BioRestorative Therapies, Inc.

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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s Common Stock will be subject to delisting. At that time, the Company may appeal the Nasdaq Staff’s determination to a Nasdaq Hearings Panel. Delisting from the Nasdaq Capital Market may adversely affect the Company’s ability to raise additional financing through the public or private sale of equity securities, may significantly affect the ability of investors to trade the Company’s securities and may negatively affect the value and liquidity of the Company’s 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. BRT’s 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 person’s own) cultured mesenchymal stem cells collected from the patient’s 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 BRT’s 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.

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reclassifications

Certain prior period statements of operations amounts have been reclassified to conform to the Company’s fiscal 2025 presentation. The reclassifications result from the implementation of a proportional allocation methodology for stock-based compensation expense to each stock option holder’s respective department within the Company rather than being reported solely within general and administrative expense. These reclassifications have no impact on the Company’s 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 Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representations of Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s operations consist of a single reporting segment, the segment assets are presented on the accompanying consolidated balance sheet as total assets.

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:

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 Company’s 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 following table summarizes the Company’s revenue recognized in its consolidated statements of operations:

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 Company’s 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 Company’s investments held in marketable securities:

Customer and Revenue Concentrations

All of the Company’s royalty revenue was derived from one customer. Additionally, all of the Company’s 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.

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 three toten 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 wasno impairment charge for its long-lived assets.

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 Company’s 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 Company’s 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 Company’s computation of diluted net loss per common share for the years ended December 31, 2025 and 2024.

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 Company’s net loss position even though the exercise or conversion price could be less than the average market price of the common shares:

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 Company’s 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 Company’s 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 Company’s 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 Company’s 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.

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 Company’s 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 Company’s financial statements.

NOTE 3 -PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

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 Company’s BRTX-100 clinical program. This patent was issued in March 2022.

Intangible assets consist of the following:

Amortization of intangible assets consists of the following:

Amortization expense for the next five years is as follows:

NOTE 5 -ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of:

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.

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 holder’s 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 holder’s 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 Company’s Board of Directors adopted the BioRestorative Therapies, Inc. 2021 Stock Incentive Plan (the “2021 Plan”). The 2021 Plan was approved by the Company’s 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 Company’s Board of Directors approved an amendment to the Company’s 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 Company’s stockholders on September 19, 2024.

On July 17, 2025, the Company’s Board of Directors approved an amendment to the Company’s 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 Company’s 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.

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 Company’s 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 Company’s 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.

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 Entity’s 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 Company’s 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 Company’s 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 Company’s 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:

The following table presents information related to Common Stock warrants at December 31, 2025:

In applying the Black-Scholes option pricing model to warrants granted, the Company used the following assumptions:

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 Company’s Common Stock at an exercise price of $2.46 per share to employees, the Company’s board of directors and a member of the Company’s Scientific Advisory Board. The options had an aggregate grant date fair value of $4,044,250 andvest 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 Company’s 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 andvests 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 Company’s 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 andvests 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.

A summary of the option activity during the year ended December 31, 2025 is presented below:

The following table presents information related to stock options at December 31, 2025:

In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions:

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:

NOTE 7 -INCOME TAXES

The following table summarizes net loss before income taxes:

The income tax provision (benefit) as of December 31, 2025 and 2024 consists of the following:

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:

A reconciliation of the statutory federal income tax benefit to actual tax benefit for the year ended December 31, 2024 is as follows:

The Company’s net deferred tax assets, liabilities and valuation allowance as of December 31, 2025 and 2024 are summarized as follows:

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 Company’s 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 Company’s 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.

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:

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 Company’s Common Stock as derivative liabilities (the “Liability-Classified Warrants”) in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s 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 Company’s own stock and are not eligible for an exception from derivative accounting.

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:

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:

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:

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:

Assets and liabilities measured at fair value on a recurring basis are as follows:

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-year 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-year 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.