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Item 1. Financial Statements

2025-08-12 compared with 2025-05-14 · 313 added, 264 removed, 283 unchanged (67% of the section changed)

Financial Statements

BIORESTORATIVE THERAPIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

BIORESTORATIVE

THERAPIES, INC.

CONSOLIDATED BALANCE SHEETS

Current Assets:

11 unchanged sentences

Accrued expenses and other current liabilities

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 March 31, 2025 and December 31, 2024

1,543,158 shares

designated, 1,398,158 shares issued and outstanding at June 30, 2025 and December 31, 2024

Common stock, $ 0.0001 par value;

75,000,000 shares authorized;

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

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

7,978,117 and 6,919,919 shares issued and outstanding at June 30,

2025 and December 31, 2024, respectively

Additional paid-in capital

4 unchanged sentences

Total Liabilities and Stockholders’ Equity

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements.

BIORESTORATIVE THERAPIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

BIORESTORATIVE

THERAPIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Six Months Ended

Cost of goods sold

6 unchanged sentences

( 2,468,807 )

( 8,112,821 )

( 6,578,059 )

Other (Expense) Income:

2 unchanged sentences

Change in fair value of warrant liabilities

( 1,736,611 )

( 1,873,930 )

Total Other (Expense) Income

1 unchanged sentence

$ ( 2,656,263 )

$ ( 4,028,562 )

$ ( 7,996,062 )

$ ( 6,251,817 )

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

Weighted Average Common Shares Outstanding - Basic and 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 Six Months Ended June 30, 2025

Series B Convertible

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( 161,018,514 )

Issuance and sale of common stock, net of issuance costs [2]

Stock-based compensation:

( 2,656,263 )

For the Three Months Ended March 31, 2024

( 2,656,263 )

Balance - June 30, 2025

$ 168,505,322

$ ( 163,674,777 )

For the Six Months Ended June 30, 2024

Series B Convertible

3 unchanged sentences

$ ( 146,699,334 )

$ 156,689,256

$ ( 146,699,334 )

Common stock issued in connection with warrant exchange [3]

7 unchanged sentences

( 148,922,589 )

Common stock issued in connection with abeyance shares

Stock-based compensation:

( 4,028,562 )

[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

Balance - June 30, 2024

$ 163,735,564

$ ( 152,951,151 )

$ 163,735,564

$ ( 152,951,151 )

[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

gross proceeds of $ 927,335 , less issuance costs of $ 39,197 , resulting in net proceeds of $ 888,138 .

See Note 4 - Stockholders’ Equity

- ATM Sales for additional details.

[3] 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 5 - Fair Value Measurement for additional details.

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

BIORESTORATIVE

THERAPIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

Cash Flows From Operating Activities:

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Non-cash investing and financing activities:

Accrued purchases of equipment

Return and cancellation of shares in lieu of payroll tax withholding

1 unchanged sentence

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

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

BIORESTORATIVE

THERAPIES, INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

BioRestorative

Therapies, Inc.

has one wholly-owned subsidiary, Stem Pearls, LLC (“Stem Pearls”).

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

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

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.

complete financial statements.

The December 31, 2024 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, 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”).

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 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.

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 June 30, 2025 and for the three and six months then ended.

The results of

operations for the three and six months ended June 30, 2025 are not necessarily indicative of the operating results for the full

year ending December 31, 2025 or any other period.

The December 31, 2024 consolidated balance

sheet data were derived from audited financial statements but do not include all disclosures required by U.S.

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.

For the six months

ended June 30, 2025, the Company had a net loss of $ 8.0 million, and negative cash flows from operations of $ 5.5 million, and as of June

30, 2025, the Company had working capital of $ 3.9 million.

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.

These 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

During the six months ended June 30, 2025, the Company sold

965,424 shares of its common stock under its at-the-market offering agreement (the “2024 ATM”) with Rodman & Renshaw

LLC (“Rodman”) and raised approximately $ 2.0 million of gross proceeds.

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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.

NOTE 2 – SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Cash 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

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

Reclassifications

Certain prior period statements of operations amounts have been reclassified

to conform to the Company’s fiscal 2025 presentation.

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

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 $ 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

The Company had deposits in excess of FDIC coverage of $ 1,236,484

and $ 252,801 as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, the Company has not experienced losses on

this account.

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

derivative instruments at inception and on subsequent valuation dates.

The classification of derivative instruments, including whether

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

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

of June 30, 2025 and December 31, 2024, investments held in marketable securities consists of U.S.

Treasury securities held in a trust

The Company’s investments held in the trust account are presented on the unaudited condensed 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 operations.

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.

30, 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

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 $ 17,276 and $ 10,250 deferred contract costs

as of June 30, 2025 and December 31, 2024, respectively.

Offering Costs

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.

If 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.

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 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 derivative instruments at inception and on subsequent valuation dates.

The classification of derivative instruments,

including whether 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 June 30, 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

The warrant liabilities are measured at fair value (see Note 5 – 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.

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

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:

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

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.

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:

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.

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 Three

Product revenue

Royalty revenue

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

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.

All outstanding options and warrants are considered potential common stock.

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.

For the three and six months ended June 30, 2025 and 2024,

the Company had 1,138,055 and 1,201,580 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

and six months ended June 30, 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 Three and Six Months Ended

Stock options

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.

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.

Disaggregated expense

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

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

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ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments in ASU 2023-09 should be applied on a prospective basis.

Retrospective application is permitted.

The Company is currently

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

July 4th, 2025, the President signed into law significant federal tax legislation, H.R.1 (the “Tax Reform Act of 2025”).

The legislation includes numerous changes to U.S.

corporate income tax law, including but not limited to:

permanent 100% bonus depreciation

for qualified property, immediate expensing of domestic research and experimental expenditures, modifications to the limitation on business

interest expense, increased Section 179 expensing limits, changes to the international tax regime, and expanded limitations on the deductibility

of executive compensation under IRC Section 162(m).

Most provisions are effective for tax years beginning after December 31, 2024, with

certain transition rules and exceptions.

Company is currently evaluating the impact of the Tax Reform Act of 2025 on its unaudited condensed consolidated financial

The effects of the new law, including remeasurement of deferred tax assets and liabilities and changes to current and

future tax expense, will be reflected in the period of enactment and in future periods as additional guidance is issued and the

Company completes its analysis.

3 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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“Abeyance Shares”) .

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.

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

Shares to 1,138,055 .

As of June 30, 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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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.

During the six months ended June 30, 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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Outstanding, January 1, 2025

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

price of $ 2.46 per share to employees, the Company’s board of directors and a member of the Company’s Scientific Advisory

Outstanding, June 30, 2025

Exercisable, June 30, 2025

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

exercise price of $ 2.46 per share to employees, the Company’s board of directors and a member of the Company’s Scientific

Advisory Board.

The options had an aggregate grant date fair value of $ 4,044,250 and vest as follows:

(i) options to purchase an aggregate

shares of common stock vest monthly over one year, and (ii) options to purchase an aggregate of 1,829,449 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.

323,459 shares of common stock vest monthly over one year, and (ii) options to purchase an aggregate of 1,829,449 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 .

The Company is recognizing the grant date fair value of the options proportionate to the vesting period.

June 5, 2025, the Company granted an option to purchase an aggregate of 25,000 shares of the Company’s common stock at an exercise

price of $ 1.78 per share to an employee.

The option had a grant date fair value of $ 34,250 and vests as follows:

to the extent of 50%

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

The Company is recognizing

the grant date fair value of the option proportionate to the vesting period.

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

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For the Three Months Ended

For the Six Months Ended

Risk free interest rate

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Expected dividends

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

granted during the three and six months ended June 30, 2025 had a weighted average grant date fair value per share of $ 1.37

and $ 1.87 per share, respectively.

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

Options granted during the six months ended June 30, 2024 had a weighted average grant date

fair value per share of $ 1.11 per share.

There were no options granted during the three

months ended June 30, 2024.

summary of the stock option activity during the six months ended June 30, 2025 is presented

OF STOCK OPTION ACTIVITY

Outstanding, January 1, 2025

Outstanding, March 31, 2025

Exercisable, March 31, 2025

Outstanding, June 30, 2025

Exercisable, June 30, 2025

Compensation Expense

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For the Three Months Ended

For the Six Months Ended

Unrecognized at

Weighted Average Remaining

Weighted Average Remaining Amortization

General and administrative

Research and development

Stock-based compensation expense

following table presents stock-based compensation by award type:

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For the Three Months Ended

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.

For the Six Months Ended

the six months ended June 30, 2025, the Company sold 965,424 shares of its common stock under the 2024 ATM, generating gross proceeds

of $ 2,011,250 .

For the six months ended June 30, 2025, the total commissions and related legal accounting fees incurred were $ 72,805 ,

resulting in net proceeds of $ 1,938,445 .

During the six months ended June 30, 2025, the Company reclassified previously capitalized deferred

offering costs of $ 148,697 to additional paid-in capital.

Common Stock Repurchase Program

16, 2025, the Company’s Board of Directors authorized a common stock repurchase program under which the Company may repurchase up

to $ 2,000,000 of its outstanding common stock through June 16, 2026.

No repurchases have been made as of June 30, 2025.

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

the six months ended June 30, 2025, the Company issued 63,525 shares of common stock to Auctus Fund, LLC in partial satisfaction of shares

held in abeyance.

the six months ended June 30, 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

to its corporate and laboratory operations.

The Melville Lease was scheduled to expire in March 2020 (subject to extension at the option

of the Company for a period of five years) and provided for an annual base rental during the initial term ranging between $ 132,600 and

In June 2019, the Company exercised its option to extend the Melville Lease and entered into a lease amendment with the lessor

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

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

5 – FAIR VALUE MEASUREMENT

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

The following table shows the detail of the valuation assumptions

June 30, 2025, the Company estimated the aggregate fair value of warrants that are accounted for as warrant liabilities to be $ 2,580,379

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

warrant liabilities of $ 574,591 and a loss on the change in fair value of these warrant liabilities of $ 59,528 for the three and six

months ended June 30, 2025, respectively.

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

SCHEDULE OF FAIR VALUE VALUATION ASSUMPTIONS

March 31, 2025

June 30, 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 three months ended March 31, 2025:

basis during the six months ended June 30, 2025:

OF FAIR VALUE MEASURED ON RECURRING BASIS

March 31, 2025

Balance, January 1, 2025

Change in fair value of warrant liability

Balance, March 31, 2025

Balance, June 30, 2025

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

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Total Fair Value

Marketable securities as of March 31, 2025

Marketable securities as of June 30, 2025

Marketable securities as of December 31, 2024

Warrant liabilities as of March 31, 2025

Warrant liabilities as of June 30, 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