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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Donald J. Currie as Director
On October 7, 2026, the Board of Directors (the “Board”) of BioRestorative Therapies, Inc. (the “Company”) appointed Donald J. Currie as a Class I director of the Company, effective immediately, to fill the vacancy created by the previously reported resignation of Katharyn Field as a director effective August 31, 2026. Mr. Currie will serve until the Company’s 2027 annual meeting of stockholders and until his successor is duly elected and qualified or his earlier death, resignation or removal. The Board also appointed Mr. Currie as a member of the Nominating and Corporate Governance Committee and the Compensation Committee of the Board. Giving effect to Mr. Currie’s appointment, the standing committees of the Board are constituted as follows: Audit Committee: Steven Brown (Chair), Jatinder Dhaliwal, and Esha Randhawa; Compensation Committee: Jatinder Dhaliwal (Chair), Steven Brown, Esha Randhawa and Donald J. Currie; and Nominating and Corporate Governance Committee: Esha Randhawa (Chair), Jatinder Dhaliwal, Steven Brown and Donald J. Currie.
The Board has determined that Mr. Currie is an “independent director” under the listing rules of The Nasdaq Stock Market LLC, including the independence standards applicable to audit committee and compensation committee members, and under Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Mr. Currie, age 65, has served as Chief Executive Officer and a director of Hillcrest Energy Technologies Ltd. (CSE: HEAT; OTCQB: HLRTF), a clean energy technology company engaged in the development of power conversion and digital control technologies for electric powertrains and grid-connected renewable energy systems, since February 2010. Mr. Currie has more than 30 years of experience in the energy sector and in the financing of public companies in the North American equity markets, and particular experience in the formation and management of companies, corporate strategy, team building and capital raising. Mr. Currie has not held any other position or employment, and has not served as a director of any other company, during the past five years.
There is no arrangement or understanding between Mr. Currie and any other person pursuant to which he was appointed as a director. There are no family relationships between Mr. Currie and any director or executive officer of the Company, and there are no transactions between Mr. Currie and the Company that would be reportable under Item 404(a) of Regulation S-K.
As compensation for his service as a non-employee director and as a member of the committees of the Board, Mr. Currie will receive a cash fee of CAD $2,000 per month, payable monthly in arrears, and will be reimbursed for reasonable out-of-pocket expenses in accordance with the Company’s policies applicable to non-employee directors. Mr. Currie will not participate in the Company’s standard non-employee director compensation program. The Company also expects to enter into an indemnification agreement with Mr. Currie in the form of indemnification agreement filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 2, 2026.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BIORESTORATIVE THERAPIES, INC. | ||
| By: | /s/ Mika Grasso | |
| Name: | Mika Grasso | |
| Title: | Interim Chief Executive Officer | |
Date: October 9, 2026
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