BioRestorative Therapies, Inc.

Previous wording

As of September 30, 2025, our accumulated deficit was $166,713,054. 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.

Current wording

As of March 31, 2026, our accumulated deficit was $172,075,095 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.

Previous wording

We are currently pursuing ourDisc/Spine Program with our initial investigational therapeutic product being calledBRTX-100. In March 2022, a United States patent issued in ourDisc/Spine Program. We have received authorization from the FDA to commence a Phase 2 clinical trial investigating the use ofBRTX-100 in the treatment of chronic lower back pain arising from degenerative disc disease. We have commenced such clinical trial through the execution of a CRO agreement with Professional Research Consulting, Inc., d/b/a PRC Clinical, the execution of clinical trial site agreements, patient enrollment, the commencement of patient procedures, the purchase of manufacturing equipment and the expansion of our laboratory to include capabilities for clinical production. We have received a license from the New York State Department of Health to act as a tissue bank for mesenchymal stem cell processing. In June 2023, we received a unanimous recommendation from the Data Safety Monitoring Board to continue our Phase 2 clinical trial without any changes. We have obtained a worldwide (excluding Asia and Argentina) 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 investigating the expansion of the clinic application ofBRTX-100 to other indications within the body.

Current wording

We are currently pursuing ourDisc/Spine Program with our initial investigational therapeutic product being calledBRTX-100. In March 2022, a United States patent issued in ourDisc/Spine Program. Pursuant to authorization received from the FDA, we are conducting a Phase 2 clinical trial investigating the use ofBRTX-100 in the treatment of chronic lower back pain arising from degenerative disc disease. We have received a license from the New York State Department of Health to act as a tissue bank for mesenchymal stem cell processing. In June 2023, we received a unanimous recommendation from the Data Safety Monitoring Board to continue our Phase 2 clinical trial without any changes. We have obtained a worldwide (excluding Asia and Argentina) 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 investigating the expansion of the clinic application ofBRTX-100 to other indications within the body.

Previous wording

In addition, in continuation of our mission of developing and commercializing cell-based biologics, we are seeking to develop a biologics-based cosmetic products business. Pursuant to such business, we would formulate, manufacture and sell products designed for cosmetic and aesthetic uses. In April 2024, we announced that we entered into a five-year exclusive supply agreement with Cartessa Aesthetics, LLC (“Cartessa”), a leading North American based aesthetic company, to supply to Cartessa our first commercial product.

Current wording

In addition, in continuation of our mission of developing and commercializing cell-based biologics, we have developed a biologics-based cosmetic products business through which we formulate, manufacture and sell products designed for cosmetic and aesthetic uses. Our biocosmeceutical product offerings consist of two product lines: ExoCR, which is sold pursuant to a supply agreement with Cartessa Aesthetics, LLC (“Cartessa”), a North American aesthetic company, and BioX, which we commenced selling commercially during the three months ended March 31, 2026 to multiple customers in the ordinary course of business.

Previous wording

We derive revenue pursuant to a license agreement with a stem cell treatment company (the “SCTC”) entered into in January 2012, as amended in November 2015 and November 2022. Pursuant to the license agreement, the SCTC has granted to us an exclusive license to use certain intellectual property related to, among other things, stem cell disc procedures and we have granted to the SCTC a sublicense to use, and the right to sublicense to third parties the right to use, in certain locations in the United States and the Cayman Islands, certain of the licensed intellectual property. In consideration of the sublicense, the SCTC has agreed to pay us royalties on a per disc procedure basis.

Current wording

We derive royalty revenue pursuant to a license agreement with a stem cell treatment company (the “SCTC”) entered into in January 2012, as amended in November 2015 and November 2022. Pursuant to the license agreement, the SCTC granted to us an exclusive license to use certain intellectual property related to, among other things, stem cell disc procedures and we have granted to the SCTC a sublicense to use, and the right to sublicense to third parties the right to use, in certain locations in the United States and the Cayman Islands, certain of the licensed intellectual property. In consideration of the sublicenses, the SCTC has agreed to pay us royalties on a per disc procedure basis.

