Leadership shake-up at Biorestorative Therapies (NASDAQ: BRTX) and new CEO

Rhea-AI Filing Summary

Biorestorative Therapies, Inc. amended executive employment agreements on July 8, 2026 so that cash severance and accelerated equity vesting are triggered only by a Change in Control involving a reorganization, merger, consolidation or sale of all or substantially all assets, rather than also by changes in share ownership or board composition.

Director David Rosa resigned on July 11, followed on July 13 by President, CEO and Chair Lance Alstodt and CFO Robert Kristal, who resigned and claimed Good Reason based on an asserted Change in Control tied to prior board changes. If their resignations were determined to be for Good Reason, they would claim approximately $2.85 million in aggregate cash severance, accelerated equity and continued benefits. The board has recorded the resignations but disputes that a Change in Control or Good Reason occurred, has initiated an investigation by special counsel into the employment agreements, and is withholding any severance or related benefits pending its outcome.

Effective July 13, 2026, director Katharyn Field was appointed Chief Executive Officer, President and interim Chief Financial Officer, Treasurer and Secretary, becoming the principal executive, financial and accounting officer. The board also elected independent directors Esha Randhawa (Class II, term to the 2028 annual meeting) and Steven Brown (Class III, term to the 2026 annual meeting), redesignated committee roles, and confirmed its audit committee financial expert.

Positive

• None.

Negative

• President/CEO/Chair Lance Alstodt and CFO Robert Kristal resigned and claim Good Reason, seeking approximately $2.85 million in aggregate cash severance plus equity acceleration and benefits, while the board disputes any Change in Control and has frozen payments pending an investigation by special counsel.
• Multiple rapid leadership changes, including the loss of the CEO, CFO and a director within days, create governance uncertainty as the company transitions to an interim financial leadership structure and reconstituted board committees.

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, and exhibit attachments filed with this report.

Key Figures

Potential aggregate cash severance: approximately $2.85 million CEO age: 43 years Director age – Esha Randhawa: 38 years +3 more

6 metrics

Potential aggregate cash severance approximately $2.85 million Amount Alstodt and Kristal would claim if resignations are determined to be for Good Reason

CEO age 43 years Age of newly appointed Chief Executive Officer Katharyn Field

Director age – Esha Randhawa 38 years Age of new Class II director appointed to the Audit and Nominating and Corporate Governance Committees

Director age – Steven Brown 32 years Age of new Class III director appointed to the Compensation and Nominating and Corporate Governance Committees

Director term end – Class II seat 2028 annual meeting of stockholders Term expiration for new Class II director Esha Randhawa

Director term end – Class III seat 2026 annual meeting of stockholders Term expiration for new Class III director Steven Brown

Key Terms

Change in Control, Good Reason, independent director, audit committee financial expert, +1 more

5 terms

Change in Control regulatory

"upon a Change in Control of the type described in clause (iii)"

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.

Good Reason regulatory

"Each notice asserted that the resignation was for Good Reason"

independent director regulatory

"Brown is an independent director within the meaning of Nasdaq Listing Rule 5605(a)(2)"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

audit committee financial expert regulatory

"Mika Grasso continues to serve as Chair of the Audit Committee and has been redesignated as the Board’s audit committee financial expert"

A person on a company’s board who has deep knowledge of accounting, financial reporting and auditing, able to understand and question the books, controls and audit work like a trained mechanic inspecting an engine. Investors care because that expertise helps spot errors, weaknesses or misleading statements early, improving the likelihood that financial reports are accurate and reducing the risk of surprises that can hurt a company’s value.

Nasdaq Listing Rule 5605(c)(2)(A) regulatory

"including the heightened independence criteria of Nasdaq Listing Rules 5605(c)(2)(A) and 5605(d)(2)(A)"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

Available on EDGAR 07/16/2026 - 05:30 PM Accepted by SEC EDGAR 07/16/2026 - 05:30 PM Learn about SEC filing dates

FAQ

What executive employment agreement changes did Biorestorative Therapies (BRTX) make on July 8, 2026?

The company amended three executive employment agreements so severance and accelerated equity vesting apply only upon a Change in Control involving a merger, consolidation or major asset sale. Previously, similar benefits could also be triggered by certain share acquisitions or changes in board composition.

Which senior executives resigned from Biorestorative Therapies (BRTX) and when?

Director David Rosa resigned on July 11, 2026. On July 13, 2026, President, Chief Executive Officer and Chairman Lance Alstodt and Chief Financial Officer Robert Kristal also resigned from all positions, each asserting Good Reason under his employment agreement tied to an alleged Change in Control.

How much severance could former executives of BRTX claim if Good Reason is established?

