BioRestorative Therapies (BRTX) delays Q2 10-Q amid losses and going-concern risk

Rhea-AI Filing Summary

BioRestorative Therapies, Inc. filed a notification of late filing for its Form 10-Q for the period ended June 30, 2026. The delay arises after the July 2026 resignations of the President/CEO/Chairman and CFO, who claimed “good reason” resignations under purported employment agreements that the company disputes. The CEO is serving concurrently as interim CFO, reducing financial reporting capacity and slowing preparation and review of the interim financial statements. Management, the accountants and the independent registered public accounting firm also need more time to evaluate the accounting treatment of the purported employment agreements and related claims. The company expects to file the Quarterly Report within five calendar days of the prescribed due date and indicates it will continue to report a net loss, needs additional capital, and has previously disclosed substantial doubt about its ability to continue as a going concern.

Positive

• None.

Negative

• Continued net losses and going-concern risk: the company expects to report a continuing net loss, continues to require additional capital, and states its financial statements have included disclosure of substantial doubt about its ability to continue as a going concern.
• Significant deterioration versus prior-year periods: the company anticipates that 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.

Key Figures

Reporting period end: June 30, 2026 Late filing window: 5 calendar days Officer resignations month: July 2026 +1 more

4 metrics

Reporting period end June 30, 2026 Period ended for the delayed Form 10-Q

Late filing window 5 calendar days Expected filing timing after the prescribed due date for the Form 10-Q

Officer resignations month July 2026 Month in which the President/CEO/Chairman and CFO resigned

Notification date August 14, 2026 Date the NT 10-Q notification was signed

Key Terms

going concern, loss contingency, interim financial statements, independent registered public accounting firm

4 terms

going concern financial

"its financial statements have included disclosure regarding substantial doubt about its ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

loss contingency financial

"whether any compensation expense or liability is required to be recognized, or any loss contingency disclosed"

A loss contingency is a potential future cost a company might have to pay because of events such as lawsuits, product claims, environmental cleanups or unresolved tax disputes. Investors care because these risks can reduce future cash, profits and company value; when a loss is likely and can be reasonably estimated, companies must set aside money or disclose it, much like spotting a dark cloud that might turn into a storm and planning accordingly.

interim financial statements financial

"in the interim financial statements as of and for the periods ended June 30, 2026"

Interim financial statements are condensed financial reports covering a short period within a fiscal year—commonly a quarter or month—showing a company’s revenue, expenses, cash flow and snapshot of assets and liabilities for that period. They matter to investors because they provide an up-to-date, mid-year scorecard of performance and trends between annual reports, helping spot improving or deteriorating prospects so decisions can be timed appropriately.

independent registered public accounting firm financial

"the Company, its accountants and its independent registered public accounting firm require additional time"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

Why did BioRestorative Therapies (BRTX) file an NT 10-Q for June 30, 2026?

BioRestorative Therapies filed an NT 10-Q because it cannot complete its June 30, 2026 quarterly report without unreasonable effort or expense. Officer resignations and reduced finance staff, plus ongoing evaluation of employment agreements and related claims, are delaying completion of the interim financial statements.

When does BioRestorative Therapies (BRTX) expect to file its delayed Form 10-Q?

The company expects to file the Form 10-Q on or before the fifth calendar day after the prescribed due date. It indicated that current evaluations of the accounting for purported employment agreements and related claims must be completed before filing the quarterly report.

How do executive resignations affect BioRestorative Therapies (BRTX) reporting?

In July 2026, the President/CEO/Chairman and CFO resigned, each asserting “good reason” under purported employment agreements. The CEO is now also interim CFO, reducing financial reporting personnel and extending the time needed to prepare and review the June 30, 2026 interim financial statements.

What financial outlook does BioRestorative Therapies (BRTX) disclose for Q2 2026?

The company expects to report a continuing net loss for the three and six months ended June 30, 2026. It also states that it continues to require additional capital and that its financial statements have included substantial doubt about its ability to continue as a going concern.

Will BioRestorative Therapies (BRTX) results differ from the prior year?

Yes. The company anticipates that results of operations for the three and six months ended June 30, 2026 will differ significantly from the same periods in the prior fiscal year. It cannot yet provide a reasonable quantitative estimate until its accounting evaluation is complete.

What accounting issues is BioRestorative Therapies (BRTX) evaluating for Q2 2026?

The company, its accountants and its independent registered public accounting firm are evaluating the accounting treatment of purported employment agreements and claims asserted under them, including whether to recognize compensation expense, liabilities, or disclose any loss contingency in the June 30, 2026 interim financial statements.

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

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Available on EDGAR 08/14/2026 - 04:30 PM Accepted by SEC EDGAR 08/14/2026 - 04:25 PM Learn about SEC filing dates

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

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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.

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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).

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