Previous wording

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 and biocosmeceuticals program. Research and development expenses are expensed as they are incurred. For the three months ended September 30, 2025, research and development expenses increased by $1,141,387 or 78.5%, as compared to the three months ended September 30, 2024. The increase was primarily the result of an increase in recruitment and other costs for our Phase 2 clinical trial of $850,037, an increase in lab supply expense of $247,664 and an increase in stock-based compensation expense of $42,065 partially offset by a decrease in headcount costs of $26,025 and a decrease in bonus expense of $17,625. We expect that our research and development expenses will continue to increase in subsequent fiscal periods.

Current wording

Research and development expenses include 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 three months ended March 31, 2026, research and development expenses decreased by $720,589 or 27.2%, as compared to the three months ended March 31, 2025. The decrease is primarily attributed to a decrease in stock-based compensation expense of $799,983, a decrease in general lab supplies expense of $83,447, and a decrease in bonus expense of $61,625, partially offset by an increase in recruitment and other costs for our Phase 2 clinical trial of $230,824.

Previous wording

General and administrative expenses consist primarily of salaries, bonuses, payroll taxes and stock-based compensation to employees, as well as corporate expenses such as legal and professional fees, investor relations and occupancy-related expenses. For the three months ended September 30, 2025, general and administrative expenses increased by $66,504, or 6.3%, as compared to the three months ended September 30, 2024, primarily driven by an increase in stock-based compensation expense of $73,623, an increase in payroll of $58,546, and an increase in consulting expense of $16,655, partially offset by a decrease in professional fees of $79,744.

Current wording

General and administrative expenses consist primarily of salaries, bonuses, payroll taxes and stock-based compensation to employees, as well as corporate expenses such as legal and professional fees, investor relations and occupancy-related expenses. For the three months ended March 31, 2026, general and administrative expenses decreased by $707,518, or 32.4%, as compared to the three months ended March 31, 2025. The decrease is primarily attributed to a decrease in stock-based compensation expense of $918,928, partially offset by an increase in professional fees of $141,428, an increase in headcount costs of $64,583 and an increase in consulting expense of $17,019.

Previous wording

For the three months ended September 30, 2025, interest income was $57,740 as compared to interest income of $158,547 for the three months ended September 30, 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 the 2025 period as compared to the 2024 period.

Current wording

For the three months ended March 31, 2026, dividend and interest income, net of interest expense decreased by $95,129, or 95%, to $5,479 as compared to interest income of $100,608 for the three months ended March 31, 2025. 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 2026 as compared to 2025.

Previous wording

For the three months ended September 30, 2025, other income was $930, as compared to other income of $566 for the three months ended September 30, 2024. The change was primarily due to an increase in dividend income from investments held in marketable securities.

Current wording

For the three months ended March 31, 2026, other income was $5,728, as compared to other income of $1,246 for the three months ended March 31, 2025.

Previous wording

For the three months ended September 30, 2025, we recognized a gain on the change in fair value of warrant liabilities of $612,064, related to the decrease in fair value of warrants that are accounted for as warrant liabilities. For the three months ended September 30, 2024, we recognized a gain on the change in fair value of warrant liabilities of $1,036,464, related to the decrease in fair value of warrants that are accounted for as warrant liabilities.

Current wording

For the three months ended March 31, 2026, we recognized a gain on the change in fair value of warrant liabilities of $1,220,121, primarily reflecting the decrease in our stock price between January 1, 2026 and February 24, 2026, the date on which the warrants previously classified as derivative liabilities were reclassified to equity. For the three months ended March 31, 2025, we recognized a loss on the change in fair value of warrant liabilities of $634,119 related to the increase in our stock price during that period.

Previous wording

For the nine months ended September 30, 2025, we had a net loss of $11,034,339 and negative cash flows from operations of $8,373,790, and as of September 30, 2025, we had working capital of $1,271,781. We anticipate that we will continue to incur net losses and negative cash flows from operations as we execute our development plans during 2025 and beyond, as well as other potential strategic and business development initiatives. Based on these conditions, we believe we may not have sufficient cash for at least twelve months after the issuance date of the financial statements included in this Quarterly Report which raises substantial doubt about our ability to continue as a going concern.

Current wording

For the three months ended March 31, 2026, we had a net loss of $2.2 million and negative cash flows from operations of $3.8 million, and as of March 31, 2026, we had working capital of $2.2 million. We anticipate that we will continue to incur net losses and negative cash flows from operations as we execute our development plans during 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 Quarterly Report which raises substantial doubt about our ability to continue as a going concern.

Previous wording

During the nine months ended September 30, 2025 and 2024, our sources and uses of cash were as follows:

Current wording

During the three months ended March 31, 2026 and 2025, our sources and uses of cash were as follows:

Previous wording

Net cash used in operating activities was $8,373,790 for the nine months ended September 30, 2025, primarily due to cash used to fund the net loss of $11,034,339, adjusted for net non-cash expenses of $2,246,501, and $414,048 of cash provided by changes in operating assets and liabilities. Net cash used in operating activities was $5,882,501 for the nine months ended September 30, 2024, primarily due to cash used to fund the net loss of $7,343,233, adjusted for net non-cash expenses of $1,520,670, and $59,938 of cash used in changes in operating assets and liabilities.

Current wording

Net cash used in operating activities was $3,807,792 for the three months ended March 31, 2026, primarily due to cash used to fund the net loss of $2,154,405, adjustments to net non-cash expenses of $883,576, and $769,811 of cash used in changes in operating assets and liabilities. Net cash used in operating activities was $2,778,786 forthe three months ended March 31, 2025, primarily due to cash used to fund the net loss of $5,339,799 and $31,214 of cash used in changes in operating assets and liabilities, partially offset for adjustments to net non-cash expenses of $2,592,227.

Previous wording

Net cash provided by investing activities was $6,496,796 for the nine months ended September 30, 2025 primarily due to a sale of marketable securities which provided $9,212,343 of cash, offset by a purchase of marketable securities which used $2,679,147 of cash and a purchase of equipment which used $36,400 of cash. Net cash used in investing activities was $1,018,078 for the nine months ended September 30, 2024 primarily due to a purchase of marketable securities which used $18,294,566 of cash and a purchase of equipment which used $93,755 of cash, offset by a sale of marketable securities which provided $17,370,243 of cash.

Current wording

Net cash provided by investing activities was $968,447 for the three months ended March 31, 2026 primarily due to sales of marketable securities which provided $1,043,367 of cash, partially offset by purchases of marketable securities which used $74,920 of cash. Net cash provided by investing activities was $2,366,967 for the three months ended March 31, 2025 primarily due to sales of marketable securities which provided $3,456,535 of cash, partially offset by purchases of marketable securities which used $1,053,168 of cash and a purchase of equipment which used $36,400 of cash.

Previous wording

Net cash provided by financing activities was $1,931,548 for the nine months ended September 30, 2025 due to net proceeds of $1,938,445 received in connection with the issuance of common stock for the 2024 ATM offering and $42,411 due to the exercise of stock options, partially offset by deferred offering costs of $49,308, compared to $7,505,646 net cash provided by financing activities for the nine months ended September 30, 2024 due to net proceeds of $7,528,027 received in connection with the exercise and issuance of warrants, partially offset by deferred offering costs of $22,381.

Current wording

Net cash provided by financing activities was $4,440,836 for the three months ended March 31, 2026 due to the issuance of Common Stock and pre-funded warrants in the Rodman public offering which provided gross proceeds of $5,000,000 of cash, partially offset by the payment of issuance costs which used $559,164 of cash. Net cash provided by financing activities was $1,092,718 for the three months ended March 31, 2025 due to the issuance of Common Stock in an at-the-market offering which provided $1,083,915 of cash and the exercise of stock options which provided $42,411 of cash, partially offset by the payment of issuance costs which used $33,608 of cash.