What changed in this filing

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Item 1. Financial Statements

2023-08-11 compared with 2023-05-12 · 239 added, 211 removed, 268 unchanged (63% of the section changed)

4 unchanged sentences

Consolidated Balance Sheets

and cash equivalents

held in marketable securities

Cash and cash

Investments held in marketable

Accounts receivable

expenses and other current assets

Total Current Assets

and equipment, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Assets

Property and equipment,

Right of use asset

AND STOCKHOLDERS’ EQUITY

Accounts payable

Accrued expenses and other

current liabilities

expenses and other current liabilities

liability, current portion

Total Current Liabilities

Current Liabilities

liability, net of current portion

Total Liabilities

Stockholders’ Equity

Preferred stock, $ 0.01 par

Authorized, 20,000,000 shares;

A Convertible Preferred stock, $ 0.01 par value;

1,543,158 designated shares, 0 and 0 issued and outstanding at March 31, 2023 and

December 31, 2022, respectively

B Convertible Preferred stock, $ 0.01 par value;

1,543,158 designated shares, 1,518,158 and 1,518,158 issued and outstanding at March

31, 2023 and December 31, 2022, respectively

Preferred stock, value

Stockholders’

Preferred stock, $ 0.01 par value;

20,000,000 shares;

Series B Convertible Preferred

Stock, $ 0.01 par value;

Authorized, 75,000,000 shares;

3,767,615 and 3,677,775 issued and outstanding at March 31, 2023 and December

1,543,158 designated shares, 1,398,158 and 1,518,158 issued and outstanding at June 30, 2023 and December

31, 2022, respectively

paid in capital

Common Stock, $ 0.0001 par

Authorized, 75,000,000 shares;

3,982,608 and 3,677,775 issued and outstanding at June 30, 2023 and December 31, 2022, respectively

Additional paid in capital

( 161,305,671 )

( 152,640,897 )

Total Stockholders’

Total Liabilities

and Stockholders’ Equity

Stockholders’ Equity

Liabilities and Stockholders’ Equity

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

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Consolidated STATEMENTS OF OPERATIONS

March 31, 2023

March 31, 2022

For the Three Months Ended,

March 31, 2023

March 31, 2022

the Three Months Ended,

the Six Months Ended,

and development

and administrative

operating expenses

Research and development

General and administrative

Total operating expenses

Loss from operations

from operations

( 3,116,551 )

( 4,628,628 )

Other income:

Interest (income) expense

Gain on PPP loan forgiveness

Other income, net

Total other income

( 8,895,649 )

( 9,682,421 )

Net Loss Per Share - Basic and Diluted

Weighted Average Number of Common Shares Outstanding - Basic and Diluted

(income) expense:

(income) expense

on PPP loan forgiveness

other (income) expense

$ ( 2,980,552 )

$ ( 4,675,241 )

$ ( 8,664,774 )

$ ( 9,491,391 )

Loss Per Share - Basic and Diluted

Average Number of Common Shares Outstanding - Basic and Diluted

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

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Consolidated STATEMENTS of CHANGES IN STOCKHOLDERS’ EQUITY

Series A Convertible

Series B Convertible

Preferred Stock

Stockholders’

Balance at January 1, 2023

January 1, 2023

$ 168,457,418

2 unchanged sentences

- restricted share units

- common stock

( 5,684,222 )

Balance as of

March 31, 2023

as of March 31, 2023

$ 171,796,596

$ ( 158,325,119 )

Stock-based compensation:

- restricted share units

- common stock

Issuance of common stock

Conversion of Series B preferred

to common stock

( 2,980,552 )

as of June 30, 2023

$ 173,695,154

$ ( 161,305,671 )

Balance at January 1, 2022

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( 4,816,150 )

Balance at March 31, 2022

at March 31, 2022

$ 159,103,184

$ ( 138,962,278 )

$ 159,103,184

$ ( 138,962,278 )

Stock-based compensation:

- restricted share units

- common stock

( 4,675,241 )

as of June 30, 2022

$ 162,207,334

$ ( 143,637,519 )

$ 162,207,334

$ ( 143,637,519 )

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

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Consolidated STATEMENTS OF CASH FLOWS

March 31, 2023

March 31, 2022

Three months ended

March 31, 2023

March 31, 2022

Cash flows from operating activities:

Cash flows from operating

$ ( 8,664,774 )

$ ( 9,491,391 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Unrealized gain on marketable securities

Stock-based compensation

Gain on PPP loan forgiveness

Non-cash lease expense

Changes in operating assets and liabilities:

Accounts receivable

Prepaid assets and other current assets

Accounts payable

Accrued expenses and other current liabilities

Lease liability

Net cash used in operating activities

Adjustments to reconcile

net loss to net cash used in operating activities:

and amortization

gain on marketable securities

on PPP loan forgiveness

lease expense

Changes in operating assets

and liabilities:

assets and other current assets

expenses and other current liabilities

cash used in operating activities

( 3,479,065 )

( 2,845,756 )

Cash flows from investing activities:

Sale of marketable securities

Purchases of equipment

Net cash provided by (used in) investing activities

Cash flows from financing activities:

Net cash used in financing activities

Net increase (decrease) in cash and cash equivalents

Cash flows from investing

of marketable securities

cash provided by (used in) investing activities

Cash flows from financing

proceeds from issuance of common stock in at-the-market offering

cash provided by financing activities

Net increase (decrease)

in cash and cash equivalents

( 3,093,003 )

Cash and cash equivalents - beginning of period

Cash and cash equivalents - end of period

Cash and cash equivalents

- beginning of period

and cash equivalents - end of period

Supplemental cash flow information:

Cash paid for:

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

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Therapies, Inc., a Delaware corporation, with and into its wholly-owned subsidiary, BioRestorative Therapies, Inc., a Nevada corporation.

accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which

contemplates realization of assets and satisfying liabilities in the normal course of business.

For the three months ended March 31,

accompanying 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.

For the six months ended June 30,

2023, the Company had a net loss of $ 8.7 million (of which, $ 4.8 million was attributable to non-cash stock-based compensation) and negative

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primarily through current cash on hand, investments in marketable securities and additional infusions of cash from equity and debt financing.

on cash on hand as of March 31, 2023, the Company believes it has sufficient cash to fund operations for the twelve months subsequent

April 14, 2023, the Company entered into a sales agreement with JonesTrading Institutional Services LLC for an at-the-market (“ATM”)

offering of the Company’s Common Stock, par value $ 0.0001 per share, at an aggregate offering price of up to $ 3.7 million.

the three months ended June 30, 2023, net proceeds of $ 411,710 were received from the issuance of 93,551 shares of Common Stock.

July 13, 2023, the Company sold an aggregate of 685,033 shares of Common Stock to several institutional buyers and accredited investors

in a registered direct offering at an offering price of $ 3.03 per share.

The offering closed on July 13, 2023, with net proceeds of approximately

$ 1.8 million.

The Company intends to use the net proceeds from the offering in connection with its clinical trials with respect to its

lead cell therapy candidate, BRTX-100 , pre-clinical research and development with respect to its metabolic ThermoStem Program

and for general corporate purposes and working capital.

on cash on hand as of June 30, 2023, the Company believes it has sufficient cash to fund operations for the twelve months subsequent

to the filing date of this Form 10-Q.

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develops therapeutic products and medical therapies using cell and tissue protocols, primarily involving adult stem cells.

BRT’s website is at www.biorestorative.com .

The information contained in our website is not intended to be incorporated

by reference into this Quarterly Report.

website is at www.biorestorative.com .

The information contained in our website is not intended to be incorporated by reference

into this Quarterly Report.

BRT is currently developing a Disc/Spine Program referred to as “brtxDISC”.

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 investigating the expansion of

the clinic application of BRTX-100 to other indications within the body.

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.

2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING

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 investigating the expansion of the clinic application of BRTX-100

to other indications within the body.

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.

2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

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policies presented below is designed to assist in understanding the Company’s condensed consolidated financial statements.

condensed consolidated financial statements and accompanying notes are the representations of Company’s management, who is responsible

for their integrity and objectivity.

condensed consolidated financial statements of the Company included herein have been prepared, pursuant to the rules and regulations

1 unchanged sentence

Certain information and footnote disclosures normally included in

financial statements prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

GAAP”) have been condensed or omitted from this report, as is permitted by such rules and regulations.

Accordingly, these condensed

consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included

in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 27, 2023 (the

“Annual Report”).

The summary of significant accounting policies presented below is designed to assist in understanding the

Company’s consolidated financial statements.

Such consolidated financial statements and accompanying notes are the representations

of Company’s management, who is responsible for their integrity and objectivity.

Operating results for the three months ended March 31, 2023 are not necessarily

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

financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules

and regulations.

Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial

statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022,

filed with the SEC on March 27, 2023 (the “Annual Report”).

The summary of significant accounting policies presented below

is designed to assist in understanding the Company’s condensed consolidated financial statements.

Such condensed consolidated financial

statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity.

Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected

for the entire year or for any other subsequent interim period.

of Consolidation

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instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution.

The Company maintains deposits in its cash account in excess of the Federal Depository Insurance Corporation coverage of $ 250,000 .

of March 31, 2023, the Company has not experienced losses on this account.

royalties related to the Company’s sublicense comprised all of the Company’s revenue during the three months ended March

31, 2023 and 2022.

The Company maintains deposits in its cash account in excess of the Federal Deposit Insurance Corporation coverage of $ 250,000 .

June 30, 2023, the Company has not experienced losses on this account.

royalties related to the Company’s sublicense comprised all of the Company’s revenue during the three and six months ended

June 30, 2023 and 2022.

of Significant Accounting Policies

1 unchanged sentence

Standards, in the Annual Report.

During the three months ended March 31, 2023, the Company did not make any changes to its significant

During the three and six months ended June 30, 2023, the Company did not make any changes to its significant

accounting policies, except as described below with respect to recent accounting pronouncements.

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OF FAIR VALUE RECURRING BASIS

Fair value measurements at reporting date using:

Quoted prices in active markets for identical liabilities (Level 1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Marketable securities as of March 31, 2023

Marketable securities as of December 31, 2022

value measurements at reporting date using:

prices in active markets for identical liabilities (Level 1)

other observable inputs (Level 2)

unobservable inputs (Level 3)

Marketable securities

as of June 30, 2023

Marketable securities as of

December 31, 2022

Value of Financial Instruments

carrying value of cash, accounts receivable, and accounts payable approximate

their fair values based on the short-term maturity of these instruments.

carrying value of cash, accounts receivable, and accounts payable approximate their fair values based on the short-term maturity of these

Loss per Common Share

7 unchanged sentences

is anti-dilutive with respect to losses, options, warrants, and convertible preferred stock have been excluded from the Company’s

computation of diluted net loss per common share for the three months ended March 31, 2023 and 2022.

following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these

computation of diluted net loss per common share for the three and six months ended June 30, 2023 and 2022.

following tables summarize the securities that were excluded from the diluted per share calculation because the effect of including these

potential shares was antidilutive due to the Company’s net loss position even though the exercise or conversion price could be

1 unchanged sentence

SCHEDULE OF WEIGHTED AVERAGE DILUTIVE COMMON SHARES

Three months ended March 31,

Months Ended June 30,

Unvested RSUs

Convertible preferred stock

Convertible preferred

Months Ended June 30,

Unvested RSUs

Convertible preferred

Adopted Accounting Pronouncements

3 unchanged sentences

The Company adopted this guidance on January 1,

The adoption of this accounting standard did not have a material impact on the Company’s condensed consolidated financial statements.

The adoption of this accounting standard did not have a material impact on the Company’s condensed consolidated financial

3 - INTANGIBLE ASSETS

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, certain performance milestones (or payouts in lieu of performance milestones)

had to be satisfied in order for the Company to maintain its exclusive rights with regard to the disc/spine technology.

The Company did

not timely satisfy the third of these performance milestones (which needed to be satisfied by February 2022).

Accordingly, such rights

became non-exclusive.

However, in November 2022, the Company entered into an amended agreement under which it paid $ 175,000 and issued

51,370 warrants, with a fair value of $ 117,030 , in exchange for renewed exclusivity.

The consideration transferred to the SCTC in exchange

for exclusivity was capitalized to intangible assets on the Company’s consolidated balance sheet as of December 31, 2022.

Company is a party to a license agreement with a stem cell treatment company (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, certain performance milestones (or

payouts in lieu of performance milestones) had to be satisfied in order for the Company to maintain its exclusive rights with regard

to the disc/spine technology.

The Company did not timely satisfy the third of these performance milestones (which needed to be satisfied

by February 2022).

Accordingly, such rights became non-exclusive.

However, in November 2022, the Company entered into an amended agreement

under which it paid $ 175,000 and issued 51,370 warrants, with a fair value of $ 117,030 , in exchange for renewed exclusivity.

The consideration

transferred to the SCTC in exchange for exclusivity was capitalized to intangible assets on the Company’s consolidated balance

sheet as of December 31, 2022.

February 2017, the Company received authorization from the Food and Drug Administration (the “FDA”) to proceed with a Phase

4 unchanged sentences

SCHEDULE OF INTANGIBLE ASSETS

Patents and Trademarks

Accumulated Amortization

and Trademarks

Balance as of January 1, 2023

1 unchanged sentence

Amortization expense

Balance as of March 31, 2023

Balance as of June 30, 2023

$ ( 838,641 )

Weighted average remaining amortization period as of March 31, 2023

Weighted average remaining amortization

period as of June 30, 2023

amortization of intangible assets consists of the following:

SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSES

Patents and Trademarks

Accumulated Amortization

and Trademarks

Balance as of January 1, 2023

Amortization expense

Balance as of March 31, 2023

Balance as of June 30, 2023

4 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

1 unchanged sentence

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

March 31, 2023

December 31, 2022

Accrued payroll

Accrued general and administrative expenses

Accrued general and

administrative expenses

Total accrued expenses

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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

October 25, 2022, Auctus converted 25,000 shares of Series B into 25,000 shares of Common Stock.

As of March 31, 2023, number of shares

of Series B remaining outstanding after giving effect to this conversion was 1,518,158 .

Conversion – From time to time, if 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.

Such notice shall have

the effect of a notice of conversion with respect to the conversion of such number of shares of Series B as would increase the Series

B holder’s beneficial ownership of Common Stock to 9.99 % of the then publicly disclosed outstanding shares of Common Stock.

April 4, 2023, Auctus converted 120,000 shares of Series B into 120,000 shares of Common Stock.

As of June 30, 2023, the number of shares

of Series B remaining outstanding after giving effect to such conversion was 1,398,158 .

and Option Valuation

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being valued.

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

were no stock options granted during the three months ended June 30, 2023.

The Company granted options for the purchase of 629,017 shares

of Common Stock during the six months ended June 30, 2023.

The grant date fair value of options issued during the six months ended June

30, 2023 was $ 1,745,000 .

were no stock options granted during the three months ended June 30, 2022.

The Company granted options for the purchase of 25,000 shares

of Common Stock during the six months ended June 30, 2022.

The grant date fair value of options issued during the six months ended June

30, 2022 was $ 122,117 .

applying the Black-Scholes option pricing model to stock options granted during the six months ended June 30, 2023, the Company used

the following assumptions:

SCHEDULE OF STOCK OPTIONS GRANTED ASSUMPTIONS

For the Three Months Ended

Risk free interest rate

2 unchanged sentences

Expected dividends

Company granted options for the purchase of 629,017 shares of common stock during the three months ended March 31, 2023.

The grant date

fair value of options issued during the three months ended March 31, 2023 was $ 1,745,000 .

The Company granted options for the purchase

of 25,000 shares of common stock during the three months ended March 31, 2022.

The grant date fair value of options issued during the

three months ended March 31, 2022 was $ 122,117 .

summary of the stock option activity during the three months ended March 31, 2023 is presented below:

summary of the stock option activity during the six months ended June 30, 2023 is presented below:

OF STOCK OPTION ACTIVITY

Weighted Average

Exercise Price

Outstanding, January

Outstanding, March 31, 2023

Exercisable, March 31, 2023

to the 2021 Plan, the Company may grant restricted stock units (“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 2021 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.

summary of our unvested RSUs as of March 31, 2023 is as follows:

Outstanding, June 30, 2023

Exercisable, June 30, 2023

to the Company’s 2021 Stock Incentive Plan (the “2021 Plan”), the Company may grant restricted stock units (“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 2021 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.

summary of the Company’s unvested RSUs as of June 30, 2023 is as follows:

OF UNVESTED RESTRICTED STOCK UNITS

Number of Shares

Outstanding, December 31, 2022

Outstanding, March 31, 2023

following table presents information related to stock compensation expense:

SCHEDULE OF STOCK OPTION EXPENSE

For the three months ended

Unrecognized at March 31,

Weighted Average Remaining Amortization Period

Research and development

General and administrative

December 31, 2022

June 30, 2023

following table presents stock compensation by award type:

OF STOCK COMPENSATION BY AWARD TYPE

For the three months ended March 31,

the Three Months Ended June 30,

Shares issued for services

the Six Months Ended June 30,

Shares issued for services

based compensation is included in General and administrative expenses on the consolidated statements of operations.

As of June 30, 2023,

unrecognized stock based compensation expense is $ 1,201,875 with a weighted average remaining amortization period of 1.04 years.

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

9 unchanged sentences

OF NET LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION

Three months ended March 31,

Operating lease cost (cost resulting from lease payments)

Months Ended June 30,

Operating lease cost (cost resulting

from lease payments)

Net lease cost

Operating lease - operating cash flows (fixed payments)

Operating lease - operating cash flows (liability reduction)

Operating lease – operating cash flows

(fixed payments)

Operating lease – operating cash flows

(liability reduction)

Non-current leases – right of use assets

Current liabilities - operating lease liabilities

Non-current liabilities - operating lease liabilities

minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases as of March 31, 2023:

Current liabilities – operating lease

Non-current liabilities – operating lease

minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases as of June 30, 2023:

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

Operating Leases

Remainder of 2023

Total future minimum lease payments

Amount representing interest

Present value of net future minimum lease payments

Amount representing

Present value of net

future minimum lease payments

– SUBSEQUENT EVENTS

April 4, 2023, Auctus converted 120,000 shares of Series B into 120,000 shares of Common Stock.

The number of shares of Series B remaining

outstanding after this conversion is 1,398,158 .

On July 13, 2023, the Company

sold an aggregate of 685,033 shares of Common Stock to several institutional buyers and accredited investors in a registered direct offering

at an offering price of $ 3.03 per share.

The offering closed on July 13, 2023, with net proceeds of approximately $ 1.8 million.

intends to use the net proceeds from the offering in connection with its clinical trials with respect to its lead cell therapy candidate,

BRTX-100 , pre-clinical research and development with respect to its metabolic ThermoStem Program and for general corporate

purposes and working capital.

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