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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 2, 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) |
|
(IRS Employer
Identification No.) |
40
Marcus Drive, Suite 1, Melville, New York 11747
(Address
of principal executive offices, including zip code)
(631)
760-8100
(Registrant’s
telephone number, including area code)
N/A
(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 |
|
The Nasdaq Stock Market
LLC |
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
3.03. Material Modification to Rights of Security Holders.
On
September 2, 2026, BioRestorative Therapies, Inc. (the “Company”) filed a Certificate of Change Pursuant to NRS 78.209
(the “Certificate of Change”) with the Secretary of State of the State of Nevada to effect a one-for-twenty (1-for-20)
reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.0001 per share (the
“Common Stock”). The Certificate of Change will become effective at 4:30 p.m., Eastern Time, on September 7, 2026
(the “Effective Time”). The Reverse Stock Split was approved by the Company’s Board of Directors by unanimous
written consent dated August 27, 2026, without stockholder approval, as permitted under Section 78.207 of the Nevada Revised Statutes
(the “NRS”).
At
the Effective Time, every twenty (20) shares of Common Stock issued and outstanding immediately prior to the Effective Time will be automatically
combined and reclassified into one (1) share of Common Stock, without any change to the par value of $0.0001 per share. As a result,
the number of shares of Common Stock issued and outstanding will be reduced from 27,622,556 shares to approximately 1,381,128 shares
(subject to adjustment for the treatment of fractional shares described below). No fractional shares of Common Stock will be issued in
connection with the Reverse Stock Split; in lieu thereof, each holder of record who would otherwise have been entitled to receive a fractional
share of Common Stock will be entitled to receive one (1) whole share of Common Stock, rounded up to the nearest whole share. Shares
held in street name through a bank, broker, or other nominee will be treated in accordance with the procedures of such bank, broker,
or nominee, which may differ from the treatment of holders of record; beneficial holders should contact their bank, broker, or nominee
with any questions. The Reverse Stock Split will affect all holders of Common Stock uniformly and will not alter any holder’s percentage
ownership interest in the Company, except for de minimis changes resulting from the treatment of fractional shares.
In
accordance with NRS 78.207, the number of authorized shares of Common Stock will be decreased at the Effective Time in the same proportion
as the decrease in the number of issued and outstanding shares of Common Stock, from 1,500,000,000 shares to 75,000,000 shares. The number
of authorized shares of the Company’s preferred stock, par value $0.01 per share, will remain unchanged at 20,000,000 shares.
Proportionate
adjustments will be made to the number of shares of Common Stock issuable upon the exercise or vesting of the Company’s outstanding
stock options, warrants, and other equity-based awards, and to the applicable exercise or conversion prices thereof, in accordance with
their respective terms, and to the number of shares of Common Stock reserved for issuance under the Company’s 2021 Stock Incentive
Plan.
The
Common Stock will begin trading on The Nasdaq Capital Market on a reverse split-adjusted basis at the opening of trading on September
8, 2026, under the existing trading symbol “BRTX” and under a new CUSIP number, 090655705.
The
foregoing description of the Certificate of Change does not purport to be complete and is qualified in its entirety by reference to the
full text of the Certificate of Change, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein
by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Item
7.01. Regulation FD Disclosure.
On
September 2, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
In
accordance with General Instruction B.2 of Form 8-K, the information included in this Item 7.01, including Exhibit 99.1, shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
a filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Change Pursuant to NRS 78.209 of BioRestorative Therapies, Inc., as filed with the Secretary of State of the State of Nevada, effective September 7, 2026. |
| 99.1 |
|
Press Release, dated September 2, 2026. |
| 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.
| BIORESTORATIVE
THERAPIES, INC. |
|
| |
|
| Date: September 2, 2026 |
|
| |
|
| By: |
/s/
Mika Grasso |
|
| Name: |
Mika Grasso |
|
| Title: |
Chief Executive Officer |
|
Exhibit 99.1
BioRestorative Therapies Announces Reverse Stock
Split
MELVILLE, N.Y., September 2, 2026 (GLOBE NEWSWIRE) — BioRestorative
Therapies, Inc. (Nasdaq: BRTX) (“BioRestorative” or the “Company”), a late-stage clinical regenerative medicine
company, today announced that the Company’s Board of Directors approved a 1-for-20 reverse stock split (the “Reverse Stock
Split”) of the Company’s common stock (the “Common Stock”). The Company was not required to obtain stockholder
approval to effectuate the Reverse Stock Split under Nevada law. The Company filed a certificate of change with the Secretary of State
of the State of Nevada, which is expected to become effective as of 4:30 P.M. Eastern Time on September 7, 2026. The Common Stock will
begin trading on The Nasdaq Capital Market on a reverse split-adjusted basis at the start of trading on September 8, 2026, under the symbol
“BRTX” and under a new CUSIP number, 090655705. The Company is effecting the Reverse Stock Split with the intention of regaining
compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).
Upon implementation of the Reverse Stock Split, every twenty shares
of the Company’s issued and outstanding Common Stock will automatically convert into one share of Common Stock without any change
to the par value of $0.0001 per share, and the number of shares of Common Stock issued and outstanding will be reduced from 27,622,556
shares as of August 28, 2026, to approximately 1,381,128 shares. In accordance with Nevada law, the number of authorized shares of Common
Stock will be reduced proportionately from 1,500,000,000 shares to 75,000,000 shares. Following the Reverse Stock Split, the ownership
percentage of each stockholder will remain unchanged, other than as a result of the treatment of fractional shares. Proportional adjustments
will be made to the number of shares of Common Stock issuable upon exercise of the Company’s outstanding stock options and warrants,
and other incentive awards, as well as the applicable exercise prices, and to the number of shares reserved for issuance under the Company’s
2021 Stock Incentive Plan.
No fractional shares of Common Stock will be issued in connection with
the Reverse Stock Split. Instead, each holder of record who would otherwise be entitled to receive a fractional share will receive one
whole share of Common Stock, rounded up to the nearest whole share. Stockholders holding shares in street name through a bank, broker,
or other nominee will have their positions adjusted in accordance with the procedures of such bank, broker, or nominee.
Information for Stockholders
TranShare Corporation, the Company’s transfer agent, will send
instructions to stockholders of record who hold stock certificates regarding the exchange of certificates for Common Stock. Stockholders
who hold their shares of Common Stock in book-entry form or in brokerage accounts or “street name” are not required to take
any action to effect the exchange of their shares of Common Stock following the Reverse Stock Split.
About BioRestorative Therapies, Inc.
BioRestorative Therapies, Inc. (www.biorestorative.com) develops therapeutic
products using cell and tissue protocols, primarily involving adult stem cells. Our two core programs relate to the treatment of disc/spine
disease (our lead cell therapy candidate, BRTX-100, is currently in a Phase 2 clinical trial for the treatment of chronic lumbar disc
disease) and metabolic disorders (our ThermoStem® Program). We have also developed a commercial biocosmeceutical platform through
which we formulate, manufacture and sell cell-based biologic aesthetic products.
Forward-Looking Statements
This press release contains “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and such statements are intended to qualify for the protection of the safe harbor provided by the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are generally identified by words such as “anticipates,” “believes,”
“could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” “projects,” “should,” “targets,” “will,” “would,”
and similar expressions, and the negatives of those terms. Forward-looking statements in this press release include, among others, statements
regarding the timing and effectiveness of the Reverse Stock Split and the anticipated market-effective and first-trading dates; the anticipated
post-split trading price of the Common Stock and the ability of the Reverse Stock Split to result in a sustained increase in the price
of the Common Stock to a level at or above $1.00 per share; the expected number of shares of Common Stock outstanding following the Reverse
Stock Split and the effect of the treatment of fractional shares; the proportional adjustment of the Company’s outstanding stock
options, warrants, and other equity awards; and the Company’s ability to regain and maintain compliance with all applicable continued
listing standards of The Nasdaq Capital Market.
These forward-looking statements are based on the Company’s
current expectations and assumptions and are subject to known and unknown risks, uncertainties, and other factors that could cause actual
results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others,
the risk that the Reverse Stock Split does not result in a sustained increase in the price of the Common Stock, or that the price of the
Common Stock subsequently declines below $1.00 per share, which could result in non-compliance with Nasdaq continued listing standards
or delisting proceedings; the risk that the Reverse Stock Split causes the Company to fall out of compliance with another Nasdaq listing
requirement, including the requirement to maintain a minimum number of publicly held shares; restrictions under Nasdaq rules that limit
the Company’s ability to effect additional reverse stock splits within a one-year period to regain compliance with the minimum bid
price requirement; the volatility of the market price and trading volume of the Common Stock; and general business, economic, and market
conditions, as well as the other risks and uncertainties described under the heading “Risk Factors” in the Company’s
filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2025,
and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Copies of these filings are available at www.sec.gov.
Any forward-looking statement speaks only as of the date on which
it is made, and the Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information,
future events, or otherwise, except as may be required by applicable law. You should not place undue reliance on these forward-looking
statements.
Investor Contact:
Rory Rumore
Investor Relations
investors@biorestorative.com
