BioRestorative (NASDAQ: BRTX) investors approve larger stock plan and elect directors

Rhea-AI Filing Summary

BioRestorative Therapies, Inc. reported the results of its Annual Meeting of Stockholders held on September 18, 2025. Stockholders elected Class II directors Francisco Silva and David Rosa, each receiving over 1.47 million votes in favor, with more than 3.32 million broker non-votes recorded for each nominee.

Stockholders also approved an amendment to the 2021 Stock Incentive Plan to increase the number of shares of common stock authorized under the plan from 6,850,000 to 9,850,000. In addition, they ratified the selection of CBIZ CPAs P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2025, and approved, on a non-binding advisory basis, the compensation of the Company’s executive officers.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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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 18, 2025

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)		(IRS Employer Identification No.)

40 Marcus Drive Melville, New York		11747
(Address of principal executive offices)		(Zip code)

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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	BRTX	NASDAQ Capital Market

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))

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 5.07 Submission of Matters to a Vote of Security Holders

On September 18, 2025, BioRestorative Therapies, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected the nominees as the Class II directors, (ii) approved an amendment to the Company’s 2021 Stock Incentive Plan (the “Plan”) to increase the number of shares of common stock authorized to be issued pursuant to the Plan from 6,850,000 to 9,850,000, (iii) ratified the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, and (iv) approved, on a non-binding advisory basis, the compensation of the Company’s executive officers.

The following is a listing of the votes cast for or withheld, and the number of broker non-votes, with respect to the nominees for Class II directors and a listing of the votes cast for and against, as well as abstentions and broker non-votes, with respect to the other matters voted upon at the Annual Meeting, as applicable.

1. Election of Class II Directors:

	Number of Shares
	For	Withheld	Broker Non-Votes
Francisco Silva	1,591,913	73,999	3,328,582
David Rosa	1,473,937	191,975	3,328,582

2. Approval of amendment to the Company’s 2021 Stock Incentive Plan:

For	1,340,653
Against	289,308
Abstentions	35,951
Broker Non-Votes	3,328,582

3. Ratification of the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

For	4,718,630
Against	271,000
Abstentions	4,864

4. Approval, on a non-binding advisory basis, of the compensation of the Company’s executive officers:

For	1,539,396
Against	106,661
Abstentions	19,855
Broker Non-Votes	3,328,582

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.
Dated:  September 25, 2025	By:	/s/ Robert Kristal
		Robert Kristal
		Chief Financial Officer

FAQ

What did BioRestorative Therapies (BRTX) stockholders vote on at the 2025 annual meeting?

Stockholders elected two Class II directors, approved an increase in shares under the 2021 Stock Incentive Plan, ratified the independent auditor for 2025, and approved executive compensation on a non-binding advisory basis.

How many shares are now authorized under BioRestorative Therapies’ 2021 Stock Incentive Plan?

The amendment to the 2021 Stock Incentive Plan increased the number of shares of common stock authorized to be issued under the plan from 6,850,000 to 9,850,000.

Were BioRestorative Therapies’ Class II director nominees elected?

Yes. Francisco Silva received 1,591,913 votes for and David Rosa received 1,473,937 votes for, with 73,999 and 191,975 votes withheld, respectively, and 3,328,582 broker non-votes for each.

Which auditing firm did BioRestorative Therapies stockholders ratify for fiscal 2025?

Stockholders ratified the selection of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

Did BioRestorative Therapies (BRTX) stockholders approve executive compensation?

Yes. Stockholders approved, on a non-binding advisory basis, the compensation of the Company’s executive officers, with 1,539,396 votes for, 106,661 against, 19,855 abstentions, and 3,328,582 broker non-votes.

What was the outcome of the vote to amend BioRestorative’s 2021 Stock Incentive Plan?

The amendment to increase authorized shares under the 2021 Stock Incentive Plan received 1,340,653 votes for, 289,308 against, 35,951 abstentions, and 3,328,582 broker non-votes.