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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of
earliest event reported): August 21, 2026
BIORESTORATIVE THERAPIES, INC.
(Exact name of registrant
as specified in its charter)
| Nevada |
|
001-37603 |
|
30-1341024 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
40 Marcus Drive
Melville, New York |
|
11747 |
| (Address of principal executive offices) |
|
(Zip Code) |
(631) 760-8100
(Registrant’s telephone
number, including area code)
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
BRTX |
|
Nasdaq Capital Market |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01. 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 not
in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports
with the Securities and Exchange Commission.
The Notice has no immediate effect on the listing
of the Company’s common stock, which continues to trade on The Nasdaq Capital Market under the symbol “BRTX”.
As indicated in the Notice, the Company has until
October 20, 2026, to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, it may grant an exception of up to
180 calendar days from the Form 10-Q’s due date, or until February 16, 2027, for the Company to regain compliance. If Nasdaq does
not accept the Company’s compliance plan, the Company will have the opportunity to appeal the decision to a Nasdaq Hearings Panel.
The Company is working prudently to complete and
file the Form 10-Q and submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1).
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other applicable
securities laws. Forward-looking statements include, but are not limited to, statements regarding the Company’s ability to complete
and file the Form 10-Q, the Company’s ability to submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1), whether
Nasdaq will accept such plan, the timing and outcome of any compliance period or extension that may be granted by Nasdaq, and the Company’s
ability to regain and maintain compliance with Nasdaq’s continued listing requirements. These forward-looking statements are based
on the Company’s current expectations and beliefs and are subject to a number of risks, uncertainties, and assumptions that could
cause actual results to differ materially from those anticipated, including, without limitation, risks associated with the Company’s
ability to complete its financial statements and related disclosures in a timely manner, the availability of internal and external resources
necessary to prepare and file the Form 10-Q, Nasdaq’s acceptance or rejection of the Company’s compliance plan, the possibility
that the Company’s common stock could be delisted from Nasdaq if the Company fails to regain compliance within the period prescribed
by Nasdaq or any extension granted, and other risks and uncertainties described in the Company’s filings with the Securities and
Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent filings. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required
by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: August 25, 2026
| |
BIORESTORATIVE THERAPIES, INC. |
| |
|
| |
By: |
/s/ Katharyn Field |
| |
Name: |
Katharyn Field |
| |
Title: |
Director, Chief Executive Officer, President and Interim Chief Financial Officer |
