Material Modification to Rights of Security Holders. On September 2, 2026, BioRestorative Therapies, Inc. (the “ Company ”) filed a Certificate of Change Pursuant to NRS 78.209 (the “ Certificate of Change ”) with the Secretary of State of the State of Nevada to effect a one-for-twenty (1-for-20) reverse stock split (the “ Reverse Stock Split ”) of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”). The Certificate of Change will become effective at 4:30 p.m., East…

Changes in Registrant’s Certifying Accountant. Dismissal of CBIZ CPAs P.C. On August 28, 2026, BioRestorative Therapies, Inc. (the “ Company ”) dismissed CBIZ CPAs P.C. (“ CBIZ ”) as the Company’s independent registered public accounting firm, effective as of that date. The decision to change independent registered public accounting firms was approved by the Board of Directors of the Company (the “ Board ”) on August 26, 2026 and approved and ratified by the Audit Committee of the Board on Se…

CEO — Katharyn Field: The Interim CEO and CFO stepped aside with an immediate internal successor appointed, constituting an orderly succession rather than a sudden loss of leadership.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 21, 2026, BioRestorative Therapies, Inc. (the “Company”) received a delinquency notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company’s inability to timely file its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 (the “Form 10-Q”), the Company is no…

director — David Rosa: David Rosa resigned as a director without stating any reason.

Director — Francisco Silva, Nickolay Kukekov, Patrick F. Williams: Directors resigned as part of a Revolving Loan Agreement.

Vice President, Research and Development — Francisco Silva: An employment agreement was signed with the existing Vice President, Research and Development.

Entry into a Material Definitive Agreement . On June 10, 2026, BioRestorative Therapies, Inc. (the “Company”) entered into a Revolving Loan Agreement (the “Revolving Loan Agreement”) with Bowery Group LLC (the “Lender”). Pursuant to the Revolving Loan Agreement, the Company may, from time to time and at its sole discretion, request loans (each, a “Loan” and collectively, “Loans”) from the Lender in an aggregate principal amount of up to $1,000,000. Amounts borrowed under the Revolving Loan Ag…

The company entered into new employment agreements with its CEO and CFO, maintaining their current roles and salaries.

The filing details the approval of cash bonuses for executive officers and provides a summary compensation table.

Result of Operations and Financial Condition. On November 12, 2025, BioRestorative Therapies, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2025 (the “Press Release”). The Press Release also provided a business update and included details with regard to the conference call to be held to discuss the third quarter results. A copy of the Press Release is furnished as Exhibit 99.1 hereto. The information contained in the Pre…

Entry into a Material Definitive Agreement. Subscription Agreements On October 6, 2025, BioRestorative Therapies, Inc. (the “Company”) entered into subscription agreements (the “Subscription Agreements”) with several investors (the “Purchasers”) pursuant to which the Company agreed to sell and issue to the Purchasers an aggregate of 678,125 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), in a registered direct offering at an offering price of $1.60 per share…

Based in part upon the representations of the investors in the Subscription Agreements, the offering and sale of the Unregistered Warrants and the Unregistered Warrant Shares in the Private Placement is being conducted pursuant to an exemption from the registration requirements of the Securities Act provided for in Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder. The Unregistered Warrants and the Unregistered Warrant Shares have not been registered under the Se…

Result of Operations and Financial Condition. On August 12, 2025, BioRestorative Therapies, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2025 (the “Press Release”). The Press Release also provided a business update and included details with regard to the conference call to be held to discuss the second quarter results. A copy of the Press Release is furnished as Exhibit 99.1 hereto. The information contained in the Press Re…

Result of Operations and Financial Condition. On May 14, 2025, BioRestorative Therapies, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2025 (the “Press Release”). The Press Release also provided a business update and included details with regard to the conference call to be held to discuss the first quarter results and business update. A copy of the Press Release is furnished as Exhibit 99.1 hereto. The information contained…

Changes in Company’s Certifying Accountant. (a) Resignation of Independent Registered Public Accounting Firm On November 1, 2024, CBIZ CPAs P.C. acquired the attest business of Marcum LLP (“Marcum”). On April 16, 2025, Marcum informed BioRestorative Therapies, Inc. (the “Company”) that Marcum resigned as the Company’s independent registered public accounting firm. See Item 4.01(b) below with regard to the engagement of CBIZ CPAs P.C. as the Company’s independent registered public accounting f…

Result of Operations and Financial Condition. On March 27, 2025, BioRestorative Therapies, Inc. (the “Company”) issued a press release announcing that its financial results for the year ended December 31, 2024 will be released after market close on March 27, 2025 (the “Press Release”). The Press Release included details with regard to a conference call to be hosted by the Company’s management following the release. On the call, the Company’s management will review the financial results and pr…

above. On November 13, 2024, the Company issued a press release (the “Presentation Press Release”) announcing that additional preliminary 26 and 52 week blinded data from the ongoing Phase 2 clinical trial of BRTX-100 in subjects with chronic lumbar disc disease would be presented by Francisco Silva, the Company’s Vice President of Research and Development, at the Orthopaedic Research Society (ORS) Philadelphia Spine Research Society (PSRS) 7 th International Spine Research Symposium, taking…

Termination of a Material Definitive Agreement. As previously disclosed, in April 2023, the Company and JonesTrading Institutional Services LLC (“JonesTrading”) entered into a Capital on Demand TM Sales Agreement (the “Prior Agreement”) under which the Company could offer and sell, from time to time at its discretion, shares of common stock having an aggregate offering price amount of up to approximately $6.1 million through JonesTrading as sale agent. In connection with the Company’s enterin…

Entry into a Material Agreement. On November 6, 2024, BioRestorative Therapies, Inc. (the “Company”) entered into an At The Market Offering Agreement (the “Sales Agreement”) with Rodman & Renshaw LLC (the “Agent”), pursuant to which the Company may offer and sell, from time to time, through or to the Agent, shares of the Company’s common stock, par value $0.0001 per share, having an aggregate offering price of up to approximately $3.6 million (the “Shares”). The Company is not obligated to se…

Result of Operations and Financial Condition. On August 13, 2024, BioRestorative Therapies, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2024 (the “Press Release”). The Press Release also provided a business update and included details with regard to the conference call to be held to discuss the second quarter results. A copy of the Press Release is furnished as Exhibit 99.1 hereto. The information contained in the Press Re…

Result of Operations and Financial Condition. On August 6, 2024, BioRestorative Therapies, Inc. (the “Company”) issued a press release announcing that its financial results for the second quarter ended June 30, 2024 will be released after market close on Tuesday, August 13, 2024 (the “Press Release”). The Press Release included details with regard to a conference call to be hosted by the Company’s management following the release. On the call, the Company’s management will review the financia…

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. (a) On May 23, 2024, BioRestorative Therapies, Inc. (the “Company”), in consultation with its Audit Committee, concluded that its previously issued financial statements (i) as of and for the two years ended December 31, 2023 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Periods”) and (ii) unaudited interim financial statements f…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 22, 2024, BioRestorative Therapies, Inc. (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company is delinquent in filing its Form 10-Q for the period ended March 31, 2024 (the “Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires companie…

Entry into a Material Definitive Agreement. On February 6, 2024, BioRestorative Therapies, Inc. (the “Company”) entered into agreements (the “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 new warrants (the “New Warrants”) as described below. The aggregate gross proceeds from the exe…