If the resignations of Lance Alstodt and Robert Kristal are ultimately determined to be for Good Reason, they would claim approximately $2.85 million in aggregate cash severance, along with accelerated vesting of outstanding equity awards and continuation of certain employee benefits under their employment agreements.

How has the BRTX board responded to the asserted Change in Control and severance claims?

The board has acknowledged the resignations for record purposes but does not concede that a Change in Control or Good Reason occurred. It has authorized an investigation by special counsel into the employment agreements and is withholding severance and related benefits, paying only accrued salary and legally required amounts.

Who is the new CEO of Biorestorative Therapies (BRTX) and what roles does she hold?

Effective July 13, 2026, director Katharyn Field was appointed Chief Executive Officer and President, and on an interim basis Chief Financial Officer, Treasurer and Secretary. She now serves as the company’s principal executive, financial and accounting officer while the board conducts a search for a permanent Chief Financial Officer.

What new directors and committee changes did BRTX announce?

The board elected Esha Randhawa as a Class II director (term to the 2028 annual meeting) and Steven Brown as a Class III director (term to the 2026 meeting). Both are independent and have been assigned to audit, compensation and nominating committees, with committee chairs and the audit committee financial expert redesignated.

false 0001505497 0001505497 2026-07-08 2026-07-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: July 8, 2026

(Date of earliest event reported)

BIORESTORATIVE THERAPIES, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada		001-37603		30-1341024
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(IRS Employer Identification Number)

40 Marcus Drive, Melville, New York		11747
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (631) 760-8100

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:

☐	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, $0.0001 par value		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.

Amendments to Executive Employment Agreements

On July 8, 2026, the Company entered into amendments (the “Employment Agreement Amendments”) to (i) the Employment Agreement, dated as of May 27, 2026, between the Company and Lance Alstodt, then the Company’s President, Chief Executive Officer and Chairman of the Board, (ii) the Employment Agreement, dated as of May 27, 2026, between the Company and Robert Kristal, then the Company’s Chief Financial Officer, and (iii) the Employment Agreement, dated as of June 10, 2026, between the Company and Francisco Silva, the Company’s Vice President, Research and Development (collectively, the “Employment Agreements”). The Employment Agreements were previously filed as Exhibits 99.1 and 99.2 to the Company’s Current Report on Form 8-K filed on May 29, 2026 and Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on June 12, 2026, respectively. As executed on May 27, 2026 and June 10, 2026, Section 9 of each Employment Agreement provided that, upon a “Change in Control” of the type described in clause (i) (acquisition of more than 50% of voting power) or clause (ii) (change in the majority of the incumbent Board) of the definition thereof, the executive would be entitled to receive the cash severance amount provided for in the Employment Agreement, and to accelerated vesting of all outstanding equity awards, whether or not the executive’s employment terminated. The Employment Agreement Amendments revised Section 9 of each Employment Agreement so that such payment and vesting provisions apply only upon a Change in Control of the type described in clause (iii) of the definition (in substance, a reorganization, merger or consolidation in which the Company’s stockholders cease to hold a majority of the voting power, or a sale of all or substantially all of the Company’s assets). The Employment Agreement Amendments did not amend the definition of “Change in Control” or the definition of “Good Reason” in the Employment Agreements. The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full texts of the Employment Agreement Amendments filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K, which are incorporated by reference herein. The descriptions of the Employment Agreements and the Employment Agreement Amendments in this Current Report are provided for disclosure purposes only and, as described below under “Departure of Directors and Officers,” are without prejudice to, and shall not constitute an admission, ratification or waiver with respect to, the Company’s rights, claims, defenses and positions regarding the Employment Agreements and any purported obligations thereunder.

Departure of Directors and Officers

On July 11, 2026, David Rosa resigned as a director of the Company and from each committee of the Board of Directors of the Company (the “Board”) on which he served, including the Compensation Committee, effective immediately. Mr. Rosa’s resignation notice did not state any reason for his resignation, and his resignation was not, to the Company’s knowledge, the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On July 13, 2026, the Company received notices of resignation from (i) Lance Alstodt, as President, Chief Executive Officer and Chairman of the Board and, by the terms of his notice, from each other position he held as an officer or director of the Company, and (ii) Robert Kristal, as Chief Financial Officer of the Company and, by the terms of his notice, from each other position (if any) he held as an officer or director of the Company, in each case effective immediately. Each notice asserted that the resignation was for “Good Reason,” as defined in the executive’s 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 Board effected in June 2026 in connection with the Loan Agreement, and each executive has requested the general release contemplated by his Employment Agreement in connection with severance benefits thereunder. If the resignations were ultimately determined to constitute resignations for “Good Reason” within the meaning of the Employment Agreements, Messrs. Alstodt and Kristal would assert entitlement to aggregate cash severance payments of approximately $2.85 million in the aggregate, acceleration of outstanding equity awards, and continuation of certain benefits.

