Note 6 - STOCKHOLDERS’ EQUITY

Series B Preferred Stock

Effective September 8, 2022, the Company issued 1,543,158 shares of Series B Preferred Stock (“Series B”) to Auctus Fund, LLC (“Auctus”). The Series B has a liquidation preference of $0.001 per share and the limitation on beneficial ownership of Common Stock of the Company upon a conversion of the Series B into Common Stock, and the limitation on the number of votes attributable to the Series B, is 9.99% of the then outstanding Common Stock of the Company. The Company is required, at all times, to reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the full conversion of the Series B. The Series B is not subject to redemption by the Company or any Series B holder. See Note 10 – Subsequent Events for additional details regarding the conversion of Series B into Common Stock.

Dividends

Series B holders shall be entitled to receive, when and as declared by the Board of Directors, dividends on a pari passu basis with the holders of the shares of Common Stock based upon the number of shares of Common Stock into which the Series B is then convertible.

Voting Rights

Series B holders shall be entitled to vote on all matters presented to the stockholders of the Company for a vote at a meeting of stockholders of the Company or a written consent in lieu of a meeting of stockholders of the Company, and shall be entitled to such number of votes for each share of Series B entitled to vote at such meetings or pursuant to such consent, voting together with the holders of shares of Common Stock and other shares of preferred stock who are entitled to vote, and not as a separate class, except as required by law. The number of votes to which the Series B holders shall be entitled to vote for each share of Series B shall equal the number of shares of Common Stock into which such Series B is then convertible; provided, however, that in no event shall a Series B holder be entitled to vote more than 9.99% of the then outstanding shares of Common Stock.

Conversion

Optional Conversion - Each share of Series B shall be convertible, at any time and from time to time, at the option of the Series B holder, into one share of Common Stock; provided, however, that in no event shall a Series B holder be entitled to convert any shares of Series B to the extent that such conversion would result in beneficial ownership by such Series B holder of more than 9.99% of the outstanding shares of Common Stock.

Automatic Conversion - From time to time, in the event that an event occurs which has the effect of reducing a Series B holder’s beneficial ownership of shares of Common Stock to less than 9.5% of the then publicly disclosed outstanding shares of Common Stock, then, within five business days, the Series B holder is required to provide notice to the Company to such effect, which notice shall state the number of shares of Common Stock beneficially owned by the Series B holder and shall provide reasonable detail with regard thereto, including the number of derivative securities compromising a portion of such beneficial share amount. Such notice shall have the effect of a notice of conversion with respect to the conversion of such number of shares of Series B as would increase the Series B holder’s beneficial ownership of Common Stock to 9.99% of the then publicly disclosed outstanding shares of Common Stock.

No Series B was converted during fiscal years ended December 31, 2025 and 2024. As of December 31, 2025, 1,398,158 shares of Series B remained outstanding. See Note 10 – Subsequent Events for additional details regarding the conversion of Series B into Common Stock.

2021 Stock Incentive Plan

On March 18, 2021, the Company’s Board of Directors adopted the BioRestorative Therapies, Inc. 2021 Stock Incentive Plan (the “2021 Plan”). The 2021 Plan was approved by the Company’s stockholders on August 17, 2021. Under the 2021 Plan, the number of shares of Common Stock authorized for issuance pursuant to the grant of stock options, restricted stock units, restricted stock, stock appreciation rights and other incentive awards was 3,850,000 as of December 31, 2023.

On July 23, 2024, the Company’s Board of Directors approved an amendment to the Company’s 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. Such amendment was approved by the Company’s stockholders on September 19, 2024.

On July 17, 2025, the Company’s Board of Directors approved an amendment to the Company’s 2021 Plan to further increase the number of shares of Common Stock authorized to be issued under the 2021 Plan from 6,850,000 to 9,850,000. Such amendment was approved by the Company’s stockholders on September 18, 2025.

Sales of Common Stock

In November 2024, the Company entered into an At The Market Offering Agreement with Rodman, under which the Company has the ability to issue and sell shares of its Common Stock, from time to time, through Rodman, in an at-the-market program (“Rodman ATM”). In November 2024, the Company filed a prospectus supplement with the Securities and Exchange Commission (the “SEC”) which provides for an aggregate offering price under the Rodman ATM of approximately $3,614,000.

During the year ended December 31, 2025, the Company sold 965,424 shares of its Common Stock under the Rodman ATM, generating gross proceeds of $2,011,250. For the year ended December 31, 2025, the total commissions and related legal and accounting fees incurred, inclusive of previously capitalized offering costs, were $221,502, resulting in net proceeds of $1,789,749. As of March 26, 2026, the Company cannot sell any additional shares of Common Stock under the ATM program with Rodman.

On October 6, 2025, the Company entered into subscription agreements (the “Subscription Agreements”) with several investors (the “Purchasers”) pursuant to which the Company sold and issued to the Purchasers an aggregate of 678,125 shares of the Company’s Common Stock in a registered direct offering at an offering price of $1.60 per share (the “Registered Offering”) for aggregate gross proceeds of $1,085,000. The Registered Offering closed on October 8, 2025. In connection with the Registered Offering, the Company entered into an engagement letter, dated August 11, 2025, with Alere Financial Partners (a division of Cova Capital Partners, LLC) (“Alere”), pursuant to which the Company agreed to pay Alere a cash fee equal to 6% of the gross proceeds of the offering from investors introduced to the Company by Alere (the “Alere Investors”) (4% for other investors). The Company also agreed to reimburse Alere approximately $8,300 for out-of-pocket expenses for legal fees and other expenses. For the year ended December 31, 2025, total commissions and related legal and accounting fees incurred in connection with the Registered Offering were $174,213, resulting in net proceeds of $910,787.

On February 13, 2026, the Company sold shares of its Common Stock and warrants in a public offering through Rodman (the “Rodman Offering”), generating gross proceeds of $5,000,000. See Note 10 – Subsequent Events for further details.

Common Stock Repurchase Program

On June 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 December 31, 2025.

Common Stock Issuances

During the year ended December 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 $41,165.

Warrant Exercise and Issuance

On February 6, 2024, the Company entered into agreements with certain holders of its existing warrants exercisable for an aggregate of 3,351,580 shares of its Common Stock (collectively, the “Existing Warrants”), to exercise their warrants at a reduced exercise price of $2.33 per share, in exchange for the issuance of new warrants (the “New Warrants”) as described below (the “Warrant Exercise and Issuance”). The aggregate gross proceeds from the exercise of the Existing Warrants and the payment of the New Warrants, as described below, was approximately $8.1 million, before deducting cash issuance costs in the amount of $595,364. The reduction of the exercise price of the Existing Warrants and the issuance of the New Warrants was structured as an at-market transaction under Nasdaq rules. Of the 3,351,580 shares of Common Stock issuable upon the exercise of the Existing Warrants, through December 31, 2025, the Company had issued an aggregate of 2,433,525 shares of Common Stock. The remaining 918,055 shares of Common Stock as of December 31, 2025, which were issuable to Auctus Fund, LLC (“Auctus”), were being held in abeyance due to Auctus’ maximum beneficial ownership limitation (the “Abeyance Shares”). The Abeyance Shares have been fully paid for and were issuable upon notice from Auctus to the Company. During the years ended December 31, 2025 and 2024, the Company issued 283,525 and 475,000 shares of Common Stock, respectively, to Auctus in partial satisfaction of the Abeyance Shares. Subsequent to December 31, 2025, the Company issued the remainder of the Abeyance Shares. See Note 10 – Subsequent Events for additional information regarding the Abeyance Shares.

In consideration for the immediate exercise of the Existing Warrants for cash and the payment of $0.125 per share underlying the New Warrants, the exercising holders received the New Warrants to purchase shares of Common Stock in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The New Warrants are exercisable for a period of five years into an aggregate of 2,513,686 shares of Common Stock at an exercise price of $2.43 per share. The securities offered in the private placement were not registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. As part of the transaction, the Company agreed to file a resale registration statement with the SEC to register the resale of the shares of Common Stock underlying the New Warrants issued in the private placement. Such resale registration statement was filed and was declared effective by the SEC on April 18, 2024.

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 expenses. During the year ended December 31, 2024, the Company incurred an aggregate of $595,364 of cash issuance costs related to the Warrant Exercise and Issuance.

Prior to the Warrant Exercise and Issuance, the Existing Warrants were classified as derivative liabilities. Additionally, the Company analyzed the form of the New Warrants and determined that they should be classified as derivative liabilities in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity. Under the New Warrants, the Company does not control the occurrence of events, such as a tender offer or exchange, that may trigger cash settlement of the New Warrants and not result in a change of control of the Company. As a result, such New Warrants do not meet the criteria for equity treatment. Additionally, certain New Warrants contain adjustments to the settlement amount based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40 and, accordingly, such New Warrants are not considered indexed to the Company’s own stock and are not eligible for an exception from derivative accounting. See Note 9– Fair Value Measurement for details regarding the valuation of the Existing Warrants and New Warrants.

The 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 exchange of warrants of $1,711,698 during the year ended December 31, 2024.

Alere Warrants

Pursuant to the Subscription Agreements, in a concurrent private placement offering (the “Private Placement”) with the Registered Offering, the Company issued to the Purchasers unregistered warrants to purchase up to an aggregate of 508,592 shares of the Company’s Common Stock which are exercisable commencing six months from the date of issuance until the five year anniversary of the date of issuance at an exercise price of $2.75 per share (the “Alere Private Placement Warrants”). The Private Placement closed on October 8, 2025. In addition, the Company agreed to issue to Alere, at the closing of the offering, a warrant to purchase 35,062 shares of the Company’s Common Stock (the “Alere Warrant”). The Alere Warrant is exercisable commencing six months from the date of issuance until the five year anniversary of the date of issuance.

Rodman Warrants

On February 9, 2026, in connection with the Rodman Offering, the Company issued to the investors Common Stock Warrants and Pre-Funded Warrants (as defined in Note 10 – Subsequent Events) and issued Rodman Warrants (as defined in Note 10 – Subsequent Events).

Warrant Activity Summary

A summary of the warrant activity during the year ended December 31, 2025 is presented below:

 SCHEDULE OF WARRANT ACTIVITY 

The following table presents information related to Common Stock warrants at December 31, 2025:

 SCHEDULE OF STOCK WARRANTS

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

SCHEDULE OF STOCK OPTION GRANTED ASSUMPTIONS 

The weighted average estimated fair value of the warrants granted during the years ended December 31, 2025 and 2024 was $0.66 and $0.87 per warrant, respectively. See Note 9 – Fair Value Measurement – for details regarding the fair value estimates of the warrants that are classified as derivative liabilities.

Stock Options

On February 14, 2025, the Company granted ten-year 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 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 on a straight-line basis over the vesting period.

On June 5, 2025, the Company granted a ten-year option to purchase 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 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 on a straight-line basis over the vesting period.

On October 13, 2025, the Company granted a ten-year option to purchase 25,000 shares of the Company’s Common Stock at an exercise price of $1.62 per share to an employee. The option had a grant date fair value of $30,750 and vests as follows: (i) 50% immediately, and (ii) the remainder quarterly over two years commencing one year from the date of grant. The Company is recognizing the grant date fair value of the option on a straight-line basis over vesting period.

A summary of the option activity during the year ended December 31, 2025 is presented below:

SCHEDULE OF STOCK OPTION ACTIVITY 

The following table presents information related to stock options at December 31, 2025:

SCHEDULE OF INFORMATION RELATED TO STOCK OPTIONS 

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

SCHEDULE OF STOCK OPTION GRANTED ASSUMPTIONS 

The weighted average grant date fair value of the stock options granted during the years ended December 31, 2025 and 2024 was $1.89 and $1.45, respectively.

Stock-Based Compensation Expense

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

SCHEDULE OF STOCK OPTION EXPENSE