BioRestorative Therapies Files 2023 10-K/A Amendment

TL;DR

BRTX filed its 2023 10-K/A, updating financials for 2023, 2022, & 2021. Check it for stock details.

AI Summary

BioRestorative Therapies, Inc. filed an amendment (10-K/A) on June 11, 2024, for its fiscal year ending December 31, 2023. The filing includes financial data for the years ending December 31, 2023, 2022, and 2021, detailing common stock, preferred stock (Series A and B convertible), additional paid-in capital, and retained earnings.

Why It Matters

This amendment provides updated financial information for BioRestorative Therapies, Inc., crucial for investors to assess the company's financial health and performance over the past few fiscal years.

Risk Assessment

Risk Level: low — This filing is an amendment to a previous annual report, primarily providing updated financial data rather than disclosing new significant risks.

Key Numbers

• 2023-12-31 — Fiscal Year End (The period for which the 10-K/A amendment provides updated financial data.)
• 2022-12-31 — Prior Fiscal Year End (Financial data for this period is also included in the amendment.)
• 2021-12-31 — Prior Fiscal Year End (Financial data for this period is also included in the amendment.)

Key Players & Entities

• BioRestorative Therapies, Inc. (company) — Filer of the 10-K/A
• 2023-12-31 (date) — Fiscal year end
• 20240611 (date) — Filing date
• Stem Cell Assurance, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock $0.0001 par value BRTX Nasdaq Capital Mark
• $10.00 — rrants provide for an exercise price of $10.00 per share (the "Public Warrants"); (i
• $12.50 — rrants provide for an exercise price of $12.50 per share (together with the Public War
• $6,109,000 — ng an aggregate offering price of up to $6,109,000. To date, we have sold approximately $6
• $622,000 — 00. To date, we have sold approximately $622,000 of our shares pursuant to the Sales Agr
• $2,100,000 — eceived gross proceeds of approximately $2,100,000 from the offering. In September 2023,
• $8,100,000 — eceived gross proceeds of approximately $8,100,000 from the warrant exercise. (b) Busine
• $23,000,000 — date. In November 2021, we completed a $23,000,000 public offering of our securities. In 2
• $2,680,000 — ities. In 2023, we raised approximately $2,680,000 in additional gross proceeds through pu
• $40 billion — that such procedures cost approximately $40 billion. Clinical studies have documented that

Filing Documents

• form10-ka.htm (10-K/A) — 2711KB
• ex23.htm (EX-23) — 4KB
• ex31-1.htm (EX-31.1) — 16KB
• ex31-2.htm (EX-31.2) — 16KB
• ex32.htm (EX-32) — 9KB
• form10-ka_001.jpg (GRAPHIC) — 16KB
• form10-ka_002.jpg (GRAPHIC) — 36KB
• form10-ka_003.jpg (GRAPHIC) — 26KB
• form10-ka_004.jpg (GRAPHIC) — 2KB
• form10-ka_005.jpg (GRAPHIC) — 29KB
• 0001493152-24-023479.txt ( ) — 11118KB
• brtx-20231231.xsd (EX-101.SCH) — 48KB
• brtx-20231231_cal.xml (EX-101.CAL) — 71KB
• brtx-20231231_def.xml (EX-101.DEF) — 249KB
• brtx-20231231_lab.xml (EX-101.LAB) — 408KB
• brtx-20231231_pre.xml (EX-101.PRE) — 377KB
• form10-ka_htm.xml (XML) — 2226KB

Forward-Looking Statements

Forward-Looking Statements 4 PART I 4 Item 1. Business. 4 Item 1A. Risk Factors. 36 Item 1B. Unresolved Staff Comments. 68 Item 1C. Cybersecurity. 68 Item 2. Properties. 69 Item 3. Legal Proceedings. 69 Item 4. Mine Safety Disclosures. 69 PART II 70 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 70 Item 6. [Reserved]. 70 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. 70 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk. 78 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. 78 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 78 Item 9A.

Controls and Procedures

Controls and Procedures. 78 Item 9B. Other Information. 80 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 80 PART III 81 Item 10. Directors, Executive Officers and Corporate Governance. 81 Item 11.

Executive Compensation

Executive Compensation. 86 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 89 Item 13. Certain Relationships and Related Transactions, and Director Independence. 91 Item 14. Principal Accountant Fees and Services. 92 PART IV 93 Item 15. Exhibits and Financial Statement Schedules. 93 Item 16. Form 10-K Summary. 96

Signatures

Signatures 97 2 EXPLANATORY NOTE Restatement of Previously Issued Consolidated Financial Statements On May 23, 2024, BioRestorative Therapies, Inc. (the "Company"), in consultation with its Audit Committee, concluded that its previously issued (i) consolidated financial statements as of and for the two years ended December 31, 2023 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (the "Annual Periods") and (ii) unaudited interim condensed consolidated financial statements as of and for the quarters ended March 31, 2022 through September 30, 2023 included in the Company's quarterly reports on Form 10-Q for the periods ended March 31, 2023, June 30, 2023 and September 30, 2023 (the "Interim Periods", and, together with the Annual Periods, the "Affected Periods") should be restated because of a misapplication in the guidance around the accounting for certain warrants, as discussed below, and should no longer be relied upon. The warrants at issue are the following: (i) the warrants to purchase an aggregate of 2,645,000 shares of the Company's common stock, issued in November 2021 pursuant to an underwritten public offering, which warrants provide for an exercise price of $10.00 per share (the "Public Warrants"); (ii) the warrants to purchase an aggregate of 1,856,938 shares of the Company's common stock, issued in November 2021 pursuant to a private offering, which warrants provide for an exercise price of $10.00 per share (the "Private Warrants"); and (iii) the warrants to purchase an aggregate of 235,970 shares of the Company's common stock, issued in November 2021 to the underwriter of the public offering, which warrants provide for an exercise price of $12.50 per share (together with the Public Warrants and the Private Warrants, the "Warrants"). Historically, the Warrants were included as a component of stockholders' equity on the balance sheet. It has now been determined, in accordance with Accounting Stan

Business

Business General We develop therapeutic products, using cell and tissue protocols, primarily involving adult stem cells. Our two core programs, as described below, relate to the treatment of disc/spine disease and metabolic disorders: Disc/Spine Program (brtxDisc). Our lead cell therapy candidate, BRTX-100 , is a product formulated from autologous (or a person's own) cultured mesenchymal stem cells, or MSCs, collected from the patient's bone marrow. We intend that the product will be used for the non-surgical treatment of painful lumbosacral disc disorders or as a complimentary therapeutic to a surgical procedure. The BRTX-100 production process utilizes proprietary technology and involves collecting a patient's bone marrow, isolating and culturing stem cells from the bone marrow and cryopreserving the cells. In an outpatient procedure, BRTX-100 is to be injected by a physician into the patient's damaged disc. The treatment is intended for patients whose pain has not been alleviated by non-surgical procedures and who potentially face the prospect of surgery. We have received authorization from the FDA to commence a Phase 2 clinical trial using BRTX-100 to treat chronic lower back pain arising from degenerative disc disease. We have commenced such clinical trial through the execution of a CRO agreement with PRC Clinical, the execution of clinical trial site agreements, patient enrollment, the commencement of patient procedures, the purchase of manufacturing equipment and the expansion of our laboratory to include capabilities for clinical production. In March 2022, a United States patent related to our Disc/Spine Program was issued. We have been granted exclusive license rights with regard to the patent. See "Disc/Spine Program" below. 6 Metabolic Program (ThermoStem) . We are developing a cell-based therapy candidate to target obesity and metabolic disorders using brown adipose (fat) derived stem cells, or BADSC, to generate brown adipose tissue, or BAT. W

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