The Board has acknowledged the resignations for corporate-records and disclosure purposes, effective as of the dates set forth in the notices. The Board has not accepted, and does not concede, the validity or effect of the Employment Agreements or the characterizations set forth in the resignation notices, including the assertions that a “Change in Control” occurred or that the resignations constitute resignations for “Good Reason,” and the Company has reserved all of its rights, claims and defenses with respect thereto. By unanimous written consent, the Board has authorized an investigation, to be conducted by special counsel under the direction of the Board, into the circumstances surrounding the negotiation, approval, execution and amendment of the Employment Agreements, 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 Agreements other than accrued and unpaid base salary through the applicable dates of cessation of service and other amounts required by applicable wage-payment law.

Appointment of Officers

Effective July 13, 2026, the Board appointed Katharyn Field, a director of the Company, as an officer of the Company and, by unanimous written consent, the Board confirmed Ms. Field’s appointment as Chief Executive Officer and President of the Company and, on an interim basis pending completion of the Board’s search for a permanent Chief Financial Officer, as interim Chief Financial Officer, Treasurer and Secretary of the Company. Ms. Field serves as the Company’s principal executive officer and, on an interim basis, as its principal financial officer and principal accounting officer. The Board has authorized the commencement of a search for a permanent Chief Financial Officer. In connection with her appointment as an executive officer, the Board determined that Ms. Field is no longer an “independent director” under the Nasdaq listing rules, and she has ceased to serve on the committees of the Board, including as Chair of the Nominating and Corporate Governance Committee.

Katharyn Field, age 43, is the Chief Executive Officer of iSpecimen Inc. (Nasdaq: ISPC), where she oversees performance improvement and the redevelopment of the proprietary software platform. Prior to serving as Chief Executive Officer, she served as President, Chairman, and as an independent director of iSpecimen Inc. She has served as a director of LogProstyle (Nasdaq: LGPS) since September 2024, and as an Executive Director of Akanda Corporation (Nasdaq: AKAN) since June 2022. She previously served as a director of Nuwellis, Inc. (Nasdaq: NUWE) from January 2026 to March 2026, Virpax Pharmaceuticals Inc. (OTCPK: VPRX) from July 2024 to April 2025, and Aerwins Technologies Inc. (OTCPK: AWIN) from May 2023 to May 2024. Ms. Field previously served in various roles at Halo Collective Inc. (OTCQX: HCANF), including as Chief Executive Officer and Chairman from 2022 to 2025, as President from 2020 to 2022, and as Chief Strategy Officer from 2019 to 2020, and also served as Executive Vice President, Corporate Development for MariMed Inc. (OTCMKTS: MRMD) from 2018 to 2019. Ms. Field received her MBA with a concentration in Strategy and Economics from Columbia Business School and a B.A. in Public Policy, with a Minor in Art History, from Stanford University.

Ms. Field was designated as a director of the Company by the Lender pursuant to the Loan Agreement, as previously disclosed in the Company’s Current Report on Form 8-K filed on June 12, 2026. Other than the foregoing, there is no arrangement or understanding between Ms. Field and any other person pursuant to which she was appointed as an officer of the Company. There are no family relationships between Ms. Field and any director or executive officer of the Company, and there are no transactions between Ms. Field and the Company that would be reportable under Item 404(a) of Regulation S-K. The compensation arrangements for Ms. Field in her capacity as an executive officer of the Company have not been determined as of the date of this Current Report; the Company will disclose such arrangements by amendment to this Current Report within four business days after the information is determined or becomes available.

Election of Directors

On July 13, 2026, the Board elected Esha Randhawa as a Class II director of the Company, with a term expiring at the Company’s 2028 annual meeting of stockholders, filling the vacancy created by Mr. Rosa’s resignation, and, on July 14, 2026, the Board elected Steven Brown as a Class III director of the Company, with a term expiring at the Company’s 2026 annual meeting of stockholders, filling the vacancy created by Mr. Alstodt’s cessation of service as a director. Brown is an “independent director” within the meaning of Nasdaq Listing Rule 5605(a)(2), including, as applicable to committee service, under the heightened independence criteria of Nasdaq Listing Rules 5605(c)(2)(A) and 5605(d)(2)(A) and Rules 10A-3 and

10C-1 under the Securities Exchange Act of 1934, as amended. Ms. Randhawa has been appointed to the Audit Committee and as Chair of the Nominating and Corporate Governance Committee, and Mr. Brown has been appointed to the Compensation Committee and the Nominating and Corporate Governance Committee. Mika Grasso continues to serve as Chair of the Audit Committee and has been redesignated as the Board’s “audit committee financial expert,” and Jatinder Dhaliwal has been appointed Chair of the Compensation Committee.

Ms. Randhawa, age 38, is a Registered Pharmacist in the Province of British Columbia (since 2015) with expertise in pharmaceutical regulation and retail and hospital pharmacy operations. Since July 2022, Ms. Randhawa has practiced as a hospital pharmacist, specializing in pain management and renal and transplant pharmaceutical services. From July 2015 to June 2022, Ms. Randhawa served as the manager of a community pharmacy with Rexall Pharmacy Group, a pharmacy chain and subsidiary of McKesson Corporation, where her responsibilities included business development, market expansion and operational and regulatory compliance matters. Ms. Randhawa served as an independent director of Virpax Pharmaceuticals, Inc., a pharmaceutical development company, from November 2024 to March 2025. Other than the foregoing, Ms. Randhawa has not served as a director of any public company during the past five years. Ms. Randhawa holds a Bachelor of Science in Pharmaceutical Sciences (2015) and a Bachelor of Science in Biology (2010), each from the University of British Columbia, and a certificate in Medical Cannabis Education from the University of Vermont (2021). The Board concluded that Ms. Randhawa should serve as a director of the Company in light of her expertise in pharmaceutical operations and healthcare regulation and her prior service as a director of a public pharmaceutical company.

Mr. Brown, age 32, has served since May 2024 as Channel Manager, North America of Boyum IT Solutions, a global software provider of solutions that extend enterprise resource planning systems, where he leads strategic alliances across SAP, Microsoft and ERP reseller networks. Since 2023, Mr. Brown has also served as an independent strategic advisor to wholesale distribution and enterprise manufacturing companies on business planning, partnerships and digital transformation. From January 2019 to May 2024, Mr. Brown served in roles of increasing responsibility at Sana Commerce, a B2B e-commerce software company, including as Partner Manager (July 2023 to May 2024), Senior Business Consultant, North America (January 2021 to July 2023) and Business Consultant (January 2019 to January 2021). From May 2017 to December 2018, Mr. Brown was a sales executive at Professional Sports Publications, a sports publishing and advertising company. Mr. Brown has not served as a director of any public company during the past five years. Mr. Brown holds a Bachelor’s degree in Interdisciplinary Studies (Business Administration) from Fairleigh Dickinson University (2016). The Board concluded that Mr. Brown should serve as a director of the Company in light of his experience in strategic alliances, commercial partnerships and go-to-market strategy.

The Board has affirmatively determined that each of Ms. Randhawa and Mr. Brown is an “independent director” under the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”), including the heightened independence criteria applicable to audit committee and compensation committee service under Nasdaq Listing Rules 5605(c)(2)(A) and 5605(d)(2)(A) and Rules 10A-3 and 10C-1 under the Securities Exchange Act of 1934, as amended.

In connection with such elections, the Board reconstituted its standing committees as follows: Audit Committee: Mika Grasso (Chair), Jatinder Dhaliwal and Esha Randhawa; Compensation Committee: Jatinder Dhaliwal (Chair), Mika Grasso and Steven Brown; and Nominating and Corporate Governance Committee: Esha Randhawa (Chair), Mika Grasso, Jatinder Dhaliwal and Steven Brown. Ms. Randhawa serves on the Audit Committee, and Mr. Brown serves on the Compensation Committee and the Nominating and Corporate Governance Committee. The Board has designated Mika Grasso as the “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.

There is no arrangement or understanding between either of Ms. Randhawa or Mr. Brown and any other person pursuant to which such director was elected as a director of the Company, and neither was designated by the Lender. There are no family relationships between either such director and any director or executive officer of the Company, and there are no transactions between either such director and the Company that would be reportable under Item 404(a) of Regulation S-K. Each of Ms. Randhawa and Mr. Brown will receive compensation for service as a non-employee director in accordance with the Company’s standard non-employee director compensation program.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	Amendment, dated July 8, 2026, to Employment Agreement, dated as of May 27, 2026, between the Company and Lance Alstodt
10.2	Amendment, dated July 8, 2026, to Employment Agreement, dated as of May 27, 2026, between the Company and Robert Kristal
10.3	Amendment, dated July 8, 2026, to Employment Agreement, dated as of June 10, 2026, between the Company and Francisco Silva
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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:	July 16, 2026
By:	/s/ Katharyn Field
Name:	Katharyn Field
Title:	Director, Chief Executive Officer, President and Interim Chief Financial Officer

Filing Exhibits & Attachments

9 documents

Agreements & Contracts

• EX-10.1 EX-10.1 826 B
• EX-10.2 EX-10.2 828 B
• EX-10.3 EX-10.3 828 B

Other Documents

• EX-10 GRAPHIC 294.0 KB
• EX-10 GRAPHIC 295.4 KB
• EX-10 GRAPHIC 294.3 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB