remaining $27,000,000 will have an indefinite carryforward period. **** For the year ended December 31, 2025, the Company had federal tax credit carryforwards of approximately $330,000. These credits have an indefinite carryforward period. The Company did not have any state or foreign tax credit carryforwards as of December 31, 2025. In accordance with Section 382 and Section 383 of the Internal Revenue Code, utilization of the NOL and tax credit carryforwards may be subject to limitations based on prior or future ownership changes. The utilization of the Companys net operating loss carryforwards and research tax credit carryovers could be subject to annual limitations under Section 382 and 383 of the Internal Revenue Code of 1986, as amended (the Code), due to ownership change limitations that may have occurred previously or that could occur in the future. These ownership changes limit the amount of net operating loss carryforwards and other deferred tax assets that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383 of the Code, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company has not completed an analysis of an ownership change under Section 382 of the Code. To the extent that a study is completed and an ownership change is deemed to occur, the Companys net operating losses and tax credits could be limited. **** Additionally, after weighing up all available positive and negative evidence for the year ended December 31, 2025, the Company has recorded a full valuation allowance. On July 4, 2025 the One Big Beautiful Bill Act (OBBBA) was enacted. The legislation includes several changes to the U.S. federal corporate income tax law, among other things, reinstating 100% bonus depreciation on qualified fixed assets, immediate expensing of domestic research and development expenditures, and favorable rules for determining the limitation on business interest expense. These changes were retroactively enacted for tax years beginning after December 31, 2024 with certain provisions effective after January 19, 2025 and were reflected in the income tax provision for the year ended December 31, 2025. The provisions of the OBBBA did not have a material impact on the effective income tax rate. The Company has not realized a material impact on its consolidated financial statements due to the enactment of the OBBBA. **** As of the date of this filing, the Company has not filed its 2025 federal and state corporate income tax returns. The Company expects to file these documents as soon as practicable. | F-23 | | **** NOTE 8 LEASES The Company was party to a lease for 6,800 square feet of space located in Melville, New York (the Melville Lease) with respect to its corporate and laboratory operations. The Melville Lease was scheduled to expire in March 2020 (subject to extension at the option of the Company for a period of five years) and provided for an annual base rental during the initial term ranging between $132,600 and $149,260. In June 2019, the Company exercised its option to extend the Melville Lease and entered into a lease amendment with the lessor whereby the five-year extension term commenced on January 1, 2020 with annual base rent ranging between $153,748 and $173,060. The lease expired on December 31, 2024 and the Company is currently occupying the premises on a month-to-month basis. When measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its estimated incremental borrowing rate at August 1, 2019. The weighted average incremental borrowing rate applied was 12%. The following table presents net lease cost and other supplemental lease information: **SCHEDULE OF NET LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION** | | | | | | | | | | | | For the Years Ended | | | | | | December 31, | | | | | | 2025 | | | 2024 | | | | Lease Costs | | | | | | | | | | | Operating lease cost (cost resulting from lease payments) | | $ | 174,352 | | | $ | 173,060 | | | | Net lease costs | | $ | 174,352 | | | $ | 173,060 | | | | | | | | | | | | | | | Operating lease - operating cash flows (fixed payments) | | $ | 174,352 | | | $ | 173,060 | | | | Operating lease - operating cash flows (liability reduction) | | $ | - | | | $ | 162,317 | | | | Non-current leases - right of use assets | | $ | - | | | $ | - | | | | Current liabilities - operating lease liabilities | | $ | - | | | $ | - | | | | Non-current liabilities - operating lease liabilities | | $ | - | | | $ | - | | | There are no future minimum payments under non-cancelable leases following the year ended December 31, 2024. NOTE 9 FAIR VALUE MEASUREMENT The Company accounts for the Existing Warrants and New Warrants to purchase an aggregate of 3,900,014 shares of the Companys Common Stock as derivative liabilities (the Liability-Classified Warrants) in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging Contracts in Entitys Own Equity. For certain Liability-Classified Warrants, the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the Liability-Classified Warrants and not result in a change of control of the Company. As a result, such Liability-Classified Warrants do not meet the criteria for equity treatment and the Liability-Classified Warrants must be recorded as a derivative liability. Additionally, certain other Liability-Classified Warrants contain adjustments to the settlement amount based on a variable that is not an input to the fair value of a fixed-for-fixed option as defined under ASC 815-40 and, accordingly, such Liability-Classified Warrants are not considered indexed to the Companys own stock and are not eligible for an exception from derivative accounting. | F-24 | | On February 8, 2024, in connection with the Warrant Exercise and Issuance, the Company estimated the aggregate fair value of the Existing Warrants (see Note 6- Stockholders Equity for details) to be $1,115,334 using the Black-Scholes option pricing model (Level 3 inputs). The following table shows the detail of the valuation assumptions used: SCHEDULE OF FAIR VALUE VALUATION ASSUMPTIONS | | | February 8, 2024 | | | | Risk free interest rate | | 4.20 - 4.28% | | | | Expected term (years) | | 2.75 - 2.76 | | | | Expected volatility | | 102% | | | | Expected dividends | | 0.00% | | | On February 8, 2024, the Company estimated the aggregate issuance date fair value of the warrant liability related to the New Warrants (see Note 6 - Stockholders Equity for details) as $2,189,420 using the Black-Scholes option pricing model (Level 3 inputs). The following table shows the detail of the valuation assumptions used: | | | February 8, 2024 | | | | Risk free interest rate | | 4.12% | | | | Expected term (years) | | 5.00 | | | | Expected volatility | | 101% | | | | Expected dividends | | 0.00% | | | On December 31, 2025 and 2024, the Company estimated the aggregate fair value of the warrants classified as derivative liabilities to purchase an aggregate of 3,900,014 shares of Common Stock to be $1,399,349 and $2,520,851, respectively, using the Black-Scholes option pricing model (Level 3 inputs) using the following assumptions: | | | December 31, | | | | | | 2025 | | | 2024 | | | | Risk free interest rate | | | 3.54%-3.96% | | | | 4.12% - 4.34% | | | | Expected term (years) | | | 0.86 - 3.86 | | | | 1.86 - 4.11 | | | | Expected volatility | | | 71% - 103% | | | 97% - 110% | | | | Expected dividends | | | 0.00% | | | | 0.00% | | | The following table sets forth a summary of the changes in the fair value of Level 3 liabilities that are measured at fair value on a recurring basis during the years ended December 31, 2025 and 2024: SCHEDULE OF FAIR VALUE MEASURED ON RECURRING BASIS | Balance, January 1, 2024 | | $ | 1,543,953 | | | | Issuance of warrants | | | 2,189,420 | | | | Exercise of warrants | | | (1,115,334 | ) | | | Change in fair value of warrant liability | | | (97,188 | ) | | | Balance, January 1, 2025 | | | 2,520,851 | | | | Change in fair value of warrant liability | | | (1,121,502 | ) | | | Balance, December 31, 2025 | | $ | 1,399,349 | | | **** Assets and liabilities measured at fair value on a recurring basis are as follows: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS | | | Fair value measurements at reporting date using: | | | | | | Quoted prices in active markets for identical liabilities (Level 1) | | | Significant other observable inputs (Level 2) | | | Significant unobservable inputs (Level 3) | | | Total Fair Value | | | | Assets: | | | | | | | | | | | | | | | | | | | Marketable securities as of December 31, 2025 | | $ | 1,441,734 | | | $ | - | | | $ | - | | | $ | 1,441,734 | | | | Marketable securities as of December 31, 2024 | | $ | 10,184,701 | | | $ | - | | | $ | - | | | $ | 10,184,701 | | | | | | | | | | | | | | | | | | | | | | | Liabilities: | | | | | | | | | | | | | | | | | | | Warrant liabilities as of December 31, 2025 | | $ | - | | | $ | - | | | $ | 1,399,349 | | | $ | 1,399,349 | | | | Warrant liabilities as of December 31, 2024 | | $ | - | | | $ | - | | | $ | 2,520,851 | | | $ | 2,520,851 | | | **** | F-25 | | **** NOTE 10 - SUBSEQUENT EVENTS ** *Rodman Offering* On February 13, 2026 the Company completed a public offering through Rodman, as placement agent (the Rodman Offering), of an aggregate of (a) 12,560,715 units (the Common Units), consisting of (i) 12,560,715 shares (the Shares) of Common Stock, and (ii) five-year5 warrants to purchase up to 12,560,715 shares of Common Stock (the Common Stock Warrants), at an offering price of $0.35 per Common Unit, and (b) 1,725,000 units (the Pre-Funded Units), consisting of (i) pre-funded warrants to purchase up to 1,725,000 shares of Common Stock (the Pre-Funded Warrants) and (ii) five-year5 warrants to purchase up to 1,725,000 shares of Common Stock, at an offering price of $0.3499 per Pre-Funded Unit. Immediately upon the closing of the Rodman Offering, certain holders of Pre-Funded Warrants exercised their Pre-Funded Warrants for the purchase of an aggregate of 1,325,000 shares of Common Stock. On March 13, 2026, the remaining individual holder exercised its Pre-Funded Warrant for the purchase of 400,000 shares of Common Stock. The Common Stock Warrants have an exercise price of $0.35 per share, are immediately exercisable and expire five years after the date of issuance. The Pre-Funded Warrants have an exercise price of $0.0001 per share, are immediately exercisable and will remain exercisable until exercised in full. The gross proceeds of the Offering were approximately $5.0 million, before deducting placement agent fees and expenses and offering expenses payable by the Company. In connection with the Rodman Offering, the Company entered into a securities purchase agreement (the Securities Purchase Agreement) with certain institutional investors. Pursuant to the Securities Purchase Agreement, the Company agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement or prospectus, or any amendment or supplement thereto for 90 days after the closing date of the Rodman Offering, subject to certain exceptions. In addition, the Company has agreed not to effect or enter into an agreement to effect any issuance of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock involving a variable rate transaction (as defined in the Securities Purchase Agreement) until the nine-month anniversary of the closing date of the Rodman Offering, subject to certain exceptions. In connection with the Rodman Offering, the Company entered into a placement agency agreement, dated February 11, 2026, with Rodman pursuant to which the Company engaged Rodman as the exclusive placement agent in connection with the Rodman Offering. The Company agreed to pay Rodman a cash fee equal to 7% of the aggregate gross proceeds received in the Rodman Offering. The Company also agreed to reimburse Rodman for up to $100,000 for out-of-pocket expenses for legal fees and other expenses. In addition, the Company agreed to issue to Rodman, at the closing of the Rodman Offering, warrants, exercisable from the date of issuance until the five year anniversary of the commencement of sales, to purchase up to 1,000,000 shares of Common Stock (which represents 7% of the aggregate number of shares of Common Stock, inclusive of shares of Common Stock issuable upon the exercise of Pre-Funded Warrants, sold in the Rodman Offering), at a per share exercise price of $0.4375 (which represents 125% of the public offering price per Common Unit) (the Rodman Warrants). *Common Stock Issuances* On February 10, 2026, the Company issued 170,000 shares of Common Stock to Auctus in partial satisfaction of Abeyance Shares. On February 13, 2026, the Company issued 748,055 shares of Common Stock to Auctus in full satisfaction of Abeyance Shares. Following such issuances, there are no remaining Abeyance Shares. ** *Conversion of Series B Preferred Stock* On February 24, 2026, Auctus converted its remaining 1,398,158 shares of Series B Preferred Stock into 1,398,158 shares of Common Stock. Following this conversion, no shares of Series B Preferred Stock remain outstanding. | F-26 | |