Biorestorative Therapies Inc SEC Filings

Auctus Fund and affiliated reporting persons disclose beneficial ownership of 784,655 shares of BioRestorative Therapies, Inc. (BRTX), about 9.9% of the company. The disclosed position comprises 435,035 outstanding shares and 349,620 shares issuable upon exercise of warrants, and the filing is made on Schedule 13G indicating a claimed passive investment intent.

The statement notes blocker provisions that exclude 2,045,870 warrants and 1,398,158 shares issuable upon conversion from the reported beneficial ownership; without those blockers the aggregate exposure could be 4,228,683 shares. The reporting persons state shared voting and dispositive power over the 784,655 shares.

BioRestorative Therapies, Inc. reported a net loss of $7,996,062 for the six months ended June 30, 2025 and a net loss of $2,656,263 for the quarter. Revenue for the three months ended June 30, 2025 was $303,300 versus $89,100 in the prior-year quarter, driven by $300,000 of cosmetic product sales and smaller royalty receipts. Cash and cash equivalents were $1,555,251 and investments in marketable securities were $5,825,685, resulting in working capital of $3,926,572.

The company disclosed substantial doubt about its ability to continue as a going concern, citing ongoing net losses and negative operating cash flow of $5,472,653 for the six months. R&D expense rose to $4,872,782 for six months largely due to Phase 2 clinical trial costs. Management raised net proceeds of $1,938,445 from ATM sales during the period, recorded $2,580,379 of warrant liabilities, and reported material weaknesses in internal control over financial reporting.

BioRestorative Therapies, Inc. furnished a press release announcing its financial results for the quarter ended June 30, 2025. The release also provided a business update and included details for a conference call to discuss the quarter. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

The filing states that the information furnished is summary information to be considered in the context of the Company’s SEC filings and other public announcements. The Company expressly furnishes the press release (it is not being filed for purposes of Section 18 of the Exchange Act) and does not incorporate the press release by reference into other registration statements unless specifically stated.

BioRestorative Therapies, Inc. is soliciting proxies for its 2025 Annual Meeting to be held September 18, 2025, where stockholders will vote on two Class II director nominees, an amendment to increase the 2021 Stock Incentive Plan authorized shares from 6,850,000 to 9,850,000, ratification of CBIZ CPAs P.C. as the independent auditor for fiscal 2025, and a non-binding advisory vote on executive compensation. Only stockholders of record as of July 31, 2025 may vote; there were 7,978,117 common shares and 1,398,158 Series B preferred shares outstanding on that date.

Executive pay highlights: CEO Lance Alstodt’s 2024 total reported compensation was $1,314,583 (compensation actually paid $1,202,070). Pay-versus-performance figures show cumulative TSR on a $100 investment of $32.95 (2024) with net losses of $(8,979,381) in 2024, $(10,417,704) in 2023 and $(13,222,296) in 2022. The proxy discloses identified material weaknesses in internal control over financial reporting and the auditor transition from Marcum LLP to CBIZ CPAs following Marcum’s attest business acquisition.