What changed in this filing

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Item 1. Financial Statements

2025-05-14 compared with 2024-11-12 · 300 added, 405 removed, 247 unchanged (74% of the section changed)

Financial Statements

BIORESTORATIVE

THERAPIES, INC.

CONSOLIDATED BALANCE SHEETS

September 30,

(As Restated)

BIORESTORATIVE THERAPIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

Current Assets:

3 unchanged sentences

Prepaid expenses and other current assets

Deferred offering costs

Total Current Assets

Deferred offering costs

Property and equipment, net

Right-of-use assets

Intangible assets, net

3 unchanged sentences

Accrued expenses and other current liabilities

Lease liability

Deferred revenue

Warrant liabilities

6 unchanged sentences

Series B Convertible Preferred Stock;

1,543,158 shares

designated, 1,398,158 shares issued and outstanding at September 30, 2024 and December 31, 2023

1,543,158 shares designated, 1,398,158 shares issued and outstanding at March 31, 2025 and December 31, 2024

Common stock, $ 0.0001 par value;

75,000,000 shares authorized;

6,919,919 and 4,706,917 shares issued and outstanding at

September 30, 2024 and December 31, 2023, respectively

7,504,780 and 6,919,919 shares issued

and outstanding at March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital

4 unchanged sentences

Total Liabilities and Stockholders’ Equity

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

BIORESTORATIVE

THERAPIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

BIORESTORATIVE THERAPIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Nine Months Ended

(As Restated)

Cost of goods sold

6 unchanged sentences

( 4,109,252 )

( 8,865,052 )

( 12,000,092 )

Other (Income) Expense:

Other (Expense) Income:

Interest income

Gain on exchange of warrants

( 1,711,698 )

Change in fair value of warrant liabilities

( 1,036,464 )

( 7,693,753 )

( 3,476,556 )

Total Other (Income) Expense

( 1,195,577 )

( 7,872,704 )

( 1,521,819 )

( 3,886,382 )

Net (Loss) Income

$ ( 1,091,416 )

Total Other (Expense) Income

$ ( 5,339,799 )

$ ( 2,223,255 )

Net (Loss) Income Per Share - Basic

Net (Loss) Income Per Share - Diluted

Weighted Average Common Shares Outstanding - Basic

Weighted Average Common Shares Outstanding - Diluted

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 Nine Months Ended September 30, 2024

Net Loss Per Share - Basic and Diluted

Weighted Average Common Shares Outstanding - Basic and

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

BIORESTORATIVE THERAPIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ EQUITY

For the Three Months Ended March 31, 2025

Series B Convertible

Preferred Stock

Balance - January 1, 2024 (as restated)

Balance - January 1, 2025

$ 164,195,434

$ ( 155,678,715 )

Common stock issued in connection with warrant exchange [1]

Return and cancellation of shares in lieu of payroll tax withholding

Exercise of stock options

Issuance and sale of common stock, net of issuance costs [1]

Common stock issued in connection with abeyance shares

Stock-based compensation:

Restricted share units

Net loss (as restated)

Restricted share units, shares

( 5,339,799 )

3 unchanged sentences

$ ( 161,018,514 )

Common stock issued in connection with abeyance shares

Stock-based compensation:

( 4,028,562 )

Balance - June 30, 2024

$ 163,735,564

$ ( 152,951,151 )

Stock-based compensation:

( 1,091,416 )

Balance - September 30, 2024

$ 164,019,809

$ ( 154,042,567 )

For the Nine Months Ended September 30, 2023

For the Three Months Ended March 31, 2024

Series B Convertible

Preferred Stock

(As Restated)

Balance - January 1, 2023 (as restated)

$ 146,556,418

$ ( 136,281,630 )

Return and cancellation of shares in lieu of payroll tax withholding

Stock-based compensation:

Restricted share units

Net loss (as restated)

Balance - January 1, 2024

$ 156,689,256

$ ( 146,699,334 )

Balance - March 31, 2023 (as restated)

$ 156,689,256

$ ( 146,699,334 )

Common stock issued in connection with warrant exchange [2]

Return and cancellation of shares in lieu of payroll tax withholding

Stock-based compensation:

Restricted share units

Issuance of common stock

Conversion of Series B preferred to common stock

Net loss (as restated)

( 2,223,255 )

Balance - June 30, 2023 (as restated)

$ 151,794,156

$ ( 149,163,601 )

$ 151,794,156

$ ( 149,163,601 )

Stock-based compensation:

Restricted share units

Issuance of common stock

Net income (as restated)

Net income (loss) (as restated)

Balance - September 30, 2023 (as restated)

Balance - March 31, 2024

$ 163,411,257

2 unchanged sentences

$ ( 148,922,589 )

[1] Represents the

aggregate fair value of 3,351,580 shares of common stock, which includes 2,150,000 that have been issued and 1,201,580 shares held in

See Note 4 - Stockholders’ Equity - Warrant Exercise and Issuance and Note 6 - Fair Value Measurement for additional

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

BIORESTORATIVE

THERAPIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

(As Restated)

[1] Represents the gross proceeds of $ 1,083,915 , less issuance costs of $ 182,305 , resulting in net proceeds of $ 901,610 .

See Note 4 - Stockholders’ Equity - ATM Sales for additional details.

[2] Represents the aggregate fair value of 3,351,580

shares of common stock, which includes 2,000,000

shares that were issued at the time of the warrant exchange and 1,351,580

shares that were held in abeyance at the time of the warrant exchange.

See Note 4 - Stockholders’ Equity - Warrant Exercise

and Issuance and Note 6 - Fair Value Measurement for additional details.

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements.

BIORESTORATIVE THERAPIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended

Cash Flows From Operating Activities:

9 unchanged sentences

Change in fair value of warrant liabilities

( 3,476,556 )

Changes in operating assets and liabilities:

3 unchanged sentences

Accrued expenses and other current liabilities

Deferred revenue

Lease liability

8 unchanged sentences

Purchases of equipment

Net Cash (Used In) Provided By Investing Activities

Net Cash Provided By (Used In) Investing Activities

( 4,928,006 )

Cash Flows From Financing Activities:

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

Net proceeds from issuance of common stock in direct-offering

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

Payment of issuance costs

Exercise of stock options

Proceeds from exchange and issuance of warrants, net

7 unchanged sentences

Non-cash investing and financing activities:

Issuance of common stock held in abeyance

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.

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

Issuance of common stock held in abeyance

Reclassification of deferred offering costs

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

BIORESTORATIVE THERAPIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BUSINESS ORGANIZATION,

NATURE OF OPERATIONS, BASIS OF PRESENTATION AND LIQUIDITY

BioRestorative

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

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

stem cells collected from the patient’s bone marrow.

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

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

BRT is 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

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.

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

8 unchanged sentences

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 September 30, 2024 and for the three and nine months then ended.

The results of operations for the three

and nine months ended September 30, 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.

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 nine months ended September 30, 2024, the Company had a net loss of $ 7.3

million, negative cash flows from operations of $ 5.9

million and working capital of $ 8.9

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 nine months ended September 30, 2024, the Company raised net proceeds of approximately

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

November 6, 2024, the Company entered into an at-the-market offering agreement pursuant

to which the Company has an ability to issue and sell shares of its common stock

up to an aggregate offering price of $ 3,614,170 .

See Note 7 – Subsequent Events for additional details.

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.

statements of the Company as of March 31, 2025 and for the three months then ended.

The results of operations for the three months ended

March 31, 2025 are not necessarily indicative of the operating results for the full year ending December 31, 2025 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, 2024 and for the year then ended, which were filed with the Securities and Exchange

Commission (“SEC”) on March 28, 2025 (the “Form 10-K”).

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.

For the three

months ended March 31, 2025, the Company had a net loss of $ 5.3

million, and negative cash flows from operations of $ 2.8

million, and as of March 31, 2025, the Company had working capital of $ 5.2

The Company anticipates that it will continue to incur net losses and negative cash flows from operations as it executes

its development plans during 2025 and beyond, as well as other potential strategic and business development initiatives.

conditions raise substantial doubt about the Company’s ability to continue as a going concern for at least twelve months after

the issuance date of these financial statements.

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, 2025, the Company

sold 492,087 shares of its common stock under its at-the-market offering agreement (the “2024 ATM”) with Rodman & Renshaw

LLC (“Rodman”) and raised approximately $ 1.1 million of gross proceeds.

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

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

for a complete listing of the Company’s significant accounting policies.

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.

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

(loss) income.

and Cash Equivalents

continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business.

The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily

purport to represent realizable or settlement values.

The accompanying unaudited condensed consolidated financial statements do not include

any adjustments that might be necessary should the Company be unable to continue as a going concern.

NOTE 2 – SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Cash and Cash Equivalents

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

1 unchanged sentence

(“FDIC”) coverage of $ 250,000 per banking institution.

The Company had deposits in excess of FDIC coverage of $ 1,220,350

and $ 604,226 as of September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024, the Company has not experienced

losses on this account.

and Revenue Concentrations

of the Company’s contract service revenue is derived from one customer.

Additionally, all of the Company’s product sales

revenue is derived from one customer.

receivable are carried at their contractual amounts, less an estimate for credit losses.

As of September 30, 2024 and 2023, no allowances

for credit losses were determined to be necessary.

Management estimates the allowance for credit losses based on existing economic conditions,

the financial conditions of the customers, and the amount and age of past due accounts.

Receivables are considered past due if full payment

is not received by the contractual due date.

Past due accounts are generally written off against the allowance for credit losses only

after all collection attempts have been exhausted.

Contract Costs

Company defers costs associated with fulfilling its contracts if those costs meet all of the following criteria:

(i) the costs relate

directly to a contract, (ii) the costs generate or enhance resources of the Company that will be used in satisfying performance obligations

in the future, and (iii) the costs are expected to be recovered.

Deferred contract costs are recognized as cost of revenues in the period

when the related revenue is recognized.

Deferred contract costs consist of consumables and labor costs and are included in prepaid and

other current assets in the unaudited condensed consolidated balance sheets.

The Company had $ 8,333 and $ 0 deferred contract costs as

of September 30, 2024 and December 31, 2023, respectively.

Financial Instruments

Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded

at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

The Company had deposits in excess of FDIC coverage of $ 938,244 and

$ 252,801 as of March 31, 2025 and December 31, 2024, respectively.

As of March 31, 2025, the Company has not experienced losses on this

Held in Marketable Securities

As of March 31,

2025 and December 31, 2024, investments held in marketable securities consists of U.S.

Treasury securities held in a trust account.

The Company’s investments held in the trust account are presented on the consolidated balance sheets at fair value at the end

of each reporting period.

Gains and losses resulting from the change in fair value of these securities are included in interest

income in the accompanying unaudited condensed consolidated statements of

Customer and Revenue Concentrations

All of the Company’s contract

service revenue is derived from one customer.

Additionally, all of the Company’s product sales revenue is derived from one customer.

Accounts Receivable

Accounts receivable are carried

at their contractual amounts, less an estimate for credit losses.

As of March 31, 2025 and

December 31, 2024, no allowances for credit losses were determined to be necessary.

Management estimates the allowance for credit losses

based on existing economic conditions, the financial conditions of the customers, and the amount and age of past due accounts.

are considered past due if full payment is not received by the contractual due date.

Past due accounts are generally written off against

the allowance for credit losses only after all collection attempts have been exhausted.

Deferred Contract Costs

The Company defers costs associated

with fulfilling its contracts if those costs meet all of the following criteria:

(i) the costs relate directly to a contract, (ii) the

costs generate or enhance resources of the Company that will be used in satisfying performance obligations in the future, and (iii) the

costs are expected to be recovered.

Deferred contract costs are recognized as cost of revenues in the period when the related revenue

is recognized.

Deferred contract costs consist of consumables and labor costs and are included in prepaid and other current assets in

the unaudited condensed consolidated balance sheets.

The Company had $ 15,753 and $ 10,250 deferred contract costs as of March

31, 2025 and December 31, 2024, respectively.

Deferred Offering Costs

Deferred offering costs, which

primarily consist of direct, incremental professional fees incurred in connection with a financing, are capitalized as non-current assets

on the balance sheet.

Upon consummation of a financing, the deferred offering costs would be offset against the offering proceeds.

the completion of a contemplated financing was no longer probable, the related deferred offering costs would be charged to general and

administrative expense in the unaudited condensed consolidated financial statements.

Derivative Financial Instruments

The Company evaluates all of its

agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives.

For derivative

financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is

then re-valued at each reporting date, with changes in the fair value reported in the unaudited condensed consolidated statements of operations.

For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes option pricing model to value the

2 unchanged sentences

such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Value of Financial Instruments

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 warrant

liabilities to meet the definition of financial instruments.

As of September 30, 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 payment.

The warrant liabilities

are measured at fair value (see Note 6 – Fair Value Measurement for additional details).

Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts

with Customers” (“ASC 606”).

The core principle of ASC 606 requires that an entity recognize revenue to depict the

transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled

in exchange for those goods or services.

ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible

more judgment and estimates may be required within the revenue recognition process, including identifying performance obligations in

the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price

to each separate performance obligation.

Fair Value of Financial Instruments

Fair 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:

Level 1 measurements are based on unadjusted

quoted prices in active markets for identical assets or liabilities that we have the ability to access.

Valuation of these items does

not entail a significant amount of judgment.

Level 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.

Level 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.

The Company considers cash and

cash equivalents, investments held in marketable securities, accounts receivable, accounts payable and warrant liabilities to meet the

definition of financial instruments.

As of March 31, 2025 and December 31, 2024, 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 payment.

liabilities are measured at fair value (see Note 6 – Fair Value Measurement for additional details).

Revenue Recognition

The Company recognizes revenue

in accordance with Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers”

The core principle of ASC 606 requires that an entity recognize revenue to depict the transfer of promised goods

or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those

goods or services.

ASC 606 defines a five-step process to achieve this core principle and, in doing so, it is possible more judgment and

estimates may be required within the revenue recognition process, including identifying performance obligations in the contract, estimating

the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance

The Company recognizes revenue primarily from the following different types of contracts:

sales - Revenue is recognized at the point in time the customer obtains control of the goods and the Company satisfies its performance

revenue - Revenue is recognized as a usage-based royalty from customers’ usage of intellectual property pursuant to a license

agreement at the point in time in which the underlying sale occurs.

Company recognizes bill-and-hold revenue from its sale of cosmetic vials warehoused at a Company location for a specified period of time

in accordance with directions received from the Company’s customer.

Even though the vials are held at a Company location, a sale

is recognized at the point in time when the customer obtains control of the product.

Control is transferred to the customer in a bill-and-hold

arrangement when:

(i) customer acceptance specifications have been met, (ii) legal title has transferred, (iii) the customer has a present

obligation to pay for the product and (iv) the risks and rewards of ownership have transferred to the customer.

Additionally, all the

following bill-and-hold criteria have to be met in order for control to be transferred to the customer:

reason for the bill-and-hold arrangement is substantive

customer has requested the product be warehoused

product has been identified as separately belonging to the customer

product is currently ready for physical transfer to the customer

Company does not have the ability to use the product or direct it to another customer.

following table summarizes the Company’s revenue recognized in its unaudited condensed consolidated statements of operations:

Product sales - Revenue is recognized at the point in time the customer obtains control of the goods and the Company satisfies its performance obligation.

Royalty revenue - Revenue is recognized as a usage-based royalty from customers’ usage of intellectual property pursuant to a license agreement at the point in time in which the underlying sale occurs.

The Company recognizes bill-and-hold

revenue from its sale of cosmetic vials warehoused at a Company location for a specified period of time in accordance with directions

received from the Company’s customer.

Even though the vials are held at a Company location, a sale is recognized at the point in

time when the customer obtains control of the product.

Control is transferred to the customer in a bill-and-hold arrangement when:

customer acceptance specifications have been met, (ii) legal title has transferred, (iii) the customer has a present obligation to pay

for the product and (iv) the risks and rewards of ownership have transferred to the customer.

Additionally, all the following bill-and-hold

criteria have to be met in order for control to be transferred to the customer:

the reason for the bill-and-hold arrangement is substantive

the customer has requested the product be warehoused

the product has been identified as separately belonging to the customer

the product is currently ready for physical transfer to the customer

the Company does not have the ability to use the product or direct it to another customer.

The following table summarizes

the Company’s revenue recognized in its unaudited condensed consolidated statements of operations:

OF REVENUE RECOGNIZED

For the Three Months Ended

For the Nine Months Ended

September 30,

Product revenue

Royalty revenue

(Loss) Income Per Common Share

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

during the year.

Net 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

All outstanding options and warrants are considered potential common stock.

The Company has 1,201,580 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, restricted stock units (“RSUs”) and convertible preferred stock have been excluded from the Company’s computation

of diluted net (loss) income per common share for the three months ended September 30, 2024 and the nine months ended September 30, 2024

For the three months ended March 31, 2025 and

2024, the Company had 1,138,055

and 1,351,580 shares, respectively, 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, 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, 2025 and 2024.

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:

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:

OF WEIGHTED AVERAGE DILUTIVE COMMON SHARES

For the Three Months Ended

For the Nine Months Ended

September 30,

Stock options

Unvested RSUs

Convertible Preferred Stock

Antidilutive shares

Segment Reporting

segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the

chief operating decision-maker (“CODM”), or decision-making group, in deciding how to allocate resources and in

assessing performance.

The Company has one

operating and reporting segment (BioRestorative Therapies, Inc.) which develops therapeutic products and medical therapies using

cell and tissue protocols, primarily involving adult stem cells.

The Company’s Chief Executive Officer serves as the CODM and

reviews financial information presented on a consolidated basis to make operational decisions and evaluate financial performance.

The CODM reviews profit and loss information on a consolidated basis, as presented in the statement of operations.

Disaggregated

expense data beyond what is included in the unaudited condensed consolidated statements of operations is not provided to the CODM.

Since the Company’s operations consist of a single reporting segment, the segment assets are presented on the accompanying

unaudited condensed consolidated balance sheets as total assets.

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)” (“ASU 2023-07”), which updates reportable segment disclosure requirements, primarily through

enhanced disclosures about significant segment expenses on both an annual and interim basis.

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.

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evaluating the impact of this update on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No.

2024-03, “Income Statement

- Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses,”

(“ASU 2024-03”), which is intended to require more detailed disclosures about specified categories of expenses (including

employee compensation, depreciation, and amortization) included in certain expense captions presented on the face of the income statement.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after

December 15, 2027, with early adoption permitted.

The amendments may be applied either (1) prospectively to financial statements issued

for reporting periods after the effective date of ASU 2024-03 or (2) retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the potential impact of this update on its consolidated financial statements and related disclosures.

November 2024, the FASB issued ASU No.

2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures

(Subtopic 220-40):

Disaggregation of Income Statement Expenses,” (“ASU 2024-03”), which is intended to require more

detailed disclosures about specified categories of expenses (including employee compensation, depreciation, and amortization) included

in certain expense captions presented on the face of the income statement.

ASU 2024-03 is effective for fiscal years beginning after

December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of ASU

2024-03 or (2) retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the potential

impact of this update on its 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,

Accrued bonuses

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4 - STOCKHOLDERS’ EQUITY

Stock Incentive Plan

July 23, 2024, the Company’s Board of Directors approved an amendment to the Company’s 2021 Stock Incentive Plan (the “2021

Plan”) to increase the number of shares of common stock authorized to be issued under the 2021 Plan from 3,850,000 to 6,850,000 .

On September 19, 2024, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”).

At the Annual Meeting,

the Company’s stockholders approved the amendment to the 2021 Plan to increase such number of authorized shares.

Exercise and Issuance

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the exercise price of the Existing Warrants and the issuance of the New Warrants was structured as an at-market transaction under Nasdaq

Of the 3,351,580 shares of Common Stock issuable upon the exercise of the Existing Warrants, through September 30, 2024, the Company

had issued an aggregate of 2,150,000 shares of Common Stock.

The remaining 1,201,580 shares of Common Stock, which are issuable to Auctus

Fund, LLC (“Auctus”), are being held in abeyance due to Auctus’ maximum beneficial ownership limitation (the

Of the 3,351,580 shares of Common Stock underlying the Existing Warrants, 1,201,580 shares issuable to Auctus Fund, LLC (“Auctus”)

were held in abeyance as of December 31, 2024, 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

On March 20, 2025, the Company issued 63,525 of these shares, reducing the remaining Abeyance Shares

to 1,138,055 .

As of March 31, 2025, the Company had issued an aggregate of 2,213,525 shares of Common Stock.

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,

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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 has paid Roth a cash fee of approximately $ 528,000

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

During the nine months ended September 30, 2024, the Company incurred

an aggregate of $ 595,364 of cash issuance costs related to the Warrant Exercise and Issuance.

In 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 has 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.

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

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See Note 6 – Fair Value Measurement

for details regarding the valuation of the Existing Warrants and New Warrants.

Company determined the Warrant Exercise and Issuance

to be an exchange by investors of Existing Warrants with an aggregate fair value of $ 1,115,334

along with aggregate 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 an aggregate of 3,351,580 shares of common stock with an aggregate fair value of $ 4,742,244 , New Warrants with

an aggregate fair value of $ 2,189,420 and aggregate cash issuance costs of $ 595,364 and, accordingly, the Company recorded a gain on

extinguishment of $ 1,711,698 during the nine months ended September 30, 2024.

Note 6 – Fair Value of Financial Instruments for details regarding the valuation of the New Warrants.

for details regarding the valuation of warrants accounted for as derivative liabilities.

Note 6 – Fair Value of Financial Instruments for details regarding the valuation of warrants accounted for as derivative liabilities.

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

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Outstanding, January 1, 2025

( 3,351,580 )

Outstanding, September 30, 2024

Exercisable, September 30, 2024

of September 30, 2024, the warrants exercisable and outstanding had an intrinsic value of $ 0 .

Outstanding, March 31, 2025

Exercisable, March 31, 2025

February 14, 2025, the Company granted options to purchase an aggregate 2,152,908 shares of the Company’s Common Stock at an exercise

7 unchanged sentences

OF STOCK OPTION GRANTED ASSUMPTIONS

For the Nine Months Ended

September 30,

For the Three Months Ended

Risk free interest rate

4.31 - 4.40 %

4.14 - 4.30 %

Expected term (years)

Expected volatility

98.65 - 99.10 %

Expected dividends

were no stock options granted during the three months ended September 30, 2024 and 2023.

Options granted during the nine months ended

September 30, 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 nine months ended September 30, 2024 is presented below:

granted during the three months ended March 31, 2025 and 2024 had a weighted average grant date fair value per share of $ 1.88

and $ 1.11 per share, respectively.

summary of the stock option activity during the three months ended March 31, 2025 is presented

OF STOCK OPTION ACTIVITY

Outstanding, January 1, 2025

Outstanding, September 30, 2024

Exercisable, September 30, 2024

Stock Units (“RSUs”)

to the 2021 Plan, the Company may grant 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, 2024 is as follows:

OF UNVESTED RESTRICTED STOCK UNITS

Number of Shares

Non-vested at January 1, 2024

Non-vested at September 30, 2024

Outstanding, March 31, 2025

Exercisable, March 31, 2025

Compensation Expense

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

SCHEDULE OF STOCK OPTION EXPENSE

SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE

For the Three Months Ended

For the Nine Months Ended

Unrecognized at

Weighted Average Remaining Amortization

September 30,

Weighted Average Remaining

General and administrative

following table presents stock-based compensation by award type:

OF STOCK COMPENSATION BY AWARD TYPE

OF STOCK-BASED COMPENSATION EXPENSE BY AWARD TYPE

For the Three Months Ended

For the Nine Months Ended

September 30,

February 2025, the Company sold 492,087 shares of its common stock under the 2024 ATM program with a weighted-average gross price of

approximately $ 2.20 per share and raised $ 1,083,915 of gross proceeds.

During the three months ended March 31, 2025, the total commissions

and related legal and accounting fees incurred were $ 33,608 and the Company received net proceeds of $ 1,050,307 .

During the three months

ended March 31, 2025, the Company reclassified previously capitalized deferred offering costs of $ 148,697 to additional paid-in capital.

Stock Issuances

the three months ended March 31, 2025, the Company issued 63,525 shares of common stock to Auctus Fund, LLC in partial satisfaction of

shares held by abeyance.

the three months ended March 31, 2025, the Company issued 29,249 shares of common stock related to the exercise of an option at an exercise

price of $ 1.45 per share, which resulted in gross cash proceeds to the Company of $ 42,411 .

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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whereby the five-year extension term commenced on January 1, 2020 with annual base rent ranging between $ 153,748 and $ 173,060 .

measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its estimated

incremental borrowing rate at August 1, 2019.

The weighted average incremental borrowing rate applied was 12 % .

following table presents net lease cost and other supplemental lease information:

OF NET LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION

For the Nine Months Ended

September 30,

Operating lease cost (cost resulting from lease payments)

Net lease costs

Operating lease - operating cash flows (fixed payments)

Operating lease - operating cash flows (liability reduction)

Non-current leases - right of use assets

Current liabilities - operating lease liabilities

Non-current liabilities - operating lease liabilities

minimum payments under non-cancellable leases for operating leases for the remaining terms of the leases as of September 30, 2024:

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

Operating Leases

Total future minimum lease payments

Amount representing interest

Present value of net future minimum lease payments

expired on December 31, 2024 and the Company is currently leasing the premises on a month-to-month basis.

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

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

February 8, 2024, the Company estimated the aggregate issuance date fair value of the warrant 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).

following table shows the detail of the valuation assumptions used:

February 8, 2024

Risk free interest rate

Expected term (years)

Expected volatility

Expected dividends

September 30, 2024, the Company estimated the aggregate fair value of warrants that are accounted for as warrant liabilities to be $ 3,455,505

March 31, 2025, the Company estimated the aggregate fair value of warrants that are accounted for as warrant liabilities to be $ 3,154,970

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

warrant liabilities of $ 837,466 during the nine months ended September 30, 2024.

The following table shows the detail of the valuation

assumptions used:

September 30, 2024

warrant liabilities of $ 634,119 during the three months ended March 31, 2025.

The following table shows the detail of the valuation assumptions

SCHEDULE OF FAIR VALUE VALUATION ASSUMPTIONS

March 31, 2025

Risk free interest rate

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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 nine months ended September 30, 2024:

basis during the three months ended March 31, 2025:

OF FAIR VALUE MEASURED ON RECURRING BASIS

Balance, January 1, 2024 (as restated)

Issuance of warrants

Exercise of warrants

( 1,115,334 )

March 31, 2025

Balance, January 1, 2025

Change in fair value of warrant liability

Balance, September 30, 2024

Balance, March 31, 2025

and liabilities measured at fair value on a recurring basis are as follows:

OF FAIR VALUE RECURRING BASIS

OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON A 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)

Quoted prices in active markets for identical liabilities

Significant other observable inputs

Significant unobservable inputs

Total Fair Value

Marketable securities as of September 30, 2024

Marketable securities as of March 31, 2025

Marketable securities as of December 31, 2024

Warrant liabilities as of September 30, 2024

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

7 – SUBSEQUENT EVENTS

November 6, 2024, the Company entered into an at-the-market offering agreement pursuant to which the Company has an ability to issue

and sell shares of its common stock up to an aggregate offering price of $ 3,614,170 .

Warrant liabilities as of March 31, 2025

Warrant liabilities as of December 31, 2024

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