BioRestorative Therapies, Inc. 10-Q

Item 1. Financial Statements BIORESTORATIVE THERAPIES, INC. AND SUBSIDIARY CONDENSED Consolidated Balance Sheets June 30, December 31, 2021 2020 (Unaudited) ASSETS Current Assets: Cash $ 1,759,080 $ 3,064,610 Accounts receivable 15,000 17,000 Prepaid expenses 54,764 105,407 Total Current Assets 1,828,844 3,187,017 Equipment, net 13,143 21,914 Right of use asset 415,827 473,849 Intangible assets, net 627,004 664,268 Total Assets $ 2,884,818 $ 4,347,048 LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities: Accounts payable $ 97,692 $ 118,851 Accrued expenses and other current liabilities 713,064 718,259 Accrued interest 376,364 49,307 Lease liability 109,856 158,371 PPP loan payable 29,411 - Total Current Liabilities 1,326,387 1,044,788 Lease liability, net of current portion 362,949 363,519 Notes payable, net of debt discount of $ 4,542,205 and $ 5,366,869 , respectively 4,783,834 4,270,233 PPP loan payable, net of current portion 220,589 - Total Liabilities 6,693,759 5,678,540 Commitments and Contingencies - - Stockholders' Deficit: Preferred stock, $ 0.01 par value; Authorized, 20,000,000 shares; none issued and outstanding at June 30, 2021 and December 31, 2020 - - Common stock, $ 0.0001 par value; Authorized, 300,000,000,000 shares; Issued and outstanding 3,347,778,690 and 2,862,174,380 , respectively 334,780 286,220 Additional paid in capital 105,415,037 88,225,121 Accumulated deficit ( 109,558,758 ) ( 89,842,833 ) Total Stockholders' Deficit ( 3,808,941 ) ( 1,331,492 ) Total Liabilities and Stockholders' Deficit $ 2,884,818 $ 4,347,048 The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements. 3 BIORESTORATIVE THERAPIES, INC. AND SUBSIDIARY CONDENSED Consolidated STATEMENTS OF OPERATIONS (Unaudited) June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 For the Three Months Ended For the Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 Revenues $ 15,000 $ 19,000 $ 33,000 $ 45,000 Operating expenses: Marketing and promotion 6,220 6,123 8,820 28,131 Consulting 1,648 33,589 10,037 67,601 Research and development 160,898 261,553 326,152 447,881 General and administrative 3,401,497 179,323 18,297,910 781,964 Total operating expenses 3,570,263 480,588 18,642,919 1,325,577 Loss from operations ( 3,555,263 ) ( 461,588 ) ( 18,609,919 ) ( 1,280,577 ) Other income (expense): Interest expense ( 507,332 ) ( 24,168 ) ( 1,106,006 ) ( 1,376,620 ) Loss on extinguishment of notes payable, net - - - ( 658,152 ) Change in fair value of derivative liabilities - - - ( 2,141,069 ) Reorganization items, net - 3,361,416 - 781,306 Total other (income) expense ( 507,332 ) 3,337,248 ( 1,106,006 ) ( 3,394,535 ) Net income (loss) $ ( 4,062,595 ) $ 2,875,660 $ ( 19,715,925 ) $ ( 4,675,112 ) Net Income (Loss) Per Share - Basic and Diluted $ ( 0.00 ) $ 0.00 $ ( 0.01 ) $ ( 0.00 ) Weighted Average Number of Common Shares Outstanding - Basic and Diluted 3,183,506,849 1,594,651,383 3,052,341,760 1,277,364,646 The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements. 4 BIORESTORATIVE THERAPIES, INC. AND SUBSIDIARY CONDENSED Consolidated STATEMENTS of CHANGES IN STOCKHOLDERS’ DEFICIT (Unaudited) Shares Amount Capital Deficit Deficit Additional Total Common Stock Paid-in Accumulated Shareholders’ Shares Amount Capital Deficit Deficit Balance at January 1, 2021 2,862,174,380 $ 286,220 $ 88,225,121 $ ( 89,842,833 ) $ ( 1,331,492 ) Shares and warrants issued for cash Shares and warrants issued for cash, shares Shares issued in exchange of notes payable and accrued interest 19,409,575 1,940 211,733 - 213,673 Shares issued in cashless exercise of warrants 294,328,000 29,433 ( 29,433 ) - - Stock-based compensation: - restricted share units - - 179,098 - 179,098 - options - - 13,897,669 - 13,897,669 Net loss - - - ( 15,653,330 ) ( 15,653,330 ) Balance as of March 31, 2021 3,175,911,955 317,593 102,484,188 ( 105,496,163 ) ( 2,694,382 ) Shares issued in exchange of notes payable and accrued interest 12,866,735 1,287 102,416 - 103,703 Shares issued in cashless exercise of warrants 159,000,000 15,900 ( 98,031 ) - ( 82,131 ) Stock-based compensation: - restricted share units - - 1,164,135 - 1,164,135 - options - - 1,762,329 - 1,762,329 Net loss - - - ( 4,062,595 ) ( 4,062,595 ) Balance at June 30, 2021 3,347,778,690 $ 334,780 $ 105,415,037 $ ( 109,558,758 ) $ ( 3,808,941 ) Balance at January 1, 2020 77,851,633 $ 7,787 $ 65,786,213 $ ( 78,570,146 ) $ ( 12,776,146 ) Shares and warrants issued for cash 1,000,000 100 9,900 - 10,000 Shares issued in exchange for notes payable and accrued interest 1,515,799,750 151,580 2,407,352 - 2,558,932 Stock-based compensation: - options - - 221,881 - 221,881 Net loss - - - ( 7,550,772 ) ( 7,550,772 ) Balance as of March 31, 2020 1,594,651,383 159,467 68,425,346 ( 86,120,918 ) ( 17,536,105 ) Stock-based compensation: - options - - 219,264 - 219,264 Stock-based compensation: restricted share units Stock-based compensation: options - - 219,264 - 219,264 Net income - - - 2,875,660 2,875,660 Net income (loss) - - - 2,875,660 2,875,660 Balance at June 30, 2020 1,594,651,383 $ 159,467 $ 68,644,610 $ ( 83,245,258 ) $ ( 14,441,181 ) The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements. 5 BIORESTORATIVE THERAPIES, INC. AND SUBSIDIARY CONDENSED Consolidated STATEMENTS OF CASH FLOWS (Unaudited) June 30, 2021 June 30, 2020 Six Months Ended June 30, 2021 June 30, 2020 Cash flows from operating activities: Net Loss $ ( 19,715,925 ) $ ( 4,675,112 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of debt discount 742,534 1,066,526 Accretion of interest expense - 2,810,973 Depreciation and amortization 46,035 70,449 Stock-based compensation 17,003,231 441,145 Loss on extinguishment of note payables, net - 658,152 Write-off of derivative liabilities - ( 4,375,231 ) Change in fair value of derivative liabilities - 2,141,069 Non-cash effect of right of use asset 58,022 16,565 Changes in operating assets and liabilities: Accounts receivable 2,000 13,000 Prepaid assets and other current assets 50,643 8,134 Accounts payable ( 21,159 ) 62,362 Accrued interest, expenses and other current liabilities 328,174 892,884 Lease liability ( 49,085 ) - Net cash used in operating activities ( 1,555,530 ) ( 869,084 ) Cash flows from financing activities: Proceeds from notes payable - 441,762 Proceeds from PPP Loan 250,000 - Proceeds from DIP Financing - 713,755 Sales of common stock and warrants for cash - 10,000 Net cash provided by financing activities 250,000 1,165,517 Net (decrease) increase in cash and cash equivalents ( 1,305,530 ) 296,433 Cash- beginning of period 3,064,610 1,664 Cash- end of period $ 1,759,080 $ 298,097 Supplemental cash flow information: Cash paid for: Interest $ - $ - Non-cash investing and financing activities: Shares issued in exchange for notes payable and accrued interest $ 235,245 $ 2,558,932 Bifurcated embedded conversion options and warrants recorded as derivative liability and debt discount $ - $ 2,377,818 Sale of warrants recorded as derivative liabilities $ - $ 10,000 The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements. 6 BIORESTORATIVE THERAPIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 – NATURE OF THE ORGANIZATION, LIQUIDITY, AND BUSINESS 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 March 20, 2020 (the “Petition Date”), the Company filed a voluntary petition commencing a case (the “Chapter 11 Case”) under chapter 11 of title 11 of the U.S. Code in the United States Bankruptcy Court for the Eastern District of New York (the “Bankruptcy Court”). On August 7, 2020 the Company and Auctus Fund, LLC (“Auctus”), the Company’s largest unsecured creditor and a stockholder as of the Petition Date, filed an Amended Joint Plan of Reorganization (the “Plan”) and on October 30, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Plan, as amended. Amendments to the Plan are reflected in the Confirmation Order. On November 16, 2020 (the “Effective Date”), the Plan became effective. See Note 5 – Notes Payable – Chapter 11 Reorganization. Nature of the Business 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. 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. 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. Liquidity The accompanying unaudited condensed 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. At June 30, 2021, the Company had an accumulated deficit of approximately $ 109,559,000 and working capital surplus of approximately $ 502,000 . For the six months ended June 30, 2021, the Company had a loss from operations of approximately $ 18,610,000 (of which, approximately $ 17,003,000 was attributable to non-cash stock-based compensation) and negative cash flows from operations of approximately $ 1,556,000 . The Company’s operating activities consume the majority of its cash resources. The Company anticipates that it will continue to incur operating losses as it executes its development plans for 2021, as well as other potential strategic and business development initiatives. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. The Company has previously funded, and plans to continue funding, these losses primarily through current cash on hand received subsequent to quarter end and additional infusions of cash from equity and debt financing. As of June 30, 2021, the Company has access to approximately $ 2,100,000 in additional funding from Auctus, as discussed below. The Company believes the following has been able to mitigate the above factors with regards to its ability to continue as a going concern: (i) as part of its Chapter 11 reorganization approximately $ 14,700,000 in outstanding debt and other liabilities were exchanged for (a) shares of common stock, (b) new convertible notes or (c) new convertible notes and warrants to purchase shares of common stock; (ii) the Company secured DIP financing during its Chapter 11 Case in the amount of $ 1,189,413 , as well as an aggregate amount of $ 3,848,548 in debt financing from Auctus and others as part of the Company’s Chapter 11 reorganization, to sustain operations; and (iii) pursuant to the plan of reorganization, Auctus is required to loan to the Company, as needed, an additional $ 2,100,000 . As a result of the above, and cash on hand of approximately $ 1,586,414 as of August 12, 2021, the Company believes it has sufficient cash to fund operations for the twelve months subsequent to the filing date. In addition, the Company is seeking further funding to commence and complete a Phase 2 clinical study of the use of BRTX-100. 7 Curernt funds and Auctus’ funding obligation noted above will not be sufficient to enable the Company 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 unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial information as of and for the three and six months ended June 30, 2021 and 2020 has been prepared in accordance with GAAP for interim financial information and with the instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position at such dates and the operating results and cash flows for such periods. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (the “SEC”). These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 30, 2021. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Stem Pearls. Intercompany accounts and transactions have been eliminated upon consolidation. Chapter 11 Case Chapter 11 Accounting The unaudited condensed consolidated financial statements included herein have been prepared as if we were a going concern and in accordance with Accounting Standards Codification (“ASC”) 852, Reorganizations . Weak industry conditions in 2019 negatively impacted the Company’s results of operations and cash flows and may continue to do so in the future. In order to decrease the Company’s indebtedness and maintain the Company’s liquidity levels sufficient to meet its commitments, the Company undertook a number of actions, including minimizing capital expenditures and further reducing its recurring operating expenses. The Company believed that even after taking these actions, it would not have sufficient liquidity to satisfy its debt service obligations and meet its other financial obligations. On March 20, 2020 (the “Petition Date”), the Company filed a voluntary petition commencing a case under chapter 11 of title 11 of the U.S. Code in the United States Bankruptcy Court for the Eastern District of New York. On August 7, 2020, the Company and Auctus, the Company’s largest unsecured creditor and a stockholder as of the Petition Date, filed an Amended Joint Plan of Reorganization (the “Plan”) and on October 30, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Plan, as amended. Amendments to the Plan are reflected in the Confirmation Order. On November 16, 2020 (the “Effective Date”), the Plan became effective. 8 Reorganization Items, Net The Company incurred costs after the Petition Date associated with the reorganization, primarily unamortized debt discount and post petition professional fees. In accordance with applicable guidance, costs associated with the bankruptcy proceedings have been recorded as reorganization items, net within the accompanying unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2021 and 2020. Reorganization items, net for the three and six months ended June 30, 2021 were $ - and for the three and six months ended June 30, 2020, were $ 3,361,416 and $ 781,306 , respectively, representing cash used in operating activities. Reorganization items, net for the three and six months ended June 30, 2020, consisted of the following: SCHEDULE OF REORGANIZATION ITEMS, NET Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Professional fees $ ( 149,690 ) $ ( 149,690 ) Write-off of derivative liability 4,375,231 4,375,231 Default interest and penalties ( 864,125 ) ( 864,125 ) Unamortized debt discount on convertible notes - ( 2,580,110 ) Total reorganization items, net $ 3,361,416 $ 781,306 Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions, revenue and expenses and disclosure of contingent liabilities at the date of the unaudited condensed consolidated 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. 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. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the accompanying unaudited condensed consolidated financial statements. Significant estimates include the carrying value of intangible assets, deferred tax asset and valuation allowance, estimated fair value of derivative liabilities stemming from convertible debt securities, assumptions used in management’s liquidity analysis, and assumptions used in the Black-Scholes-Merton pricing model, such as expected volatility, risk-free interest rate, and expected divided rate. Revenue The Company derives all of its revenue pursuant to a license agreement between the Company and a stem cell treatment company (“SCTC”) entered into in January 2012, as amended in November 2015. Pursuant to the license agreement, the SCTC granted to the Company a license to use certain intellectual property related to, among other things, stem cell disc procedures and the Company has 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 the Company royalties on a per disc procedure basis. 9 Practical Expedients As part of ASC Topic 606, the Company has adopted several practical expedients including: ● Significant Financing Component – the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to the customer and when the customer pays for that good or service will be one year or less. ● Unsatisfied Performance Obligations – all performance obligations related to contracts with a duration for less than one year, the Company has elected to apply the optional exemption provided in ASC Topic 606 and therefore, is not required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period. ● Right to Invoice – the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date. The Company may recognize revenue in the amount to which the entity has a right to invoice. Contract Modifications There were no contract modifications during the three and six months ended June 30, 2021. Contract modifications are not routine in the performance of the Company’s contracts. Cash The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents as of June 30, 2021 or December 31, 2020. Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances, net of allowances for doubtful accounts. The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. The Company provides for allowances for doubtful receivables based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. Payments are generally due within 30 days of invoice. The Company writes off accounts receivable against the allowance for doubtful accounts when a balance is determined to be uncollectible. The Company did no t record an allowance for doubtful accounts as of June 30, 2021 and December 31, 2020, 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 to fifteen 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 – 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. Impairment of Long-Lived Assets The Company reviews long-lived assets, including finite-lived intangible assets, 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. During the three and six months ended June 30, 2021 and 2020, the Company determined that there was no impairment charge for intangible assets. 10 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. Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $ 6,220 and $ 6,123 for the three months ended June 30, 2021 and 2020, respectively. Advertising and marketing expenses were $ 8,820 and $ 28,131 for the six months ended June 30, 2021 and 2020, respectively. The above advertising and marketing expenses are recorded in marketing and promotion on the unaudited condensed consolidated statements of operations. Fair Value Measurements As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. 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 period. All vested outstanding options and warrants are considered potential common stock. The dilutive effect, if any, of stock options, warrants, and unvested restricted stock units (“RSUs”) are calculated using the treasury stock method. All outstanding convertible notes are 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, RSUs and convertible notes have been excluded from the Company’s computation of net loss per common share for the three and six months ended June 30, 2021 and 2020. 11 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: SCHEDULE OF WEIGHTED AVERAGE DILUTIVE COMMON SHARES Three Months Ended June 30, 2021 2020 Options 2,352,191,115 4,867,617 Warrants 14,507,388,226 8,021,641 Unvested RSUs 1,173,917,974 - Convertible notes – common stock 795,797,190 (1) - Total 18,829,294,505 12,889,258 Six Months Ended June 30, 2021 2020 Options 2,352,191,115 4,867,617 Warrants 14,507,388,226 8,021,641 Unvested RSUs 1,173,917,974 - Convertible notes – common stock 795,797,190 (1) - Total 18,829,294,505 12,889,258 (1) As of June 30, 2021 all of the convertible notes had variable conversion prices and the shares issuable were estimated based on the market conditions. Pursuant to the note agreements, there were 51,504,015,462 shares of common stock reserved for future note conversions as of June 30, 2021. Stock-based Compensation The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations. For stock options issued to employees and members of the board of directors for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to Accounting Standards Update (“ASU”) 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. 12 Since the shares underlying the Company’s 2010 Equity Participation Plan and the 2021 Stock Incentive Plan (the “Plans”) are registered, the Company estimates the fair value of the awards granted under the Plans based on the market value of its freely tradable common stock as reported on the OTC Markets. On February 3, 2020, the Company was advised by OTC Markets Group that, based upon the closing bid price of the Company’s common stock being less than $ 0.001 per share for five consecutive trading days, the Company’s common stock was moved from the OTCQB Market to the Pink Market effective at market open on February 10, 2020. The fair value of the Company’s restricted equity instruments was estimated by management based on observations of the cash sales prices of both restricted shares and freely tradable shares. Awards granted to directors are treated on the same basis as awards granted to employees. Upon the exercise of an option or warrant, the Company issues new shares of common stock out of its authorized shares. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the unaudited condensed 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 unaudited condensed 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. At June 30, 2021 and December 31, 2020, the Company’s net deferred tax asset has been fully reserved. For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the unaudited condensed 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 unaudited condensed consolidated statements of operations when a determination is made that such expense is likely. Derivative Financial Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”) ASC. The accounting treatment of derivative financial instruments requires that the Company record embedded conversion options (“ECOs”) and any related freestanding instruments at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. Conversion options are recorded as a discount to the host instrument and are amortized as amortization of debt discount on the unaudited condensed consolidated financial statements over the life of the underlying instrument. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Multinomial Lattice Model and Black-Scholes Model were used to estimate the fair value of the ECOs of convertible notes payable, warrants, and stock options that are classified as derivative liabilities on the unaudited condensed consolidated balance sheets. The models include subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the actual volatility during the most recent historical period of time equal to the weighted average life of the instruments. 13 Sequencing Policy Under ASC 815-40-35 (“ASC 815”), the Company has adopted a sequencing policy, whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuances of securities to the Company’s employees and directors, or to compensate grantees in a share-based payment arrangement, are not subject to the sequencing policy. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”)). The standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use (“ROU”) asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement will be dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. Costs for a financing lease will be disaggregated and recognized as both an operating expense (for the amortization of the ROU asset) and interest expense (for interest on the lease liability). A lease is defined as a contract that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. In accordance with ASC 842, Leases , the Company recognized an ROU asset and corresponding lease liability on its balance sheets for its office space lease agreement. See Note 8 - Leases for further discussion, including the impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. Leases in which the Company is the lessee are comprised of office rental. All of the leases are classified as operating leases. The Company has a lease agreement for office space with a remaining term of 3.5 years as of June 30, 2021. Recently Issued Accounting Standards In May 2021, the FASB issued ASU 2021-04 “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” which clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. An entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as follows: i) for a modification or an exchange that is a part of or directly related to a modification or an exchange of an existing debt instrument or line-of-credit or revolving-debt arrangements (hereinafter, referred to as a “debt” or “debt instrument”), as the difference between the fair value of the modified or exchanged written call option and the fair value of that written call option immediately before it is modified or exchanged; ii) for all other modifications or exchanges, as the excess, if any, of the fair value of the modified or exchanged written call option over the fair value of that written call option immediately before it is modified or exchanged. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. The Company is currently evaluating the impact of this standard on its unaudited condensed consolidated financial statements. 14 All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. NOTE 3 – INTANGIBLE ASSETS The Company is a party to a license agreement with the SCTC (as amended) (the “SCTC Agreement”). Pursuant to the SCTC Agreement, the Company obtained, among other things, 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) and a worldwide (excluding Asia and Argentina), exclusive, royalty-bearing license to utilize or sublicense a certain method for culturing cells. Pursuant to the license agreement with the SCTC, unless certain performance milestones had been or are satisfied, the Company would have been required to pay to the SCTC $ 150,000 by April 2017 and an additional $ 250,000 by April 2019 in order to maintain its exclusive rights with regard to the disc/spine technology. In February 2017, the Company received authorization from the Food and Drug Administration (the “FDA”) to proceed with a Phase 2 clinical trial. Based upon such authorization, the Company has satisfied a performance milestone such that the Company was not required to pay to the SCTC a minimum amount of $ 150,000 by April 2017 to retain exclusive rights with regard to the disc/spine technology. In addition, the Company believes that it has until February 2022 to complete the Phase 2 clinical trial in order to satisfy the final performance milestone such that the Company was not required to pay the additional $ 250,000 by April 2019 pursuant to the SCTC Agreement to maintain its exclusive rights. Intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS BY MAJOR CLASS Patents and Trademarks Licenses Accumulated Amortization Total Balance as of January 1, 2020 $ 3,676 $ 1,301,500 $ ( 566,012 ) $ 739,164 Amortization expense - - ( 74,896 ) ( 74,896 ) Balance as of December 31, 2020 3,676 1,301,500 ( 640,908 ) 664,268 Amortization expense - - ( 37,264 ) ( 37,264 ) Balance as of June 30, 2021 $ 3,676 $ 1,301,500 $ ( 678,172 ) $ 627,004 Weighted average remaining amortization period at June 30, 2021 (in years) - 8.43 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, 2020 $ 3,312 $ 562,700 $ 566,012 Amortization expense 364 74,532 74,896 Balance as of December 31, 2020 3,676 637,232 640,908 Amortization expense - 37,264 37,264 Balance as of June 30, 2021 $ 3,676 $ 674,496 $ 678,172 NOTE 4 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of: SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES June 30, 2021 December 31, 2020 Accrued payroll $ 22,898 $ - Accrued research and development expenses 29,673 - Accrued general and administrative expenses 10,000 60,661 Accrued DIP and Plan costs related to DIP Funding and Plan (1) 650,493 657,598 Total accrued expenses $ 713,064 $ 718,259 (1) Amount represents DIP and Plan costs associated with the Auctus DIP Funding and the Plan. 15 NOTE 5 – NOTES PAYABLE A summary of the notes payable activity during the six months ended June 30, 2021 is presented below: SCHEDULE OF NOTES PAYABLE ACTIVITY Convertible Notes Other Loans Debt Discount Total Outstanding, January 1, 2021 $ 9,637,102 $ - $ ( 5,366,869 ) $ 4,270,233 Issuances - 250,000 - 250,000 Exchanges for equity ( 311,063 ) - 82,130 ( 228,933 ) Amortization of debt discount - - 742,534 742,534 Outstanding, June 30, 2021 $ 9,326,039 $ 250,000 $ ( 4,542,205 ) $ 5,033,834 Chapter 11 Reorganization On March 20, 2020, the Company filed a voluntary petition commencing a case under chapter 11 of title 11 of the U.S. Code in the United States Bankruptcy Court for the Eastern District of New York. On August 7, 2020, the Company and Auctus, the Company’s largest unsecured creditor and a stockholder as of the Petition Date, filed an Amended Joint Plan of Reorganization (the “Plan”). Pursuant to the Bankruptcy, for any outstanding principal and interest at the date of the Company’s Chapter 11 petition (except for creditors who provided additional debt financing in connection with the Bankruptcy), 100 shares of the Company’s common stock were issued for each dollar of allowed claim, with such shares subject to leak-out restrictions prohibiting the holder from selling, without the consent of the Company, more than 33% of the issued shares during each of the three initial 30 day periods following the Effective Date. As a result of the Chapter 11 petition, the conversion rights for the then outstanding notes were rescinded and were subject to the conversion rights outlined above. On October 30, 2020, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Plan, as amended. Amendments to the Plan are reflected in the Confirmation Order. On November 16, 2020 (the “Effective Date”), the Plan became effective. The material features of the Plan, as amended and confirmed by the Confirmation Order, are as follows: i. Treatment of the financing to the Company by Auctus of up to $ 7,000,000 which Auctus has provided or committed to provide consisting of the debtor-in-possession loans made to the Company by Auctus during the Chapter 11 Case (the “DIP Funding”) and additional funding as described below. ii. Auctus has provided $ 3,500,000 in funding to the Company (the “Initial Auctus Funding”) and is to provide, subject to certain conditions, additional funding to the Company, as needed, in an amount equal to $ 3,500,000 , less the sum of the debtor-in-possession loans made to the Company by Auctus during the Chapter 11 Case (inclusive of accrued interest) (approximately $ 1,227,000 as of the Effective Date) and the costs incurred by Auctus as the debtor-in-possession lender (the “DIP Costs”). The DIP Costs and the additional Plan costs in the aggregate totaled $ 650,493 , of which $ 500,000 and $ 150,493 were recorded in debt discount and accrued expenses, respectively, on the consolidated balance sheets (See Note 9). In addition, four other persons and entitles (collectively, the “Other Lenders”) who held allowed general unsecured claims provided funding to the Company in the aggregate amount of approximately $ 348,000 (the “Other Funding” and together with the Initial Auctus Funding, the “Funding”). In consideration of the Funding, the Company has issued the following: 16 a. Secured convertible notes of the Company (each, a “Secured Convertible Note”) in the principal amount equal to the Funding; the payment of the Secured Convertible Notes is secured by the grant of a security interest in substantially all of the Company’s assets; the Secured Convertible Notes have the following features: ● Maturity date of three years following the Effective Date; ● Interest at the rate of 7 % per annum; ● The right of the holder to convert the indebtedness into shares of common stock of the Company at a price equal to the volume weighted average price for the common stock over the five trading days immediately preceding the conversion; and ● Mandatory conversion of all indebtedness at such time as the common stock is listed on the Nasdaq Capital Market or another senior exchange on the same terms as provided to investors in connection with a public offering undertaken in connection with such listing; b. Warrants (each, a “Class A Warrant”) to purchase a number of shares of common stock equal to the amount of the Funding provided divided by $ 0.0005 (a total of 7,000,000,000 Class A Warrants in consideration of the Initial Auctus Funding and a total of approximately 697,000,000 Class A Warrants in the aggregate in consideration of the Other Funding), such Class A Warrants having an exercise price of $ 0.0005 per share; and c. Warrants (each, a “Class B Warrant” and together with the Class A Warrants, the “Plan Warrants”) to purchase a number of shares of common stock equal to the Funding provided divided by $ 0.001 (a total of 3,500,000,000 Class B Warrants in consideration of the Initial Auctus Funding and a total of approximately 348,500,000 Class B Warrants in the aggregate in consideration of the Other Funding), such Class B Warrants having an exercise price of $ 0.001 per share. iii. The obligation to Auctus with respect to the DIP Funding has been exchanged for the following: a. A Secured Convertible Note in the principal amount of approximately $ 1,349,591 ( 110 % of the DIP Funding) with a maturity date of November 16, 2023; b. A Class A Warrant to purchase 2,453,802,480 shares of common stock; and c. A Class B Warrant to purchase 1,226,901,240 shares of common stock (as to which 726,282,680 shares of common stock have been exercised on a net exercise basis, pursuant to the terms of the Class B Warrant, with respect to the issuance of 671,124,200 shares of common stock, of which 217,796,200 and 453,328,000 were issued during 2020 and 2021, respectively). In addition, Auctus shall be entitled to receive a Secured Convertible Note in exchange for its allowed DIP Costs of $ 166,403 and allowed Plan costs of $ 484,090 , in a manner in which the DIP Funding was treated and shall be entitled to a Class A Warrant and a Class B Warrant in consideration of its allowed DIP costs. The claim arising from the secured promissory notes of the Company, dated February 20, 2020 and February 26, 2020, in the original principal amounts of $ 320,200 and $ 33,562 , respectively, issued to John Desmarais (“Desmarais”) (collectively, the “Desmarais Notes”), was treated as an allowed secured claim in the aggregate amount of $ 490,699 and was exchanged for a Secured Convertible Note in such amount. iv. The claim arising from the promissory note issued in June 2016 by the Company to Desmarais in the original principal amount of $ 175,000 was treated as an allowed general unsecured claim in the amount of $ 245,192 and was satisfied and exchanged for 24,519,200 shares of common stock. v. The claim arising from the promissory note issued in June 2016 by the Company to Tuxis Trust, an entity related to Desmarais, in the original principal amount of $ 500,000 was treated as follows: 17 a. $ 444,534 was treated as an allowed general unsecured claim in such amount and exchanged for 44,453,400 shares of common stock; and b. $ 309,301 was treated as an allowed secured claim in such amount and exchanged for a Secured Convertible Note in such amount with a maturity date of November 16, 2023. vi. Holders of allowed general unsecured claims (other than Auctus and the Other Lenders) received an aggregate of 1,049,726,797 shares of common stock where were valued at the fair market value of the stock at issuance date of $ 14,381,259 with an associated loss of $ 3,883,991 recognized in Reorganization Items, net on the accompanying consolidated statement of operations in exchange for approximately $ 10,497,268 outstanding accounts payable and convertible debt (including accrued interest), with such shares being subject to a leak-out restriction prohibiting each holder from selling, without consent of the Company, more than 33% of its shares during each of the three initial 30 day periods following the Effective Date. vii. Auctus and the Other Lenders have been issued, in respect of their allowed general unsecured claims ($ 3,261,819 in the case of Auctus and an aggregate of approximately $ 382,400 in the case of the Other Lenders), a convertible promissory note of the Company (each, an “Unsecured Convertible Note”) in the allowed amount of the claim, which Unsecured Convertible Notes have the following material features: a. Maturity date of three years from the Effective Date; b. Interest at the rate of 5 % per annum; c. The right of the holder to convert the indebtedness into shares of common stock at a price equal to the volume weighted average for the common stock over the five trading days immediately preceding the conversion; d. Mandatory conversion of all outstanding indebtedness at such time as the common stock listed on the Nasdaq Capital Market or another senior exchange on the same terms as provided to investors in connection with a public offering undertaken in connection with such listing; and e. A leak-out restriction prohibiting each holder from selling, without the consent of the Company, more than 16.6 % of the underlying shares received upon conversion during each of the six initial 30-day periods following the Effective Date. viii. The issuance of (a) the shares of common stock and the Unsecured Convertible Notes to the holders of allowed general unsecured claims and (b) the Secured Convertible Notes and Plan Warrants to Auctus in exchange for the DIP Funding and any common stock into which those Secured Convertible Notes and those Plan Warrants may be converted is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to the Bankruptcy Code Section 1145. Such securities shall be freely transferrable subject to Section 1145(b)(i) of the Bankruptcy Code. Pursuant to the Plan, on the Effective Date, the Company filed a Certificate of Amendment to its Certificate of Incorporation pursuant to which, among other things, the number of shares of common stock authorized to be issued by the Company has been increased to 300,000,000,000 and the par value of the shares of common stock has been reduced to $ 0.0001 per share. The Company recorded $ 143,721 and $ - of interest expense related to notes payable and convertible note payable for the three months ended June 30, 2021 and 2020, respectively. The Company recorded $ 286,414 and $ 368,810 of interest expense related to notes payable and convertible note payable for the six months ended June 30, 2021 and 2020, respectively. 18 Convertible Notes Conversions, Exchanges and Other During the six months ended June 30, 2021, certain lenders converted unsecured convertible notes with an aggregate amount of $ 317,894 (including $ 6,314 of accrued interest) for an aggregate of 32,276,310 shares of the Company’s common stock at a conversion price of $ 0.01 per share. Debtor-in-Possession Financing During the year ended December 31, 2020, and subsequent to the Petition Date, in connection with the Chapter 11 Case, the Company received debtor-in-possession loans of $ 1,189,413 in the aggregate from Auctus. The proceeds from the DIP Funding were used (a) for working capital and other general purposes of the Company; (b) United States Trustee fees; (c) Bankruptcy Court approved professional fees and other administrative expenses arising in the Chapter 11 Case; and (d) interest, fees, costs and expenses incurred in connection with the DIP Funding, including professional fees. Pursuant to the Plan, the obligation to Auctus with respect to the DIP Funding has been exchanged for two Secured Convertible Notes (See Note 5 – Notes Payable – Chapter 11 Reorganization) for an aggregate principal amount of $ 1,349,591 which bear interest at 7 % per annum with a maturity date of November 16, 2023 . In connection with the Secured Convertible Notes, Auctus received warrants to purchase an aggregate of 3,680,703,720 shares of Company’s commons stock with exercise prices ranging between $ 0.0005 and $ 0.001 per share. Interest expense for the two Secured Convertible Notes was $ 23,553 and $ 46,847 for the three and six months ended June 30, 2021, respectively. Interest expense during the three and six months ended June 30, 2020 was $ 6,769 . Other Loans On March 14, 2021, under the U.S. Small Business Administration’s Paycheck Protection Program, the Company entered into a note payable with a financial institution for $ 250,000 at an interest rate of 1 % per annum and a maturity date of March 14, 2026. Pursuant to the note, principal and interest payments are deferred for ten months, which, at that time the Company may apply for loan forgiveness. If the Company does not apply for loan forgiveness, or if the loan forgiveness is denied, the Company will be required to make monthly payments of $ 5,100 starting on January 14, 2022. As of June 30, 2021, the Company has not applied for loan forgiveness. All remaining unpaid principal and interest is due and payable at the maturity date. At June 30, 2021, $ 250,000 was outstanding. Future minimum payments under the above notes payable following the six months ended June 30, 2021 are as follows: SCHEDULE OF FUTURE MINIMUM PAYMENTS OF NOTES PAYABLE Remainder of 2021 $ - Remainder of 2021 $ - 2022 58,970 2023 9,385,601 2024 60,161 Thereafter 71,307 Total future minimum payments 9,576,039 Less: discount ( 4,542,205 ) Less:payable 5,033,834 Less: current ( 29,411 ) Notes payable, non-current $ 5,004,423 19 NOTE 6 – STOCKHOLDERS' DEFICIT 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”). Pursuant to the 2021 Plan, a total of 4,700,000,000 shares of common stock are authorized to be issued pursuant to the grant of stock options, restricted stock units, restricted stock, stock appreciation rights and other incentive awards. 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 the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, 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. Warrant Activity Summary In applying the Black-Scholes option pricing model to warrants granted or issued, the Company used the following assumptions: SCHEDULE OF WARRANTS GRANTED ASSUMPTION For the Six Months Ended June 30, 2020 Risk free interest rate 1.63 % Contractual term (years) 5.00 Expected volatility 202 % The weighted average estimated fair value of warrants granted during the six months ended June 30, 2020 was $ 0.01 per share. During the six months ended June 30, 2021, the Company issued an aggregate of 453,328,000 shares of the Company’ common stock, as a result of the cashless exercise of 494,604,977 warrants to Auctus. A summary of the warrant activity during the six months ended June 30, 2021 is presented below: SCHEDULE OF WARRANT ACTIVITY Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, January 1, 2021 15,002,388,203 $ 0.0011 4.9 $ 95,965,883 Granted - - - Exercised ( 494,604,977 ) 0.001 Expired ( 395,000 ) 4.22 Outstanding, June 30, 2021 14,507,388,226 $ 0.001 4.4 $ 87,725,815 Exercisable, June 30, 2021 14,507,388,226 $ 0.001 4.4 $ 87,725,815 20 The following table presents information related to stock warrants at June 30, 2021: SCHEDULE OF STOCK WARRANTS Warrants Outstanding Warrants Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $ 0.00 - $ 0.015 14,501,064,290 4.4 14,501,064,290 $ 0.20 - $ 1.99 5,106,746 3.0 5,106,746 $ 2.00 - $ 2.99 75,000 2.3 75,000 $ 3.00 - $ 3.99 70,000 2.0 70,000 $ 4.00 - $ 4.99 983,023 0.7 983,023 $ 5.00 - $ 5.99 89,167 0.2 89,167 14,507,388,226 4.4 14,507,388,226 Stock Options 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 Six Months Ended June 30, 2021 Risk free interest rate 1.71 % Expected term (years) 5.50 Expected volatility 228 % Expected dividends 0.00 % The Company granted options for the purchase of 2,347,835,948 shares of common stock during the six months ended June 30, 2021. The Company did not issue stock options during the six months ended June 30, 2020. The grant date fair value of options issued during the six months ended June 30, 2021 was $ 27,736,052 . A summary of the option activity during the six months ended June 30, 2021 is presented below: SCHEDULE OF STOCK OPTION ACTIVITY Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, January 1, 2021 4,859,617 $ 0.98 6.2 - Granted 2,347,835,948 0.0119 Forfeited ( 504,450 ) 0.75 Outstanding, June 30, 2021 2,352,191,115 $ 0.0139 9.4 $ - Exercisable, June 30, 2021 1,178,631,812 $ 0.0158 9.7 $ - 21 The following table presents information related to stock options at June 30, 2021: SCHEDULE OF OPTION BY EXERCISE PRICE Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.00 - $ 0.0119 2,347,835,948 9.8 1,173,917,974 $ 0.26 - $ 0.74 175,000 8.2 175,000 $ 0.75 - $ 0.99 4,102,667 5.4 3,961,338 $ 1.00 - $ 5.99 5,000 3.0 5,000 $ 6.00 - $ 19.99 37,500 2.5 37,500 $ 20.00 - $ 30.00 35,000 0.7 35,000 2,352,191,115 9.7 1,178,131,812 On March 18, 2021, the Company, pursuant to two employment agreements, granted to its Chief Executive Officer and Chairman of the Board and its Vice President, Research and Development options to purchase an aggregate of 2,347,835,948 shares of the Company’s common stock (See Note 7 – Commitments and Contingencies). The options have an exercise price of $ 0.0119 per share and vest to the extent of 50% on the date of grant, 25% on the one-year anniversary of the grant date, and 25% on the two-year anniversary of the grant date. Restricted Stock Units Pursuant to the 2021 Plan, the Company grants RSUs to employees, consultants, or non-employee directors (“Eligible Individuals”). The number, terms, and conditions of the RSUs that are granted to Eligible Individuals are determined on an individual basis by the plan administrator. On the distribution date, the Company shall issue to the Eligible Individual one unrestricted, fully transferable share of the Company’s common stock (or the fair market value of one such share in cash) for each vested and nonforfeitable RSU. On March 18, 2021, the Company, pursuant to two employment agreements, granted an aggregate of 1,173,917,974 RSUs to its Chief Executive Officer and Chairman of the Board and its Vice President, Research and Development (See Note 7 – Commitments and Contingencies) with a fair value of $ 0.0119 per share. The RSUs vest to the extent of one-third on the one-year anniversary of the grant date, one-third on the two-year anniversary of the grant date, and one-third on the three-year anniversary of the grant date. A summary of our unvested RSUs as of June 30, 2021 is as follows: SCHEDULE OF UNVESTED RESTRICTED STOCK UNITS Number of Shares Outstanding, January 1, 2021 - Granted 1,173,917,974 Forfeited - Vested - Outstanding, June 30, 2021 1,173,917,974 22 The following table presents information related to stock compensation expense: SCHEDULE OF STOCK OPTION EXPENSE Weighted Average For the Three Months Ended For the Six Months Ended Unrecognized at Remaining Amortization June 30, June 30, June 30, Period 2021 2020 2021 2020 2021 (Years) Consulting $ - $ 33,589 $ - $ 67,178 $ - - Research and development 24,304 59,195 49,425 121,007 32,055 0.3 General and administrative 2,902,160 126,480 16,953,806 252,960 24,766,962 2.3 $ 2,926,464 $ 219,264 $ 17,003,231 $ 441,145 $ 24,799,017 2.3 Note 7 - COMMITMENTS AND CONTINGENCIES Litigation, Claims and Assessments Coventry Enterprises, LLC On February 11, 2020, pursuant to an Order to Show Cause of the United States District Court of the Eastern District of New York (the “Court”), in the matter of Coventry Enterprises, LLC vs. BioRestorative Therapies, Inc., pending the hearing of the plaintiff’s application for a preliminary injunction, the Court issued a temporary restraining order enjoining the Company from issuing any additional shares of stock except for purposes of fulfilling the plaintiff’s share reserve requests or conversion requests until such reserve requests were fulfilled and enjoining the Company from reserving authorized shares for any other party until the plaintiff’s reserve requests were fulfilled. Pursuant to a hearing held on February 13, 2020, the temporary restraining order with regard to the Company issuing shares of common stock was not continued. On March 11, 2020, the Court ordered that the Company (i) convene and hold a special meeting, by no later than March 18, 2020, of the Board of Directors of the Company (the “Board”), for approval of certain changes to the shares of the Company, as set forth below; (ii) approve a reverse split and/or a stock consolidation, solely of the Company’s outstanding shares, at a ratio of 1,000 to 1, (iii) approve of the continuation of the Company’s then total authorized shares of common stock at 2,000,000,000 shares; and (iv) to call a special meeting of stockholders of the Company, within ten days of the special meeting of the Board and by not later than March 25, 2020, to approve the foregoing. On March 18, 2020, the Board considered the matter, and, based upon the Court order, determined to approve the foregoing items, including the 1,000 to 1 reverse split, subject to the Company having available funds to effectuate such items. As discussed above in Note 5 – Notes Payable – Chapter 11 Reorganization on March 20, 2020, the Company filed a petition commencing its Chapter 11 Case. As of the date of this report, the Company has not effected the reverse split. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements. Appointment or Departure of Directors and Certain Officers On March 18, 2021, the Company and Lance Alstodt, its President, Chief Executive Officer and Chairman of the Board, entered into an employment agreement (the “Alstodt Employment Agreement”) which provides for a term ending on March 18, 2026. Pursuant to the Alstodt Employment Agreement, Mr. Alstodt is entitled to receive initially an annual salary of $ 250,000 . Mr. Alstodt’s annual salary will increase by $ 50,000 per year. In addition, in the event certain performance goals are met, Mr. Alstodt’s salary will increase by $ 150,000 . The Alstodt Employment Agreement also provides for the grant to Mr. Alstodt pursuant to the Plan of (i) a ten year option for the purchase of 1,173,917,974 shares of common stock of the Company and (ii) 5 86,958,987 RSUs of the Company (See Note 6 – Stockholders’ Deficit) for additional information. 23 On March 18, 2021, the Company and Francisco Silva, its Vice President, Research and Development, entered into an employment agreement (the “Silva Employment Agreement”) which provides for a term ending on March 18, 2026. Pursuant to the Silva Employment Agreement, Mr. Silva is entitled to receive initially an annual salary of $ 225,000 . Mr. Silva’s annual salary will increase by $ 50,000 per year. In addition, in the event certain performance goals are met, Mr. Silva’s salary will increase by $ 150,000 . The Silva Employment Agreement also provides for the grant to Mr. Silva pursuant to the Plan of (i) a ten year option for the purchase of 1,173,917,974 shares of common stock of the Company and (ii) 586,958,987 RSUs of the Company (See Note 6 – Stockholders’ Deficit) for additional information. Conversion of Convertible Notes During the year ended December 31, 2020 and prior to the Petition Date, certain lenders requested to exchange a portion of their outstanding convertible note principal and accrued interest for shares of the Company’s common stock. As of the Petition Date these shares had yet to be issued to the lenders; however, the shares of the Company’s common stock issued for unsecured claims as part of the Plan to the certain lenders represented the aggregate unsecured claims less the principal and accrued interest that was represented in the unaffected exchanges. The Company believes that there may be a potential contingency related to the non-issued shares that would be settled in shares of the Company’s common stock and not monetary compensation. On June 24, 2021, the Company entered into a Settlement Agreement with one of the abovemention lenders, whereby the Company agreed to issue 3,000,000 shares of the Company’s common stock in lieu of cash for an additional $ 30,000 of approved unsecured claims related to the Plan. The Company issued the 3,000,000 shares on July 16, 2021 (See Note 9). Note 8 - LEASES With the adoption of ASC 842, operating lease agreements are required to be recognized on the balance sheet as ROU assets and corresponding lease liabilities. The Company is a 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 . 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 Six Months Ended June 30, 2021 Six Months Ended June 30, 2020 Lease cost Operating lease cost (cost resulting from lease payments) $ 79,186 $ 76,874 Net lease cost $ 79,186 $ 76,874 Operating lease – operating cash flows (fixed payments) $ 79,186 $ 76,874 Operating lease – operating cash flows (liability reduction) $ 49,085 $ 41,457 Non-current leases – right of use assets $ 415,827 $ 531,872 Current liabilities – operating lease liabilities $ 109,856 $ 93,093 Non-current liabilities – operating lease liabilities $ 362,949 $ 472,805 24 Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the six months ended June 30, 2021: SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER NON-CANCELABLE LEASE FOR OPERATING LEASES Fiscal Year Operating Leases 2021 (excluding the six months ended June 30, 2021) $ 79,186 2022 163,132 2023 168,028 2024 173,060 Total future minimum lease payments 583,406 Amount representing interest ( 110,601 ) Present value of net future minimum lease payments $ 472,805 NOTE 9 – SUBSEQUENT EVENTS Subsequent to June 30, 2021, pursuant to the Plan, for 110 % of the DIP Costs, the Company agreed to issue to Auctus secured convertible promissory notes in the aggregate principal amount of $ 183,043 , with a maturity date of November 16, 2023 . The notes bear interest at 7 % per annum which is payable on maturity. Amounts due under the notes may be converted into shares of the Company’s common stock, at $ 0.0001 par value, at a conversion price equal to the average five daily volume weighted average price on the latest day prior to the conversion date. In connection with the notes, the Company has agreed to grant to Auctus Class A Warrants to purchase up to 332,805,400 shares of the Company’s common stock at an exercise price of $ 0.0005 per share. The Class A Warrants expire on November 16, 2025 . In addition, in connection with the notes, the Company has agreed to grant to Auctus Class B Warrants to purchase up to 166,402,700 shares of the Company’s common stock at an exercise price of $ 0.001 per share. The Class B Warrants expire on November 16, 2025 . Subsequent to June 30, 2021, pursuant to the Plan, for 110 % of the Plan Costs, the Company agreed to issue Auctus a secured convertible promissory note in the principal amount of $ 532,499 , with a maturity date of November 16, 2023 . The note bears interest at 7 % per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock, at $ 0.0001 par value, at a conversion price equal to the average five daily volume weighted average price on the latest day prior to the conversion date. The Company entered into a Settlement Agreement with a prior note holder, in connection with the conversion of a note prior to the Petition Date (See Note 7). Pursuant to the Settlement Agreement, subsequent to June 30, 2021, the Company issued 3,000,000 shares of the Company’s common stock to the note holder with a fair value of $ 0.007 per share. 25