What changed in this filing

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Item 1. Financial Statements

2024-06-11 compared with 2023-11-13 · 354 added, 438 removed, 156 unchanged (84% of the section changed)

2 unchanged sentences

THERAPIES, INC.

AND SUBSIDIARY

CONDENSED Consolidated Balance Sheets

September 30,

CONSOLIDATED BALANCE SHEETS

(As Restated)

Current Assets:

5 unchanged sentences

Property and equipment, net

Right of use asset

Right-of-use assets

Intangible assets, net

Deferred offering costs

Liabilities and Stockholders’ Equity

2 unchanged sentences

Accrued expenses and other current liabilities

Lease liability, current portion

Lease liability

Derivative liabilities

Total Current Liabilities

Lease liability, net of current portion

Total Liabilities

Commitments and contingencies

Stockholders’ Equity:

Preferred stock, $ 0.01 par value;

Authorized, 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 September 30, 2023 and December 31, 2022, respectively

20,000,000 shares authorized;

Series B Convertible Preferred Stock;

1,543,158 shares designated, 1,398,158 shares issued and

outstanding at March 31, 2024 and December 31, 2023, respectively

Preferred Stock, value

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

75,000,000 shares authorized;

6,769,919 and 4,706,917 shares issued

and outstanding at March 31, 2024 and December 31, 2023, respectively

Additional paid-in capital

4 unchanged sentences

Total Liabilities and Stockholders’ Equity

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

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

BIORESTORATIVE

THERAPIES, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

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

(As Restated)

Operating Expenses:

5 unchanged sentences

( 5,779,098 )

( 12,000,092 )

( 14,292,121 )

Other (Income) Expense:

Interest (income) expense

Gain on PPP loan forgiveness

Other income, net

Interest income

Gain on exchange of warrants

Change in fair value of derivative liabilities

Total Other (Income) Expense

2 unchanged sentences

$ ( 7,172,572 )

$ ( 14,147,216 )

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,

AND SUBSIDIARY

C ONDENSED CONSOLIDATED STATEMENTS of CHANGES IN STOCKHOLDERS’

Preferred Stock

Weighted Average Common Shares Outstanding - Basic and

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

BIORESTORATIVE

THERAPIES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three Months Ended March 31, 2024

Series B Convertible

Preferred Stock

Stockholders’

Balance at January 1, 2023

$ 168,457,418

$ ( 152,640,897 )

Stock-based compensation:

- restricted share units

- common stock

( 5,684,222 )

Balance 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 )

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

Balance - January 1, 2024 (as restated)

$ 156,689,256

$ ( 146,699,334 )

Common stock issued in connection with warrant exchange [1]

Return and cancellation of shares in lieu of payroll tax withholding

Stock-based compensation:

Restricted share units

- common stock

( 2,223,255 )

Balance at March 31, 2022

$ 159,103,184

$ ( 138,962,278 )

Stock-based compensation:

- restricted share units

- common stock

( 4,675,241 )

Balance - March 31, 2024

$ 163,411,257

Balance as of June 30, 2022

$ ( 148,922,589 )

For the Three Months Ended March 31, 2023

Series B Convertible

Preferred Stock

Balance - January 1, 2023 (as restated)

$ 146,556,418

1 unchanged sentence

$ 146,556,418

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

$ ( 136,281,630 )

Return and cancellation of shares in lieu of payroll tax withholding

Stock-based compensation:

Restricted share units

- common stock

Net loss (as restated)

( 7,172,572 )

Balance as of September 30, 2022

Balance - March 31, 2023 (as restated)

$ 149,895,596

2 unchanged sentences

$ ( 143,454,202 )

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

Represents the aggregate fair value of 3,351,580 shares

of common stock, which includes 2,000,000 that have been issued and 1,351,580 shares held in abeyance.

Stockholders’ Equity - Warrant Exercise and Issuance and Note 6 - Fair Value Measurement for additional details.

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

BIORESTORATIVE

THERAPIES, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

September 30, 2023

September 30, 2022

Nine Months Ended

September 30, 2023

September 30, 2022

For the Three Months Ended

(As Restated)

Cash Flows From Operating Activities:

3 unchanged sentences

Depreciation and amortization

Unrealized loss on marketable securities

Dividend and interest income

Stock-based compensation

Gain on PPP loan forgiveness

Non-cash lease expense

Gain on exchange of warrants

Change in fair value of derivative liabilities

Changes in operating assets and liabilities:

Accounts receivable

Prepaid assets and other current assets

Prepaid expenses and other current assets

Accounts payable

8 unchanged sentences

( 10,728,006 )

( 1,467,310 )

Purchases of equipment

Net cash provided by (used in) investing activities

Net Cash (Used In) Provided By Investing Activities

( 4,928,006 )

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

Proceeds from exchange and issuance of warrants, net [1]

Deferred offering costs

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.

Net Increase In Cash and Cash Equivalents

Cash and Cash Equivalents - Beginning of the Period

Cash and Cash Equivalents - End of the Period

Supplemental Disclosures of Cash Flow Information:

Cash paid during the period for:

Non-cash investing and financing activities:

Accrued purchases of equipment

Return and cancellation of shares in lieu of payroll tax withholding

[1] Includes gross proceeds of $ 8,123,391 , less issuance costs of $ 595,364 .

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

BIORESTORATIVE

1 unchanged sentence

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 - NATURE OF THE ORGANIZATION, LIQUIDITY, AND BUSINESS

1 – BUSINESS ORGANIZATION, NATURE OF OPERATIONS, BASIS OF PRESENTATION AND LIQUIDITY

BioRestorative

3 unchanged sentences

subsidiary are referred to collectively as “BRT” or the “Company”.

December 29, 2022, the Company reincorporated from Delaware to Nevada.

The reincorporation was structured as a statutory merger of BioRestorative

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

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

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

$ 1.9 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.

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.

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

If the Company is unable to obtain such needed additional financing on a timely basis, the Company may have to curtail its development,

marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition

and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate.

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.

December 23, 2022, the Company reincorporated from Delaware to Nevada by filing Articles of Incorporation with the state of Nevada.

reincorporation was structured as a statutory merger.

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

website is at www.biorestorative.com.

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

into this Quarterly Report.

The information contained in the website or connected thereto is not intended to be incorporated

by reference into this Quarterly Report.

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

Its lead cell therapy

candidate, BRTX-100 , is a product formulated from autologous (or a person’s own) cultured mesenchymal stem cells collected

from the patient’s bone marrow.

The product is intended to be used for the non-surgical treatment of painful lumbosacral disc disorders

or as a complimentary therapeutic to a surgical procedure.

BRT is 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 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

lead cell therapy candidate, BRTX-100 , is a product formulated from autologous (or a person’s own) cultured mesenchymal

stem cells collected from the patient’s bone marrow.

The product is intended to be used for the non-surgical treatment of painful

lumbosacral disc disorders or as a complimentary therapeutic to a surgical procedure.

BRT is also engaging in research efforts with respect

to a platform technology utilizing brown adipose (fat) for therapeutic purposes to treat type 2 diabetes, obesity and other metabolic

disorders and has labeled this initiative its ThermoStem Program.

In addition, in continuation of BRT’s mission of developing and

commercializing cell-based biologics, it is seeking to develop a biologics-based cosmetic products business.

Pursuant to such business,

BRT would formulate, manufacture and sell products designed for cosmetic and aesthetic uses.

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.

of Presentation

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

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.

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles

generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information and with the

instructions to Form 10-Q and Article 8 of Regulation S-X.

Accordingly, they do not include all of the information and disclosures

required by U.S.

GAAP for complete financial statements.

The December 31, 2023 consolidated balance sheet data were derived from

audited financial statements but do not include all disclosures required by U.S.

In the opinion of management, such statements

include all adjustments (consisting only of normal recurring items) that are considered necessary for a fair presentation of the

unaudited condensed consolidated financial statements of the Company as of March 31, 2024 and for the three months then ended.

results of operations for the three months ended March 31, 2024 are not necessarily indicative of the operating results for the full

year ending December 31, 2024 or any other period.

These unaudited condensed consolidated financial statements should be read in

conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2023 and

for the year then ended, which were filed with the Securities and Exchange Commission (“SEC”) on June 11, 2024 as part

of the Company’s Amendment No.

1 to the Annual Report on Form 10-K/A (the “Form 10-K/A”), which includes the restatement of the Company’s consolidated financial statements,

including periods that are included in this Quarterly Report on Form 10-Q.

Refer to Note 2 – Summary of Significant Accounting Policies – Restatement of Previously Issued Consolidated

Financial Statements and Note 3 – Restatement of Previously Issued Unaudited Interim Condensed Consolidated Financial Statements

in the Form 10-K/A for additional information

the three months ended March 31, 2024, the Company had a net loss of $ 2.2 million,

negative cash flows from operations of $ 2.3 million and working capital of $ 13.3 million.

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

The Company anticipates that it will continue

to incur net losses and negative cash flows from operations as it executes its development plans for 2024 and beyond, as well as

other potential strategic and business development initiatives.

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.

During the three months ended March 31, 2024, the Company raised net proceeds of approximately $ 7.5 million

in connection with a warrant exercise program which is further discussed in Note 4 – Stockholders’ Equity.

on cash on hand and investments as of the date these unaudited condensed consolidated financial statements were issued, which includes

$ 7.5 million of net proceeds from the warrant exercise program, the Company believes it has sufficient cash to fund operations for

at least 12 months after the issuance date of these unaudited condensed consolidated financial statements.

the Company’s current funds will not be sufficient to enable the Company to fully complete its development activities or attain

profitable operations.

If the Company is unable to obtain such needed additional financing on a timely basis, the Company may have to

curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business,

financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate.

accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S.

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

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.

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Amendment No.

1 to the Annual Report on Form 10-K/A for the year ended December 31, 2023, there have been no material changes to the

Company’s significant accounting policies, except as disclosed in this note.

Reclassifications

prior period statements of operations, changes in stockholders’ equity and cash flows amounts have been reclassified to conform to the Company’s fiscal 2024 presentation.

reclassifications have no impact on the Company’s previously reported net loss.

Concentrations

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 Deposit Insurance Corporation coverage of $ 250,000 .

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

Company’s significant accounting policies are described in Note 2, Summary of Significant Accounting Policies and Recent Accounting

Standards, in the Annual Report.

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

defined in ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), fair value is the price that would be received

for an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions

about risk and the risks inherent in the inputs to the valuation technique.

These inputs can be readily observable, market corroborated,

or generally unobservable.

ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value.

The hierarchy

gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and

the lowest priority to unobservable inputs (level 3 measurement).

This fair value measurement framework applies at both initial and subsequent

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 and collars.

Pricing inputs include

significant inputs that are generally less observable from objective sources.

These inputs may be used with internally-developed

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

OF FAIR VALUE RECURRING BASIS

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

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

The Company maintains deposits in its accounts that hold cash and cash equivalents in excess of the Federal Depository

Insurance Corporation (“FDIC”) coverage of $ 250,000

per banking institution.

The Company had deposits in excess of FDIC coverage of $ 830,125

and $ 604,226 as of March 31,

2024 and December 31, 2023, respectively.

As of March 31, 2024, 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, 2024 and 2023.

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

value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date and is measured using inputs in one of the following three categories:

1 measurements are based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to

Valuation of these items does not entail a significant amount of judgment.

2 measurements are based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar

assets or liabilities in markets that are not active or market data other than quoted prices that are observable for the assets or liabilities.

3 measurements are based on unobservable data that are supported by little or no market activity and are significant to the fair value

of the assets or liabilities.

Company considers cash and cash equivalents, investments held in marketable securities, accounts receivable, accounts payable and

derivative liabilities to meet the definition of financial instruments.

As of March 31, 2024 and December 31, 2023, the carrying

amount of cash and cash equivalents, investments held in marketable securities, accounts receivable, and accounts payable

approximate their fair value due to the relatively short period of time between their origination and their expected realization or

The warrants classified as derivative liabilities are measured at fair value (see Note 6 – Fair Value

Measurement for additional details).

Loss per Common Share

loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the year.

loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the

All outstanding options and warrants are considered potential common stock.

The dilutive effect, if any, of stock options and warrants

are calculated using the treasury stock method.

The Company has 1,351,580

shares held in abeyance included in basic loss per share given that they are issuable for no additional consideration (see Note 4

– Stockholders’ Equity for additional details).

The dilutive effect, if any, of stock options and warrants are

calculated using the treasury stock method.

All outstanding convertible preferred stock is considered common stock at the beginning

of the period or at the time of issuance, if later, pursuant to the if-converted method.

Since the effect of Common Stock equivalents

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

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

Since the effect of common stock

equivalents is anti-dilutive with respect to losses, options, warrants, restricted stock units (“RSUs”) 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, 2024 and 2023.

following table summarizes 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

less than the average market price of the common shares:

SCHEDULE OF WEIGHTED AVERAGE DILUTIVE COMMON SHARES

Three Months Ended September 30,

Unvested RSUs

Convertible preferred stock

Nine Months Ended September 30,

OF WEIGHTED AVERAGE DILUTIVE COMMON SHARES

For the Three Months Ended

Stock options

Unvested RSUs

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, 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

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

2 clinical trial.

In March 2022, the United States Patent and Trademark Office issued a patent relating to the Company’s BRTX-100

clinical program.

assets consist of the following:

SCHEDULE OF INTANGIBLE ASSETS

Patents and Trademarks

Accumulated Amortization

Balance as of January 1, 2023

$ ( 793,768 )

Amortization expense

Balance as of September 30, 2023

$ ( 861,078 )

Weighted average remaining amortization period as of September 30, 2023

amortization of intangible assets consists of the following:

SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSES

Patents and Trademarks

Accumulated Amortization

Balance as of January 1, 2023

Amortization expense

Balance as of September 30, 2023

Issued Accounting Pronouncements

November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2023-07, Improvements to Reportable Segments Disclosures (Topic 280), which updates reportable segment disclosure requirements,

primarily through enhanced disclosures about significant (“ASU 2023-07”) segment expenses on both an annual and interim

The guidance becomes effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years

beginning after December 15, 2024, with early adoption permitted.

Since this new ASU addresses only disclosures, the Company does

not expect the adoption of this ASU to have any material effects on its financial condition, results of operations or cash flows.

The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-07.

December 2023, the FASB issued ASU No.

2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” (“ASU 2023-09”).

The amendments in ASU 2023-09 are designed to enhance

the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate

reconciliation, and income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for fiscal years beginning after

December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of this update on its condensed

consolidated financial statements and related disclosures.

3 - 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 bonuses

Accrued general and administrative expenses

Total accrued expenses

Total accrued expenses and other current liabilities

4 - STOCKHOLDERS’ EQUITY

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 designation and issuance of 1,543,158 shares of the Company’s Preferred Stock, $ .01 par value per share, designated

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

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

On September 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 B.

The Series B is not subject to redemption

by the Company or any Series B holder.

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;

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

Exercise and Issuance

February 6, 2024, the Company entered into agreements with certain holders of its existing warrants exercisable for an aggregate of 3,351,580

shares of its Common Stock (collectively, the “Existing Warrants”), to exercise their warrants at a reduced exercise

price of $ 2.33

per share, in exchange for the issuance of new warrants (the “New Warrants”) as described below (the “Warrant

Exercise and Issuance”).

The aggregate gross proceeds from the exercise of the Existing Warrants and the payment of the New

Warrants, as described below, was approximately $ 8.1

million, before deducting cash issuance costs in the amount of $ 595,364 .

The reduction of the exercise price of the Existing Warrants and the issuance of the New Warrants was structured as an at-market

transaction under Nasdaq rules.

Of the 3,351,580

shares of Common Stock issuable upon the exercise of the Existing Warrants, through March 31, 2024, the Company had issued an

aggregate of 2,000,000

shares of Common Stock.

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 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

Company has computed the fair value of warrants and options granted using the Black-Scholes option pricing model.

The expected term used

for warrants and options issued to non-employees is the contractual life and the expected term used for options issued to employees and

directors is the estimated period of time that options granted are expected to be outstanding.

The Company utilizes the “simplified”

method to develop an estimate of the expected term of “plain vanilla” employee option grants.

The Company is utilizing an

expected volatility figure based on a review of the historical volatilities, over a period of time equivalent to the expected life of

the instrument being valued, of similarly positioned public companies within its industry.

The risk-free interest rate was determined

from the implied yields from U.S.

Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument

being valued.

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:

The remaining 1,351,580

shares of Common Stock, which are issuable to Auctus, are being held in abeyance due to Auctus’ maximum beneficial ownership

limitation (the “Abeyance Shares”).

Such Abeyance Shares have been fully paid for and are issuable upon notice from

Auctus to the Company.

consideration for the immediate exercise of the Existing Warrants for cash and the payment of $ 0.125 per share underlying the New Warrants,

the exercising holders received the New Warrants to purchase shares of Common Stock in a private placement pursuant to Section 4(a)(2)

of the Securities Act of 1933, as amended (the “Securities Act”).

The New Warrants will be exercisable for a period of five

years into an aggregate of 2,513,686 shares of Common Stock at an exercise price of $ 2.43 per share.

The securities offered in the private

placement have not been registered under the Securities Act or applicable state securities laws.

Accordingly, the securities may not

be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration

requirements of the Securities Act and such applicable state securities laws.

As part of the transaction, the Company agreed to file

a resale registration statement with the SEC to register the resale of the shares of Common Stock underlying the New Warrants issued

in the private placement.

Such resale registration statement was filed and was declared effective by the SEC on April 18, 2024.

connection with the transaction described above, the Company entered into a financial advisory services agreement, dated February 5,

2024, with Roth Capital Partners, LLC (“Roth”), pursuant to which the Company paid Roth a cash fee of approximately $ 528,000

for its services, in addition to reimbursement for certain expense.

During the three months ended March 31, 2024, the Company incurred an aggregate of $ 595,364 of cash issuance

costs related to the Warrant Exercise and Issuance.

Prior to the Warrant

Exercise and Issuance, the Existing Warrants were classified as derivative liabilities.

Additionally, the Company analyzed the form

of the New Warrants and determined that they should be classified as derivative liabilities in

accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity.

Under the New Warrants, the

Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the New

Warrants and not result in a change of control of the Company.

As a result, such New Warrants do not meet the criteria for equity

Additionally, certain New Warrants contain adjustments to the settlement amount based on a variable that is not an input

to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40 and, accordingly, such New Warrants are not

considered indexed to the Company’s own stock and are not eligible for an exception from derivative accounting.

Note 6 – Fair Value Measurement for details regarding the valuation of the Existing Warrants and the New

Company determined the Warrant Exercise and Issuance to be an exchange of (a) Existing

Warrants with a fair value of $ 1,115,334

and cash consideration of $ 8,123,392

(consisting of $ 7,809,181 paid to exercise the Existing Warrants and $ 314,211 paid for the New Warrants) for (b) 3,351,580

shares of common stock with a fair value of $ 4,742,244 ,

New Warrants with a fair value of $ 2,189,420

and cash issuance costs of $ 595,364 .

Accordingly, the Company estimated the fair value of each of the components and, as a result, recorded a gain on exchange of warrants of

during the three months ended March 31, 2024.

See Note 6 – Fair

Value Measurement for details regarding the Company’s estimated fair value of the New Warrants.

summary of the Company’s warrant activity and related information follows:

SCHEDULE OF WARRANT ACTIVITY

Outstanding, January 1, 2024

( 3,351,580 )

Outstanding, March 31, 2024

Exercisable, March 31, 2024

of March 31, 2024, the warrants exercisable and outstanding had an intrinsic value of $ 0 and a weighted average remaining life of approximately

February 13, 2024, the Company granted options to purchase an aggregate 1,934,716 shares of the Company’s Common Stock at an exercise

price of $ 1.45 per share to employees, the Company’s board of directors and a member of the Company’s Scientific Advisory

The options had an aggregate grant date fair value of $ 2,140,000 and vest as follows:

(i) options to purchase an aggregate 513,663

shares of common stock vest monthly over one year, and (ii) options to purchase an aggregate of 1,421,053 shares of common stock vest

to the extent of 50 % immediately with the remainder vesting quarterly over two years commencing one year from the date of grant.

Company will recognize the grant date fair value of the options proportionate to the vesting period.

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

OF STOCK OPTION GRANTED ASSUMPTIONS

Nine Months Ended

September 30,

For the Three Months Ended

Risk free interest rate

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Expected dividends

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

granted during the three months ended March 31, 2024 and 2023 had a weighted average grant date fair value per share of $ 1.11 and $ 2.77

per share, respectively.

summary of the stock option activity during the three months ended March 31, 2024 is presented below:

OF STOCK OPTION ACTIVITY

Weighted Average

Exercise Price

Outstanding, January 1, 2023

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

January 1, 2024

March 31, 2024

to the Company’s 2021 Stock Incentive Plan (the “2021 Plan”), the Company may grant RSUs to employees, consultants

or non-employee directors (“Eligible Individuals”).

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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:

summary of the Company’s unvested RSUs as of March 31, 2024 is as follows:

OF UNVESTED RESTRICTED STOCK UNITS

Number of Shares

Outstanding, December 31, 2022

Outstanding, September 30, 2023

following table presents stock compensation by award type:

Non-vested at January 1, 2024

Non-vested at March 31, 2024

Compensation Expense

following table presents information related to stock-based compensation expense:

SCHEDULE OF STOCK OPTION EXPENSE

For the Three Months Ended

Unrecognized at

Weighted Average Remaining

Amortization Period

General and administrative

following table presents stock-based compensation by award type:

OF STOCK COMPENSATION BY AWARD TYPE

For the Three Months Ended

September 30,

Shares issued for services

For the Nine Months Ended

September 30,

Shares issued for services

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

Nine Months Ended September 30,

For the Three Months Ended

Operating lease cost (cost resulting from lease payments)

Net lease cost

Net lease costs

Operating lease - operating cash flows (fixed payments)

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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:

minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases as of March 31, 2024:

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

Operating Leases

Remainder of 2023

Total future minimum lease payments

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Present value of net future minimum lease payments

7 – SUBSEQUENT EVENTS

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.

6 – FAIR VALUE MEASUREMENT

February 8, 2024, in connection with the Warrant Exercise and Issuance , the Company

estimated the aggregate fair value of the Existing Warrants (see Note 4 – Stockholders’ Equity for details) to be $ 1,115,334

using the Black-Scholes option pricing model (Level 3 inputs) and, accordingly, recognized a loss on the change in fair value of

derivative liabilities of $ 12,999

during the three months ended March 31, 2024.

The following table shows the detail of the valuation assumptions used:

OF FAIR VALUE VALUATION ASSUMPTIONS

February 8, 2024

Risk free interest rate

4.20 - 4.28 %

Expected term (years)

Expected volatility

Expected dividends

On February 8, 2024, the

Company estimated the aggregate issuance date fair value of the derivative liability related to the New Warrants (see Note 4 –

Stockholders’ Equity for details) as $ 2,189,420

using the Black-Scholes option pricing model (Level 3 inputs).

The following table shows the detail of the valuation assumptions used:

February 8, 2024

Risk free interest rate

Expected term (years)

Expected volatility

Expected dividends

On March 31, 2024, the Company estimated the aggregate fair value of warrants that are accounted for as derivative

liabilities to be $ 2,755,358 using the Black-Scholes option price model (Level 3 inputs) and, accordingly, recognized a loss on the change

in fair value of these derivative liabilities of $ 124,320 during the three months ended March 31, 2024.

The following table shows the

detail of the valuation assumptions used:

March 31, 2024

Risk free interest rate

4.21 - 4.22 %

Expected term (years)

Expected volatility

Expected dividends

The following

table sets forth a summary of the changes in the fair value of Level 3 liabilities that are measured at fair value on a recurring basis

during the three months ended March 31, 2024:

OF FAIR VALUE MEASURED ON RECURRING BASIS

Balance, January 1, 2024 (as restated)

Issuance of warrants

Exercise of warrants

( 1,115,334 )

Change in fair value of derivative liability

Balance, March 31, 2024

Assets and liabilities measured

at fair value on a recurring basis are as follows:

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)

Total Fair Value

Marketable securities as of March 31, 2024

Marketable securities as of December 31, 2023

Derivative liabilities as of March 31, 2024

Derivative liabilities as of December 31, 2023 (as restated)

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