BioRestorative R&D VP quits, $1.29M at issue

BioRestorative Therapies, Inc. (BRTX) reported that on September 4, 2026, Vice President of Research and Development Mr. Silva resigned from his employment and all officer positions, effective immediately.

Rhea-AI Filing Summary

BioRestorative Therapies, Inc. (BRTX) reported that on September 4, 2026, Vice President of Research and Development Mr. Silva resigned from his employment and all officer positions, effective immediately. His notice states that the resignation is for “Good Reason” under an Executive Employment Agreement he asserts was entered into and later amended, tied to an alleged “Change in Control” following Board changes associated with a Revolving Loan Agreement with Bowery Group LLC. Mr. Silva is asserting entitlement to approximately $1.29 million in cash severance, acceleration of equity awards and continued benefits if the agreement is deemed valid and his resignation qualifies as “Good Reason.” The Board has acknowledged the resignation for record-keeping purposes but expressly disputes the validity and effect of the Employment Agreement and the characterizations in the notice, and the Company has reserved all rights, claims and defenses. The Board previously authorized an investigation by special counsel into the negotiation, approval, execution and amendment of this and similar executive employment agreements and has determined that, pending completion of that investigation and further Board action, no payments or benefits will be made under the Employment Agreement other than accrued base salary and amounts required by wage-payment law.

Positive

• None.

Negative

• Key R&D executive resignation and potential severance exposure: The Vice President of Research and Development resigned effective immediately and is asserting claims for about $1.29 million in severance plus equity acceleration and benefits, although the company disputes the underlying employment agreement and has halted such payments pending investigation.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Asserted cash severance: $1.29 million Resignation effective date: September 4, 2026 Trading symbol: BRTX

3 metrics

Asserted cash severance $1.29 million Amount Mr. Silva would assert under the Employment Agreement if deemed valid and his resignation qualifies as “Good Reason”

Resignation effective date September 4, 2026 Effective date of Mr. Silva’s resignation from BioRestorative Therapies

Trading symbol BRTX Common Stock listed on Nasdaq Capital Market

Key Terms

Good Reason, Change in Control, Revolving Loan Agreement, severance payments, +1 more

5 terms

Good Reason financial

"The notice asserted that the resignation was for “Good Reason,” as defined in the Executive Employment Agreement"

Change in Control financial

"as a result of the changes in the composition of the Company’s Board of Directors"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Revolving Loan Agreement financial

"in connection with the Revolving Loan Agreement, dated June 10, 2026, between the Company and Bowery Group LLC"

severance payments financial

"Mr. Silva would assert entitlement to cash severance payments of approximately $1.29 million"

Payments made to employees after their job ends, typically as a lump sum or continued pay and benefits for a limited period. Investors watch severance payments because they are a predictable one-time cost or ongoing liability for the company—like an exit fee when someone leaves a club—and sizable payouts can reduce profits, affect cash flow, or signal larger restructuring costs ahead.

special counsel regulatory

"the Board has authorized an investigation, conducted by special counsel under the direction of the Board"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive change did BRTX disclose on September 4, 2026?

BioRestorative Therapies disclosed that Vice President of Research and Development Mr. Silva resigned from his employment and all officer roles, effective immediately on September 4, 2026. The Board acknowledged the resignation for corporate-record purposes.

Why does Mr. Silva claim his resignation from BRTX is for Good Reason?

Mr. Silva’s notice states his resignation is for “Good Reason” under an asserted Executive Employment Agreement, based on a claimed “Change in Control” triggered by Board composition changes tied to a Revolving Loan Agreement with Bowery Group LLC.

How much severance does Mr. Silva assert he is owed from BRTX (BRTX)?

If his position prevails, Mr. Silva would assert entitlement to approximately $1.29 million in cash severance payments, acceleration of outstanding equity awards and continuation of certain benefits under the asserted Employment Agreement.

Does BioRestorative Therapies accept the validity of Mr. Silva’s Employment Agreement?

The Board has stated it does not accept or concede the validity or effect of the asserted Employment Agreement or the characterizations in the resignation notice and has reserved all rights, claims and defenses regarding these issues.

What investigation has BRTX’s Board authorized regarding executive contracts?

The Board authorized an investigation by special counsel into the circumstances around the negotiation, approval, execution and amendment of Mr. Silva’s Employment Agreement and the employment agreements of the former CEO and former CFO.

Is BioRestorative Therapies currently paying severance to Mr. Silva?

The Board has determined that, pending completion of the investigation and further Board action, no payments or benefits will be made under or in respect of the Employment Agreement other than accrued and unpaid base salary and amounts required by applicable wage-payment law.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 4, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 4, 2026, BioRestorative Therapies, Inc. (the “Company”) received a notice of resignation from Mr. Silva from his employment with the Company, including as the Company’s Vice President of Research and Development, and from each other position (if any) he held as an officer of the Company, effective immediately. The notice asserted that the resignation was for “Good Reason,” as defined in the Executive Employment Agreement, dated as of June 10, 2026, purportedly entered into between the Company and Mr. Silva, as purportedly amended in July 2026 (the “Employment Agreement”), on the basis of a “Change in Control” asserted to have occurred under clause (ii) of the definition thereof as a result of the changes in the composition of the Company’s Board of Directors (the “Board”) effected in June 2026 in connection with the Revolving Loan Agreement, dated June 10, 2026, between the Company and Bowery Group LLC, as amended (the “Loan Agreement”), and Mr. Silva has demanded payment of the severance and other amounts he asserts are payable thereunder. If the resignation were ultimately determined to constitute a resignation for “Good Reason” within the meaning of the Employment Agreement, and the Employment Agreement was held to be valid and binding on the Company, Mr. Silva would assert entitlement to cash severance payments of approximately $1.29 million, acceleration of outstanding equity awards, and continuation of certain benefits.

The Board has acknowledged the resignation for corporate-records and disclosure purposes, effective as of the date set forth in the notice. The Board has not accepted, and does not concede, the validity or effect of the Employment Agreement or the characterizations set forth in the resignation notice, including the assertions that a “Change in Control” occurred or that the resignation constitutes a resignation for “Good Reason,” and the Company has reserved all of its rights, claims and defenses with respect thereto. As previously disclosed, the Board has authorized an investigation, conducted by special counsel under the direction of the Board, into the circumstances surrounding the negotiation, approval, execution and amendment of the Employment Agreement and the employment agreements purportedly entered into with the Company’s former Chief Executive Officer and former Chief Financial Officer, and has determined that, pending completion of that investigation and further action of the Board, no payments or benefits will be made or provided under or in respect of the Employment Agreement other than accrued and unpaid base salary through the date of cessation of service and other amounts required by applicable wage-payment 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)

1

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.

Date: September 11, 2026	By:	/s/ Mika Grasso
	Name:	Mika Grasso
	Title:	Interim Chief Executive Officer

2

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB