What changed in this filing

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Item 1. Financial Statements

2022-11-14 compared with 2022-08-15 · 259 added, 232 removed, 442 unchanged (53% of the section changed)

3 unchanged sentences

Consolidated Balance Sheets

September 30,

Current Assets:

Cash and cash equivalents

Investments held in marketable securities

Accounts receivable

14 unchanged sentences

Total Liabilities

Commitments and Contingencies

Commitments (Note 7)

Stockholders’ Equity

2 unchanged sentences

Series A Convertible Preferred stock, $ 0.01

$ 0.01 par value;

1,543,158 Authorized, issued and outstanding

1,543,158 authorized shares, 0

and 1,543,158

issued and outstanding at September 30, 2022 and December 31, 2021, respectively

Series B Convertible Preferred stock, $ 0.01 par

1,543,158 authorized

shares, 1,543,158 and 0 issued

and outstanding at September 30, 2022 and December 31, 2021, respectively

Common stock, $ 0.0001 par value;

Authorized, 75,000,000 shares;

3,643,709 and 3,520,391 issued and outstanding at June 30, 2022 and December 31, 2021, respectively

3,646,450 and 3,520,391 issued and outstanding at September 30, 2022 and December 31, 2021, respectively

Additional paid in capital

8 unchanged sentences

Consolidated STATEMENTS OF OPERATIONS

June 30, 2022

June 30, 2021

June 30, 2022

June 30, 2021

For the Three Months Ended

For the Six Months Ended

June 30, 2022

June 30, 2021

June 30, 2022

June 30, 2021

For the Nine Months Ended

September 30, 2022

September 30, 2021

September 30, 2022

September 30, 2021

Operating expenses:

Marketing and promotion

Research and development

9 unchanged sentences

Gain on PPP loan forgiveness

Other expense

Total other (income) expense

9 unchanged sentences

Consolidated STATEMENTS of CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Series A Convertible Preferred

Total Stockholders’

Stockholders’

Preferred Stock

Balance at January 1, 2022

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( 143,637,519 )

September 8, 2022, issuance of Series B Preferred stock in exchange for Series A Preferred stock

( 1,543,158 )

Stock-based compensation:

- restricted share units

- common stock

( 4,655,825 )

Balance as of September 30, 2022

$ 165,281,862

$ ( 148,293,344 )

Balance at January 1, 2021

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( 3,808,941 )

Shares issued in cashless exercise of warrants

Shares issued in litigation settlement

Fair market value of beneficial conversion feature and warrants issued with convertible notes payable instruments

Stock-based compensation:

- restricted share units

( 4,184,232 )

Balance as of September 30, 2021

$ 108,863,599

$ ( 113,742,990 )

$ ( 4,879,304 )

accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

June 30, 2022

June 30, 2021

Six Months Ended

June 30, 2022

June 30, 2021

Nine Months Ended

September 30, 2022

September 30, 2021

Cash flows from operating activities:

3 unchanged sentences

Amortization of debt discount

Unrealized loss on marketable securities

Depreciation and amortization

2 unchanged sentences

Stock-based compensation - RSUs

Shares issued in settlement of litigation

Gain on PPP loan forgiveness

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Cash flows from investing activities:

Purchase of marketable securities

( 9,933,562 )

Purchases of equipment

Net cash used in investing activities

( 10,156,204 )

Cash flows from financing activities:

4 unchanged sentences

( 1,934,894 )

Cash - beginning of period

Cash - end of period

Cash and cash equivalents - beginning of period

Cash and cash equivalents - end of period

Non-cash investing and financing activities:

Shares issued in exchange for notes payable and accrued interest

Bifurcated embedded conversion options and warrants recorded as derivative liability and debt discount

Accrued DIP expenses exchanged for convertible notes

accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

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reverse stock split made effective on October 27, 2021 to share and per share amounts on the unaudited condensed consolidated financial

statements for the three and six months ended June 30, 2021.

statements for the three and nine months ended September 30, 2021.

