UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
SEC
FILE NUMBER: 001-37603
CUSIP
NUMBER: 090655606
(Check
one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐
Form N-CSR
For
Period Ended: June 30, 2026
☐
Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report
on Form 10-Q
For
the Transition Period Ended: Not applicable
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not applicable.
This notification relates to the entire report.
PART
I. REGISTRANT INFORMATION
Full
name of registrant: BioRestorative Therapies, Inc.
Former
name if applicable: Not applicable
Address
of principal executive office: 40 Marcus Drive, Suite One
City,
state and zip code: Melville, New York 11747
PART
II. RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate.)
| ☒ |
(a) |
The reason described in
reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| |
|
|
| ☒ |
(b) |
The subject annual report,
semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed
on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on
Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following
the prescribed due date; and |
| |
|
|
| ☐ |
(c) |
The accountant’s statement or other
exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III. NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
As
previously reported, in July 2026 the Company’s President, Chief Executive Officer and Chairman of the Board and the Company’s
Chief Financial Officer each resigned. Each officer asserted that his resignation was for “good reason” under an employment
agreement purportedly entered into between the Company and such officer. The Company disputes the validity and enforceability of the
purported employment agreements and the asserted basis for the resignations, and has reserved all of its rights with respect thereto.
The office of Chief Financial Officer is held on an interim basis by the Company’s Chief Executive Officer, and the resulting reduction
in the Company’s financial reporting personnel has extended the time required to prepare the Quarterly Report and to complete the
review of the interim financial statements.
In
addition, the Company, its accountants and its independent
registered public accounting firm require additional time to complete their evaluation of the accounting treatment of the purported
employment agreements and of the claims asserted thereunder, including whether any compensation expense or liability
is required to be recognized, or any loss contingency disclosed, in the interim financial statements as of and for the periods ended
June 30, 2026. That evaluation is not complete and cannot be completed by the prescribed due date without unreasonable effort or
expense.
The
Company expects to file the Quarterly Report on or before the fifth calendar day following the prescribed due date.
PART
IV. OTHER INFORMATION
| (1) | Name
and telephone number of person to contact in regard to this notification: |
| Katharyn
Field |
|
(631) |
|
760-8100 |
| (Name) |
|
(Area Code) |
|
(Telephone Number) |
| (2) | Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months
or for such shorter period that the registrant was required to file such report(s) been filed?
If the answer is no, identify report(s). |
☒
Yes ☐ No
| (3) | Is
it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof? |
☒
Yes ☐ No
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
The
Company anticipates that its results of operations for the three and six months ended June 30, 2026 will differ significantly from the
corresponding periods of the prior fiscal year. The Company expects to report a continuing net loss and continues to require additional
capital, and its financial statements have included disclosure regarding substantial doubt about its ability to continue as a going concern.
A
reasonable estimate of the results to be reported cannot presently be made because the evaluation described in Part III is
not complete. The Company will report its results in the Quarterly Report when that evaluation has been completed.
BioRestorative
Therapies, Inc.
(Name
of registrant as specified in charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: August 14, 2026 |
|
| |
|
|
| By: |
/s/ Katharyn Field |
|
| Name: |
Katharyn Field |
|
| Title: |
Director, Chief Executive Officer, President and Interim Chief
Financial Officer |
INSTRUCTION.
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by
an authorized representative other than an executive officer, evidence of the representative’s authority to sign on behalf of the
registrant shall be filed with the form.
Intentional
misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
