What changed in this filing

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Item 1. Financial Statements

2023-11-13 compared with 2023-08-11 · 306 added, 219 removed, 288 unchanged (65% of the section changed)

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AND SUBSIDIARY

Consolidated Balance Sheets

Cash and cash

Investments held in marketable

Accounts receivable

expenses and other current assets

CONDENSED Consolidated Balance Sheets

September 30,

Current Assets:

Property and equipment,

Cash and cash equivalents

Investments held in marketable securities

Accounts receivable

Prepaid expenses and other current assets

Total Current Assets

Property and equipment, net

Right of use asset

AND STOCKHOLDERS’ EQUITY

Accounts payable

Accrued expenses and other

current liabilities

liability, current portion

Intangible assets, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

liability, net of current portion

Stockholders’

Accounts payable

Accrued expenses and other current liabilities

Lease liability, current portion

Total Current Liabilities

Lease liability, net of current portion

Total Liabilities

Stockholders’ Equity

Preferred stock, $ 0.01 par value;

20,000,000 shares;

Series B Convertible Preferred

Stock, $ 0.01 par value;

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

31, 2022, respectively

Common Stock, $ 0.0001 par

Authorized, 20,000,000 shares;

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

Series B Convertible Preferred Stock, $ 0.01 par value;

1,543,158 designated shares, 1,398,158 and 1,518,158 issued and outstanding at September 30, 2023 and December 31, 2022, respectively

Common Stock, $ 0.0001 par value;

Authorized, 75,000,000 shares;

4,667,641 and 3,677,775 issued and outstanding at September 30, 2023 and December 31, 2022, respectively

Additional paid in capital

Accumulated deficit

( 164,231,163 )

( 152,640,897 )

Stockholders’ Equity

Liabilities and Stockholders’ Equity

Total Stockholders’ Equity

Total 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

the Three Months Ended,

the Six Months Ended,

and development

and administrative

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

For the Three Months Ended,

For the Nine Months Ended,

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

Operating expenses:

from operations

Research and development

General and administrative

Total operating expenses

Loss from operations

( 3,104,443 )

2 unchanged sentences

( 14,292,121 )

(income) expense:

(income) expense

on PPP loan forgiveness

Other (income) expense:

Interest (income) expense

Gain on PPP loan forgiveness

Other income, net

Total other (income) expense

$ ( 2,925,492 )

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$ ( 14,147,216 )

Loss Per Share - Basic and Diluted

Average Number of Common Shares Outstanding - Basic and Diluted

Net Loss Per Share - Basic and Diluted

Weighted Average Number of Common Shares Outstanding - Basic and Diluted

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

BIORESTORATIVE

THERAPIES, INC.

BIORESTORATIVE THERAPIES,

AND SUBSIDIARY

Consolidated STATEMENTS of CHANGES IN STOCKHOLDERS’ EQUITY

Series B Convertible

C ONDENSED CONSOLIDATED STATEMENTS of CHANGES IN STOCKHOLDERS’

Preferred Stock

Stockholders’

January 1, 2023

Balance at January 1, 2023

$ 168,457,418

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( 5,684,222 )

as of March 31, 2023

Balance as of March 31, 2023

$ 171,796,596

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Issuance of common stock

Conversion of Series B preferred

to common stock

Conversion of Series B preferred to common stock

( 2,980,552 )

as of June 30, 2023

Balance as of June 30, 2023

$ 173,695,154

$ ( 161,305,671 )

Stock-based compensation:

- restricted share units

- common stock

Issuance of common stock

( 2,925,492 )

Balance as of September 30, 2023

$ 177,042,781

$ ( 164,231,163 )

Balance at January 1, 2022

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( 4,816,150 )

at March 31, 2022

Balance at March 31, 2022

$ 159,103,184

$ ( 138,962,278 )

Stock-based compensation:

- restricted share units

- common stock

( 4,675,241 )

Balance as of June 30, 2022

$ 162,207,334

$ ( 143,637,519 )

$ 162,207,334

$ ( 143,637,519 )

Issuance of Series B Preferred stock in exchange for Series A Preferred stock

( 1,543,158 )

Stock-based compensation:

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( 4,655,825 )

as of June 30, 2022

Balance as of September 30, 2022

$ 165,281,862

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Consolidated STATEMENTS OF CASH FLOWS

Cash flows from operating

September 30, 2023

September 30, 2022

Nine Months Ended

September 30, 2023

September 30, 2022

Cash flows from operating activities:

$ ( 11,590,266 )

$ ( 14,147,216 )

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

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

Depreciation and amortization

Unrealized loss 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

( 4,656,785 )

( 4,297,412 )

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

Cash flows from investing activities:

Sale of marketable securities

Purchase of marketable securities

( 9,933,562 )

Cash and cash equivalents

- beginning of period

and cash equivalents - end of period

Supplemental cash flow information:

Cash paid for:

Purchases of equipment

Net cash provided by (used in) investing activities

( 10,156,204 )

Cash flows from financing activities:

Net proceeds from issuance of common stock in ATM transactions

Net proceeds from issuance of common stock in direct offering

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

( 14,453,616 )

Cash and cash equivalents - beginning of period

Cash and cash equivalents - end of period

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 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

cash flows from operations of $ 3.5 million.

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

Company anticipates that it will continue to incur net losses as it executes its development plans throughout 2023 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, investments in marketable securities and additional infusions of cash from equity and debt financing.

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.

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.

the nine months ended September 30, 2023, the Company had a net loss of $ 11.6 million (of which, $ 6.3 million was attributable to non-cash

stock-based compensation) and negative cash flows from operations of $ 4.7 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

throughout 2023 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, investments in marketable securities and additional infusions

of cash from equity and debt financing.

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

During the nine months ended September 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

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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

on cash on hand as of September 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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and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate.

accompanying 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 condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values.

The accompanying

condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue

as a going concern.

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.

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

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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.

Further, BRT has a license for 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.

September 2023, BRT announced that it had entered into a supply agreement with a supplier of biologic-based cosmetics pursuant to which

BRT will manufacture tissue-based biologics for use in the production of cosmetic and aesthetic applications.

2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying condensed consolidated financial statements have been prepared in accordance with GAAP.

The summary of significant accounting

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

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

of the Securities and Exchange Commission (the “SEC”).

Certain information and footnote disclosures normally included in

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.

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP.

The summary of significant

accounting policies presented below is designed to assist in understanding the Company’s unaudited condensed consolidated

financial statements.

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

regulations of the Securities and Exchange Commission (the “SEC”).

Certain information and footnote disclosures normally

included in 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 unaudited 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 unaudited

condensed consolidated financial statements.

Such unaudited 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 nine months ended September 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

condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary.

All intercompany accounts

and transactions have been eliminated upon consolidation.

preparation of the 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 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.

unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary.

intercompany accounts and transactions have been eliminated upon consolidation.

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.

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.

Concentrations

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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.

September 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 nine months ended

September 30, 2023 and 2022.

of Significant Accounting Policies

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Standards, in the Annual Report.

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.

During the three and nine months ended September 30, 2023, the Company did not make any changes to its

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

Value Measurements

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This fair value measurement framework applies at both initial and subsequent

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

Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed

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.

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.

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

inputs include significant inputs that are generally less observable from objective sources.

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.

Pricing inputs include

significant inputs that are generally less observable from objective sources.

These inputs may be used with internally-developed

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OF FAIR VALUE RECURRING BASIS

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

Fair value measurements at reporting date using:

Quoted prices in active markets for identical liabilities

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Marketable securities as of September 30, 2023

Marketable securities as of December 31, 2022

Value of Financial Instruments

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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 and six months ended June 30, 2023 and 2022.

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

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

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SCHEDULE OF WEIGHTED AVERAGE DILUTIVE COMMON SHARES

Months Ended June 30,

Three Months Ended September 30,

Unvested RSUs

Convertible preferred

Months Ended June 30,

Convertible preferred stock

Nine Months Ended September 30,

Unvested RSUs

Convertible preferred

Convertible preferred stock

Adopted Accounting Pronouncements

June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, which requires entities to estimate all expected

credit losses for financial assets measured at amortized cost basis, including trade receivables, held at the reporting date based on

historical experience, current conditions, and reasonable and supportable forecasts.

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

June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, which requires entities to estimate all

expected credit losses for financial assets measured at amortized cost basis, including trade receivables, held at the reporting

date based on historical experience, current conditions, and reasonable and supportable forecasts.

The Company adopted this guidance

on January 1, 2023.

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

condensed consolidated financial statements.

3 - INTANGIBLE ASSETS

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SCHEDULE OF INTANGIBLE ASSETS

and Trademarks

Patents and Trademarks

Accumulated Amortization

Balance as of January 1, 2023

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Amortization expense

Balance as of June 30, 2023

Balance as of September 30, 2023

$ ( 861,078 )

Weighted average remaining amortization

period as of June 30, 2023

Weighted average remaining amortization period as of September 30, 2023

amortization of intangible assets consists of the following:

SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSES

and Trademarks

Patents and Trademarks

Accumulated Amortization

Balance as of January 1, 2023

Amortization expense

Balance as of June 30, 2023

Balance as of September 30, 2023

4 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

September 30, 2023

December 31, 2022

Accrued payroll

Accrued general and

administrative expenses

Accrued general and administrative expenses

Total accrued expenses

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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 .

As of September 30, 2023, the number

of shares of Series B remaining outstanding after giving effect to such conversion was 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

The offering closed on July 13, 2023, with net proceeds of approximately $ 1.9 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.

As of September 30, 2023, there were 4,667,641 shares of Common Stock outstanding.

Stock Incentive Plan

March 18, 2021, the Company’s Board of Directors adopted the BioRestorative Therapies, Inc.

2021 Stock Incentive Plan (the “2021

The 2021 Plan was approved by the Company’s stockholders on August 17, 2021.

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

On December 10, 2021, the Company’s Board of Directors approved an amendment to increase the number of shares

of Common Stock authorized to be issued from 1,175,000

to 2,500,000 .

Such amendment was approved by the Company’s stockholders on November 3, 2022.

On July 13, 2023, the Company’s

Board of Directors approved an amendment to the 2021 Plan to increase the number of shares

of common stock authorized to be issued from 2,500,000

to 3,850,000 .

Such amendment was approved by the Company’s stockholders on September 13, 2023.

and Option Valuation

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being valued.

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

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

The Company granted options for the purchase of 629,017

shares of Common Stock during the nine months ended September 30, 2023.

The grant date fair value of options issued during the nine months

ended September 30, 2023 was $ 1,745,000 .

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

The Company granted options for the purchase of 25,000

shares of Common Stock during the nine months ended September 30, 2022.

The grant date fair value of options issued during the nine months

ended September 30, 2022 was $ 122,117 .

applying the Black-Scholes option pricing model to stock options granted during the nine months ended September 30, 2023 and 2022, the

Company used the following assumptions:

OF STOCK OPTION GRANTED ASSUMPTIONS

Nine Months Ended

September 30,

Risk free interest rate

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Expected dividends

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

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

OF STOCK OPTION ACTIVITY

Weighted Average

Exercise Price

Outstanding, January 1, 2023

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:

Outstanding, September 30, 2023

Exercisable, September 30, 2023

to the Company’s 2021 Stock Incentive 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 September 30, 2023 is as follows:

OF UNVESTED RESTRICTED STOCK UNITS

December 31, 2022

June 30, 2023

Number of Shares

Outstanding, December 31, 2022

Outstanding, September 30, 2023

following table presents stock compensation by award type:

OF STOCK COMPENSATION BY AWARD TYPE

the Three Months Ended June 30,

For the Three Months Ended

September 30,

Shares issued for services

the Six Months Ended June 30,

For the Nine Months Ended

September 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.

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

As of September 30, 2023, unrecognized stock based compensation expense is $ 872,304

with a weighted average remaining amortization

period of 0.87

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

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OF NET LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION

Months Ended June 30,

Operating lease cost (cost resulting

from lease payments)

Nine Months Ended September 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

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:

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 September 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

Present value of net

future minimum lease payments

Amount representing interest

Present value of net future minimum lease payments

7 – SUBSEQUENT EVENTS

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.

April 2023, the Company entered into a Capital on Demand Sales Agreement with JonesTrading Institutional Services LLC (the “Sales

Agent”) under which the Company currently has the ability to issue and sell shares of its Common Stock, from time

to time, through the Sales Agent, up to an aggregate offering price of approximately $ 5,486,000

in what is commonly referred to as an “at-the-market”

(“ATM”) program.

In October 2023, the Company sold an additional 39,276

shares of its Common Stock at an average

price of $ 2.17

per share and raised approximately $ 86,000

in gross proceeds under the ATM program.

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