In connection with the reverse stock split, the Company’s authorized

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a going concern, which contemplates realization of assets and satisfying liabilities in the normal course of business.

At June 30, 2022,

the Company had an accumulated deficit of $ 143.6 million and a working capital surplus of $ 17.7 million.

For the six months ended June

30, 2022, the Company had a net loss of $ 9.5 million (of which, $ 6.5 million was attributable to non-cash stock-based compensation) and

negative cash flows from operations of $ 2.8 million.

The Company’s operating activities consume the majority of its cash resources.

The Company anticipates that it will continue to incur net losses as it executes its development plans for 2022 and beyond, 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 and additional infusions of cash from equity and debt financing.

Company believes that it has been able to mitigate the above factors with regard to its ability to continue as a going concern as a result

of its November 9, 2021, public offering pursuant to which the Company received net proceeds of approximately $ 21.1 million.

of the above, and cash on hand as of June 30, 2022, the Company believes it has sufficient cash to fund operations for the twelve months

subsequent to the filing date.

For the nine months

ended September 30, 2022, the Company had a net loss of $ 14.1

million (of which, $ 9.6

million was attributable to non-cash stock-based

compensation) and negative cash flows from operations of $ 4.3

The Company’s operating activities

consume the majority of its cash resources.

The Company anticipates that it will continue to incur net losses as it executes its development

plans for 2022 and beyond, 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 and additional infusions of cash from equity and debt financing.

Based on cash on

hand as of September 30, 2022, the Company believes it has sufficient cash to fund operations for the twelve months subsequent to the

funds noted above will not be sufficient to enable the Company to fully complete its development activities or attain profitable operations.

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of Presentation

accompanying unaudited condensed consolidated financial information as of and for the three and six months ended June 30, 2022 and 2021

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, 2022 are not

necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period.

accompanying unaudited condensed consolidated financial information as of and for the three and nine months ended September 30, 2022

and 2021 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 nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the entire year or for

any other subsequent interim period.

information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant

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year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2022.

Prior Period Reclassifications

prior period amounts have been reclassified for consistency with current period presentation.

These reclassifications had no effect on

the condensed consolidated statements of operations or cash flows.

of Consolidation

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assets, deferred tax asset and valuation allowance, and assumptions used in the Black-Scholes option pricing model, such as expected

volatility, risk-free interest rate, and expected divided rate.

volatility, risk-free interest rate, and expected dividend rate.

Company derives all of its revenue pursuant to a license agreement between the Company and a stem cell treatment company (“SCTC”)

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precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied.

During the three months ended June 30, 2022 and 2021, the Company recognized $ 71,100 and $ 15,000 , respectively, of revenue related to

the Company’s sublicenses.

During the six months ended June 30, 2022 and 2021, the Company recognized $ 87,100 and $ 33,000 , respectively,

of revenue related to the Company’s sublicenses.

During the three months ended September 30, 2022 and 2021, the Company recognized $ 29,000 and $ 8,000 respectively, of revenue related

to the Company’s sublicenses.

During the nine months ended September 30, 2022 and 2021, the Company recognized $ 116,100 and $ 41,000 ,

respectively, of revenue related to the Company’s sublicenses.

Modifications

were no contract modifications during the three and six months ended June 30, 2022.

Contract modifications are not routine in the performance

of the Company’s contracts.

were no contract modifications during the three and nine months ended September 30, 2022.

Contract modifications are not routine in the

performance of the Company’s contracts.

Cash and Cash Equivalents

Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

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Company believes it mitigates such risk by investing in or through, as well as maintaining cash balances with, major financial institutions.

There were no cash equivalents as of June 30, 2022, and December 31, 2021.

receivable are reported at their outstanding unpaid principal balances, net of allowances for doubtful accounts.

The Company periodically

assesses its accounts receivable and other receivables for collectability on a specific identification basis.

The Company provides for

allowances for doubtful accounts 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 had no balances related to

allowances for doubtful accounts as of June 30, 2022 and December 31, 2021.

and Equipment

and equipment are recorded at cost.

Depreciation is computed using the straight-line method over the estimated useful lives of the related

assets, generally 3 – 15 years .

Expenditures that enhance the useful lives of assets are capitalized and depreciated over the remainder

of the useful life.

Computer equipment costs are capitalized as incurred and depreciated on a straight-line basis over a range of 3 –

improvements are amortized over the lesser of (i) the useful life of the asset or (ii) the remaining lease term.

Maintenance and repairs

are expensed as incurred.

The Company capitalizes costs attributable to the betterment of property and equipment when such betterment

enhances the functionality of the asset or extends the useful life of the asset.

Should an asset be disposed of before the end of its

useful life, the cost and accumulated depreciation at that date are removed from the consolidated balance sheets, with the resulting

gain or loss, if any, reflected in operations in that period.

of Long-Lived Assets

Company reviews long-lived assets, including definite-lived intangible assets, for impairment whenever events or circumstances indicate

that the carrying amount of such assets may not be recoverable.

Recoverability of these assets is determined by comparing the carrying

amount to the forecasted undiscounted net cash flows of the operation to which the assets relate.

If the operation is determined to be

unable to recover the carrying amount of its assets, then these assets are written down to fair value first, followed by other long-lived

assets of the operation.

Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the

There are no impairment charges for all periods presented.

Company records its intangible assets at cost, for those intangible assets not acquired in a business combination, in accordance with

Accounting Standards Codification (“ASC”) 350, Intangibles – Goodwill and Other .

Definite-lived intangible assets

are amortized using the straight-line method over their estimated useful life, which is determined by either the term of the underlying

agreement they related to or identifying the period over which the cash flows from the asset are expected to be generated.

and Marketing Costs

Company expenses advertising and marketing costs as they are incurred.

Advertising and marketing expenses were $ 245 and $ 6,220 for the

three months ended June 30, 2022 and 2021, respectively.

Advertising and marketing expenses were $ 714 and $ 8,820 for the six months ended

June 30, 2022 and 2021, respectively.

Advertising and marketing expenses are recorded in marketing and promotion on the unaudited condensed

consolidated statements of operations.

As of September 30, 2022, the Company had cash and cash equivalents totaling $ 16.5

Value Measurements

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methodologies that result in management’s best estimate of fair value.

Value of Financial Instruments

carrying value of cash, accounts receivable, accounts payable and accrued expenses, and other current liabilities approximate their fair

values based on the short duration of these instruments.

following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September

30, 2022, and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such

OF FAIR VALUE RECURRING BASIS

Fair value measurements at reporting date using:

for identical

Significant other

Cash equivalents as of September 30, 2022

Marketable securities as of September 30, 2022

Marketable securities as of December 31, 2021

Loss per Common Share

6 unchanged sentences

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, 2022 and 2021.

excluded from the Company’s computation of net loss per common share for the three and nine months ended September 30, 2022 and

following table summarizes the securities that were excluded from the diluted loss per share calculation:

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Three Months Ended

September 30,

Unvested RSUs

Convertible notes – common stock (1)

Six Months Ended

Nine Months Ended

September 30,

Unvested RSUs

Convertible notes – common stock (1)

of June 30, 2021, all of the convertible notes had variable conversion prices and the shares issuable were estimated based on the

market conditions.

of September 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 12,876,004 shares of common stock reserved for future note conversions

as of June 30, 2021.

as of September 30, 2021.

Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement

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employee stock options noted above.

received under research grants for reimbursement of research and development expenses is recorded as grant income in the other (income)

expense section of the condensed consolidated statements of operations.

Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets

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assumptions related to future earnings.

At June 30, 2022 and December 31, 2021, the Company had a full valuation allowance applied against

its deferred tax assets.

As of September 30, 2022 and December 31, 2021, the Company had a full valuation allowance applied

against its deferred tax assets.

time to time the Company may recognize an income tax benefit, in its consolidated statements of operations, related to uncertain tax

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of operations.

lease is defined as an agreement that conveys the right to control the use of identified property, plant or equipment (right of use asset

or “ROU asset”) for a period of time in exchange for consideration.

The Company accounts for it leases in accordance with

ASC 842, Leases, which requires that an ROU asset identified in a lease to be recorded as a noncurrent asset with a related liability.

The Company does not record ROU assets for those agreements of a twelve-month duration or less.

The Company recognized a ROU asset and

corresponding lease liability on its balance sheets related to its office lease agreement.

See Note 8 - Leases for further discussion,

including the impact on the Company’s financial statements and related disclosures.

assets include any initial direct costs and prepaid lease payments and exclude any lease incentives.

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.

and Development Expenses

Research and development

expenses are expensed as incurred and recorded as a component of operating expenses in the Company’s Condensed Consolidated Statements

of Operations.

and development expenses are expensed as incurred and recorded as a component of operating expenses in the Company’s condensed

consolidated statements of operations.

3 – INTANGIBLE ASSETS

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intangible assets.

The below table details the activity related to those intangible assets from January 1, 2021 through June 30, 2022:

The below table details the activity related to those intangible assets from January 1, 2021 through September 30,

OF FINITE LIVED INTANGIBLE ASSETS

Patents and Trademarks

Accumulated Amortization

Balance as of January 1, 2021

3 unchanged sentences

Amortization expense

Balance as of June 30, 2022

Balance as of September 30, 2022

$ ( 774,878 )

Weighted average remaining amortization period at June 30, 2022 (in years)

Weighted average remaining amortization period as of September 30, 2022 (in years)

amortization of intangible assets consists of the following:

SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS AMORTIZATION EXPENSES

Patents and Trademarks

Accumulated Amortization

Balance as of January 1, 2021

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Amortization expense

Balance as of June 30, 2022

Balance as of September 30, 2022

4 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

1 unchanged sentence

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

June 30, 2022

September 30,

Accrued payroll

3 unchanged sentences

5 – NOTES PAYABLE

summary of the notes payable activity during the six months ended June 30, 2022 is presented below:

summary of the notes payable activity during the nine months ended September 30, 2022 is presented below:

SCHEDULE OF NOTES PAYABLE ACTIVITY

Outstanding, January 1, 2022

Outstanding, June 30, 2022

January 1, 2022

September 30, 2022

March 14, 2021, under the U.S.

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6 – STOCKHOLDERS’ EQUITY (DEFICIT)

A Preferred Stock

November 8, 2021, in connection with the Company’s public offering, the Company’s Board of Directors adopted a resolution

allowing for the authorization of and issuance of 1,543,458 shares of the Company’s Preferred Stock, $ .01 par value per share,

allowing for the authorization and issuance of 1,543,458 shares of the Company’s Preferred Stock, $ .01 par value per share,

designated as Series A Preferred Stock (“Series A”).

The Series A has a liquidation preference of $ 0.001 per share.

A holders shall be entitled to receive, when and as declared by the Board of Directors, dividends on an equivalent basis without preference

with the holders of the shares of the Company’s common stock based upon the number of shares of common stock into which the Series

A is then convertible.

A holders shall be entitled to vote on all matters presented to the stockholders of the Company and shall be entitled to such number

of votes that equal the number of shares of common stock into which each share of Series A held may be converted;

provided, however,

that in no event shall a Series A holder be entitled to vote more than 4.99 % of the then outstanding shares of common stock.

Conversion - Each share of Series A shall be convertible, at any time, at the option of the Series A holder, into one share of common

provided, however, that in no event shall a Series A holder be entitled to convert any shares of Series A to the extent that such

conversion would result in beneficial ownership by the Series A holder of more than 4.99 % of the outstanding shares of common stock.

Conversion – If an event occurs which has the effect of reducing a Series A holder’s beneficial ownership of shares of common

stock to less than 4.5 % of the then publicly disclosed outstanding shares of common stock, then, within five business days thereafter,

the Series A holder shall provide notice to the Company to such effect.

Such notice shall have the effect of a notice of conversion such

that the Series A holder’s post-conversion ownership of common stock will be 4.99 % of the then publicly disclosed outstanding shares

of common stock.

8, 2022, the Company issued 1,543,158 shares of Series B Preferred Stock (“Series B”) to Auctus Fund, LLC (“Auctus”)

in exchange for an equal number of shares of the Company’s outstanding Series A.

Simultaneously, the stock certificate representing

the Series A shares was being returned to the Company for cancellation.

On such date and upon such exchange, the Company’s Board

of Directors cancelled the Series A.

B Preferred Stock

September 8, 2022, the Company issued 1,543,158 shares of Series B to Auctus in exchange for an equal

number of shares of the Company’s outstanding Series A.

The terms of the Series B are substantially identical to those of the Series

A, except that, among other things, 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 instead of 4.99% as provided for the Series A .

The Company shall, at all times, 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

The Series B is not subject to redemption by the Company or any Series B holder.

The exchange of Series A for Series B had no impact

on the Company’s financial statements as of September 30, 2022.

On October 25, 2022, Auctus converted

25,000 shares of Series B into 25,000 shares of Common Stock at a conversion rate of $ 10.00 per share.

The number of shares of Series

B remaining outstanding after this conversion is 1,518,158 .

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.

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 - 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 based upon a conversion price of $ 10.00

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.

Conversion – From time to time, in the event of that an event occurs, including adjustment due to merger, consolidation, etc.,

subdivision or combination of Common Stock, adjustment due to distribution, purchase rights, and notice of adjustments, 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 (5) business days, the Series B holder shall 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.

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.

Stock Incentive Plan

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2021 Stock Incentive Plan (the “2021

Pursuant to the 2021 Plan, a total of 1,175,000 shares of common stock are authorized to be issued pursuant to the grant

Pursuant to the 2021 Plan, a total of 1,175,000 shares of Common Stock were initially authorized to be issued pursuant to the grant

of stock options, restricted stock units, restricted stock, stock appreciation rights and other incentive awards.

As of June 30, 2022,

based on stock options and restricted stock units currently outstanding under the 2021 Plan, no shares remain available for future grants

under the 2021 Plan.

As of September 30,

2022, based on stock options and restricted stock units currently outstanding under the 2021 Plan, no shares remained available for future

grants under the 2021 Plan.

to 2021 Stock Incentive Plan

December 10, 2021, subject to stockholder approval, the Company’s Board of Directors approved amendments to the 2021 Plan to

increase the number of shares of Common Stock authorized to be issued from 1,175,000 to 2,500,000 and

to clarify certain provisions of the 2021 Plan as to the authority of the Board of Directors and the Compensation Committee to make

adjustments to, among other things, the exercise price of granted options.

Concurrently, subject to stockholder approval of the amendments to the 2021 Plan, the Company’s Compensation

Committee reduced the exercise price of the outstanding options under the 2021 Plan for the purchase of an aggregate of 838,549 shares

of the Company’s common stock from $ 13.50 per

share to $ 5.08 per

share (the closing price of the Company’s common stock on the day immediately preceding the Compensation Committee

determination), including the options held by the Company’s officers and directors as follows:

Lance Alstodt, the Company’s President, Chief Executive Officer and Chairman of the Board:

335,538 shares, (ii) Francisco

Silva, the Company’s Vice President of Research and Development and a director:

335,538 shares;

(iii) Robert Kristal, the

Company’s Chief Financial Officer:

10,490 shares;

(iv) Robert Paccasassi, the Company’s Vice President of Quality

Assurance and Regulatory Compliance:

8,277 shares;

(v) Nickolay Kukekov, one of the Company’s directors:

25,236 shares;

Williams, one of the Company’s directors:

10,490 shares;

and (vii) David Rosa, one of the Company’s

10,490 shares .

On November 3,

2022, the Company’s stockholders approved the amendments to the 2021 Plan.

As of September 30, 2022, options for the purchase of 864,609 shares of Common Stock had been granted pursuant

to the 2021 Plan.

In addition, as of such date, 318,356 restricted stock units (“RSUs”) had been granted pursuant to the 2021

Plan and no shares were reserved for future grants under the 2021 Plan (without giving effect to the amendment to the 2021 Plan increasing

the number of shares authorized to be issued under the 2021 Plan to 2,500,000 ).

As a result of the November 3, 2022 stockholder approval,

the exercise price of the outstanding options under the 2021 Plan was reduced to $ 5.08 per share.

The changes had no impact on the Company’s

financial statements at September 30, 2022.

and Option Valuation

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Activity Summary

warrants were granted or issued during the six months ended June 30, 2022 and 2021.

summary of the warrant activity during the six months ended June 30, 2022, is presented below:

warrants were granted or issued during the nine months ended September 30, 2022 and 2021.

summary of the warrant activity during the nine months ended September 30, 2022, is presented below:

SCHEDULE OF WARRANT ACTIVITY

Outstanding, January 1, 2022

Outstanding, June 30, 2022

Exercisable, June 30, 2022

following table presents information related to warrants at June 30, 2022:

SCHEDULE OF STOCK WARRANTS

Warrants Outstanding

Warrants Exercisable

Remaining Life

Company grants stock options to certain employees which is recognized as compensation expense on a straight-line basis over the vesting

Outstanding, September 30, 2022

Exercisable, September 30, 2022

Company grants stock options to certain employees which are recognized as compensation expense on a straight-line basis over the vesting

term of the grants.

Vesting terms are generally two years, and grants expire between five and ten years.

the three months ended June 30, 2022 and 2021, the Company recognized compensation expense related to stock option grants of $ 1.9 million

and $ 1.7 million, respectively.

For the six months ended June 30, 2022 and 2021, the Company recognized compensation expense related

to stock option grants of $ 4.0 million and $ 15.6 million, respectively.

The Company values these option grants using the Black-Scholes

option pricing model.

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

Risk free interest rate

Expected term (years)

Expected volatility

Expected dividends

Company granted options for the purchase of 25,000 shares of common stock during the six months ended June 30, 2022, with a grant date

fair value of $ 4.88 per share.

At June 30, 2022, the unamortized compensation expense related to these grants was $ 0.1 million.

Company granted options for the purchase of 586,959 shares of common stock during the six months ended June 30, 2021, with a grant date

fair value of $ 47.25 per share, after taking into effect the reverse stock split.

At June 30, 2022, the unamortized compensation expense

related to these grants was $ 5.7 million.

summary of the stock option activity during the six months ended June 30, 2022 is presented below:

the three months ended September 30, 2022 and 2021, the Company recognized compensation expense related to stock option grants of $ 1.9

million and $ 1.7 million, respectively.

For the nine months ended September 30, 2022 and 2021, the Company recognized compensation expense

related to stock option grants of approximately $ 6.0 million and $ 17.4 million, respectively.

Company granted options for the purchase of 25,000 shares of common stock during the nine months ended September 30, 2022, with a grant

date fair value of $ 4.88 per share.

As of September 30, 2022, the unamortized compensation expense related to these grants was $ 0.09

Company granted options for the purchase of 586,959 shares of common stock during the nine months ended September 30, 2021, with a grant

date fair value of $ 47.25 per share, after taking into effect the reverse stock split.

At September 30, 2022, the unamortized compensation

expense related to these grants was $ 3.2 million.

summary of the stock option activity during the nine months ended September 30, 2022 is presented below:

OF STOCK OPTION ACTIVITY

Outstanding, January 1, 2022

Outstanding, June 30, 2022

Exercisable, June 30, 2022

following table presents information related to stock options at June 30, 2022:

OF STOCK OPTION BY EXERCISE PRICE

Options Outstanding

Options Exercisable

Remaining Life

$ 48,200.00 - $ 52,000.00

to reduction to $ 5.08 per share in the event of stockholder approval of certain amendments

to the 2021 Plan.

Outstanding, September 30, 2022

Exercisable, September 30, 2022

to the 2021 Plan, the Company grants RSUs to employees, consultants and non-employee directors (“Eligible Individuals”).

3 unchanged sentences

for each vested and nonforfeitable RSU.

March 18, 2022, the Company, granted an aggregate of 24,876 RSUs to its Chief Executive Officer, President and Chairman of the Board

and its Vice President, Research and Development with a fair value of $ 4.21 per share.

March 18, 2022, the Company granted an aggregate of 24,876 RSUs to its Chief Executive Officer, President and Chairman of the Board and

its Vice President, Research and Development with a fair value of $ 4.21 per share.

The RSUs vest in twelve equal monthly installments.

summary of our unvested RSUs as of June 30, 2022 is as follows:

summary of the Company’s unvested RSUs as of September 30, 2022 is as follows:

OF UNVESTED RESTRICTED STOCK UNITS

Outstanding, January 1, 2022

Outstanding, June 30, 2022

following table presents information related to stock compensation expense:

OF STOCK COMPENSATION EXPENSE

For the Three

For the Six Months

Weighted Average

Remaining Amortization

Research and development

General and administrative

7 - COMMITMENTS AND CONTINGENCIES

Outstanding, September 30, 2022

There were 2,074 restricted stock

units vested in October 2022.

the three months ended September 30, 2022 and 2021, the Company recognized compensation expense related to RSUs of $ 1.2 million and $ 1.2

million, respectively.

For the nine months ended September 30, 2022 and 2021, the Company recognized compensation expense related to

RSUs of $ 3.6 million and $ 2.5 million, respectively.

the three months ended September 30, 2022 and 2021, the Company recognized compensation expense of $ 3.1 million and $ 2.9 million, respectively.

For the nine months ended September 30, 2022 and 2021, the Company recognized compensation expense of $ 9.6 million and $ 19.9 million,

respectively.

Company’s unrecognized compensation expense was $ 10.8 million as of September 30, 2022.

7 - COMMITMENTS

Services Agreement

7 unchanged sentences

as the services are rendered.

During the three and six months ended June 30, 2022, the Company incurred $ 0.6 million and $ 1.0 million,

During the three and nine months ended September 30, 2022, the Company incurred $ 0.6 million and $ 1.7 million,

respectively, of research and development expense related to this agreement and had a balance in prepaid expense of approximately $ 0.3

million at June 30, 2022 associated with the Clinical Services Agreement.

million as of September 30, 2022 associated with the Clinical Services Agreement.

Company is a party to a lease for 6,800 square feet of space located in Melville, New York (the “Melville Lease”) with respect

3 unchanged sentences

The remaining term of this lease

is approximately 2.5 years at June 30, 2022 .

is approximately 2.25 years as of September 30, 2022 .

calculating the present value of lease liabilities for operating leases, the Company discounted the lease payments using its estimated

3 unchanged sentences

OF NET LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION

Six Months Ended June 30, 2022

Six Months Ended June 30, 2021

Ended September

Ended September 30,

Operating lease cost (cost resulting from lease payments)

5 unchanged sentences

Non-current liabilities – operating lease liabilities

minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases as of June 30, 2022:

minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases as of September 30, 2022:

OF FUTURE MINIMUM PAYMENTS UNDER NON-CANCELABLE LEASES FOR OPERATING LEASES

5 unchanged sentences

9 – SUBSEQUENT EVENTS

of Common Stock

July 18, 2022, the Company issued 1,036 shares each to Lance Alstodt, Chief Executive Officer, and Francisco Silva, Vice President of

Research and Development, in lieu of cash for salary, with a fair value of $ 2.93 per share.

On November 3, 2022, BioRestorative Therapies, Inc.

held its Annual Meeting of Stockholders.

At the Annual Meeting,

the Company’s stockholders:

(i) elected the nominees as the Class II directors, (ii) approved amendments to the Company’s

2021 Stock Incentive Plan, (iii) authorized the reincorporation of the Company from the State of Delaware to the State of Nevada, (iv)

approved, on a non-binding advisory basis, the compensation of the Company’s executive officers, (v) recommended, on a non-binding

advisory basis, that future advisory votes be held every three years with regard to the approval of the Company’s executive compensation,

and (vi) ratified the selection of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year

ending December 31, 2022.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements